Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 17, 2021 | Jun. 30, 2019 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | BioRestorative Therapies, Inc. | ||
Entity Central Index Key | 0001505497 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,040,483 | ||
Entity Common Stock, Shares Outstanding | 3,016,743,991 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 1,664 | $ 117,523 |
Accounts receivable | 32,000 | 29,000 |
Prepaid expenses | 35,199 | 34,464 |
Total Current Assets | 68,863 | 180,987 |
Equipment, net | 68,402 | 175,235 |
Right of use asset | 589,894 | |
Intangible assets, net | 739,164 | 814,059 |
Security deposit | 22,100 | |
Total Assets | 1,466,323 | 1,192,381 |
Current Liabilities: | ||
Accounts payable | 1,954,427 | 1,893,827 |
Accrued expenses and other current liabilities | 2,921,164 | 2,302,176 |
Accrued interest | 697,658 | 338,619 |
Lease liability | 85,465 | |
Current portion of notes payable, net of debt discount of $1,247,422 and $936,866, respectively | 7,145,906 | 3,625,659 |
Derivative liabilities | 915,959 | 1,094,607 |
Total Current Liabilities | 13,720,579 | 9,254,888 |
Accrued expenses, non-current portion | 36,500 | |
Accrued interest, non-current portion | 18,137 | |
Lease liability | 521,890 | |
Notes payable, net of debt discount of $0 and $75,497, respectively | 523,894 | |
Total Liabilities | 14,242,469 | 9,833,419 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Preferred stock, $0.01 par value; Authorized, 20,000,000 shares; none issued and outstanding at December 31, 2019 and 2018 | ||
Common stock, $0.0001 par value; Authorized, 300,000,000,000 shares; Issued and outstanding 77,851,633 and 11,728,394, respectively | 7,787 | 1,175 |
Additional paid in capital | 65,786,213 | 55,280,043 |
Accumulated deficit | (78,570,146) | (63,922,256) |
Total Stockholders' Deficit | (12,776,146) | (8,641,038) |
Total Liabilities and Stockholders' Deficit | $ 1,466,323 | $ 1,192,381 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Notes payable current, debt discount | $ 1,247,422 | $ 936,866 |
Notes payable non-current, debt discount | $ 0 | $ 75,497 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000,000 | 300,000,000,000 |
Common stock, shares issued | 77,851,633 | 11,728,394 |
Common stock, shares outstanding | 77,851,633 | 11,728,394 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 130,000 | $ 111,000 |
Operating expenses: | ||
Marketing and promotion | 321,280 | 352,204 |
Consulting | 1,912,683 | 1,870,829 |
Research and development | 1,722,338 | 1,513,150 |
General and administrative | 4,605,704 | 4,022,469 |
Total operating expenses | 8,562,005 | 7,758,652 |
Loss from operations | (8,432,005) | (7,647,652) |
Other expense: | ||
Interest expense | (1,467,952) | (932,187) |
Amortization of debt discount | (3,671,087) | (2,289,591) |
Loss on extinguishment of notes payable, net | (1,895,116) | (1,415,950) |
Change in fair value of derivative liabilites | 788,970 | (229,323) |
Warrant modification expense | (3,100) | |
Other income | 29,300 | |
Total other expense | (6,215,885) | (4,870,151) |
Net loss | $ (14,647,890) | $ (12,517,803) |
Net Loss Per Share | ||
- Basic and Diluted | $ (0.66) | $ (1.64) |
Weighted Average Number of Common Shares Outstanding | ||
- Basic and Diluted | 22,277,350 | 7,630,112 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 611 | $ 44,567,274 | $ (51,404,453) | $ (6,836,568) |
Balance, shares at Dec. 31, 2017 | 6,112,473 | |||
Shares and warrants issued for cash | $ 7 | 99,993 | 100,000 | |
Shares and warrants issued for cash, shares | 70,000 | |||
Exercise of warrant for purchase of common stock | $ 21 | 414,147 | 414,168 | |
Exercise of warrant for purchase of common stock, shares | 207,084 | |||
Shares and warrants issued in satisfaction of accrued consulting services | $ 8 | 80,180 | 80,188 | |
Shares and warrants issued in satisfaction of accrued consulting services, shares | 75,250 | |||
Conversion of notes payable and accrued interest into common stock | $ 10 | 110,626 | 110,636 | |
Conversion of notes payable and accrued interest into common stock, shares | 97,424 | |||
Shares issued in exchange for notes payable and accrued interest | $ 504 | 7,214,862 | 7,215,366 | |
Shares issued in exchange for notes payable and accrued interest, shares | 5,031,914 | |||
Shares and warrants issued or modified and recorded as debt discount in connection with notes payable issuances or extensions | $ 10 | 384,425 | 384,435 | |
Shares and warrants issued or modified and recorded as debt discount connection with notes payable issuances or extensions, shares | 99,249 | |||
Beneficial conversion features related to convertible notes payable | 69,394 | 69,394 | ||
Warrant modifications | 3,100 | 3,100 | ||
Reclassification of derivative liabilities to equity | 105,187 | 105,187 | ||
Stock-based compensation: common stock | $ 4 | 52,496 | 52,500 | |
Stock-based compensation: common stock, shares | 35,000 | |||
Stock-based compensation: options and warrants | 2,178,359 | 2,178,359 | ||
Net loss | (12,517,803) | (12,517,803) | ||
Balance at Dec. 31, 2018 | $ 1,175 | 55,280,043 | (63,922,256) | (8,641,038) |
Balance, shares at Dec. 31, 2018 | 11,728,394 | |||
Shares and warrants issued for cash | $ 566 | 254,346 | 254,912 | |
Shares and warrants issued for cash, shares | 5,663,301 | |||
Shares issued in satisfaction of accrued consulting services | $ 1 | 7,199 | 7,200 | |
Shares issued in satisfaction of accrued consulting services, shares | 10,000 | |||
Exercise of warrant for purchase of common stock | ||||
Shares issued in exchange for notes payable and accrued interest | $ 6,029 | 5,715,331 | 5,721,360 | |
Shares issued in exchange for notes payable and accrued interest, shares | 60,296,065 | |||
Shares issued and recorded as debt discount in connection with notes payable issuances or extensions | $ 8 | 61,212 | 61,220 | |
Shares issued and recorded as debt discount in connection with notes payable issuances or extensions, shares | 78,873 | |||
Reclassification of derivative liabilities to equity | 2,809,565 | 2,809,565 | ||
Stock-based compensation: common stock | $ 8 | 29,992 | 30,000 | |
Stock-based compensation: common stock, shares | 75,000 | |||
Stock-based compensation: options and warrants | 1,628,525 | 1,628,525 | ||
Net loss | (14,647,890) | (14,647,890) | ||
Balance at Dec. 31, 2019 | $ 7,787 | $ 65,786,213 | $ (78,570,146) | $ (12,776,146) |
Balance, shares at Dec. 31, 2019 | 77,851,633 |
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 | $ (14,647,890) | $ (12,517,803) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 3,671,087 | 2,289,591 |
Accretion of interest expense | 548,026 | 624,041 |
Depreciation and amortization | 217,359 | 240,372 |
Stock-based compensation | 1,658,524 | 2,399,385 |
Loss on extinguishment of note payables, net | 1,895,116 | 1,415,950 |
Loss on settlement of payables | (29,300) | (2,812) |
Change in fair value of derivative liabilities | (788,970) | 229,323 |
Consulting services provided in exchange for notes payable | 260,000 | |
Warrant modification expense | 3,100 | |
Non-cash effect of righ of use asset | 17,461 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,000) | 9,000 |
Prepaid assets and other current assets | (735) | (4,434) |
Security deposit | 22,100 | |
Accounts payable | 97,099 | (516,117) |
Accrued interest, expenses and other current liabilities | 424,389 | 465,775 |
Net cash used in operating activities | (6,918,734) | (5,104,629) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (35,631) | (12,869) |
Net cash used in investing activities | (35,631) | (12,869) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 10,888,339 | 5,057,475 |
Payments on notes payable | (4,894,604) | (863,302) |
Payments on notes payable - prepayment premiums | (813,730) | |
Advances from officers and a family member of an officer | 38,500 | |
Payments on officers and a family member of an officer | (38,500) | |
Proceeds from exercise of warrants | 414,168 | |
Sales of common stock and warrants for cash | 1,658,500 | 175,000 |
Net cash provided by financing activities | 6,838,505 | 4,783,341 |
Net decrease in cash and cash equivalents | (115,859) | (334,157) |
Cash and cash equivalents - beginning of year | 117,523 | 451,680 |
Cash and cash equivalents - end of year | 1,664 | 117,523 |
Supplemental cash flow information: | ||
Interest | 355,326 | 44,787 |
Non-cash investing and financing activities: | ||
Warrant modifications | 3,100 | |
Shares and warrants issued or modified and recorded as debt discount in connection with notes payable issuances and extensions | 61,220 | 384,435 |
Shares issued in exchange for notes payable and accrured interest | 5,721,360 | 7,215,366 |
Conversion of notes payable and accrued interest into common stock | 110,636 | |
Shares and warrants issued in satisfaction of accrued consulting and director services | 7,200 | 80,188 |
Reclassification of derivative liabilities to equity | 2,809,565 | 105,187 |
Bifurcated embedded conversion options recorded as debt discount | 5,216,650 | 3,181,376 |
Beneficial conversion features recorded as debt discount | 69,394 | |
Consulting services provided in exchange for notes payable | 260,000 | |
Sale of warrants recorded as derivative liabilities | 1,403,588 | 75,000 |
Warrants and options issued for consulting services recorded as derivative liabilities | 168,526 | |
Write-offs of fully depreciated property recorded as derivative liabilities and equipment | 101,423 | |
Right of use asset and lease liability recorded upon adoption of ASC 842 | $ 638,246 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 – organization and business operations Corporate History BioRestorative Therapies, Inc. has one wholly-owned subsidiary, Stem Pearls, LLC (“Stem Pearls”). BioRestorative Therapies, Inc. and its subsidiary are referred to collectively as “BRT” or the “Company”. On March 20, 2020 (the “Petition Date”), the Company filed a voluntary petition commencing a case (the “Chapter 11 Case”) under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of New York (the “Bankruptcy Court”). On August 7, 2020 the Company and Auctus Fund, LLC (“Auctus”), the Company’s largest unsecured creditor and a stockholder as of the Petition Date, filed an Amended Joint Plan of Reorganization (the “Plan”) and on October 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, as amended. Amendments to the Plan are reflected in the Confirmation Order. On November 16, 2020 (the “Effective Date”), the Plan became effective. See Note 13 – Subsequent Events for additional information. Business Operations BRT develops therapeutic products and medical therapies using cell and tissue protocols, primarily involving adult stem cells. BRT’s website is at www.biorestorative.com BRTX-100 |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2019 | |
Liquidity | |
Liquidity | NOTE 2 – LIQUIDITY The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At December 31, 2018, the Company had a working capital deficiency and a stockholders’ deficiency of $9,073,901 and $8,641,038, respectively. During the year ended December 31, 2018 the Company incurred a net loss of $12,517,803. These conditions indicate that there was substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statement issuance date for the year ended December 31, 2018. At December 31, 2019, the Company had a significant accumulated deficit of approximately $78,570,000 and working capital deficiency of approximately $13,652,000. For the year ended December 31, 2019, the Company had a loss from operations of approximately $8,432,000 and negative cash flows from operations of approximately $6,919,000. The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2021, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company has previously funded, and plans to continue funding, these losses primarily through additional infusions of cash from equity and debt financing. The Company believes the following has been able to mitigate the above factors with regards to its ability to continue as a going concern: (i) as part of its Chapter 11 reorganization approximately $14,700,000 in outstanding debt and other liabilities were exchanged for (a) shares of common stock, (b) new convertible notes or (c) new convertible notes and warrants to purchase shares of common stock; (ii) the Company secured DIP financing during its Chapter 11 Case in the amount of $1,189,413 as well as an aggregate amount of $3,848,548 in debt financing from Auctus and others as part of the Company’s Chapter 11 reorganization, to sustain operations; (iii) the Company obtained equity and debt financing in the aggregate amount of $451,762 subsequent to December 31, 2019 and prior to the commencement of the Chapter 11 reorganization case; and (iv) pursuant to the plan of reorganization, Auctus is required to loan to the Company, as needed and subject to the Company becoming current in its SEC reporting obligations, an additional amount equal to $3,500,000, less the amount of Auctus’ DIP financing ($1,226,901, inclusive of accrued interest) and its DIP costs. As a result of the above, the Company has sufficient cash to fund operations for the twelve months subsequent to the filing date. In addition, the Company is seeking further funding to commence and complete a Phase 2 clinical study of the use of BRTX-100. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with GAAP. The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Stem Pearls. Intercompany accounts and transactions have been eliminated upon consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the consolidated financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates which may cause the Company’s future results to be affected. Concentrations The royalties related to the Company’s sublicense comprised all of the Company’s revenue during the years ended December 31, 2019 and 2018. See “Revenue” below. During the years ended December 31, 2019 and 2018, 30% and 23.1% of the Company’s debt financings were from one lender. Revenue The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which the Company adopted beginning on January 1, 2019, utilizing the modified retrospective method. The approach was applied to contracts that were in process as of January 1, 2019. Prior to January 1, 2019, the Company accounted for revenue under ASC Topic 605, Revenue Recognition, and recognized revenue when the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the price is fixed and determinable; and (4) collectability is reasonably assured. The adoption of ASC Topic 606 did not have an impact on the Company’s reported revenue or contracts in process at January 1, 2019. The reported results for the fiscal year 2019 reflect the application of ASC Topic 606. The Company derives all of its revenue pursuant to a license agreement between the Company and a stem cell treatment company (“SCTC”) entered into in January 2012, as amended in November 2015. Pursuant to the license agreement, the SCTC granted to the Company a license to use certain intellectual property related to, among other things, stem cell disc procedures and the Company has granted to the SCTC a sublicense to use, and the right to sublicense to third parties the right to use, in certain locations in the United States and the Cayman Islands, certain of the licensed intellectual property. In consideration of the sublicenses, the SCTC has agreed to pay the Company royalties on a per disc procedure basis. The Company’s contracted transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts have a single performance obligation which is not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company’s performance obligation is satisfied upon the transfer of risk of loss to the customer. All sales have fixed pricing and there are currently no variable components included in the Company’s revenue. The timing of the Company’s revenue recognition may differ from the timing of receiving royalty payments. A receivable is recorded when revenue is recognized prior to receipt of a royalty payment and the Company has an unconditional right to the royalty payment. Alternatively, when a royalty payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. During the years ended December 31, 2019 and 2018, the Company recognized $130,000 and $111,000, respectively, of revenue related to the Company’s sublicenses. Practical Expedients As part of ASC Topic 606, the Company has adopted several practical expedients including: ● Significant Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less. ● Unsatisfied Performance Obligations – all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 60 and therefore, is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. ● Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date the Company may recognize revenue in the amount to which the entity has a right to invoice. Contract Modifications There were no contract modifications during the years ended December 31, 2019 and 2018. Contract modifications are not routine in the performance of the Company’s contracts. Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of December 31, 2019 or 2018. Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for doubtful accounts. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. The Company provides for allowances for doubtful receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. The Company did not record an allowance for doubtful accounts as of December 31, 2019 and 2018, respectively. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally three to fifteen years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Computer equipment costs are capitalized, as incurred, and depreciated on a straight-line basis over a range of 3 – 5 years. Leasehold improvements are amortized over the lesser of (i) the useful life of the asset, or (ii) the remaining lease term. Maintenance and repairs are charged to expense as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the years ended December 31, 2019 and 2018, Intangible Assets The Company records its intangible assets at cost in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $321,280 and $352,204 for the years ended December 31, 2019 and 2018, respectively, and are recorded in marketing and promotion on the statement of operations. Fair Value Measurements As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. See Note 9 – Derivative Liabilities for additional details regarding the valuation technique and assumptions used in valuing Level 3 inputs. Fair Value of Financial Instruments The carrying value of cash, accounts receivable, accounts payable and accrued expenses, and other current liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of notes approximate the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Company’s debt and interest payable on the notes approximates the Company’s incremental borrowing rate. Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. All vested outstanding options and warrants are considered potential common stock. The dilutive effect, if any, of stock options and warrants are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, options, warrants, and convertible notes have been excluded from the Company’s computation of net loss per common share for the years ended December 31, 2019 and 2018. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: Year Ended December 31, 2019 2018 Options 4,879,617 4,703,785 Warrants 8,379,177 3,483,403 Convertible notes 501,549,663 (1) 9,200,062 (1) Total 514,808,457 17,387,250 (1) As of December 31, 2019 and 2018, many of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 225,023,100 and 57,019,880 shares of common stock reserved for future note conversions as of December 31, 2019 and 2018, respectively. Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. Since the shares underlying the Company’s 2010 Equity Participation Plan (the “Plan”) are registered, the Company estimates the fair value of the awards granted under the Plan based on the market value of its freely tradable common stock as reported on the OTCQB market. On February 3, 2020, the Company was advised by OTC Markets Group that, based upon the closing bid price of the Company’s common stock being less than $0.001 per share for five consecutive trading days, the Company’s common stock was moved from the OTCQB Market to the Pink Market effective at market open on February 10, 2020. The fair value of the Company’s restricted equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. Awards granted to directors are treated on the same basis as awards granted to employees. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. Convertible Instruments The Company bifurcates conversion options from their host instruments and accounts 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. 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 (the beneficial conversion feature) 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. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or 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. The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax assets will not be realized. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. Derivative Financial Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) ASC. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options (“ECOs”) and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. Conversion options are recorded as a discount to the host instrument and are amortized as amortization of debt discount on the consolidated financial statements over the life of the underlying instrument. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Multinomial Lattice Model and Black-Scholes Model were used to estimate the fair value of the ECOs of convertible notes payable, the warrants, and stock options that are classified as derivative liabilities on the consolidated balance sheets. The models include subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the actual volatility during the most recent historical period of time equal to the weighted average life of the instruments. Sequencing Policy Under ASC 815-40-35 (“ASC 815”), the Company has adopted a sequencing policy, whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities to the Company’s employees and directors, or to compensate grantees in a share-based payment arrangement, are not subject to the sequencing policy. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard, which the Company adopted on January 1, 2019, was applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The adoption of ASU 2016 - 02 did not have a material impact on the Company’s financial statements and related disclosures. A lease is defined as a contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On January 1, 2019, the Company adopted ASC 842 and it primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee. In accordance with ASC 842, Leases ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Leases in which the Company is the lessee are comprised of office rental. All of the leases are classified as operating leases. The Company has a lease agreement for office space with a remaining term of five years as of December 31, 2019. Recent Accounting Pronouncements In January 2017, FASB issued Accounting Standards Update (ASU) 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminated the calculation of implied goodwill fair value. Instead, companies will record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. This guidance simplifies the accounting as compared to prior GAAP. The guidance is effective for fiscal years beginning after December 15, 2019. The Company does not expect the implementation of this new pronouncement to have a material impact on its consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” This guidance simplifies the accounting for non-employee share-based payment transactions. The amendments specify that ASC 718 applies to all share-based payment transactions in which a grantor acquires goods and services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606, “Revenue from Contracts with Customers.” This standard, adopted as of January 1, 2019, had no material impact on the Company’s consolidated financial statements for the year ended December 31, 2019. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consists of the following: December 31, 2019 December 31, 2018 Medical equipment $ 352,133 $ 345,963 Furniture and fixtures 123,487 120,925 Computer software and equipment 107,648 80,748 Office equipment 12,979 12,979 Leasehold improvements 304,661 304,661 900,908 865,276 Less: accumulated depreciation (832,506 ) (690,041 ) Property and equipment, net $ 68,402 $ 175,235 Total depreciation expense for the years ended December 31, 2019 and 2018 was $142,465 and $165,481, respectively. Depreciation expense is reflected in general and administrative expenses and research and development expenses in the consolidated statement of operations. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 5 – INTANGIBLE ASSETS The Company is a party to a license agreement with the SCTC (as amended) (the “SCTC Agreement”). Pursuant to the SCTC Agreement, the Company obtained, among other things, a worldwide, exclusive, royalty-bearing license from the SCTC to utilize or sublicense a certain medical device patent for the administration of specific cells and/or cell products to the disc and/or spine (and other parts of the body) and a worldwide (excluding Asia and Argentina), exclusive, royalty-bearing license to utilize or sublicense a certain method for culturing cells. Pursuant to the license agreement with the SCTC, unless certain performance milestones had been or are satisfied, the Company would have been required to pay to the SCTC $150,000 by April 2017 and an additional $250,000 by April 2019 in order to maintain its exclusive rights with regard to the disc/spine technology. In February 2017, the Company received authorization from the Food and Drug Administration (the “FDA”) to proceed with a Phase 2 clinical trial. Based upon such authorization, the Company has satisfied a performance milestone such that the Company was not required to pay to the SCTC a minimum amount of $150,000 by April 2017 to retain exclusive rights with regard to the disc/spine technology. In addition, the Company believes that it has until February 2022 to complete the Phase 2 clinical trial in order to satisfy the final performance milestone such that the Company was not required to pay the additional $250,000 by April 2019 pursuant to the SCTC Agreement to maintain its exclusive rights. Intangible assets consist of the following: Patents and Trademarks Licenses Accumulated Amortization Total Balance as of January 1, 2018 $ 3,676 $ 1,301,500 $ (416,226 ) $ 888,950 Amortization expense - - (74,891 ) (74,891 ) Balance as of December 31, 2018 3,676 1,301,500 (491,117 ) 814,059 Amortization expense - - (74,895 ) (74,895 ) Balance as of December 31, 2019 $ 3,676 $ 1,301,500 $ (566,012 ) $ 739,164 Weighted average remaining amortization period at December 31, 2019 (in years) 1.0 9.9 Amortization of intangible assets consists of the following: Patents and Trademarks Licenses Accumulated Amortization Balance as of January 1, 2018 $ 2,576 $ 413,650 $ 416,226 Amortization expense 368 74,523 74,891 Balance as of December 31, 2018 2,944 488,173 491,117 Amortization expense 368 74,527 74,895 Balance as of December 31, 2019 $ 3,312 $ 562,700 $ 566,012 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 6 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of: December 31, 2019 December 31, 2018 Accrued payroll $ 152,308 $ 91,560 Accrued research and development expenses 806,175 646,175 Accrued general and administrative expenses 1,392,743 1,084,831 Accrued director compensation 557,500 482,500 Deferred rent 12,438 33,610 Total accrued expenses 2,921,164 2,338,676 Less: accrued expenses, current portion 2,921,164 2,302,176 Accrued expenses, non-current portion $ - $ 36,500 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 – NOTES PAYABLE A summary of the notes payable activity during the years ended December 31, 2019 