Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 31, 2020 | Jun. 28, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Boston Therapeutics, Inc. | ||
Entity Central Index Key | 0001473579 | ||
Amendment Flag | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 111,131,373 | ||
Entity Public Float | $ 3,580,585 | ||
Entity Filer Number | 000-54586 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 6,701 | $ 12,467 |
Accounts receivable | 384 | |
Prepaid expenses and other current assets | 12,662 | 908,091 |
Inventory, net | 3,909 | 1,013 |
Total current assets | 23,272 | 921,955 |
Property and equipment, net | 509 | 2,132 |
Intangible assets, net | 515,212 | |
Total assets | 23,781 | 1,439,299 |
Current liabilities: | ||
Accounts payable | 458,175 | 509,818 |
Accounts payable - related party | 152,302 | |
Accrued expenses and other current liabilities | 1,361,194 | 1,160,643 |
Accrued expenses - related party | 1,097,974 | |
Deferred revenue - related party | 104,782 | 104,782 |
Convertible note payable - related party, net of discount, current portion - in default | 1,402,000 | 1,371,668 |
Convertible notes payable, current portion - in default | 250,000 | 250,000 |
Notes payable - related parties, current portion - portions in default | 1,948,429 | 758,257 |
Note payable marketing agreement | 450,000 | 450,000 |
Derivative liability, current portion | 9,451 | 54,242 |
Warrant liability | 461,744 | |
Total current liabilities | 7,696,051 | 4,659,410 |
Warrant liability | 925,806 | |
Total liabilities | 7,696,051 | 5,585,216 |
COMMITMENTS AND CONTINGENCIES (See Note 14) | ||
Stockholders' deficit: | ||
Preferred stock value | ||
Common stock, $0.001 par value, 2,000,000,000 shares authorized, 111,131,373 and 110,131,373 shares issued and outstanding at December 31, 2019 and 2018, respectively | 111,131 | 110,131 |
Additional paid-in capital | 19,322,864 | 19,156,138 |
Accumulated deficit | (27,106,348) | (23,412,269) |
Total stockholders' deficit | (7,672,270) | (4,145,917) |
Total liabilities and stockholders' deficit | 23,781 | 1,439,299 |
Series A preferred stock | ||
Stockholders' deficit: | ||
Preferred stock value | $ 83 | $ 83 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, issued | 111,131,373 | 110,131,373 |
Common stock, outstanding | 111,131,373 | 110,131,373 |
Series A Preferred stock | ||
Preferred stock, shares designated | 150,000 | 150,000 |
Preferred Stock, issued | 82,500 | 82,500 |
Preferred stock, outstanding | 82,500 | 82,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 16,329 | $ 31,723 |
Operating expenses: | ||
Direct expenses | 27,008 | 67,133 |
Research and development | 1,710,943 | 182,665 |
Sales and marketing | 791,232 | 77,166 |
General and administrative | 980,381 | 1,738,168 |
Impairment of goodwill | 1,246,002 | |
Impairment of intangibles | 367,181 | |
Total operating expenses | 3,876,745 | 3,311,134 |
Operating loss | (3,860,416) | (3,279,411) |
Other (expenses) income: | ||
Interest expense | (342,516) | (729,158) |
Financing costs | (78,534) | |
Gain (loss) on extinguishment of debt | 2,374 | |
Change in fair value of derivative liability | 44,791 | 83,287 |
Change in fair value of warrant liability | 464,062 | 400,225 |
Total other (expenses) income | 166,337 | (321,806) |
Loss before provision for income taxes | (3,694,079) | (3,601,217) |
Net loss | $ (3,694,079) | $ (3,601,217) |
Net loss per share- basic and diluted | $ (0.03) | $ (0.04) |
Weighted average shares outstanding basic and diluted | 111,076,124 | 102,498,023 |
Statement of Stockholders' Defi
Statement of Stockholders' Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 55 | $ 64,437 | $ 15,862,980 | $ (19,811,052) | $ (3,883,580) |
Balance, shares at Dec. 31, 2017 | 55,000 | 64,437,836 | |||
Stock based compensation | 175,076 | 175,076 | |||
Issuance of common stock in acquisition of CureDM Group Holdings LLC | $ 25,000 | 1,225,000 | 1,250,000 | ||
Issuance of common stock in acquisition of CureDM Group Holdings LLC (in shares) | 25,000,000 | ||||
Issuance of Series A Preferred Stock for cash | $ 28 | 274,972 | 275,000 | ||
Issuance of Series A Preferred Stock for cash, shares | 27,500 | ||||
Conversion of convertible note payable and accrued interest into common stock | $ 17,027 | 1,260,039 | 1,277,066 | ||
Conversion of convertible note payable and accrued interest into common stock (in shares) | 17,027,544 | ||||
Issuance of warrants to purchase capital stock in exchange for extension of note payable | 21,121 | 21,121 | |||
Issuance of common stock in exchange for consulting services | $ 3,667 | 326,333 | 330,000 | ||
Issuance of common stock in exchange for consulting services (in shares) | 3,666,666 | ||||
Reclassification of derivative liability | 10,617 | 10,617 | |||
Net loss | (3,601,217) | (3,601,217) | |||
Balance at Dec. 31, 2018 | $ 83 | $ 110,131 | 19,156,138 | (23,412,269) | (4,145,917) |
Balance, shares at Dec. 31, 2018 | 82,500 | 110,131,373 | |||
Stock based compensation | 144,826 | 144,826 | |||
Issuance of common stock in exchange for consulting services | $ 1,000 | 21,900 | 22,900 | ||
Issuance of common stock in exchange for consulting services (in shares) | 1,000,000 | ||||
Net loss | (3,694,079) | (3,694,079) | |||
Balance at Dec. 31, 2019 | $ 83 | $ 111,131 | $ 19,322,864 | $ (27,106,348) | $ (7,672,270) |
Balance, shares at Dec. 31, 2019 | 82,500 | 111,131,373 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net (Loss) | $ (3,694,079) | $ (3,601,217) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 149,654 | 159,902 |
Impairment of goodwill | 1,246,002 | |
Impairment of intangibles | 367,181 | |
Stock-based compensation | 144,826 | 175,076 |
Issuance of common stock and common stock warrants for consulting services | 22,900 | 330,000 |
(Gain)/loss on extinguishment of debt | (2,374) | |
Change in fair value of warrant liabilities | (464,062) | (400,225) |
Change in fair value of derivative liabilities | (44,791) | (83,287) |
Provision for inventory obsolescence | 31,752 | |
Amortization of debt discount and deferred finance cost | 30,332 | 624,608 |
Warrants issued for extension of debt | 21,121 | |
Changes in operating assets and liabilities | ||
Accounts receivable | 384 | 204 |
Inventory | (2,896) | 5,776 |
Prepaid expenses and other current assets | 895,429 | (243,552) |
Accounts payable | (51,643) | 46,354 |
Accrued expenses | 200,551 | 806,019 |
Accounts payable - related party | 152,302 | |
Accrued expenses - related party | 1,097,974 | |
Net cash (used in) operating activities | (1,195,938) | (883,841) |
Cash flows from investing activities | ||
Cash acquired through CureDM purchase | 3,592 | |
Net cash provided by (used in) investing activities | 3,592 | |
Cash flows from financing activities | ||
Proceeds from issuance of notes payable to related parties | 1,190,172 | 480,437 |
Proceeds from issuance of preferred stock | 275,000 | |
Net cash provided by financing activities | 1,190,172 | 755,437 |
Net decrease in cash | (5,766) | (124,812) |
Cash, beginning of year | 12,467 | 137,279 |
Cash, end of year | 6,701 | 12,467 |
Cash paid during the year for: | ||
Interest | ||
Income taxes | ||
Non-cash financing activities: | ||
Issuance of common stock for the acquisition of CureDM Groups Holdings LLC | 1,250,000 | |
Issuance of note payable for marketing services | 450,000 | |
Conversion of convertible notes payable plus accrued interest into common stock | 1,277,066 | |
Derivative liabilities associated with issuance of preferred stock | 226,833 | |
Derivative liability associated with convertible note payable | $ 10,617 |
General Organization and Busine
General Organization and Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL ORGANIZATION AND BUSINESS | 1. Boston Therapeutics, Inc. (the "Company") was formed as a Delaware corporation on August 24, 2009 under the name Avanyx Therapeutics, Inc. On November 10, 2010, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Boston Therapeutics, Inc., a New Hampshire corporation ("BTI") providing for the merger of BTI into the Company with the Company being the surviving entity (the "Merger"), the issuance by the Company of 4,000,000 shares of common stock to the stockholders of BTI in exchange for 100% of the outstanding common stock of BTI, and the change of the Company's name to Boston Therapeutics, Inc. On February 12, 2018, the Company acquired CureDM Group Holdings LLC ("CureDM"), for 47,741,140 shares of common stock of which 25,000,000 were delivered at closing and 22,741,140 were to be delivered in four equal tranches of 5,685,285 each upon the achievement of specific milestones. See Notes 3 and 14. The Company's primary business is the development, manufacture and commercialization of therapeutic drugs with a focus on complex carbohydrate chemistry to address unmet medical needs in diabetes and inflammatory diseases. We have brought one product, SUGARDOWN®, to market and have begun to make initial sales. We are currently focused on the development of two additional drug products: BTI-320, a non-systemic, non-toxic, tablet for reduction of post-meal blood glucose in people living with diabetes that is fully developed, and IPOXYN, an injectable anti-necrosis, anti-hypoxia drug that we are currently developing. Due to the lack of adequate funding, the Company has not done any work with respect to IPOXYN to date. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited cash resources, recurring cash used in operations and operating losses history. As shown in the accompanying consolidated financial statements, the Company has an accumulated deficit of approximately $27.1 million as of December 31, 2019 and used cash in operations of $1,195,938 during the year ended December 31, 2019. These factors among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company has incurred recurring operating losses since inception as it has worked to bring its SUGARDOWN ® ® There can be no assurance that we will be successful in accomplishing our objectives. Without such additional capital, we may be required to cease operations. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Practices | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES Basis of Presentation The financial statements have been prepared in conformity with accounting principles generally accepting in the United States of America ("US GAAP"). Principles of Consolidation The consolidated financial statements include the Company and its wholly owned subsidiary, CureDM, from the date of acquisition. All significant intercompany transactions are eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less at the time of acquisition to be cash equivalents. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation. The Company had no cash equivalents at December 31, 2019 and December 31, 2018. Revenue Recognition For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606 ("ASC 606"). A five-step analysis must be met as outlined in ASC 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. The Company generates revenues from sales of SUGARDOWN®. In practice, the Company has not experienced or granted significant returns of product. Shipping fees charged to customers are included in revenue and shipping costs are included in costs of sales. The Company generates revenue from royalties pursuant to a licensing and manufacturing agreement with Advance Pharmaceutical Company Limited ("APC"), whereby the licensee sells and distributes territory licensed products, excluding those manufactured and supplied by the Company in the territory. APC is a related party as a director and significant stockholder of the Company is an owner and director of APC. The Company did not recognize any revenue from royalties from APC during the years ended December 31, 2019 and 2018 respectively. Accounts Receivable Accounts receivable is stated at the amount management expects to collect from outstanding balances. Management establishes a reserve for doubtful accounts based on its assessment of the current status of individual accounts. Balances that remain outstanding after management has used reasonable collection efforts are written off against the allowance. There were no allowances for doubtful accounts as of December 31, 2019 and December 31, 2018. Inventory Inventory consists of raw materials, work-in-process and finished goods of SUGARDOWN®. Inventories are stated at the lower of cost (weighted average cost method) or market, not in excess of net realizable value. The Company adjusts the carrying value of its inventory for excess and obsolete inventory. The Company continues to monitor the valuation of its inventory. Property and Equipment Property and equipment is depreciated using the straight-line method over the following estimated useful lives: Asset Category Estimated Useful Life Office Furniture and Equipment 5 years Computer Equipment and Software 3 years The Company begins to depreciate assets when they are placed in service. The costs of repairs and maintenance are expensed as incurred; major renewals and betterments are capitalized. Upon sale or retirement, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the statement of operations. For the years ended December 31, 2019 and 2018, the Company recorded depreciation expense of $1,623 and $1,706, respectively. Intangible Assets Intangible assets consist of identifiable finite-lived assets acquired in business acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and are amortized over their economic useful lives on a straight line basis. Goodwill The Company follows the guidance of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350, Goodwill and Other Intangible Assets As the Company operates its business in one operating segment and one reporting unit, the Company's goodwill is assessed at the Company level for impairment in the fourth quarter of each year or more frequently if events or changes in circumstances indicate that impairment may exist. The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step impairment test. If the Company's qualitative assessment reveals that goodwill impairment is more likely than not, the Company performs the two-step impairment test. Alternatively, the Company may bypass the qualitative test and initiate goodwill impairment testing with the first step of the two-step goodwill impairment test. During the first step of the goodwill impairment test, the Company compares the fair value of the reporting unit to its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, then the Company concludes that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, the Company performs the second step of the goodwill impairment test to measure possible goodwill impairment loss. If the carrying value of the reporting unit's goodwill exceeds its implied fair value, then we would record an impairment loss equal to the difference. The Company performed its impairment review of goodwill for the year ended December 31, 2018 and concluded that goodwill was impaired at December 31, 2018. The company recorded impairment of goodwill in the amount of $1,246,002 for the year ended December 31, 2018. No goodwill exists at December 31, 2019. Impairment of Long-lived Assets The Company reviews long-lived assets, which include the Company's intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Future undiscounted cash flows of the underlying assets are compared to the assets' carrying values. Adjustments to fair value are made if the sum of expected future undiscounted cash flows is less than book value. To date, no adjustments for impairment have been made. The Company performed its impairment review of intangible assets for the year ended December 31, 2019 and concluded that intangibles were impaired at December 31, 2019. The Company recorded impairment of intangibles in the amount of $367,181 for the year ended December 31, 2019. Loss per Share Basic net loss per share is computed based on the net loss for the period divided by the weighted average actual shares outstanding during the period. Diluted net loss per share is computed based on the net loss for the period divided by the weighted average number of common shares and common equivalent shares outstanding during each period unless the effect of such common equivalent shares would be anti-dilutive. Common stock equivalents represent the dilutive effect of the assumed exercise of certain outstanding stock options using the treasury stock method. The weighted average number of common shares for the year ended December 31, 2019 did not include 9,184,000, 38,458,320, 39,131,347 and 8,250,000 for options, warrants and shares to be issued upon conversion of notes payable and Series A Preferred Stock, respectively, because of their anti-dilutive effect. The weighted average number of common shares for the year ended December 31, 2018 did not include 9,594,000, 38,999,990, 36,407,367 and 8,250,000 for options, warrants and shares to be issued upon conversion of notes payable and Series A Preferred Stock, respectively, because of their anti-dilutive effect. