Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | Bone Biologics Corp |
Entity Central Index Key | 0001419554 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash | $ 71,165 | $ 24,145 | |
Prepaid expenses | 6,682 | ||
Total assets | 71,165 | 0 | 30,827 |
Current liabilities | |||
Bank overdraft | 10,609 | ||
Accounts payable and accrued expenses | 503,337 | 465,396 | 132,396 |
Current portion of notes payable - related party | 11,921,936 | 11,712,179 | |
Interest payable - related party | 1,502,449 | 1,251,626 | 253,551 |
Deferred compensation | 267,500 | 252,500 | 192,500 |
Total current liabilities | 13,692,310 | 578,447 | |
Long-term portion of notes payable - related party | 11,320,000 | ||
Total liabilities | 14,195,222 | 13,692,310 | 11,898,447 |
Commitments and Contingencies | |||
Stockholders' deficit | |||
Preferred Stock, $0.001 par value per share; 20,000,000 shares authorized; none issued or outstanding at March 31, 2021 and December 31, 2020 | |||
Common stock, $0.001 par value per share; 100,000,000 shares authorized; 30,682,590 shares issued and outstanding at March 31, 2021 and December 31, 2020 | 30,682 | 30,682 | 30,682 |
Additional paid-in capital | 55,141,930 | 55,141,930 | 55,141,930 |
Accumulated deficit | (69,296,669) | (68,864,922) | (67,040,232) |
Total stockholders' deficit | (14,124,057) | (13,692,310) | (11,867,620) |
Total liabilities and stockholders' deficit | $ 71,165 | $ 0 | $ 30,827 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 30,682,590 | 30,682,590 | 30,682,590 |
Common stock, shares outstanding | 30,682,590 | 30,682,590 | 30,682,590 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Cost of revenues | ||||
Gross profit | ||||
Operating expenses | ||||
Research and development | 45,500 | 167,101 | 340,672 | 1,095,176 |
General and administrative | 135,424 | 172,949 | 484,342 | 1,352,258 |
Total operating expenses | 180,924 | 340,050 | 825,014 | 2,447,434 |
Loss from operations | (180,924) | (340,050) | (825,014) | (2,447,434) |
Other expenses | ||||
Interest expense - related party | (250,823) | (255,250) | (998,076) | (975,774) |
Loss before provision for income taxes | (431,747) | (595,300) | (1,823,090) | (3,423,208) |
Provision for income taxes | 1,600 | 1,600 | 1,603 | |
Net Loss | $ (431,747) | $ (596,900) | $ (1,824,690) | $ (3,424,811) |
Weighted average shares outstanding - basic and diluted | 7,278,334 | 7,278,334 | 7,278,334 | 7,290,646 |
Net Loss per share - basic and diluted | $ (0.06) | $ (0.08) | $ (0.25) | $ (0.47) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 26,449 | $ 54,990,797 | $ (63,615,421) | $ (8,598,175) |
Balance, shares at Dec. 31, 2018 | 26,448,881 | |||
Fair value of vested stock options issued to employees | 49,692 | 49,692 | ||
Fair value of unvested stock options issued to consultants | 101,419 | 101,419 | ||
Shares issued to related party for collateral pursuant to outstanding secured convertible note agreements | $ 4,255 | 4,255 | ||
Shares issued to related party for collateral pursuant to outstanding secured convertible note agreements, shares | 4,255,319 | |||
Forfeit restricted shares | $ (22) | 22 | ||
Forfeit restricted shares, shares | (21,610) | |||
Net Loss | (3,424,811) | (3,424,811) | ||
Balance at Dec. 31, 2019 | $ 30,682 | 55,141,930 | (67,040,232) | (11,867,620) |
Balance, shares at Dec. 31, 2019 | 30,682,590 | |||
Net Loss | (596,900) | (596,900) | ||
Balance at Mar. 31, 2020 | $ 30,682 | 55,141,930 | (67,637,132) | (12,464,520) |
Balance, shares at Mar. 31, 2020 | 30,682,590 | |||
Balance at Dec. 31, 2019 | $ 30,682 | 55,141,930 | (67,040,232) | (11,867,620) |
Balance, shares at Dec. 31, 2019 | 30,682,590 | |||
Net Loss | (1,824,690) | (1,824,690) | ||
Balance at Dec. 31, 2020 | $ 30,682 | 55,141,930 | (68,864,922) | (13,692,310) |
Balance, shares at Dec. 31, 2020 | 30,682,590 | |||
Net Loss | (431,747) | (431,747) | ||
Balance at Mar. 31, 2021 | $ 30,682 | $ 55,141,930 | $ (69,296,669) | $ (14,124,057) |
Balance, shares at Mar. 31, 2021 | 30,682,590 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||||
Net loss | $ (431,747) | $ (596,900) | $ (1,824,690) | $ (3,424,811) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 50 | |||
Stock-based compensation | 49,692 | |||
Options issued to consultants | 101,419 | |||
Issuance costs of shares issued to related party for collateral pursuant to outstanding secured convertible note agreements | 4,255 | |||
Forfeiture of deferred compensation | (379,167) | |||
Interest payable - related party | 250,823 | 255,250 | 998,075 | 253,551 |
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | 2,150 | 6,682 | 78,606 | |
Accounts payable and accrued expenses | 37,941 | 174,622 | 333,000 | (64,824) |
Deferred compensation | 15,000 | 15,000 | 60,000 | 130,000 |
Net cash used in operating activities | (127,983) | (149,878) | (426,933) | (3,251,229) |
Cash flows from financing activities | ||||
Bank overdraft | (10,609) | 10,609 | ||
Proceeds from credit facilities - related party | 209,757 | 128,165 | 392,179 | 2,320,000 |
Net cash provided by financing activities | 199,148 | 128,165 | 402,788 | 2,320,000 |
Net increase (decrease) in cash | 71,165 | (21,713) | (24,145) | (931,229) |
Cash, beginning of period | 24,145 | 24,145 | 955,374 | |
Cash, end of period | 71,165 | 2,432 | 24,145 | |
Supplemental information | ||||
Interest paid - related party | 717,968 | |||
Income taxes paid | $ 1,603 |
The Company
The Company | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
The Company | 1. The Company Bone Biologics Corporation (the “Company”) was incorporated under the laws of the State of Delaware on October 18, 2007 as AFH Acquisition X, Inc. Pursuant to a Merger Agreement, dated September 19, 2014, by and among the Company, its wholly-owned subsidiary, Bone Biologics Acquisition Corp., a Delaware corporation (“Merger Sub”), and Bone Biologics, Inc. Merger Sub merged with and into Bone Biologics Inc., with Bone Biologics Inc. remaining as the surviving corporation in the merger. Upon the consummation of the merger, the separate existence of Merger Sub ceased. On September 22, 2014, the Company officially changed its name to “Bone Biologics Corporation” to more accurately reflect the nature of its business and Bone Biologics, Inc. became a wholly owned subsidiary of the Company. Bone Biologics, Inc. was incorporated in California on September 9, 2004. On July 16, 2018, the Company closed a rights offering in which Hankey Capital purchased 3,539,654 shares of the Company’s Common Stock and executed amendments (the “Amendments”) to the convertible promissory notes (the “Existing Convertible Notes”) payable to Hankey Capital and dated October 24, 2014, May 4, 2015 and February 24, 2016. The Amendments reduced the conversion price of the Existing Convertible Notes from $15.80 per share to $1.00 per share and extended the maturity date of the Existing Convertible Notes. As a result of the share issuance and Amendments, Hankey Capital and Don Hankey, the Chairman of the Company’s Board of Directors, acquired a majority of the voting common shares issued and outstanding and thus effective control of the Company. We are a medical device company that is currently focused on bone regeneration in spinal fusion using the recombinant human protein, known as NELL-1/DBX®. The NELL-1/DBX® combination product is an osteostimulative recombinant protein that provides target specific control over bone regeneration. The protein, as part of the UCB-1 technology platform, has been licensed exclusively for worldwide applications to us through a technology transfer from UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). UCLA TDG and the Company received guidance from the FDA that NELL-1/DBX® will be classified as a combination product with a device lead. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act. We would cease to be an emerging growth company upon the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues are $1.07 billion or more; (ii) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700.0 million as of the end of the second quarter of that fiscal year; or (iii) the date on which we have, during the previous three-year period, issued more than $1.07 billion in non-convertible debt securities. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. We have elected to take advantage of these reduced disclosure obligations, and may elect to take advantage of other reduced reporting obligations in the future. The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to irrevocably “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. The production and marketing of the Company’s products and its ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any combination product developed by the Company must undergo rigorous preclinical (animal) and clinical (human) testing and an extensive regulatory approval process implemented by the FDA under the Food, Drug and Cosmetic Act. There can be no assurance that the Company will not encounter problems in clinical trials that will cause the Company or the FDA to delay or suspend clinical trials. The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company. Going Concern and Liquidity The Company has no significant operating history and since inception to March 31, 2021 has incurred accumulated losses of approximately $69.3 million. The Company will continue to incur significant expenses for development activities for their lead product NELL-1/DBX®. Operating expenditures for the next twelve months are estimated at $6.6 million. The accompanying consolidated financial statements for the period ended March 31, 2021 have been prepared assuming the Company will continue as a going concern. As reflected in the financial statements, the Company had a stockholders’ deficit of $14,124,057 at March 31, 2021, and incurred a net loss of $431,747, and used net cash in operating activities of $127,983 during the three months ended March 31, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In addition, our independent accounting firm, in its audit report to the financial statements included in our Annual Report for the year ended December 31, 2020, expressed substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company will continue to attempt to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs. If cash resources are insufficient to satisfy the Company’s on-going cash requirements, the Company will be required to scale back or discontinue its product development programs, or obtain funds if available (although there can be no certainties) through strategic alliances that may require the Company to relinquish rights to its technology, substantially reduce or discontinue its operations entirely. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. For the past several years, we have depended on our relationship with Hankey Capital for working capital to fund our operations, which has been raised in the form of both debt and equity capital. Hankey Capital, directly and indirectly, controls approximately 89% of our issued and outstanding shares of common stock (including collateral shares) and has been issued convertible notes payable with an aggregate principal balance of $11,921,936 at March 31, 2021. Representatives of Hankey Capital also currently serve as directors of the Company. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. At March 31, 2021, the Company had $178,064 available under the Second credit facility with Hankey Capital. Pursuant to the October 2016 Note Purchase Agreement, the Company’s management has agreed to defer 20% of earned compensation and the Board of Directors has authorized a change in director compensation to defer 50% of the directors’ cash compensation until at least $5,000,000 has been received in cumulative funding from non-current stockholders. | 1. The Company Bone Biologics Corporation (the “Company”) was incorporated under the laws of the State of Delaware on October 18, 2007 as AFH Acquisition X, Inc. Pursuant to a Merger Agreement, dated September 19, 2014, by and among the Company, its wholly-owned subsidiary, Bone Biologics Acquisition Corp., a Delaware corporation (“Merger Sub”), and Bone Biologics, Inc. Merger Sub merged with and into Bone Biologics Inc., with Bone Biologics Inc. remaining as the surviving corporation in the merger. Upon the consummation of the merger, the separate existence of Merger Sub ceased. On September 22, 2014, the Company officially changed its name to “Bone Biologics Corporation” to more accurately reflect the nature of its business and Bone Biologics, Inc. became a wholly owned subsidiary of the Company. Bone Biologics, Inc. was incorporated in California on September 9, 2004. On July 16, 2018, the Company closed a rights offering in which Hankey Capital purchased 3,539,654 shares of the Company’s Common Stock and executed amendments (the “Amendments”) to the convertible promissory notes (the “Existing Convertible Notes”) payable to Hankey Capital and dated October 24, 2014, May 4, 2015 and February 24, 2016. The Amendments reduced the conversion price of the Existing Convertible Notes from $15.80 per share to $1.00 per share and extended the maturity date of the Existing Convertible Notes. As a result of the share issuance and Amendments, Hankey Capital and Don Hankey, the Chairman of the Company’s Board of Directors, acquired a majority of the voting common shares issued and outstanding and thus effective control of the Company. We are a medical device company that is currently focused on bone regeneration in spinal fusion using the recombinant human protein, known as NELL-1/DBX®. The NELL-1/DBX® combination product is an osteostimulative recombinant protein that provides target specific control over bone regeneration. The protein, as part of the UCB-1 technology platform, has been licensed exclusively for worldwide applications to us through a technology transfer from UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). UCLA TDG and the Company received guidance from the FDA that NELL-1/DBX® will be classified as a combination product with a device lead. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act. We would cease to be an emerging growth company upon the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues are $1.07 billion or more; (ii) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700.0 million as of the end of the second quarter of that fiscal year; or (iii) the date on which we have, during the previous three-year period, issued more than $1.07 billion in non-convertible debt securities. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. We have elected to take advantage of these reduced disclosure obligations, and may elect to take advantage of other reduced reporting obligations in the future. The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to irrevocably “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. The production and marketing of the Company’s products and its ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any combination product developed by the Company must undergo rigorous preclinical (animal) and clinical (human) testing and an extensive regulatory approval process implemented by the FDA under the Food, Drug and Cosmetic Act. There can be no assurance that the Company will not encounter problems in clinical trials that will cause the Company or the FDA to delay or suspend clinical trials. The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company. Going Concern and Liquidity The Company has no significant operating history and since inception to December 31, 2020 has incurred accumulated losses of approximately $69.0 million. The Company will continue to incur significant expenses for development activities for their lead product NELL-1/DBX®. Operating expenditures for the next twelve months are estimated at $6.6 million. The accompanying consolidated financial statements for the year ended December 31, 2020 have been prepared assuming the Company will continue as a going concern. As reflected in the financial statements, the Company had a stockholders’ deficit of $13,692,310 at December 31, 2020, and incurred a net loss of $1,824,690, and used net cash in operating activities of $426,933 during the year ended December 31, 2020. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company will continue to attempt to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs. If cash resources are insufficient to satisfy the Company’s on-going cash requirements, the Company will be required to scale back or discontinue its product development programs, or obtain funds if available (although there can be no certainties) through strategic alliances that may require the Company to relinquish rights to its technology, substantially reduce or discontinue its operations entirely. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. For the past several years, we have depended on our relationship with Hankey Capital for working capital to fund our operations, which has been raised in the form of both debt and equity capital. Hankey Capital, directly and indirectly, controls approximately 89% of our issued and outstanding shares of common stock (including collateral shares) and has been issued convertible notes payable with an aggregate principal balance of $11,712,179 at December 31, 2020. Representatives of Hankey Capital also currently serve as directors of the Company. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. At December 31, 2020, the Company had $387,821 available under the second credit facility with Hankey Capital. Pursuant to the October 2016 Note Purchase Agreement, the Company’s management has agreed to defer 20% of earned compensation and the Board of Directors has authorized a change in director compensation to defer 50% of the directors’ cash compensation until at least $5,000,000 has been received in cumulative funding from non-current stockholders. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The interim condensed consolidated financial statements included herein reflect all material adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) which, in the opinion of management, are ordinary and necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under the accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated balance sheet information as of December 31, 2020 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2021 (the “2020 Annual Report”). These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020 and notes thereto included in the 2020 Annual Report. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year ended December 31, 2021 or for any other period. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain 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 reported amounts of expenses during the reporting period. Significant estimates include the assumptions used in the accrual for potential liabilities, the valuation of stock options and warrants issued for services, and deferred tax valuation allowances. Actual results could differ from those estimates. Impact of the Novel Coronavirus (COVID-19) on the Company’s Business Operations The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities worldwide, as businesses and governments have taken broad actions to mitigate this public health crisis. The coronavirus pandemic presents a challenge to medical facilities worldwide. As the Company’s clinical trials will be conducted on an outpatient basis, it is not currently possible to predict the full impact of this developing health crisis on such clinical trials, which could include delays in and increased costs of such clinical trials. Current indications from the clinical research organizations conducting the clinical trials for the Company are that such clinical trials are being delayed or extended for several months as a result of the coronavirus pandemic. There is also significant uncertainty as to the effect that the coronavirus may have on the amount and type of financing available to the Company in the future. Fair Value of Financial Instruments The Company’s consolidated financial instruments are cash, accounts payable and notes payable. The recorded values of cash and accounts payable approximate their values based on their short-term nature. The fair value of convertible notes payable approximate their fair value since the current interest rates and terms on these obligations are the same as prevailing market rates. The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock. Stock Based Compensation ASC 718, Compensation – Stock Compensation Improvements to Nonemployee Share-Based Payment Accounting Collateral Shares The Company accounts for the common shares issued as collateral for convertible promissory notes, whether upon original issuance or upon the required annual adjustment, as debt issuance costs in the form of a loan processing fee, which is determined by reference to the par value of the Company’s common stock, with a corresponding charge to operations when such collateral shares are issued. The collateral shares are subject to significant contractual restrictions limiting their sale or transfer. As these common shares have been issued to and are held by the lender, and are contingently returnable to the Company under certain conditions, such shares are considered as issued and outstanding on the Company’s balance sheet, but are not included in earnings per share calculations for all periods presented. In the event of an uncured event of default, the Company will record a charge to operations to recognize that the collateral shares are no longer owned or controlled by the Company, and such prospective charge to operations would be based on the fair market value of the collateral shares at that time, and which would be classified as a cost of debt capital and recognized as a charge to operations. Loss per Common Share The Company utilizes FASB ASC Topic No. 260, Earnings per Share Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive for the three months ended March 31, 2021 and 2020, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of March 31, 2021 and 2020: March 31, 2021 2020 Warrants 83,259 489,475 Stock options 480,703 566,045 Convertible promissory notes 11,921,936 11,448,165 12,485,898 12,503,685 New Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. ASU 2020-06 will be effective January 1, 2024, and a cumulative-effect adjustment to the opening balance of retained earnings is required upon adoption. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements and related notes include activities of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain 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 reported amounts of expenses during the reporting period. Significant estimates include the assumptions used in the accrual for potential liabilities, the valuation of debt and equity instruments, stock options and warrants issued for services, and deferred tax valuation allowances. Actual results could differ from those estimates. Impact of the Novel Coronavirus (COVID-19) on the Company’s Business Operations The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities worldwide, as businesses and governments have taken broad actions to mitigate this public health crisis. The coronavirus pandemic presents a challenge to medical facilities worldwide. As the Company’s clinical trials are conducted on an outpatient basis, it is not currently possible to predict the full impact of this developing health crisis on such clinical trials, which could include delays in and increased costs of such clinical trials. Current indications from the clinical research organizations conducting the clinical trials for the Company are that such clinical trials are being delayed or extended for several months as a result of the coronavirus pandemic. There is also significant uncertainty as to the effect that the coronavirus may have on the amount and type of financing available to the Company in the future. Fair Value of Financial Instruments The Company’s consolidated financial instruments are cash, accounts payable and notes payable. The recorded values of cash and accounts payable approximate their values based on their short-term nature. The fair value of convertible notes payable approximate their fair value since the current interest rates and terms on these obligations are the same as prevailing market rates. The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock. An “established trading market” for the Company’s common stock does not exist. The fair value of the shares was determined based on the then most recent price per share at which we sold common stock to unrelated parties in a private placement during the periods then ended. Research and Development Costs Research and development costs include, but are not limited to, payroll and other personnel expenses, consultants, expenses incurred under agreements with contract research and manufacturing organizations and animal clinical investigative sites and the cost to manufacture clinical trial materials. Costs related to research, design and development of products are charged to research and development expense as incurred. Patents and Licenses Effective April 9, 2019, the Company entered into an Amended and Restated Exclusive License Agreement dated as of March 21, 2019 (the “Amended License Agreement”) with the UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). The Amended License Agreement amends and restates the Amended and Restated Exclusive License Agreement, dated as of June 19, 2017 (the “2017 Agreement”). The 2017 Agreement amended and restated the Exclusive License Agreement, effective March 15, 2006, between the Company and UCLA TDG, as amended by ten amendments. See Note 10 for commitments related to the Exclusive License Agreement. Patent expenses include costs to acquire the license of NELL-1, which was de minimis, and costs to file patent applications related to NELL-1. The Company expenses the costs incurred to file patent applications, all costs related to abandoned patent applications and maintenance costs, and these costs are included in general and administrative expenses. Costs associated with licenses acquired to be able to use products from third parties prior to receipt of regulatory approval to market the related products are also expensed. The Company’s licensed technologies may have alternative future uses in that they are enabling (or platform) technologies that can be the basis for multiple products that would each target a specific indication. Costs of acquisition of licenses are expensed. Concentration of Credit Risk and Other Risks and Uncertainties Cash balances are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. Federal insurance coverage is $250,000 per depositor at each financial institution. A substantial majority of the Company’s cash balances may exceed federally insured limits at certain times. Stock Based Compensation ASC 718, Compensation – Stock Compensation Improvements to Nonemployee Share-Based Payment Accounting Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due and deferred taxes resulting from timing differences in recording of transactions for tax purposes and financial reporting purposes. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are received or settled. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized. The accounting provisions related to uncertain income tax positions require the Company to determine whether any tax position in all open years meets a more likely than not threshold of being sustained upon examination by the applicable taxing authority. The Company did not have any changes to its liability for uncertain tax positions as at December 31, 2020 and 2019. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No such amounts are accrued as of December 31, 2020 and 2019. The Company recognizes the financial statement effects of a tax position when it becomes more likely than not, based upon the technical merits, that the position will be sustained upon examination. The Company recognizes interest and/or penalties related to uncertain tax positions. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected in the period that such determination is made. The interest and penalties are recognized as other expense and not tax expense. The Company currently has no interest and penalties related to uncertain tax positions. Collateral Shares The Company accounts for the common shares issued as collateral for convertible promissory notes, whether upon original issuance or upon the required annual adjustment, as debt issuance costs in the form of a loan processing fee, which is determined by reference to the par value of the Company’s common stock, with a corresponding charge to operations when such collateral shares are issued. The collateral shares are subject to significant contractual restrictions limiting their sale or transfer. As these common shares have been issued to and are held by the lender, and are contingently returnable to the Company under certain conditions, such shares are considered as issued and outstanding on the Company’s balance sheet, but are not included in earnings per share calculations for all periods presented. In the event of an uncured event of default, the Company will record a charge to operations to recognize that the collateral shares are no longer owned or controlled by the Company, and such prospective charge to operations would be based on the fair market value of the collateral shares at that time, and which would be classified as a cost of debt capital and recognized as a charge to operations. Loss per Common Share The Company utilizes FASB ASC Topic No. 260, Earnings per Share Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive for the years ended 2020 and 2019, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2020 and 2019: December 31, 2020 2019 Warrants 229,601 512,134 Stock options 566,045 566,045 Convertible promissory notes 11,712,179 11,320,000 12,507,825 12,398,179 New Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. ASU 2020-06 will be effective January 1, 2024, and a cumulative-effect adjustment to the opening balance of retained earnings is required upon adoption. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The adoption of ASU 2020-06 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures subsequent to its adoption, with any effect being largely dependent on the composition and terms of outstanding financial instruments at the time of adoption. Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 3. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: December 31, 2020 December 31, 2019 Accounts payable $ 465,396 $ 42,879 Deferred Directors’ fees - 89,517 $ 465,396 $ 132,396 |
Notes Payable - Related Party
Notes Payable - Related Party | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Notes Payable - Related Party | 3. Notes Payable - Related Party Hankey Capital LLC (Hankey Capital) Hankey Capital holds certain convertible notes of the Company as discussed below. Don Hankey, the CEO and Chairman of Hankey Group, is our non-independent Chairman of the Board and a significant shareholder. Bret Hankey, the president of Hankey Capital, is a non-independent board member. The Hankey Group is an affiliate of Hankey Capital. Note Type Issue Maturity Interest March 31, December 31, (A) First Secured Convertible Note 10/24/14 12/31/21 8.5 % $ 5,000,000 $ 5,000,000 (A) Second Secured Convertible Note 5/4/15 12/31/21 8.5 % 2,000,000 2,000,000 (B) Third Secured Convertible Note 2/24/16 12/31/21 8.5 % 2,000,000 2,000,000 (C) First Credit Facility 7/24/18 12/31/21 8.5 % 2,000,000 2,000,000 (D) Second Credit Facility 9/19/19 12/31/21 8.5 % 921,936 712,179 Notes payable $ 11,921,936 $ 11,712,179 First and Second Secured Convertible Notes and Warrants (A) On October 24, 2014 and May 4, 2015, the Company issued two convertible promissory notes in the aggregate amount of $7,000,000 to Hankey Capital. Don Hankey, the CEO and Chairman of Hankey Group, is our non-independent Chairman of the Board and a significant shareholder. Bret Hankey, the president of Hankey Capital, is a non-independent board member. The Convertible Notes mature on December 31, 2021 and bear interest at an annual rate of interest of the “prime rate” plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in its sole discretion, to convert the Convertible Notes into shares of the Company’s Common Stock, at a conversion rate equal to $1.00 per share. The Company also issued warrants to Hankey Capital for an aggregate of 585,443 shares of Common Stock at an exercise price per share of $15.80 that expire five years from the dates of issuance. In connection with the Convertible Notes, the Company paid commitment fees in the amount of $210,000 (3.0% of the original principal amount of the loans) to Hankey Capital and other aggregate offering costs of $594,550. The aggregate value of the warrants and offering costs totaling $2,891,409 was considered to be a debt discount upon issuance of the notes and was fully amortized as of December 31, 2018. The notes are secured by 886,975 collateral shares as described below. Third Convertible Secured Term Note and Warrants (B) On February 24, 2016, the Company issued a convertible promissory note in the amount of $2,000,000 to Hankey Capital. The Third Convertible Note matures on December 31, 2021 (the “Maturity Date”) and bears interest at an annual rate of interest at the “prime rate” plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in its sole discretion, to convert the Convertible Note into shares of the Company’s common stock (the “Conversion Shares”), at a conversion rate equal to $1.00 per share and issued a warrant to Hankey Capital for 146,342 shares of Common Stock at an exercise price per share of $20.50. The Warrant will expire on February 23, 2021. In connection with the Convertible Note, the Company paid a commitment fee in the amount of $40,000 (2.0% of the original principal amount of the Loan) and other offering costs totaling $77,532. The aggregate value of the warrant, beneficial conversion feature and offering costs of $2,000,000 was considered a debt discount upon issuance of the note and was fully amortized as of December 31, 2018. The note is secured by 253,165 collateral shares as described below. During 2018, the Company issued an additional 18,009,696 collateral shares pursuant to the First, Second and Third Secured Convertible Notes. First Credit Facility Convertible Secured Term Note (C) On July 24, 2018, the Company and Hankey Capital entered into an agreement under which Hankey Capital provided a credit facility of $2,000,000 to the Company to be drawn down by the Company upon notice to Hankey Capital. The credit facility is evidenced by a convertible secured note convertible prior to the maturity date at $1.00 per share and due on December 31, 2021. Draws bear interest at an annual rate of interest at the “prime rate” (as quoted in the “Money Rates” section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. At December 31, 2019, the Company had used all funds available under the facility. The note is secured by collateral shares as described below. During 2020, the Company issued 4,255,319 Collateral Shares pursuant to the agreement. Second Credit Facility Convertible Secured Term Note (D) On September 19, 2019, the Company and Hankey Capital entered into an agreement under which Hankey Capital provided a credit facility of $1,100,000 to the Company to be drawn down by the Company upon notice to Hankey Capital. The