and 2018 is presented below: Related Party Notes Convertible Notes Other Notes Debt Discount Total Outstanding, December 31, 2017 $ 845,000 $ 2,029,870 $ 1,124,465 $ (337,485 ) $ 3,661,850 Issuances - 6,357,286 128,000 - 6,485,286 Exchanges for equity (95,000 ) (2,739,926 ) (1,047,247 ) 681,281 (3,200,892 ) Conversions to equity - (105,000 ) - - (105,000 ) Repayments (30,000 ) (833,302 ) - 61,001 (802,301 ) Extinguishment of notes payable - (407,295 ) (318,493 ) - (725,788 ) Recognition of debt discount - - - (4,077,234 ) (4,077,234 ) Accretion of debt discount - 7,782 245,776 370,483 624,041 Amortization of debt discount - - - 2,289,591 2,289,591 Outstanding, December 31, 2018 720,000 4,309,415 132,501 (1,012,363 ) 4,149,553 Issuances 635,000 9,913,339 340,000 - 10,888,339 Exchanges for equity - (2,637,323 ) - 634,525 (2,002,798 ) Repayments (70,000 ) (4,817,105 ) (7,500 ) 428,939 (4,465,666 ) Extinguishment of notes payable - - (148,014 ) 6,196 (141,818 ) Recognition of debt discount - - - (5,523,830 ) (5,523,830 ) Accretion of interest expense - - - 548,026 548,026 Accrued interest reclassified to notes payable principal - - 23,013 - 23,013 Amortization of debt discount - - 3,671,087 3,671,087 Outstanding, December 31, 2019 $ 1,285,000 $ 6,768,326 $ 340,000 $ (1,247,420 ) $ 7,145,906 Related Party Notes As of December 31, 2019 and 2018, related party notes consisted of notes payable issued to certain directors of the Company, family members of an officer of the Company, and the Tuxis Trust (the “Trust”). A former director and principal stockholder of the Company (the “Director/Principal Stockholder”) serves as a trustee of the Trust, which was established for the benefit of his immediate family. During the year ended December 31, 2018, the Company, the Trust and the Director/Principal Stockholder agreed to extend the maturity dates of the above notes payable with an aggregate principal balance of $675,000, that were near maturity, to December 31, 2019 (subject to acceleration in the event the Company received certain financing proceeds). In consideration of one of the note extensions, the Company reduced the exercise prices for an aggregate of 844,444 previously issued five-year warrants to purchase the Company’s common stock from an exercise price of $4.00 per share to a reduced exercise price of $1.50 per share. The incremental modification expense of $244,889 has been recorded as debt discount and is being amortized over the extended term of the respective note. See Note 8 – Stockholders’ Deficit for additional details regarding the warrant modification. Subsequent to December 31, 2019, pursuant to the Bankruptcy (See Note 13 – Subsequent Events), $689,726 of principal and interest was exchanged for 68,972,600 shares of the Company’s common stock and $309,301 of principal and interest was exchanged for a secured convertible note. During the year ended December 31, 2018, the Company and certain related parties agreed to extend the maturity dates of notes payable with an aggregate principal balance of $140,000 from maturity dates ranging between August 2016 to February 2018 to new maturity dates ranging from July 2018 to December 2018. As of December 31, 2018, a certain related party note in the outstanding principal amount of $45,000 was past maturity. During the year ended December 31, 2018, the Company and certain related parties agreed to exchange certain notes with an aggregate principal balance of $97,500 for an aggregate of 76,000 shares of the Company’s common stock. The common stock had an aggregate exchange date value of $114,000 and, as a result, the Company recorded a loss on extinguishment of notes payable of $19,000. During the year ended December 31, 2019, the Company issued to family members of officers of the Company and a Scientific Advisory Board member (the “SAB Member”) notes payable in the aggregate principal amount of $635,000, which bore interest at the rate of 12% - 15% per annum and provided for original maturity dates between July 2019 and May 2020. During the year ended December 31, 2019, the holders of certain related party notes in the aggregate principal amount of $505,000 entered into agreements with the Company pursuant to which the parties agreed that the maturity of the promissory notes held by such holders would be extended or further extended from dates from December 2018 and August 2019 to dates between July 2019 and December 2019. In consideration of the extensions, such notes in the aggregate principal amount of $475,000 provided for an exchange of such notes for shares of common stock and warrants, as described below, in connection with a public offering of the Company’s securities (a “Public Offering”). The exchange price for the indebtedness was to be equal to the lesser of (i) 75% of the public offering price of the common stock, or units of common stock and warrants, as the case may be, offered pursuant to the Public Offering or (ii) $0.60 per share (subject to adjustment for reverse stock splits and the like) (the “Exchange Price”). The number of shares of common stock issuable pursuant to the warrants to be issued to such holders was to be equal to the number of shares of common stock issuable to them upon conversion of the principal amount of their respective notes. The exchange price of the warrants to be issued to such holders was to be the lesser of (i) 125% of the Exchange Price or (ii) $0.80 per share (subject to adjustment for reverse stock splits and the like). Since the fair value of the new ECO exceeded 10% of the carrying amount of the debt, the note extensions were accounted for as extinguishments, and accordingly the Company recognized an aggregate net loss on extinguishment of $145,066 in connection with the derecognition of the net carrying amount of the extinguished debt of $510,887 (inclusive of $475,000 of principal and $35,887 of accrued interest) and the issuance of the new convertible notes in the same amount, plus the fair value of the new notes’ ECOs of an aggregate of $145,066. As a result of the Company’s Chapter 11 reorganization, the exchange did not occur. In October 2019, the Company and a certain related party lender agreed to further extend the maturity date of a certain related party note with a principal balance of $25,000 from a maturity date in September 2019 to a new maturity date in October 2019, effective September 30, 2019. During the year ended December 31, 2019, the Company, a then director of the Company, and the Trust agreed that promissory notes held by the director and the Trust in the outstanding principal amounts of $175,000 and $500,000, respectively, would be exchanged for shares of common stock and warrants, as described below, in connection with a Public Offering. The exchange price for the indebtedness was to be equal to 75% of the public offering price of the common stock, or units of common stock and warrants, as the case may be, offered pursuant to the Public Offering (the “Director/Trust Exchange Price”). The number of shares of common stock issuable pursuant to the warrants to be issued to the director and the Trust was to be in the same ratio to the number of shares of common stock issued upon exchange of their indebtedness as the number of shares of common stock subject to any warrants included as part of units offered pursuant to the Public Offering (the “Public Warrants”) bore to the number of shares of common stock issued as part of the Public Offering units. The exercise price of the warrants to be issued to the director and the Trust was to be 125% of the Director/Trust Exchange Price and the term of the warrants was to be the same term as the Public Warrants. Concurrently with the exchange, the exercise prices of outstanding warrants held by the director and the Trust for the purchase of an aggregate of 1,377,842 shares of common stock of the Company was to be reduced from between $1.50 and $4.00 per share to $0.75 per share and the expiration dates of such warrants was to be extended from between December 2019 and March 2022 to December 2023. The exchange agreements were submitted for approval by the stockholders of the Company, which was obtained in August 2019. As a result of the Company’s Chapter 11 reorganization the exchange did not occur. As of December 31, 2019, certain related party notes in the aggregate principal amount of $485,000 were convertible into shares of common stock of the Company at a conversion price of $0.60 per share, subject to adjustment, and a five year warrant for the purchase of a number of shares equal to the number of shares issued upon the conversion of the principal amounts of the notes. During the years ended December 31, 2019 and 2018, the Company partially repaid certain related party notes in the aggregate principal amount of $70,000 and $30,000, respectively. Convertible Notes Issuances During the year ended December 31, 2018, the Company issued certain lenders and a consultant convertible notes payable in the aggregate principal amount of $5,631,498 for aggregate cash proceeds of $4,947,475. The difference of $684,025 was recorded as follows: (i) $424,023 was recorded as a debt discount and will be amortized over the terms of the respective notes and (ii) $260,000 was recognized as consulting expense in the consolidated financial statements for services performed during the period. See Note 10 – Commitments and Contingencies for additional details regarding convertible notes issued in connection with consulting services. The convertible notes bore interest at rates ranging between 6% and 15% per annum payable at maturity with original maturity dates ranging between June 2018 through December 2019. In connection with the issuance of certain convertible notes, the Company issued the lenders an aggregate of 53,249 shares of the Company’s common stock and the relative fair value of $60,925 was recorded as debt discount and is being amortized over the terms of the respective notes. See below within Note 7 – Notes Payable – Conversions, Exchanges and Other and Note 9 – Derivative Liabilities for additional details regarding the ECOs of the convertible notes. During the year ended December 31, 2018, convertible notes in the aggregate principal amount of $725,788 were issued concurrently with the extinguishment of certain convertible and other notes payable in the same aggregate principal amount. See below within Note 7 – Notes Payable – Conversions, Exchanges and Other for additional details. During the year ended December 31, 2019, the Company issued certain lenders convertible notes payable in the aggregate principal amount of $9,765,325 for aggregate cash proceeds of $9,086,353. The difference of $678,973 was recorded as a debt discount and will be amortized over the terms of the respective notes. The convertible notes bore interest at rates ranging between 8% to 15% per annum payable at maturity with original maturity dates ranging between July 2019 through December 2020. In connection with the issuance of certain convertible notes, the Company issued the lenders an aggregate of 78,873 shares of the Company’s common stock and the relative fair value of $61,220 was recorded as debt discount and is being amortized over the terms of the respective notes. In connection with the issuance of certain convertible notes, the Company issued the lenders five-year warrants to purchase an aggregate of 295,000 shares of the Company’s common stock at exercise prices ranging from $0.45 per share to $1.00 per share. The aggregate grant date value of the warrants was $104,198, which was recorded as debt discount and is being amortized over the terms of the respective convertible notes. The warrants were subject to the Company’s sequencing policy and, as a result, were initially recorded as derivative liabilities. See below within this Note 7 – Notes Payable – Convertible Notes – Conversions, Exchanges and Other and Note 9 – Derivative Liabilities for additional details regarding the ECOs of the convertible notes. During the year ended December 31, 2019, a certain convertible note in the principal amount of $148,014 was issued concurrently with the extinguishment of a certain other note payable in the same principal amount. See below within this Note 7 – Notes Payable – Convertible Notes – Conversions, Exchanges and Other for additional details. Embedded Conversion Options and Note Provisions As of December 31, 2018, outstanding convertible notes in the aggregate principal amount of $2,374,415 were convertible into shares of common stock of the Company as follows: (i) $920,000 of aggregate convertible notes were convertible at a fixed price ranging from $1.00 to $2.00 per share for the first six months following the respective issue date, thereafter, at a conversion price equal to 58% of the fair value of the Company’s stock, subject to adjustment, until the respective note has been paid in full, (ii) $350,000 of convertible notes were convertible at a fixed conversion price of $2.15 per share, (iii) $100,000 of convertible notes were convertible at the greater of (a) 60% of the fair value of the Company’s stock or (b) $1.00 per share, (iv) $904,415 of aggregate convertible notes were convertible at a range of 58% to 65% of the fair value of the Company’s stock (subject to adjustment), depending on the note, and (v) $100,000 of convertible notes were convertible into shares of common stock of the Company at a conversion price of $0.60 per share, subject to adjustment, and a five year warrant (the “Warrant”) for the purchase of a number of shares equal to the number of shares issued upon the conversion of the principal amount of the Note. The Warrant provides for an exercise price of $0.80 per share, subject to adjustment. The Company analyzes the ECOs of its convertible notes at issuance to determine whether the ECO should be bifurcated and accounted for as a derivative liability or if the ECO contains a beneficial conversion feature. See below within Note 7 – Notes Payable – Convertible Notes-Conversions, Exchanges and Other and Note 9 – Derivative Liabilities for additional details