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the years ended December 31, 2019 and 2018. Advertising Costs Advertising costs are expensed as incurred and are reported as a component of operating expenses in the sales and marketing expenses in the statements of operations. The Company did not incur any advertising costs for either year ended December 31, 2019 and 2018, respectively. Research and Development Costs Research and development expenditures are charged to the statement of operations as incurred. Such costs include proprietary research and development activities, purchased research and development, and expenses associated with research and development contracts, whether performed by the Company or contracted with independent third parties. Fair Value of Financial Instruments Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company's financial instruments consist of cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and notes payable. The carrying value of cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses approximates fair value due to their short-term nature using level 3 inputs as defined above. The carrying value of the notes payable as of December 31, 2019 and 2018, evaluated using level 3 inputs defined above based on quoted market prices on rates available to the Company for debt with similar terms and maturities, approximates the fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are principally cash. The Company places its cash and cash equivalents in highly rated financial institutions. The Company maintains cash balances with financial institutions that occasionally exceed federally insured limits. The Company has not experienced any losses related to these balances, and management believes its credit risk to be minimal. Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable ASC 480-10. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company's control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company's free standing derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and of embedded conversion options with senior convertible debentures. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of December 31, 2019 and December 31, 2018 using the applicable classification criteria enumerated under ASC 815-Derivatives and Hedging. The Company determined that certain embedded conversion and/or exercise features do not contain fixed settlement provisions. The convertible debentures contain a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the debt and warrant derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. Stock-Based Compensation Stock–based compensation, including grants of employee and non-employee stock options and modifications to existing stock options, is recognized in the income statement based on the estimated fair value of the awards . The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The expected life of the awards is estimated based on the simplified method. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of our awards. The dividend yield assumption is based on history and expectation of paying no dividends. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense is recognized in the financial statements on a straight-line basis over the requisite service period, based on awards that are ultimately expected to vest. The Company grants stock options to non-employee consultants from time to time in exchange for services performed for the Company. Equity instruments granted to non- employees are subject to periodic revaluation over their vesting terms. In general, the options vest over the contractual period of the respective consulting arrangement and, therefore, the Company revalues the options periodically and records additional compensation expense related to these options over the remaining vesting period. Recent Accounting Pronouncements In February 2016, the FASB established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the 'package of practical expedients', which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The new standard did not have a material effect on the Company's consolidated Financial statements as the Company does not have any leases that meet the requirements for recognition. There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's financial position, results of operations or cash flows. |
Acquisition of Curedm
Acquisition of Curedm | 12 Months Ended |
Dec. 31, 2019 | |
Acquisition Of Curedm [Abstract] | |
ACQUISITION OF CUREDM | 3. ACQUISITION OF CUREDM On February 12, 2018, the Company entered into a Contribution Agreement with the members of CureDM Group Holdings, LLC, a limited liability company ("CureDM Group"), all of which except five are accredited investors ("CureDM Group Members") pursuant to which the CureDM Group Members agreed to contribute 100% of the outstanding securities of CureDM Group in exchange for an aggregate of 47,741,140 shares of common stock of the Company (the "BTHE Contribution Shares") of which 25,000,000 BTHE Contribution Shares were delivered at closing and 22,741,140 BTHE Contribution Shares (the "Milestone BTHE Shares") shall be delivered in four equal tranches of 5,685,285 BTHE Contribution Shares each upon the achievement of specific milestones (the "CureDM Group Contribution"). The closing of the CureDM Group Contribution occurred on February 12, 2018. A summary of consideration is as follows: 25,000,000 shares of the Company's common stock $ 1,250,000 22,741,140 contingency shares of the Company's common stock — Total consideration $ 1,250,000 The following summarizes the current estimates of fair value of assets acquired and liabilities assumed: Assets acquired: Cash $ 3,592 Property and equipment 273 Goodwill 1,176,220 Intangibles 234,122 Liabilities assumed: Accounts payable and accrued expenses (164,207 ) Net assets acquired $ 1,250,000 The Company expects the probability of the milestones for issuance of the contingent shares to be remote and therefore has placed no value on the shares as of December 31, 2019 or 2018. See Note 14. The purchase price allocation for the above acquisition is subject to further refinement as management completes its assessment of the valuation of certain assets and liabilities. The Company accounts for acquisitions in accordance with the provisions of ASC 805-10. The Company assigns to all identifiable assets acquired a portion of the cost of the acquired net assets equal to the estimated fair value of such assets at the date of acquisition. The Company records the excess of the cost of the acquired net assets over the sum of the amounts assigned to identifiable assets acquired as goodwill. The Company accounts for and reports acquired goodwill under Accounting Standards Codification subtopic 350-10, Intangibles-Goodwill and Other ("ASC 350-10"). In accordance with ASC 350-10, at least annually, the Company tests its intangible assets for impairment or more often if events and circumstances warrant. Any write-downs will be included in results from operations. Pro forma results The following table sets forth the unaudited pro forma results of the Company as if the acquisition of CureDM had taken place on the first day of the period presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the period presented. This pro forma financial information is based on historical results of operations, adjusted for the allocation of the purchase price and other acquisition accounting adjustments, and is not indicative of the results that may have been achieved had the companies been combined as of the first day of the period presented. For the year ended 2019 2018 Total revenues $ 16,329 $ 31,273 Net loss (2,371,177 ) (3,601,217 ) Basic and diluted net earnings per common share $ (0.02 ) $ (0.04 ) |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 4. INVENTORY Inventory consist of material, labor and manufacturing overhead and are recorded at the lower of cost, using the weighted average cost method, or net realizable value. The components of inventory at December 31, 2019 and 2018 net of inventory reserves, were as follows: 2019 2018 Raw materials $ — $ — Finished goods 3,909 1,013 Total $ 3,909 $ 1,013 The Company periodically reviews quantities of inventory on hand and compares these amounts to expected usage of each particular product or product line. The Company records, as a charge to cost of sales, any amounts required to reduce the carrying value to net realizable value. The Company recorded a charge to the provision for inventory obsolescence in the amount of $0 and $31,752 for the years ended December 31, 2019 and 2018, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 5. INTANGIBLE ASSETS The SUGARDOWN® technology and patent applications, which were obtained through the acquisition of BTI in 2010, are being amortized on a straight-line basis over their estimated useful lives of 14 years. Intangible assets consist of the following as of December 31: 2019 2018 SUGARDOWN® technology and patent applications $ 1,134,122 $ 1,134,122 Less accumulated amortization (1,134,122 ) (618,910 ) Intangible assets, net $ — $ 515,212 Amortization expense for each of the years ended December 31, 2019 and 2018 was $148,031 and $158,196, respectively. The Company performed its impairment review of intangible assets for the year ended December 31, 2019 and concluded that intangibles were impaired at December 31, 2019. The Company recorded impairment of intangibles in the amount of $367,181 for the year ended December 31, 2019. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table represents the major components of accrued expenses and other current liabilities at December 31, 2019 and 2018: 2019 2018 Accrued payroll $ 188,716 $ 188,716 Professional fees 137,545 95,018 Accrued consulting fees 739,447 263,600 Accrued executive compensation 340,000 120,000 Accrued accounting fees 150,000 30,000 Interest 768,797 456,613 Accrued expense reimbursement and other 134,663 6,696 Total $ 2,459,168 $ 1,160,643 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 7. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 "Fair Value Measurements and Disclosures" which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 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. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable based on an entity's own assumptions, as there is little, if any, related market activity (for example, cash flow modeling inputs based on assumptions) Financial liabilities as of December 31, 2019 and 2018 measured at fair value on a recurring basis are summarized below: December 31, Quoted Prices Significant Significant Derivative liability $ 9,451 $ — $ — $ 9,451 Warrant liability 461,744 — — 461,744 Total $ 471,195 $ — $ — $ 471,195 December 31, Quoted Prices Significant Significant Derivative liability $ 54,242 $ — $ — $ 54,242 Warrant liability 925,806 — — 925,806 Total $ 980,048 $ — $ — $ 980,048 The Company determined that certain conversion/exercise option related to a convertible note and issued warrants did not have fixed settlement provisions and are deemed to be derivative financial instruments, since the conversion/exercise prices was subject to reset adjustment should the Company issue any option to acquire the Company's common stock lower than the conversion /exercise price. Accordingly, the Company was required to record such conversion/exercise options as a liability and mark such derivative to fair value each reporting period. Such instrument was classified within Level 3 of the valuation hierarchy. The fair value of the conversion/exercise options were calculated using a binomial lattice formula with the following weighted average assumptions during the years ended December 31, 2018. No options were converted or exercised during the year ended December 31, 2019. Conversion option: December 31, 2018 Common Stock Closing Price $ 0.03 Conversion Price per Share $ 0.075 to 0.10 Conversion Shares 5,333,333 Call Option Value 0.013 to 0.055 Dividend Yield 0.00 % Volatility 221.92 % Risk-free Interest Rate 2.46% to 2.51 % Term 0.32 to 0.625 years Exercise option: December 31, 2018 Common Stock Closing Price $ 0.03 Conversion Price per Share $ 0.10 to 0.15 Conversion Shares 34,000,000 Call Option Value 0.026 to 0.028 Dividend Yield 0.00 % Volatility 221.92 % Risk-free Interest Rate 2.46 to 2.51 % Term 2.62 to 4 years The risk-free interest rate is the United States Treasury rate on the measurement date having a term equal to the remaining contractual life of the instrument. The volatility is a measure of the amount by which the Company's share price has fluctuated or is expected to fluctuate. The dividend yield is 0% as the Company has not made any dividend payment and has no plans to pay dividends in the foreseeable future. Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company's Chief Financial Officer, who reports to the Chief Executive Officer, determine its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company's Chief Financial Officer and are approved by the Chief Executive Officer. Level 3 financial liabilities consist of the derivative liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Significant observable and unobservable inputs include stock price, exercise price, annual risk free rate, term, and expected volatility, and are classified within Level 3 of the valuation hierarchy. An increase or decrease in volatility or interest free rate, in isolation, can significantly increase or decrease the fair value of the derivative liabilities. Changes in the values of the derivative liabilities are recorded as a component of other income (expense) on the Company's statements of operations. The following table sets forth a summary of the changes in the fair value of the Company's Level 3 financial liabilities that are measured at fair value on a recurring basis using significant unobservable input for the years ended December 31, 2019 and 2018: Debt Warrant Derivative Liability Balance December 31, 2017 $ 429,141 $ 1,099,200 Aggregate amount of derivative instruments issued — 226,831 Transferred in due to conversions (291,612 ) — Change in fair value of derivative liabilities (83,287 ) (400,225 ) Balance, December 31, 2018 54,242 925,806 Aggregate amount of derivative instruments issued — — Transferred in due to conversions — — Change in fair value of derivative liabilities (44,791 ) (464,062 ) Balance, December 31, 2019 $ 9,451 $ 461,744 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 8. CONVERTIBLE NOTES PAYABLE In August and September 2016, the Company issued senior convertible debentures for an aggregate of $1,600,000 (the "Convertible Debentures") in exchange for an aggregate net cash proceeds of $1,327,300, net of financing costs. The Convertible Debentures have a stated interest rate of 6% per annum payable quarterly beginning June 30, 2017 and were due two years from the date of issuance, the latest due September 15, 2018 and are convertible into shares of the Company's common stock at the option of the holder at a conversion price of $0.075 with certain anti-dilutive (reset) provisions and are subject to forced conversion if either i) the volume weighted average common stock price for each of any 10 consecutive trading days equals or exceeds $0.50, or (ii) the Company's elects to lists a class of securities on a national securities exchange. As long as the convertible notes remain outstanding, the Company is restricted from incurring any indebtedness or liens, except as permitted (as defined), amend its charter in any matter that materially effects rights of noteholders, repay or repurchase more than de minimis number of shares of common stock other than conversion or warrant shares, repay or repurchase all or any portion of any indebtedness or pay cash dividends. In connection with the issuance of the Convertible Debentures, the Company issued an aggregate of 16,000,000 warrants to purchase the Company's common stock at $0.10 per share, expiring five years from the date of issuance, the latest being September 15, 2021. These warrants contain a cashless exercise and certain anti-dilutive (reset) provisions. The Company determined that certain conversion/exercise option related to a convertible note and issued warrants did not have fixed settlement provisions and are deemed to be derivative financial instruments due to price protection features present in the conversion/ exercise price that are not consistent with a fixed for fixed model. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivative as of the issuance date of the debenture and warrants and to re-measure the derivatives at fair value as of each subsequent reporting date. The Company recognized the value attributable to the conversion feature of the convertible debenture and issued warrants of $2,203,336 and together with financing costs of $272,700 (aggregate of $2,476,036) as a discount against the notes up to $1,600,000 with the excess of $876,036 charged to current period interest. The Company valued the conversion option and the warrants using the Binomial Lattice pricing model as described in Note 7. The debt discount was amortized over the note's maturity period as interest expense. On April 11, 2017, one investor converted his Convertible Debenture of $75,000 plus accrued interest of $2,873, into 1,038,301 shares of the Company's common stock. Upon conversion, a loss on extinguishment was recorded in the amount of $51,267. On July 14, 2017, one investor converted his Convertible Debenture of $50,000 plus accrued interest of $2,482, into 711,755 shares of the Company's common stock. Upon conversion, a loss on extinguishment was recorded in the amount of $30,274. In August 2018, two investors entered in agreements to extend the due date of convertible debentures held in the amount of $250,000 until August 31, 2019. One of the investors was issued warrants to acquire 375,000 shares of common stock for $0.075 per share. The warrants expire in five years. The fair value of the warrants on the date of issuance was $21,121 which is included in interest expense for the year ended December 31, 2018. During 2018, 29 investors converted their Convertible Debentures totaling $1,225,000 plus accrued interest of $52,066, into 17,027,544 shares of the Company's common stock. Upon conversion, a loss on extinguishment was recorded in the amount of $2,374. No conversions occurred during 2019. For the year ended December 31, 2019 and 2018, the Company amortized $30,332 and $543,347, respectively, of debt discount to operations as interest expense. Convertible notes payable consist of the following at December 31, 2019 and December 31, 2018: 2019 2018 Principal balance $ 250,000 $ 250,000 Debt discount — — Deferred finance costs — — Outstanding, net of debt discount $ 250,000 $ 250,000 |
