Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 25, 2019 | Jun. 29, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | OncBioMune Pharmaceuticals, Inc | ||
Entity Central Index Key | 0001362703 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,782,560 | ||
Entity Common Stock, Shares Outstanding | 285,411,978 | ||
Trading Symbol | OBMP | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash | $ 201 | $ 1,431 |
Subscription receivable | 200 | |
Prepaid expenses and other current assets | 215,681 | 12,486 |
Total Current Assets | 215,882 | 14,117 |
OTHER ASSETS: | ||
Property and equipment, net | 4,304 | 6,642 |
Security deposit | 6,400 | 6,400 |
Total Assets | 226,586 | 27,159 |
CURRENT LIABILITIES: | ||
Convertible debt, net | 1,434,252 | 686,383 |
Notes payable | 538,875 | 538,875 |
Accounts payable | 550,296 | 378,227 |
Accrued liabilities | 884,035 | 309,312 |
Derivative liabilities | 3,364,032 | 11,966,760 |
Liabilities of discontinued operations | 686,547 | 694,996 |
Due to related parties | 315,466 | 261,584 |
Total Current Liabilities | 7,773,503 | 14,836,137 |
Commitments and contingencies (Note 11) | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock: $0.0001 par value, 1,500,000,000 shares authorized; 247,661,861 and 153,814,972 issued and outstanding at December 31, 2018 and 2017, respectively | 24,766 | 15,382 |
Common stock issuable: 17,121,265 and 16,521,265 commons stock issuable as of December 31, 2018 and 2017, respectively | 1,712 | 1,652 |
Additional paid-in capital | 9,613,380 | 8,803,904 |
Accumulated deficit | (17,187,664) | (23,655,989) |
Accumulated other comprehensive gain | 25,184 | |
Total Stockholders' Deficit | (7,546,917) | (14,808,978) |
Total Liabilities and Stockholders' Deficit | 226,586 | 27,159 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock value | 100 | 100 |
Total Stockholders' Deficit | 100 | 100 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock value | 789 | 789 |
Total Stockholders' Deficit | $ 789 | $ 789 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 247,661,861 | 153,814,972 |
Common stock, shares outstanding | 247,661,861 | 153,814,972 |
Common stock issuable, shares | 17,121,265 | 16,521,265 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
REVENUES | ||
OPERATING EXPENSES: | ||
Professional fees | 594,611 | 1,367,191 |
Compensation expense | 804,527 | 766,829 |
Research and development expense | 204,562 | 103,915 |
General and administrative expenses | 174,273 | 225,191 |
Total Operating Expenses | 1,777,973 | 2,463,126 |
LOSS FROM OPERATIONS | (1,777,973) | (2,463,126) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (2,130,838) | (1,153,146) |
Derivative income (expense) | 8,229,168 | (12,238,036) |
Gain on debt extinguishment | 2,114,335 | 1,005,272 |
Gain on foreign currency transactions | 33,633 | |
Total Other Income (Expense) | 8,246,298 | (12,385,910) |
INCOME (LOSS) FROM CONTINUING OPERATIONS | 6,468,325 | (14,849,036) |
DISCONTINUTED OPERATIONS: | ||
Loss from discontinued operations | (5,328,630) | |
Loss from disposal of discontinued operations | (335,472) | |
Total Loss from Discontinued Operations | (5,664,102) | |
NET INCOME (LOSS) | 6,468,325 | (20,513,138) |
COMPREHENSIVE INCOME (LOSS): | ||
Net income (loss) | 6,468,325 | (20,513,138) |
Other comprehensive (loss) gain: | ||
Unrealized foreign currency translation (loss) gain | (25,184) | 25,184 |
Comprehensive income (loss) | $ 6,443,141 | $ (20,487,954) |
NET INCOME (LOSS) PER COMMON SHARE - Basic | ||
Continuing operations | $ 0.03 | $ (0.12) |
Discontinued operations | 0 | (0.04) |
Net income (loss) per common share - basic | 0.03 | (0.16) |
NET INCOME (LOSS) PER COMMON SHARE - Diluted | ||
Continuing operations | 0 | (0.12) |
Discontinued operations | 0 | (0.04) |
Net income (loss) per common share - diluted | $ 0 | $ (0.16) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic | 233,858,517 | 128,916,989 |
Diluted | 531,257,645 | 128,916,989 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Gain [Member] | Total |
Balance at Dec. 31, 2016 | $ 100 | $ 6,081 | $ 2,310,037 | $ (3,142,851) | $ (826,633) | |||
Balance, shares at Dec. 31, 2016 | 1,000,000 | 60,807,846 | ||||||
Common stock issued for services | $ 47 | 35,803 | 35,850 | |||||
Common stock issued for services, shares | 470,000 | |||||||
Accretion of stock options | 214,082 | 214,082 | ||||||
Series B Preferred stock issued for services | $ 289 | 289 | ||||||
Series B Preferred stock issued for services, shares | 2,892,000 | |||||||
Common stock issued for cash pursuant to stock purchase agreement | $ 200 | 407,587 | 407,787 | |||||
Common stock issued for cash pursuant to stock purchase agreement, shares | 2,000,000 | |||||||
Common stock issued for cash and subscription receivable pursuant to subscription agreements | $ 922 | 831,322 | 832,244 | |||||
Common stock issued for cash and subscription receivable pursuant to subscription agreements, shares | 9,223,136 | |||||||
Common stock issuable in connection to sale of common stock | $ 1,652 | 1,652 | ||||||
Common stock issuable in connection to sale of common stock, shares | 16,521,265 | |||||||
Common stock issued upon conversion of convertible debt and interest | $ 1,061 | 424,811 | 425,872 | |||||
Common stock issued upon conversion of convertible debt and interest, shares | 10,608,890 | |||||||
Common stock issued upon cashless warrant exercise | $ 955 | (955) | ||||||
Common stock issued upon cashless warrant exercise, shares | 9,547,087 | |||||||
Common stock issued in connection with acquisition | $ 500 | $ 6,116 | 4,580,735 | $ 4,587,351 | ||||
Common stock issued in connection with acquisition, shares | 5,000,000 | 61,158,013 | 61,158,013 | |||||
Capital contribution | 482 | $ 482 | ||||||
Net loss | (20,513,138) | (20,513,138) | ||||||
Foreign currency translation adjustment | 25,184 | 25,184 | ||||||
Balance at Dec. 31, 2017 | $ 100 | $ 789 | $ 15,382 | $ 1,652 | 8,803,904 | (23,655,989) | 25,184 | (14,808,978) |
Balance, shares at Dec. 31, 2017 | 1,000,000 | 7,892,000 | 153,814,972 | 16,521,265 | ||||
Common stock issued for services | $ 250 | 52,250 | 52,500 | |||||
Common stock issued for services, shares | 2,500,000 | |||||||
Accretion of stock options | 276,918 | 276,918 | ||||||
Common stock issued for cash and subscription receivable pursuant to subscription agreements | $ 60 | 5,940 | 6,000 | |||||
Common stock issued for cash and subscription receivable pursuant to subscription agreements, shares | 600,000 | |||||||
Common stock issued upon conversion of convertible debt and interest | 427,612 | |||||||
Common stock issued upon cashless warrant exercise | $ 3,271 | (3,271) | ||||||
Common stock issued upon cashless warrant exercise, shares | 32,715,368 | |||||||
Common stock issued upon conversion of convertible debt and interest and settlement expense | $ 5,863 | 477,639 | 483,502 | |||||
Common stock issued upon conversion of convertible debt and interest and settlement expense, shares | 58,631,521 | |||||||
Net loss | 6,468,325 | 6,468,325 | ||||||
Foreign currency translation adjustment | (25,184) | (25,184) | ||||||
Balance at Dec. 31, 2018 | $ 100 | $ 789 | $ 24,766 | $ 1,712 | $ 9,613,380 | $ (17,187,664) | $ (7,546,917) | |
Balance, shares at Dec. 31, 2018 | 1,000,000 | 7,892,000 | 247,661,861 | 17,121,265 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS USD IN OPERATING ACTIVITIES | ||
Net income (loss) | $ 6,468,325 | $ (20,513,138) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 2,338 | 3,677 |
Depreciation - discontinued operations | 258 | |
Stock-based compensation | 329,418 | 250,221 |
Amortization of debt discount | 1,465,057 | 708,167 |
Derivative expense | (8,229,168) | 12,238,036 |
Gain on debt extinguishment | (2,114,335) | (1,005,272) |
Non-cash default interest expense | 94,286 | 269,218 |
Gain on foreign currency transactions | (25,184) | |
Impairment loss | 4,718,817 | |
Impairment loss - discontinued operation | 377,301 | |
Change in operating assets and liabilities: | ||
Assets of discontinued operations | (20,439) | |
Prepaid expenses and other current assets | (202,995) | 5,394 |
Accounts payable | 172,069 | 164,611 |
Liabilities of discontinued operations | (8,449) | 273,009 |
Accrued liabilities | 615,043 | 235,800 |
NET CASH USED IN OPERATING ACTIVITIES | (1,679,406) | (2,294,341) |
CASH FLOWS USED IN INVESTING ACTIVITIES | ||
Acquisition of property and equipment | (715) | |
Acquisition of property and equipment - discontinued operations | (1,223) | |
Acquisition of intangible assets | (50,000) | |
Decrease in cash upon disposal of business | (7,696) | |
Cash received in acquisition | 39,144 | |
NET CASH USED IN INVESTING ACTIVITIES | (20,490) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party advances | 53,882 | 256,584 |
Increase/(decrease) in bank overdraft | (812) | |
Payments to line of credit | (99,741) | |
Proceeds from convertible debt, net | 2,034,143 | 473,240 |
Repayment of convertible debt | (415,849) | (96,371) |
Proceeds from notes payables | 538,875 | |
Capital contribution | 482 | |
Proceeds from sale of common stock and subscription receivable | 6,000 | 1,252,673 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,678,176 | 2,324,930 |
NET INCREASE (DECREASE) IN CASH | (1,230) | 10,099 |
Effect of exchange rate changes on cash | (8,668) | |
CASH, beginning of year | 1,431 | |
CASH, end of year | 201 | 1,431 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 243,885 | 314,517 |
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 | 427,612 | 425,872 |
Increase in debt discount and derivative liabilities | 2,039,143 | 473,240 |
Liabilities assumed in acquisition | 438,578 | |
Less: assets acquired in acquisition | 307,112 | |
Net liabilities assumed | 131,466 | |
Fair value of shares for acquisition | 4,587,351 | |
Increase in intangible assets | $ 4,718,817 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Organization OncBioMune Pharmaceuticals, Inc. (the “Company”, “we”, “us” or “our”) is a biotechnology company specializing in innovative cancer treatment therapies. The Company is a clinical-stage biopharmaceutical company engaged in the development of novel cancer immunotherapy products, with a proprietary vaccine technology that is designed to stimulate the immune system to attack its own cancer while not attacking the patient’s healthy cells. The Company has proprietary rights to an immunotherapy platform with an initial focus on prostate and breast cancers but that may be used to fight any solid tumor. The Company is also developing targeted therapies. Our mission is to improve overall patient condition through innovative bio-immunotherapy with proven treatment protocols, to lower deaths associated with cancer and to reduce the cost of cancer treatment. We believe our technology is safe, and utilizes clinically proven research methods of treatment to provide optimal likelihood 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. Prior to 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 prior to 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). The Company expects to terminate the Contribution Agreement, Stockholders Agreement and Trust Agreement during 2019. Effective December 26, 2018, the Company replaced Dr. Jonathan Head and appointed Dr. Brian Barnett as the new Chief Executive Officer. Dr. Head will continue to serve the Company as the Chairman of the Board of Directors and now as its Chief Scientific Officer effective December 26, 2018 (see Note 12). On February 20, 2019, the board of directors of the Company approved resolutions, and on February 21, 2019, certain stockholders representing a majority of our outstanding voting capital on such date approved by written consent the taking of all steps necessary to increase its authorized common stock from 500,000,000 shares to 1,500,000,000 shares (see Note 13). The Company’s 1,520,000,000 authorized shares will consist of 1,500,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principals 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) were treated as a discontinued operation through December 31, 2017 and were deconsolidated effective January 1, 2018 (see Note 3). All significant intercompany accounts and transactions have been eliminated in consolidation. Going concern The 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 consolidated financial statements, the Company had net income (loss) of $6,468,325 and $(20,513,138) for the years ended December 31, 2018 and 2017, respectively, however the net income in 2018 resulted primarily from the change in far value of derivative liabilities. The net loss from operations was $1,777,973. The net cash used in operations were $1,679,406 and $2,294,341 for the years ended December 31, 2018 and 2017, respectively. Additionally, the Company had an accumulated deficit of $17,187,664 and $23,655,989, at December 31, 2018 and 2017, respectively, had a stockholders’ deficit of $7,546,917 at December 31, 2018, had a working capital deficit of $7,557,621 at December 31, 2018. The Company had no revenues from continuing operations for the years ended December 31, 2018 and 2017, and we defaulted on our debt. 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 a period of twelve months from the issuance date of this report. 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 years ended December 31, 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, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, 2018. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted 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 which 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 from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. At December 31, 2018 At December 31, 2017 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — 3,364,032 — — 11,966,760 A roll forward of the level 3 valuation financial instruments is as follows: For the Year Ended December 31, 2018 2017 Balance at beginning of year $ 11,966,760 $ 402,055 Initial valuation of derivative liabilities included in debt discount 2,039,143 473,240 Initial valuation of derivative liabilities included in derivative expense 1,811,617 730,700 Reclassification of derivative liabilities to gain on debt extinguishment upon conversion of debt (422,835 ) (478,645 ) Reclassification of derivative liabilities to gain on debt extinguishment upon cashless exercise of warrants (666,756 ) (667,926 ) Reclassification of derivative liabilities to gain on debt extinguishment for debt settlement (1,323,111 ) — Change in fair value included in derivative expense (10,040,786 ) 11,507,336 Balance at end of year $ 3,364,032 $ 11,966,760 ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding 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 December 31, 2018 and 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 December 31, 2018 and 2017. The Company has not experienced any losses in such accounts through December 31, 2018. Accounts receivable - discontinued operations Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection (see Note 3). Inventories – discontinued operations Inventories, consisting of finished goods related to the Company’s products are stated at the lower of cost and net realizable value utilizing the first-in first-out (FIFO) method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are recorded based on estimates (see Note 3). 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. Based on the Company’s review of long-lived assets for impairment, year ended December 31, 2017, the Company recognized an impairment loss of $4,760,646 since the sum of expected undiscounted future cash flows is less than the carrying amount of the intangible assets. The impairment loss consisted of $4,718,817 impairment of intangibles recorded in connection with the acquisition of Vitel (see Note 3) and $41,829 impairment of an acquired drug formula included in the discontinued operations. Revenue recognition In May 2014, FASB issued an update Accounting Standards Update, ASU 2014-09, establishing ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted this standard on January 1, 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s sources of revenue, the Company has concluded that ASU 2014-09 did not have any impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers and there was no cumulative effect adjustment. The Company does not have revenues from continuing operations in 2018 and 2017 and any revenues from discontinued operations are included in loss from discontinued operations in 2017. 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. 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. On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill which, among other items, reduces the current federal income tax rate to 21% from 34%. The rate reduction is effective January 1, 2018, and is permanent. The Act has caused the Company’s deferred income taxes to be revalued. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2017, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. Since the Company has provided a full valuation allowance against its deferred tax assets, the revaluation of the deferred tax assets did not have a material impact on any period presented. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. For the years ended December 31, 2018 and 2017, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Research and development Research and development costs incurred in the development of the Company’s products are expensed as incurred. For the years ended December 31, 2018 and 2017, research and development costs were $204,562 and $103,915, respectively, and are included in operating expenses on the accompanying consolidated statements of operations. 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, all share-based payments to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company early adopted ASU No. 2018-07 in the second quarter of 2018, and the adoption did not have any impact on its consolidated financial statements. 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 options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of December 31, 2018 and 2017 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: December 31, 2018 2017 Stock warrants 143,184,844 153,151,959 Convertible debt — 140,126,333 Stock options 22,200,000 4,000,000 165,384,844 297,278,292 The following table presents a reconciliation of basic and diluted net loss per share: Years Ended December 31, 2018 2017 Income (loss) per common share — basic: Income (loss) from continuing operations $ 6,468,325 $ (14,849,036 ) Loss from discontinued operations — (5,664,102 ) Net income (loss) $ 6,468,325 $ (20,513,138 ) Weighted average common shares outstanding — basic 233,858,517 128,916,989 Net income (loss) per common share – basic: From continuing operations $ 0.03 $ (0.12 ) From discontinued operations 0.00 (0.04 ) Net income (loss) per common share — basic $ 0.03 $ (0.16 ) Income (loss) per common share — diluted: Income (loss) from continuing operations $ 6,468,325 $ (14,849,036 ) Add: interest on debt 2,130,838 1,153,146 Less: derivative income and debt settlement income (10,343,503 ) 11,232,764 Less: gain on foreign currency transactions (33,633 ) — Numerator for loss from continuing operations per common share — diluted (1,777,973 ) (2,463,126 ) Numerator for loss from discontinuing operations per common share — diluted — (5,664,102 ) Net loss per common share – diluted $ (1,777,973 ) $ (8,127,228 ) Weighted average common shares outstanding — basic 233,858,517 128,916,989 Effect of dilutive securities: Preferred shares 8,892,000 — Warrants 45,970,039 — Convertible notes payable 242,807,089 — Weighted average common shares outstanding – diluted 531,527,645 128,916,989 Net loss per common share – diluted: From continuing operations $ 0.00 $ (0.12 ) From discontinued operations 0.00 (0.04 ) Net loss per common share — diluted $ 0.00 $ (0.16 ) 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 discontinued subsidiaries located in Mexico is the Mexican Peso (“Peso”). For the discontinued subsidiaries whose functional currencies were the Peso, for the year ended December 31, 2017, results of operations and cash flows were translated at average exchange rates during the period, assets and liabilities were translated at the spot exchange rate at the end of the period, and equity was translated at historical exchange rates. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars were included in determining comprehensive loss. Assets and liabilities denominated in foreign currencies were 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 will not have, any material effect on the results of operations of the Company. Asset and liability accounts related to the Company’s discontinued Mexico operations at December 31, 2017 were translated at 19.670 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 year ended December 31, 2017 was 18.4971 Pesos to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. During the year ended December 31, 2018, the Company did not have any foreign currency translation or transaction adjustments. 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 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. This updated guidance may to have a material impact on the Company’s 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. In August 2018, the FASB issued ASU 2018-13 —Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement Removals 1. The amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy 2. The policy for timing of transfers between levels 3. The valuation processes for Level 3 fair value measurements 4. For nonpublic entities, the changes in unrealized gains and losses for the period included in earnings for recurring Level 3 fair value measurements held at the end of the reporting period. Modifications 1. In lieu of a roll forward for Level 3 fair value measurements, a nonpublic entity is required to disclose transfers into and out of Level 3 of the fair value hierarchy and purchases and issues of Level 3 assets and liabilities. 2. For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly. 3. The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. Additions 1. The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. 2. The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. In addition, the amendments eliminate at a minimum an entity shall disclose at a minimum 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. Reclassifications The Company segregated the common stock issuable for year ended December 31, 2018 in a separate line item in the equity section of the accompanying consolidated balance sheet and statement of changes in stockholder’s deficit and conformed the presentation of the same for the year ended December 31, 2017 for comparative presentation. |