regarding the embedded conversion options of the convertible notes. As of December 31, 2018, a portion of convertible notes with an aggregate principal balance of $1,935,000, which were not yet convertible, became convertible into shares of the Company’s common stock subsequent to December 31, 2018, as follows: (i) $1,835,000 of aggregate convertible notes generally became convertible at a conversion price equal to 58% of the fair value of the Company’s stock, subject to adjustment, until the respective note had been paid in full and (ii) $100,000 of convertible notes became convertible at the greater of (a) 58% of the fair value of the Company’s stock or (b) $1.50 per share. As of December 31, 2018, outstanding convertible notes in the aggregate principal amount of $69,978 had mandatory prepayment terms at the option of the holder (“MPOs”). Convertible notes issued with MPOs permit the respective holder to demand prepayment of the note, in cash, at a premium of 35% of the then outstanding principal balance and accrued interest during the period between 150 days to 179 days following the respective issuance date. As of December 31, 2018, outstanding convertible notes in the aggregate principal amount of $2,798,493 had prepayment premiums, whereby, in the event that the Company elected to prepay certain notes during the first ninety-day period following the issue date, the respective holder was entitled to receive a prepayment premium of up to 35%, depending on the note, on the then outstanding principal balance including accrued interest. In the event that the Company prepaid any of the notes during the second ninety-day period following the issue date, the respective holder was entitled to receive a prepayment premium of up to 40%, depending on the note, on the then outstanding principal balance including accrued interest. In the event that the Company prepaid a certain note after the 180 th As of December 31, 2018, outstanding convertible notes in the aggregate principal amount of $1,849,978 had most favored nation (“MFN”) provisions, whereby, so long as such respective note was outstanding, upon any issuance by the Company of any security with certain identified provisions more favorable to the holder of such security, then at the respective holder’s option, those more favorable terms would become a part of the transaction documents with the holder. As of December 31, 2018, notes with applicable MFN provisions were convertible using MFN conversion prices equal to 58% of the fair market value of the Company’s stock, as defined. During the year ended December 31, 2018, the Company determined that certain ECOs of issued or extended convertible notes were derivative liabilities. The aggregate issuance date value of the bifurcated ECOs was $3,631,702, of which $3,181,376 was recorded as a debt discount and is being amortized over the terms of the respective convertible notes and $450,326 was recognized as part of an extinguishment loss as described below. See Note 9 – Derivative Liabilities for additional details. As of December 31, 2019, outstanding convertible notes in the aggregate principal amount of $6,006,576 were convertible into shares of common stock of the Company as follows: (i) $2,243,750 of aggregate principal amount of convertible notes were convertible at a fixed price ranging from $0.25 to $2.00 per share for the first six months following the respective issue date, and thereafter at a conversion price generally equal to 58% of the fair value of the Company’s stock, subject to adjustment, until the respective note had been paid in full, (ii) $2,872,826 of aggregate principal amount of convertible notes were convertible generally at a range of 58% to 65% of the fair value of the Company’s stock, subject to adjustment, depending on the note, and (iii) $890,000 of aggregate principal amount of convertible notes were convertible into shares of common stock of the Company at a conversion price ranging from $0.50 to $0.60 per share, subject to adjustment, and five-year warrants to purchase common stock of the Company in the same ratio. The warrants provide for an exercise price ranging from $0.75 to $0.80 per share, subject to adjustment. Convertible notes in the aggregate principal amount of $340,000 provided for a mandatory conversion into common stock of the Company and warrants to purchase common stock of the Company in the same ratio upon the completion of an underwritten public offering by the Company of its securities whereby the conversion price was to be equal to the lower of the respective original conversion terms, or 75% of the offering price for the shares of common stock of the Company, or units of shares of common stock of the Company and warrants, as the case may be, sold pursuant to the public offering. The Company analyzes the ECOs of its convertible notes at issuance to determine whether the ECO should be bifurcated and accounted for as a derivative liability or if the ECO contains a beneficial conversion feature. See below within this Note 7 – Notes Payable – Convertible Notes – Embedded Conversion Options and Note Provisions and Note 9 – Derivative Liabilities for additional details regarding the ECOs of the convertible notes. As of December 31, 2019, a portion of convertible notes with an aggregate principal balance of $1,271,750, which were not yet convertible, became convertible into shares of the Company’s common stock subsequent to December 31, 2019 at a conversion price generally equal to 58% of the fair value of the Company’s stock, subject to adjustment, until the respective notes had been paid in full. As of December 31, 2019, outstanding convertible notes in the aggregate principal amount of $3,537,438 had prepayment premiums, whereby, in the event that the Company elected to prepay certain notes during the one hundred eighty-day period following the issue date, the respective holder was entitled to receive a prepayment premium of up to 135%, depending on the note, on the then outstanding principal balance including accrued interest. As of December 31, 2019, outstanding convertible notes in the aggregate principal amount of $4,626,874 had most favored nation (“MFN”) provisions, whereby, so long as such respective note was outstanding, upon any issuance by the Company of any security with certain identified provisions more favorable to the holder of such security, then at the respective holder’s option, those more favorable terms were to become a part of the transaction documents with the holder. As of December 31, 2019, notes with applicable MFN provisions were convertible using MFN conversion prices equal to 58% of the fair market value of the Company’s stock, as defined. During the year ended December 31, 2019, the Company determined that certain ECOs of issued or extended convertible notes were derivative liabilities. The aggregate issuance date value of the bifurcated ECOs was $5,331,147, of which $4,771,974 was recorded as a debt discount and is being amortized over the terms of the respective convertible notes and $414,108 was recognized as part of an extinguishment loss as described below. As of December 31, 2019, outstanding notes totaling $3,289,111 were in default. See Note 9 – Derivative Liabilities for additional details. Conversions, Exchanges and Other During the year ended December 31, 2018, the Company and certain lenders exchanged certain convertible notes with bifurcated ECOs with an aggregate net carrying amount of $5,144,063 (including an aggregate of $2,058,645 of principal net of debt discount, $166,022 of accrued interest and $2,919,396 related to the separated ECOs accounted for as derivative liabilities) for an aggregate of 3,734,664 shares of the Company’s common stock at conversion prices ranging from $0.28 to $2.38 per share. The common stock had an aggregate exchange date value of $5,846,809 and, as a result, the Company recorded a loss on extinguishment of notes payable of $702,746. See Note 9 – Derivative Liabilities for additional details. During the year ended December 31, 2018, the Company elected to convert certain convertible notes with an aggregate principal balance of $105,000 and aggregate accrued interest of $5,636 into an aggregate of 97,424 shares of the Company’s common stock at conversion prices ranging from $0.82 to $2.02 per share. During the year ended December 31, 2018, the Company repaid an aggregate principal amount of $833,302 of convertible notes payable, $44,787 of the respective aggregate accrued interest and an aggregate of $238,808 of prepayment premiums. As a result of the repayments, the Company recorded a loss on extinguishment of notes payable of $299,809 and an aggregate of $61,001 of the related debt discounts were extinguished. During the year ended December 31, 2018, the Company and certain lenders agreed to multiple extensions of the maturity dates of notes payable with an aggregate principal balance of $681,445 from maturity dates ranging between December 2017 to July 2018 to new maturity dates ranging from April 2018 to September 2018. In consideration of the extensions, the Company issued a lender 4,500 shares of the Company’s common stock. The issuance date fair value of the common stock of $9,000 was recorded as debt discount and is being amortized over the remaining term of the note. See below within this Note 7 – Notes Payable – Conversions, Exchanges and Other and Note – 9 Derivative Liabilities for additional details regarding the ECOs of the convertible notes. As of December 31, 2018, there were no convertible notes payable past due. During the year ended December 31, 2018, certain lenders to the Company acquired other promissory notes issued by the Company in the aggregate outstanding amount of $725,788 (inclusive of accreted interest of $76,272) from different lenders to the Company. The Company exchanged the acquired notes for new convertible notes in the aggregate principal amount of $725,788 which accrued interest at rates ranging between 8% to 12% per annum, payable on the respective maturity date ranging between August 2019 and November 2019. The ECOs of the notes were subject to sequencing and their issuance date fair value of $450,326 was accounted for as derivative liabilities (see Note 9 – Derivative Liabilities for additional details). Since the fair value of the new ECOs exceeded 10% of the respective principal amounts of the new notes, the note exchanges were accounted for as extinguishments, and accordingly the Company recognized a net loss on extinguishment of $248,891 in connection with the derecognition of the net carrying amount of $927,223 of the extinguished debt ($725,788 of aggregate principal and interest and the derivative liability carrying value of their ECOs of an aggregate of $201,435) and the issuance of the new convertible notes in the aggregate principal amount $725,788 plus the fair value of the new notes’ ECOs of an aggregate of $450,326. During the year ended December 31, 2019, the Company and certain lenders exchanged certain convertible notes with bifurcated ECOs with an aggregate net carrying amount of $5,328,918 (including an aggregate of $2,631,595 of principal less debt discount of $634,525, $181,912 of accrued interest and $3,230,780 related to the separated ECOs accounted for as derivative liabilities) for an aggregate of 54,464,158 shares of the Company’s common stock at conversion prices ranging from $0.01 to $0.43 per share. The common stock had an aggregate exchange date value of $6,230,102 and, as a result, the Company recorded a loss on extinguishment of notes payable of $508,743. See Note 9 – Derivative Liabilities for additional details. During the year ended December 31, 2019, the Company repaid an aggregate principal amount of $4,894,604 of convertible notes payable, $267,997 of the respective aggregate accrued interest and an aggregate of $813,730 of prepayment premiums. As a result of the repayments, the Company recorded a loss on extinguishment of notes payable of $1,242,669 and an aggregate of $428,939 of the related debt discounts were extinguished. During the year ended December 31, 2019, a certain lender to the Company acquired a promissory note (classified in Other Notes) issued by the Company in the outstanding amount of $148,014 (inclusive of accrued interest reclassified to principal of $23,013) from a certain lender to the Company. The Company exchanged the acquired note for a new convertible note in the principal amount of $148,014 which accrued interest at a rate of 12% per annum, payable on the maturity date in March 2020. The ECO of the note was subject to sequencing and the issuance date fair value of $84,798 was accounted for as a derivative liability (see Note 9 – Derivative Liabilities for additional details). Since the fair value of the new ECO exceeded 10% of the principal amount of the new note, the note exchange was accounted for as an extinguishment, and accordingly the Company recognized a net loss on extinguishment of $90,994 in connection with the derecognition of the net carrying amount of $141,818 of the extinguished debt and the issuance of the new convertible notes in the aggregate principal amount $148,014 plus the fair value of the new note’s ECO of an aggregate of $84,798. During the year ended December 31, 2019, the Company and certain lenders agreed to extend or further extend the maturity dates of certain convertible notes payable with an aggregate principal balance of $678,102 from maturity dates ranging from June 2019 to July 2019 to new maturity dates ranging from July 2019 to July 2020. In consideration of the extensions of certain convertible notes with an aggregate principal balance of $650,000, the Company modified the conversion terms of the lenders’ notes to provide for a mandatory conversion into common stock of the Company and a five-year warrant to purchase common stock of the Company in the same ratio upon the completion of an underwritten public offering by the Company of its securities, whereby, the conversion price was to be equal to the lower of the respective original conversion terms, or 75% of