Marketing Agreement
Marketing Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Marketing Agreement [Abstract] | |
MARKETING AGREEMENT | 9. MARKETING AGREEMENT On June 26, 2018, the Company entered into a License Agreement with Level Brands, Inc. (NYSE: LEVB), an innovative licensing, marketing and brand management company with a focus on lifestyle-based products which includes an exclusive license to the kathy ireland kathy ireland As compensation, the Company will provide Level Brands with the following: ● A marketing fee of $850,000, for development of video content and an electronic press kit which will be used ongoing to support product marketing. This fee is paid with a promissory note of $450,000 and a number of shares of stock of the Company valued at $400,000, based on the closing price on the day prior to the effective date; ● Quarterly fees for the first two years of up to $100,000 and issuance of 100,000 shares each quarter, based on sales volumes. The Company has the right to make all the stock payments in cash; and ● a royalty of 5% of the gross licensed marks sales up to $10,000,000, 7.5% royalty on sales from $10,000,000 to $50,000,0000 and 10% on sales over $50,000,000, payable monthly as well as a 1% of all revenue for all Company products as of the date hereof. The Note Payable of $450,000 bears interest at 8% and matures December 31, 2019, unless the Company raises $750,000 through Level Brands prior to that date in which case the Note is to be repaid in full including accrued interest. Accrued interest at December 31, 2019 and December 31, 2018 totaled $54,493 and $18,493, respectively. As of December 31, 2019, the Company has not issued the $400,000 of common stock which was due upon execution of the agreement or any of the shares pursuant to the quarterly fee. The $400,000 is included in accrued expenses at December 31, 2019. Due to the Company's low sales volume, no accrual for royalties is included in the financial statements as the amounts would not be material. Level Brands sued the Company for non-performance under the contract. The matter was taken to arbitration with both parties claiming non performance under the contract. In October 2019, the arbitration was dismissed without prejudice. See Note 14. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 10. STOCKHOLDERS' EQUITY Series A Preferred Stock The Company has designated 150,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred Stock has a stated value of $10. The Series A Preferred Stock is convertible into shares of the Company's common stock by dividing the stated value by a conversion price of $0.10 per share. The Series A Preferred Stock shall have voting rights on an as converted basis (subject to limitations) and liquidation preference for each share of Series A Preferred Stock at an amount equal to the stated value per share. As of December 31, 2019 and 2018, the Company has 82,500 shares of Series A Preferred Stock outstanding. On August 14, 2017, the Company entered into Securities Purchase Agreements with two accredited investors. In connection with these agreements, the Company issued 45,000 shares of Series A Preferred Stock and warrants to acquire 9,000,000 shares of common stock. The shares of Series A Preferred Stock are convertible, at any time at the option of the holder, into an aggregate of 4,500,000 shares of the Company's common stock. The Warrants shall be exercisable for a period of five years at an exercise price of $0.15 per share. The Company recognized the value attributable to the conversion feature of the issued warrants of $650,421 as a charge against additional paid in capital up to $450,000 with the excess of $200,421 charged to change in fair value of warrant liability during the year ended December 31, 2017. The Company valued the warrants using the Binomial Lattice pricing model as described in Note 7. On October 24, 2017, the Company entered into Securities Purchase Agreements with an accredited investor. In connection with the agreement, the Company issued 10,000 shares of Series A Preferred Stock and warrants to acquire 2,000,000 shares of common stock. The shares of Series A Preferred Stock are convertible, at any time at the option of the holder, into an aggregate of 1,000,000 shares of the Company's common stock. The Warrants shall be exercisable for a period of five years at an exercise price of $0.15 per share. During 2017, the Company recognized the value attributable to the conversion feature of the issued warrants of $93,312 as a charge against additional paid in capital. The Company valued the warrants using the Binomial Lattice pricing model as described in Note 7. On February 2, 2018, the Company entered into Securities Purchase Agreements with four accredited investors. In connection with these agreements, the Company issued 27,500 shares of Series A Preferred Stock and warrants to acquire 5,500,000 shares of common stock in consideration of $275,000. The shares of Series A Preferred Stock are convertible, at any time at the option of the holder, into an aggregate of 2,750,000 shares of the Company's common stock. The Warrants shall be exercisable for a period of five years at an exercise price of $0.15 per share. During 2018, the Company recognized the value attributable to the conversion feature of the issued warrants of $226,833 as a charge against additional paid in capital. The Company valued the warrants using the Binomial Lattice pricing model as described in Note 7. Common Stock On February 16, 2018, the Company's Board of Directors approved the issuance of 3,666,666 shares of the Company's common stock to two consultants for services rendered amounting to $330,000. During 2018, 29 investors converted their Convertible Debenture totaling $1,225,000 plus accrued interest of $52,066, into 17,027,544 shares of the Company's common stock. On January 10, 2019, the Company issued 1,000,000 shares of its common stock in exchange for consulting services amounting to $22,900 pursuant to a consulting agreement entered into and approved by the Board of Directors on November 23, 2018. Common Stock Warrants The Company accounts for warrants as either equity instruments or liabilities depending on the specific terms of the warrant agreement. As of December 31, 2019, the Company had 38,458,320 warrants outstanding which are all classified as equity instruments and are fully exercisable. The following tables summarize the Company's common stock warrants activity for the years ended December 31, 2019 and 2018: Warrants Weighted Aggregate Outstanding as of December 31, 2018 38,999,990 $ 0.17 $ — Granted — — — Exercised — — — Forfeited/Canceled (541,670 ) 0.94 — Outstanding as of December 31, 2019 38,458,320 $ 0.16 $ — Warrants Weighted Aggregate Outstanding as of December 31, 2017 41,029,669 $ 0.23 $ — Granted 5,875,000 0.15 — Exercised — — — Forfeited/Canceled (7,904,679 ) 0.43 — Outstanding as of December 31, 2018 38,999,990 $ 0.17 $ — The aggregate intrinsic value represents the pretax intrinsic value, based on the warrants with an exercise price less than the Company's stock price of $0.011 as of December 31, 2019, which would have been received by the warrant holders had those warrant holders exercised their warrants as of that date. |
Stock Option Plan and Stock-Bas
Stock Option Plan and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION | 11. STOCK OPTION PLAN AND STOCK-BASED COMPENSATION During the year ended December 31, 2010, the Company adopted a stock option plan entitled "The 2010 Stock Plan" (2010 Plan) under which the Company may grant options to purchase up to 5,000,000 shares of common stock. On September 7, 2013, the 2010 plan was amended to increase the number of shares of common stock issuable under the 2010 Plan to 7,500,000. As of December 31, 2019 and December 31, 2018, there were 250,000 and 250,000 options outstanding under the 2010 Plan, respectively. During the year ended December 31, 2011, the Company adopted a non-qualified stock option plan entitled "2011 Non-Qualified Stock Plan" (2011 Plan) under which the Company may grant options to purchase 2,100,000 shares of common stock. In December 2012, the 2011 Plan was amended to increase the number of shares of common stock issuable under the 2011 Plan to 12,000,000 shares. During the period ended March 31, 2013, the 2011 Plan was amended to increase the number of shares of common stock issuable under the 2011 Plan to 17,500,000. As of December 31, 2019 and December 31, 2018, there were 8,934,000 and 9,344,000 options outstanding under the 2011 Plan. Under the terms of the stock plans, the Board of Directors shall specify the exercise price and vesting period of each stock option on the grant date. Vesting of the options is typically three to four years and the options typically expire in five to ten years. On February 12, 2018, Loraine Upham was appointed as Chief Operating Officer. Ms. Upham received a stock option to purchase 4,000,000 shares of common stock under the Company's Amended and Restated 2011 Stock Incentive Plan, vesting over three (3) years, one third on the first anniversary of the effective date and the balance in equal quarterly installments. The exercise price of the initial tranche of options (1,333,334 shares) shall be $0.06 per share, the second tranche (1,333,333 shares) shall be $0.10 per share and the final tranche (1,333,333 shares) shall be $0.20 per share. The term of the options is five years. Ms. Upham resigned from the Company on November 30, 2018. As a result of her resignation all of her stock options were terminated and returned to the option pool. On August 22, 2016, the Company granted 6,000,000 options to purchase its common shares to its new CEO as a part of his employment agreement. The options consist of 3 separate tranches with different exercise prices and vest upon reaching certain milestones. All 6 million options have a five year life. The first 2,000,000 shares have an exercise price of $0.20 per share and vest upon the Company raising at least $1 million in financing. The second 2,000,000 shares carry an exercise price of $0.40 per share and vest upon the Company raising $5 million in financing. The third 2,000,000 shares carry an exercise price of $0.60 per share and vest upon the Company entering into a significant corporate alliance for substantial marketing and selling of the Company's product portfolio. On March 1, 2018 the Board of Directors approved a reduction in the exercise price of 6,000,000 stock options issued to the Company's CEO on August 22, 2016. The First tranche of 2,000,000 will be exercisable at $0.10 per share and the second and third tranches of 2,000,000 will be exercisable at $0.15 per share. The remainder of the terms remain unchanged. In addition, the Company amended 1,500,000 stock options previously granted to the new CEO to extend the expiration date to August 22, 2026. These options were all previously vested. No stock options were issued under either plan during the year ended December 31, 2019. The fair value of stock options granted and revaluation of non-employee consultant options for year ended December 31, 2018 was calculated with the following assumptions: 2018 Risk-free interest rate 2.22 - 2.3 % Expected dividend yield 0 % Volatility factor 217.6% - 219.04 % Expected life of option 1.71 - 5 years For the years ended December 31, 2019 and 2018, the Company recorded stock-based compensation expense of $144,826 and $175,076, respectively, in connection with share-based payment awards. As of December 31, 2019 and 2018, there was $0 and $144,991, respectively of unrecognized compensation expense related to non-vested stock option awards. The following table summarizes the Company's stock option activity during the years ended December 31, 2019 and 2018: Shares Exercise Weighted Aggregate Outstanding as of December 31, 2017 9,594,000 $ 0.10 – 1.21 $ 0.36 $ — Granted 4,000,000 0.06 – 0.20 0.12 Exercised — — — Options forfeited/cancelled (4,000,000 ) 0.06 – 0.20 0.12 Outstanding as of December 31, 2018 9,594,000 $ 0.10 – 1.21 $ 0.29 $ — Granted — — — Exercised — — — Options forfeited/cancelled (410,000 ) 0.10 – 0.50 0.40 Outstanding as of December 31, 2019 9,184,000 $ 0.10 – 1.21 $ 0.36 $ — The following table summarizes information about stock options that are vested or expected to vest at December 31, 2019: Options Outstanding Exercisable Options Exercise Number Weighted Weighted Aggregate Number Weighted Weighted Aggregate $ 0.10 3,500,000 $ 0.10 3.79 $ — 3,500,000 $ 0.10 4.04 $ — 0.15 4,000,000 0.15 1.65 — — 0.15 1.90 — 0.18 934,000 0.18 3.48 — 934,000 0.18 3.73 — 0.20 150,000 0.20 5.24 — 150,000 0.20 5.49 — 0.37 58,000 0.37 2.68 — 58,000 0.37 2.93 — 0.42 63,000 0.42 1.00 — 63,000 0.42 1.25 — 0.69 100,000 0.69 4.20 — 100,000 0.69 4.45 — 1.21 379,000 1.21 4.03 — 379,000 1.21 4.28 — $ 0.10-1.21 9,184,000 $ 0.20 3.60 $ — 5,184,000 $ 0.20 3.60 $ — The following table sets forth the status of the Company's non-vested stock options as of December 31, 2019 and 2018: Number of Weighted- Non-vested as of December 31, 2017 4,000,000 $ 0.50 Granted 4,000,000 0.12 Forfeited (4,000,000 ) 0.12 Vested — — Non-vested as of December 31, 2018 4,000,000 $ 0.50 Granted — — Forfeited — — Vested — — Non-vested as of December 31, 2019 4,000,000 $ 0.50 The weighted-average remaining contractual life for options exercisable at December 31, 2019 is 3.60 years. At December 31, 2019 the Company has 8,566,000 and 7,250,000 options available for grant under the 2011 Plan and 2010 Plan, respectively. The aggregate intrinsic value for fully vested, exercisable options was $0 at both December 31, 2019 and 2018, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2019 and 2018 was $0 for both years as no options were exercised. The actual tax benefit realized from stock option exercises during the years ended December 31, 2019 and 2018 were $0 for both years as no options were exercised in either year. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 12 RELATED PARTY TRANSACTIONS Through December 31, 2011, a founder of the company and significant shareholder, Dr. David Platt advanced $257,820 to the Company to fund start-up costs and operations. Advances by Dr. Platt carry an interest rate of 6.5% and were due on June 29, 2013. On May 7, 2012, Dr. Platt and the Company's former President and also a significant shareholder entered into promissory notes to advance to the Company an aggregate of $40,000. The notes accrue interest at 6.5% per year and were due June 30, 2013. The outstanding notes of $297,820 were amended each year to extend the maturity dates. Effective June 30, 2015, the outstanding notes for Dr. Platt were amended to extend the maturity dates to June 30, 2017. During 2017, the Company made principal payments totaling $20,000 to the former President of the Company, reducing the total balance of the outstanding notes to $277,820. As of December 31, 2019 and December 31, 2018, the remaining notes and accrued interest to Dr. Platt are in default and are classified as current liabilities. On June 24, 2011, the Company entered into a definitive Licensing and Manufacturing Agreement (the "Agreement") with Advance Pharmaceutical Company Ltd. ("APC"), a Hong Kong-based privately-held company. Under terms of the Agreement, the Company manufactures and supplies product in bulk for APC. APC is responsible for the packaging, marketing and distribution of SUGARDOWN® in certain territories within Asia. In addition, APC is able to purchase the SUGARDOWN product directly from the US manufacturer and sell it within APC's distribution area. In these situations, the Company is entitled to royalty payments from APC of 10% of the total sales price paid upon shipment of the product. APC, through a wholly owned subsidiary, has purchased an aggregate 1,799,800 shares of the Company's common stock in conjunction with the Company's private placement offerings during the years ended December 31, 2012 and 2011. The shares were purchased on the same terms as the other participants acquiring shares in the respective offerings. Conroy Chi-Heng Cheng is a director of APC and joined the Company's Board in December 2013. No revenue was generated pursuant to the Agreement for the years ended December 31, 2019 or 2018. In December 2013, the Board of Directors agreed to indemnify Dr. Platt for legal costs incurred in connection with an arbitration (now concluded) initiated before the American Arbitration Association by Galectin Therapeutics, Inc. (formerly named Pro-Pharmaceuticals, Inc.) for which Dr. Platt previously served as CEO and Chairman. Galectin sought to rescind or reform the Separation Agreement entered into with Dr. Platt upon his resignation from Galectin to remove a $1.0 million milestone payment which Dr. Platt asserted he was entitled to receive and to be repaid all separation benefits paid to Dr. Platt. The Company initially capped the amount for which it would indemnify Dr. Platt at $150,000 in December 2013 and Dr. Platt agreed to reimburse the indemnification amounts paid by the Company should he prevail in the arbitration. The Board decided to indemnify Dr. Platt after considering a number of factors, including the scope of the Company's existing indemnification obligations to officers and directors and the potential impact of the arbitration on the Company. In May 2014, the Board approved a $50,000 increase in indemnification support, solely for the payment of outside legal expenses. The Company recorded a total of $182,697 in costs associated with Dr. Platt's indemnification, of which $119,401 was expensed in the year ended December 31, 2013 and of which $63,296 was expensed in the year ended December 31, 2014. In July 2014, the arbitration was concluded in favor of Dr. Platt, confirming the effectiveness of the separation agreement and payment was made to Dr. Platt in July 2014. On March 2, 2015, the Board of Directors voted to reduce the amount that Dr. Platt was required to reimburse the Company to $82,355 and to offset this amount against interest accrued in respect of the outstanding note payable to Dr. Platt. In addition, the Board determined that Dr. Platt would be charged interest related to the $182,697 indemnification payment since funds were received by Dr. Platt in July 2014. The Board of Directors concluded the foregoing constituted complete satisfaction of Dr. Platt's indemnification by the Company. Accordingly, the Company recorded the reduction in accrued interest through equity during the year ended December 31, 2015. As of December 31, 2019 and December 31, 2018, $80,815 and $59,650, respectively, of accrued interest in connection with the related party promissory notes, had been included in accrued expenses and other current liabilities on the accompanying balance sheet. During September 2015, the Company entered into a securities purchase agreement with CJY. Pursuant to this agreement, the Company issued to CJY a convertible promissory note in the principal amount of $750,000. The Note was amended during the fourth quarter of 2015 to $1,200,000. During 2016, the Note was amended to $1,752,000. This Note provided necessary bridge financing to the Company prior to a financing of $1,600,000 completed in the third quarter of 2016. Interest accrues at the rate of 10% per annum and is due upon maturity of the note in August 2018. The Company may prepay this Note and any accrued interest at any time. At any time amounts outstanding under the CJY Note are convertible into the Company's common stock, in whole or in part, at the option of the lender, at a conversion price of $0.05 per share. A beneficial conversion feature of $1,642,000 was calculated and capped at the value of the note pursuant to ASC 470 - 20. The Company recorded amortization of the beneficial conversion feature as interest expense in the amount of $0 and $261,656 during the years ended December 31, 2019 and 2018, respectively. On October 6, 2017, in accordance with the terms of the Securities Purchase Agreement, CJY Holdings converted $500,000 of Notes in exchange for 10,000,000 shares of the Company's common stock. The cost basis for the shares issued was $0.05. Upon conversion, a loss on extinguishment of $15,354 was charged to additional paid in capital. On October 16, 2017, CJY holdings converted an additional $50,000 of the Notes along with $150,000 of accrued interest into 4,000,000 shares of the Company's common stock. The cost basis for the shares issued was $0.05. Upon conversion, a loss on extinguishment of $155,459 was charged to additional paid in capital. During August 2019, CJY Holdings agreed to extend the maturity of the Notes payable for one year through August 2020. On April 26, 2017, Boston Therapeutics, Inc. (the "Company") entered into Securities Purchase Agreement with CJY Holdings Limited ("CJY") providing for the sale by the Company to CJY of 6% Subordinated Convertible Debenture in an amount of up to $1,000,000 (the "Debentures"). In addition to the Debentures, CJY will also receive stock purchase warrants (the "Warrants") to acquire 500,000 shares of common stock of the Company for every $50,000 in Debentures purchased. The Warrants are exercisable for five years at an exercise price of $0.10 and may be exercised on a cashless basis. The Company may only use the proceeds for the payment of services or materials associated with clinical trials. The Company closed on $200,000 in financing and issued the related Debentures and Warrants under this agreement on April 26, 2017. The Debentures bear interest at 6% per annum and mature two years from issuance. CJY may elect to convert all or part of the Debentures, plus accrued interest, at any time into shares of common stock of the Company at a conversion price of $0.10 per share. Interest on the Debentures is payable in cash or shares of common stock at $0.10 per share quarterly commencing June 30, 2017. The conversion price is subject to adjustment for stock dividends and stock splits. In addition, if after the original issue date of the Debentures, either (i) the volume weighted average price equals or exceeds $0.50 for 10 consecutive trading days or (ii) the Company elects to list a class of securities on a national securities exchange, the Company may cause CJY to convert all or part of the then outstanding principal amount of the Debentures plus, accrued but unpaid interest, liquidated damages and other amounts owed. CJY agreed to restrict its ability to convert the Debentures and exercise the Warrants and receive shares of common stock such that the number of shares of common stock held by CJY after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. A beneficial conversion feature of $186,939 was calculated and capped at the value of the note pursuant to ASC 470 - 20. The Company recorded amortization of the beneficial conversion feature as interest expense in the amount of $30,332 and $92,842 during the years ended December 31, 2019 and 2018, respectively. In connection with this borrowing, the Company also issued warrants to purchase 2,000,000 shares of the Company's common stock at $0.10 per share. Convertible notes payable – related party consist of the following at December 31, 2019 and December 31, 2018: 2019 2018 Principal balance $ 1,402,000 $ 1,402,000 Debt discount - (30,332 ) Outstanding, net of debt $ 1,402,000 $ 1,371,668 On June 12, 2018, the Company issued a note payable for $100,000 to World Technology East II Limited ("WTE2"). WTE2 is a Hong Kong company owned equally by Carl W. Rausch, the Company's CEO and a director, and Conroy Chi-Heng Cheng, a director of the Company. The WTE2 Note is an unsecured obligation of the Company. Principal and interest under the WTE2 Note is due and payable June 12, 2019, however, in the event that the Company raises in excess of $1,000,000 in equity financing, then the Company will use part of its proceeds to pay off the WTE2 Note. During the fourth quarter of 2018, the Company increased the amount of the note payable to $174,500 with borrowings of $44,500 on October 4, $15,000 on November 5 and $15,000 on December 7. During the first quarter of 2019, the Company increased the amount of the note payable to $224,500 with borrowings of $30,000 on January 17 and $20,000 on February 11. During the second quarter of 2019, the Company increased the amount of the note payable to $324,500 with borrowings of $50,000 on April 4 and $50,000 on May 31. On July 31, 2019, the Company borrowed $50,000 increasing the total amount of notes payable to $374,500. On November 18, 2019, the Company borrowed $30,000 increasing the total amount of notes payable to $404,500 which remain outstanding at December 31, 2019. The notes payable are due on various dates through November 18, 2020 including $174,500 which came due on during 2019 and are currently in default. Interest accrues on the WTE2 Notes at the rate of 10.0% per annum. Accrued interest at December 31, 2019 and December 31, 2018 totaled $37,516 and $6,843, respectively. On September 26, 2018, the Company issued a note payable for $305,937 to CJY Holdings, Ltd ("CJY"). CJY is a Hong Kong company owned by Conroy Chi- Heng Cheng, a director of the Company. The CJY Note is an unsecured obligation of the Company. Principal and interest under the CJY Note is due and payable September 26, 2019. During the second quarter of 2019, the Company increased the amount of the note payable to $595,081 with a borrowing of $289,144 on April 12. During the third quarter of 2019, the Company increased the amount of the note payable to $947,108 with a borrowing of $157,671 on July 2 and $194,356 on July 31. During the third quarter of 2019, the Company increased the amount of the note payable to $1,266,108 with a borrowing of $319,000 on November 29. The notes are due on various dates through October 29, 2020, including the $305,937 note which was due on September 26, 2019 and is currently in default. Interest accrues on the CJY Note at the rate of 10% per annum. Accrued interest at December 31, 2019 and December 31, 2018 totaled $80,546 and $7,984, respectively. Included in accounts payable at December 31, 2019 and December 31, 2018 are amounts due shareholders, officers and directors of the Company in the amounts of $152,302 and $121,453, respectively. Included in accrued expenses at December 31, 2019 and December 31, 2018 are amounts due shareholders, officers and directors of the Company in the amounts of $1,097,974 and $779,545, respectively. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | 13. PROVISION FOR INCOME TAXES During the years ended December 31, 2019 and 2018, no provision for income taxes was recorded as the Company generated net operating losses. A reconciliation of the U.S. federal statutory income tax rate to the Company's effective income tax rate is as follows: 2019 2018 Net operating loss carryforwards 21.0 % 23.9 % State taxes, net of federal benefit 5.0 % 5.0 % Federal research and development tax credit 0.3 % 0.3 % Other 4.5 % 4.5 % Change in deferred tax asset valuation allowance (30.8 ) (33.7 )% Effective income tax rate 0.0 % 0.0 % Net deferred tax assets as of December 31, 2019 and 2018 consisted of the following: 2019 2018 Net operating loss carryforwards $ 6,206,314 $ 4,964,400 Tax credit carryforwards 197,747 112,200 Non-qualified stock options 862,413 832,000 Gross deferred tax assets 7,266,474 5,908,600 Valuation allowance (7,266,474 ) (5,908,600 ) Net deferred tax assets $ — $ — As of December 31, 2019, the Company had net operating loss carryforwards for federal and state income tax purposes of $26.7 million, which begin to expire in years 2035 and 2020, respectively. The Company also has estimated available research and development tax credit carryforwards for federal income tax purposes of $197,747, which begin to expire in year 2032. Pursuant to the Internal Revenue Code Section 382 ("Section 382"), certain ownership changes may subject the net operating loss carryforwards ("carryforwards") and research and development tax credit carryforwards to annual limitations which could reduce or defer the carryforwards. Section 382 imposes limitations on a corporation's ability to utilize carryforwards if it experiences an ownership change. An ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the carryforwards would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the carryforwards to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such carryforwards to expire unused, reducing or eliminating the benefit of such carryforwards. The Company has not completed a Section 382 study to determine if there have been one or more ownership changes due to the costs associated with such a study. Until a study is completed and the extent of the limitations, if any, is able to be determined, no additional amounts have been written off or are being presented as an uncertain tax position. The Company provided a full valuation allowance for deferred tax assets generated since, based on the weight of available evidence; it is more likely than not that these benefits will not be realized. During the year ended December 31, 2019, the Company increased its valuation allowance by $1,357,874 due to the continued likelihood that realization of any future benefit from deductible temporary differences and net operating loss carryforwards cannot be sufficiently assured at December 31, 2019. Management reevaluates the positive and negative evidence at each reporting period. The Company applies the provisions of ASC 740-10, Income The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending income tax examinations. The Company's tax years are still open under statute from 2013 to the present. Earlier years may be examined to the extent that tax credit or net operating loss carryforwards are used in future periods. The Company's policy is to record interest and penalties related to income taxes as part of its income tax provision. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES Pending litigation In March 2019, we were served with notification of complaint filed by CureDM Inc. as agent for the members of CureDM Group Holdings, LLC filed with the Supreme Court of the State of New York County of New York regarding breach of contract and other matters relating to their desire to unwind the acquisition of CureDM Group Holdings LLC according to the original Contribution Agreement. We have been working with the representatives from CureDM Inc. to settle this claim and unwind the Contribution Agreement. The complaint was withdrawn by CureDM, Inc. in December 2019. In addition to the above matter, we are also in arbitration with Level Brands, Inc. regarding a License Agreement dated June 21, 2018 (JAMS Ref. No.: 1220061261). The Company filed an Answer to Complaint and Counter-complaint on June 25, 2019. Both parties are claiming non-performance under the License Agreement. The matter was scheduled for arbitration in October 2019. In October 2019, the arbitration was dismissed without prejudice. On October 16, 2019 the Company received a Summons and Complaint filed by Microcap Headlines Inc. against the Company in the Supreme Court of the United States of New York County of Suffolk claiming damages of $18,000 and the costs and disbursements of the action. The Company filed an Answer on November 15, 2019. The Company intends to vigorously defend against the claim. Leases The Company leased office space at 354 Merrimack Street, Lawrence, MA 01843 on a month to month basis. The Company ended the lease on August 31, 2019. No further obligation exists. The Company recognized rent expense of $1,500 and $3,600 for the years ended December 31, 2019 and 2018, respectively. Contingent share liability On February 12, 2018, the Company entered into a Contribution Agreement with the members of CureDM Group Holdings, LLC, a limited liability company, all of which except five are accredited investors ("CureDM Group Members") pursuant to which the CureDM Group Members agreed to contribute 100% of the outstanding securities of CureDM Group in exchange for an aggregate of 47,741,140 shares of common stock of the Company (the "BTHE Contribution Shares") of which 25,000,000 BTHE Contribution Shares were delivered at closing and 22,741,140 BTHE Contribution Shares (the "Milestone BTHE Shares") shall be delivered in four equal tranches of 5,685,285 BTHE Contribution Shares each upon the achievement of specific milestones (the "CureDM Group Contribution"). The closing of the CureDM Group Contribution occurred on February 12, 2018. Under the agreement, BTI was to use its best efforts to secure a binding commitment to close an equity financing with net proceeds of at least $1,000,000 within 180 days after the closing date. The use of the equity financing proceeds would be designated as working capital for at least, but not limited to the synthesis of HIP2B clinical material. In the event the equity financing is not closed by the required date, then, if both BTI and CureDM, Inc. mutually agree, (i) this Acquisition Agreement will then be null and void and have no further force and effect and all other rights and liabilities of the parties will terminate without any liability of any party to any other party and (ii) each party shall have released the other party. Further, if such event occurs, the CureDM Members will return all shares to BTI for cancellation. Subsequent to June 30, 2018, the 180 day time