Acquisition, Discontinuation of
Acquisition, Discontinuation of Operations and Deconsolidation of Vitel and Oncbiomune Mexico | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition, Discontinuation of Operations and Deconsolidation of Vitel and Oncbiomune Mexico | NOTE 3 – ACQUISITION, DISCONTINUATION OF OPERATIONS AND DECONSOLIDATION OF VITEL AND ONCBIOMUNE MEXICO Acquisition of Vitel On March 10, 2017 (the “Closing Date”), the Company completed the acquisition of 100% of the issued and outstanding capital stock of Vitel from 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 develops and commercializes specialty 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. Pursuant to the terms of the Contribution Agreement, the Company issued 61,158,013 shares of its common stock and 5,000,000 shares of Series B preferred stock to Banco Actinver, S.A., in its capacity as Trustee (“Banco Actinver”) of the Irrevocable Management Trust Agreement Trust No. 2868 (the “Trust Agreement”) for the benefit of the Vitel Stockholders in exchange for 100% of the issued and outstanding capital stock of Vitel (the “Vitel Shares”). The Common Stock and Series B Preferred will be held by Trustee for the benefit of the Vitel Stockholders as provided for in the Trust Agreement and 98% of the Vitel Shares are held by Banco Actinver for the benefit of the Company as provided for in the Trust Agreement and 2% of the Vitel Shares were transferred to the Company. Vitel became a wholly owned subsidiary of the Company as of the Closing Date as the Company has full control of the Vitel Shares through the Trust. In addition, 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 (the “Board of Directors”) as provided for in the Contribution Agreement. The Series B Preferred issued to Dr. Head and were determined to have nominal value of $289 or $0.0001 per shares and was recorded as compensation expense. To induce the Vitel Stockholders to enter into the Contribution Agreement and as a condition to close the transactions set forth in that agreement, the Company, the Vitel Stockholders, Dr. Head and Andrew A. Kucharchuk, the Company’s President, Chief Financial Officer and a Director also entered into the following agreements as of the Closing Date or perform the following actions (i) a Stockholder’s Agreement among the Company, Dr. Head, Mr. Kucharchuk, Mr. Cosme and Mr. Alaman dated as of the Closing Date (the “Stockholders’ Agreement”); (ii) the Trust Agreement; (iii) the Company, Vitel and the Vitel Stockholders entered into employment agreements with Messrs. Cosme and Alaman; (iv) the Company and Dr. Head and Mr. Kucharchuk entered into amendments to the employment agreements with, and stock option awards to, Dr. Head and Mr. Kucharchuk; (v) the Company, Dr. Head, Mr. Kucharchuk and the Vitel Stockholders agreed to consent to an amendment to the Company’s Articles of Incorporation and bylaws; (vi) and to elect Mr. Cosme, Mr. Alaman, Dr. Head and Mr. Kucharchuk as directors of Vitel and such directors to elect Mr. Cosme, Mr. Alaman, Dr. Head and Mr. Kucharchuk as officers of Vitel. The Stockholders Agreement The following is a summary of Stockholders Agreement. The Vitel Stockholders and the Company established a trust pursuant to the Trust Agreement described below. Mr. Cosme and Mr. Alaman each contributed, assigned and transferred to the Company ownership of, and title over, one share of the capital stock of Vitel (the “Vitel Shares”) and Mr. Cosme and Mr. Alaman contributed, assigned and transferred to Banco Actinver (as defined in the Trust Agreement”) ownership of, and title over, the remaining 98 Vitel Shares for the benefit of the Company pursuant to the terms and conditions of the Trust Agreement. The Company contributed, assigned and transferred to Banco Actinver ownership of, and title over, 61,158,013 newly-issued shares of Common Stock and 5,000,000 newly-issued shares of Series B Preferred Stock with 100 votes per share (collectively, the “OBM Shares”), for the benefit of Mr. Cosme and Mr. Alaman pursuant to the terms and conditions of the Trust Agreement. The OBM Shares held by the Trust have not been and will not be registered under the Securities Act of 1933, as amended, (“Securities Act”) and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder and are subject to the restrictions on transfer contained in Article 4 of the Shareholders’ Agreement. Corporate Rights Composition of the Board of Directors. Board of Directors Resolutions. Restrictions on Transfer. Permitted Transferees Permitted Transfer Right of First Refusal Right of Co-Sale (Tag Along) Drag Along Termination Effective as of March 10, 2017, Mr. Cosme, Mr. Alaman and the Company entered into the Irrevocable Management Trust Agreement Number F/2868 between Mr. Cosme, Mr. Alaman, the Company and Banco Actinver (the “Trust Agreement”) for the purpose of establishing a trust to hold the OBM Shares and 98 shares of Vitel’s capital stock which were transferred to Trustee pursuant to the Trust Agreement, in addition to other property the beneficiaries may elect to contribute to the trust. The trust structure of this acquisition transaction was established in order to provide certain income tax benefits to the seller pursuant to Mexican tax law. In connection with the acquisition, the Company issued 61,158,013 unregistered shares of its common stock valued at $4,586,851, based on the acquisition-date fair value of our common stock of $0.075 per share based on recent sales of the Company’s common stock pursuant to unit subscription agreements and 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. On February 20, 2019, pursuant to the Certificate of Designation, the Company exercised its right to redeem all of the 5,000,000 shares of the Series B Preferred outstanding held by to Banco Actinver, S.A., in its capacity as Trustee of the Trust Agreement for the benefit of Mr. Cosme and Mr. Alaman equal to the stated value. The total redemption price equaled $500 which was equal to $0.0001 per share of Series B Preferred (see Note 9 “Series B Preferred Share” and Note 13). The fair value of the assets acquired and liabilities assumed were based on management estimates of the fair values on March 10, 2017. Based upon the purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: Cash $ 39,144 Accounts receivable 161,466 Inventories 54,952 Recoverable taxes 50,792 Other current assets 278 Property and equipment 480 Goodwill and other intangible assets 4,718,817 Total assets acquired at fair value 5,025,929 Accounts payable and accrued expenses 432,354 Payroll taxes 6,224 Total liabilities assumed 438,578 Total purchase consideration $ 4,587,351 The assets acquired and liabilities assumed were recorded at their estimated fair value on the acquisition date with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business combination date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. The purchase price exceeded the fair value of the net asset acquired by approximately $4,695,596, which was recorded as goodwill and other intangible assets pending the Company’s analysis of the fair values. After the purchase price measurement period, the Company recorded adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments were determined. Such adjustment caused an increase in goodwill and other intangible assets acquired of $23,221 in the fourth quarter of 2017 increasing the goodwill and other intangible assets to $4,718,817. In 2017, the Company recognized an impairment loss of $4,760,646 since the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The impairment loss which is included in the loss from discontinued operations consists of an impairment of intangibles of $4,718,817 recorded in connection with the acquisition of Vitel and the impairment of an acquired drug formula of $41,096. The Company recorded acquisition and transaction related expenses in the period in which they are incurred. During the year ended December 31, 2017, acquisition and transaction related expenses primarily consisted of legal fees of approximately $104,000. Discontinuation of Operations and Deconsolidation of Vitel 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 Pursuant to ASC 205-20 - Presentation of Financial Statements - Discontinued Operations The assets and liabilities classified as discontinued operations in the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2018 and 2017 is set forth below. December 31, 2018 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: Years Ended December 31, 2018 2017 Revenues $ — $ 445,601 Cost of revenues — 255,866 Gross (loss) profit — 189,735 Operating expenses: Compensation expense — 335,381 Professional fees — 171,043 Impairment loss – goodwill and other intangibles — 4,760,646 General and administrative expenses — 235,188 Total operating expenses — 5,502,258 Loss from operations — (5,312,523 ) Other expense, net — (16,107 ) Loss from discontinued operations — (5,328,630 ) Loss from disposal of discontinued operations – impairment of tangible assets — (335,472 ) Loss from discontinued operations, net of income taxes $ — $ (5,664,102 ) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 — PROPERTY AND EQUIPMENT At December 31, 2018 and 2017, property and equipment consisted of the following: Useful Life 2018 2017 Leasehold improvements 5 Years $ 10,976 $ 10,976 Furniture and equipment 5 Years 13,715 13,715 24,691 24,691 Less: accumulated depreciation (20,387 ) (18,049 ) Property and equipment, net $ 4,304 $ 6,642 For the years ended December 31, 2018 and 2017, depreciation and amortization expense amounted to $2,338 and $3,677, respectively. |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Line of Credit | NOTE 5 – LINE OF CREDIT In October 2014, the Company entered into a $100,000 revolving promissory note (the “Revolving Note”) with Regions Bank (the “Lender”). The unpaid principal balance of the Revolving Note is payable on demand and any unpaid principal and interest is payable due not later than October 27, 2017, is secured by deposits located at the Lender, and bears interest computed at a variable rate of interest which is equal to the Lender’s prime rate plus 1.7% (5.95% at December 31, 2017). The Company will pay to Lender a late charge of 5.0% of any monthly payment not received by Lender within 10 calendar days after its due date. The Company may, at any time or from time to time, prepay the Revolving Note in whole or in part without penalty. On November 16, 2017, the line of credit was fully paid off by the Company’s CEO and the liability was transferred to due to related parties on the accompanying consolidated balance sheets. At December 31, 2018 and 2017, the Company had no outstanding balance, for both years, under the Revolving Note. |
Convertible Debt
Convertible Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Debt | NOTE 6 – CONVERTIBLE DEBT November 2016 Financing On November 23, 2016, the Company entered into Amended and Restated Securities Purchase Agreements (the “Amended and Restated Securities Purchase Agreements”) with three institutional investors (the “Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Amended and Restated Securities Purchase Agreements, 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 aggregate of 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 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 Agreements also provide 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 Agreements, 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 and charged this to interest expense for other default charges and other expenses. In 2017, the Company converted $369,423 and $32,878 of outstanding principal and interest, respectively, of the November 2016 Notes into 8,362,338 shares of common stock. During the year ended December 31, 2018, the Company fully converted the remaining outstanding principal and interest of $139,712 and $21,869, respectively, of the November 2016 Notes into 13,028,779 shares of common stock. As of December 31, 2018, there were no November 2016 Notes outstanding. 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 9). 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 9). 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. As of December 31, 2018, there were 22,685,192 warrants outstanding under the November 2016 Warrants. June 2017 Financing On June 2, 2017, the Company entered into a Securities Purchase Agreement (the “Second Securities Purchase Agreement”) with the Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Second Securities Purchase Agreement, the Company issued the Purchasers for an aggregate subscription amount of $233,345: (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the “June 2017 Notes”); and (ii) warrants (the “June 2017 Warrants”) to purchase an aggregate of 1,555,633 shares of the Company’s common stock, par value $0.0001 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. The aggregate principal amount of the June 2017 Notes was $233,345 and the Company received $190,000 after giving effect to the original issue discount of $33,345 and $10,000 of offering costs. 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, 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. 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. During the six months ended June 30, 2018, the Company also increased the principal amount of these notes by $2,268 for other default charges and other expenses. During the year ended December 31, 2018, the Company converted $118,786 and $7,036 outstanding principal and interest, respectively, of the June 2017 Notes into 14,864,066 shares of common stock. In addition, pursuant a securities purchase agreement dated September 24, 2018, the Company purchased back from one Purchaser, a June 2017 Note with $37,814 and $4,534 of outstanding principal and interest, respectively, (see- Puritan Settlement Agreement The June 2017 Notes and related June 2017 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 $0.01 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 year ended December 31, 2018, the Company initially issued 6,893,145 shares of its common stock upon the cashless exercise of 9,074,520 of the June 2017 Warrants. The Company issued an additional 1,605,492 shares of common stock pursuant to the ratchet adjustment of the converted 9,074,520 warrants bringing the total shares issued to 8,498,637. In addition, pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, June 2017 Warrants to purchase 6,049,680 (post anti-dilution) of the Company’s common stock (see- Puritan Settlement Agreement July 2017 Financing On July 26, 2017, the Company entered into a Securities Purchase Agreement (the “Third Securities Purchase Agreement”) with the Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Third Securities Purchase Agreement, the Company issued to the Purchasers for an aggregate subscription amount of $300,000: (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 an aggregate of 4,769,763 shares of the Company’s common stock at an exercise price of $0.10 per share (subject to adjustments under certain conditions as defined in the Warrants). The July 2017 Notes were issued on July 26, 2017. The July 2017 Notes bear interest at a rate equal to 5% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the July 2017 Notes)), have a maturity date of March 25, 2018 and are convertible (principal, and interest) at any time after the issuance date into shares of the Company’s common stock at a conversion price equal to $0.07 per share (subject to adjustment as provided in the July 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 July 2017 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 July 2017 Warrants shall be 60% of the Default Conversion Price. The July 2017 Notes provide for three 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 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. The July 2017 Notes may be prepaid at any time until the 210th 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 July 2017 Notes and accrued and unpaid interest during months four through seven following the Original Issue Date. In order to prepay the July 2017 Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the July 2017 Notes in whole or in part at the Conversion Price. During the year ended December 31, 2018, the Company converted $111,295 and $11,414 outstanding principal and interest, respectively, of the July 2017 Notes into 23,289,433 shares of common stock. In addition, pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, a July 2017 Note with $155,812 and $38,395 of outstanding principal and interest, respectively (see- Puritan Settlement Agreement On June 5, 2018, the original purchaser of the July 2017 Notes entered into an Assignment Agreement (“First Note Assignment”) with the assignee (“First Assignee”) for the sale of a portion of the July 2017 Notes (“First Assigned Note”) with outstanding principal of $111,295 and accrued interest of $29,180. In connection with the First Note Assignment, a default interest in the amount of $53,733 was charged, which was included in the sale price of the First Assigned Note totaling $194,208. On October 16, 2018, the First Assignee, in turn entered into an Assignment Agreement (“Second Note Assignment”) with a another assignee (“Second Assignee”) for the sale of the First Assigned Note with outstanding principal of $194,208 and accrued interest of $3,204. In connection with the Second Note Assignment, a prepayment premium of $49,353 was charged which was included in the sale price of $246,765. During the year ended December 31, 2018, the Company converted $17,500 of the outstanding principal of the new Note (“Second Assigned Note”), into 3,613,688 shares of common stock. As of December 31, 2018, the Second Assigned Note had an outstanding principal balance of $229,264 and accrued interest of $12,331. 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 July 2017 Notes was lowered to $0.006 per share and the exercise price of the July 2017 Warrants was lowered to $0.006 per share and the total number of July 2017 Warrants was 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 9). During the year ended December 31, 2018, the Company issued 24,216,732 shares of its common stock upon the cashless exercise of 26,498,683 of these warrants. As of December 31, 2018, there were 52,997,367 warrants outstanding under the July 2017 Warrants. January 2018 Financing On January 29, 2018, the Company entered into a Securities Purchase Agreement (the “Fourth Securities Purchase Agreement”) with the Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Fourth Securities Purchase Agreement, the Company issued to the Purchasers for an aggregate subscription amount of $333,333: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,333 (the “January 2018 Notes”); and (ii) 5 year warrants (the “January 2018 Warrants”) to purchase an aggregate of 8,333,333 shares of the Company’s common stock par value $0.0001 per share at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the Warrants). The closing under the Fourth Securities Purchase Agreement occurred on January 29, 2018. The aggregate principal amount of the January 2018 Notes is $333,333 and the Company received $295,000 after giving effect to the original issue discount of $33,333 and offering costs of $5,000. These January 2018 Notes bear interest at a rate equal to 5% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the January 2018 Notes)), have a maturity date of September 29, 2018 and are convertible (principal, and interest) at any time after the issuance date into shares of the Company’s common stock at a conversion price equal to $0.03 per share (subject to adjustment as provided in the January 2018 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 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. The January 2018 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. The January 2018 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 January 2018 Notes and accrued and unpaid interest during the six month following the Original Issue Date. In order to prepay the January 2018 Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the January 2018 Notes in whole or in part at the Conversion Price. Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, a January 2018 Note with $111,111 and $98,031 outstanding principal and interest, respectively (see- Puritan Settlement Agreement The January 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 January 2018 Notes, the Company defaulted on these Notes. Accordingly, pursuant to the default provisions, the conversion price of the notes were lowered to 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 and the total number of January 2018 Warrants were increased on a full ratchet basis from 8,333,334 warrants to 42,499,184, an aggregate increase of 34,165,850 warrants (see Note 9). Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, warrants to purchase 7,558,580 (post anti-dilution) of the Company’s common stock (see- Puritan Settlement Agreement March 2018 Financing On March 13, 2018, the Company entered into a Securities Purchase Agreement (the “Fifth Securities Purchase Agreement”) securities with the Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Fifth Purchase Agreement, the Company issued for an aggregate subscription amount of $333,333: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,333 (the “March 2018 Notes”) and (ii) warrants (the “March 2018 Warrants”) to purchase an aggregate of 12,500,000 shares of the Company’s common stock at an exercise price of $0.04 per share. The aggregate principal amount of the March 2018 Notes is $333,333 and as of the date the Company received $61,000 after giving effect to the original issue discount of $33,333 and offering costs of $10,000 which are treated as a debt discount, the payment of legal and accounting fees of $29,000 not related to March 2018 Notes and the funding of an escrow account held by an escrow agent of $200,000. The March 2018 Notes bear interest at a rate of 5% per year (which interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the March 2018 Notes)), have a maturity date of November 13, 2018 and the principal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the March 2018 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 March 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 March 2018 Warrants shall be 60% of the Default Conversion Price. The March 2018 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 March 2018 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 March 2018 Notes, the Company shall provide 20 trading days prior written notice to the holders, during which time a holder may convert its March 2018 Notes in whole or in part at the conversion price. Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, a convertible note with $111,111 and $97,383 outstanding principal and accrued interest, respectively (see- Puritan Settlement Agreement The March 2018 Notes and related March 2018 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 March 2018 Notes was 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 was increased on a full ratchet basis from 12,500,000 warrants to 63,748,775, an aggregate increase of 51,248,775 warrants (see Note 9). Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, warrants to purchase 11,337,869 (post anti-dilution) of the Company’s common stock (see- Puritan Settlement Agreement July 2018 Financing On July 25, 2018, the Company entered into a securities purchase agreement (the “Sixth Securities Purchase Agreement”) with an institutional investor for the sale of a convertible note in the aggregate principal amount of $150,000 (the “July 2018 Note”). The July 2018 Note bears interest at 8% per year and matures on July 24, 2019. The July 2018 Note is convertible into common stock at a 25% discount to the average of the closing prices of the common stock for the prior five trading days including the date upon which a notice of conversion is received by the Company or its transfer agent. The holder will not have the right to convert any portion of its note if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to its conversion. The July 2018 Note may be prepaid at the Company’s option at a 105% premium between 30 days and 180 days after issuance, and at a 110% premium between 180 days after issuance and the maturity date. Upon certain events defined in the note as “sale events”, the holder may demand repayment of the note for 125% of the principal plus accrued but unpaid interest. The note also includes certain penalties upon the occurrence of an event of default, including an increase in the principal and reduction in the conversion rate, as further described in the July 2018 Note. The Company agreed to use its best efforts to file a proxy statement and take all necessary corporate actions in order to obtain shareholder approval to increase its authorized shares of common stock or effect a reverse split to allow for reserving sufficient shares of common stock to allow for full conversion of the July 2018 Note. As of December 31, 2018, the July 2018 Note had outstanding principal and accrued interest of $150,000 and $5,260, respectively. September 2018 Financing On September 24, 2018, the Company entered into a securities purchase agreement (the “Seventh Purchase Agreement” and together with the Amended and Restated Purchase Agreements and the Second, Third, Fourth, Fifth and Sixth Purchase Agreement, the “Securities Purchase Agreements”) with four accredited investors (the “Seventh Round Purchasers” and together with the Purchasers, the “Note Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Seventh Purchase Agreement, the Company issued to the Seventh Round Purchasers for an aggregate subscription amount of $1,361,111: (i) 10% Original Issue Discount 5% Senior Convertible Notes in the aggregate principal amount of $1,361,111 (the “September 2018 Notes”) and (ii) 5 year warrants (the “September 2018 Warrants”) to purchase an aggregate of 51,041,667 shares of the Company’s common stock at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the September 2018 Warrants). The Company received $1,181,643 in aggregate net proceeds from the sale, net of $136,111 original issue discount and $43,357 in legal fees. The September 2018 Notes bear interest at a rate of 5% per year (which interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the September 2018 Notes)), shall mature on May 24, 2019 and the principal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the September 2018 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 Notes shall be convertible at 60% of the lowest closing price during the prior twenty trading days. The September 2018 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 during month six following the original issuance date of the notes. 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. As of December 31, 2018, the September 2018 Notes had outstanding principal and accrued interest of $1,361,111 and $18,272, respectively. The initial exercise price of the September 2018 Warrants is $0.04 per share, subject to adjustment as described below, and the September 2018 Warrants are exercisable for five years after the issuance date. The September 2018 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. As of December 31, 2018, there were 51,041,667 warrants outstanding under the September 2018 Warrants. November 2018 Financing On November 13, 2018, the Company entered into a securities purchase agreement (the “Eighth Purchase Agreement”) with an institutional accredited investor (the “Eighth Round Purchaser”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Eighth Purchase Agreement, the Company issued to the Eighth Round Purchasers for an aggregate subscription amount of $127,778: (i) 10% Origin |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7 – NOTES 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 principal amount of $538,875. The Loans bear interest at an annual rate of 33.3%, are unsecured and are in default. As of December 31, 2018 and 2017, loan principal due to these third parties amounted to $538,875 for both periods. At December 31, 2018 and 2017, interest payable related to these Loans amounted to $250,777 and $71,332, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 – RELATED PARTY TRANSACTIONS Due to related parties From time to time, the Company receives advances from and repays such advances to the Company’s former chief executive officer for working capital purposes and to repay indebtedness. For the years ended December 31, 2018 and 2017, due to related party activity consisted of the following: Total Balance due to related parties at December 31, 2016 $ (5,000 ) Working capital advances received (168,046 ) Repayments made 13,694 Payments made on line of credit on the Company’s behalf (102,232 ) Balance due to related parties at December 31, 2017 $ (261,584 ) Working capital advances received (264,185 ) Repayments made 210,303 Balance due to related parties at December 31, 2018 $ (315,466 ) Other During the year ended December 31, 2017, the Company owed amounts to a company owned by the Vitel Officers for consulting services performed prior to March 10, 2017, the acquisition date of Vitel. In connection with the balances owed, during the period from March 10, 2017 (the acquisition date) to December 31, 2017, the Company paid interest expense of $6,078 to this company which was reclassified to loss from discontinued operations on the accompanying consolidated statements of operations and repaid all amounts due of $10,563. At December 31, 2017, the Company did not owe any balances to this company. Additionally, during the year ended December 31 2017, the Company paid $23,000 and $8,599 to this company owned by the Vitel Officers for consulting fees and for administrative fees, respectively, which were reclassified to loss from discontinued operations on the accompanying consolidated statements of operations. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT) On February 20, 2019, the board of directors of the Company approved resolutions, and on February 21, 2019, certain stockholders representing a majority of our outstanding voting capital on such date approved by written consent the taking of all steps necessary to increase its authorized common stock from 1,520,000,000 authorized shares consist of 1,500,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share. 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. As of December 31, 2018 and 2017, there were 1,000,000 shares of the Company’s Series A Preferred Stock outstanding. Of these shares, 500,000 are held by our former 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 (see Note 13). 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 issued to Dr. Head and were determined to have nominal value of $289, or $0.0001 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 gave the holders voting rights and were determined to have nominal value of $500, or $0.0001 per shares. As of December 31, 2018 and 2017, there were 7,892,000 shares of Series B Preferred issued and outstanding. On February 20, 2019, pursuant to the Certificate of Designation, the Company exercised its right to redeem 5,000,000 shares of the Series B Preferred outstanding held by to Banco Actinver, S.A., in its capacity as Trustee of the Trust Agreement for the benefit of Mr. Cosme and Mr. Alaman equal to the stated value. The total redemption price equaled $500 or $0.0001 per share of Series B Preferred (see Note 13). Common Stock Common stock issuable for cash During the year ended December 31, 2017, the Company had: ● 16,491,265 shares of its common stock issuable to investors for cash proceeds of $164,713 and a subscription receivable of $200 or $0.01 per share, pursuant to a unit subscription agreement. ● 30,000 shares of its common stock issuable to an investor in connection with a unit subscription agreement in 2016. During the year ended December 31, 2018, the Company had: ● 600,000 shares of its common stock issuable to an investor for cash proceeds of $6,000, or $0.01 per share, pursuant to a unit subscription agreement. Shares issued for cash During the year ended December 31, 2017, the Company issued: ● 8,253,136 shares of its common stock and 4,126,579 five-year warrants to purchase common shares for an exercise price of $0.30 per common share to investors for cash proceeds of $618,983 or $0.075 per share, pursuant to unit subscription agreements. ● 1,000,000 shares of its common stock and 500,000 five-year warrants to purchase common shares for an exercise price of $0.30 per common share to investors for cash proceeds of $50,000 or $0.05 per share, pursuant to a unit subscription agreement. ● 2,000,000 shares of its common stock to Lincoln Park for net cash proceeds of $407,787, pursuant to a Purchase Agreement. During the year ended December 31, 2018, the Company did not issue any shares for cash. Shares issued for services During the year ended December 31, 2017, the Company issued: ● 150,000 shares of its common stock to an employee as a bonus for services to the Company. The shares were valued at the most recent cash price paid of $0.075 per share at the time. In connection with these shares, the Company recorded stock-based compensation of $11,250. ● 20,000 shares of its common stock to a consultant for business development services performed, pursuant to an agreement. The shares were valued at the most recent cash price paid of $0.075 per share at the time. In connection with these shares, the Company recorded stock-based compensation of $1,500. ● 300,000 shares of its common stock to a consultant for business development services performed, pursuant to an agreement. The shares were valued at the quoted trading price on the date of grant of $0.077 per share at the time. In connection with these shares, the Company recorded stock-based consulting fees of $23,100. During the year ended December 31, 2018, the Company issued: ● 2,500,000 shares of its common stock with a grant date value of $52,500 or $0.021 per share as reported on the OTC Pink on the grant date, in exchange for legal services, pursuant to an agreement. Shares issued for acquisition On March 10, 2017, pursuant to the terms of the Contribution Agreement, the Company issued 61,158,013 shares of its unregistered common stock to Banco Actinver, S.A., in its capacity as Trustee (the “Trustee”) of the Irrevocable Management Trust Agreement Trust No. 2868 (the “Trust Agreement”) for the benefit of the Vitel Stockholders in exchange for 100% of the issued and outstanding capital stock of Vitel (see Note 3). The 61,158,013 shares of common stock were valued at $4,586,851, based on the acquisition-date fair value of our common stock of $0.075 per share based on recent sales of the Company’s common stock pursuant to unit subscription agreements. Shares issued for debt conversion During the year ended December 31, 2017, the Company converted an aggregate of $410,514 and $15,358 of outstanding principal and interest of convertible debt, respectively, into 10,608,890 shares of its common stock (see Note 6). During the year ended December 31, 2018, the Company converted an aggregate of $387,292 and $40,320 outstanding principal and interest of convertible debt, respectively and $55,890 of default interest related to the convertible debt, into 58,631,521 shares of its common stock (see Note 6). Shares issued for cashless exercise of warrants During the year ended December 31, 2017, the Company issued 9,547,087 shares of its common stock upon the cashless exercise of 9,074,077 of its warrants (see Note 6). During the year ended December 31, 2018, the Company issued 32,715,368 shares of its common stock upon the cashless exercise of 35,573,203 of its warrants (see Note 6). 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. As of December 31, 2018, there were 22,685,192 warrants outstanding under the November 2016 Warrants. During the year ended December 31, 2016, in connection the sale of common stock, the Company issued an aggregate of 971,538 five-year warrants to purchase common shares for an exercise price of $0.30 per common share to investors pursuant to unit subscription agreements. On June 2, 2017, in connection with the Second Securities Purchase Agreement, the Company issued the June 2017 Warrants to purchase an aggregate of 1,555,633 shares of the Company’s common stock, par value $0.0001 per share at an exercise price of $0.175 (subject to adjustments under certain conditions as defined in the June 2017 Warrants). The June 2017 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 the June 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 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 year ended December 31, 2018, the Company initially issued 6,893,145 shares of its common stock upon the cashless exercise of 9,074,520 of these warrants. The Company issued an additional 1,605,492 shares of common stock pursuant to the ratchet adjustment of the converted 9,074,520 warrants bringing the total shares issued to 8,498,637. In addition, pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, June 2017 Warrants to purchase 6,049,680 (post anti-dilution) of the Company’s Common Stock (see Note 6- Puritan Settlement Agreement On July 26, 2017, in connection with the Third Securities Purchase Agreement, the Company issued the July 2017 Warrants to purchase an aggregate of 4,769,763 shares of the Company’s common stock, par value $0.0001 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 year ended December 31, 2018, the Company issued 24,216,732 shares of its common stock upon the cashless exercise of 26,498,683 of these warrants. As of December 31, 2018, there were 52,997,367 warrants outstanding under the July 2017 Warrants. During the year ended December 31, 2017, in connection the sale of common stock, the Company issued an aggregate of 4,126,579 five-year warrants to purchase common shares for an exercise price of $0.30 per common share to investors pursuant to unit subscription agreements (see” Shares issued for cash On January 29, 2018, in connection with the Fourth Securities Purchase Agreement, the Company issued the January 2018 Warrants to purchase an aggregate of 8,333,334 shares of the Company’s common stock, par value $0.0001 per share at an exercise price of $0.04 (subject to adjustments under certain conditions as defined in the January 2018 Warrants). The January 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 the Fourth Securities Purchase Agreement, the Company defaulted on the Notes. Accordingly, pursuant to the default provisions, the exercise price of the January 2018 Warrants became 60% of the Default Conversion Price and the total number of January 2018 Warrants were increased on a full ratchet basis from 8,333,334 warrants to 42,499,184, an aggregate increase of 34,165,850 warrants. Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, warrants to purchase 7,558,580 (post anti-dilution) of the Company’s common stock (see Note 6 - Puritan Settlement Agreement On March 13, 2018, in connection with the Fifth Securities Purchase Agreement, the Company issued the March 2018 Warrants to purchase an aggregate of 12,500,000 shares of the Company’s common stock, par value $0.0001 per share at an exercise price of $0.04 (subject to adjustments under certain conditions as defined in the March 2018 Warrants). The March 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 the Fifth Securities Purchase Agreement, the Company defaulted on the Notes. Accordingly, pursuant to the default provisions, the exercise price of the March 2018 Warrants became 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 63,748,775, an aggregate increase of 51,248,775 warrants. Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, March 2018 Warrants to purchase 11,337,869 (post anti-dilution) of the Company’s common stock (see Note 7- Puritan Settlement Agreement On September 24, 2018, in connection with the Seventh Securities Purchase Agreement, the Company issued the September 2018 Warrants to purchase an aggregate of 51,041,667 shares of the Company’s common stock, par value $0.0001 per share at an exercise price of $0.04 (subject to adjustments under certain conditions as defined in the September 2018 Warrants). The September 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. As of December 31, 2018, there were 51,041,667 warrants outstanding under the September 2018 Warrants. On November 13, 2018, in connection with the Eighth Securities Purchase Agreement, the Company issued the November 2018 Warrants to purchase an aggregate of 4,791,667 shares of the Company’s common stock, par value $0.0001 per share at an exercise price of $0.04 (subject to adjustments under certain conditions as defined in the November 2018 Warrants). 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. As of December 31, 2018, there were 4,791,667 warrants outstanding under the November 2018 Warrants. During the year ended December 31, 2018, the Company issued 32,715,369 shares of its common stock upon the cashless exercise of 35,573,203 of these warrants (see Note 9). Warrant activities for the years ended December 31, 2018 and 2017 are summarized as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2016 3,304,872 $ 0.270 4.82 $ — Issued on a full ratcheted basis 147,969,189 $ 0.006 — $ — Issued in connection with financings 10,951,974 $ 0.170 — $ — Exercised (9,074,077 ) $ 0.03 — $ — Balance Outstanding December 31, 2017 153,151,959 $ 0.020 4.41 $ 5,754,600 Issued in connection with financings 76,666,668 $ 0.04 4.07 $ — Adjustment in connection with default provision 85,414,624 $ 0.005 2.09 Reduction in warrants related to settlement of debt (24,946,129 ) $ 0.013 — $ — Exercised (35,573,203 ) $ 0.006 — $ — Balance Outstanding December 31, 2018 254,713,920 $ 0.021 3.47 $ — Exercisable, December 31, 2018 254,713,920 $ 0.021 3.47 $ — Stock options Effective February 18, 2011, our board of directors adopted and approved the 2011 stock option plan. The purpose of the 2011 stock option plan is to enhance the long-term stockholder value of our company by offering opportunities to directors, key employees, officers, independent contractors and consultants of our company to acquire and maintain stock ownership in our company in order to give these persons the opportunity to participate in our company’s growth and success, and to encourage them to remain in the service of our company. A total of 43,094 options to acquire shares of our common stock were authorized under the 2011 stock option plan and during the 12 month period after the first anniversary of the adoption of the 2011 stock option plan, by our board of directors and during each 12 month period thereafter, our board of directors is authorized to increase the amount of options authorized under this plan by up to 10,744 shares. As of December 31, 2017 and 2018, no options were granted under the 2011 stock option plan. 