the offering price for the shares of common stock of the Company, or units of shares of common stock of the Company and warrants, as the case may be, sold pursuant to the public offering. Since the fair value of the new ECO exceeded 10% of the carrying amount of the debt, the note extensions were accounted for as extinguishments, and accordingly the Company recognized an aggregate net loss on extinguishment of $329,310 in connection with the derecognition of the net carrying amount of the extinguished debt of $702,387 (inclusive of $650,000 of principal and $52,387 of accrued interest) and the issuance of the new convertible notes in the same amount, plus the fair value of the new notes’ ECOs of an aggregate of $329,310. In October 2019, the Company and certain lenders agreed to further extend the maturity dates of certain convertible notes payable with an aggregate principal balance of $150,000 from maturity dates in September 2019 to new maturity dates in October 2019, effective September 30, 2019. As of December 31, 2019, all notes are in default. Other Notes Issuances During the year ended December 31, 2018, the Company issued a lender three-month notes payable in the aggregate principal amount of $128,000, which bore no interest, for aggregate cash proceeds of $110,000. The $18,000 difference was recorded as debt discount and was amortized over the terms of the respective notes. In connection with the issuances of the promissory notes, the Company issued the lender an aggregate of 6,500 shares of the Company’s common stock. The issuance date fair value of the common stock of $9,627 was recorded as debt discount and was amortized over the terms of the respective notes. During the year ended December 31, 2019, the Company issued certain lenders notes payable in the aggregate principal amount of $340,000. The notes bore interest at 15% per annum payable at maturity with original maturity dates ranging between November 2019 through November 2020. As of December 31, 2019, all notes were in default. Exchange and Other During the year ended December 31, 2018, the Company and certain lenders agreed to exchange certain notes with an aggregate principal balance of $1,047,247 and aggregate accrued interest of $61,802 for an aggregate of 1,221,250 shares of the Company’s common stock at exchange prices ranging from $0.72 to $1.50 per share. The common stock had an aggregate exchange date value of $1,254,557 and, as a result, the Company recorded a loss on extinguishment of notes payable of $145,508. During the year ended December 31, 2018, the Company and certain lenders agreed to multiple extensions of the maturity dates of notes payable with an aggregate principal balance of $1,309,747 from maturity dates ranging between December 2017 to October 2018 to new maturity dates ranging from March 2018 to January 2019. In consideration of the extensions, the Company issued certain lenders an aggregate of 35,000 shares of the Company’s common stock. The aggregate issuance date fair value of the common stock of $60,000 was recorded as debt discount and was amortized over the remaining terms of the respective notes. Additionally, in connection with a certain extension, the Company increased the stated rate at which the note bore interest, from 0% to 8% per annum, effective June 2018. Furthermore, in connection with certain of the extensions, the Company accreted an aggregate of $177,286 as interest expense to the principal balance of the respective note. As of December 31, 2018, principal of $7,500 of a certain other note payable was past due. During the year ended December 31, 2018, a convertible promissory note in the principal amount of $318,493 was issued concurrently with the extinguishment of a certain other note payable in the same principal amount. See above within Note 7 – Notes Payable – Conversions, Exchanges and Other for additional details. During the year ended December 31, 2019, the Company and a certain lender agreed to an extension of the maturity date of a certain note payable with a principal balance of $125,000 from a maturity date in January 2019 to a new maturity date in December 2019. In consideration of the extension, the Company issued the lender 10,000 shares of the Company’s common stock. The is |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | NOTE 8 - STOCKHOLDERS’ DEFICIT Authorized Capital and 2010 Equity Plan In March 2019, the Board of Directors of the Company approved an increase in the number of authorized shares of common stock to 150,000,000, subject to stockholder approval. Additionally, the Board of Directors approved an increase in the number of authorized shares issuable under the Company’s 2010 Equity Participation Plan to 20,000,000, subject to stockholder approval. In May 2019, such stockholder approval was obtained. In March 2019, the Board of Directors determined to submit to the Company’s stockholders for their approval amendments to the Certificate of Incorporation of the Company (with the Board of Directors having the authority to select and file one such amendment) to effect a reverse split of the Company’s common stock at a ratio of not less than 1-for-2 and not more than 1-for-20, with the Board of Directors having the discretion as to whether or not the reverse stock split was to be effected, and with the exact ratio of any reverse stock split to be set at a whole number within the above range as determined by the Board of Directors in its discretion. Concurrently, the Board of Directors determined to submit to the Company’s stockholders for their approval a proposal to authorize the Board of Directors, in the event the reverse stock split proposal was approved by the stockholders, in its discretion, to reduce the number of authorized shares of common stock in proportion to the percentage decrease in the number of outstanding shares of common stock resulting from the reverse split (or a lesser decrease in authorized shares of common stock as determined by the Board of Directors in its discretion). In May 2019, the Company’s stockholders approved the foregoing proposals. On November 13, 2019 the Board of Directors and stockholders approved an increase in the number of authorized shares of common stock to 300,000,000, as well as the grant to the Board of Directors of authority to adopt an amendment to the Certificate of Incorporation of the Company to effect a reverse split of the Company’s common stock at a ratio of not less than 1-for-2 and not more than 1-for-100. As of the date of this filing the reverse stock split has not been effected. Subsequent to December 31, 2019 and pursuant to the Chapter 11 plan of reorganization the Company filed a Certificate of Amendment to its Certificate of Incorporation pursuant to which, among other things, the number of shares of common stock authorized to be issued by the Company has been increased to 300,000,000,000 and the par value of the shares of its common stock has been reduced to $0.0001 per share. The effect of the change in par value has been reflected in the statement of changes in stockholders’ equity for the years ended December 31, 2019 and 2018. Compensatory Common Stock Issuance During the year ended December 31, 2019, the Company issued 75,000 shares of immediately vested shares of common stock value at $30,000 to a consultant for services rendered. Warrant and Option Valuation The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Common Stock and Warrant Offerings During the year ended December 31, 2018, the Company issued an aggregate of 70,000 shares of common stock of the Company and five-year immediately vested warrants to purchase an aggregate of 70,000 shares of common stock of the Company at an exercise price of $3.50 per share to investors for aggregate gross proceeds of $175,000. The warrants had an aggregate grant date fair value of $87,300. During the year ended December 31, 2019, the Company issued an aggregate of 5,663,301 shares of common stock of the Company, five-year immediately vested warrants to purchase an aggregate of 4,611,746 shares of common stock of the Company at exercise prices ranging from $0.20 per share to $1.00 per share and one-year immediately vested warrants to purchase an aggregate of 1,051,555 shares of common stock of the Company at an exercise price of $0.70 per share to certain investors for aggregate gross proceeds of $1,658,500. The warrants had an aggregate grant date fair value of $1,240,165. The warrants were subject to the Company’s sequencing policy and, as a result, were initially recorded as derivative liabilities. See Note 9 – Derivative Liabilities for additional details. During the year ended December 31, 2019, the Company issued five-year immediately vested warrants to purchase an aggregate of 395,000 shares of the Company’s common stock in association with the issuance of certain convertible debt. The warrants have exercise prices ranging from $0.35 per share to $1.00 per share. The warrants had an aggregate grant date fair value of $116,200. The warrants were subject to the Company’s sequencing policy and, as a result, were initially recorded as derivative liabilities. See Note 9 – Derivative Liabilities for additional details. During the year ended December 31, 2019, the Company and a warrant holder agreed to reduce the exercise prices of an aggregate of 2,111,111 outstanding warrants previously issued with original exercise prices of $0.70 and $0.85 per share to an exercise price of $0.15 per share and extend expiration dates of such outstanding warrants from dates between February 2020 and May 2020 to new expiration dates between February 2024 and May 2024. See Note 9 – Derivative Liabilities for additional details. As a result, the Company recorded a decrease in the derivative liability of $233,333 for the 3,333,333 warrants remaining under the Company’s sequencing policy. Warrant Compensation See Note 10 – Commitments and Contingences for additional details associated with the issuance of a warrant in connection with a consulting agreement extension. The Company recorded stock–based compensation expense of $56,000 and $137,956 for the years ended December 31, 2019 and 2018, respectively, related to stock warrants issued as compensation, which is reflected as consulting expense in the consolidated statements of operations. Warrant Activity Summary In applying the Black-Scholes option pricing model to warrants granted or issued, the Company used the following assumptions: For the Years Ended December 31, 2019 2018 Risk free interest rate 1.38% - 2.62 % 1.92% - 2.91 % Contractual term (years) 1.00 - 5.00 1.98 - 5.00 Expected volatility 140% - 167 % 128% - 141 % Expected dividends 0.00 % 0.00 % The weighted average estimated fair value of the warrants granted during the years ended December 31, 2019 and 2018 was approximately $0.23 and $1.06 per share, respectively. A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, January 1, 2018 3,435,134 $ 4.47 Granted 266,521 3.31 Exercised (207,084 ) 2.00 Forfeited (11,168 ) 42.72 Outstanding, December 31, 2018 3,483,403 $ 3.63 Issued 6,162,301 0.44 Exercised - - Expired (1,266,527 ) 5.41 Outstanding, December 31, 2019 8,379,177 $ 1.43 3.3 $ - Exercisable, December 31, 2019 8,379,177 $ 1.43 3.3 $ - The following table presents information related to stock warrants at December 31, 2019: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $0.45 - $0.99 6,162,301 3.7 6,162,301 $2.00 - $2.99 75,000 3.8 75,000 $3.00 - $3.99 70,000 3.5 70,000 $4.00 - $4.99 1,813,997 1.6 1,813,997 $5.00 - $5.99 182,667 1.5 182,667 $6.00 - $7.99 40,000 0.6 40,000 $10.00 - $15.00 35,212 0.4 35,212 8,379,177 3.3 8,379,177 Stock Options In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: For the Years Ended December 31, 2019 2018 Risk free interest rate 1.47% - 2.72 % 2.44% - 3.15 % Expected term (years) 10.00 5.00 – 10.00 Expected volatility 133% - 140 % 129% - 141 % Expected dividends 0.00 % 0.00 % The weighted average estimated fair value of the stock options granted during the years ended December 31, 2019 and 2018, was approximately $0.36 and $1.60 per share, respectively. In January 2018, the Company granted a ten-year option to a consultant of the Company to purchase 10,000 shares of the Company’s common stock at an exercise price of $3.20 per share. The option was to vest ratably over three years on the issuance date anniversaries. The option had an aggregate grant date value of $33,700. During the year ended December 31, 2018, the option was forfeited in connection with the consultant’s termination and accordingly, no expense related to the option was recognized. In January 2018, the Company granted the former Senior VP a ten-year option to purchase 500,000 shares of the Company’s common stock at an exercise price of $3.40 per share. The option grant provided for vesting based upon the achievement of a certain performance condition. The grant date value of the option was $1,491,300, which was recognizable to the extent such milestone was deemed probable to occur. See Note 10 – Commitments and Contingencies for additional details regarding the former Senior VP’s resignation and termination of the option. In October 2018, the Company issued ten-year options to employees and directors of the Company to purchase an aggregate of 885,000 shares of common stock at an exercise price of $1.23 per share. The options vest as follows: (i) options for the purchase of 216,667 shares vested immediately, (ii) options for the purchase of 295,002 shares vest on the one-year anniversary of the issuance date, (iii) options for the purchase of 295,000 shares vest on the two-year anniversary of the issuance date and (iv) options for the purchase of 78,331 shares vest on the three-year anniversary of the issuance date. The options had an aggregate grant date value of $943,100 which is being amortized over the vesting term of the respective options. In October 2018 and December 2018, the Company entered into agreements with certain members of its Scientific Advisory Board to provide advice and guidance in connection with scientific matters relating to the