period elapsed and the Company did not raise the required funding. The Company believes the milestones noted above will not be achieved and that the Milestone BTHE Shares will not be issued. Therefore, the Company has not established a contingent liability to recognize the milestone shares obligations. Employment Agreement The Company entered into an Employment Agreement with Carl W. Rausch pursuant to which Mr. Rausch was engaged as the Chief Executive Officer of the Company for a period of three years. Mr. Rausch was initially required to relocate from Hong Kong to the United States. However, due to his continued efforts in Hong Kong, the Company and Mr. Rausch, in March 2017, have amended the employment agreement to remove the provision requiring Mr. Rausch to relocate to the United States. Mr. Rausch received a signing bonus of $60,000 and an annual salary of $224,000, which will be increased to $264,000 upon Mr. Rausch relocating to the United States. Further, upon the Company being listed on a national exchange, Mr. Rausch's salary will be increased by $20,000. The Company granted Mr. Rausch a Stock Option (the "Rausch Option") to acquire an aggregate of 6,000,000 shares of common stock of the Company, exercisable for five (5) years, subject to vesting. The Rausch Option shall be earned and vested in three equal tranches of 2,000,000 upon the Company raising $1,000,000 in financing, the Company raising $5,000,000 in financing and the Company entering into a significant corporate alliance for substantial marketing and selling of the Company's product portfolio. The initial tranche shall be exercisable at $0.20 per share, the second tranche will be $0.40 per share and the third tranche shall be $0.60 per share, which such vesting is subject to Mr. Rausch's continued employment as an executive with the Company as of the vesting date. In addition, as additional consideration for Mr. Rausch's commitment to the Company, the stock options previously granted to Mr. Rausch shall be amended to extend the expiration date to the ten year anniversary of signing date and such options shall be considered fully vested. Mr. Rausch shall be entitled to certain raises and milestones subject to the achievement of certain milestones to be agreed upon. In the event the Employment Agreement is terminated prior to the expiration of the term by the Company without cause or by Mr. Rausch with good reason, the Company shall pay Mr. Rausch an amount equal to Mr. Rausch's accrued but unpaid base salary and earned but unpaid bonus prior to the termination date, reimbursement for any reimbursable business expenses and Mr. Rausch's salary for a period of one year. On December 12, 2019, Mr. Rausch resigned as the Chief Executive Officer and Board Chairman. In January 2020, Mr. Rausch agreed to remain a paid advisor to the Company. Under the agreement, Mr. Rausch's options were not canceled as a result of his voluntary termination On March 1, 2018 the Board of Directors approved a reduction in the exercise price of 6,000,000 stock options issued to the Company's CEO on August 22, 2016. The First tranche of 2,000,000 will be exercisable at $0.10 per share and the second and third tranches of 2,000,000 will be exercisable at $0.15 per share. The remainder of the terms remain unchanged. On February 12, 2018, Loraine Upham was appointed as Chief Operating Officer. The Company and Ms. Upham entered into an Executive Retention Agreement pursuant to which Ms. Upham was engaged as Chief Operating Officer with an annual salary of $200,000. However, Ms. Upham's salary shall accrue until the Company has raised a minimum of $1,250,000. Ms. Upham is eligible for bonuses as determined by the Board of Directors. These include a bonus of $20,000 is to be paid upon the Company successfully raising $1,250,000 through the sale of equity; an annual performance bonus based on milestones related to clinical progress, partnering and fund raising success to be established by the Board of Directors or the Compensation Committee, if in existence on an annual basis. In addition, Ms. Upham received a stock option to purchase 4,000,000 shares of common stock under the Company's Amended and Restated 2011 Stock Incentive Plan, vesting over three (3) years, one third on the first anniversary of the effective date and the balance in equal quarterly installments. The exercise price of the initial tranche of options (1,333,334 shares) shall be $0.06 per share, the second tranche (1,333,333 shares) shall be $0.10 per share and the final tranche (1,333,333 shares) shall be $0.20 per share. The term of the options is five years. Ms. Upham resigned from the Company on November 30, 2018. As a result of her resignation all of her stock options were terminated and returned to the option pool. Her accrued salary and vacation of $188,716 will be paid once the funding is obtained. Consulting Agreement On April 1, 2018, the Company entered into a Corporate Advisory Agreement with a consultant. Services commenced May 1, 2018 for a term of one year with an option to renew for an additional six months. Compensation pursuant to the agreement is as follows: (1) a monthly fee of $6,500 paid in cash, and (2) 3,000,000 shares of restricted common stock of which 1,400,000 shares were deliverable upon execution of the agreement and the remaining 1,600,000 delivered in monthly installments of 400,000 shares as long as the agreement has not been terminated. Included in accrued expenses is the monthly fee totaling $110,500 and the fair value of the shares of common stock totaling $211,600, as the shares have not been issued as of December 31, 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS The Company has evaluated events and transactions that occurred from December 31, 2019 through the date of the filing for possible disclosure and recognition in the financial statements. Through May 29, 2020, the Company borrowed $300,000 from a related party to cover operating expenses. The Note bears interest at 10% and is due in twelve months. |
Summary of Significant Accoun_2
Summary of Significant Accounting Practices (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements have been prepared in conformity with accounting principles generally accepting in the United States of America ("US GAAP"). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the Company and its wholly owned subsidiary, CureDM, from the date of acquisition. All significant intercompany transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less at the time of acquisition to be cash equivalents. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation. The Company had no cash equivalents at December 31, 2019 and December 31, 2018. |
Revenue Recognition | Revenue Recognition For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606 ("ASC 606"). A five-step analysis must be met as outlined in ASC 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. The Company generates revenues from sales of SUGARDOWN®. In practice, the Company has not experienced or granted significant returns of product. Shipping fees charged to customers are included in revenue and shipping costs are included in costs of sales. The Company generates revenue from royalties pursuant to a licensing and manufacturing agreement with Advance Pharmaceutical Company Limited ("APC"), whereby the licensee sells and distributes territory licensed products, excluding those manufactured and supplied by the Company in the territory. APC is a related party as a director and significant stockholder of the Company is an owner and director of APC. The Company did not recognize any revenue from royalties from APC during the years ended December 31, 2019 and 2018 respectively. |
Accounts Receivable | Accounts Receivable Accounts receivable is stated at the amount management expects to collect from outstanding balances. Management establishes a reserve for doubtful accounts based on its assessment of the current status of individual accounts. Balances that remain outstanding after management has used reasonable collection efforts are written off against the allowance. There were no allowances for doubtful accounts as of December 31, 2019 and December 31, 2018. |
Inventory | Inventory Inventory consists of raw materials, work-in-process and finished goods of SUGARDOWN®. Inventories are stated at the lower of cost (weighted average cost method) or market, not in excess of net realizable value. The Company adjusts the carrying value of its inventory for excess and obsolete inventory. The Company continues to monitor the valuation of its inventory. |
Property and Equipment | Property and Equipment Property and equipment is depreciated using the straight-line method over the following estimated useful lives: Asset Category Estimated Useful Life Office Furniture and Equipment 5 years Computer Equipment and Software 3 years The Company begins to depreciate assets when they are placed in service. The costs of repairs and maintenance are expensed as incurred; major renewals and betterments are capitalized. Upon sale or retirement, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the statement of operations. For the years ended December 31, 2019 and 2018, the Company recorded depreciation expense of $1,623 and $1,706, respectively. |
Intangible Assets | Intangible Assets Intangible assets consist of identifiable finite-lived assets acquired in business acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and are amortized over their economic useful lives on a straight line basis. |
Goodwill | Goodwill The Company follows the guidance of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350, Goodwill and Other Intangible Assets As the Company operates its business in one operating segment and one reporting unit, the Company's goodwill is assessed at the Company level for impairment in the fourth quarter of each year or more frequently if events or changes in circumstances indicate that impairment may exist. The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step impairment test. If the Company's qualitative assessment reveals that goodwill impairment is more likely than not, the Company performs the two-step impairment test. Alternatively, the Company may bypass the qualitative test and initiate goodwill impairment testing with the first step of the two-step goodwill impairment test. During the first step of the goodwill impairment test, the Company compares the fair value of the reporting unit to its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, then the Company concludes that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, the Company performs the second step of the goodwill impairment test to measure possible goodwill impairment loss. If the carrying value of the reporting unit's goodwill exceeds its implied fair value, then we would record an impairment loss equal to the difference. The Company performed its impairment review of goodwill for the year ended December 31, 2018 and concluded that goodwill was impaired at December 31, 2018. The company recorded impairment of goodwill in the amount of $1,246,002 for the year ended December 31, 2018. No goodwill exists at December 31, 2019. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews long-lived assets, which include the Company's intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Future undiscounted cash flows of the underlying assets are compared to the assets' carrying values. Adjustments to fair value are made if the sum of expected future undiscounted cash flows is less than book value. To date, no adjustments for impairment have been made. The Company performed its impairment review of intangible assets for the year ended December 31, 2019 and concluded that intangibles were impaired at December 31, 2019. The Company recorded impairment of intangibles in the amount of $367,181 for the year ended December 31, 2019. |
Loss per Share | Loss per Share Basic net loss per share is computed based on the net loss for the period divided by the weighted average actual shares outstanding during the period. Diluted net loss per share is computed based on the net loss for the period divided by the weighted average number of common shares and common equivalent shares outstanding during each period unless the effect of such common equivalent shares would be anti-dilutive. Common stock equivalents represent the dilutive effect of the assumed exercise of certain outstanding stock options using the treasury stock method. The weighted average number of common shares for the year ended December 31, 2019 did not include 9,184,000, 38,458,320, 39,131,347 and 8,250,000 for options, warrants and shares to be issued upon conversion of notes payable and Series A Preferred Stock, respectively, because of their anti-dilutive effect. The weighted average number of common shares for the year ended December 31, 2018 did not include 9,594,000, 38,999,990, 36,407,367 and 8,250,000 for options, warrants and shares to be issued upon conversion of notes payable and Series A Preferred Stock, respectively, because of their anti-dilutive effect. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the years ended December 31, 2019 and 2018. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are reported as a component of operating expenses in the sales and marketing expenses in the statements of operations. The Company did not incur any advertising costs for either year ended December 31, 2019 and 2018, respectively. |
Research and Development Costs | Research and Development Costs Research and development expenditures are charged to the statement of operations as incurred. Such costs include proprietary research and development activities, purchased research and development, and expenses associated with research and development contracts, whether performed by the Company or contracted with independent third parties. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company's financial instruments consist of cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and notes payable. The carrying value of cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses approximates fair value due to their short-term nature using level 3 inputs as defined above. The carrying value of the notes payable as of December 31, 2019 and 2018, evaluated using level 3 inputs defined above based on quoted market prices on rates available to the Company for debt with similar terms and maturities, approximates the fair value. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are principally cash. The Company places its cash and cash equivalents in highly rated financial institutions. The Company maintains cash balances with financial institutions that occasionally exceed federally insured limits. The Company has not experienced any losses related to these balances, and management believes its credit risk to be minimal. |
Convertible Instruments | Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable ASC 480-10. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company's control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company's free standing derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and of embedded conversion options with senior convertible debentures. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of December 31, 2019 and December 31, 2018 using the applicable classification criteria enumerated under ASC 815-Derivatives and Hedging. The Company determined that certain embedded conversion and/or exercise features do not contain fixed settlement provisions. The convertible debentures contain a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the debt and warrant derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. |
Stock-Based Compensation | Stock-Based Compensation Stock–based compensation, including grants of employee and non-employee stock options and modifications to existing stock options, is recognized in the income statement based on the estimated fair value of the awards . The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The expected life of the awards is estimated based on the simplified method. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of our awards. The dividend yield assumption is based on history and expectation of paying no dividends. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense is recognized in the financial statements on a straight-line basis over the requisite service period, based on awards that are ultimately expected to vest. The Company grants stock options to non-employee consultants from time to time in exchange for services performed for the Company. Equity instruments granted to non- employees are subject to periodic revaluation over their vesting terms. In general, the options vest over the contractual period of the respective consulting arrangement and, therefore, the Company revalues the options periodically and records additional compensation expense related to these options over the remaining vesting period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the 'package of practical expedients', which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The new standard did not have a material effect on the Company's consolidated Financial statements as the Company does not have any leases that meet the requirements for recognition. There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's financial position, results of operations or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Practices (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of useful lives of property and equipment | Asset Category Estimated Useful Life Office Furniture and Equipment 5 years Computer Equipment and Software 3 years |