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, outside of the plan, 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 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 grant fair value of $293,598 and will record stock-based compensation expense over the vesting term. On April 17, 2017, the Company granted an aggregate of 700,000 stock options, outside of the plan, to purchase shares of the Company’s common stock to two non-employee members of the Board, Daniel S. Hoverman and Charles L. Rice; each were granted 350,000 stock options, exercisable at $0.26 per share. These options vested April 17, 2018 and expire on April 17, 2027. The stock options vest so long as the optionee remains an employee of the Company on the vesting date (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 288%; risk-free interest rate of 1.79%; and, an estimated term based on the simplified method of 6 years. In connection with these options, the Company valued these options at a grant date fair value of $52,430 which was recorded as stock-based compensation expense during the year ended December 31, 2018. At December 31, 2017, there were 4,700,000 options outstanding and 1,333,334 options vested and exercisable. As of December 31, 2017, there was $79,516 of unvested stock-based compensation expense to be recognized through December 2026. The aggregate intrinsic value at December 31, 2017 was $0, calculated based on the difference between the quoted share price on December 31, 2017 and the exercise price of the underlying options. On May 8, 2018, the Company granted an aggregate of 17,500,000 stock options, outside of the plan, to purchase 17,500,000 shares of the Company’s common stock at $0.0135 per share as follows: (i) 15,000,000 options were granted to officers and directors of the Company; (ii) 500,000 options were granted to an employee and; (iii) 2,000,000 options were granted to the Company’s scientific advisory board. These options vest May 8, 2019 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 December 31, 2018, there were 22,200,000 options outstanding and 3,366,668 options vested and exercisable. As of December 31, 2018, there was $87,778 of unvested stock-based compensation expense to be recognized through May 2019. The aggregate intrinsic value at December 31, 2018 was approximately $0, calculated based on the difference between the quoted share price on December 31, 2018 and the exercise price of the underlying options. During the years ended December 31, 2018 and 2017, the Company recorded stock-based compensation expense of $276,918 and $214,082, respectively, related to these options. Stock option activities for the year ended December 31, 2018 and 2017 are summarized as follows: Number of Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2016 — $ — — $ — Granted 4,700,000 $ 0.25 10.00 $ — Balance Outstanding December 31, 2017 4,700,000 $ 0.25 9.19 $ — Granted 17,500,000 $ 0.0135 10.00 $ — Balance Outstanding December 31, 2018 22,200,000 $ 0.06 9.12 $ — Exercisable, December 31, 2018 3,366,668 $ 0.25 8.21 $ — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 – INCOME TAXES The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets at December 31, 2018 and 2017 consist of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill which, among other items, reduces the current federal income tax rate to 21% from 34%. The rate reduction is effective January 1, 2018, and is permanent. The Act has caused the Company’s deferred income taxes to be revalued. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2017, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. Since the Company has provided a full valuation allowance against its deferred tax assets, the revaluation of the deferred tax assets did not have a material impact on any period presented. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2018 and 2017 were as follows: Years Ended December 31, 2018 2017 Income tax deduction (benefit) at U.S. statutory rate of 21% in 2018 and 34% in 2017 $ 1,358,348 $ (6,974,467 ) Income tax deduction (benefit) – state 517,466 (1,641,051 ) Non-deductible (income) expenses (2,523,247 ) 7,570,278 Effect of change in U.S. effective rate to 21% — 323,527 Change in valuation allowance 647,433 721,713 Total provision for income tax $ — $ — The Company’s approximate net deferred tax asset as of December 31, 2018 and 2017 was as follows: Years Ended December 31, 2018 2017 Net operating loss carryforward $ 2,133,637 $ 1,486,204 Total deferred tax asset 2,133,637 1,486,204 Less: valuation allowance (2,133,637 ) (1,486,204 ) Net deferred tax asset $ — $ — The gross operating loss carryforward was approximately $7,357,369 at December 31, 2018. The Company provided a valuation allowance equal to the net deferred income tax asset as of December 31, 2018 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the valuation allowance was $647,433 in 2018. The potential tax benefit arising from the net operating loss carryforward of $1,486,204 from the period prior to Act’s effective date will expire in 2038. The potential tax benefit arising from the net operating loss carryforward of $647,433 from the period following to the Act’s effective date can be carried forward indefinitely within the annual usage limitations. Additionally, the future utilization of the net operating loss carryforward to offset future taxable income is subject to an annual limitations as a result of ownership or business changes that occurred in 2018 and may occur in the future. The Company has not conducted a study to determine the limitations on the utilization of these net operating loss carryforwards. If necessary, the deferred tax assets will be reduced by any carryforward that may not be utilized or expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2018 and 2017 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 – COMMITMENTS AND CONTINGENCIES Lease Effective September 1, 2015, the Company leases its facilities under a non-cancelable operating lease which expires on August 31, 2020. The Company has the right to renew certain facility leases for an additional five years. Rent expense is $3,200 base rent per month plus $8,815 of operating expense and other fees totaling to $47,215 the year ended December 31, 2018. Rent expense was $3,067 base rent per month plus $811,042 of operating expense and other fees totaling to $47,846 the year ended December 31, 2017. Future minimum lease payments under non-cancelable operating leases at December 31, 2018 are as follows: Years ending December 31, Amount 2019 $ 38,400 2020 25,600 Total minimum non-cancelable operating lease payments $ 64,000 |
Employment Agreements
Employment Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Employment Agreements | |
Employment Agreements | NOTE 12 – 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 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 Company amended each of the February 2, 2016 employment agreements of the Company’s chief executive officer and chief financial officer to extend the term to March 9, 2020 and to provide for 100% vesting of any unvested portion of any outstanding equity, or equity-based award granted to them by the Company upon termination of their respective employment agreements without cause, as a result of a breach of the agreement by the Company or upon their respective death or disability. 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). Effective December 26, 2018, the Company replaced Dr. Jonathan Head and appointed Dr. Brian Barnett as the new Chief Executive Officer. Dr. Head will continue to serve the Company as the Chairman of the Board of Directors and now as its Chief Scientific Officer effective December 26, 2018 (see Note 1). Dr. Head is still negotiating the terms of his new employment agreement for his new position as the Chief Scientific Officer, with the Company, as of the date of this report. On December 26, 2018, Dr. Barnett entered into an employment agreement with us (“Barnett Employment Agreement”) to serve as the Company’s Chief Executive Officer effective, the term of which runs for three years (from December 26, 2018 through December 26, 2021) and renews automatically for one year periods unless a written notice of termination is provided not less than 180 days prior to the automatic renewal date. The Barnett Employment Agreement provides that Dr. Barnett’s salary for calendar year 2019 shall be $250,000 and for each calendar year thereafter during the term of the Barnett Employment Agreement 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. Barnett for the immediately preceding calendar year. Dr. Barnett is also eligible to receive a performance based bonus of up to $150,000 upon completion of specific metrics established by the Company’s Board of Directors and is entitled to participate in all medical and other benefits that the Company has established for its employees. Pursuant to the employment agreement, the Company will also grant options to purchase a number of shares of the Company’s common stock equal to $100,000 divided by the volume weighted average price of the Company’s common stock for the ten (10) business days prior to the effective date of the employment agreement. The option grant is subject to continued employment, and will vest ratably over the first three anniversary dates of the grant date. As of December 31, 2018, the options have not been granted by the Board of Directors. Additionally, upon the closing of a transaction during calendar year 2019 which results in the sale of common stock of the Company on terms acceptable to the Board that provides net proceeds to the Company of no less than $4,000,000 (a “Qualifying Transaction”), Dr. Barnett shall be granted options to purchase a number of shares of the Company’s common stock equal to $50,000 divided by the transaction price of the Company’s common stock in the Qualifying Transaction. The option grant is subject to continued employment, and will vest ratably over the first three anniversary dates of the date of the closing of the Qualifying Transaction. Vitel employment agreements On March 10, 2017, Vitel entered into employment agreements with each of Messrs. Cosme and Alaman who were the sellers of Vitel (the “Vitel Employment Agreements”). Mr. Cosme was appointed as Vitel’s General Manager of Global Operations and Mr. Alaman was appointed as its Chief Operations Officer. Both of Messrs. Cosme and Alaman will be responsible for, supervising, managing, planning, directing and organizing the activities of the Vitel and will be its two most senior executive officers reporting to Vitel’s Board of Directors with all other employees of Vitel reporting directly or indirectly to them. Each of the Vitel Employment Agreements provides for a base salary of $187,500, annual bonuses and other compensation as required under Mexican Federal Labor Law and an annual bonus target of 50% of salary based on performance objectives to be established by the Company’s Board of Directors annually. In addition, Messrs. Cosme and Alaman are entitled to a $500 monthly car allowance, health insurance reimbursement of up to $5,000 per year and other benefits required under Mexican law. The Vitel Employment Agreements also contains a non-compete provision prohibiting them from engaging in business activities that compete with Vitel’s current business and allows them to continue to operate their ongoing pharmaceuticals business so long as such business does not interfere with their duties to Vitel under their respective employment agreements. In addition, if Messrs. Cosme and Alaman seek to pursue any future business opportunities that do not interfere with their obligations to Vitel, they are required to notify the Company and provide it with a notice and an opportunity to participate in such opportunity. The Vitel Employment Agreements may be terminated upon the employee’s death or disability, and with or without cause. In the event Vitel terminates either of Messrs. Cosme and Alaman’s employment upon their death or disability, for cause (as defined in the employment agreement) or if either of them should resign without cause, the person resigning is entitled to payment of their base salary through the date of termination and certain severance payments they are legally entitled to receive under Mexican Federal Labor Law. At Vitel’s option, it may terminate their employment without cause or the employee may terminate the agreement for good cause (as defined in the agreement) in which event the person terminated is entitled to (i) the equivalent amount of the corresponding severance payment set forth in the Mexican Federal Labor Law for an unjustified dismissal, or if greater (ii) the equivalent amount of up to three years’ gross salary and certain amounts mandated under Mexican labor laws, depending on the date of termination less the number of months elapsed after March 10, 2017. The severance payment shall be paid in equal monthly installments over the remaining term so long as the employee is in compliance with the non-compete provisions provided for in the employment agreement. In December 2017, Messrs. Cosme and Alaman terminated their respective employment agreements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 - SUBSEQUENT EVENTS Authorized shares: On February 20, 2019, the board of directors of the Company approved resolutions, and on February 21, 2019, certain stockholders representing a majority of our outstanding voting capital on such date approved by written consent the taking of all steps necessary to increase its authorized common stock from 1,520,000,000 authorized shares consisted of 1,500,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share. This increase in authorized shares is reflected retrospectively for all periods in the accompanying consolidated balance sheet. Financing: On January 18, 2019, the Company entered into a securities purchase agreement (the “Ninth Securities Purchase Agreement”) with an institutional investor for the sale of a convertible note in the aggregate principal amount of $146,875 (the “January 2019 Note I”). The January 2019 Note I contains an original issue discount (“OID”) of $12,500 such that the purchase price of the January 2019 Note I was $134,375. The closing occurred on January 22, 2019, and the Company received a net amount of $125,000 after the payment of legal fees. The January 2019 Note I has an interest rate of 5% per annum and matures on January 18, 2020. During the first six months the, January 2019 Note I may be converted, all or a portion, of the outstanding principal into shares of the Company’s common stock at a fixed conversion price of $0.02 per share. Starting on the six-month anniversary, the conversion price shall be equal to 60% of the lowest trading price of the common stock during the 20 prior trading days (including the day upon which a notice of conversion is received). The January 2019 Note I may not be converted to the extent that such conversion would result in beneficial ownership by the investor and its affiliates to exceed more than 9.9% of the Company’s issued and outstanding common stock. If the Company prepays the January 2019 Note I within 150 days of its issuance, the Company must pay the principal at a cash redemption premium of 115%, in addition to accrued interest; if such prepayment is made from the151st day to the 180th day after issuance, then such redemption premium is 120%, in addition to accrued interest. After the 180th day following the issuance of the January 2019 Note I, there shall be no further right of prepayment. On January 18, 2019, the Company entered into a securities purchase agreement (the “Tenth Securities Purchase Agreement”) with an institutional investor for the sale of a convertible note in the aggregate principal amount of $88,125 (the “January 2019 Note II”). The January 2019 Note II contains an original issue discount (“OID”) of $7,500 such that the purchase price of the January 2019 Note II was $80,625. The closing occurred on January 29, 2019, and the Company received a net amount of $75,000 after the payment of legal fees. The January 2019 Note II has an interest rate of 5% per annum and matures on January 18, 2020. During the first six months the January 2019 Note II is in effect, the investor may convert all or a portion of the outstanding principal of the January 2019 Note II into shares of the Company’s common stock at a fixed conversion price of $0.02 per share. Starting on the six-month anniversary, the conversion price shall be equal to 60% of the lowest trading price of the common stock during the 20 prior trading days (including the day upon which a notice of conversion is received). The investor may not convert the January 2019 Note II to the extent that such conversion would result in beneficial ownership by the investor and its affiliates of more than 9.9% of the Company’s issued and outstanding common stock. If the Company prepays the January 2019 Note II within 150 days of its issuance, the Company must pay the principal at a cash redemption premium of 115%, in addition to accrued interest; if such prepayment is made from the151st day to the 180th day after issuance, then such redemption premium is 120%, in addition to accrued interest. After the 180th day following the issuance of the January 2019 Note II, there shall be no further right of prepayment. On March 25, 2019, the Company entered into a securities purchase agreement (the “Eleventh Purchase Agreement” and for the sale of the Company’s convertible notes and warrants. Pursuant to the Eleventh Purchase Agreement, the Company issued to the Eleventh Round Purchaser for an aggregate subscription amount of $50,000: (i) 10% Original Issue Discount and 5% Senior Convertible Notes in the aggregate principal amount of $55,556 (the “March 2019 Note”) and (ii) 5 year warrants (the “March 2019 Warrant”) to purchase an aggregate of 2,083,333 shares of the Company’s common stock at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the March 2019 Warrant). The Company received $50,000 in aggregate net proceeds from the sale, net of $5,556 original issue discount. The March 2019 Note bears an interest rate of 5% per year (which interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the March 2019 Note)), shall mature on November 25, 2019 and the principal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the March 2019 Note); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the Notes shall be convertible at 60% of the lowest closing price during the prior twenty trading days. The investor may not convert the March 2019 Note to the extent that such conversion would result in beneficial ownership by the investor and its affiliates of more than 9.9% of the Company’s issued and outstanding common stock. The March 2019 Note may be prepaid at anytime until the 180th following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the March 2019 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 the outstanding principal balance of the March 2019 Note and accrued and unpaid interest during month six following the original issue date. In order to prepay the March 2019 Note, the Company shall provide twenty trading days prior written notice to the lender, during which time the investor may convert the March 2019 Note in whole or in part at the conversion price. The initial exercise price of the March 2019 Warrant is $0.04 per share, subject to adjustment as described below, and the March 2019 Warrant are exercisable for five years after the issuance date. The March 2019 Warrant 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. Conversion of Convertible Debt: Subsequent to the year ended December 31, 2018, The Company converted $152,996 and $49,772 of outstanding principal and interest into 37,864,284 shares of common stock. Series B Preferred Redemption: On February 20, 2019, pursuant to the Certificate of Designation, the Company exercised its right to redeem all of the 5,000,000 shares of the Series B Preferred outstanding held by to Banco Actinver, S.A., in its capacity as Trustee of the Trust Agreement for the benefit of Mr. Cosme and Mr. Alaman equal to the stated value. The total redemption price equaled $500, which was equal to $0.0001 per share of Series B Preferred (see Note 3 and Note 9). These shares Series B Preferred were cancelled upon redemption and considered unissued and not outstanding, effective on the date of cancellation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of presentation and principals 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) were treated as a discontinued operation through December 31, 2017 and were deconsolidated effective January 1, 2018 (see Note 3). All significant intercompany accounts and transactions have been eliminated in consolidation. |