Company’s business. In connection with the agreements, the Company issued the advisors ten-year options to purchase up to an aggregate 110,000 shares of the Company’s common stock at an exercise price of $1.23 per share. The options vest ratably over three years on the issuance date anniversaries. The options had an aggregate grant date value of $125,800. The Company recognizes the fair value of the options as consulting expenses over the respective vesting terms of the options. The options were subject to the Company’s sequencing policy and, as a result, were recorded as derivative liabilities. See Note 9 – Derivative Liabilities for additional details. In January 2019, the Company issued the Chairman of the Disc Committee of its Scientific Advisory Board (the “Disc Committee Chairman”) a ten-year option to purchase up to 70,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The options vest ratably over three years on the issuance date anniversaries. The grant date value of the option of $44,247 will be recognized over the expected vesting period as consulting expense in the consolidated statements of operations. In March 2019, the Board of Directors reduced the exercise price of outstanding stock options for the purchase of an aggregate of 4,631,700 shares of common stock of the Company (with exercise prices ranging between $1.00 and $4.70 per share) to $0.75 per share, which was the closing price for the Company’s common stock on the day prior to determination, as reported by the OTCQB market. The exercise price reduction related to options held by, among others, the Company’s officers, directors, advisors and employees. The incremental value of the modified options compared to the original options, both valued as of the respective modification date, of $452,637 is being recognized over the vesting term of the options, which will be reflected as consulting, research and development, and general and administrative expenses in the amounts of $187,861, $56,856 and $207,920, respectively, in the consolidated statements of operations. In August 2019, the Company issued the Disc Committee Chairman an immediately vested ten-year option to purchase up to 175,000 shares of the Company’s common stock at an exercise price of $0.26 per share. The grant date value of the option of $43,141 was immediately recognized as consulting expense in the consolidated statements of operations. A summary of the option activity during the years ended December 31, 2019 and 2018 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2018 3,122,202 $ 4.25 Granted 2,180,000 1.81 Forfeited (598,417 ) 3.50 Outstanding, December 31, 2018 4,703,785 $ 3.21 Issued 245,000 0.36 Expired (69,168 ) 2.79 Outstanding, December 31, 2019 4,879,617 $ 0.99 7.2 $ - Exercisable, December 31, 2019 4,044,959 $ 1.04 6.8 $ - The following table presents information related to stock options at December 31, 2019: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $0.26 - $0.74 175,000 9.7 175,000 $0.75 - $0.99 4,623,367 6.8 3,788,708 $1.00 - $5.99 8,750 2.6 8,750 $6.00 - $19.99 37,500 4.0 37,500 $20.00 - $30.00 35,000 2.2 35,000 4,879,617 6.8 4,044,958 The following table presents information related to stock option expense: Weighted Average Remaining For the Years Ended Unrecognized at Amortization December 31, December 31, Period 2019 2018 2019 (Years) Consulting $ 539,690 $ 965,916 $ 113,370 0.8 Research and development 417,838 340,471 263,783 1.4 General and administrative 670,995 902,542 411,765 0.9 $ 1,628,523 $ 2,208,929 $ 794,918 1.1 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 9 – DERIVATIVE LIABILITIES The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: Beginning balance as of January 1, 2018 $ 216,073 Issuance of derivative liabilities 3,875,231 Extinguishment of derivative liabilities in connection with convertible note repayments and exchanges (3,120,833 ) Change in fair value of derivative liabilities 229,323 Reclassification of derivative liabilities to equity (105,187 ) Beginning balance as of December 31, 2018 $ 1,094,607 Issuance of derivative liabilities 6,650,667 Extinguishment of derivative liabilities in connection with convertible note repayments and exchanges (3,230,779 ) Change in fair value of derivative liabilities (788,970 ) Reclassification of derivative liabilities to equity (2,809,566 ) Ending balance as of December 31, 2019 $ 915,959 In applying the Multinomial Lattice and Black-Scholes option pricing models to derivatives issued and outstanding during the years ended December 31, 2019 and 2018, the Company used the following assumptions: For the Years Ended December 31, 2019 2018 Risk free interest rate 1.54% - 2.16 % 1.22% - 2.94 % Expected term (years) 0.08 – 5.00 0.01 – 5.00 Expected volatility 91% - 133 % 100% - 208 % Expected dividends 0.00 % 0.00 % During the year ended December 31, 2018, the Company recorded new derivative liabilities in the aggregate amounts of $3,631,705, $121,657 and $121,869 related to the ECOs of certain convertible notes payable, warrants and stock options subject to sequencing, respectively. See Note 7 – Notes Payable – Convertible Notes and Other Notes for additional details. See Note 10 – Commitments and Contingencies for a stock option issued and deemed to be a derivative liability. See Note 8 – Stockholders’ Deficit for warrants issued and deemed to be derivative liabilities. During the year ended December 31, 2018, the Company extinguished an aggregate of $3,120,833 of derivative liabilities in connection with repayments and exchanges of certain convertible notes payable into shares of the Company’s common stock. See Note 7 – Notes Payable – Convertible Notes and Other Notes for additional details. During the year ended December 31, 2018, the Company reclassified an aggregate of $105,187 of derivative liabilities to equity as a result of a change in the sequencing status. On December 31, 2018, the Company recomputed the fair value of ECOs recorded as derivative liabilities to be $852,454. The Company recorded a loss on the change in fair value of these derivative liabilities of $310,710 for the year ended December 31, 2018. On December 31, 2018, the Company recomputed the fair value of the derivative liabilities related to outstanding warrants to be $120,284. These warrants are either redeemable for cash equal to the Black-Scholes value, as defined, at the election of the warrant holder upon a fundamental transaction pursuant to the warrant terms or were issued subsequent to the commencement of sequencing. The Company recorded a gain on the change in fair value of these derivative liabilities of $81,387 for the year ended December 31, 2018. On December 31, 2018, the Company recomputed the fair value of the derivative liabilities related to outstanding consultant stock options to be $121,869. The stock options were issued subsequent to the commencement of sequencing and the fair value of the options are being recorded in consulting expenses in the consolidated statements of operations over the respective expected vesting period with a corresponding credit to derivative liabilities. See Note 8 – Stockholders’ Deficit -Stock Options for additional details. During the year ended December 31, 2019, the Company recorded new derivative liabilities in the aggregate amounts of $5,331,147 and $1,400,365 related to the ECOs of certain convertible notes payable and warrants subject to sequencing, respectively. See Note 7 – Notes Payable – Convertible Notes for additional details. See Note 10 – Commitments and Contingencies and Note 8 – Stockholders’ Deficit for warrants issued and deemed to be derivative liabilities. During the year ended December 31, 2019, the Company extinguished an aggregate of $3,230,780 of derivative liabilities in connection with repayments and exchanges of certain convertible notes payable into shares of the Company’s common stock. See Note 7 – Notes Payable – Convertible Notes for additional details. During the year ended December 31, 2019, the Company reclassified an aggregate of $2,809,566 of derivative liabilities to equity as a result of a change in the sequencing status. On December 31, 2019, the Company recomputed the fair value of ECOs recorded as derivative liabilities to be $962,042. The Company recorded a gain on the change in fair value of these derivative liabilities of $118,600 for the year ended December 31, 2019. On December 31, 2019, the Company recomputed the fair value of the derivative liabilities related to outstanding warrants to be $34,762. These warrants are either redeemable for cash equal to the Black-Scholes value, as defined, at the election of the warrant holder upon a fundamental transaction pursuant to the warrant terms or were issued subsequent to the commencement of sequencing. The Company recorded a gain on the change in fair value of these derivative liabilities of $670,370 for the year ended December 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES Operating Lease The Company is a party to a lease for 6,800 square feet of space located in Melville, New York (the “Melville Lease”) with respect to its corporate and laboratory operations. The Melville Lease was scheduled to expire in March 2020 (subject to extension at the option of the Company for a period of five years) and provided for an annual base rental during the initial term ranging between $132,600 and $149,260. In June 2019, the Company exercised its option to extend the Melville Lease and entered into a lease amendment with the lessor whereby the five-year extension term will commence on January 1, 2020 with annual base rent ranging between $153,748 and $173,060. Rent expense for the Melville office was $40,988 and $122,739 for the years ended December 31, 2019 and 2018, respectively. See Note 12 – Leases for additional detail. Consulting Agreements During each of the years ended December 31, 2019 and 2018, the Company recorded cash consulting fee expense of $180,000 related to a business advisory agreement. In January 2018, the term of the business advisory agreement was extended to December 31, 2018. In consideration of the extension of the term of the business advisory agreement, the Company issued to the consultant an immediately vested five-year warrant for the purchase of 30,000 shares of common stock of the Company at an exercise price of $4.00 per share. The aggregate grant date value of the warrant of $48,192 was recognized immediately as stock-based compensation expense which is reflected as consulting expense in the consolidated financial statements. Concurrently, the Company and the consultant agreed to exchange $38,000 of accrued consulting fees for 19,000 shares of common stock of the Company and a two-year warrant for the purchase of 4,750 shares of common stock of the Company at an exercise price of $4.00 per share, whose combined value is consistent with the carrying value of the liabilities being satisfied. In January 2019, an agreement for business advisory services that had expired on December 31, 2018 was further extended and provided for an expiration date of December 31, 2019. In consideration of the extension of the term of the consulting agreement, the Company issued to the consultant a five-year, immediately vested warrant for the purchase of 100,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The grant date value of the warrant of $56,000 was recognized immediately as stock-based compensation expense which is reflected as consulting expense in the consolidated financial statements. The warrant was subject to the Company’s sequencing policy and, as a result, was originally recorded as a derivative liability. See Note 9 – Derivative Liabilities for additional details. On July 10, 2018, as further amended on August 22, 2018 and October 25, 2018, the Company entered into a consulting agreement with a consultant for services through March 31, 2019. In consideration of the consulting services, the Company issued the consultant convertible notes in the aggregate principal amount of $260,000 which were earned and recognized ratably over their respective consulting agreement term. During the year ended December 31, 2018, the Company recorded an aggregate $260,000 of marketing and promotion expense for services rendered with a corresponding credit to notes payable. The notes matured on dates between January 2019 and April 2019 and bore interest at the rate of 10% per annum, payable at maturity. Pursuant to the notes, the holder had the right, from time to time following the respective issue date, at its election, to convert all or part of the outstanding and earned principal and accrued interest into shares of common stock of the Company, at a price generally equal to the lesser of (i) $1.27 or $1.75 per share, depending on the note, and (ii) 65% of the fair market value of the Company’s common stock, as defined. The Company had the right to prepay the notes prior to the maturity date provided the principal was prepaid in full, plus interest, plus a prepayment premium of 25% on the principal. In July 2018, the Company and a consultant agreed to further extend a previously expired consulting agreement from May 2018 to December 2018. In consideration of the extension of the term of the consulting agreement, the Company issued to the consultant an immediately vested five-year warrant for the purchase of 35,000 shares of common stock of the Company at an exercise price of $4.00 per share. The aggregate grant date value of the warrant of $43,106 was recognized immediately as stock-based compensation expense which is reflected as consulting expense in the consolidated financial statements. Scientific Advisory Services In July 2018 and December 2018, the Company entered into agreements with certain consultants to serve as members of its Scientific Advisory Board and provide advice and guidance in connection with scientific matters relating to the Company’s business. The agreements provide that they will continue until terminated by either the Company or the respective party for any reason upon ten days written notice. In connection with the agreements, the