Acquisition of Curedm (Tables)
Acquisition of Curedm (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Acquisition Of Curedm [Abstract] | |
Schedule of consideration | 25,000,000 shares of the Company's common stock $ 1,250,000 22,741,140 contingency shares of the Company's common stock — Total consideration $ 1,250,000 |
Schedule of fair value of assets acquired and liabilities assumed | Assets acquired: Cash $ 3,592 Property and equipment 273 Goodwill 1,176,220 Intangibles 234,122 Liabilities assumed: Accounts payable and accrued expenses (164,207 ) Net assets acquired $ 1,250,000 |
Schedule of pro forma results | For the year ended 2019 2018 Total revenues $ 16,329 $ 31,273 Net loss (2,371,177 ) (3,601,217 ) Basic and diluted net earnings per common share $ (0.02 ) $ (0.04 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of components of inventory | 2019 2018 Raw materials $ — $ — Finished goods 3,909 1,013 Total $ 3,909 $ 1,013 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | 2019 2018 SUGARDOWN® technology and patent applications $ 1,134,122 $ 1,134,122 Less accumulated amortization (1,134,122 ) (618,910 ) Intangible assets, net $ — $ 515,212 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of components of accrued expenses and other current liabilities | 2019 2018 Accrued payroll $ 188,716 $ 188,716 Professional fees 137,545 95,018 Accrued consulting fees 739,447 263,600 Accrued executive compensation 340,000 120,000 Accrued accounting fees 150,000 30,000 Interest 768,797 456,613 Accrued expense reimbursement and other 134,663 6,696 Total $ 2,459,168 $ 1,160,643 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair value on a recurring basis | December 31, Quoted Prices Significant Significant Derivative liability $ 9,451 $ — $ — $ 9,451 Warrant liability 461,744 — — 461,744 Total $ 471,195 $ — $ — $ 471,195 December 31, Quoted Prices Significant Significant Derivative liability $ 54,242 $ — $ — $ 54,242 Warrant liability 925,806 — — 925,806 Total $ 980,048 $ — $ — $ 980,048 |
Schedule of fair value of the conversion/exercise options | Conversion option: December 31, 2018 Common Stock Closing Price $ 0.03 Conversion Price per Share $ 0.075 to 0.10 Conversion Shares 5,333,333 Call Option Value 0.013 to 0.055 Dividend Yield 0.00 % Volatility 221.92 % Risk-free Interest Rate 2.46% to 2.51 % Term 0.32 to 0.625 years Exercise option: December 31, 2018 Common Stock Closing Price $ 0.03 Conversion Price per Share $ 0.10 to 0.15 Conversion Shares 34,000,000 Call Option Value 0.026 to 0.028 Dividend Yield 0.00 % Volatility 221.92 % Risk-free Interest Rate 2.46 to 2.51 % Term 2.62 to 4 years |
Schedule of changes in the Company's Level 3 financial liabilities | Debt Warrant Derivative Liability Balance December 31, 2017 $ 429,141 $ 1,099,200 Aggregate amount of derivative instruments issued — 226,831 Transferred in due to conversions (291,612 ) — Change in fair value of derivative liabilities (83,287 ) (400,225 ) Balance, December 31, 2018 54,242 925,806 Aggregate amount of derivative instruments issued — — Transferred in due to conversions — — Change in fair value of derivative liabilities (44,791 ) (464,062 ) Balance, December 31, 2019 $ 9,451 $ 461,744 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | 2019 2018 Principal balance $ 250,000 $ 250,000 Debt discount — — Deferred finance costs — — Outstanding, net of debt discount $ 250,000 $ 250,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of common stock warrants activity | Warrants Weighted Aggregate Outstanding as of December 31, 2018 38,999,990 $ 0.17 $ — Granted — — — Exercised — — — Forfeited/Canceled (541,670 ) 0.94 — Outstanding as of December 31, 2019 38,458,320 $ 0.16 $ — Warrants Weighted Aggregate Outstanding as of December 31, 2017 41,029,669 $ 0.23 $ — Granted 5,875,000 0.15 — Exercised — — — Forfeited/Canceled (7,904,679 ) 0.43 — Outstanding as of December 31, 2018 38,999,990 $ 0.17 $ — |
Stock Option Plan and Stock-B_2
Stock Option Plan and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of assumptions for fair value of stock options | 2018 Risk-free interest rate 2.22 - 2.3 % Expected dividend yield 0 % Volatility factor 217.6% - 219.04 % Expected life of option 1.71 - 5 years |
Schedule of activity under stock plans | Shares Exercise Weighted Aggregate Outstanding as of December 31, 2017 9,594,000 $ 0.10 – 1.21 $ 0.36 $ — Granted 4,000,000 0.06 – 0.20 0.12 Exercised — — — Options forfeited/cancelled (4,000,000 ) 0.06 – 0.20 0.12 Outstanding as of December 31, 2018 9,594,000 $ 0.10 – 1.21 $ 0.29 $ — Granted — — — Exercised — — — Options forfeited/cancelled (410,000 ) 0.10 – 0.50 0.40 Outstanding as of December 31, 2019 9,184,000 $ 0.10 – 1.21 $ 0.36 $ — |
Schedule of information about stock options vested or expected to vest | Options Outstanding Exercisable Options Exercise Number Weighted Weighted Aggregate Number Weighted Weighted Aggregate $ 0.10 3,500,000 $ 0.10 3.79 $ — 3,500,000 $ 0.10 4.04 $ — 0.15 4,000,000 0.15 1.65 — — 0.15 1.90 — 0.18 934,000 0.18 3.48 — 934,000 0.18 3.73 — 0.20 150,000 0.20 5.24 — 150,000 0.20 5.49 — 0.37 58,000 0.37 2.68 — 58,000 0.37 2.93 — 0.42 63,000 0.42 1.00 — 63,000 0.42 1.25 — 0.69 100,000 0.69 4.20 — 100,000 0.69 4.45 — 1.21 379,000 1.21 4.03 — 379,000 1.21 4.28 — $ 0.10-1.21 9,184,000 $ 0.20 3.60 $ — 5,184,000 $ 0.20 3.60 $ — |
Schedule of non-vested stock options | Number of Weighted- Non-vested as of December 31, 2017 4,000,000 $ 0.50 Granted 4,000,000 0.12 Forfeited (4,000,000 ) 0.12 Vested — — Non-vested as of December 31, 2018 4,000,000 $ 0.50 Granted — — Forfeited — — Vested — — Non-vested as of December 31, 2019 4,000,000 $ 0.50 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of convertible notes payable | 2019 2018 Principal balance $ 1,402,000 $ 1,402,000 Debt discount - (30,332 ) Outstanding, net of debt $ 1,402,000 $ 1,371,668 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax rate reconciliation | 2019 2018 Net operating loss carryforwards 21.0 % 23.9 % State taxes, net of federal benefit 5.0 % 5.0 % Federal research and development tax credit 0.3 % 0.3 % Other 4.5 % 4.5 % Change in deferred tax asset valuation allowance (30.8 ) (33.7 )% Effective income tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets | 2019 2018 Net operating loss carryforwards $ 6,206,314 $ 4,964,400 Tax credit carryforwards 197,747 112,200 Non-qualified stock options 862,413 832,000 Gross deferred tax assets 7,266,474 5,908,600 Valuation allowance (7,266,474 ) (5,908,600 ) Net deferred tax assets $ — $ — |
General Organization and Busi_2
General Organization and Business (Details) | Feb. 12, 2018Tranchesshares | Nov. 10, 2010USD ($) | Jul. 31, 2019USD ($) | May 31, 2019USD ($) | Apr. 30, 2019USD ($)Number | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
General Organization and Business (Textual) | ||||||||
Common stock issued to shareholders | $ 1,250,000 | |||||||
Accumulated deficit | (27,106,348) | (23,412,269) | ||||||
Net cash used in operating activities | (1,195,938) | (883,841) | ||||||
Cash in hand | 6,700 | |||||||
Advance from related parties | $ 402,027 | $ 50,000 | ||||||
Proceeds from issuance of notes payable to related parties | $ 1,190,172 | $ 480,437 | ||||||
Related party | During October and November 2019, the Company was advanced an additional $349,000 from a related party. In addition, on January 3, 2020, the Company was advanced an additional $250,000 from a related party. | |||||||
10% Notes Payable [Member] | ||||||||
General Organization and Business (Textual) | ||||||||
Percentage of outstanding common stock | 10.00% | |||||||
Proceeds from issuance of notes payable to related parties | $ 339,144 | $ 50,000 | ||||||
Number of related party | Number | 2 | |||||||
Contribution Agreement [Member] | CureDM Group Holdings, LLC [Member] | ||||||||
General Organization and Business (Textual) | ||||||||
Number of shares issued | shares | 47,741,140 | |||||||
Number of shares issued at time of delivered | shares | 25,000,000 | |||||||
Number of shares issued at time of milestone | shares | 22,741,140 | |||||||
Number of shares issued per tranche | shares | 5,685,285 | |||||||
Number of tranches for delivered | Tranches | 4 | |||||||
Boston Therapeutics, Inc. [Member] | ||||||||
General Organization and Business (Textual) | ||||||||
Accumulated deficit | $ 27,100,000 | |||||||
Boston Therapeutics, Inc. [Member] | Agreement and Plan of Merger [Member] | ||||||||
General Organization and Business (Textual) | ||||||||
Common stock issued to shareholders | $ 4,000,000 | |||||||
Percentage of outstanding common stock | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Practices (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Office Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Computer Equipment and Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Practices (Details Textual) | 12 Months Ended | |
Dec. 31, 2019USD ($)Segmentsshares | Dec. 31, 2018USD ($)shares | |
Summary of Significant Accounting Practices (Textual) | ||
Number of operating segment | Segments | 1 | |
Number of reporting unit | Segments | 1 | |
Depreciation expense | $ | $ 1,623 | $ 1,706 |
Impairment of goodwill | $ | $ 1,246,002 | |
Corporate tax rate | 21.00% | 23.90% |
Intangible assets, net | $ | $ 515,212 | |
Series A Preferred Stock [Member] | ||
Summary of Significant Accounting Practices (Textual) | ||
Anti-dilutive weighted average number of common shares | 8,250,000 | 8,250,000 |
Stock Options [Member] | ||
Summary of Significant Accounting Practices (Textual) | ||
Anti-dilutive weighted average number of common shares | 9,184,000 | 9,594,000 |
Warrants [Member] | ||
Summary of Significant Accounting Practices (Textual) | ||
Anti-dilutive weighted average number of common shares | 38,458,320 | 38,999,990 |
Convertible Debt Securities [Member] | ||
Summary of Significant Accounting Practices (Textual) | ||
Anti-dilutive weighted average number of common shares | 39,131,347 | 36,407,367 |
Acquisition of Curedm (Details)
Acquisition of Curedm (Details) - Contribution Agreement [Member] - CureDM Group Holdings, LLC [Member] | Dec. 31, 2019USD ($) |
25,000,000 shares of the Company's common stock | $ 1,250,000 |
22,741,140 contingency shares of the Company's common stock | |
Total consideration | 1,250,000 |
Assets acquired: | |
Cash | 3,592 |
Property and equipment | 273 |
Goodwill | 1,176,220 |
Intangibles | 234,122 |
Liabilities assumed: | |
Accounts payable and accrued expenses | (164,207) |
Net assets acquired | $ 1,250,000 |
Acquisition of Curedm (Details
Acquisition of Curedm (Details 1) - Contribution Agreement [Member] - CureDM Group Holdings, LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenues | $ 16,329 | $ 31,273 |
Net loss | $ (2,371,177) | $ (3,601,217) |
Basic and diluted net earnings per common share | $ (0.02) | $ (0.04) |
Acquisition of Curedm (Detail_2
Acquisition of Curedm (Details Textual) - Contribution Agreement One [Member] - CureDM Group Holdings, LLC [Member] | Feb. 12, 2018Tranchesshares |
Ownership percentage | 100.00% |
Number of shares issued at time of Contribution | 47,741,140 |
Number of shares issued at time of delivered | 25,000,000 |
Number of shares issued at time of milestone | 22,741,140 |
Number of shares issued per tranche | 5,685,285 |
Number of tranches for delivered | Tranches | 4 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | ||
Finished goods | 3,909 | 1,013 |
Total | $ 3,909 | $ 1,013 |
Inventory (Details Textual)
Inventory (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Inventory (Textual) | ||
Provision for inventory obsolescence | $ 31,752 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible assets consist | ||
SUGARDOWN technology and patent applications | $ 1,134,122 | $ 1,134,122 |
Less accumulated amortization | (1,134,122) | (618,910) |
Intangible assets, net | $ 515,212 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets (Textual) | ||
Useful lives of intangible assets | 14 years | |
Amortization expense | $ 148,031 | $ 158,196 |
Amortized method | Straight-line | |
Intangible assets, net | $ 515,212 |
Accrued Expenses and other Cu_3
Accrued Expenses and other Current Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 188,716 | $ 188,716 |
Professional fees | 137,545 | 95,018 |
Accrued consulting fees | 739,447 | 263,600 |
Accrued executive compensation | 340,000 | 120,000 |
Accrued accounting fees | 150,000 | 30,000 |
Interest | 768,797 | 456,613 |
Accrued expense reimbursement and other | 134,663 | 6,696 |
Total | $ 2,459,168 | $ 1,160,643 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative liability | $ 9,451 | $ 54,242 |
Warrant liability | 461,744 | 925,806 |
Total | 471,195 | 980,048 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Derivative liability | ||
Warrant liability | ||
Total | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Derivative liability | ||
Warrant liability | ||
Total | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Derivative liability | 9,451 | 54,242 |
Warrant liability | 461,744 | 925,806 |
Total | $ 471,195 | $ 980,048 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details 1) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Conversion Option [Member] | |
Common Stock Closing Price | $ 0.03 |
Conversion Shares | shares | 5,333,333 |
Volatility | 221.92% |
Conversion Option [Member] | Minimum [Member] | |
Conversion Price per Share | $ 0.075 |
Call Option Value | $ 0.013 |
Risk-free Interest Rate | 2.46% |
Term | 3 months 26 days |
Conversion Option [Member] | Maximum [Member] | |
Conversion Price per Share | $ 0.10 |
Call Option Value | $ 0.055 |
Risk-free Interest Rate | 2.51% |
Term | 74 months 30 days |
Conversion Option [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Dividend Yield | 0.00% |
Exercise Option [Member] | |
Common Stock Closing Price | $ 0.03 |
Conversion Shares | shares | 34,000,000 |
Volatility | 221.92% |
Exercise Option [Member] | Minimum [Member] | |
Conversion Price per Share | $ 0.10 |
Call Option Value | $ 0.026 |
Risk-free Interest Rate | 2.46% |
Term | 2 years 7 months 13 days |
Exercise Option [Member] | Maximum [Member] | |
Conversion Price per Share | $ 0.15 |
Call Option Value | $ 0.028 |
Risk-free Interest Rate | 2.51% |
Term | 4 years |
Exercise Option [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Dividend Yield | 0.00% |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Derivative [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Balance at beginning | $ 54,242 | $ 429,141 |
Aggregate amount of derivative instruments issued | ||
Transferred in due to conversions | (291,612) | |
Change in fair value of derivative liabilities | (44,791) | (83,287) |
Balance at ending | 9,451 | 54,242 |
Warrant liability [Member] | ||
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items] | ||
Balance at beginning | 925,806 | 1,099,200 |
Aggregate amount of derivative instruments issued | 226,831 | |
Transferred in due to conversions | ||
Change in fair value of derivative liabilities | (464,062) | (400,225) |
Balance at ending | $ 461,744 | $ 925,806 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - Convertible notes payable [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Principal balance | $ 250,000 | $ 250,000 |
Debt discount | ||
Deferred finance costs | ||
Outstanding, net of debt discount | $ 250,000 | $ 250,000 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details Textual) | Jul. 14, 2017USD ($)shares | Apr. 11, 2017USD ($)shares | Aug. 31, 2018USD ($)Investors$ / sharesshares | Aug. 31, 2016USD ($) | Sep. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)Investors | Jun. 30, 2017 | Sep. 15, 2016$ / shares |
Convertible Notes Payable (Textual) | |||||||||
Value of shares converted | $ 1,277,066 | ||||||||
Interest expense | 21,121 | ||||||||
Investor [Member] | Warrant [Member] | |||||||||
Convertible Notes Payable (Textual) | |||||||||
Share price (in dollars per share) | $ / shares | $ 0.075 | ||||||||
Expire period | 5 years | ||||||||
Number of shares issued | shares | 375,000 | ||||||||
6% Convertible Debt [Member] | |||||||||
Convertible Notes Payable (Textual) | |||||||||
Proceeds from issuance of convertible notes payable | $ 1,327,300 | $ 1,327,300 | |||||||
Convertible debentures, interest rate | 6.00% | ||||||||
Convertible debentures, conversion price | $ / shares | $ 0.075 | ||||||||
Description of conversion feature | Certain anti-dilutive (reset) provisions and are subject to forced conversion if either i) the volume weighted average common stock price for each of any 10 consecutive trading days equals or exceeds $0.50, or (ii) the Company's elects to lists a class of securities on a national securities exchange. | ||||||||
Convertible debenture, conversion feature | $ 2,203,336 | ||||||||
Debt issuance cost including discount on debt | 2,476,036 | ||||||||
Debt discount | 272,700 | ||||||||
Excess of interest charged | 876,036 | ||||||||