Going Concern | Going concern The 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 consolidated financial statements, the Company had net income (loss) of $6,468,325 and $(20,513,138) for the years ended December 31, 2018 and 2017, respectively, however the net income in 2018 resulted primarily from the change in far value of derivative liabilities. The net loss from operations was $1,777,973. The net cash used in operations were $1,679,406 and $2,294,341 for the years ended December 31, 2018 and 2017, respectively. Additionally, the Company had an accumulated deficit of $17,187,664 and $23,655,989, at December 31, 2018 and 2017, respectively, had a stockholders’ deficit of $7,546,917 at December 31, 2018, had a working capital deficit of $7,557,621 at December 31, 2018. The Company had no revenues from continuing operations for the years ended December 31, 2018 and 2017, and we defaulted on our debt. 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 a period of twelve months from the issuance date of this report. 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 years ended December 31, 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, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, 2018. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted 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 which 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 from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. At December 31, 2018 At December 31, 2017 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — 3,364,032 — — 11,966,760 A roll forward of the level 3 valuation financial instruments is as follows: For the Year Ended December 31, 2018 2017 Balance at beginning of year $ 11,966,760 $ 402,055 Initial valuation of derivative liabilities included in debt discount 2,039,143 473,240 Initial valuation of derivative liabilities included in derivative expense 1,811,617 730,700 Reclassification of derivative liabilities to gain on debt extinguishment upon conversion of debt (422,835 ) (478,645 ) Reclassification of derivative liabilities to gain on debt extinguishment upon cashless exercise of warrants (666,756 ) (667,926 ) Reclassification of derivative liabilities to gain on debt extinguishment for debt settlement (1,323,111 ) — Change in fair value included in derivative expense (10,040,786 ) 11,507,336 Balance at end of year $ 3,364,032 $ 11,966,760 ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding 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 December 31, 2018 and 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 December 31, 2018 and 2017. The Company has not experienced any losses in such accounts through December 31, 2018. |
Accounts Receivable - Discontinued Operations | Accounts receivable - discontinued operations Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection (see Note 3). |
Inventories - Discontinued Operations | Inventories – discontinued operations Inventories, consisting of finished goods related to the Company’s products are stated at the lower of cost and net realizable value utilizing the first-in first-out (FIFO) method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are recorded based on estimates (see Note 3). |
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. Based on the Company’s review of long-lived assets for impairment, year ended December 31, 2017, the Company recognized an impairment loss of $4,760,646 since the sum of expected undiscounted future cash flows is less than the carrying amount of the intangible assets. The impairment loss consisted of $4,718,817 impairment of intangibles recorded in connection with the acquisition of Vitel (see Note 3) and $41,829 impairment of an acquired drug formula included in the discontinued operations. |
Revenue Recognition | Revenue recognition In May 2014, FASB issued an update Accounting Standards Update, ASU 2014-09, establishing ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted this standard on January 1, 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s sources of revenue, the Company has concluded that ASU 2014-09 did not have any impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers and there was no cumulative effect adjustment. The Company does not have revenues from continuing operations in 2018 and 2017 and any revenues from discontinued operations are included in loss from discontinued operations in 2017. |
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. |
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. On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill which, among other items, reduces the current federal income tax rate to 21% from 34%. The rate reduction is effective January 1, 2018, and is permanent. The Act has caused the Company’s deferred income taxes to be revalued. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2017, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. Since the Company has provided a full valuation allowance against its deferred tax assets, the revaluation of the deferred tax assets did not have a material impact on any period presented. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. For the years ended December 31, 2018 and 2017, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. |
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 years ended December 31, 2018 and 2017, research and development costs were $204,562 and $103,915, respectively, and are included in operating expenses on the accompanying consolidated statements of operations. |
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, all share-based payments to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company early adopted ASU No. 2018-07 in the second quarter of 2018, and the adoption did not have any impact on its consolidated financial statements. |
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 options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of December 31, 2018 and 2017 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: December 31, 2018 2017 Stock warrants 143,184,844 153,151,959 Convertible debt — 140,126,333 Stock options 22,200,000 4,000,000 165,384,844 297,278,292 The following table presents a reconciliation of basic and diluted net loss per share: Years Ended December 31, 2018 2017 Income (loss) per common share — basic: Income (loss) from continuing operations $ 6,468,325 $ (14,849,036 ) Loss from discontinued operations — (5,664,102 ) Net income (loss) $ 6,468,325 $ (20,513,138 ) Weighted average common shares outstanding — basic 233,858,517 128,916,989 Net income (loss) per common share – basic: From continuing operations $ 0.03 $ (0.12 ) From discontinued operations 0.00 (0.04 ) Net income (loss) per common share — basic $ 0.03 $ (0.16 ) Income (loss) per common share — diluted: Income (loss) from continuing operations $ 6,468,325 $ (14,849,036 ) Add: interest on debt 2,130,838 1,153,146 Less: derivative income and debt settlement income (10,343,503 ) 11,232,764 Less: gain on foreign currency transactions (33,633 ) — Numerator for loss from continuing operations per common share — diluted (1,777,973 ) (2,463,126 ) Numerator for loss from discontinuing operations per common share — diluted — (5,664,102 ) Net loss per common share – diluted $ (1,777,973 ) $ (8,127,228 ) Weighted average common shares outstanding — basic 233,858,517 128,916,989 Effect of dilutive securities: Preferred shares 8,892,000 — Warrants 45,970,039 — Convertible notes payable 242,807,089 — Weighted average common shares outstanding – diluted 531,527,645 128,916,989 Net loss per common share – diluted: From continuing operations $ 0.00 $ (0.12 ) From discontinued operations 0.00 (0.04 ) Net loss per common share — diluted $ 0.00 $ (0.16 ) |
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 discontinued subsidiaries located in Mexico is the Mexican Peso (“Peso”). For the discontinued subsidiaries whose functional currencies were the Peso, for the year ended December 31, 2017, results of operations and cash flows were translated at average exchange rates during the period, assets and liabilities were translated at the spot exchange rate at the end of the period, and equity was translated at historical exchange rates. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars were included in determining comprehensive loss. Assets and liabilities denominated in foreign currencies were 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 will not have, any material effect on the results of operations of the Company. Asset and liability accounts related to the Company’s discontinued Mexico operations at December 31, 2017 were translated at 19.670 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 year ended December 31, 2017 was 18.4971 Pesos to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. During the year ended December 31, 2018, the Company did not have any foreign currency translation or transaction adjustments. |
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 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. This updated guidance may to have a material impact on the Company’s 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. In August 2018, the FASB issued ASU 2018-13 —Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement Removals 1. The amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy 2. The policy for timing of transfers between levels 3. The valuation processes for Level 3 fair value measurements 4. For nonpublic entities, the changes in unrealized gains and losses for the period included in earnings for recurring Level 3 fair value measurements held at the end of the reporting period. Modifications 1. In lieu of a roll forward for Level 3 fair value measurements, a nonpublic entity is required to disclose transfers into and out of Level 3 of the fair value hierarchy and purchases and issues of Level 3 assets and liabilities. 2. For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly. 3. The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. Additions 1. The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. 2. The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. In addition, the amendments eliminate at a minimum an entity shall disclose at a minimum 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. |
Reclassifications | Reclassifications The Company segregated the common stock issuable for year ended December 31, 2018 in a separate line item in the equity section of the accompanying consolidated balance sheet and statement of changes in stockholder’s deficit and conformed the presentation of the same for the year ended December 31, 2017 for comparative presentation. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Based on Short - Term Maturity | The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. At December 31, 2018 At December 31, 2017 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — 3,364,032 — — 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: For the Year Ended December 31, 2018 2017 Balance at beginning of year $ 11,966,760 $ 402,055 Initial valuation of derivative liabilities included in debt discount 2,039,143 473,240 Initial valuation of derivative liabilities included in derivative expense 1,811,617 730,700 Reclassification of derivative liabilities to gain on debt extinguishment upon conversion of debt (422,835 ) (478,645 ) Reclassification of derivative liabilities to gain on debt extinguishment upon cashless exercise of warrants (666,756 ) (667,926 ) Reclassification of derivative liabilities to gain on debt extinguishment for debt settlement (1,323,111 ) — Change in fair value included in derivative expense (10,040,786 ) 11,507,336 Balance at end of year $ 3,364,032 $ 11,966,760 |
Schedule of Anti-dilutive Shares Outstanding | The following potentially dilutive equity securities outstanding as of December 31, 2018 and 2017 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: December 31, 2018 2017 Stock warrants 143,184,844 153,151,959 Convertible debt — 140,126,333 Stock options 22,200,000 4,000,000 165,384,844 297,278,292 |
Schedule of Reconciliation of Basic and Diluted Net Loss Per Share | The following table presents a reconciliation of basic and diluted net loss per share: Years Ended December 31, 2018 2017 Income (loss) per common share — basic: Income (loss) from continuing operations $ 6,468,325 $ (14,849,036 ) Loss from discontinued operations — (5,664,102 ) Net income (loss) $ 6,468,325 $ (20,513,138 ) Weighted average common shares outstanding — basic 233,858,517 128,916,989 Net income (loss) per common share – basic: From continuing operations $ 0.03 $ (0.12 ) From discontinued operations 0.00 (0.04 ) Net income (loss) per common share — basic $ 0.03 $ (0.16 ) Income (loss) per common share — diluted: Income (loss) from continuing operations $ 6,468,325 $ (14,849,036 ) Add: interest on debt 2,130,838 1,153,146 Less: derivative income and debt settlement income (10,343,503 ) 11,232,764 Less: gain on foreign currency transactions (33,633 ) — Numerator for loss from continuing operations per common share — diluted (1,777,973 ) (2,463,126 ) Numerator for loss from discontinuing operations per common share — diluted — (5,664,102 ) Net loss per common share – diluted $ (1,777,973 ) $ (8,127,228 ) Weighted average common shares outstanding — basic 233,858,517 128,916,989 Effect of dilutive securities: Preferred shares 8,892,000 — Warrants 45,970,039 — Convertible notes payable 242,807,089 — Weighted average common shares outstanding – diluted 531,527,645 128,916,989 Net loss per common share – diluted: From continuing operations $ 0.00 $ (0.12 ) From discontinued operations 0.00 (0.04 ) Net loss per common share — diluted $ 0.00 $ (0.16 ) |
Acquisition, Discontinuation _2
Acquisition, Discontinuation of Operations and Deconsolidation of Vitel and Oncbiomune Mexico (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summarizes the Estimated Fair Value of Assets Acquired and Liabilities Assumed | Based upon the purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition: Cash $ 39,144 Accounts receivable 161,466 Inventories 54,952 Recoverable taxes 50,792 Other current assets 278 Property and equipment 480 Goodwill and other intangible assets 4,718,817 Total assets acquired at fair value 5,025,929 Accounts payable and accrued expenses 432,354 Payroll taxes 6,224 Total liabilities assumed 438,578 Total purchase consideration $ 4,587,351 |
Schedule of Discontinued Operations Financial Statements | The assets and liabilities classified as discontinued operations in the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2018 and 2017 is set forth below. December 31, 2018 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: Years Ended December 31, 2018 2017 Revenues $ — $ 445,601 Cost of revenues — 255,866 Gross (loss) profit — 189,735 Operating expenses: Compensation expense — 335,381 Professional fees — 171,043 Impairment loss – goodwill and other intangibles — 4,760,646 General and administrative expenses — 235,188 Total operating expenses — 5,502,258 Loss from operations — (5,312,523 ) Other expense, net — (16,107 ) Loss from discontinued operations — (5,328,630 ) Loss from disposal of discontinued operations – impairment of tangible assets — (335,472 ) Loss from discontinued operations, net of income taxes $ — $ (5,664,102 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | At December 31, 2018 and 2017, property and equipment consisted of the following: Useful Life 2018 2017 Leasehold improvements 5 Years $ 10,976 $ 10,976 Furniture and equipment 5 Years 13,715 13,715 24,691 24,691 Less: accumulated depreciation (20,387 ) (18,049 ) Property and equipment, net $ 4,304 $ 6,642 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | During the years ended December 31, 2018 and 2017, the fair value of the derivative liabilities was estimated using the Binomial valuation model with the following assumptions: 2018 2017 Dividend rate — % — % Term (in years) 0.01 to 5.00 years 0.01 to 5.00 years Volatility 188.9 to 197.1 % 127.8 to 189.8 % Risk—free interest rate 2.07 to 2.96 % 1.03 to 2.20 % |
Schedule of Convertible Note | At December 31, 2018 and December 31, 2017, the convertible debt consisted of the following: December 31, 2018 2017 Principal amount $ 2,436,394 $ 840,757 Less: unamortized debt discount (1,002,142 ) (154,374 ) Convertible note payable, net $ 1,434,252 $ 686,383 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties Activity | For the years ended December 31, 2018 and 2017, due to related party activity consisted of the following: Total Balance due to related parties at December 31, 2016 $ (5,000 ) Working capital advances received (168,046 ) Repayments made 13,694 Payments made on line of credit on the Company’s behalf (102,232 ) Balance due to related parties at December 31, 2017 $ (261,584 ) Working capital advances received (264,185 ) Repayments made 210,303 Balance due to related parties at December 31, 2018 $ (315,466 ) |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Warrant Activities | Warrant activities for the years ended December 31, 2018 and 2017 are summarized as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2016 3,304,872 $ 0.270 4.82 $ — Issued on a full ratcheted basis 147,969,189 $ 0.006 — $ — Issued in connection with financings 10,951,974 $ 0.170 — $ — Exercised (9,074,077 ) $ 0.03 — $ — Balance Outstanding December 31, 2017 153,151,959 $ 0.020 4.41 $ 5,754,600 Issued in connection with financings 76,666,668 $ 0.04 4.07 $ — Adjustment in connection with default provision 85,414,624 $ 0.005 2.09 Reduction in warrants related to settlement of debt (24,946,129 ) $ 0.013 — $ — Exercised (35,573,203 ) $ 0.006 — $ — Balance Outstanding December 31, 2018 254,713,920 $ 0.021 3.47 $ — Exercisable, December 31, 2018 254,713,920 $ 0.021 3.47 $ — |
Schedule of Stock Option Activities | Stock option activities for the year ended December 31, 2018 and 2017 are summarized as follows: Number of Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding December 31, 2016 — $ — — $ — Granted 4,700,000 $ 0.25 10.00 $ — Balance Outstanding December 31, 2017 4,700,000 $ 0.25 9.19 $ — Granted 17,500,000 $ 0.0135 10.00 $ — Balance Outstanding December 31, 2018 22,200,000 $ 0.06 9.12 $ — Exercisable, December 31, 2018 3,366,668 $ 0.25 8.21 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Taxes and Reconciliation | The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2018 and 2017 were as follows: Years Ended December 31, 2018 2017 Income tax deduction (benefit) at U.S. statutory rate of 21% in 2018 and 34% in 2017 $ 1,358,348 $ (6,974,467 ) Income tax deduction (benefit) – state 517,466 (1,641,051 ) Non-deductible (income) expenses (2,523,247 ) 7,570,278 Effect of change in U.S. effective rate to 21% — 323,527 Change in valuation allowance 647,433 721,713 Total provision for income tax $ — $ — |
Schedule of Deferred Tax Assets | The Company’s approximate net deferred tax asset as of December 31, 2018 and 2017 was as follows: Years Ended December 31, 2018 2017 Net operating loss carryforward $ 2,133,637 $ 1,486,204 Total deferred tax asset 2,133,637 1,486,204 Less: valuation allowance (2,133,637 ) (1,486,204 ) Net deferred tax asset $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | Future minimum lease payments under non-cancelable operating leases at December 31, 2018 are as follows: Years ending December 31, Amount 2019 $ 38,400 2020 25,600 Total minimum non-cancelable operating lease payments $ 64,000 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 10, 2017 | Aug. 19, 2016 |
Ownership interest | 50.00% | |||
Acquisition percentage of issued and outstanding | 50.00% | |||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
February 21, 2019 [Member] | ||||
Common stock, shares authorized | 1,520,000,000 | |||
Preferred stock, shares authorized | 20,000,000 | |||
Preferred stock, par value | $ 0.0001 | |||
February 21, 2019 [Member] | Common Stock [Member] | ||||
Common stock, shares authorized | 1,500,000,000 | |||
Common stock, par value | $ 0.0001 | |||
February 21, 2019 [Member] | Minimum [Member] | ||||
Common stock, shares authorized | 500,000,000 | |||
February 21, 2019 [Member] | Maximum [Member] | ||||
Common stock, shares authorized | 1,500,000,000 | |||
Vitel Stockholders [Member] | ||||
Acquisition percentage of issued and outstanding | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net income (loss) | $ 6,468,325 | $ (20,513,138) | |
Loss from operations | (1,777,973) | (2,463,126) | |
Net cash used in operations | (1,679,406) | (2,294,341) | |
Accumulated deficit | (17,187,664) | (23,655,989) | |
Stockholders' deficit | (7,546,917) | (14,808,978) | $ (826,633) |
Working capital deficit | 7,557,621 | ||
Revenue from continuing operations | |||
Cash equivalents | |||
Cash FDIC | |||
Impairment loss of intangibles | 4,760,646 | ||
Impairment loss | 4,718,817 | ||
Impairment loss - discontinued operation | $ 377,301 | ||
Federal income tax description | On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the "Act"), a tax reform bill which, among other items, reduces the current federal income tax rate to 21% from 34%.The rate reduction is effective January 1, 2018, and is permanent. | ||
Federal income tax rate | 21.00% | 34.00% | |
Research and development costs | $ 204,562 | $ 103,915 | |
Foreign currency translation description | Asset and liability accounts related to the Company's discontinued Mexico operations at December 31, 2017 were translated at 19.670 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 year ended December 31, 2017 was 18.4971 Pesos to $1.00. | ||
Minimum [Member] | |||
Estimated useful lives | 3 years | ||
Maximum [Member] | |||
Estimated useful lives | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Fair Value Based on Short - Term Maturity (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative liabilities | $ 3,364,032 | $ 11,966,760 |
Level 1 [Member] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Derivative liabilities | $ 3,364,032 | $ 11,966,760 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Roll Forward of Level 3 Valuation Financial Instrument (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Balance at beginning of year | $ 11,966,760 | $ 402,055 |
Initial valuation of derivative liabilities included in debt discount | 2,039,143 | 473,240 |
Initial valuation of derivative liabilities included in derivative expense | 1,811,617 | 730,700 |
Reclassification of derivative liabilities to gain on debt extinguishment upon conversion of debt | (422,835) | (478,645) |
Reclassification of derivative liabilities to gain on debt extinguishment upon cashless exercise of warrants | (666,756) | (667,926) |
Reclassification of derivative liabilities to gain on debt extinguishment for debt settlement | (1,323,111) | |
Change in fair value included in derivative expense | (10,040,786) | 11,507,336 |
Balance at end of year | $ 3,364,032 | $ 11,966,760 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total antidilutive securities excluded from computation of earnings per share | 165,384,844 | 297,278,292 |
Stock Warrants [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 143,184,844 | 153,151,959 |