Company issued the advisors five-year and ten-year options to purchase up to an aggregate 100,000 shares of the Company’s common stock at exercise prices ranging between $1.25 to $1.70 per share. The options vest as follows: (i) an aggregate 50,000 options vested immediately and (ii) an aggregate 50,000 options vested on the one-year anniversary of the grant date. The options had an aggregate grant date value of $92,100 which was amortized over the vesting term of the respective options. The options were subject to the Company’s sequencing policy and, as a result, were recorded as derivative liabilities. In addition, the agreements provide that, on each one-year anniversary of the respective agreement date (as long as the consultant remains engaged), options to purchase an additional 5,000 shares are to be granted to the respective consultant which shall be exercisable for a period of five years from the respective dates of grant at exercise prices equal to the fair market value of the Company’s common stock. In October 2018, the Company entered into an agreement with a consultant to serve as Chairman of the Disc Advisory Committee of its Scientific Advisory Board (the “Disc Committee Chairman”) and provide advice and guidance in connection with scientific matters relating to the Company’s business. The agreement provides that it will continue until terminated by either party for any reason upon thirty days written notice. In connection with the agreement, the Company issued the Disc Committee Chairman a ten-year option to purchase up to 75,000 shares of the Company’s common stock at an exercise price of $1.80 per share. The option vests as follows: (i) 25,000 options vested immediately and (ii) 50,000 options vest upon the achievement of certain performance conditions. The option had a grant date value of $129,800 which is being recognized over the respective expected vesting period. The option was subject to the Company’s sequencing policy and, as a result, was recorded as a derivative liability. Litigation, Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims or assessments arising from the ordinary course of business, and as of December 31, 2019, none are expected to materially impact the Company’s financial position. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. Employment Agreements Former Chief Executive Officer The Company and Mark Weinreb, its former Chief Executive Officer (“ Former CEO”) were parties to an employment agreement that, as amended, was to expire on December 31, 2019. Pursuant to the employment agreement, as amended, in the event that (a) the Former CEO’s employment was terminated by the Company without cause, or (b) the Former CEO terminated his employment for “good reason” (each as defined in the employment agreement), or (c) the term of the Former CEO’s employment agreement was not extended beyond December 31, 2019 and within three months of such expiration date, his employment was terminated by the Company without “cause” or the Former CEO terminated his employment for any reason, the Former CEO was to be entitled to receive severance in an amount equal to his then annual base salary and certain benefits, plus $100,000 (in lieu of bonus). Further, in the event that the Former CEO’s employment was terminated by the Company without cause, or the Former CEO terminated his employment for “good reason”, following a “change in control” (as defined in the employment agreement), the Former CEO would be entitled to receive severance in an amount equal to one and one-half times his then annual base salary and certain benefits, plus $300,000 (in lieu of bonus). Additionally, as part of the amended employment agreement, the Former CEO was entitled to new performance-based cash bonuses payable for the years ending December 31, 2018 and 2019, such that an aggregate of up to 50% of the Former CEO’s then annual base salary per annum could be earned for such year pursuant to the satisfaction of such goals. The Former CEO resigned his employment with the Company on November 16, 2020, the effective date of the Chapter 11 reorganization. Based upon such termination of employment, the Former CEO was entitled to receive his severance of $400,000 and certain benefits plus $100,000, and the option accelerations as discussed above. The severance amount was generally considered an unsecured claim in the Company’s Chapter 11 Case and the Former CEO received shares of the Company’s common stock in exchange for such claim in a manner consistent with other unsecured creditors. Former Senior Vice President In January 2018, the Company entered into an employment agreement with its then Senior Vice President of Planning and Business Development (the “Former Senior VP”). In October 2018, the Former Senior VP resigned from the Company. The Former Senior VP was entitled to any accrued unpaid salary and unused vacation days that was payable to him through his termination date pursuant to his employment agreement. As of December 31, 2018, the Company paid such liability due to the Former Senior VP. Additionally, the Former Senior VP’s unvested option to purchase 500,000 shares was forfeited as of the termination date. See Note 8 – Stockholders’ Deficit – Stock Options for additional details. Former Executive Vice President In October 2018, the Company entered into an employment agreement with its then Executive Vice President and Chief Strategy Officer (the “Former Executive VP”). Pursuant to the employment agreement, in the event of the termination of the Former Executive VP’s employment by the Company without “cause” or the resignation by the Former Executive VP for “good reason” (each as defined in the employment agreement), the Former Executive VP was to be entitled to receive severance in an amount equal to six months of his then annual base salary. Additionally, in connection with the employment agreement, the Former Executive VP was granted a ten-year option to purchase up to 500,000 shares of the Company’s common stock at an exercise price of $1.42 per share. The option was to vest as follows: (i) 100,000 options vested immediately, (ii) 150,000 options vested upon the earlier of (a) the achievement of a certain performance condition or (b) the first anniversary of the date of grant, and (iii) 250,000 options were to vest on the second anniversary of the date of grant. The option had a grant date value of $677,200 which is being recognized over the respective expected vesting period. The Former Executive Vice President held such position until February 2020 at which time he was terminated. Bonus Accruals As of December 31, 2018, the Company had remaining accruals of approximately $91,000 for bonus milestones that were achieved in prior years and remained unpaid. As of December 31, 2019, the remaining accruals for bonus milestones achieved in prior years had been paid in full. In April 2019, the Company’s Compensation Committee and Board of Directors approved performance goals associated with cash bonuses payable to certain officers for the year ending December 31, 2019 and, as a result, the Company accrued $26,910 for 2019 cash bonuses as of December 31, 2019 which were probable to be achieved. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 – INCOME TAXES The Company identified its federal and New York tax returns as its “major” tax jurisdictions. The period its income tax returns are subject to examination for these jurisdictions is 2017 through 2020. The Company believes its income tax filing positions and deductions will be sustained on audit, and it does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no liabilities for uncertain tax positions have been recorded. At December 31, 2019 and 2018, the Company had approximately $29,900,000 and $16,900,000, respectively, of federal and state net operating losses that may be available to offset future taxable income. As a result of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), certain future carryforwards do not expire. At December 31, 2019 approximately $8,000,000 of federal net operating losses will expire from 2029 to 2037 and approximately $21,900,000 have no expiration. In accordance with Section 382 of the Internal Revenue Code, the usage of the Company’s net operating loss carryforwards are subject to annual limitations due to several greater than 50% ownership changes. The Section 382 limitations resulted in approximately $28,200,000 of federal NOLs not being realizable as of December 31, 2018 and the cumulative reversal of approximately $9,600,000 of net operating loss deferred tax assets. The Company has not performed a formal analysis for the year ended December 31, 2019, but it believes its ability to use such net operating losses and tax credit carryforwards in the future is subject to annual limitations due to change of control provisions under Sections 382 and 383 of the Internal Revenue Code, which will significantly impact its ability to realize these deferred tax assets. The Company’s net deferred tax assets, liabilities and valuation allowance as of December 31, 2019 and 2018 are summarized as follows: December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 7,800,000 $ 4,401,000 Stock-based compensation 3,880,000 3,433,000 Research & development tax credits 358,000 358,000 Other - 7,000 Total deferred tax assets 12,038,000 8,199,000 Deferred tax liabilities: Intangible assets (26,000 ) (19,000 ) Other - (2,000 ) Total deferred tax liabilities (26,000 ) (21,000 ) Net deferred tax assets 12,012,000 8,178,000 Valuation allowance $ (12,012,000 ) $ (8,178,000 ) Deferred tax asset, net of valuation allowance $ - $ - Change in valuation allowance $ (3,834,000 ) $ 2,790,000 The income tax provision (benefit) as of December 31, 2019 and 2018 consists of the following: December 31, 2020 2019 Federal: Current $ - $ - Deferred 3,325,054 (2,253,000 ) State and local: Current - - Deferred 508,946 (537,000 ) 3,834,000 (2,790,000 ) Change in valuation allowance (3,834,000 ) 2,790,000 Income tax provision (benefit) $ - $ - A reconciliation of the statutory federal income tax benefit to actual tax benefit for the years ended December 31, 2019 and 2018 is as follows: 2019 2018 Federal statutory blended income tax rates (21 )% (21 )% State statutory income tax rate, net of federal benefit (5 ) (5 ) Permanent differences 0.1 3.8 True-ups and other (0.3 ) (0.1 ) Change in valuation allowance 26.2 22.3 Effective tax rate - % - % As of the date of this filing, the Company has not filed its 2019 federal and state corporate income tax returns. The Company expects to file these documents as soon as practicable. The Tax Act was enacted on December 22, 2017. The Tax Act reduces the US federal corporate tax rate from 35% to 21% and will require the Company to re-measure certain deferred tax assets and liabilities based on the rates at which they are anticipated to reverse in the future, which is generally 21%. The Company adopted the new rate as it relates to the calculations of deferred tax amounts as of December 31, 2018. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | NOTE 12 – LEASES Prior to January 1, 2019, the Company accounted for leases in accordance with ASC 840, Leases. With the adoption of ASC 842, operating lease agreements are required to be recognized on the balance sheet as ROU assets and corresponding lease liabilities. On August 1, 2019, the Company recognized ROU assets and lease liabilities of $638,246. The Company elected to not recognize ROU assets and lease liabilities arising from short-term office leases (leases with initial terms of twelve months or less, which are deemed immaterial) on the balance sheets. On June 1, 2019, the Company exercised its right to extend its existing lease of office space for an additional five years. When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its estimated incremental borrowing rate at August 1, 2019. The weighted average incremental borrowing rate applied was 12%. The following table presents net lease cost and other supplemental lease information: Year Ended December 31, 2019 Lease cost Operating lease cost (cost resulting from lease payments) $ 62,192 Short term lease cost - Sublease income - Net lease cost $ 62,192 Operating lease – operating cash flows (fixed payments) $ 62,192 Operating lease – operating cash flows (liability reduction) $ 30,891 Non-current leases – right of use assets $ 589,894 Current liabilities – operating lease liabilities $ 85,465 Non-current liabilities – operating lease liabilities $ 521,891 Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the year ended December 31, 2019: Fiscal Year Operating Leases 2020 $ 153,748 2021 158,372 2022 163,132 2023 168,028 2024 173,060 Total future minimum lease payments 816,340 Amount representing interest (208,985 ) Present value of net future minimum lease payments $ 607,355 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 – SUBSEQUENT EVENTS Chapter 11 Reorganization On March 20, 2020 (the “Petition Date”), the Company filed a voluntary petition commencing a case under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of New York (the “Bankruptcy Court”). On August 7, 2020, the Company and Auctus, our largest unsecured creditor and a stockholder as of the Petition Date, filed an Amended Joint Plan of Reorganization (the “Plan”) and on October 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, as amended. Amendments to the Plan are reflected in the Confirmation Order. On November 16, 2020 (the “Effective Date”), the Plan became effective. The material features of the Plan, as amended and confirmed by the Confirmation Order, are as follows: i. Treatment of the financing to the Company by Auctus of up to $7,000,000 which Auctus has provided or committed to provide consisting of the debtor-in-possession loans made to the Company by Auctus during the Chapter 11 Case (the “DIP Funding”) and additional funding as described below. ii. Auctus has provided $3,500,000 in funding to the Company (the “Initial Auctus Funding”) and is to provide, subject to certain conditions, additional funding to the