Amortization of debt discount | 30,332 | 543,347 | |||||||
Debt face amount | $ 1,600,000 | $ 1,600,000 | |||||||
Maturity term | 2 years | ||||||||
Excess of discount | $ 1,600,000 | ||||||||
6% Convertible Debt [Member] | Warrant [Member] | |||||||||
Convertible Notes Payable (Textual) | |||||||||
Warrants issued | shares | 16,000,000 | ||||||||
Share price (in dollars per share) | $ / shares | $ 0.10 | ||||||||
Warrants, exercisable date | Sep. 15, 2021 | ||||||||
Maturity term | 5 years | ||||||||
6% Convertible Debt [Member] | Investor [Member] | |||||||||
Convertible Notes Payable (Textual) | |||||||||
Value of shares converted | $ 50,000 | $ 75,000 | 17,027,544 | ||||||
Number of shares converted | shares | 711,755 | 1,038,301 | |||||||
Accrued interest | $ 2,482 | $ 2,873 | 52,066 | ||||||
Debt face amount | 1,225,000 | ||||||||
Extinguishment gain (loss) of debt | $ 30,274 | $ 51,267 | $ 2,374 | ||||||
Number of investors | Investors | 29 | ||||||||
Convertible Debentures [Member] | Investor [Member] | |||||||||
Convertible Notes Payable (Textual) | |||||||||
Convertible debentures, maturity date | Aug. 31, 2019 | ||||||||
Debt face amount | $ 250,000 | ||||||||
Number of investors | Investors | 2 |
Marketing Agreement (Details)
Marketing Agreement (Details) - USD ($) | Jun. 26, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Marketing Agreement (Textual) | |||
Number of shares issued, value | $ 275,000 | ||
Debt accrued interest | $ 80,546 | 7,984 | |
Accrued expenses | 400,000 | ||
Level Brands, Inc. [Member] | 8% Note Payable Due on December 31, 2019 [Member] | |||
Marketing Agreement (Textual) | |||
Face amount | 450,000 | ||
Proceeds from notes payable | 750,000 | ||
Debt accrued interest | 54,493 | $ 18,493 | |
Number of shares not issued, value | $ 400,000 | ||
Matures date | Dec. 31, 2019 | ||
Interest rate | 8.00% | ||
Level Brands, Inc. [Member] | Licensing Agreement [Member] | |||
Marketing Agreement (Textual) | |||
Description of agreement term | The initial term of the License Agreement is seven years, with an automatic two-year extension unless either party notifies the other of non-renewal at least 90 days prior to the end of the then current term. | ||
Marketing fee | $ 850,000 | $ 100,000 | |
Repayments of promissory note | 450,000 | ||
Number of shares issued (in shares) | 100,000 | ||
Number of shares issued, value | $ 400,000 | ||
Description of royalty percentage | A royalty of 5% of the gross licensed marks sales up to $10,000,000, 7.5% royalty on sales from $10,000,000 to $50,000,0000 and 10% on sales over $50,000,000, payable monthly as well as a 1% of all revenue for all Company products as of the date hereof. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants | ||
Outstanding as of beginning | 38,999,990 | 41,029,669 |
Granted | 5,875,000 | |
Exercised | ||
Forfeited/Canceled | (541,670) | (7,904,679) |
Outstanding as of end | 38,458,320 | 38,999,990 |
Weighted Average Exercise Price | ||
Outstanding as of beginning | $ 0.17 | $ 0.23 |
Granted | 0.15 | |
Exercised | ||
Forfeited/Canceled | 0.94 | 0.43 |
Outstanding as of end | $ 0.16 | $ 0.17 |
Aggregate Intrinsic Value | ||
Outstanding as of beginning | ||
Granted | ||
Exercised | ||
Forfeited/Canceled | ||
Outstanding as of end |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) | Jan. 10, 2019USD ($)shares | Feb. 16, 2018USD ($)shares | Feb. 02, 2018USD ($)shares | Oct. 24, 2017USD ($)shares | Aug. 14, 2017shares | Jul. 14, 2017USD ($)shares | Apr. 11, 2017USD ($)shares | Dec. 31, 2018USD ($)Investors$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2019$ / sharesshares | Sep. 30, 2016USD ($)$ / shares | Aug. 31, 2016USD ($) |
Preferred stock, authorized | 5,000,000 | 5,000,000 | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Common stock, authorized | 2,000,000,000 | 2,000,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Common stock, outstanding | 38,999,990 | 41,029,669 | 38,458,320 | |||||||||
Value of shares converted | $ | $ 1,277,066 | |||||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.17 | $ 0.23 | $ 0.16 | |||||||||
6% Convertible Debt [Member] | ||||||||||||
Debt face amount | $ | $ 1,600,000 | $ 1,600,000 | ||||||||||
Warrant [Member] | ||||||||||||
Number of shares issued | 5,500,000 | |||||||||||
Warrant exercisable term (in years) | 5 years | |||||||||||
Number of shares issued on debt conversion | 2,750,000 | |||||||||||
Warrant [Member] | ||||||||||||
Common stock, outstanding | 38,583,320 | |||||||||||
Warrant [Member] | 6% Convertible Debt [Member] | ||||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 0.10 | |||||||||||
Two Consultants [Member] | ||||||||||||
Number of shares issued for sevices | 3,666,666 | |||||||||||
Amount of shares issued on debt conversion | $ | $ 330,000 | |||||||||||
Investor [Member] | 6% Convertible Debt [Member] | ||||||||||||
Value of shares converted | $ | $ 50,000 | $ 75,000 | $ 17,027,544 | |||||||||
Number of shares converted | 711,755 | 1,038,301 | ||||||||||
Accrued interest | $ | $ 2,482 | $ 2,873 | 52,066 | |||||||||
Debt face amount | $ | $ 1,225,000 | |||||||||||
Number of investors | Investors | 29 | |||||||||||
Securities Purchase Agreements [Member] | Two Accredited Investors [Member] | Warrant [Member] | ||||||||||||
Value of shares converted | $ | $ 650,421 | |||||||||||
Number of shares issued | 9,000,000 | |||||||||||
Warrant charge against additional paid in capital | $ | 450,000 | |||||||||||
Change in fair value of warrant liability | $ | $ 200,421 | |||||||||||
Securities Purchase Agreement [Member] | Accredited Investors [Member] | Warrant [Member] | ||||||||||||
Number of shares issued | 2,000,000 | |||||||||||
Warrant exercisable term (in years) | 5 years | |||||||||||
Consulting Agreement [Member] | ||||||||||||
Number of shares issued for sevices | 1,000,000 | |||||||||||
Amount of shares issued for sevices | $ | $ 22,900 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Designated shares of preferred stock | 150,000 | |||||||||||
Preferred stock stated value | $ / shares | $ 10 | |||||||||||
Conversion price per share (in dollars per share) | $ / shares | $ 0.10 | |||||||||||
Preferred stock, outstanding | 82,500 | 82,500 | ||||||||||
Number of shares issued | 27,500 | |||||||||||
Amount warrants issued | $ | $ 226,833 | |||||||||||
Aggregate valueo of conversion of units | $ | $ 275,000 | |||||||||||
Series A Preferred Stock [Member] | Securities Purchase Agreements [Member] | Two Accredited Investors [Member] | ||||||||||||
Number of shares converted | 4,500,000 | |||||||||||
Number of shares issued | 45,000 | |||||||||||
Warrant exercisable term (in years) | 5 years | |||||||||||
Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | Accredited Investors [Member] | ||||||||||||
Number of shares issued | 10,000 | |||||||||||
Amount warrants issued | $ | $ 93,312 | |||||||||||
Number of shares issued on debt conversion | 1,000,000 |
Stock Option Plan and Stock-B_3
Stock Option Plan and Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Expected dividend yield | 0.00% |
Maximum [Member] | |
Risk-free interest rate | 2.30% |
Volatility factor | 219.04% |
Expected life of option | 5 years |
Minimum [Member] | |
Risk-free interest rate | 2.22% |
Volatility factor | 217.60% |
Expected life of option | 1 year 8 months 16 days |
Stock Option Plan and Stock-B_4
Stock Option Plan and Stock-Based Compensation (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | ||
Granted | 4,000,000 | |
Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | ||
Outstanding as of beginning | 9,594,000 | 9,594,000 |
Granted | 4,000,000 | |
Exercised | ||
Options forfeited/cancelled | (410,000) | (4,000,000) |
Outstanding as of end | 9,184,000 | 9,594,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercise Price per Share | ||
Granted | ||
Exercised | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | ||
Outstanding as of beginning | 0.29 | 0.36 |
Granted | 0.12 | |
Exercised | ||
Options forfeited/cancelled | 0.40 | 0.12 |
Outstanding as of end | $ 0.36 | $ 0.29 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value | ||
Outstanding as of beginning | ||
Outstanding as of end | ||
Stock Option [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercise Price per Share | ||
Outstanding as of beginning | $ 0.10 | $ 0.10 |
Granted | 0.06 | |
Options forfeited/cancelled | 0.10 | 0.06 |
Outstanding as of end | 0.10 | 0.10 |
Stock Option [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercise Price per Share | ||
Outstanding as of beginning | 1.21 | 1.21 |
Granted | 0.20 | |
Options forfeited/cancelled | 0.50 | 0.20 |
Outstanding as of end | $ 1.21 | $ 1.21 |
Stock Option Plan and Stock-B_5
Stock Option Plan and Stock-Based Compensation (Details 2) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Exercise Price $0.10 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Options Outstanding [Abstract] | |
Number of Options | shares | 3,500,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.10 |
Weighted Average Remaining Contractual Life (Years) | 3 years 9 months 14 days |
Aggregate Intrinsic Value | $ | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable Options [Abstract] | |
Number of Options | shares | 3,500,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.10 |
Weighted Average Remaining Contractual Life (Years) | 4 years 15 days |
Aggregate Intrinsic Value | $ | |
Exercise Price $0.15 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Options Outstanding [Abstract] | |
Number of Options | shares | 4,000,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.15 |
Weighted Average Remaining Contractual Life (Years) | 1 year 7 months 24 days |
Aggregate Intrinsic Value | $ | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable Options [Abstract] | |
Number of Options | shares | |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.15 |
Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 25 days |
Aggregate Intrinsic Value | $ | |
Exercise Price $0.18 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Options Outstanding [Abstract] | |
Number of Options | shares | 934,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.18 |
Weighted Average Remaining Contractual Life (Years) | 3 years 5 months 23 days |
Aggregate Intrinsic Value | $ | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable Options [Abstract] | |
Number of Options | shares | 934,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.18 |
Weighted Average Remaining Contractual Life (Years) | 3 years 8 months 23 days |
Aggregate Intrinsic Value | $ | |
Exercise Price $0.20 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Options Outstanding [Abstract] | |
Number of Options | shares | 150,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.20 |
Weighted Average Remaining Contractual Life (Years) | 5 years 2 months 27 days |
Aggregate Intrinsic Value | $ | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable Options [Abstract] | |
Number of Options | shares | 150,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.20 |
Weighted Average Remaining Contractual Life (Years) | 5 years 5 months 27 days |
Aggregate Intrinsic Value | $ | |
Exercise Price $0.37 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Options Outstanding [Abstract] | |
Number of Options | shares | 58,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.37 |
Weighted Average Remaining Contractual Life (Years) | 2 years 8 months 5 days |
Aggregate Intrinsic Value | $ | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable Options [Abstract] | |
Number of Options | shares | 58,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.37 |
Weighted Average Remaining Contractual Life (Years) | 2 years 11 months 4 days |
Aggregate Intrinsic Value | $ | |
Exercise Price $0.42 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Options Outstanding [Abstract] | |
Number of Options | shares | 63,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.42 |
Weighted Average Remaining Contractual Life (Years) | 1 year |
Aggregate Intrinsic Value | $ | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable Options [Abstract] | |
Number of Options | shares | 63,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.42 |
Weighted Average Remaining Contractual Life (Years) | 1 year 2 months 30 days |
Aggregate Intrinsic Value | $ | |
Exercise Price $0.69 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Options Outstanding [Abstract] | |
Number of Options | shares | 100,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.69 |
Weighted Average Remaining Contractual Life (Years) | 4 years 2 months 12 days |
Aggregate Intrinsic Value | $ | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable Options [Abstract] | |
Number of Options | shares | 100,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.69 |
Weighted Average Remaining Contractual Life (Years) | 4 years 5 months 12 days |
Aggregate Intrinsic Value | $ | |
Exercise Price $1.21 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Options Outstanding [Abstract] | |
Number of Options | shares | 379,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 1.21 |
Weighted Average Remaining Contractual Life (Years) | 4 years 11 days |
Aggregate Intrinsic Value | $ | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable Options [Abstract] | |
Number of Options | shares | 379,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 1.21 |
Weighted Average Remaining Contractual Life (Years) | 4 years 3 months 11 days |
Aggregate Intrinsic Value | $ | |
Exercise Price $0.10 - $1.21 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Options Outstanding [Abstract] | |
Number of Options | shares | 9,184,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.20 |
Weighted Average Remaining Contractual Life (Years) | 3 years 7 months 6 days |
Aggregate Intrinsic Value | $ | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable Options [Abstract] | |
Number of Options | shares | 5,184,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.20 |
Weighted Average Remaining Contractual Life (Years) | 3 years 7 months 6 days |
Aggregate Intrinsic Value | $ |
Stock Option Plan and Stock-B_6
Stock Option Plan and Stock-Based Compensation (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Non-vested as of beginning | 4,000,000 | 4,000,000 |
Granted | 4,000,000 | |
Forfeited | (4,000,000) | |
Vested | ||
Non-vested as of end | 4,000,000 | 4,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Non-vested as of beginning | $ 0.50 | $ 0.50 |
Granted | 0.12 | |
Forfeited | 0.12 | |
Vested | ||
Non-vested as of end | $ 0.50 | $ 0.50 |
Stock Option Plan and Stock-B_7
Stock Option Plan and Stock-Based Compensation (Details Textual) - USD ($) | Feb. 12, 2018 | Aug. 22, 2016 | Sep. 07, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 01, 2018 | Dec. 31, 2011 | Dec. 31, 2010 |
Stock Option Plan and Stock-Based Compensation (Textual) | |||||||||||
Weighted average fair value of stock options granted (in dollars per share) | $ 0.12 | ||||||||||
Stock-based compensation expense | $ 144,826 | $ 175,076 | |||||||||
Weighted average remaining contractual life for options exercisable | 3 years 7 months 6 days | ||||||||||
Aggregate intrinsic value exercisable | $ 0 | 0 | |||||||||
Aggregate intrinsic value exercised | 0 | 0 | |||||||||
Tax benefit realized | 0 | 0 | |||||||||
Non-Vested Stock Option [Member] | |||||||||||
Stock Option Plan and Stock-Based Compensation (Textual) | |||||||||||
Unrecognized compensation expense | $ 0 | $ 144,991 | |||||||||
Employment Agreement [Member] | Mr. Carl W. Rausch [Member] | |||||||||||
Stock Option Plan and Stock-Based Compensation (Textual) | |||||||||||
Expiration period | 5 years | ||||||||||
Expiration date | Aug. 22, 2026 | ||||||||||
Options available for grant | 6,000,000 | 6,000,000 | |||||||||
Additional options available for grant | 1,500,000 | ||||||||||
Employment Agreement [Member] | Mr. Carl W. Rausch [Member] | Tranche One [Member] | |||||||||||
Stock Option Plan and Stock-Based Compensation (Textual) | |||||||||||
Exercise price (in dollars per share) | $ 0.20 | $ 0.10 | |||||||||
Financing amount | $ 1,000,000 | ||||||||||
Options available for grant | 2,000,000 | 2,000,000 | |||||||||
Employment Agreement [Member] | Mr. Carl W. Rausch [Member] | Tranche Two [Member] | |||||||||||
Stock Option Plan and Stock-Based Compensation (Textual) | |||||||||||
Exercise price (in dollars per share) | $ 0.40 | $ 0.15 | |||||||||
Financing amount | $ 5,000,000 | ||||||||||
Options available for grant | 2,000,000 | 2,000,000 | |||||||||
Employment Agreement [Member] | Mr. Carl W. Rausch [Member] | Tranche Three [Member] | |||||||||||
Stock Option Plan and Stock-Based Compensation (Textual) | |||||||||||
Exercise price (in dollars per share) | $ 0.60 | $ 0.15 | |||||||||
Options available for grant | 2,000,000 | 2,000,000 | |||||||||
2010 Stock Plan [Member] | |||||||||||
Stock Option Plan and Stock-Based Compensation (Textual) | |||||||||||
Increased number of common stock | 7,500,000 | ||||||||||
Options outstanding | 250,000 | 250,000 | |||||||||
Options available for grant | 7,250,000 | 5,000,000 | |||||||||
2011 Stock Plan [Member] | |||||||||||
Stock Option Plan and Stock-Based Compensation (Textual) | |||||||||||
Increased number of common stock | 12,000,000 | 17,500,000 | |||||||||