Convertible Debt [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 140,126,333 | |
Stock Options [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 22,200,000 | 4,000,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Reconciliation of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Income (loss) from continuing operations | $ 6,468,325 | $ (14,849,036) |
Loss from discontinued operations | (5,664,102) | |
Net income (loss) | $ 6,468,325 | $ (20,513,138) |
Weighted average common shares outstanding - basic | 233,858,517 | 128,916,989 |
Net income (loss) per common share From continuing operations - basic | $ 0.03 | $ (0.12) |
Net income (loss) per common share From discontinued operations - basic | 0 | (0.04) |
Net income (loss) per common share - basic | $ 0.03 | $ (0.16) |
Add: interest on debt | $ 2,130,838 | $ 1,153,146 |
Less: derivative income and debt settlement income | (10,343,503) | 11,232,764 |
Less: gain on foreign currency transactions | (33,633) | |
Numerator for loss from continuing operations per common share - diluted | (1,777,973) | (2,463,126) |
Numerator for loss from discontinuing operations per common share - diluted | (5,664,102) | |
Net loss per common share - diluted | $ (1,777,973) | $ (8,127,228) |
Preferred shares | 8,892,000 | |
Warrants | 45,970,039 | |
Convertible notes payable | 242,807,089 | |
Weighted average common shares outstanding - diluted | 531,257,645 | 128,916,989 |
Net loss per common share From continuing operations - diluted | $ 0 | $ (0.12) |
Net loss per common share From discontinued operations - diluted | 0 | (0.04) |
Net loss per common share - diluted | $ 0 | $ (0.16) |
Acquisition, Discontinuation _3
Acquisition, Discontinuation of Operations and Deconsolidation of Vitel and Oncbiomune Mexico (Details Narrative) - USD ($) | Mar. 10, 2017 | Mar. 07, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Acquisition percentage of issued and outstanding | 50.00% | |||
Business acquisition description | The Common Stock and Series B Preferred will be held by Trustee for the benefit of the Vitel Stockholders as provided for in the Trust Agreement and 98% of the Vitel Shares are held by Banco Actinver for the benefit of the Company as provided for in the Trust Agreement and 2% of the Vitel Shares were transferred to the Company. Vitel became a wholly owned subsidiary of the Company as of the Closing Date as the Company has full control of the Vitel Shares through the Trust. | |||
Share price, per share | $ 0.25 | $ 0.075 | ||
Number of unregistered shares of common stock issued | 61,158,013 | |||
Number of unregistered shares of common stock value | $ 4,587,351 | |||
Increase in goodwill and other intangible assets | 23,221 | |||
Goodwill and other intangible assets | $ 4,718,817 | |||
Fair value of net asset acquired | 4,695,596 | |||
Acquisition loss on impairment | 4,760,646 | |||
Impairment of intangible assets | 4,718,817 | |||
Legal fees | 104,000 | |||
Liabilities of discontinued operation | $ 686,547 | 694,996 | ||
Drug Formula [Member] | ||||
Impairment of intangible assets | $ 41,096 | |||
Vitel Stockholders [Member] | ||||
Acquisition percentage of issued and outstanding | 100.00% | |||
Series B Preferred Stock [Member] | ||||
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 Company's stockholders. | |||
Number of unregistered shares of common stock issued | 5,000,000 | |||
Number of unregistered shares of common stock value | $ 500 | |||
Preferred stock, shares outstanding | 7,892,000 | 7,892,000 | ||
Preferred stock nominal value | $ 789 | $ 789 | ||
Series B Preferred Stock [Member] | Jonathan F. Head [Member] | ||||
Number of shares issued | 2,892,000 | |||
Number of shares issued, value | $ 289 | |||
Share price, per share | $ 0.0001 | |||
Common Stock [Member] | ||||
Number of shares issued, value | $ 52,500 | |||
Share price, per share | $ 0.021 | |||
Number of unregistered shares of common stock issued | 61,158,013 | |||
Number of unregistered shares of common stock value | $ 6,116 | |||
Contribution Agreement [Member] | Series B Preferred Stock [Member] | ||||
Number of shares issued | 5,000,000 | |||
Contribution Agreement [Member] | Common Stock [Member] | ||||
Number of shares issued | 61,158,013 | |||
Stockholders Agreement [Member] | ||||
Debt interest rate description | Right of Co-Sale (Tag Along). In the event that any stockholder who is a party to the Stockholders' Agreement or group of such stockholders intends to accept an offer (either solicited or unsolicited) from any third party to acquire or otherwise transfer Company Securities (as defined in the Stockholders' Agreement), representing at least 20% of the outstanding Company Securities, on a fully diluted basis, the selling stockholder shall give an offer notice in writing to the other stockholders of the Company who are a party to the Stockholders' Agreement, with a copy to the Company, containing the terms and conditions of such offer received from the interested third party. Each such stockholder shall have the right to participate in such offer by selling the pro rata proportion of its Company Securities pursuant to such offer to acquire or otherwise Transfer Company Securities (as defined in the Stockholders' Agreement). | |||
Common stock outstanding, percentage description | Drag Along. In the event a stockholder who is a party to the Stockholders' Agreement or group of such stockholders representing at least 32% (thirty two per cent) of the outstanding Company Securities, on a fully diluted basis, intends to accept an offer from any third party to acquire or otherwise Transfer Company Securities, representing at least 50% of the outstanding Company Securities, on a fully diluted basis, and the transaction is approved by the Board of Directors as a Major Decision, then each such stockholder shall be obligated to sell its Company Securities pursuant to the offer to purchase. In case the drag along provision included herein is enforced, all the stockholders participating in such sale shall receive the same terms and conditions of sale based on their respective holdings of Company Securities and shall otherwise be treated equally based on such ownership interest. | |||
Stockholders Agreement [Member] | Maximum [Member] | ||||
Diluted shares percentage | 5.00% | |||
Stockholders Agreement [Member] | Series B Preferred Stock [Member] | ||||
Number of shares issued | 5,000,000 | |||
Stockholder voting rights | Series B Preferred Stock with 100 votes per share | |||
Stockholders Agreement [Member] | Common Stock [Member] | ||||
Number of shares issued | 61,158,013 | |||
Irrevocable Management Trust Agreement [Member] | ||||
Business acquisition transfer of shares | 98 | |||
Subscription Agreements [Member] | Series B Preferred Stock [Member] | February 20, 2019 [Member] | ||||
Share price, per share | $ 0.0001 | |||
Preferred stock, shares outstanding | 5,000,000 | |||
Preferred stock nominal value | $ 500 | |||
Vitel Laboratorios, S.A. de C.V [Member] | ||||
Acquisition percentage of issued and outstanding | 100.00% |
Acquisition, Discontinuation _4
Acquisition, Discontinuation of Operations and Deconsolidation of Vitel and Oncbiomune Mexico - Summarizes the Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) | Dec. 31, 2018USD ($) |
Business Combinations [Abstract] | |
Cash | $ 39,144 |
Accounts receivable | 161,466 |
Inventories | 54,952 |
Recoverable taxes | 50,792 |
Other current assets | 278 |
Property and equipment | 480 |
Goodwill and other intangible assets | 4,718,817 |
Total assets acquired at fair value | 5,025,929 |
Accounts payable and accrued expenses | 432,354 |
Payroll taxes | 6,224 |
Total liabilities assumed | 438,578 |
Total purchase consideration | $ 4,587,351 |
Acquisition, Discontinuation _5
Acquisition, Discontinuation of Operations and Deconsolidation of Vitel and Oncbiomune Mexico - Schedule of Discontinued Operations Financial Statements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cash | ||
Total current assets | ||
Total assets | ||
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 |
Revenues | 445,601 | |
Cost of revenues | 255,866 | |
Gross (loss) profit | 189,735 | |
Compensation expense | 335,381 | |
Professional fees | 171,043 | |
Impairment loss - goodwill and other intangibles | 4,760,646 | |
General and administrative expenses | 235,188 | |
Total operating expenses | 5,502,258 | |
Loss from operations | (5,312,523) | |
Other expense, net | (16,107) | |
Loss from discontinued operations | (5,328,630) | |
Loss from disposal of discontinued operations - impairment of tangible assets | (335,472) | |
Loss from discontinued operations, net of income taxes | $ (5,664,102) |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 2,338 | $ 3,677 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Leasehold improvements | $ 10,976 | $ 10,976 |
Furniture and equipment | 13,715 | 13,715 |
Property and equipment, gross | 24,691 | 24,691 |
Less: accumulated depreciation | (20,387) | (18,049) |
Property and equipment, net | $ 4,304 | $ 6,642 |
Leasehold Improvements [Member] | ||
Useful life of assets | 5 years | |
Furniture and Equipment [Member] | ||
Useful life of assets | 5 years |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | Oct. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2018 |
Regions Bank [Member] | |||
Line of credit interest rate | 5.95% | ||
Late charge of monthly payment percentage | 5.00% | ||
Regions Bank [Member] | Prime Rate [Member] | |||
Line of credit interest rate | 1.70% | ||
Revolving Note [Member] | |||
Line of credit | |||
Revolving Note [Member] | Regions Bank [Member] | |||
Line of credit | $ 100,000 | ||
Line of credit expiration date | Oct. 27, 2017 |
Convertible Debt (Details Narra
Convertible Debt (Details Narrative) | Nov. 13, 2018USD ($)Integer$ / sharesshares | Oct. 16, 2018USD ($) | Sep. 24, 2018USD ($)Integer$ / sharesshares | Jul. 25, 2018USD ($)Integer | Jun. 05, 2018USD ($) | Mar. 13, 2018USD ($)Integer$ / sharesshares | Jan. 29, 2018USD ($)Integer$ / sharesshares | Jul. 26, 2017USD ($)$ / sharesshares | Jun. 02, 2017USD ($)Integer$ / sharesshares | May 23, 2017USD ($) | Nov. 23, 2016USD ($)$ / sharesshares | Sep. 30, 2017$ / sharesshares | May 31, 2017USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Jan. 31, 2018USD ($) | Mar. 10, 2017$ / shares | Oct. 31, 2014USD ($) |
Interest expense debt | $ 2,130,838 | $ 1,153,146 | |||||||||||||||||
Common stock upon conversion of debt, shares | shares | 9,547,087 | ||||||||||||||||||
Cashless exercise warrants, shares | shares | 9,074,076 | ||||||||||||||||||
Common stock value per share | $ / shares | $ 0.075 | $ 0.25 | |||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Gain on extinguishment of debt | $ 2,114,335 | $ 1,005,272 | |||||||||||||||||
Proceeds from convertible note | 2,034,143 | 473,240 | |||||||||||||||||
Derivative income (expense) | 8,229,168 | (12,238,036) | |||||||||||||||||
Amortization of debt discounts | $ 1,465,057 | $ 708,167 | |||||||||||||||||
June 2017 Warrants [Member] | |||||||||||||||||||
Warrant to purchase common shares | shares | 6,049,680 | ||||||||||||||||||
Common stock, shares issued | shares | 6,893,145 | ||||||||||||||||||
Number of warrants outstanding | shares | 30,248,400 | ||||||||||||||||||
Cashless exercise warrants, shares | shares | 9,074,520 | ||||||||||||||||||
June 2017 Warrants [Member] | |||||||||||||||||||
Common stock, shares issued | shares | 1,605,492 | ||||||||||||||||||
Cashless exercise warrants, shares | shares | 8,498,637 | ||||||||||||||||||
July 2017 Warrants [Member] | |||||||||||||||||||
Warrant to purchase common shares | shares | 4,126,579 | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.006 | $ 0.30 | |||||||||||||||||
Debt conversion price | $ / shares | 0.006 | ||||||||||||||||||
Common stock, shares issued | shares | 24,216,732 | ||||||||||||||||||
Number of warrants outstanding | shares | 52,997,367 | ||||||||||||||||||
Cashless exercise warrants, shares | shares | 26,498,683 | ||||||||||||||||||
Common stock value per share | $ / shares | $ 0.05 | ||||||||||||||||||
November 2016 Notes [Member] | |||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.006 | ||||||||||||||||||
Debt face amount | $ 139,712 | $ 369,423 | |||||||||||||||||
Accrued interest | $ 21,869 | $ 32,878 | |||||||||||||||||
Common stock upon conversion of debt, shares | shares | 13,028,779 | 8,362,338 | |||||||||||||||||
Sale of stock, description of transaction | 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. | ||||||||||||||||||
Sale of stock price per share | $ / shares | $ 0.075 | ||||||||||||||||||
Number of warrants outstanding | shares | 2,333,334 | ||||||||||||||||||
Number of warrants increased | shares | 13,611,114 | ||||||||||||||||||
June 2017 Notes [Member] | |||||||||||||||||||
Debt face amount | $ 118,786 | ||||||||||||||||||
Accrued interest | $ 7,036 | ||||||||||||||||||
Common stock upon conversion of debt, shares | shares | 14,864,066 | ||||||||||||||||||
June 2017 Notes [Member] | Six Month Amortization [Member] | |||||||||||||||||||
Amortization debt percentage | 120.00% | ||||||||||||||||||
June 2017 Notes [Member] | Seven or Eight Month Amortization [Member] | |||||||||||||||||||
Amortization debt percentage | 125.00% | ||||||||||||||||||
July 2017 Notes [Member] | Six Month Amortization [Member] | |||||||||||||||||||
Amortization debt percentage | 110.00% | ||||||||||||||||||
July 2017 Notes [Member] | Seven or Eight Month Amortization [Member] | |||||||||||||||||||
Amortization debt percentage | 115.00% | ||||||||||||||||||
July 2018 Note [Member] | Seventh Month Amortization [Member] | |||||||||||||||||||
Amortization debt percentage | 110.00% | ||||||||||||||||||
July 2018 Note [Member] | Original Issuance Date [Member] | |||||||||||||||||||
Amortization debt percentage | 125.00% | ||||||||||||||||||
September 2018 Note [Member] | Seventh Month Amortization [Member] | |||||||||||||||||||
Amortization debt percentage | 115.00% | ||||||||||||||||||
September 2018 Note [Member] | Original Issuance Date [Member] | |||||||||||||||||||
Amortization debt percentage | 120.00% | ||||||||||||||||||
November 2018 Note [Member] | Original Issuance Date [Member] | |||||||||||||||||||
Amortization debt percentage | 120.00% | ||||||||||||||||||
November 2018 Note [Member] | Eighth Month Amortization [Member] | |||||||||||||||||||
Amortization debt percentage | 115.00% | ||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||
Revolving line of credit | $ 100,000 | ||||||||||||||||||
Maximum [Member] | June 2017 Warrants [Member] | |||||||||||||||||||
Number of warrants outstanding | shares | 45,372,600 | ||||||||||||||||||
Securities Purchase Agreement [Member] | June 2017 Warrants [Member] | |||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.006 | ||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||
Debt conversion price | $ / shares | $ 0.006 | ||||||||||||||||||
Sale of stock, description of transaction | Subsequent to the date of these June 2017 Notes, the Company sold stock at a share price of $0.05 per share and then $0.01 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. | ||||||||||||||||||
Number of warrants outstanding | shares | 1,555,632 | ||||||||||||||||||
Number of warrants increased | shares | 43,816,968 | ||||||||||||||||||
Cashless exercise warrants, shares | shares | 9,074,520 | ||||||||||||||||||
Common stock value per share | $ / shares | $ 0.05 | ||||||||||||||||||
Securities Purchase Agreement [Member] | November 2016 Notes [Member] | |||||||||||||||||||
Aggregate subscription 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 Company's 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 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. | ||||||||||||||||||
Percentage of original debt discount | 14.29% | ||||||||||||||||||
Warrant to purchase common shares | shares | 2,333,334 | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.175 | ||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||
Proceeds from issuance of debt | $ 300,000 | ||||||||||||||||||
Debt original issue discount | 50,000 | ||||||||||||||||||
Debt face amount | $ 350,000 | ||||||||||||||||||
Debt bear interest | 10.00% | ||||||||||||||||||
Debt maturity date | Jul. 23, 2017 | ||||||||||||||||||
Debt conversion price | $ / shares | $ 0.15 | ||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||
Securities Purchase Agreement [Member] | Maximum [Member] | June 2017 Warrants [Member] | |||||||||||||||||||
Number of warrants outstanding | shares | 45,372,600 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Maximum [Member] | November 2016 Notes [Member] | |||||||||||||||||||
Debt bear interest | 24.00% | ||||||||||||||||||
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 | ||||||||||||||||||
Debt settlement expense | 141,299 | ||||||||||||||||||
Increased principal balance | $ 159,135 | ||||||||||||||||||
Interest expense debt | $ 42,327 | ||||||||||||||||||
November 2016 Warrants [Member] | |||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.006 | ||||||||||||||||||
Number of warrants outstanding | shares | 4,537,038 | 22,685,192 | |||||||||||||||||
2nd Securities Purchase Agreement [Member] | June 2017 Warrants [Member] | |||||||||||||||||||
Warrant to purchase common shares | shares | 1,555,633 | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.175 | ||||||||||||||||||
Debt bear interest | 24.00% | ||||||||||||||||||
2nd Securities Purchase Agreement [Member] | June 2017 Notes [Member] | |||||||||||||||||||
Aggregate subscription 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 an aggregate of 1,555,633 shares of the Company's common stock, par value $0.0001 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. | ||||||||||||||||||
Percentage of original debt discount | 14.29% | ||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||
Proceeds from issuance of debt | $ 190,000 | ||||||||||||||||||
Debt original issue discount | 33,345 | ||||||||||||||||||
Debt face amount | $ 37,814 | $ 233,345 | $ 79,277 | ||||||||||||||||
Debt bear interest | 10.00% | ||||||||||||||||||
Debt maturity date | Feb. 2, 2018 | ||||||||||||||||||
Debt conversion price | $ / shares | $ 0.15 | ||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||
Interest expense debt | $ 2,268 | ||||||||||||||||||
Accrued interest | 4,534 | 26,119 | |||||||||||||||||
Offering costs | $ 10,000 | ||||||||||||||||||
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. | ||||||||||||||||||
Debt instrument trading days | Integer | 20 | ||||||||||||||||||
Third Securities Purchase Agreements [Member] | July 2017 Notes [Member] | |||||||||||||||||||
Aggregate subscription amount | $ 300,000 | ||||||||||||||||||
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 Company's common stock at an exercise price of $0.10 per share (subject to adjustments under certain conditions as defined in the Warrants). | ||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||
Warrant to purchase common shares | shares | 4,769,763 | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.10 | ||||||||||||||||||
Debt face amount | $ 333,883 | ||||||||||||||||||
Debt bear interest | 5.00% | ||||||||||||||||||
Debt maturity date | Mar. 25, 2018 | ||||||||||||||||||
Debt conversion price | $ / shares | $ 0.07 | ||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||
Sale of stock, description of transaction | 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 July 2017 Notes was lowered to $0.006 per share and the exercise price of the July 2017 Warrants was lowered to $0.006 per share and the total number of July 2017 Warrants was increased on a full ratchet basis from 4,769,763 warrants to 79,496,050 warrants, an increase of 74,726,287 warrants | ||||||||||||||||||
Sale of stock price per share | $ / shares | $ 0.05 | ||||||||||||||||||
Number of warrants outstanding | shares | 4,769,763 | ||||||||||||||||||
Number of warrants increased | shares | 74,726,287 | ||||||||||||||||||
Cashless exercise warrants, shares | shares | 26,498,683 | ||||||||||||||||||
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. | ||||||||||||||||||
Increase in debt instrument, interest rate | 24.00% | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||
Third Securities Purchase Agreements [Member] | Maximum [Member] | |||||||||||||||||||
Number of warrants outstanding | shares | 79,496,050 | ||||||||||||||||||
Third Securities Purchase Agreements [Member] | Maximum [Member] | July 2017 Notes [Member] | |||||||||||||||||||
Number of warrants outstanding | shares | 79,496,050 | ||||||||||||||||||
Third Securities Purchase Agreement [Member] | July 2017 Financing [Member] | |||||||||||||||||||
Debt face amount | 44,518 | ||||||||||||||||||
Accrued interest | 28,434 | ||||||||||||||||||
Third Securities Purchase Agreement [Member] | July 2017 Notes [Member] | |||||||||||||||||||
Debt face amount | 155,812 | 111,295 | |||||||||||||||||
Accrued interest | $ 38,395 | $ 11,414 | |||||||||||||||||
Common stock, shares issued | shares | 23,289,433 | ||||||||||||||||||
First Note Assignment Agreement [Member] | July 2017 Notes [Member] | |||||||||||||||||||
Debt face amount | $ 111,295 | ||||||||||||||||||
Debt instrument default amount | 53,733 | ||||||||||||||||||
Accrued interest | 29,180 | ||||||||||||||||||
Sale of stock consideration transaction | $ 194,208 | ||||||||||||||||||
Second Note Assignment Agreement [Member] | July 2017 Notes [Member] | |||||||||||||||||||
Debt original issue discount | $ 17,500 | ||||||||||||||||||
Debt face amount | $ 194,208 | 229,264 | |||||||||||||||||
Accrued interest | 3,204 | $ 12,331 | |||||||||||||||||
Debt instrument prepayment premium | 49,353 | ||||||||||||||||||
Common stock, shares issued | shares | 3,613,688 | ||||||||||||||||||
Sale of stock consideration transaction | $ 246,765 | ||||||||||||||||||
Fourth Securities Purchase Agreement [Member] | January 2018 Notes [Member] | |||||||||||||||||||
Aggregate subscription amount | $ 333,333 | ||||||||||||||||||