credit facility is evidenced by a convertible secured note convertible prior to the maturity date at $1.00 per share and due on December 31, 2021. All personal property and assets of the Company secure the note. Draws bear interest at an annual rate of interest at the “prime rate” (as quoted in the “Money Rates” section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. At March 31, 2021, the Company had been advanced $921,936 and had $178,064 available under the facility. At December 31, 2020, the Company had been advanced $712,179 and had $387,821 available under the facility. No Collateral Shares are required pursuant to this convertible secured note. Collateral The Convertible Notes (A), (B) and (C) are secured by an aggregate of 23,404,255 collateral shares of Common Stock issued by the Company in the name of Hankey Capital, in such amount so as to maintain a loan to value ratio equal to 50% (the “Collateral Shares”) as of March 31, 2021 and December 31, 2020. The Collateral Shares shall be adjusted on a yearly basis. The principal amount of the loans are pre-payable in whole or in part at any time, without premium or penalty. Upon any voluntary partial prepayment of outstanding principal, Hankey Capital will return Collateral shares to the Company in the amount necessary, if any, to maintain the loan to value ratio at no less than 50%. Upon a full payment of the outstanding principal, all Collateral Shares shall be returned and cancelled. Hankey Capital will also return Collateral Shares under the same terms in case of partial or full conversion of the Convertible Notes. All of the Company’s personal property further secure the aggregate Convertible Notes, including collateral assignments of all the Company’s license agreements and the MTF Sygnal Option Agreement. Interest payable – related party on the above notes was $1,502,449 and $1,251,626 as of March 31, 2021 and December 31, 2020, respectively. | 4. Notes Payable - Related Party Hankey Capital LLC (Hankey Capital) Hankey Capital holds certain convertible notes of the Company as discussed below. Don Hankey, the CEO and Chairman of Hankey Group, is our non-independent Chairman of the Board and a significant shareholder. Bret Hankey, the president of Hankey Capital, is a non-independent board member. The Hankey Group is an affiliate of Hankey Capital. Note Type Issue Maturity Interest December 31, 2020 December 31, 2019 (A) First Secured Convertible Note 10/24/14 12/31/21 8.5 % $ 5,000,000 $ 5,000,000 (A) Second Secured Convertible Note 5/4/15 12/31/21 8.5 % 2,000,000 2,000,000 (B) Third Secured Convertible Note 2/24/16 12/31/21 8.5 % 2,000,000 2,000,000 (C) First Credit Facility 7/24/18 12/31/21 8.5 % 2,000,000 2,000,000 (D) Second Credit Facility 9/19/19 12/31/21 8.5 % 712,179 320,000 Notes payable $ 11,712,179 $ 11,320,000 First and Second Secured Convertible Notes and Warrants (A) On October 24, 2014 and May 4, 2015, the Company issued two convertible promissory notes in the aggregate amount of $7,000,000 to Hankey Capital. Don Hankey, the CEO and Chairman of Hankey Group, is our non-independent Chairman of the Board and a significant shareholder. Bret Hankey, the president of Hankey Capital, is a non-independent board member. The Convertible Notes mature on December 31, 2021 and bear interest at an annual rate of interest of the “prime rate” plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in its sole discretion, to convert the Convertible Notes into shares of the Company’s Common Stock, at a conversion rate equal to $1.00 per share. The Company also issued warrants to Hankey Capital for an aggregate of 585,443 shares of Common Stock at an exercise price per share of $15.80 that expire five years from the dates of issuance. In connection with the Convertible Notes, the Company paid commitment fees in the amount of $210,000 (3.0% of the original principal amount of the loans) to Hankey Capital and other aggregate offering costs of $594,550. The aggregate value of the warrants and offering costs totaling $2,891,409 was considered to be a debt discount upon issuance of the notes and was fully amortized as of December 31, 2018. The notes are secured by 886,975 collateral shares as described below. Third Convertible Secured Term Note and Warrants (B) On February 24, 2016, the Company issued a convertible promissory note in the amount of $2,000,000 to Hankey Capital. The Third Convertible Note matures on December 31, 2021 (the “Maturity Date”) and bears interest at an annual rate of interest at the “prime rate” plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in its sole discretion, to convert the Convertible Note into shares of the Company’s common stock (the “Conversion Shares”), at a conversion rate equal to $1.00 per share and issued a warrant to Hankey Capital for 146,342 shares of Common Stock at an exercise price per share of $20.50. The Warrant will expire on February 23, 2021. In connection with the Convertible Note, the Company paid a commitment fee in the amount of $40,000 (2.0% of the original principal amount of the Loan) and other offering costs totaling $77,532. The aggregate value of the warrant, beneficial conversion feature and offering costs of $2,000,000 was considered a debt discount upon issuance of the note and was fully amortized as of December 31, 2018. The note is secured by 253,165 collateral shares as described below. During 2018, the Company issued 18,009,696 collateral shares pursuant to the First, Second and Third Secured Convertible Notes. First Credit Facility Convertible Secured Term Note (C) On July 24, 2018, the Company and Hankey Capital entered into an agreement under which Hankey Capital provided a credit facility of $2,000,000 to the Company to be drawn down by the Company upon notice to Hankey Capital. The credit facility is evidenced by a convertible secured note convertible prior to the maturity date at $1.00 per share and due on December 31, 2021. Draws bear interest at an annual rate of interest at the “prime rate” (as quoted in the “Money Rates” section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. At December 31, 2019, the Company had used all funds available under the facility. The note is secured by collateral shares as described below. During 2019, the Company issued 4,255,319 Collateral Shares pursuant to the agreement. Second Credit Facility Convertible Secured Term Note (D) On September 19, 2019, the Company and Hankey Capital entered into an agreement under which Hankey Capital provided a credit facility of $1,100,000 to the Company to be drawn down by the Company upon notice to Hankey Capital. The credit facility is evidenced by a convertible secured note convertible prior to the maturity date at $1.00 per share and due on December 31, 2021. All personal property and assets of the Company secure the note. Draws bear interest at an annual rate of interest at the “prime rate” (as quoted in the “Money Rates” section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. At December 31, 2020, the Company had been advanced $712,179 and had $387,821 available under the facility. At December 31, 2019, the Company had been advanced $320,000 and had $780,000 available under the facility. No Collateral Shares are required pursuant to this convertible secured note. Collateral The Convertible Notes (A), (B) and (C) are secured by an aggregate of 23,404,255 collateral shares of Common Stock issued by the Company in the name of Hankey Capital, in such amount so as to maintain a loan to value ratio equal to 50% (the “Collateral Shares”) as of December 31, 2020 and December 31, 2019. The Collateral Shares shall be adjusted on a yearly basis. The principal amount of the loans are pre-payable in whole or in part at any time, without premium or penalty. Upon any voluntary partial prepayment of outstanding principal, Hankey Capital will return Collateral shares to the Company in the amount necessary, if any, to maintain the loan to value ratio at no less than 50%. Upon a full payment of the outstanding principal, all Collateral Shares shall be returned and cancelled. Hankey Capital will also return Collateral Shares under the same terms in case of partial or full conversion of the Convertible Notes. All of the Company’s personal property further secure the aggregate Convertible Notes, including collateral assignments of all the Company’s license agreements and the MTF Sygnal Option Agreement. Interest payable – related party on the above notes was $1,251,626 and $253,551 as December 31, 2020 and 2019, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Stockholders' Deficit | 4. Stockholders’ Deficit Preferred Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 20,000,000 shares of preferred stock. No shares have been issued. Common Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 100,000,000 shares of common stock. As of March 31, 2021 and December 31, 2020, the Company had an aggregate of 30,682,590 shares of common stock outstanding. Common Stock Warrants A summary of warrant activity for the period ended March 31, 2021 is presented below: Number of Weighted Weighted Subject to Exercise Warrants Price Life (Years) Outstanding as of December 31, 2020 229,601 $ 5.95 0.34 Granted – 2021 - - - Forfeited/Expired – 2021 (146,342 ) - - Exercised – 2021 - - - Outstanding as of March 31, 2021 83,259 $ 14.65 0.43 As of March 31, 2021, the Company had outstanding vested and unexercised Common Stock Warrants as follows: Date Issued Exercise Price Number of Warrants Expiration date September 2014 $ 16.20 62,500 August 31, 2021 September 2014 $ 10.00 11,800 September 18, 2021 September 2014 $ 10.00 8,959 September 29, 2021 Total outstanding warrants at December 31, 2020 83,259 There were no common stock warrants exercised and 146,342 warrants expired during the period ended March 31, 2021. The intrinsic value of the outstanding warrants on March 31, 2021 is $-0-. | 5. Stockholders’ Deficit Preferred Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 20,000,000 shares of preferred stock. No shares have been issued. Common Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 100,000,000 shares of common stock. As of December 31, 2020 and 2019, the Company had an aggregate of 30,682,590 shares of common stock outstanding. 2020 During the year ended December 31, 2020 there were no shares issued. 2019 During the year ended December 31, 2019, the Company issued 4,255,319 Collateral Shares pursuant to a convertible secured note payable agreement (see Note 4). On August 1, 2019, the Company cancelled 21,610 Common Shares due to the separation of the former Chief Executive Officer and the change in contract terms for the Chief Financial Officer. Common Stock Warrants A summary of warrant activity for the years ended December 31, 2020 and 2019 are presented below: Subject to Exercise Number of Warrants Weighted Average Exercise Price Weighted Average Life (Years) Outstanding as of December 31, 2018 845,096 $ 15.17 2.23 Granted – 2019 - - - Forfeited/Expired – 2019 (332,962 ) - - Exercised – 2019 - 9.74 2.64 Outstanding as of December 31, 2019 512,134 $ 4.94 1.40 Granted – 2020 - - - Forfeited/Expired – 2020 (282,533 ) - - Exercised – 2020 - - - Outstanding as of December 31, 2020 229,601 $ 5.95 0.34 As of December 31, 2020, the Company had outstanding vested and unexercised Common Stock Warrants as follows: Date Issued Exercise Price Number of Warrants Expiration date September 2014 $ 16.20 62,500 August 31, 2021 September 2014 $ 10.00 11,800 September 18, 2021 September 2014 $ 10.00 8,959 September 29, 2021 February 2016 $ 20.50 146,342 February 23, 2021 Total outstanding warrants at December 31, 2020 229,601 No common stock warrants were exercised and 282,533 warrants expired during the year ended December 31, 2020. No common stock warrants were exercised and 332,962 warrants expired during the year ended December 31, 2019. The intrinsic value of the outstanding warrants on December 31, 2020 is $-0-. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-based Compensation | 5. Stock-based Compensation 2015 Equity Incentive Plan The Company has 1,400,000 shares of Common Stock authorized and reserved for issuance under our 2015 Equity Incentive Plan for option awards. This reserve may be increased by the Board each year by up to the number of shares of stock equal to 5% of the number of shares of stock issued and outstanding on the immediately preceding December 31. Appropriate adjustments will be made in the number of authorized shares and other numerical limits in our 2015 Equity Incentive Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to awards granted under our 2015 Equity Incentive Plan which expire, are repurchased or are cancelled or forfeited will again become available for issuance under our 2015 Equity Incentive Plan. The shares available will not be reduced by awards settled in cash. Shares withheld to satisfy tax withholding obligations will not again become available for grant. The gross number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under our 2015 Equity Incentive Plan. Awards may be granted under our 2015 Equity Incentive Plan to our employees, including officers, director or consultants, and our present or future affiliated entities. While we may grant incentive stock options only to employees, we may grant non-statutory stock options, stock appreciation rights, restricted stock purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based awards or other stock based awards to any eligible participant. The 2015 Equity Incentive Plan is administered by our compensation committee. Subject to the provisions of our 2015 Equity Incentive Plan, the compensation committee determines, in its discretion, the persons to whom, and the times at which, awards are granted, as well as the size, terms and conditions of each award. All awards are evidenced by a written agreement between us and the holder of the award. The compensation committee has the authority to construe and interpret the terms of our 2015 Equity Incentive Plan and awards granted under our 2015 Equity Incentive Plan. A summary of stock option activity for the period ended March 31, 2021, is presented below: Number of Weighted Weighted Aggregate Subject to Exercise Options Price Life (Years) Value Outstanding as of December 31, 2020 566,045 $ 14.80 4.60 $ - Granted – 2021 - - - - Forfeited/Expired – 2021 (85,342 ) 16.19 - - Exercised – 2021 - - - - Outstanding as of March 31, 2021 480,703 $ 14.55 5.15 $ - As of March 31, 2021, the Company had vested and unexercised outstanding stock options as follows: Date Issued Exercise Price Number of Options Expiration date August 2015 $ 15.90 104,060 December 27, 2025 September 2015 $ 15.90 20,000 December 27, 2025 November 2015 $ 15.90 122,464 December 27, 2025 December 2015 $ 15.90 5,569 December 27, 2025 January 2016 $ 15.90 127,581 January 9, 2026 May 2016 $ 20.50 26,915 May 26, 2026 September 2016 $ 20.50 9,933 May 31, 2026 January 2017 $ 20.50 5,356 January 1, 2027 January 2018 $ 19.70 3,916 January 1, 2028 January 2019 $ 0.94 54,909 January 1, 2029 Total outstanding options at March 31, 2021 480,703 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value ( i.e. As of March 31, 2021, there was no unrecognized compensation cost related to unvested stock options. | 6. Stock-based Compensation 2015 Equity Incentive Plan The Company has 1,400,000 shares of Common Stock authorized and reserved for issuance under our 2015 Equity Incentive Plan for option awards. This reserve may be increased by the Board each year by up to the number of shares of stock equal to 5% of the number of shares of stock issued and outstanding on the immediately preceding December 31. Appropriate adjustments will be made in the number of authorized shares and other numerical limits in our 2015 Equity Incentive Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to awards granted under our 2015 Equity Incentive Plan which expire, are repurchased or are cancelled or forfeited will again become available for issuance under our 2015 Equity Incentive Plan. The shares available will not be reduced by awards settled in cash. Shares withheld to satisfy tax withholding obligations will not again become available for grant. The gross number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under our 2015 Equity Incentive Plan. Awards may be granted under our 2015 Equity Incentive Plan to our employees, including officers, director or consultants, and our present or future affiliated entities. While we may grant incentive stock options only to employees, we may grant non-statutory stock options, stock appreciation rights, restricted stock purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based awards or other stock based awards to any eligible participant. The 2015 Equity Incentive Plan is administered by our compensation committee. Subject to the provisions of our 2015 Equity Incentive Plan, the compensation committee determines, in its discretion, the persons to whom, and the times at which, awards are granted, as well as the size, terms and conditions of each award. All awards are evidenced by a written agreement between us and the holder of the award. The compensation committee has the authority to construe and interpret the terms of our 2015 Equity Incentive Plan and awards granted under our 2015 Equity Incentive Plan. A summary of stock option activity for the years ended December 31, 2020 and 2019 are presented below: Subject to Exercise Number of Weighted Average Weighted Aggregate Outstanding as of December 31, 2018 843,648 $ 16.41 7.55 $ 4,373,120 Granted – 2019 54,909 19.70 10.00 - Forfeited – 2019 (332,512 ) - - - Exercised – 2019 - - - - Outstanding as of December 31, 2019 566,045 $ 16.43 6.56 $ - Granted – 2020 - - - - Forfeited – 2020 - - - - Exercised – 2020 - - - - Outstanding as of December 31, 2020 566,045 $ 14.80 4.60 $ - As of December 31, 2020, the Company had outstanding stock options as follows: Date Issued Exercise Price Number of Options Expiration date September 2014 $ 15.90 58,307 December 27, 2025 August 2015 $ 15.90 104,060 December 27, 2025 September 2015 $ 15.90 20,000 December 27, 2025 November 2015 $ 15.90 122,464 December 27, 2025 December 2015 $ 15.90 27,204 December 27, 2025 January 2016 $ 15.90 127,581 January 9, 2026 March 2016 $ 20.50 5,400 February 24, 2021 May 2016 $ 20.50 26,915 May 26, 2026 September 2016 $ 20.50 9,933 May 31, 2026 January 2017 $ 20.50 5,356 January 1, 2027 January 2019 $ 19.70 3,916 January 1, 2028 January 2020 $ 0.94 54,909 January 1, 2029 Total outstanding options at December 31, 2020 566,045 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value ( i.e. There were no options granted during the year ended December 31, 2020. There were 54,909 options granted with a fair value of $50,000 the year ended December 31, 2019. Vesting of options differs based on the terms of each option. The Company has valued the options at their date of grant utilizing the Black-Scholes option pricing model. As of the issuance of these consolidated financial statements, there was no active public market for the Company’s shares. Accordingly, the fair value of the options was determined based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options as calculated using the simplified method. The expected life of the options used was based on the contractual life of the option granted. Stock-based compensation is a non-cash expense because we settle these obligations by issuing shares of our common stock from our authorized shares instead of settling such obligations with cash payments. During the years ended December 31, 2020 and 2019, the Company had stock-based compensation expense of $-0- and $49,692, respectively, related to the vesting of stock options granted to the Company’s employees, directors, and consultants included in our reported net loss. Stock compensation expense for stock options granted to consultants recognized in the statement of operations amounted to $101,419 at December 31, 2019. During the year ended December 31, 2019, 332,512 options forfeited due to the separation of the former Chief Executive Officer and the change in contract terms for the Chief Financial Officer. Our policy is to account for forfeitures of the unvested portion of option grants when they occur; therefore, these forfeitures are recorded as a reversal to expense, which can result in a credit balance in the statement of operations. The Company utilized the Black-Scholes option-pricing model. The assumptions used for the years ended December 31, 2020 and 2019 are as follows: December 31, 2020 December 31, 2019 Risk free interest rate - % 2.554 % Expected life (in years) - 6.24 Expected Volatility - % 169.87 % Expected dividend yield 0 % 0 % A summary of the changes in the Company’s non-vested options during the year ended December 31, 2020, is as follows: Number of Non-vested Options Weighted Average Fair Value at Grant Date Non-vested at December 31, 2019 - $ - Granted in 2020 - $ - Forfeited in 2020 - $ - Vested in 2020 - $ - Non-vested at December 31, 2020 - $ - Exercisable at December 31, 2020 566,045 $ 13.91 Outstanding at December 31, 2020 566,045 $ 13.91 As of December 31, 2020, all outstanding options are vested therefore there is no unrecognized compensation cost related to unvested stock options. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The provision for income taxes consists of the following: Year Ended December 31, December 31, Current: Federal $ - $ - State 1,600 1,603 Total current 1,600 1,603 Deferred: Federal - - State - - Total deferred - - Provision for income taxes $ 1,600 $ 1,603 The components of deferred tax assets and liabilities consist of the following: December 31, 2020 December 31, Deferred tax assets Net operating losses $ 8,749,000 $ 8,242,000 Accrued expenses 693,000 693,000 R&D credits 619,000 598,000 Stock compensation 8,287,000 8,287,000 Total 18,348,000 17,820,000 Less: Valuation allowance (18,348,000 ) (17,820,000 ) $ - $ - The Company’s federal and state net operating loss carryforwards at December 31, 2020 and 2019 were approximately $29,860,000 and $31,254,000, respectively, and will begin to expire in 2021 if not utilized. The Company reviews its deferred tax assets for realization based upon historical taxable income, prudent and feasible tax planning strategies, the expected timing of the reversals of existing temporary differences and expected future taxable income. The Company has concluded that it is more likely than not that the deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against the net deferred tax assets in the amount of $18,348,000 at December 31, 2020. The net change in the valuation allowance for the year ended December 31, 2020 was $528,000. The effective tax rate differs from the statutory tax rate principally due to the change in valuation allowance, nondeductible permanent differences, credits, and state income taxes. A reconciliation of the federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2020 and 2019 is as follows: December 31, 2020 December 31, 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 6.9 % 6.3 % Nondeductible permanent items (0.2 )% (0.4 )% Deferred tax rate change % (2.1 )% Research and development credit 1.2 % 1.9 % Change in valuation allowance (28.9 )% (26.7 )% Income tax provision 0.0 % 0.0 % The Company’s effective tax rate is 0% for income tax for the years ended December 31, 2020 and 2019. Based on the weight of available evidence, including cumulative losses since inception and expected future losses, the Company has determined that it is more likely than not that the deferred tax asset amount will not be realized and therefore a valuation allowance has been provided on net deferred tax assets. The Company files tax returns for U.S. Federal and State of California. The Company is not currently subject to any income tax examinations. Since the Company’s inception, the Company had incurred losses from operations, which generally allows all tax years to remain open. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions Hankey Capital LLC (Hankey Capital) Hankey Capital holds certain convertible notes of the Company as discussed in Note 4. Don Hankey, the CEO and Chairman of Hankey Group, is our non-independent Chairman of the Board and a significant shareholder. Bret Hankey, the president of Hankey Capital, is a non-independent board member. The Hankey Group is an affiliate of Hankey Capital. |
Deferred Compensation
Deferred Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Deferred Compensation | ||
Deferred Compensation | 6. Deferred Compensation Pursuant to an October 2016 Note Purchase Agreement, the Company’s management had agreed to defer 20% of earned compensation until at least $5,000,000 has been received in cumulative funding from non-current stockholders. As of March 31, 2021 and December 31, 2020, deferred compensation was $267,500 and $252,500, respectively. | 9. Deferred Compensation Pursuant to an October 2016 Note Purchase Agreement, the Company’s management had agreed to defer 20% of earned compensation until at least $5,000,000 has been received in cumulative funding from non-current stockholders. Effective June 28, 2019, the Letter Agreement dated June 8, 2015 between the Company and Stephen LaNeve, the Company’s then President and Chief Executive Officer, and the Letter Agreement dated October 13, 2015 between the Company and Deina Walsh, the Company’s Chief Financial Officer, each relating to such individual’s employment with the Company, were not renewed by those employees. Each has entered into an independent contractor’s agreement with the Company. As a result of the separation agreements, $379,167 of deferred compensation was forfeited and written off during the year ended December 31, 2019. As of December 31, 2020 and 2019, deferred compensation was $252,500 and $192,500, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 7. Commitments and Contingencies UCLA TDG Exclusive License Agreement Effective April 9, 2019, the Company entered into an Amended and Restated Exclusive License Agreement dated as of March 21, 2019 (the “Amended License Agreement”) with the UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). The Amended License Agreement amends and restates the Amended and Restated Exclusive License Agreement, dated as of June 19, 2017 (the “2017 Agreement”). The 2017 Agreement amended and restated the Exclusive License Agreement, effective March 15, 2006, between the Company and UCLA TDG, as amended by ten amendments. Under the terms of the Amended License Agreement, the Regents have continued to grant the Company exclusive rights to develop and commercialize NELL-1 (the “Licensed Product”) for spinal fusion, osteoporosis and trauma applications. The Licensed Product is a recombinant human protein growth factor that is essential for normal bone development. We have agreed to pay an annual maintenance fee to UCLA TDG of $10,000 as well as to pay certain royalties to UCLA TDG under the Restated License Agreement at the rate of 3.0% of net sales of licensed products. We must pay the royalties to UCLA TDG on a quarterly basis. Upon a first commercial sale, we also must pay between $50,000 and $250,000, depending on the calendar year that is after the first commercial sale. If we are required to pay any third party any royalties as a result of us making use of UCLA TDG patents, then we may reduce the royalty owed to UCLA TDG by 0.333% for every percentage point paid to a third party. If we grant sublicense rights to a third party to use the UCLA TDG patent, then we will pay to UCLA TDG 10% to 20% of the sublicensing income we receive from such sublicense. We are obligated to make the following milestone payments to UCLA TDG for each Licensed Product or Licensed Method: ● $100,000 upon enrollment of the first subject in a Feasibility Study; ● $250,000 upon enrollment of the first subject in a Pivotal Study: ● $500,000 upon Pre-Market Approval of a Licensed Product or Licensed Method; and ● $1,000,000 upon the First Commercial Sale of a Licensed Product or Licensed Method. We are also obligated to pay UCLA TDG a cash milestone payment within thirty (30) days of a Liquidity Event (including a Change of Control Transaction and a payment election by UCLA TDG exercisable after December 22, 2016, such payment to equal the greater of: ● $500,000; or ● 2% of all proceeds in connection with a Change of Control Transaction. As of March 31, 2021, none of the above milestones has been met. We are obligated to diligently proceed with developing and commercializing licensed products under UCLA patents set forth in the Restated License Agreement. UCLA TDG has the right to either terminate the license or reduce the license to a non-exclusive license if we do not meet certain diligence milestone deadlines set forth in the Restated License Agreement. We must reimburse or pre-pay UCLA TDG for patent prosecution and maintenance costs incurred during the term of the Restated License Agreement. We have the right to bring infringement actions against third party infringers of the Restated License Agreement, UCLA TDG may join voluntarily, at its own expense, or, at our expense, be joined involuntarily to the action. We are required to indemnify UCLA TDG against any third party claims arising out of our exercise of the rights under the Restated License Agreement or any sublicense. On August 13, 2020, the Company and UCLA TDG entered into a First Amendment to the Amended and Restated License Agreement pursuant to which the due dates for certain Development Milestones was updated to better reflect delays caused by the COVID-19 Pandemic and to address the Company’s failure to pay certain amounts with regard to patent prosecution, cost reimbursement, maintenance fees, and late fees, and in connection therewith, a revised payment schedule was set forth. Payments to UCLA TDG under the Restated License Agreement for the three months ended March 31, 2021 and 2020 were $45,500 and $-0-, respectively. Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In July 2019, Dr. Bessie (Chia) Soo and Dr. Kang (Eric) Ting (“Plaintiffs”) filed a complaint (the “Complaint”) in federal court in Massachusetts against the Company, Bruce Stroever (“Stroever”), John Booth (“Booth”), Stephen LaNeve (“LaNeve”, and together with Stroever and Booth, the “Individual Defendants”), and MTF Biologics (f/k/a The Musculoskeletal Transplant Foundation, Inc.) (“MTF”). The Complaint alleges claims for breach of contract against the Company and tortious interference with contract against the Individual Defendants and MTF arising from the termination of the Professional Service Agreements, dated as of January 8, 2016, between the Company and each of the Plaintiffs. The Individual Defendants have been sued for actions taken by them in connection with their service to the Company as directors and/or officers of the Company. As such, the Company has certain indemnification obligations to the Individual Defendants. The Company and the Individual Defendants intend to vigorously defend against the allegations in the Complaint. Based on the very early stage of the litigation, it is not possible to estimate the amount or range of any possible loss arising from the expenditure of defense fees, a judgment or settlement of the matter. | 10. Commitments and Contingencies UCLA TDG Exclusive License Agreement Effective April 9, 2019, the Company entered into an Amended and Restated Exclusive License Agreement dated as of March 21, 2019 (the “Amended License Agreement”) with the UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). The Amended License Agreement amends and restates the Amended and Restated Exclusive License Agreement, dated as of June 19, 2017 (the “2017 Agreement”). The 2017 Agreement amended and restated the Exclusive License Agreement, effective March 15, 2006, between the Company and UCLA TDG, as amended by ten amendments. Under the terms of the Amended License Agreement, the Regents have continued to grant the Company exclusive rights to develop and commercialize NELL-1 (the “Licensed Product”) for spinal fusion, osteoporosis and trauma applications. The Licensed Product is a recombinant human protein growth factor that is essential for normal bone development. We have agreed to pay an annual maintenance fee to UCLA TDG of $10,000 as well as to pay certain royalties to UCLA TDG under the Restated License Agreement at the rate of 3.0% of net sales of licensed products. We must pay the royalties to UCLA TDG on a quarterly basis. Upon a first commercial sale, we also must pay between $50,000 and $250,000, depending on the calendar year that is after the first commercial sale. If we are required to pay any third party any royalties as a result of us making use of UCLA TDG patents, then we may reduce the royalty owed to UCLA TDG by 0.333% for every percentage point paid to a third party. If we grant sublicense rights to a third party to use the UCLA TDG patent, then we will pay to UCLA TDG 10% to 20% of the sublicensing income we receive from such sublicense. We are obligated to make the following milestone payments to UCLA TDG for each Licensed Product or Licensed Method: ● $100,000 upon enrollment of the first subject in a Feasibility Study; ● $250,000 upon enrollment of the first subject in a Pivotal Study: ● $500,000 upon Pre-Market Approval of a Licensed Product or Licensed Method; and ● $1,000,000 upon the First Commercial Sale of a Licensed Product or Licensed Method. We are also obligated to pay UCLA TDG a cash milestone payment within thirty (30) days of a Liquidity Event (including a Change of Control Transaction and a payment election by UCLA TDG exercisable after December 22, 2016, such payment to equal the greater of: ● $500,000; or ● 2% of all proceeds in connection with a Change of Control Transaction. As of December 31, 2020, none of the above milestones has been met. We are obligated to diligently proceed with developing and commercializing licensed products under UCLA patents set forth in the Restated License Agreement. UCLA TDG has the right to either terminate the license or reduce the license to a non-exclusive license if we do not meet certain diligence milestone deadlines set forth in the Restated License Agreement. We must reimburse or pre-pay UCLA TDG for patent prosecution and maintenance costs incurred during the term of the Restated License Agreement. We have the right to bring infringement actions against third party infringers of the Restated License Agreement, UCLA TDG may join voluntarily, at its own expense, or, at our expense, be joined involuntarily to the action. We are required to indemnify UCLA TDG against any third party claims arising out of our exercise of the rights under the Restated License Agreement or any sublicense. On August 13, 2020 the Company and UCLA TDG entered into a First Amendment to the Amended and Restated License Agreement pursuant to which the due dates for certain Development Milestones was updated to better reflect delays caused by the COVID-19 Pandemic and to address the Company’s failure to pay certain amounts with regard to patent prosecution, cost reimbursement, maintenance fees, and late fees, and in connection therewith, a revised payment schedule was set forth. Payments to UCLA TDG under the Restated License Agreement for the years ended December 31, 2020 and 2019 were $102,293 and $224,053, respectively. Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In July 2019, Dr. Bessie (Chia) Soo and Dr. Kang (Eric) Ting (“Plaintiffs”) filed a complaint (the “Complaint”) in federal court in Massachusetts against the Company, Bruce Stroever (“Stroever”), John Booth (“Booth”), Stephen LaNeve (“LaNeve”, and together with Stroever and Booth, the “Individual Defendants”), and MTF Biologics (f/k/a The Musculoskeletal Transplant Foundation, Inc.) (“MTF”). The Complaint alleges claims for breach of contract against the Company and tortious interference with contract against the Individual Defendants and MTF arising from the termination of the Professional Service Agreements, dated as of January 8, 2016, between the Company and each of the Plaintiffs. The Individual Defendants have been sued for actions taken by them in connection with their service to the Company as directors and/or officers of the Company. As such, the Company has certain indemnification obligations to the Individual Defendants. The Company and the Individual Defendants intend to vigorously defend against the allegations in the Complaint. Based on the very early stage of the litigation, it is not possible to estimate the amount or range of any possible loss arising from the expenditure of defense fees, a judgment or settlement of the matter. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 8. Subsequent Events Effective June 2, 2021, the Company and Hankey Capital entered into a Note Purchase Agreement pursuant to which Hankey Capital will provide a credit facility to the Company of $700,000 to be drawn down upon notice to Hankey Capital. Effective June 7, 2021, our Board of Directors approved a 1-for-2.5 reverse split of our outstanding shares of common stock. Holders of a majority of our shares of common stock have provided their consent for such reverse stock split. We intend to implement such reverse stock split upon receiving regulatory approval for such action, and concurrently with the completion of the public offering. From March 31, 2021 through June 11, 2021, the Company has drawn an additional $178,064 against the Second credit facility and $273,167 of the Third credit facility. | 11. Subsequent Events Since December 31, 2020, the Company has drawn a total of $75,697 against the Second credit facility. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The interim condensed consolidated financial statements included herein reflect all material adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) which, in the opinion of management, are ordinary and necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under the accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated balance sheet information as of December 31, 2020 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2021 (the “2020 Annual Report”). These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020 and notes thereto included in the 2020 Annual Report. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year ended December 31, 2021 or for any other period. | Basis of Presentation The accompanying consolidated financial statements and related notes include activities of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain 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 reported amounts of expenses during the reporting period. Significant estimates include the assumptions used in the accrual for potential liabilities, the valuation of stock options and warrants issued for services, and deferred tax valuation allowances. Actual results could differ from those estimates. | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain 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 reported amounts of expenses during the reporting period. Significant estimates include the assumptions used in the accrual for potential liabilities, the valuation of debt and equity instruments, stock options and warrants issued for services, and deferred tax valuation allowances. Actual results could differ from those estimates. |
Impact of the Novel Coronavirus (COVID-19) on the Company's Business Operations | Impact of the Novel Coronavirus (COVID-19) on the Company’s Business Operations The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities worldwide, as businesses and governments have taken broad actions to mitigate this public health crisis. The coronavirus pandemic presents a challenge to medical facilities worldwide. As the Company’s clinical trials will be conducted on an outpatient basis, it is not currently possible to predict the full impact of this developing health crisis on such clinical trials, which could include delays in and increased costs of such clinical trials. Current indications from the clinical research organizations conducting the clinical trials for the Company are that such clinical trials are being delayed or extended for several months as a result of the coronavirus pandemic. There is also significant uncertainty as to the effect that the coronavirus may have on the amount and type of financing available to the Company in the future. | Impact of the Novel Coronavirus (COVID-19) on the Company’s Business Operations The global outbreak of the novel coronavirus (COVID-19) has led to severe disruptions in general economic activities worldwide, as businesses and governments have taken broad actions to mitigate this public health crisis. The coronavirus pandemic presents a challenge to medical facilities worldwide. As the Company’s clinical trials are conducted on an outpatient basis, it is not currently possible to predict the full impact of this developing health crisis on such clinical trials, which could include delays in and increased costs of such clinical trials. Current indications from the clinical research organizations conducting the clinical trials for the Company are that such clinical trials are being delayed or extended for several months as a result of the coronavirus pandemic. There is also significant uncertainty as to the effect that the coronavirus may have on the amount and type of financing available to the Company in the future. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s consolidated financial instruments are cash, accounts payable and notes payable. The recorded values of cash and accounts payable approximate their values based on their short-term nature. The fair value of convertible notes payable approximate their fair value since the current interest rates and terms on these obligations are the same as prevailing market rates. The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock. | Fair Value of Financial Instruments The Company’s consolidated financial instruments are cash, accounts payable and notes payable. The recorded values of cash and accounts payable approximate their values based on their short-term nature. The fair value of convertible notes payable approximate their fair value since the current interest rates and terms on these obligations are the same as prevailing market rates. The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock. An “established trading market” for the Company’s common stock does not exist. The fair value of the shares was determined based on the then most recent price per share at which we sold common stock to unrelated parties in a private placement during the periods then ended. |
Research and Development Costs | Research and Development Costs Research and development costs include, but are not limited to, payroll and other personnel expenses, consultants, expenses incurred under agreements with contract research and manufacturing organizations and animal clinical investigative sites and the cost to manufacture clinical trial materials. Costs related to research, design and development of products are charged to research and development expense as incurred. | |
Patents and Licenses | Patents and Licenses Effective April 9, 2019, the Company entered into an Amended and Restated Exclusive License Agreement dated as of March 21, 2019 (the “Amended License Agreement”) with the UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). The Amended License Agreement amends and restates the Amended and Restated Exclusive License Agreement, dated as of June 19, 2017 (the “2017 Agreement”). The 2017 Agreement amended and restated the Exclusive License Agreement, effective March 15, 2006, between the Company and UCLA TDG, as amended by ten amendments. See Note 10 for commitments related to the Exclusive License Agreement. Patent expenses include costs to acquire the license of NELL-1, which was de minimis, and costs to file patent applications related to NELL-1. The Company expenses the costs incurred to file patent applications, all costs related to abandoned patent applications and maintenance costs, and these costs are included in general and administrative expenses. Costs associated with licenses acquired to be able to use products from third parties prior to receipt of regulatory approval to market the related products are also expensed. The Company’s licensed technologies may have alternative future uses in that they are enabling (or platform) technologies that can be the basis for multiple products that would each target a specific indication. Costs of acquisition of licenses are expensed. | |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Cash balances are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. Federal insurance coverage is $250,000 per depositor at each financial institution. A substantial majority of the Company’s cash balances may exceed federally insured limits at certain times. | |
Stock Based Compensation | Stock Based Compensation ASC 718, Compensation – Stock Compensation Improvements to Nonemployee Share-Based Payment Accounting | Stock Based Compensation ASC 718, Compensation – Stock Compensation Improvements to Nonemployee Share-Based Payment Accounting |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due and deferred taxes resulting from timing differences in recording of transactions for tax purposes and financial reporting purposes. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are received or settled. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized. The accounting provisions related to uncertain income tax positions require the Company to determine whether any tax position in all open years meets a more likely than not threshold of being sustained upon examination by the applicable taxing authority. The Company did not have any changes to its liability for uncertain tax positions as at December 31, 2020 and 2019. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No such amounts are accrued as of December 31, 2020 and 2019. The Company recognizes the financial statement effects of a tax position when it becomes more likely than not, based upon the technical merits, that the position will be sustained upon examination. The Company recognizes interest and/or penalties related to uncertain tax positions. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected in the period that such determination is made. The interest and penalties are recognized as other expense and not tax expense. The Company currently has no interest and penalties related to uncertain tax positions. | |
Collateral Shares | Collateral Shares The Company accounts for the common shares issued as collateral for convertible promissory notes, whether upon original issuance or upon the required annual adjustment, as debt issuance costs in the form of a loan processing fee, which is determined by reference to the par value of the Company’s common stock, with a corresponding charge to operations when such collateral shares are issued. The collateral shares are subject to significant contractual restrictions limiting their sale or transfer. As these common shares have been issued to and are held by the lender, and are contingently returnable to the Company under certain conditions, such shares are considered as issued and outstanding on the Company’s balance sheet, but are not included in earnings per share calculations for all periods presented. In the event of an uncured event of default, the Company will record a charge to operations to recognize that the collateral shares are no longer owned or controlled by the Company, and such prospective charge to operations would be based on the fair market value of the collateral shares at that time, and which would be classified as a cost of debt capital and recognized as a charge to operations. | Collateral Shares The Company accounts for the common shares issued as collateral for convertible promissory notes, whether upon original issuance or upon the required annual adjustment, as debt issuance costs in the form of a loan processing fee, which is determined by reference to the par value of the Company’s common stock, with a corresponding charge to operations when such collateral shares are issued. The collateral shares are subject to significant contractual restrictions limiting their sale or transfer. As these common shares have been issued to and are held by the lender, and are contingently returnable to the Company under certain conditions, such shares are considered as issued and outstanding on the Company’s balance sheet, but are not included in earnings per share calculations for all periods presented. In the event of an uncured event of default, the Company will record a charge to operations to recognize that the collateral shares are no longer owned or controlled by the Company, and such prospective charge to operations would be based on the fair market value of the collateral shares at that time, and which would be classified as a cost of debt capital and recognized as a charge to operations. |
Loss Per Common Share | Loss per Common Share The Company utilizes FASB ASC Topic No. 260, Earnings per Share Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive for the three months ended March 31, 2021 and 2020, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of March 31, 2021 and 2020: March 31, 2021 2020 Warrants 83,259 489,475 Stock options 480,703 566,045 Convertible promissory notes 11,921,936 11,448,165 12,485,898 12,503,685 | Loss per Common Share The Company utilizes FASB ASC Topic No. 260, Earnings per Share Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive for the years ended 2020 and 2019, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2020 and 2019: December 31, 2020 2019 Warrants 229,601 512,134 Stock options 566,045 566,045 Convertible promissory notes 11,712,179 11,320,000 12,507,825 12,398,179 |
New Accounting Standards | New Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. ASU 2020-06 will be effective January 1, 2024, and a cumulative-effect adjustment to the opening balance of retained earnings is required upon adoption. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. | New Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. ASU 2020-06 will be effective January 1, 2024, and a cumulative-effect adjustment to the opening balance of retained earnings is required upon adoption. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The adoption of ASU 2020-06 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures subsequent to its adoption, with any effect being largely dependent on the composition and terms of outstanding financial instruments at the time of adoption. Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of March 31, 2021 and 2020: March 31, 2021 2020 Warrants 83,259 489,475 Stock options 480,703 566,045 Convertible promissory notes 11,921,936 11,448,165 12,485,898 12,503,685 | The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2020 and 2019: December 31, 2020 2019 Warrants 229,601 512,134 Stock options 566,045 566,045 Convertible promissory notes 11,712,179 11,320,000 12,507,825 12,398,179 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following: December 31, 2020 December 31, 2019 Accounts payable $ 465,396 $ 42,879 Deferred Directors’ fees - 89,517 $ 465,396 $ 132,396 |
Notes Payable - Related Party (