Options outstanding | 8,934,000 | 9,344,000 | |||||||||
Options available for grant | 8,566,000 | 2,100,000 | |||||||||
2011 Stock Incentive Plan [Member] | Ms. Loraine Upham [Member] | |||||||||||
Stock Option Plan and Stock-Based Compensation (Textual) | |||||||||||
Vesting period | 3 years | ||||||||||
Expiration period | 5 years | ||||||||||
Options available for grant | 4,000,000 | ||||||||||
2011 Stock Incentive Plan [Member] | Ms. Loraine Upham [Member] | Tranche One [Member] | |||||||||||
Stock Option Plan and Stock-Based Compensation (Textual) | |||||||||||
Exercise price (in dollars per share) | $ 0.06 | ||||||||||
Options available for grant | 1,333,334 | ||||||||||
2011 Stock Incentive Plan [Member] | Ms. Loraine Upham [Member] | Tranche Two [Member] | |||||||||||
Stock Option Plan and Stock-Based Compensation (Textual) | |||||||||||
Exercise price (in dollars per share) | $ 0.10 | ||||||||||
Options available for grant | 1,333,333 | ||||||||||
2011 Stock Incentive Plan [Member] | Ms. Loraine Upham [Member] | Tranche Three [Member] | |||||||||||
Stock Option Plan and Stock-Based Compensation (Textual) | |||||||||||
Exercise price (in dollars per share) | $ 0.20 | ||||||||||
Options available for grant | 1,333,333 |
Related Party Transactions (Det
Related Party Transactions (Details) - CJY Holdings Limited [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Principal balance | $ 1,402,000 | $ 1,402,000 |
Debt discount | (30,332) | |
Outstanding, net of debt | $ 1,402,000 | $ 1,371,668 |
Related Party Transactions (D_2
Related Party Transactions (Details Textual) - USD ($) | May 31, 2019 | Jun. 12, 2018 | Oct. 16, 2017 | Oct. 06, 2017 | Apr. 26, 2017 | Mar. 02, 2015 | May 07, 2012 | Sep. 18, 2019 | Dec. 31, 2017 | Sep. 30, 2015 | May 31, 2014 | Jun. 24, 2011 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2019 | Jun. 30, 2019 | Jun. 12, 2019 | Apr. 04, 2019 | Mar. 31, 2019 | Feb. 11, 2019 | Jan. 17, 2019 | Dec. 07, 2018 | Nov. 05, 2018 | Oct. 04, 2018 | Sep. 30, 2016 |
Related Party Transactions (Textual) | |||||||||||||||||||||||||||||
Notes payable - related parties | $ 1,948,429 | $ 758,257 | |||||||||||||||||||||||||||
Proceeds from shares converted | $ 275,000 | ||||||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.23 | $ 0.16 | $ 0.17 | ||||||||||||||||||||||||||
Description of maturity date | The notes are due on various dates through October 29, 2020, including the $305,937 note which was due on September 26, 2019 and is currently in default. | ||||||||||||||||||||||||||||
Loss on extinguishment | $ 2,374 | ||||||||||||||||||||||||||||
Debt accrued interest | 80,546 | 7,984 | |||||||||||||||||||||||||||
Convertible notes payable, description | The Company borrowed $30,000 increasing the total amount of notes payable to $404,500 which remain outstanding at December 31, 2019. The notes payable are due on various dates through November 18, 2020 including $174,500 which came due on during 2019 and are currently in default. Interest accrues on the WTE2 Notes at the rate of 10.0% per annum. | ||||||||||||||||||||||||||||
10.0% Note Payable Due on June 12, 2019 [Member] | World Technology East II Limited [Member] | HONG KONG [Member] | |||||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||||
Proceeds from promissory notes | $ 1,000,000 | ||||||||||||||||||||||||||||
Notes payable - related parties | 324,500 | $ 374,500 | $ 324,500 | ||||||||||||||||||||||||||
Face amount | $ 50,000 | $ 100,000 | 174,500 | $ 50,000 | $ 100,000 | $ 50,000 | $ 224,500 | $ 20,000 | $ 30,000 | $ 15,000 | $ 15,000 | $ 44,500 | |||||||||||||||||
Description of maturity date | May 31, 2020 | ||||||||||||||||||||||||||||
Debt accrued interest | 37,516 | 6,843 | |||||||||||||||||||||||||||
CJY Holdings Limited [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||||
Number of shares issued | 4,000,000 | 10,000,000 | |||||||||||||||||||||||||||
Proceeds from shares converted | $ 50,000 | $ 500,000 | |||||||||||||||||||||||||||
Accrued interest to related party | $ 150,000 | ||||||||||||||||||||||||||||
Face amount | $ 750,000 | ||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.05 | ||||||||||||||||||||||||||||
Convertible debenture, conversion feature | $ 1,642,000 | ||||||||||||||||||||||||||||
Bridge financing | $ 1,600,000 | ||||||||||||||||||||||||||||
Description of maturity date | August 2018 | ||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 0.05 | $ 0.05 | |||||||||||||||||||||||||||
Loss on extinguishment | $ 155,459 | $ 15,354 | |||||||||||||||||||||||||||
Conversion feature interest expense | $ 0 | 261,656 | |||||||||||||||||||||||||||
CJY Holdings Limited [Member] | Securities Purchase Agreement [Member] | Agreement 2015 [Member] | |||||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||||
Face amount | $ 1,200,000 | ||||||||||||||||||||||||||||
CJY Holdings Limited [Member] | Securities Purchase Agreement [Member] | Agreement 2016 [Member] | |||||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||||
Face amount | $ 1,752,000 | ||||||||||||||||||||||||||||
CJY Holdings Limited [Member] | Securities Purchase Agreement [Member] | 6% Subordinated Convertible Debenture [Member] | |||||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||||
Proceeds from promissory notes | $ 200,000 | ||||||||||||||||||||||||||||
Number of shares issued | 2,000,000 | ||||||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.10 | ||||||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.10 | ||||||||||||||||||||||||||||
Convertible debenture, conversion feature | $ 186,939 | ||||||||||||||||||||||||||||
Amortization of the beneficial conversion feature | $ 30,332 | 92,842 | |||||||||||||||||||||||||||
Description of maturity date | Mature two years from issuance. | ||||||||||||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||||||||||
Warrants issued | 500,000 | ||||||||||||||||||||||||||||
Payments for warrants | $ 50,000 | ||||||||||||||||||||||||||||
Warrant expiration period | 5 years | ||||||||||||||||||||||||||||
Description of conversion feature | The conversion price is subject to adjustment for stock dividends and stock splits. In addition, if after the original issue date of the Debentures, either (i) the volume weighted average price equals or exceeds $0.50 for 10 consecutive trading days or (ii) the Company elects to list a class of securities on a national securities exchange, the Company may cause CJY to convert all or part of the then outstanding principal amount of the Debentures plus, accrued but unpaid interest, liquidated damages and other amounts owed. | ||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 0.10 | ||||||||||||||||||||||||||||
Percentge of maximum conversion or exercise | 4.99% | ||||||||||||||||||||||||||||
CJY Holdings Limited [Member] | Securities Purchase Agreement [Member] | 6% Subordinated Convertible Debenture [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||||
Face amount | $ 1,000,000 | ||||||||||||||||||||||||||||
CJY Holdings Limited [Member] | Securities Purchase Agreement [Member] | 6% Subordinated Convertible Debenture [Member] | Warrant [Member] | |||||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 0.10 | ||||||||||||||||||||||||||||
Dr. David Platt [Member] | |||||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||||
Advance from related party | $ 257,820 | ||||||||||||||||||||||||||||
Interest rate | 6.50% | ||||||||||||||||||||||||||||
Notes payable - related parties | $ 297,820 | ||||||||||||||||||||||||||||
Offsetting reimbursement amount against accrued interest | $ 82,355 | ||||||||||||||||||||||||||||
Recognized cost of indemnification | $ 182,697 | ||||||||||||||||||||||||||||
Accrued interest to related party | $ 80,815 | $ 59,650 | |||||||||||||||||||||||||||
Description of maturity date | June 29, 2013 | ||||||||||||||||||||||||||||
Dr. David Platt [Member] | Promissory Notes [Member] | |||||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||||
Interest rate | 6.50% | ||||||||||||||||||||||||||||
Proceeds from promissory notes | $ 40,000 | ||||||||||||||||||||||||||||
Description of maturity date | June 30, 2013 | ||||||||||||||||||||||||||||
Dr. David Platt [Member] | Separation Agreement [Member] | |||||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||||
Milestone separation benefits | $ 1,000,000 | ||||||||||||||||||||||||||||
Reimbursement amount for indemnification | 150,000 | ||||||||||||||||||||||||||||
Payment of outside legal expenses | $ 50,000 | ||||||||||||||||||||||||||||
Expense associated with indemnification | $ 63,296 | $ 119,401 | |||||||||||||||||||||||||||
Recognized cost of indemnification | $ 182,697 | ||||||||||||||||||||||||||||
Advance Pharmaceutical Company Ltd. [Member] | Licensing And Manufacturing Agreement [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||||
Number of shares issued | 1,799,800 | 1,799,800 | |||||||||||||||||||||||||||
Royalty payments, percentage | 10.00% | ||||||||||||||||||||||||||||
Former President [Member] | |||||||||||||||||||||||||||||
Related Party Transactions (Textual) | |||||||||||||||||||||||||||||
Notes payable - related parties | $ 277,820 | ||||||||||||||||||||||||||||
Repayment of notes payable to related party | $ 20,000 |
Related Party Transactions (D_3
Related Party Transactions (Details Textual 1) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2019 | Jul. 02, 2019 | Jun. 30, 2019 | Apr. 12, 2019 | Sep. 26, 2018 | |
Related Party Transactions (Textual) | ||||||||
Accrued interest | $ 80,546 | $ 7,984 | ||||||
Debt note ,decsription | The notes are due on various dates through October 29, 2020, including the $305,937 note which was due on September 26, 2019 and is currently in default. | |||||||
Notes payable - related parties | $ 1,948,429 | 758,257 | ||||||
CJY Holdings Limited [Member] | HONG KONG [Member] | Chi Heng Cheng [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Share price (in dollars per share) | $ 0.10 | |||||||
Face amount | $ 947,108 | $ 194,356 | $ 157,671 | $ 595,081 | $ 289,144 | $ 305,937 | ||
Interest rate, percenatge | 10.00% | |||||||
Notes payable - related parties | $ 1,266,108 | |||||||
Repayment of notes payable to related party | $ 319,000 | |||||||
Accounts Payable [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Amounts due shareholders, officers and directors | 152,302 | 121,453 | ||||||
Accrued Expenses [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Amounts due shareholders, officers and directors | $ 1,097,974 | $ 779,545 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | 21.00% | 23.90% |
State taxes, net of federal benefit | 5.00% | 5.00% |
Federal research and development tax credit | 0.30% | 0.30% |
Other | 4.50% | 4.50% |
Change in deferred tax asset valuation allowance | (30.80%) | (33.70%) |
Effective income tax rate | 0.00% | 0.00% |
Provision for Income Taxes (D_2
Provision for Income Taxes (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 6,206,314 | $ 4,964,400 |
Tax credit carryforwards | 197,747 | 112,200 |
Non-qualified stock options | 862,413 | 832,000 |
Gross deferred tax assets | 7,266,474 | 5,908,600 |
Valuation allowance | (7,266,474) | (5,908,600) |
Net deferred tax assets |
Provision for Income Taxes (D_3
Provision for Income Taxes (Details Textual) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Provision for Income Taxes (Textual) | |
Net operating loss carryforwards | $ 26,700,000 |
Research and development tax credit carryforwards | 197,747 |
Valuation allowance | $ 1,357,874 |
Corporation rate, percentage | 50.00% |
Provision for income taxes, description | Begin to expire in years 2035 and 2020, respectively. The Company also has estimated available research and development tax credit carryforwards for federal income tax purposes of $197,747, which begin to expire in year 2032. |
Income tax, period | P3Y |
Commitments and Contingencies (
Commitments and Contingencies (Details) | May 01, 2018USD ($)shares | Mar. 01, 2018$ / sharesshares | Feb. 12, 2018USD ($)Tranches$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Oct. 16, 2019USD ($) |
Commitments and Contingencies (Textual) | ||||||
Recognized rent (credit) expense | $ | $ 1,500 | $ 3,600 | ||||
Number of shares issued, value | $ | $ 275,000 | |||||
Accrued expenses | $ | 400,000 | |||||
Damages claimed | $ | $ 18,000 | |||||
CureDM Group Holdings, LLC [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Net proceeds equity financing | $ | $ 1,000,000 | |||||
Description of contribution agreement | The Company entered into a Contribution Agreement with the members of CureDM Group Holdings, LLC, a limited liability company, all of which except five are accredited investors ("CureDM Group Members") pursuant to which the CureDM Group Members agreed to contribute 100% of the outstanding securities. | |||||
Mr. Carl W. Rausch [Member] | Stock Option [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Number of option granted | shares | 6,000,000 | |||||
Share price (in dollars per share) | $ / shares | $ 0.10 | |||||
Description of reduction in exercise price | First tranche of 2,000,000 will be exercisable at $0.10 per share and the second and third tranches of 2,000,000 will be exercisable at $0.15 per share. | |||||
Ms. Loraine Upham [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Annual salary | $ | $ 200,000 | |||||
Description of accrual salary and bonus after achieving certain milestone | Ms. Upham's salary shall accrue until the Company has raised a minimum of $1,250,000. Ms. Upham is eligible for bonuses as determined by the Board of Directors. These include a bonus of $20,000 is to be paid upon the Company successfully raising $1,250,000 through the sale of equity; an annual performance bonus based on milestones related to clinical progress, partnering and fund raising success to be established by the Board of Directors or the Compensation Committee, if in existence on an annual basis. | |||||
Ms. Loraine Upham [Member] | 2011 Stock Plan [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Number of option granted | shares | 4,000,000 | |||||
Vesting period | 3 years | |||||
Ms. Loraine Upham [Member] | 2011 Stock Plan [Member] | Tranche One [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Number of option granted | shares | 1,333,334 | |||||
Share price (in dollars per share) | $ / shares | $ 0.06 | |||||
Ms. Loraine Upham [Member] | 2011 Stock Plan [Member] | Tranche Two [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Number of option granted | shares | 1,333,333 | |||||
Share price (in dollars per share) | $ / shares | $ 0.10 | |||||
Ms. Loraine Upham [Member] | 2011 Stock Plan [Member] | Tranche Three [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Number of option granted | shares | 1,333,333 | |||||
Share price (in dollars per share) | $ / shares | $ 0.20 | |||||
Corporate Advisory Agreement [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Agreement term | 1 year | |||||
Number of shares issued | shares | 3,000,000 | |||||
Number of shares issued at time of delivered | shares | 1,600,000 | |||||
Description option to renew | Additional six months. | |||||
Monthly fee | $ | $ 6,500 | |||||
Number of shares issued, value | $ | 211,600 | |||||
Number of shares issued at time of delivered upon execution | shares | 1,400,000 | |||||
Monthly installments shares | shares | 400,000 | |||||
Accrued expenses | $ | $ 110,500 | |||||
Contribution Agreement [Member] | CureDM Group Holdings, LLC [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Number of shares issued | shares | 47,741,140 | |||||
Number of shares issued at time of delivered | shares | 25,000,000 | |||||
Number of shares issued at time of milestone | shares | 22,741,140 | |||||
Number of shares issued per tranche | shares | 5,685,285 | |||||
Number of tranches for delivered | Tranches | 4 | |||||
Employment Agreement [Member] | Mr. Carl W. Rausch [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Amount of signing bonus | $ | $ 60,000 | |||||
Agreement term | 3 years | |||||
Annual salary | $ | $ 224,000 | |||||
Increase in annual salary upon relocating United States | $ | 264,000 | |||||
Increase in annual salary upon company listed on a national exchange | $ | $ 20,000 | |||||
Employment Agreement [Member] | Mr. Carl W. Rausch [Member] | Stock Option [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Number of option granted | shares | 6,000,000 | |||||
Expiration period | 5 years | |||||
Description of vesting | Earned and vested in three equal tranches of 2,000,000 upon the Company raising $1,000,000 in financing, the Company raising $5,000,000 in financing and the Company entering into a significant corporate alliance for substantial marketing and selling of the Company's product portfolio. The initial tranche shall be exercisable at $0.20 per share, the second tranche will be $0.40 per share and the third tranche shall be $0.60 per share | |||||
Employment Agreement [Member] | Ms. Loraine Upham [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Annual salary | $ | $ 188,716 | |||||
Options term | 5 years |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Jun. 03, 2020 | May 29, 2020 |
Subsequent Events (Textual) | ||
Debt borrowing from related party | $ 300,000 | |
Debt due period | Twelve months | |
Note bears interest Rate | 10.00% |