Debt instrument description | The January 2018 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. The January 2018 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 January 2018 Notes and accrued and unpaid interest during the six month following the Original Issue Date. In order to prepay the January 2018 Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the January 2018 Notes in whole or in part at the Conversion Price. | ||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||
Warrant to purchase common shares | shares | 8,333,333 | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.04 | ||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||
Proceeds from issuance of debt | $ 295,000 | ||||||||||||||||||
Debt original issue discount | 33,333 | ||||||||||||||||||
Debt face amount | $ 333,333 | $ 222,222 | $ 111,111 | ||||||||||||||||
Debt bear interest | 5.00% | ||||||||||||||||||
Debt maturity date | Sep. 29, 2018 | ||||||||||||||||||
Debt conversion price | $ / shares | $ 0.03 | ||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||
Accrued interest | $ 35,969 | $ 98,031 | |||||||||||||||||
Sale of stock, description of transaction | Subsequent to the date of these January 2018 Notes, the Company defaulted on these Notes. Accordingly, pursuant to the default provisions, the conversion price of the notes were lowered to 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 and the total number of January 2018 Warrants were increased on a full ratchet basis from 8,333,334 warrants to 42,499,184, an aggregate increase of 34,165,850 warrants | ||||||||||||||||||
Number of warrants outstanding | shares | 8,333,334 | ||||||||||||||||||
Number of warrants increased | shares | 34,165,850 | ||||||||||||||||||
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. | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||
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 | 7,558,580 | ||||||||||||||||||
Number of warrants outstanding | shares | 34,940,604 | ||||||||||||||||||
Fourth Securities Purchase Agreement [Member] | Maximum [Member] | January 2018 Notes [Member] | |||||||||||||||||||
Debt bear interest | 24.00% | ||||||||||||||||||
Number of warrants outstanding | shares | 42,499,184 | ||||||||||||||||||
Fifth Securities Purchase Agreement [Member] | March 2018 Warrants [Member] | |||||||||||||||||||
Warrant to purchase common shares | shares | 11,337,869 | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.04 | ||||||||||||||||||
Debt face amount | $ 111,111 | $ 222,222 | |||||||||||||||||
Accrued interest | $ 97,383 | $ 25,654 | |||||||||||||||||
Number of warrants outstanding | shares | 12,500,000 | 52,410,906 | |||||||||||||||||
Number of warrants increased | shares | 51,248,775 | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||
Fifth Securities Purchase Agreement [Member] | March 2018 Notes [Member] | |||||||||||||||||||
Aggregate subscription amount | $ 333,333 | ||||||||||||||||||
Debt instrument description | The March 2018 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 March 2018 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. | ||||||||||||||||||
Warrant to purchase common shares | shares | 12,500,000 | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.04 | ||||||||||||||||||
Proceeds from issuance of debt | $ 61,000 | ||||||||||||||||||
Debt original issue discount | 33,333 | ||||||||||||||||||
Debt face amount | $ 333,333 | ||||||||||||||||||
Debt bear interest | 5.00% | ||||||||||||||||||
Debt conversion price | $ / shares | $ 0.02 | ||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||
Sale of stock, description of transaction | Accordingly, pursuant to the default provisions, the conversion price of the March 2018 Notes was 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 was increased on a full ratchet basis from 12,500,000 warrants to 63,748,775, an aggregate increase of 51,248,775 warrants. | ||||||||||||||||||
Number of warrants outstanding | shares | 12,500,000 | ||||||||||||||||||
Number of warrants increased | shares | 51,248,775 | ||||||||||||||||||
Common stock value per share | $ / shares | $ 0.04 | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||
Debt offering costs | $ 10,000 | ||||||||||||||||||
Debt instrument trading days | Integer | 20 | ||||||||||||||||||
Payment of legal and accounting fees | $ 29,000 | ||||||||||||||||||
Escrow account balance | $ 200,000 | ||||||||||||||||||
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 outstanding | shares | 63,748,775 | ||||||||||||||||||
Fifth Securities Purchase Agreement [Member] | Maximum [Member] | March 2018 Notes [Member] | |||||||||||||||||||
Debt bear interest | 18.00% | ||||||||||||||||||
Number of warrants outstanding | shares | 63,748,775 | ||||||||||||||||||
Sixth Securities Purchase Agreement [Member] | July 2018 Note [Member] | |||||||||||||||||||
Debt instrument description | The July 2018 Note may be prepaid at the Company's option at a 105% premium between 30 days and 180 days after issuance, and at a 110% premium between 180 days after issuance and the maturity date. Upon certain events, the holder may redeem the note for 125% of the principal plus accrued but unpaid interest. The note also includes certain penalties upon the occurrence of an event of default, including an increase in the principal and reduction in the conversion rate, as further described in the July 2018 Note. | ||||||||||||||||||
Debt face amount | $ 150,000 | $ 150,000 | |||||||||||||||||
Debt bear interest | 8.00% | ||||||||||||||||||
Debt maturity date | Jul. 24, 2019 | ||||||||||||||||||
Conversion price, percentage | 4.99% | ||||||||||||||||||
Accrued interest | 5,260 | ||||||||||||||||||
Debt instrument trading days | Integer | 5 | ||||||||||||||||||
Seventh Securities Purchase Agreements [Member] | July 2018 Note [Member] | |||||||||||||||||||
Amortization debt percentage | 105.00% | ||||||||||||||||||
Seventh Securities Purchase Agreements [Member] | September 2018 Note [Member] | |||||||||||||||||||
Amortization debt percentage | 110.00% | ||||||||||||||||||
Seventh Securities Purchase Agreement [Member] | |||||||||||||||||||
Debt face amount | 387,292 | ||||||||||||||||||
Reduced accrued interest payable | 55,890 | ||||||||||||||||||
Accrued interest | $ 40,320 | ||||||||||||||||||
Common stock upon conversion of debt, shares | shares | 58,631,521 | ||||||||||||||||||
Common stock, shares issued | shares | 32,715,368 | ||||||||||||||||||
Cashless exercise warrants, shares | shares | 35,573,203 | ||||||||||||||||||
Seventh Securities Purchase Agreement [Member] | September 2018 Note [Member] | |||||||||||||||||||
Aggregate subscription amount | $ 1,361,111 | ||||||||||||||||||
Debt instrument description | (i) 10% Original Issue Discount 5% Senior Convertible Notes in the aggregate principal amount of $1,361,111 (the "September 2018 Notes") and (ii) 5 year warrants (the "September 2018 Warrants") to purchase an aggregate of 51,041,667 shares of the Company's common stock at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the September 2018 Warrants). | ||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||
Warrant to purchase common shares | shares | 51,041,667 | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.04 | ||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||
Debt original issue discount | $ 136,111 | ||||||||||||||||||
Debt face amount | $ 1,361,111 | ||||||||||||||||||
Debt bear interest | 5.00% | ||||||||||||||||||
Debt maturity date | May 24, 2019 | ||||||||||||||||||
Debt conversion price | $ / shares | $ 0.02 | ||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||
Accrued interest | $ 18,272 | ||||||||||||||||||
Common stock, shares issued | shares | 51,041,667 | ||||||||||||||||||
Number of warrants outstanding | shares | 51,041,667 | ||||||||||||||||||
Common stock value per share | $ / shares | $ 0.04 | ||||||||||||||||||
Debt instrument trading days | Integer | 20 | ||||||||||||||||||
Payment of legal and accounting fees | $ 43,357 | ||||||||||||||||||
Sale of stock consideration transaction | $ 1,181,643 | ||||||||||||||||||
Seventh Securities Purchase Agreement [Member] | Maximum [Member] | September 2018 Note [Member] | |||||||||||||||||||
Debt bear interest | 18.00% | ||||||||||||||||||
Eighth Securities Purchase Agreement [Member] | November 2018 Note [Member] | |||||||||||||||||||
Aggregate subscription amount | $ 12,778 | ||||||||||||||||||
Debt instrument description | In addition, subject to limited exceptions, the Note Purchasers will not have the right to convert any portion of these Notethe Notes if the Note 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 Note Purchaser may increase or decrease this ownership limitation to any percentage not exceeding 9.99% upon 61 days prior written notice to the Company. | ||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||
Warrant to purchase common shares | shares | 4,743,750 | ||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.04 | ||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||
Debt original issue discount | $ 127,778 | ||||||||||||||||||
Debt face amount | $ 127,778 | $ 127,778 | |||||||||||||||||
Debt bear interest | 5.00% | ||||||||||||||||||
Debt maturity date | Jul. 13, 2019 | ||||||||||||||||||
Debt conversion price | $ / shares | $ 0.02 | ||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||
Accrued interest | $ 840 | ||||||||||||||||||
Number of warrants outstanding | shares | 4,791,667 | ||||||||||||||||||
Common stock value per share | $ / shares | $ 0.04 | ||||||||||||||||||
Debt instrument trading days | Integer | 20 | ||||||||||||||||||
Payment of legal and accounting fees | $ 2,500 | ||||||||||||||||||
Sale of stock consideration transaction | $ 112,500 | ||||||||||||||||||
Eighth Securities Purchase Agreement [Member] | Maximum [Member] | November 2018 Note [Member] | |||||||||||||||||||
Debt bear interest | 18.00% | ||||||||||||||||||
Eighth Securities Purchase Agreements [Member] | November 2018 Note [Member] | |||||||||||||||||||
Amortization debt percentage | 110.00% | ||||||||||||||||||
Puritan Settlement Agreement [Member] | |||||||||||||||||||
Warrant to purchase common shares | shares | 24,946,128 | ||||||||||||||||||
Accrued interest | $ 654,191 | ||||||||||||||||||
Gain on extinguishment of debt | 1,323,111 | ||||||||||||||||||
Payment for issuance of securities | 245,809 | ||||||||||||||||||
Aggregate purchase price | $ 900,000 | ||||||||||||||||||
Derivative Liabilities Pursuant to Notes and Warrants [Member] | |||||||||||||||||||
Embedded derivative liability | $ 3,850,760 | ||||||||||||||||||
Proceeds from convertible note | 2,039,143 | ||||||||||||||||||
Initial derivative expense | 1,811,617 | ||||||||||||||||||
Derivative income (expense) | 8,229,168 | (12,238,036) | |||||||||||||||||
Amortization of debt discounts | $ 1,465,057 | $ 708,167 | |||||||||||||||||
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) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Dividend Rate [Member] | ||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% |
Term (in years) [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, term | 4 days | 4 days |
Term (in years) [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, term | 5 years | 5 years |
Volatility [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, percentages | 188.90% | 127.80% |
Volatility [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, percentages | 197.10% | 189.80% |
Risk-Free Interest Rate [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, percentages | 2.07% | 1.03% |
Risk-Free Interest Rate [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, percentages | 2.96% | 2.20% |
Convertible Debt - Schedule o_2
Convertible Debt - Schedule of Convertible Note (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Principal amount | $ 2,436,394 | $ 840,757 |
Less: unamortized debt discount | (1,002,142) | (154,374) |
Convertible note payable, net | $ 1,434,252 | $ 686,383 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - Loan Agreement [Member] - USD ($) | 4 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Proceeds from borrowed loans | $ 538,875 | ||
Debt instrument, interest rate | 33.30% | ||
Loan Principal due to third parties | $ 538,875 | $ 538,875 | |
Interest payable | $ 250,777 | $ 71,332 |
Related Party Transactions - (D
Related Party Transactions - (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Consulting fees | $ 594,611 | $ 1,367,191 | |
Vitel Officers [Member] | |||
Interest expense - related party | $ 6,078 | ||
Repayment of related party debt | 10,563 | ||
Consulting fees | 23,000 | ||
Administrative fees | $ 8,599 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Parties Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Payments made on line of credit on the Company's behalf | $ (99,741) | |
CEO [Member] | ||
Balance due to related parties at December 31, 2017 | (261,584) | (5,000) |
Working capital advances received | (264,185) | (168,046) |
Repayments made | 210,303 | 13,694 |
Payments made on line of credit on the Company's behalf | (102,232) | |
Balance due to related parties at December 31, 2018 | $ (315,466) | $ (261,584) |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | May 08, 2018 | Jul. 26, 2017 | Jun. 02, 2017 | Apr. 17, 2017 | Mar. 10, 2017 | Mar. 07, 2017 | Aug. 20, 2015 | Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 13, 2018 | Sep. 24, 2018 | Mar. 13, 2018 | Jan. 29, 2018 | Dec. 31, 2016 | Feb. 18, 2011 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | |||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||
Subscription receivable | $ 200 | ||||||||||||||||
Proceeds from issuance of common stock | 6,000 | $ 1,252,673 | |||||||||||||||
Common stock value per share | $ 0.25 | $ 0.075 | |||||||||||||||
Stock-based compensation expense | $ 329,418 | $ 250,221 | |||||||||||||||
Stock issued during period, shares, acquisitions | 61,158,013 | ||||||||||||||||
Stock issued during period, value, acquisitions | $ 4,587,351 | ||||||||||||||||
Common stock upon the conversion of debt, shares | 9,547,087 | ||||||||||||||||
Cashless exercise warrants, shares | 9,074,076 | ||||||||||||||||
Number of option granted shares issued | 17,500,000 | 4,700,000 | |||||||||||||||
Stock option to purchase common stock | 2,000,000 | ||||||||||||||||
Stock options exercise price | $ 0.25 | $ 0.0135 | $ 0.25 | ||||||||||||||
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 | 10 years | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Expected volatility | 203.40% | ||||||||||||||||
Risk-free interest rate | 1.93% | ||||||||||||||||
Estimated holding period | 6 years | ||||||||||||||||
Fair value of stock based compensation | $ 293,598 | $ 804,527 | $ 766,829 | ||||||||||||||
Number of stock options outstanding | 22,200,000 | 4,700,000 | |||||||||||||||
Aggregate intrinsic value | |||||||||||||||||
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 vesting, term | 1 year | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Expected volatility | 243.00% | ||||||||||||||||
Risk-free interest rate | 2.81% | ||||||||||||||||
Estimated holding period | 5 years 6 months | ||||||||||||||||
Fair value of stock based compensation | $ 233,000 | ||||||||||||||||
Option expiration period | May 8, 2028 | ||||||||||||||||
Stock Options [Member] | |||||||||||||||||
Stock-based compensation expense | $ 276,918 | ||||||||||||||||
Number of stock options outstanding | 22,200,000 | ||||||||||||||||
Stock option vested and exercisable | 3,366,668 | ||||||||||||||||
Unvested stock based compensation expenses | $ 87,778 | ||||||||||||||||
Aggregate intrinsic value | $ 0 | ||||||||||||||||
2011 Stock Option Plan [Member] | |||||||||||||||||
Number of option authorized to purchase common stock | 43,094 | ||||||||||||||||
Number of option granted shares issued | |||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||
Aggregate outstanding principal conversion amount | $ 387,292 | $ 410,514 | |||||||||||||||
Accrued interest | $ 40,320 | $ 15,358 | |||||||||||||||
Common stock upon the conversion of debt, shares | 58,631,521 | 10,608,890 | |||||||||||||||
Default interest amount | $ 55,890 | ||||||||||||||||
Unit Subscription Agreement [Member] | |||||||||||||||||
Common stock, par value | $ 0.01 | ||||||||||||||||
Number of shares issued during period | 16,491,265 | ||||||||||||||||
Subscription receivable | $ 200 | ||||||||||||||||
Number of shares issued during period | $ 164,713 | ||||||||||||||||
Unit Subscription Agreements [Member] | |||||||||||||||||
Number of shares issued during period | 8,253,136 | ||||||||||||||||
Proceeds from issuance of common stock | $ 618,983 | ||||||||||||||||
Warrant to purchase common shares | 4,126,579 | ||||||||||||||||
Warrant term | 5 years | ||||||||||||||||
Warrants exercise price per share | $ 0.30 | ||||||||||||||||
Common stock value per share | $ 0.075 | ||||||||||||||||
Third Securities Purchase Agreements [Member] | July 2017 Notes [Member] | |||||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||||
Warrant to purchase common shares | 4,769,763 | ||||||||||||||||
Warrants exercise price per share | $ 0.10 | ||||||||||||||||
Sale of stock price per share | $ 0.05 | ||||||||||||||||
Warrants outstanding | 4,769,763 | ||||||||||||||||
Number of warrants increased | 74,726,287 | ||||||||||||||||
Cashless exercise warrants, shares | 26,498,683 | ||||||||||||||||
Third Securities Purchase Agreements [Member] | Maximum [Member] | |||||||||||||||||
Warrants outstanding | 79,496,050 | ||||||||||||||||
Third Securities Purchase Agreements [Member] | Maximum [Member] | July 2017 Notes [Member] | |||||||||||||||||
Warrants outstanding | 79,496,050 | ||||||||||||||||
Third Securities Purchase Agreements [Member] | Minimum [Member] | |||||||||||||||||
Warrants exercise price per share | $ 0.006 | ||||||||||||||||
Seventh Securities Purchase Agreement [Member] | |||||||||||||||||
Number of shares issued during period | 32,715,368 | ||||||||||||||||
Accrued interest | $ 40,320 | ||||||||||||||||
Common stock upon the conversion of debt, shares | 58,631,521 | ||||||||||||||||
Cashless exercise warrants, shares | 35,573,203 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||
Preferred stock, par value | $ 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 | |||||||||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |||||||||||||||
Number of shares issued for services | |||||||||||||||||
Stock issued during period, shares, acquisitions | |||||||||||||||||
Stock issued during period, value, acquisitions | |||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Preferred stock, shares authorized | 7,892,000 | 7,892,000 | |||||||||||||||
Preferred stock, par value | $ 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 Company's stockholders. | ||||||||||||||||
Preferred stock, shares outstanding | 7,892,000 | 7,892,000 | |||||||||||||||
Preferred stock, shares issued | 7,892,000 | 7,892,000 | |||||||||||||||
Common stock outstanding, percentage | 5.00% | ||||||||||||||||
Number of shares issued for services | |||||||||||||||||
Stock issued during period, shares, acquisitions | 5,000,000 | ||||||||||||||||
Stock issued during period, value, acquisitions | $ 500 | ||||||||||||||||
Series B Preferred Stock [Member] | Contribution Agreement [Member] | |||||||||||||||||
Number of shares issued during period | 5,000,000 | ||||||||||||||||
Board of Directors [Member] | Maximum [Member] | 2011 Stock Option Plan [Member] | |||||||||||||||||
Number of option authorized to purchase common stock | 10,744 | ||||||||||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Preferred stock, shares issued | 500,000 | ||||||||||||||||
CEO [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Preferred stock, shares issued | 500,000 | ||||||||||||||||
Jonathan [Member] | Series B Preferred Stock [Member] | |||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||
Number of shares issued during period | 2,892,000 | ||||||||||||||||
Preferred stock nominal value | $ 289 | ||||||||||||||||
Banco Actinver [Member] | Contribution Agreement [Member] | |||||||||||||||||
Common stock outstanding, percentage | 100.00% | ||||||||||||||||
Common stock value per share | $ 0.075 | ||||||||||||||||
Stock issued during period, shares, acquisitions | 61,158,013 | ||||||||||||||||
Stock issued during period, value, acquisitions | $ 4,586,851 | ||||||||||||||||
Banco Actinver [Member] | Series B Preferred Stock [Member] | |||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||
Common stock outstanding, percentage | 100.00% | ||||||||||||||||
Number of shares issued during period | 5,000,000 | ||||||||||||||||
Preferred stock nominal value | $ 500 | ||||||||||||||||
Investor [Member] | Unit Subscription Agreement [Member] | |||||||||||||||||
Number of shares issued during period | 600,000 | 30,000 | |||||||||||||||
Proceeds from issuance of common stock | $ 6,000 | ||||||||||||||||
Investor [Member] | Unit Subscription Agreement [Member] | |||||||||||||||||
Common stock value per share | $ 0.01 | ||||||||||||||||
Lincoln Park [Member] | Purchase Agreement [Member] | |||||||||||||||||
Number of shares issued during period | 2,000,000 | ||||||||||||||||
Proceeds from issuance of common stock | $ 407,787 | ||||||||||||||||
Employee [Member] | |||||||||||||||||
Number of shares issued during period | 150,000 | ||||||||||||||||
Common stock value per share | $ 0.075 | ||||||||||||||||
Number of shares issued for services | 150,000 | ||||||||||||||||
Stock-based compensation expense | $ 11,250 | ||||||||||||||||
Number of option granted shares issued | 500,000 | ||||||||||||||||
Consultant [Member] | |||||||||||||||||
Common stock value per share | $ 0.075 | ||||||||||||||||
Number of shares issued for services | 20,000 | ||||||||||||||||
Stock-based compensation expense | $ 1,500 | ||||||||||||||||
Consultant One [Member] | |||||||||||||||||
Common stock value per share | $ 0.077 | ||||||||||||||||