Notes Payable - Related Party (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Notes Payable | The Hankey Group is an affiliate of Hankey Capital. Note Type Issue Maturity Interest March 31, December 31, (A) First Secured Convertible Note 10/24/14 12/31/21 8.5 % $ 5,000,000 $ 5,000,000 (A) Second Secured Convertible Note 5/4/15 12/31/21 8.5 % 2,000,000 2,000,000 (B) Third Secured Convertible Note 2/24/16 12/31/21 8.5 % 2,000,000 2,000,000 (C) First Credit Facility 7/24/18 12/31/21 8.5 % 2,000,000 2,000,000 (D) Second Credit Facility 9/19/19 12/31/21 8.5 % 921,936 712,179 Notes payable $ 11,921,936 $ 11,712,179 First and Second Secured Convertible Notes and Warrants (A) On October 24, 2014 and May 4, 2015, the Company issued two convertible promissory notes in the aggregate amount of $7,000,000 to Hankey Capital. Don Hankey, the CEO and Chairman of Hankey Group, is our non-independent Chairman of the Board and a significant shareholder. Bret Hankey, the president of Hankey Capital, is a non-independent board member. The Convertible Notes mature on December 31, 2021 and bear interest at an annual rate of interest of the “prime rate” plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in its sole discretion, to convert the Convertible Notes into shares of the Company’s Common Stock, at a conversion rate equal to $1.00 per share. The Company also issued warrants to Hankey Capital for an aggregate of 585,443 shares of Common Stock at an exercise price per share of $15.80 that expire five years from the dates of issuance. In connection with the Convertible Notes, the Company paid commitment fees in the amount of $210,000 (3.0% of the original principal amount of the loans) to Hankey Capital and other aggregate offering costs of $594,550. The aggregate value of the warrants and offering costs totaling $2,891,409 was considered to be a debt discount upon issuance of the notes and was fully amortized as of December 31, 2018. The notes are secured by 886,975 collateral shares as described below. Third Convertible Secured Term Note and Warrants (B) On February 24, 2016, the Company issued a convertible promissory note in the amount of $2,000,000 to Hankey Capital. The Third Convertible Note matures on December 31, 2021 (the “Maturity Date”) and bears interest at an annual rate of interest at the “prime rate” plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in its sole discretion, to convert the Convertible Note into shares of the Company’s common stock (the “Conversion Shares”), at a conversion rate equal to $1.00 per share and issued a warrant to Hankey Capital for 146,342 shares of Common Stock at an exercise price per share of $20.50. The Warrant will expire on February 23, 2021. In connection with the Convertible Note, the Company paid a commitment fee in the amount of $40,000 (2.0% of the original principal amount of the Loan) and other offering costs totaling $77,532. The aggregate value of the warrant, beneficial conversion feature and offering costs of $2,000,000 was considered a debt discount upon issuance of the note and was fully amortized as of December 31, 2018. The note is secured by 253,165 collateral shares as described below. During 2018, the Company issued an additional 18,009,696 collateral shares pursuant to the First, Second and Third Secured Convertible Notes. First Credit Facility Convertible Secured Term Note (C) On July 24, 2018, the Company and Hankey Capital entered into an agreement under which Hankey Capital provided a credit facility of $2,000,000 to the Company to be drawn down by the Company upon notice to Hankey Capital. The credit facility is evidenced by a convertible secured note convertible prior to the maturity date at $1.00 per share and due on December 31, 2021. Draws bear interest at an annual rate of interest at the “prime rate” (as quoted in the “Money Rates” section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. At December 31, 2019, the Company had used all funds available under the facility. The note is secured by collateral shares as described below. During 2020, the Company issued 4,255,319 Collateral Shares pursuant to the agreement. Second Credit Facility Convertible Secured Term Note (D) On September 19, 2019, the Company and Hankey Capital entered into an agreement under which Hankey Capital provided a credit facility of $1,100,000 to the Company to be drawn down by the Company upon notice to Hankey Capital. The credit facility is evidenced by a convertible secured note convertible prior to the maturity date at $1.00 per share and due on December 31, 2021. All personal property and assets of the Company secure the note. Draws bear interest at an annual rate of interest at the “prime rate” (as quoted in the “Money Rates” section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. At March 31, 2021, the Company had been advanced $921,936 and had $178,064 available under the facility. At December 31, 2020, the Company had been advanced $712,179 and had $387,821 available under the facility. No Collateral Shares are required pursuant to this convertible secured note. | The Hankey Group is an affiliate of Hankey Capital. Note Type Issue Maturity Interest December 31, 2020 December 31, 2019 (A) First Secured Convertible Note 10/24/14 12/31/21 8.5 % $ 5,000,000 $ 5,000,000 (A) Second Secured Convertible Note 5/4/15 12/31/21 8.5 % 2,000,000 2,000,000 (B) Third Secured Convertible Note 2/24/16 12/31/21 8.5 % 2,000,000 2,000,000 (C) First Credit Facility 7/24/18 12/31/21 8.5 % 2,000,000 2,000,000 (D) Second Credit Facility 9/19/19 12/31/21 8.5 % 712,179 320,000 Notes payable $ 11,712,179 $ 11,320,000 First and Second Secured Convertible Notes and Warrants (A) On October 24, 2014 and May 4, 2015, the Company issued two convertible promissory notes in the aggregate amount of $7,000,000 to Hankey Capital. Don Hankey, the CEO and Chairman of Hankey Group, is our non-independent Chairman of the Board and a significant shareholder. Bret Hankey, the president of Hankey Capital, is a non-independent board member. The Convertible Notes mature on December 31, 2021 and bear interest at an annual rate of interest of the “prime rate” plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in its sole discretion, to convert the Convertible Notes into shares of the Company’s Common Stock, at a conversion rate equal to $1.00 per share. The Company also issued warrants to Hankey Capital for an aggregate of 585,443 shares of Common Stock at an exercise price per share of $15.80 that expire five years from the dates of issuance. In connection with the Convertible Notes, the Company paid commitment fees in the amount of $210,000 (3.0% of the original principal amount of the loans) to Hankey Capital and other aggregate offering costs of $594,550. The aggregate value of the warrants and offering costs totaling $2,891,409 was considered to be a debt discount upon issuance of the notes and was fully amortized as of December 31, 2018. The notes are secured by 886,975 collateral shares as described below. Third Convertible Secured Term Note and Warrants (B) On February 24, 2016, the Company issued a convertible promissory note in the amount of $2,000,000 to Hankey Capital. The Third Convertible Note matures on December 31, 2021 (the “Maturity Date”) and bears interest at an annual rate of interest at the “prime rate” plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in its sole discretion, to convert the Convertible Note into shares of the Company’s common stock (the “Conversion Shares”), at a conversion rate equal to $1.00 per share and issued a warrant to Hankey Capital for 146,342 shares of Common Stock at an exercise price per share of $20.50. The Warrant will expire on February 23, 2021. In connection with the Convertible Note, the Company paid a commitment fee in the amount of $40,000 (2.0% of the original principal amount of the Loan) and other offering costs totaling $77,532. The aggregate value of the warrant, beneficial conversion feature and offering costs of $2,000,000 was considered a debt discount upon issuance of the note and was fully amortized as of December 31, 2018. The note is secured by 253,165 collateral shares as described below. During 2018, the Company issued 18,009,696 collateral shares pursuant to the First, Second and Third Secured Convertible Notes. First Credit Facility Convertible Secured Term Note (C) On July 24, 2018, the Company and Hankey Capital entered into an agreement under which Hankey Capital provided a credit facility of $2,000,000 to the Company to be drawn down by the Company upon notice to Hankey Capital. The credit facility is evidenced by a convertible secured note convertible prior to the maturity date at $1.00 per share and due on December 31, 2021. Draws bear interest at an annual rate of interest at the “prime rate” (as quoted in the “Money Rates” section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. At December 31, 2019, the Company had used all funds available under the facility. The note is secured by collateral shares as described below. During 2019, the Company issued 4,255,319 Collateral Shares pursuant to the agreement. Second Credit Facility Convertible Secured Term Note (D) On September 19, 2019, the Company and Hankey Capital entered into an agreement under which Hankey Capital provided a credit facility of $1,100,000 to the Company to be drawn down by the Company upon notice to Hankey Capital. The credit facility is evidenced by a convertible secured note convertible prior to the maturity date at $1.00 per share and due on December 31, 2021. All personal property and assets of the Company secure the note. Draws bear interest at an annual rate of interest at the “prime rate” (as quoted in the “Money Rates” section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. At December 31, 2020, the Company had been advanced $712,179 and had $387,821 available under the facility. At December 31, 2019, the Company had been advanced $320,000 and had $780,000 available under the facility. No Collateral Shares are required pursuant to this convertible secured note. |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Schedule of Warrant Activity | A summary of warrant activity for the period ended March 31, 2021 is presented below: Number of Weighted Weighted Subject to Exercise Warrants Price Life (Years) Outstanding as of December 31, 2020 229,601 $ 5.95 0.34 Granted – 2021 - - - Forfeited/Expired – 2021 (146,342 ) - - Exercised – 2021 - - - Outstanding as of March 31, 2021 83,259 $ 14.65 0.43 | A summary of warrant activity for the years ended December 31, 2020 and 2019 are presented below: Subject to Exercise Number of Warrants Weighted Average Exercise Price Weighted Average Life (Years) Outstanding as of December 31, 2018 845,096 $ 15.17 2.23 Granted – 2019 - - - Forfeited/Expired – 2019 (332,962 ) - - Exercised – 2019 - 9.74 2.64 Outstanding as of December 31, 2019 512,134 $ 4.94 1.40 Granted – 2020 - - - Forfeited/Expired – 2020 (282,533 ) - - Exercised – 2020 - - - Outstanding as of December 31, 2020 229,601 $ 5.95 0.34 |
Schedule of Outstanding Vested and Unexercised Common Stock Warrants | As of March 31, 2021, the Company had outstanding vested and unexercised Common Stock Warrants as follows: Date Issued Exercise Price Number of Warrants Expiration date September 2014 $ 16.20 62,500 August 31, 2021 September 2014 $ 10.00 11,800 September 18, 2021 September 2014 $ 10.00 8,959 September 29, 2021 Total outstanding warrants at December 31, 2020 83,259 | As of December 31, 2020, the Company had outstanding vested and unexercised Common Stock Warrants as follows: Date Issued Exercise Price Number of Warrants Expiration date September 2014 $ 16.20 62,500 August 31, 2021 September 2014 $ 10.00 11,800 September 18, 2021 September 2014 $ 10.00 8,959 September 29, 2021 February 2016 $ 20.50 146,342 February 23, 2021 Total outstanding warrants at December 31, 2020 229,601 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Stock Option Activity | A summary of stock option activity for the period ended March 31, 2021, is presented below: Number of Weighted Weighted Aggregate Subject to Exercise Options Price Life (Years) Value Outstanding as of December 31, 2020 566,045 $ 14.80 4.60 $ - Granted – 2021 - - - - Forfeited/Expired – 2021 (85,342 ) 16.19 - - Exercised – 2021 - - - - Outstanding as of March 31, 2021 480,703 $ 14.55 5.15 $ - | A summary of stock option activity for the years ended December 31, 2020 and 2019 are presented below: Subject to Exercise Number of Weighted Average Weighted Aggregate Outstanding as of December 31, 2018 843,648 $ 16.41 7.55 $ 4,373,120 Granted – 2019 54,909 19.70 10.00 - Forfeited – 2019 (332,512 ) - - - Exercised – 2019 - - - - Outstanding as of December 31, 2019 566,045 $ 16.43 6.56 $ - Granted – 2020 - - - - Forfeited – 2020 - - - - Exercised – 2020 - - - - Outstanding as of December 31, 2020 566,045 $ 14.80 4.60 $ - |
Schedule of Outstanding Stock Options | As of March 31, 2021, the Company had vested and unexercised outstanding stock options as follows: Date Issued Exercise Price Number of Options Expiration date August 2015 $ 15.90 104,060 December 27, 2025 September 2015 $ 15.90 20,000 December 27, 2025 November 2015 $ 15.90 122,464 December 27, 2025 December 2015 $ 15.90 5,569 December 27, 2025 January 2016 $ 15.90 127,581 January 9, 2026 May 2016 $ 20.50 26,915 May 26, 2026 September 2016 $ 20.50 9,933 May 31, 2026 January 2017 $ 20.50 5,356 January 1, 2027 January 2018 $ 19.70 3,916 January 1, 2028 January 2019 $ 0.94 54,909 January 1, 2029 Total outstanding options at March 31, 2021 480,703 | As of December 31, 2020, the Company had outstanding stock options as follows: Date Issued Exercise Price Number of Options Expiration date September 2014 $ 15.90 58,307 December 27, 2025 August 2015 $ 15.90 104,060 December 27, 2025 September 2015 $ 15.90 20,000 December 27, 2025 November 2015 $ 15.90 122,464 December 27, 2025 December 2015 $ 15.90 27,204 December 27, 2025 January 2016 $ 15.90 127,581 January 9, 2026 March 2016 $ 20.50 5,400 February 24, 2021 May 2016 $ 20.50 26,915 May 26, 2026 September 2016 $ 20.50 9,933 May 31, 2026 January 2017 $ 20.50 5,356 January 1, 2027 January 2019 $ 19.70 3,916 January 1, 2028 January 2020 $ 0.94 54,909 January 1, 2029 Total outstanding options at December 31, 2020 566,045 |
Schedule of Assumptions Using Black-Scholes Option Pricing Model | The Company utilized the Black-Scholes option-pricing model. The assumptions used for the years ended December 31, 2020 and 2019 are as follows: December 31, 2020 December 31, 2019 Risk free interest rate - % 2.554 % Expected life (in years) - 6.24 Expected Volatility - % 169.87 % Expected dividend yield 0 % 0 % | |
Schedule of Non-vested Options | A summary of the changes in the Company’s non-vested options during the year ended December 31, 2020, is as follows: Number of Non-vested Options Weighted Average Fair Value at Grant Date Non-vested at December 31, 2019 - $ - Granted in 2020 - $ - Forfeited in 2020 - $ - Vested in 2020 - $ - Non-vested at December 31, 2020 - $ - Exercisable at December 31, 2020 566,045 $ 13.91 Outstanding at December 31, 2020 566,045 $ 13.91 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes consists of the following: Year Ended December 31, December 31, Current: Federal $ - $ - State 1,600 1,603 Total current 1,600 1,603 Deferred: Federal - - State - - Total deferred - - Provision for income taxes $ 1,600 $ 1,603 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities consist of the following: December 31, 2020 December 31, Deferred tax assets Net operating losses $ 8,749,000 $ 8,242,000 Accrued expenses 693,000 693,000 R&D credits 619,000 598,000 Stock compensation 8,287,000 8,287,000 Total 18,348,000 17,820,000 Less: Valuation allowance (18,348,000 ) (17,820,000 ) $ - $ - |
Schedule of Income Tax Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2020 and 2019 is as follows: December 31, 2020 December 31, 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 6.9 % 6.3 % Nondeductible permanent items (0.2 )% (0.4 )% Deferred tax rate change % (2.1 )% Research and development credit 1.2 % 1.9 % Change in valuation allowance (28.9 )% (26.7 )% Income tax provision 0.0 % 0.0 % |
The Company (Details Narrative)
The Company (Details Narrative) - USD ($) | Jul. 16, 2019 | Jul. 16, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Gross revenue | $ 1,070,000,000 | $ 1,070,000,000 | |||||
Market value of common stock | 700,000,000 | 700,000,000 | |||||
Non-convertible debt securities | $ 1,070,000,000 | $ 1,070,000,000 | |||||
Cessation as an emerging growth company, description | We would cease to be an emerging growth company upon the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues are $1.07 billion or more; (ii) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700.0 million as of the end of the second quarter of that fiscal year; or (iii) the date on which we have, during the previous three-year period, issued more than $1.07 billion in non-convertible debt securities | We would cease to be an emerging growth company upon the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues are $1.07 billion or more; (ii) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700.0 million as of the end of the second quarter of that fiscal year; or (iii) the date on which we have, during the previous three-year period, issued more than $1.07 billion in non-convertible debt securities | |||||
Accumulated losses | $ (69,296,669) | $ (68,864,922) | $ (67,040,232) | ||||
Estimated operating expenditure | 6,600,000 | 6,600,000 | |||||
Stockholders' deficit | (14,124,057) | $ (12,464,520) | (13,692,310) | (11,867,620) | $ (8,598,175) | ||
Net loss | (431,747) | (596,900) | (1,824,690) | (3,424,811) | |||
Net cash in operating activities | $ (127,983) | $ (149,878) | $ (426,933) | $ (3,251,229) | |||
October 2016 Note Purchase Agreement [Member] | |||||||
Percentage of earned deferred compensation | 20.00% | 20.00% | |||||
October 2016 Note Purchase Agreement [Member] | Directors [Member] | |||||||
Percentage of earned deferred compensation | 50.00% | 50.00% | |||||
Cumulative funding to be received | $ 5,000,000 | $ 5,000,000 | |||||
Hankey Capital LLC [Member] | |||||||
Ownership percentage | 89.00% | 89.00% | |||||
Debt instrument principal amount | $ 11,921,936 | $ 11,712,179 | |||||
Credit facility | $ 178,064 | $ 387,821 | |||||
Existing Convertible Notes [Member] | Hankey Capital LLC [Member] | |||||||
Conversion price of convertible notes | $ 15.80 | $ 15.80 | $ 1 | $ 1 | |||
Rights Offering [Member] | Existing Convertible Notes [Member] | Hankey Capital LLC [Member] | |||||||
Shares purchased in rights offering | 3,539,654 | 3,539,654 |
The Company (Details Narrativ_2
The Company (Details Narrative) (10-K) - USD ($) | Jul. 16, 2019 | Jul. 16, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Gross revenue | $ 1,070,000,000 | $ 1,070,000,000 | |||||
Market value of common stock | 700,000,000 | 700,000,000 | |||||
Non-convertible debt securities | $ 1,070,000,000 | $ 1,070,000,000 | |||||
Cessation as an emerging growth company, description | We would cease to be an emerging growth company upon the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues are $1.07 billion or more; (ii) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700.0 million as of the end of the second quarter of that fiscal year; or (iii) the date on which we have, during the previous three-year period, issued more than $1.07 billion in non-convertible debt securities | We would cease to be an emerging growth company upon the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues are $1.07 billion or more; (ii) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700.0 million as of the end of the second quarter of that fiscal year; or (iii) the date on which we have, during the previous three-year period, issued more than $1.07 billion in non-convertible debt securities | |||||