Number of shares issued for services | 300,000 | ||||||||||||||||
Stock-based compensation expense | $ 23,100 | ||||||||||||||||
Two Non Employee Members [Member] | |||||||||||||||||
Stock option to purchase common stock | 700,000 | ||||||||||||||||
Stock options exercise price | $ 0.26 | ||||||||||||||||
Stock option vesting, description | These options vested April 17, 2018 and expire on April 17, 2027 | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Expected volatility | 288.00% | ||||||||||||||||
Risk-free interest rate | 1.79% | ||||||||||||||||
Estimated holding period | 6 years | ||||||||||||||||
Fair value of stock based compensation | $ 52,430 | ||||||||||||||||
Daniel S. Hoverman [Member] | |||||||||||||||||
Stock option to purchase common stock | 350,000 | ||||||||||||||||
Stock options exercise price | $ 0.26 | ||||||||||||||||
Charles L. Rice [Member] | |||||||||||||||||
Stock option to purchase common stock | 350,000 | ||||||||||||||||
Stock options exercise price | $ 0.26 | ||||||||||||||||
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 | ||||||||||||||||
February 20, 2019 [Member] | |||||||||||||||||
Common stock, shares authorized | 1,520,000,000 | ||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | ||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||
February 20, 2019 [Member] | Board of Directors [Member] | |||||||||||||||||
Common stock, shares authorized | 1,500,000,000 | ||||||||||||||||
February 20, 2019 [Member] | |||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||
Number of shares redeem | 5,000,000 | ||||||||||||||||
Value of shares repurchased | $ 500 | ||||||||||||||||
Previously Authorized Shares [Member] | February 20, 2019 [Member] | |||||||||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Number of shares issued during period | $ 52,500 | ||||||||||||||||
Common stock value per share | $ 0.021 | ||||||||||||||||
Number of shares issued for services | 2,500,000 | 470,000 | |||||||||||||||
Stock issued during period, shares, acquisitions | 61,158,013 | ||||||||||||||||
Stock issued during period, value, acquisitions | $ 6,116 | ||||||||||||||||
Common Stock [Member] | Contribution Agreement [Member] | |||||||||||||||||
Number of shares issued during period | 61,158,013 | ||||||||||||||||
Common Stock [Member] | February 20, 2019 [Member] | |||||||||||||||||
Common stock, shares authorized | 1,500,000,000 | ||||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||||
Warrants [Member] | |||||||||||||||||
Warrant to purchase common shares | 32,715,369 | ||||||||||||||||
Warrants [Member] | Unit Subscription Agreements [Member] | |||||||||||||||||
Number of shares issued during period | 1,000,000 | ||||||||||||||||
Warrant to purchase common shares | 500,000 | ||||||||||||||||
Warrant term | 5 years | ||||||||||||||||
Warrants exercise price per share | $ 0.30 | ||||||||||||||||
Common stock value per share | $ 0.05 | ||||||||||||||||
Warrants [Member] | |||||||||||||||||
Number of shares issued during period | 35,573,203 | 9,074,077 | |||||||||||||||
Warrant to purchase common shares | 9,547,087 | 9,547,087 | |||||||||||||||
Cashless exercise warrants, shares | 9,074,076 | ||||||||||||||||
November 2016 Warrants [Member] | |||||||||||||||||
Warrant to purchase common shares | 971,538 | ||||||||||||||||
Warrant term | 5 years | ||||||||||||||||
Warrants exercise price per share | $ 0.006 | $ 0.006 | $ 0.30 | ||||||||||||||
Sale of stock price per share | $ 0.075 | ||||||||||||||||
Warrants outstanding | 22,685,192 | ||||||||||||||||
November 2016 Warrants One [Member] | |||||||||||||||||
Sale of stock price per share | $ 0.05 | ||||||||||||||||
November 2016 Warrants Two [Member] | |||||||||||||||||
Sale of stock price per share | $ 0.01 | ||||||||||||||||
November 2016 Warrants [Member] | Maximum [Member] | |||||||||||||||||
Warrants outstanding | 2,333,334 | ||||||||||||||||
Number of warrants increased | 13,611,114 | ||||||||||||||||
June 2017 Warrants [Member] | |||||||||||||||||
Number of shares issued during period | 6,893,145 | ||||||||||||||||
Warrant to purchase common shares | 6,049,680 | ||||||||||||||||
Warrants outstanding | 30,248,400 | ||||||||||||||||
Cashless exercise warrants, shares | 9,074,520 | ||||||||||||||||
June 2017 Warrants [Member] | Maximum [Member] | |||||||||||||||||
Warrants outstanding | 45,372,600 | ||||||||||||||||
June 2017 Warrants [Member] | Second Securities Purchase Agreements [Member] | |||||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||||
Warrant to purchase common shares | 1,555,633 | 9,074,520 | 6,049,680 | ||||||||||||||
Warrants exercise price per share | $ 0.175 | ||||||||||||||||
Warrants outstanding | 30,248,400 | ||||||||||||||||
Cashless exercise warrants, shares | 8,498,637 | ||||||||||||||||
June 2017 Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Warrant term | 5 years | ||||||||||||||||
Warrants exercise price per share | $ 0.006 | ||||||||||||||||
Common stock value per share | $ 0.05 | ||||||||||||||||
Warrants outstanding | 1,555,632 | ||||||||||||||||
Number of warrants increased | 43,816,968 | ||||||||||||||||
Cashless exercise warrants, shares | 9,074,520 | ||||||||||||||||
June 2017 Warrants [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Warrants outstanding | 45,372,600 | ||||||||||||||||
June 2017 Warrants [Member] | Additional Shares [Member] | |||||||||||||||||
Number of shares issued during period | 1,605,492 | ||||||||||||||||
June 2017 Warrants One [Member] | |||||||||||||||||
Warrants exercise price per share | $ 0.006 | ||||||||||||||||
Common stock value per share | $ 0.01 | ||||||||||||||||
January 2018 Warrants [Member] | Third Securities Purchase Agreements [Member] | |||||||||||||||||
Number of shares issued during period | 24,216,732 | ||||||||||||||||
Warrants outstanding | 52,997,367 | ||||||||||||||||
January 2018 Warrants [Member] | Fourth Securities Purchase Agreement [Member] | |||||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||||
Warrant to purchase common shares | 7,558,580 | 8,333,334 | |||||||||||||||
Common stock value per share | $ 0.04 | ||||||||||||||||
Warrants outstanding | 34,940,604 | 8,333,334 | |||||||||||||||
Number of warrants increased | 34,165,850 | ||||||||||||||||
January 2018 Warrants [Member] | Fifth Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Warrants outstanding | 42,499,184 | ||||||||||||||||
July 2017 Warrants [Member] | |||||||||||||||||
Number of shares issued during period | 24,216,732 | ||||||||||||||||
Warrant to purchase common shares | 4,126,579 | ||||||||||||||||
Warrant term | 5 years | ||||||||||||||||
Warrants exercise price per share | 0.006 | $ 0.30 | |||||||||||||||
Common stock value per share | $ 0.05 | ||||||||||||||||
Warrants outstanding | 52,997,367 | ||||||||||||||||
Cashless exercise warrants, shares | 26,498,683 | ||||||||||||||||
March 2018 Warrants [Member] | Fifth Securities Purchase Agreement [Member] | |||||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||||
Warrant to purchase common shares | 11,337,869 | ||||||||||||||||
Warrants exercise price per share | $ 0.04 | ||||||||||||||||
Accrued interest | $ 25,654 | $ 97,383 | |||||||||||||||
Warrants outstanding | 52,410,906 | 12,500,000 | |||||||||||||||
Number of warrants increased | 51,248,775 | ||||||||||||||||
March 2018 Warrants [Member] | Fifth Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Warrants outstanding | 63,748,775 | ||||||||||||||||
September 2018 Warrants [Member] | Seventh Securities Purchase Agreement [Member] | |||||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||||
Warrant to purchase common shares | 51,041,667 | ||||||||||||||||
Common stock value per share | $ 0.04 | ||||||||||||||||
Warrants outstanding | 51,041,667 | ||||||||||||||||
November 2018 Warrants [Member] | Eighth Securities Purchase Agreement [Member] | |||||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||||
Warrant to purchase common shares | 4,791,667 | ||||||||||||||||
Warrants exercise price per share | $ 0.04 | ||||||||||||||||
Warrants outstanding | 4,791,667 | ||||||||||||||||
Stock Options [Member] | |||||||||||||||||
Stock-based compensation expense | $ 214,082 | ||||||||||||||||
Number of stock options outstanding | 4,700,000 | ||||||||||||||||
Stock option vested and exercisable | 1,333,334 | ||||||||||||||||
Unvested stock based compensation expenses | $ 79,516 | ||||||||||||||||
Aggregate intrinsic value | $ 0 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Schedule of Warrant Activities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 8 years 2 months 16 days | |
Stock Warrants [Member] | ||
Number of Warrants, Outstanding Beginning balance | 153,151,959 | 3,304,872 |
Number of Warrants, Issued on a full ratcheted basis | 147,969,189 | |
Number of Warrants, Issued in connection with financings | 76,666,668 | 10,951,974 |
Number of Warrants, Adjustment in connection with default provision | 85,414,624 | |
Number of Warrants, Exercised | (35,573,203) | (9,074,077) |
Number of Warrants, Reduction in warrants related to settlement of debt | (24,946,129) | |
Number of Warrants, Outstanding Ending balance | 254,713,920 | 153,151,959 |
Number of Warrants, Exercisable | 254,713,920 | |
Weighted Average Exercise Price, Outstanding Beginning balance | $ 0.020 | $ 0.270 |
Weighted Average Exercise Price, Issued on a full ratcheted basis | 0.006 | |
Weighted Average Exercise Price, Issued in connection with financings | 0.04 | $ 0.170 |
Weighted Average Exercise Price, Adjustment in connection with default provision | 0.005 | |
Weighted Average Exercise Price, Reduction in warrants related to settlement of debt | $ 0.013 | |
Weighted Average Exercise Price, Exercised | 0.006 | 0.03 |
Weighted Average Exercise Price, Outstanding Ending balance | $ 0.021 | $ 0.020 |
Weighted Average Exercise Price, Exercisable | $ 0.021 | |
Weighted Average Remaining Contractual Term (Years), Beginning Balance Outstanding | 4 years 4 months 28 days | 4 years 9 months 25 days |
Weighted Average Remaining Contractual Term (Years), Issued in connection with financings | 4 years 26 days | |
Weighted Average Remaining Contractual Term (Years), Adjustment in connection with default provision | 2 years 1 month 2 days | |
Weighted Average Remaining Contractual Term (Years), Ending Balance Outstanding | 3 years 5 months 20 days | 4 years 4 months 28 days |
Weighted Average Remaining Contractual Term (Years), Exercisable | 3 years 5 months 20 days | |
Aggregate Intrinsic Value, Beginning Balance Outstanding | $ 5,754,600 | |
Aggregate Intrinsic Value, Ending Balance Outstanding | $ 5,754,600 | |
Aggregate Intrinsic Value, Exercisable |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Schedule of Stock Option Activities (Details) - $ / shares | Mar. 10, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Equity [Abstract] | |||
Number of Option Outstanding, Beginning Balance | 4,700,000 | ||
Number of Option, Granted | 17,500,000 | 4,700,000 | |
Number of Option Outstanding, Ending Balance | 22,200,000 | 4,700,000 | |
Number of Option Exercisable, Ending Balance | 3,366,668 | ||
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 0.25 | ||
Weighted Average Exercise Price Granted | $ 0.25 | 0.0135 | 0.25 |
Weighted Average Exercise Price Outstanding, Ending Balance | 0.06 | $ 0.25 | |
Weighted Average Exercise Price Exercisable, Ending Balance | $ 0.25 | ||
Weighted Average Remaining Contractual Term (Years) Outstanding, Beginning Balance | 9 years 2 months 8 days | 0 years | |
Weighted Average Remaining Contractual Term (Years) Granted | 10 years | 10 years | |
Weighted Average Remaining Contractual Term (Years) Outstanding, Ending Balance | 9 years 1 month 13 days | 9 years 2 months 8 days | |
Weighted Average Remaining Contractual Term (Years) Exercisable, Ending Balance | 8 years 2 months 16 days | ||
Aggregate Intrinsic Value Balance Outstanding, Ending Balance | |||
Aggregate Intrinsic Value Exercisable, Ending Balance |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax reconciliation description | On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the "Act"), a tax reform bill which, among other items, reduces the current federal income tax rate to 21% from 34%.The rate reduction is effective January 1, 2018, and is permanent. | |
Income tax percentage | 21.00% | 34.00% |
Net operating loss carryforward | $ 7,357,369 | |
Change in valuation allowance | $ 647,433 | |
Loss carryforward expiration year | Loss carryforward will expire in 2038. | |
Prior to Act's Effective Date [Member] | ||
Net operating loss carryforward | $ 1,486,204 | |
After Act's Effective Date [Member] | ||
Net operating loss carryforward | $ 647,433 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Taxes and Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax deduction (benefit) at U.S. statutory rate of 21% in 2018 and 34% in 2017 | $ 1,358,348 | $ (6,974,467) |
Income tax deduction (benefit) - state | 517,466 | (1,641,051) |
Non-deductible (income) expenses | (2,523,247) | 7,570,278 |
Effect of change in U.S. effective rate to 21% | 323,527 | |
Change in valuation allowance | 647,433 | 721,713 |
Total provision for income tax |
Income Taxes - Schedule of Ef_2
Income Taxes - Schedule of Effective Income Taxes and Reconciliation (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Percentage of statutory rate | 21.00% | 34.00% |
Income Taxes - Schedule of Def
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 2,133,637 | $ 1,486,204 |
Total deferred tax asset | 2,133,637 | 1,486,204 |
Less: Valuation allowance | (2,133,637) | (1,486,204) |
Net deferred tax asset |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 01, 2015 | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | |||
Lease expiration | Aug. 31, 2020 | ||
Rent expense | $ 3,200 | $ 3,067 | |
Operating expense | 8,815 | 811,042 | |
Other fees | $ 47,215 | $ 47,846 |
Commitments and Contincengies -
Commitments and Contincengies - Summary of Future Minimum Lease Payments (Details) - Employment Agreement [Member] | Dec. 31, 2018USD ($) |
2019 | $ 38,400 |
2020 | 25,600 |
Total minimum non-cancelable operating lease payments | $ 64,000 |
Employment Agreements (Details
Employment Agreements (Details Narrative) - USD ($) | Dec. 26, 2018 | Mar. 10, 2017 | Feb. 02, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Shares issued price per share | $ 0.25 | $ 0.075 | |||
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 | 10 years | ||||
Proceeds from sale of common stock | $ 6,000 | $ 1,252,673 | |||
Barnett Employment Agreement [Member] | |||||
Salaries | $ 250,000 | ||||
Bonus amount | 150,000 | ||||
Value of options granted to purchase common stock | 100,000 | ||||
Proceeds from sale of common stock | 4,000,000 | ||||
Vitel Employment Agreements [Member] | |||||
Salaries | $ 187,500 | ||||
Annual bonus, percentage | 50.00% | ||||
Monthly car allowances | $ 500 | ||||
Vitel Employment Agreements [Member] | Maximum [Member] | |||||
Health insurance reimbursement | $ 5,000 | ||||
Jonathan F. Head, Ph.D [Member] | Employment Agreements [Member] | |||||
Salaries | $ 275,000 | ||||
Andrew Kucharchuk Chief Financial Officer [Member] | Employment Agreements [Member] | |||||
Salaries | $ 200,000 | ||||
Chief Executive Officer And Chief Financial Officer [Member] | Employment Agreement [Member] | |||||
Stock option term | Mar. 9, 2020 | ||||
Stock option vesting, percentage | 100.00% | ||||
Dr. Barnett [Member] | Barnett Employment Agreement [Member] | |||||
Value of options granted to purchase common stock | $ 50,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 25, 2019 | Feb. 20, 2019 | Jan. 18, 2019 | Jan. 18, 2019 | Jan. 02, 2019 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 21, 2019 | Mar. 07, 2017 |
Common stock shares authorized | 1,500,000,000 | 1,500,000,000 | ||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | ||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | ||||||||
Original issue discount | $ 1,002,142 | $ 154,374 | ||||||||
Purchase price of convertible note | 2,436,394 | 840,757 | ||||||||
Proceeds from convertible note | 2,034,143 | 473,240 | ||||||||
Aggregate gross proceeds from the sale of note | 538,875 | |||||||||
Debt interest amount | $ 2,130,838 | $ 1,153,146 | ||||||||
Conversion of debt principal and interest into number of shares | 9,547,087 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Preferred stock shares authorized | 7,892,000 | 7,892,000 | ||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Convertible Debt [Member] | ||||||||||
Conversion of outstanding principal and interest into common stock | $ 387,292 | $ 410,514 | ||||||||
Conversion of debt principal and interest into number of shares | 58,631,521 | 10,608,890 | ||||||||
Subsequent Event [Member] | ||||||||||
Common stock shares authorized | 1,520,000,000 | |||||||||
Preferred stock shares authorized | 20,000,000 | |||||||||
Preferred stock par value | $ 0.0001 | |||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||
Number of shares redeem | 5,000,000 | |||||||||
Value of shares repurchased | $ 500 | |||||||||
Redemption price per share | $ 0.0001 | |||||||||
Subsequent Event [Member] | Convertible Debt [Member] | ||||||||||
Conversion of outstanding principal and interest into common stock | $ 152,996 | |||||||||
Debt interest amount | $ 49,772 | |||||||||
Conversion of debt principal and interest into number of shares | 37,864,284 | |||||||||
Subsequent Event [Member] | Board of Directors [Member] | ||||||||||
Common stock shares authorized | 1,500,000,000 | |||||||||
Subsequent Event [Member] | Institutional Investor [Member] | January 2019 Note I [Member] | Ninth Securities Purchase Agreement [Member] | ||||||||||
Debt face amount | $ 146,875 | $ 146,875 | ||||||||
Original issue discount | 12,500 | 12,500 | ||||||||
Purchase price of convertible note | 134,375 | $ 134,375 | ||||||||
Proceeds from convertible note | $ 125,000 | |||||||||
Debt interest rate | 5.00% | 5.00% | ||||||||
Debt maturity date | Jan. 18, 2020 | |||||||||
Debt convertible into shares, conversion price per share | $ 0.02 | $ 0.02 | ||||||||
Debt conversion lowest trading price of the common stock | 60.00% | |||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | 9.90% | ||||||||
Cash redemption premium, percentage | 115.00% | 115.00% | ||||||||
Note prepayment description | The Company prepays the January 2019 Note I within 150 days of its issuance, the Company must pay the principal at a cash redemption premium of 115%, in addition to accrued interest; if such prepayment is made from the151st day to the 180th day after issuance, then such redemption premium is 120%, in addition to accrued interest. After the 180th day following the issuance of the January 2019 Note I, there shall be no further right of prepayment. | |||||||||
Subsequent Event [Member] | Institutional Investor [Member] | January 2019 Note II [Member] | Tenth Securities Purchase Agreement [Member] | ||||||||||
Debt face amount | $ 88,125 | $ 88,125 | ||||||||
Original issue discount | 7,500 | 7,500 | ||||||||
Purchase price of convertible note | $ 80,625 | 80,625 | ||||||||
Proceeds from convertible note | $ 75,000 | |||||||||
Debt interest rate | 5.00% | 5.00% | ||||||||
Debt maturity date | Jan. 18, 2020 | |||||||||
Debt convertible into shares, conversion price per share | $ 0.02 | $ 0.02 | ||||||||
Debt conversion lowest trading price of the common stock | 60.00% | |||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | 9.90% | ||||||||
Cash redemption premium, percentage | 115.00% | 115.00% | ||||||||
Note prepayment description | The Company must pay the principal at a cash redemption premium of 115%, in addition to accrued interest; if such prepayment is made from the151st day to the 180th day after issuance, then such redemption premium is 120%, in addition to accrued interest. After the 180th day following the issuance of the January 2019 Note II, there shall be no further right of prepayment. | |||||||||
Previously Authorized Shares [Member] | Subsequent Event [Member] | ||||||||||
Common stock shares authorized | 500,000,000 | |||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||
Common stock shares authorized | 1,500,000,000 | |||||||||
Common stock par value | $ 0.0001 | |||||||||
March 2019 Note [Member] | Subsequent Event [Member] | Eleventh Securities Purchase Agreement [Member] | ||||||||||
Debt face amount | $ 55,556 | |||||||||
Purchase price of convertible note | $ 5,556 | |||||||||
Debt interest rate | 5.00% | |||||||||
Debt maturity date | Nov. 25, 2019 | |||||||||
Debt convertible into shares, conversion price per share | $ 0.02 | |||||||||
Debt conversion lowest trading price of the common stock | 60.00% | |||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | |||||||||
Note prepayment description | The March 2019 Note may be prepaid at anytime until the 180th following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the March 2019 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 the outstanding principal balance of the March 2019 Note and accrued and unpaid interest during month six following the original issue date. In order to prepay the March 2019 Note, the Company shall provide twenty trading days prior written notice to the lender, during which time the investor may convert the March 2019 Note in whole or in part at the conversion price. | |||||||||
Aggregate subscription amount | $ 50,000 | |||||||||
Debt instrument original issue discount | 10.00% | |||||||||
Aggregate gross proceeds from the sale of note | $ 50,000 | |||||||||
March 2019 Note [Member] | Subsequent Event [Member] | Eleventh Securities Purchase Agreement [Member] | Upon the Occurance of an Event Default [Member] | ||||||||||
Debt interest rate | 18.00% | |||||||||
March 2019 Warrant [Member] | Subsequent Event [Member] | Eleventh Securities Purchase Agreement [Member] | ||||||||||
Warrant term | 5 years | |||||||||
Warrant purchase aggregate of shares | 2,083,333 | |||||||||
Exercise of warrant | $ 0.04 |