Accumulated losses | $ (69,296,669) | $ (68,864,922) | $ (67,040,232) | ||||
Estimated operating expenditure | 6,600,000 | 6,600,000 | |||||
Stockholders' deficit | (14,124,057) | $ (12,464,520) | (13,692,310) | (11,867,620) | $ (8,598,175) | ||
Net loss | (431,747) | (596,900) | (1,824,690) | (3,424,811) | |||
Net cash in operating activities | $ (127,983) | $ (149,878) | $ (426,933) | $ (3,251,229) | |||
October 2016 Note Purchase Agreement [Member] | |||||||
Percentage of earned deferred compensation | 20.00% | 20.00% | |||||
October 2016 Note Purchase Agreement [Member] | Directors [Member] | |||||||
Percentage of earned deferred compensation | 50.00% | 50.00% | |||||
Cumulative funding to be received | $ 5,000,000 | $ 5,000,000 | |||||
Hankey Capital LLC [Member] | |||||||
Ownership percentage | 89.00% | 89.00% | |||||
Debt instrument principal amount | $ 11,921,936 | $ 11,712,179 | |||||
Credit facility | $ 178,064 | $ 387,821 | |||||
Existing Convertible Notes [Member] | Hankey Capital LLC [Member] | |||||||
Conversion price of convertible notes | $ 15.80 | $ 15.80 | $ 1 | $ 1 | |||
Rights Offering [Member] | Existing Convertible Notes [Member] | Hankey Capital LLC [Member] | |||||||
Shares purchased in rights offering | 3,539,654 | 3,539,654 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 12,485,898 | 12,503,685 | 12,507,825 | 12,398,179 |
Collateral Shares [Member] | ||||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 23,404,255 | 23,404,255 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Uncertain tax positions | ||||
Interest and/or penalties related to income tax | ||||
Accrued income tax penalties and/or interest | ||||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 12,485,898 | 12,503,685 | 12,507,825 | 12,398,179 |
Collateral Shares [Member] | ||||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 23,404,255 | 23,404,255 | ||
Depositor [Member] | ||||
Federal insurance coverage cost | $ 250,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 12,485,898 | 12,503,685 | 12,507,825 | 12,398,179 |
Warrants [Member] | ||||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 83,259 | 489,475 | 229,601 | 512,134 |
Stock Options [Member] | ||||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 480,703 | 566,045 | 566,045 | 566,045 |
Convertible Promissory Notes [Member] | ||||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 11,921,936 | 11,448,165 | 11,712,179 | 11,320,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (10-K) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 12,485,898 | 12,503,685 | 12,507,825 | 12,398,179 |
Warrants [Member] | ||||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 83,259 | 489,475 | 229,601 | 512,134 |
Stock Options [Member] | ||||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 480,703 | 566,045 | 566,045 | 566,045 |
Convertible Promissory Notes [Member] | ||||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 11,921,936 | 11,448,165 | 11,712,179 | 11,320,000 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 465,396 | $ 42,879 | |
Deferred Directors' fees | 89,517 | ||
Total accounts payable and accrued expenses | $ 503,337 | $ 465,396 | $ 132,396 |
Notes Payable - Related Party_2
Notes Payable - Related Party (Details Narrative) - USD ($) | Sep. 19, 2019 | Jul. 24, 2018 | Feb. 24, 2016 | May 04, 2015 | Oct. 24, 2014 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of shares of common stock issued as collateral | 4,255,319 | ||||||||
Hankey Capital LLC [Member] | Third Convertible Secured Term Note and Warrants [Member] | |||||||||
Convertible promissory note amount | $ 2,000,000 | ||||||||
Debt maturity date | Dec. 31, 2021 | ||||||||
Debt instrument conversion price per share | $ 1 | ||||||||
Warrant to purchase shares of common stock | 146,342 | ||||||||
Warrant exercise price | $ 20.50 | ||||||||
Loan commitment fee amount | $ 40,000 | ||||||||
Percentage of commitment fee paid | 2.00% | ||||||||
Offering costs | $ 77,532 | ||||||||
Debt discount amortization | $ 2,000,000 | ||||||||
Secured debt | $ 253,165 | ||||||||
Warrant expiration date | Feb. 23, 2021 | ||||||||
Hankey Capital LLC [Member] | First, Second and Third Convertible Secured Term Notes [Member] | |||||||||
Number of shares of common stock issued as collateral | 18,009,696 | ||||||||
Hankey Capital LLC [Member] | First Credit Facility Convertible Secured Term Note [Member] | |||||||||
Debt instrument conversion price per share | $ 1 | ||||||||
Number of shares of common stock issued as collateral | 4,255,319 | 4,255,319 | |||||||
Line of credit facility, amount | $ 2,000,000 | ||||||||
Line of credit facility due date | Dec. 31, 2021 | ||||||||
Credit facility, interest rate description | Draws bear interest at an annual rate of interest at the "prime rate" (as quoted in the "Money Rates" section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. | ||||||||
Hankey Capital LLC [Member] | Second Credit Facility Convertible Secured Term Note [Member] | |||||||||
Debt instrument conversion price per share | $ 1 | ||||||||
Line of credit facility, amount | $ 1,100,000 | ||||||||
Line of credit facility due date | Dec. 31, 2021 | ||||||||
Line of credit facility in advance | $ 921,936 | $ 712,179 | $ 320,000 | ||||||
Line of credit available under facility | $ 178,064 | $ 387,821 | $ 780,000 | ||||||
Hankey Capital LLC [Member] | First, Second and Third Convertible Secured Term Notes [Member] | |||||||||
Number of shares of common stock issued as collateral | 23,404,255 | 23,404,255 | 23,404,255 | ||||||
Loan for collateral value ratio percentage | 50.00% | 50.00% | 50.00% | ||||||
Hankey Capital LLC [Member] | All Outstanding Notes [Member] | |||||||||
Interest payable related party | $ 1,502,449 | $ 1,251,626 | $ 253,551 | ||||||
Hankey Capital LLC [Member] | Minimum [Member] | Third Convertible Secured Term Note and Warrants [Member] | |||||||||
Debt instrument interest rate | 8.50% | ||||||||
Hankey Capital LLC [Member] | Minimum [Member] | First Credit Facility Convertible Secured Term Note [Member] | |||||||||
Debt instrument interest rate | 8.50% | ||||||||
Hankey Capital LLC [Member] | Minimum [Member] | Second Credit Facility Convertible Secured Term Note [Member] | |||||||||
Debt instrument interest rate | 8.50% | ||||||||
Hankey Capital LLC [Member] | Prime Rate Plus [Member] | Third Convertible Secured Term Note and Warrants [Member] | |||||||||
Debt instrument interest rate | 4.00% | ||||||||
Hankey Capital LLC [Member] | Prime Rate Plus [Member] | First Credit Facility Convertible Secured Term Note [Member] | |||||||||
Debt instrument interest rate | 4.00% | ||||||||
Hankey Capital LLC [Member] | Prime Rate Plus [Member] | Second Credit Facility Convertible Secured Term Note [Member] | |||||||||
Debt instrument interest rate | 4.00% | ||||||||
First and Second Secured Convertible Notes and Warrants [Member] | Hankey Capital LLC [Member] | |||||||||
Convertible promissory note amount | $ 7,000,000 | $ 7,000,000 | |||||||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2021 | |||||||
Debt instrument conversion price per share | $ 1 | $ 1 | |||||||
Warrant to purchase shares of common stock | 585,443 | 585,443 | |||||||
Warrant exercise price | $ 15.80 | $ 15.80 | |||||||
Warrant maturity | 5 years | 5 years | |||||||
Loan commitment fee amount | $ 210,000 | $ 210,000 | |||||||
Percentage of commitment fee paid | 3.00% | 3.00% | |||||||
Offering costs | $ 594,550 | $ 594,550 | |||||||
Debt discount amortization | $ 2,891,409 | ||||||||
Secured debt | $ 886,975 | $ 886,975 | |||||||
First and Second Secured Convertible Notes and Warrants [Member] | Hankey Capital LLC [Member] | Minimum [Member] | |||||||||
Debt instrument interest rate | 8.50% | 8.50% | |||||||
First and Second Secured Convertible Notes and Warrants [Member] | Hankey Capital LLC [Member] | Prime Rate Plus [Member] | |||||||||
Debt instrument interest rate | 4.00% | 4.00% |
Notes Payable - Related Party_3
Notes Payable - Related Party (Details Narrative) (10-K) - USD ($) | Sep. 19, 2019 | Jul. 24, 2018 | Feb. 24, 2016 | May 04, 2015 | Oct. 24, 2014 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of shares of common stock issued as collateral | 4,255,319 | ||||||||
Hankey Capital LLC [Member] | Third Convertible Secured Term Note and Warrants [Member] | |||||||||
Convertible promissory note amount | $ 2,000,000 | ||||||||
Debt maturity date | Dec. 31, 2021 | ||||||||
Debt instrument conversion price per share | $ 1 | ||||||||
Warrant to purchase shares of common stock | 146,342 | ||||||||
Warrant exercise price | $ 20.50 | ||||||||
Loan commitment fee amount | $ 40,000 | ||||||||
Percentage of commitment fee paid | 2.00% | ||||||||
Offering costs | $ 77,532 | ||||||||
Debt discount amortization | $ 2,000,000 | ||||||||
Secured debt | $ 253,165 | ||||||||
Warrant expiration date | Feb. 23, 2021 | ||||||||
Hankey Capital LLC [Member] | First, Second and Third Convertible Secured Term Notes [Member] | |||||||||
Number of shares of common stock issued as collateral | 18,009,696 | ||||||||
Hankey Capital LLC [Member] | First Credit Facility Convertible Secured Term Note [Member] | |||||||||
Debt instrument conversion price per share | $ 1 | ||||||||
Number of shares of common stock issued as collateral | 4,255,319 | 4,255,319 | |||||||
Line of credit facility, amount | $ 2,000,000 | ||||||||
Line of credit facility due date | Dec. 31, 2021 | ||||||||
Credit facility, interest rate description | Draws bear interest at an annual rate of interest at the "prime rate" (as quoted in the "Money Rates" section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. | ||||||||
Hankey Capital LLC [Member] | Second Credit Facility Convertible Secured Term Note [Member] | |||||||||
Debt instrument conversion price per share | $ 1 | ||||||||
Line of credit facility, amount | $ 1,100,000 | ||||||||
Line of credit facility due date | Dec. 31, 2021 | ||||||||
Line of credit facility in advance | $ 921,936 | $ 712,179 | $ 320,000 | ||||||
Line of credit available under facility | $ 178,064 | $ 387,821 | $ 780,000 | ||||||
Hankey Capital LLC [Member] | First, Second and Third Convertible Secured Term Notes [Member] | |||||||||
Number of shares of common stock issued as collateral | 23,404,255 | 23,404,255 | 23,404,255 | ||||||
Loan for collateral value ratio percentage | 50.00% | 50.00% | 50.00% | ||||||
Hankey Capital LLC [Member] | All Outstanding Notes [Member] | |||||||||
Interest payable related party | $ 1,502,449 | $ 1,251,626 | $ 253,551 | ||||||
Hankey Capital LLC [Member] | Minimum [Member] | Third Convertible Secured Term Note and Warrants [Member] | |||||||||
Debt instrument interest rate | 8.50% | ||||||||
Hankey Capital LLC [Member] | Minimum [Member] | First Credit Facility Convertible Secured Term Note [Member] | |||||||||
Debt instrument interest rate | 8.50% | ||||||||
Hankey Capital LLC [Member] | Minimum [Member] | Second Credit Facility Convertible Secured Term Note [Member] | |||||||||
Debt instrument interest rate | 8.50% | ||||||||
Hankey Capital LLC [Member] | Prime Rate Plus [Member] | Third Convertible Secured Term Note and Warrants [Member] | |||||||||
Debt instrument interest rate | 4.00% | ||||||||
Hankey Capital LLC [Member] | Prime Rate Plus [Member] | First Credit Facility Convertible Secured Term Note [Member] | |||||||||
Debt instrument interest rate | 4.00% | ||||||||
Hankey Capital LLC [Member] | Prime Rate Plus [Member] | Second Credit Facility Convertible Secured Term Note [Member] | |||||||||
Debt instrument interest rate | 4.00% | ||||||||
First and Second Secured Convertible Notes and Warrants [Member] | Hankey Capital LLC [Member] | |||||||||
Convertible promissory note amount | $ 7,000,000 | $ 7,000,000 | |||||||
Debt maturity date | Dec. 31, 2021 | Dec. 31, 2021 | |||||||
Debt instrument conversion price per share | $ 1 | $ 1 | |||||||
Warrant to purchase shares of common stock | 585,443 | 585,443 | |||||||
Warrant exercise price | $ 15.80 | $ 15.80 | |||||||
Warrant maturity | 5 years | 5 years | |||||||
Loan commitment fee amount | $ 210,000 | $ 210,000 | |||||||
Percentage of commitment fee paid | 3.00% | 3.00% | |||||||
Offering costs | $ 594,550 | $ 594,550 | |||||||
Debt discount amortization | $ 2,891,409 | ||||||||
Secured debt | $ 886,975 | $ 886,975 | |||||||
First and Second Secured Convertible Notes and Warrants [Member] | Hankey Capital LLC [Member] | Minimum [Member] | |||||||||
Debt instrument interest rate | 8.50% | 8.50% | |||||||
First and Second Secured Convertible Notes and Warrants [Member] | Hankey Capital LLC [Member] | Prime Rate Plus [Member] | |||||||||
Debt instrument interest rate | 4.00% | 4.00% |
Notes Payable - Related Party -
Notes Payable - Related Party - Schedule of Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Secured Convertible Note | $ 11,921,936 | $ 11,712,179 | |
First Secured Convertible Note [Member] | |||
Issue Date | Oct. 24, 2014 | Oct. 24, 2014 | |
Maturity Date | Dec. 31, 2021 | Dec. 31, 2021 | |
Interest Rate | 8.50% | 8.50% | 8.50% |
Secured Convertible Note | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 |
Second Secured Convertible Note [Member] | |||
Issue Date | May 4, 2015 | May 4, 2015 | |
Maturity Date | Dec. 31, 2021 | Dec. 31, 2021 | |
Interest Rate | 8.50% | 8.50% | 8.50% |
Secured Convertible Note | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 |
Third Secured Convertible Note [Member] | |||
Issue Date | Feb. 24, 2016 | Feb. 24, 2016 | |
Maturity Date | Dec. 31, 2021 | Dec. 31, 2021 | |
Interest Rate | 8.50% | 8.50% | 8.50% |
Secured Convertible Note | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 |
First Credit Facility [Member] | |||
Issue Date | Jul. 24, 2018 | Jul. 24, 2018 | |
Maturity Date | Dec. 31, 2021 | Dec. 31, 2021 | |
Interest Rate | 8.50% | 8.50% | 8.50% |
Secured Convertible Note | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 |
Second Credit Facility [Member] | |||
Issue Date | Sep. 19, 2019 | Sep. 19, 2019 | |
Maturity Date | Dec. 31, 2021 | Dec. 31, 2021 | |
Interest Rate | 8.50% | 8.50% | 8.50% |
Secured Convertible Note | $ 921,936 | $ 712,179 | $ 320,000 |
Notes Payable - Related Party_4
Notes Payable - Related Party - Schedule of Notes Payable (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Secured Convertible Note | $ 11,921,936 | $ 11,712,179 | |
Net Notes payable | $ 11,712,179 | $ 11,320,000 | |
First Secured Convertible Note [Member] | |||
Issue Date | Oct. 24, 2014 | Oct. 24, 2014 | |
Maturity Date | Dec. 31, 2021 | Dec. 31, 2021 | |
Interest Rate | 8.50% | 8.50% | 8.50% |
Secured Convertible Note | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 |
Second Secured Convertible Note [Member] | |||
Issue Date | May 4, 2015 | May 4, 2015 | |
Maturity Date | Dec. 31, 2021 | Dec. 31, 2021 | |
Interest Rate | 8.50% | 8.50% | 8.50% |
Secured Convertible Note | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 |
Third Secured Convertible Note [Member] | |||
Issue Date | Feb. 24, 2016 | Feb. 24, 2016 | |
Maturity Date | Dec. 31, 2021 | Dec. 31, 2021 | |
Interest Rate | 8.50% | 8.50% | 8.50% |
Secured Convertible Note | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 |
First Credit Facility [Member] | |||
Issue Date | Jul. 24, 2018 | Jul. 24, 2018 | |
Maturity Date | Dec. 31, 2021 | Dec. 31, 2021 | |
Interest Rate | 8.50% | 8.50% | 8.50% |
Secured Convertible Note | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 |
Second Credit Facility [Member] | |||
Issue Date | Sep. 19, 2019 | Sep. 19, 2019 | |
Maturity Date | Dec. 31, 2021 | Dec. 31, 2021 | |
Interest Rate | 8.50% | 8.50% | 8.50% |
Secured Convertible Note | $ 921,936 | $ 712,179 | $ 320,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 30,682,590 | 30,682,590 | 30,682,590 |
Number of warrants exercised | |||
Number of warrants expired | 146,342 | 282,533 | 332,962 |
Warrants [Member] | |||
Number of warrants exercised | |||
Number of warrants expired | 146,342 | 282,533 | 332,962 |
Intrinsic value of outstanding warrants | $ 0 | $ 0 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details Narrative) (10-K) - USD ($) | Aug. 01, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |
Preferred stock, shares issued | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock, shares outstanding | 30,682,590 | 30,682,590 | 30,682,590 | |
Number of shares of common stock issued as collateral | 4,255,319 | |||
Number of warrants exercised | ||||
Number of warrants expired | 146,342 | 282,533 | 332,962 | |
Warrants [Member] | ||||
Number of warrants exercised | ||||
Number of warrants expired | 146,342 | 282,533 | 332,962 | |
Intrinsic value of outstanding warrants | $ 0 | $ 0 | ||
Chief Financial Officer [Member] | ||||
Number of shares of cancelled common shares | 21,610 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Warrant Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Number of Warrants Outstanding, Beginning balance | 229,601 | 512,134 | 845,096 |
Number of Warrants, Granted | |||
Number of Warrants, Forfeited/Expired | (146,342) | (282,533) | (332,962) |
Number of Warrants, Exercised | |||
Number of Warrants Outstanding, Ending balance | 83,259 | 229,601 | 512,134 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 5.95 | $ 4.94 | $ 15.17 |
Weighted Average Exercise Price, Granted | |||
Weighted Average Exercise Price, Forfeited/Expired | |||
Weighted Average Exercise Price, Exercised | 9.74 | ||
Weighted Average Exercise Price, Outstanding, Ending | $ 14.65 | $ 5.95 | $ 4.94 |
Weighted Average Life (Years), Outstanding, Beginning | 4 months 2 days | 1 year 4 months 24 days | 2 years 2 months 23 days |
Weighted Average Life (Years), Outstanding. Ending | 5 months 5 days | 4 months 2 days | 1 year 4 months 24 days |
Stockholders' Deficit - Sched_2
Stockholders' Deficit - Schedule of Warrant Activity (Details) (10-K) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Number of Warrants Outstanding, Beginning balance | 229,601 | 512,134 | 845,096 |
Number of Warrants, Granted | |||
Number of Warrants, Forfeited/Expired | (146,342) | (282,533) | (332,962) |
Number of Warrants, Exercised | |||
Number of Warrants Outstanding, Ending balance | 83,259 | 229,601 | 512,134 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 5.95 | $ 4.94 | $ 15.17 |
Weighted Average Exercise Price, Granted | |||
Weighted Average Exercise Price, Forfeited/Expired | |||
Weighted Average Exercise Price, Exercised | 9.74 | ||
Weighted Average Exercise Price, Outstanding, Ending | $ 14.65 | $ 5.95 | $ 4.94 |
Weighted Average Life (Years), Outstanding, Beginning | 4 months 2 days | 1 year 4 months 24 days | 2 years 2 months 23 days |
Weighted Average Life (Years), Exercised | 2 years 7 months 21 days | ||
Weighted Average Life (Years), Outstanding. Ending | 5 months 5 days | 4 months 2 days | 1 year 4 months 24 days |
Stockholders' Deficit - Sched_3
Stockholders' Deficit - Schedule of Outstanding Vested and Unexercised Common Stock Warrants (Details) - Vested and Unexercised Common Stock Warrants [Member] | Mar. 31, 2021$ / sharesshares |
Number of Warrants | 83,259 |
September 2014 [Member] | |
Exercise Price | $ / shares | $ 16.20 |
Number of Warrants | 62,500 |
Expiration Date | Aug. 31, 2021 |
September 2014 [Member] | |
Exercise Price | $ / shares | $ 10 |
Number of Warrants | 11,800 |
Expiration Date | Sep. 18, 2021 |
September 2014 [Member] | |
Exercise Price | $ / shares | $ 10 |
Number of Warrants | 8,959 |
Expiration Date | Sep. 29, 2021 |
Stockholders' Deficit - Sched_4
Stockholders' Deficit - Schedule of Outstanding Vested and Unexercised Common Stock Warrants (Details) (10-K) - $ / shares | 12 Months Ended | |||
Dec. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Warrants | 229,601 | 83,259 | 512,134 | 845,096 |
Vested and Unexercised Common Stock Warrants [Member] | ||||
Number of Warrants | 229,601 | |||
September 2014 [Member] | Vested and Unexercised Common Stock Warrants [Member] | ||||
Exercise Price | $ 16.20 | |||
Number of Warrants | 62,500 | |||
Expiration Date | Aug. 31, 2021 | |||
September 2014 [Member] | Vested and Unexercised Common Stock Warrants [Member] | ||||
Exercise Price | $ 10 | |||
Number of Warrants | 11,800 | |||
Expiration Date | Sep. 18, 2021 | |||
September 2014 [Member] | Vested and Unexercised Common Stock Warrants [Member] | ||||
Exercise Price | $ 10 | |||
Number of Warrants | 8,959 | |||
Expiration Date | Sep. 29, 2021 | |||
February 2016 [Member] | Vested and Unexercised Common Stock Warrants [Member] | ||||
Exercise Price | $ 20.50 | |||
Number of Warrants | 146,342 | |||
Expiration Date | Feb. 23, 2021 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - 2015 Equity Incentive Plan [Member] - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Shares authorized and reserved for issuance | 1,400,000 | 1,400,000 |
Percentage of stock issued and outstanding | 5.00% | 5.00% |
Stock-based Compensation (Det_2
Stock-based Compensation (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of options exercised | |||
Number of options, granted | 54,909 | ||
Fair value of stock option | $ 50,000 | ||
Stock-based compensation expense | 49,692 | ||
Options issued to consultants | $ 101,419 | ||
Number of options cancelled/forfeited | 332,512 | ||
2015 Equity Incentive Plan [Member] | |||
Shares authorized and reserved for issuance | 1,400,000 | 1,400,000 | |
Percentage of stock issued and outstanding | 5.00% | 5.00% |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Number of Options Outstanding, Beginning balance | 566,045 | 566,045 | 843,648 |
Number of Options, Granted | 54,909 | ||
Number of Options, Forfeited/Expired | (85,342) | ||
Number of Options, Exercised | |||
Number of Options Outstanding, Ending balance | 480,703 | 566,045 | 566,045 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 14.80 | $ 16.43 | $ 16.41 |
Weighted Average Exercise Price, Granted | 19.70 | ||
Weighted Average Exercise Price, Forfeited/Expired | 16.19 | ||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Outstanding, Ending balance | $ 14.55 | $ 14.80 | $ 16.43 |
Weighted Average Life (Years), Outstanding, Beginning balance | 4 years 7 months 6 days | 6 years 6 months 21 days | 7 years 6 months 18 days |
Weighted Average Life (Years), Outstanding. Ending balance | 5 years 1 month 24 days | 4 years 7 months 6 days | 6 years 6 months 21 days |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ 4,373,120 | ||
Aggregate Intrinsic Value, Outstanding, Ending balance |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Stock Option Activity (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Number of Options Outstanding, Beginning balance | 566,045 | 566,045 | 843,648 |
Number of Options, Granted | 54,909 | ||
Number of Options, Forfeited | (332,512) | ||
Number of Options, Exercised | |||
Number of Options Outstanding, Ending balance | 480,703 | 566,045 | 566,045 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 14.80 | $ 16.43 | $ 16.41 |
Weighted Average Exercise Price, Granted | 19.70 | ||
Weighted Average Exercise Price, Forfeited | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Outstanding, Ending balance | $ 14.55 | $ 14.80 | $ 16.43 |
Weighted Average Life (Years), Outstanding, Beginning balance | 4 years 7 months 6 days | 6 years 6 months 21 days | 7 years 6 months 18 days |
Weighted Average Life (Years), Granted | 10 years | ||
Weighted Average Life (Years), Outstanding. Ending balance | 5 years 1 month 24 days | 4 years 7 months 6 days | 6 years 6 months 21 days |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ 4,373,120 | ||
Aggregate Intrinsic Value, Outstanding, Ending balance |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of Outstanding Stock Options (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Options | 480,703 | 566,045 |
August 2015 [Member] | ||
Exercise price | $ 15.90 | $ 15.90 |
Number of Options | 104,060 | 104,060 |
Expiration date | Dec. 27, 2025 | Dec. 27, 2025 |
September 2015 [Member] | ||
Exercise price | $ 15.90 | $ 15.90 |
Number of Options | 20,000 | 20,000 |
Expiration date | Dec. 27, 2025 | Dec. 27, 2025 |
November 2015 [Member] | ||
Exercise price | $ 15.90 | $ 15.90 |
Number of Options | 122,464 | 122,464 |
Expiration date | Dec. 27, 2025 | Dec. 27, 2025 |
December 2015 [Member] | ||
Exercise price | $ 15.90 | $ 15.90 |
Number of Options | 5,569 | 27,204 |
Expiration date | Dec. 27, 2025 | Dec. 27, 2025 |
January 2016 [Member] | ||
Exercise price | $ 15.90 | $ 15.90 |
Number of Options | 127,581 | 127,581 |
Expiration date | Jan. 9, 2026 | Jan. 9, 2026 |
May 2016 [Member] | ||
Exercise price | $ 20.50 | $ 20.50 |
Number of Options | 26,915 | 26,915 |
Expiration date | May 26, 2026 | May 26, 2026 |
September 2016 [Member] | ||
Exercise price | $ 20.50 | $ 20.50 |
Number of Options | 9,933 | 9,933 |
Expiration date | May 31, 2026 | May 31, 2026 |
January 2017 [Member] | ||
Exercise price | $ 20.50 | $ 20.50 |
Number of Options | 5,356 | 5,356 |
Expiration date | Jan. 1, 2027 | Jan. 1, 2027 |
January 2018 [Member] | ||
Exercise price | $ 19.70 | |
Number of Options | 3,916 | |
Expiration date | Jan. 1, 2028 | |
January 2019 [Member] | ||
Exercise price | $ 0.94 | $ 19.70 |
Number of Options | 54,909 | 3,916 |
Expiration date | Jan. 1, 2029 | Jan. 1, 2028 |
Stock-based Compensation - Sc_4
Stock-based Compensation - Schedule of Outstanding Stock Options (Details) (10-K) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Options | 480,703 | 566,045 |
September 2014 [Member] | ||
Exercise price | $ 15.90 | |
Number of Options | 58,307 | |
Expiration date | Dec. 27, 2025 | |
August 2015 [Member] | ||
Exercise price | $ 15.90 | $ 15.90 |
Number of Options | 104,060 | 104,060 |
Expiration date | Dec. 27, 2025 | Dec. 27, 2025 |
September 2015 [Member] | ||
Exercise price | $ 15.90 | $ 15.90 |
Number of Options | 20,000 | 20,000 |
Expiration date | Dec. 27, 2025 | Dec. 27, 2025 |
November 2015 [Member] | ||
Exercise price | $ 15.90 | $ 15.90 |
Number of Options | 122,464 | 122,464 |
Expiration date | Dec. 27, 2025 | Dec. 27, 2025 |
December 2015 [Member] | ||
Exercise price | $ 15.90 | $ 15.90 |
Number of Options | 5,569 | 27,204 |
Expiration date | Dec. 27, 2025 | Dec. 27, 2025 |
January 2016 [Member] | ||
Exercise price | $ 15.90 | $ 15.90 |
Number of Options | 127,581 | 127,581 |
Expiration date | Jan. 9, 2026 | Jan. 9, 2026 |
March 2016 [Member] | ||
Exercise price | $ 20.50 | |
Number of Options | 5,400 | |
Expiration date | Feb. 24, 2021 | |
May 2016 [Member] | ||
Exercise price | $ 20.50 | $ 20.50 |
Number of Options | 26,915 | 26,915 |
Expiration date | May 26, 2026 | May 26, 2026 |
September 2016 [Member] | ||
Exercise price | $ 20.50 | $ 20.50 |
Number of Options | 9,933 | 9,933 |
Expiration date | May 31, 2026 | May 31, 2026 |
January 2017 [Member] | ||
Exercise price | $ 20.50 | $ 20.50 |
Number of Options | 5,356 | 5,356 |
Expiration date | Jan. 1, 2027 | Jan. 1, 2027 |
January 2019 [Member] | ||
Exercise price | $ 0.94 | $ 19.70 |
Number of Options | 54,909 | 3,916 |
Expiration date | Jan. 1, 2029 | Jan. 1, 2028 |
January 2020 [Member] | ||
Exercise price | $ 0.94 | |
Number of Options | 54,909 | |
Expiration date | Jan. 1, 2029 |
Stock-based Compensation - Sc_5
Stock-based Compensation - Schedule of Assumptions Using Black-Scholes Option Pricing Model (Details) (10-K) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Risk free interest rate | 2.554% | |
Expected life (in years) | 0 years | 6 years 2 months 27 days |
Expected Volatility | 169.87% | |
Expected dividend yield | 0.00% | 0.00% |
Stock-based Compensation - Sc_6
Stock-based Compensation - Schedule of Non-vested Options (Details) (10-K) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Non-vested Options, Granted | 54,909 | ||
Non-vested Options [Member] | |||
Number of Non-vested Options, Beginning Balance | |||
Number of Non-vested Options, Granted | |||
Number of Non-vested Options, Forfeited | |||
Number of Non-vested Options, Vested | |||
Number of Non-vested Options, Ending Balance | |||
Number of Non-vested Options, Exercisable | 566,045 | ||
Number of Non-vested Options, Outstanding | 566,045 | ||
Weighted Average Fair Value at Grant Date, Beginning Balance | |||
Weighted Average Fair Value at Grant Date, Granted | |||
Weighted Average Fair Value at Grant Date, Forfeited | |||
Weighted Average Fair Value at Grant Date, Vested | |||
Weighted Average Fair Value at Grant Date, Ending Balance | |||
Weighted Average Fair Value at Grant Date, Exercisable | 13.91 | ||
Weighted Average Fair Value at Grant Date, Outstanding | $ 13.91 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 29,860,000 | $ 31,254,000 |
Net operating loss carryforwards expiration, description | Expire in 2020 | |
Deferred tax assets valuation allowance | $ 18,348,000 | $ 17,820,000 |
Deferred tax asset changes in valuation allowance | $ 528,000 | |
Effective tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Current, Federal | ||||
Current, State | 1,600 | 1,603 | ||
Total current | 1,600 | 1,603 | ||
Deferred, Federal | ||||
Deferred, State | ||||
Total deferred | ||||
Provision for income taxes | $ 1,600 | $ 1,600 | $ 1,603 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (10-K) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, Net operating losses | $ 8,749,000 | $ 8,242,000 |
Deferred tax assets, Accrued expenses | 693,000 | 693,000 |
Deferred tax assets, R&D credits | 619,000 | 598,000 |
Deferred tax assets, Stock compensation | 8,287,000 | 8,287,000 |
Total | 18,348,000 | 17,820,000 |
Less: Valuation allowance | (18,348,000) | (17,820,000) |
Deferred tax assets |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Effective Tax Rate (Details) (10-K) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 6.90% | 6.30% |
Nondeductible permanent items | (0.20%) | (0.40%) |
Deferred tax rate change | 0.00% | (2.10%) |
Research and development credit | 1.20% | 1.90% |
Change in valuation allowance | (28.90%) | (26.70%) |
Income tax provision | 0.00% | 0.00% |
Deferred Compensation (Details
Deferred Compensation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred compensation | $ 267,500 | $ 252,500 | $ 192,500 |
October 2016 Note Purchase Agreement [Member] | |||
Percentage of earned deferred compensation | 20.00% | 20.00% | |
October 2016 Note Purchase Agreement [Member] | Non-current Stockholders [Member] | |||
Percentage of earned deferred compensation | 20.00% | 20.00% | |
Cumulative funding to be received | $ 5,000,000 | $ 5,000,000 |
Deferred Compensation (Detail_2
Deferred Compensation (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred compensation | $ 267,500 | $ 252,500 | $ 192,500 |
October 2016 Note Purchase Agreement [Member] | |||
Percentage of earned deferred compensation | 20.00% | 20.00% | |
October 2016 Note Purchase Agreement [Member] | Non-current Stockholders [Member] | |||
Percentage of earned deferred compensation | 20.00% | 20.00% | |
Cumulative funding to be received | $ 5,000,000 | $ 5,000,000 | |
Separation Agreement [Member] | |||
Deferred compensation forfeited and written off | $ 379,167 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
UCLA TDG [Member] | ||||
License commitment fee | $ 500,000 | $ 500,000 | ||
Percentage of amount raised in private placement | 2.00% | 2.00% | ||
License Agreement [Member] | ||||
Payment of UCLA TDG annual maintenance fee | $ 10,000 | $ 10,000 | ||
Percentage of commercial sale of the licensed product equal to net sales | 3.00% | 3.00% | ||
License Agreement [Member] | UCLA TDG [Member] | ||||
License commitment fee | $ 45,500 | $ 0 | $ 102,293 | $ 224,053 |
License Agreement [Member] | UCLA TDG [Member] | First Subject in Feasibility Study [Member] | ||||
License commitment fee | 100,000 | 100,000 | ||
License Agreement [Member] | UCLA TDG [Member] | First Subject in Pivotal Study [Member] | ||||
License commitment fee | 250,000 | 250,000 | ||
License Agreement [Member] | UCLA TDG [Member] | Pre-Market Approval of Licensed Product or Licensed Method [Member] | ||||
License commitment fee | 500,000 | 500,000 | ||
License Agreement [Member] | UCLA TDG [Member] | First Commercial Sale of Licensed Product or Licensed Method [Member] | ||||
License commitment fee | $ 1,000,000 | $ 1,000,000 | ||
License Agreement [Member] | UCLA TDG [Member] | Minimum [Member] | ||||
Percentage of commercial sale of the licensed product equal to net sales | 10.00% | 10.00% | ||
License Agreement [Member] | UCLA TDG [Member] | Maximum [Member] | ||||
Percentage of commercial sale of the licensed product equal to net sales | 20.00% | 20.00% | ||
License Agreement [Member] | Third Party [Member] | ||||
Reduced royalty percentage | 0.333% | 0.333% | ||
License Agreement [Member] | First Commercial Sale [Member] | ||||
Annual minimum royalty for life of the patent rights | $ 50,000 | $ 50,000 | ||
License Agreement [Member] | After First Commercial Sale [Member] | ||||
Annual minimum royalty for life of the patent rights | $ 250,000 | $ 250,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
UCLA TDG [Member] | ||||
License commitment fee | $ 500,000 | $ 500,000 | ||
Percentage of amount raised in private placement | 2.00% | 2.00% | ||
License Agreement [Member] | ||||
Payment of UCLA TDG annual maintenance fee | $ 10,000 | $ 10,000 | ||
Percentage of commercial sale of the licensed product equal to net sales | 3.00% | 3.00% | ||
License Agreement [Member] | UCLA TDG [Member] | ||||
License commitment fee | $ 45,500 | $ 0 | $ 102,293 | $ 224,053 |
License Agreement [Member] | UCLA TDG [Member] | First Subject in Feasibility Study [Member] | ||||
License commitment fee | 100,000 | 100,000 | ||
License Agreement [Member] | UCLA TDG [Member] | First Subject in Pivotal Study [Member] | ||||
License commitment fee | 250,000 | 250,000 | ||
License Agreement [Member] | UCLA TDG [Member] | Pre-Market Approval of Licensed Product or Licensed Method [Member] | ||||
License commitment fee | 500,000 | 500,000 | ||
License Agreement [Member] | UCLA TDG [Member] | First Commercial Sale of Licensed Product or Licensed Method [Member] | ||||
License commitment fee | $ 1,000,000 | $ 1,000,000 | ||
License Agreement [Member] | UCLA TDG [Member] | Minimum [Member] | ||||
Percentage of commercial sale of the licensed product equal to net sales | 10.00% | 10.00% | ||
License Agreement [Member] | UCLA TDG [Member] | Maximum [Member] | ||||
Percentage of commercial sale of the licensed product equal to net sales | 20.00% | 20.00% | ||
License Agreement [Member] | Third Party [Member] | ||||
Reduced royalty percentage | 0.333% | 0.333% | ||
License Agreement [Member] | First Commercial Sale [Member] | ||||
Annual minimum royalty for life of the patent rights | $ 50,000 | $ 50,000 | ||
License Agreement [Member] | After First Commercial Sale [Member] | ||||
Annual minimum royalty for life of the patent rights | $ 250,000 | $ 250,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Jun. 11, 2021 | Jun. 07, 2021 | Jun. 02, 2021 |
Second Credit Facility [Member] | |||
Proceeds from line of credit | $ 178,064 | ||
Third Credit Facility [Member] | |||
Proceeds from line of credit | $ 273,167 | ||
Board of Directors [Member] | |||
Reverse stock split | 1-for-2.5 reverse split of our outstanding shares of common stock | ||
Hankey Capital [Member] | Note Purchase Agreement [Member] | |||
Proceeds from line of credit | $ 700,000 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) | Dec. 31, 2020USD ($) |
Second Credit Facility [Member] | |
Line of credit | $ 75,697 |