Company, as needed, in an amount equal to $3,500,000, less the sum of the debtor-in-possession loans made to the Company by Auctus during the Chapter 11 Case (inclusive of accrued interest) (approximately $1,227,000 as of the Effective Date) and the costs incurred by Auctus as the debtor-in-possession lender (the “DIP Costs”). In addition, four other persons and entitles (collectively, the “Other Lenders”) who held allowed general unsecured claims provided funding to the Company in the aggregate amount of approximately $348,000 (the “Other Funding” and together with the Initial Auctus Funding, the “Funding”). In consideration of the Funding, the Company has issued the following: a. Secured convertible notes of the Company (each, a “Secured Convertible Note”) in the principal amount equal to the Funding; the payment of the Secured Convertible Notes is secured by the grant of a security interest in substantially all of the Company’s assets; the Secured Convertible Notes have the following features: ● Maturity date of three years following the Effective Date; ● Interest at the rate of 7% per annum; ● The right of the holder to convert the indebtedness into shares of common stock of the Company at a price equal to the volume weighted average price for the common stock over the five trading days immediately preceding the conversion; and 1. Mandatory conversion of all indebtedness at such time as the common stock is listed on the Nasdaq Capital Market or another senior exchange on the same terms as provided to investors in connection with a public offering undertaken in connection with such listing; b. Warrants (each, a “Class A Warrant”) to purchase a number of shares of common stock equal to the amount of the Funding provided divided by $0.0005 (a total of 7,000,000,000 Class A Warrants in consideration of the Initial Auctus Funding and a total of approximately 697,000,000 Class A Warrants in the aggregate in consideration of the Other Funding), such Class A Warrants having an exercise price of $0.0005 per share; and c. Warrants (each, a “Class B Warrant” and together with the Class A Warrants, the “Plan Warrants”) to purchase a number of shares of common stock equal to the Funding provided divided by $0.001 (a total of 3,500,000,000 Class B Warrants in consideration of the Initial Auctus Funding and a total of approximately 348,500,000 Class B Warrants in the aggregate in consideration of the Other Funding), such Class B Warrants having an exercise price of $0.001 per share. iii. The obligation to Auctus with respect to the DIP Funding has been exchanged for the following: a. A Secured Convertible Note in the principal amount of approximately $1,349,591 (110% of the DIP Funding); b. A Class A Warrant to purchase 2,453,802,480 shares of common stock; and c. A Class B Warrant to purchase 1,226,901,240 shares of common stock (as to which 382,226,703 shares of common stock have been exercised on a net exercise basis, pursuant to the terms of the Class B Warrant, with respect to the issuance of 361,176,200 shares of common stock). In addition, Auctus shall be entitled to receive a Secured Convertible Note, a Class A Warrant and a Class B Warrant in exchange for its allowed DIP Costs and allowed Plan costs in a manner in which the DIP Funding was treated. iv. The claim arising from the secured promissory notes of the Company, dated February 20, 2020 and February 26, 2020, in the original principal amounts of $320,200.49 and $33,561.50, respectively, issued to John Desmarais (“Desmarais”) (collectively, the “Desmarais Notes”), is being treated as an allowed secured claim in the aggregate amount of $490,698.81 and is being exchanged for a Secured Convertible Note in such amount. v. The claim arising from the promissory note issued in June 2016 by the Company to Desmarais in the original principal amount of $175,000 is being treated as an allowed general unsecured claim in the amount of $245,191.78 and is being satisfied and exchanged for 24,519,200 shares of common stock. vi. The claim arising from the promissory note issued in June 2016 by the Company to Tuxis Trust, an entity related to Desmarais, in the original principal amount of $500,000 is being treated as follows: a. $444,534.43 is being treated as an allowed general unsecured claim in such amount and exchanged for 44,453,400 shares of common stock; and b. $309,301.19 is being treated as an allowed secured claim in such amount and exchanged for a Secured Convertible Note in such amount. vii. Holders of allowed general unsecured claims (other than Auctus and the Other Lenders) received an aggregate of 1,049,726,797 shares of common stock (in book entry form) in exchange for approximately $10,497,268 in outstanding accounts payable and convertible debt (including accrued interest), with such shares being subject to a leak-out restriction prohibiting each holder from selling, without consent of the Company, more than 33% of its shares during each of the three initial 30 day periods following the Effective Date. viii. Auctus and the Other Lenders have been issued, in respect of their allowed general unsecured claims ($3,261,819 in the case of Auctus and an aggregate of approximately $382,400 in the case of the Other Lenders), a convertible promissory note of the Company (each, an “Unsecured Convertible Note”) in the allowed amount of the claim, which Unsecured Convertible Notes have the following material features: a. Maturity date of three years from the Effective Date; b. Interest at the rate of 5% per annum; c. The right of the holder to convert the indebtedness into shares of common stock at a price equal to the volume weighted average for the common stock over the five trading days immediately preceding the conversion; d. Mandatory conversion of all outstanding indebtedness at such time as the common stock listed on the Nasdaq Capital Market or another senior exchange on the same terms as provided to investors in connection with a public offering undertaken in connection with such listing; and e. A leak-out restriction prohibiting each holder from selling, without the consent of the Company, more than 16.6% of the underlying shares received upon conversion during each of the six initial 30 day periods following the Effective Date. ix. The issuance of (a) the shares of common stock and the Unsecured Convertible Notes to the holders of allowed general unsecured claims and (b) the Secured Convertible Notes and Plan Warrants to Auctus in exchange for the DIP Funding and any common stock into which those Secured Convertible Notes and those Plan Warrants may be converted is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to the Bankruptcy Code Section 1145. Such securities shall be freely transferrable subject to Section 1145(b)(i) of the Bankruptcy Code. Pursuant to the Plan, on the Effective Date, the Company filed a Certificate of Amendment to its Certificate of Incorporation pursuant to which, among other things, the number of shares of common stock authorized to be issued by the Company has been increased to 300,000,000,000 and the par value of the shares of common stock has been reduced to $0.0001 per share. Debtor-in-Possession Financing In connection with the Chapter 11 Case, the Company received debtor-in-possession loans of $1,189,413 in the aggregate from Auctus. The proceeds from the DIP Funding were used (a) for working capital and other general purposes of the Company; (b) United States Trustee fees; (c) Bankruptcy Court approved professional fees and other administrative expenses arising in the Chapter 11 Case; and (d) interest, fees, costs and expenses incurred in connection with the DIP Funding, including professional fees. The maturity date of the DIP Funding was to be the earliest to occur of (a) July 6, 2020; (b) ten days following entry of an order confirming a chapter 11 plan in the Chapter 11 Case; (c) ten days following the entry of an order approving the sale of the Company or the Company’s assets; or (d) the occurrence of an event of default under the promissory note evidencing the DIP Funding (the “DIP Note”) following any applicable grace or cure periods. Interest on the outstanding principal amount of the DIP Note was to be payable in arrears on the maturity date at the rate of 8% per annum. Upon the occurrence and during the continuance of an event of default, all obligations under the DIP Note were to bear interest at a rate equal to the then current rate plus an additional 2% per annum. As discussed above, pursuant to the Plan, the obligation to Auctus with respect to the DIP Funding has been exchanged for a Second Convertible Note. Common Stock and Warrant Offering On January 10, 2020, the Company issued 1,000,000 shares of the Company’s common stock and a five-year immediately vested warrant for the purchase of 1,000,000 shares of the Company’s common stock with an exercise price of $0.015 per share to a certain investor for gross proceeds of $10,000. Convertible Notes Subsequent to December 31, 2019, and prior to the Petition Date, the Company issued a convertible promissory note in the principal amount of $88,000. The convertible note bore interest at a rate of 10% per annum, payable at maturity, with an original maturity date of January 13, 2021. The note and the accrued interest were convertible at the election of the holder at any time at a conversion price of 61% of the lowest daily volume weighted average price from the previous twenty days before conversion. Subsequent to December 31, 2019, and prior to the Petition Date, the Company issued promissory notes in the aggregate principal amount of $353,762 to Desmarais, as discussed above in this Note 13 under “Chapter 11 Reorganization.” The notes provided for the payment of the principal amount, together with interest at the rate of 12% per annum, upon demand by Desmarais on or after March 10, 2020. The payment of the notes was secured by the grant of a security interest in substantially all of the Company’s assets. As discussed above in this Note 13 under “Chapter 11 Reorganization”, the notes were exchanged for Secured Convertible Notes pursuant to the Plan. Subsequent to December 31, 2019 and prior to the Petition Date, certain lenders exchanged an aggregate principal amount of $861,557 and aggregate accrued interest of $135,418 of certain convertible notes payable for an aggregate 1,515,799,750 shares of the Company’s common stock at exchange prices ranging between $0.0001 and $0.01 per share. In addition, prior to the Petition Date, certain lenders intended to exchange outstanding debt (inclusive of accrued interest) for shares of the Company’s common stock; however, the Company did not have sufficient shares authorized or reserved to effect the exchanges. As such, the outstanding debt was exchanged as part of the Plan at a rate of 100 shares for each dollar of the allowable claim at the Effective Date. Subsequent to December 31, 2019 and the Petition Date, a certain lender exchanged a principal amount of $118,397 and accrued interest of $1,151 of a convertible note for 11,123,856 shares of the Company’s common stock at an exchange price of $0.011 per share. Appointment or Departure of Directors and Certain Officers On January 10, 2020, Desmarais and Charles S. Ryan resigned as directors of the Company. On March 16, 2020, the Company and Mark Weinreb, its Chief Executive Officer, entered into an agreement (the “Weinreb Agreement”) pursuant to which, among other matters, the term of his employment agreement with the Company was extended to the earlier of (i) September 30, 2020 or (ii) the effective date of a plan of liquidation of the Company. On November 16, 2020, as contemplated by the Plan, Mr. Weinreb, A. Jeffrey Radov, Paul Jude Tonna and Robert B. Catell resigned as directors of the Company and Mr. Weinreb resigned as the Company’s President, Chief Executive Officer and Chairman of the Board. Effective as of the Effective Date, as contemplated by the Plan, Lance Alstodt was elected President, Chief Executive Officer, Chairman of the Board and a director of the Company and Francisco Silva, the Company’s Vice President, Research and Development, was elected a director of the Company. Litigation Coventry Enterprises, LLC On February 11, 2020, pursuant to an Order to Show Cause of the United States District Court of the Eastern District of New York (the “Court”), in the matter of Coventry Enterprises, LLC vs. BioRestorative Therapies, Inc., pending the hearing of the plaintiff’s application for a preliminary injunction, the Court issued a temporary restraining order enjoining the Company from issuing any additional shares of stock except for purposes of fulfilling the plaintiff’s share reserve requests or conversion requests until such reserve requests were fulfilled and enjoining the Company from reserving authorized shares for any other party until the plaintiff’s reserve requests were fulfilled. Pursuant to a hearing held on February 13, 2020, the temporary restraining order with regard to the Company issuing shares of common stock was not continued. On March 11, 2020, the Court ordered that the Company (i) convene and hold a special meeting, by no later than March 18, 2020, of the Board of Directors of the Company (the “Board”), for approval of certain changes to the shares of the Company, as set forth below; (ii) approve a reverse split and/or a stock consolidation, solely of the Company’s outstanding shares, at a ratio of 1,000 to 1, (iii) approve of the continuation of the Company’s then total authorized shares of common stock at 2,000,000,000 shares; and (iv) to call a special meeting of stockholders of the Company, within ten days of the special meeting of the Board and by not later than March 25, 2020, to approve the foregoing. On March 18, 2020, the Board considered the matter, and, based upon the Court order, determined to approve the foregoing items, including the 1,000 to 1 reverse split, subject to the Company having available funds to effectuate such items. As discussed above in this Note 13 under “Chapter 11 Reorganization,” on March 20, 2020, the Company filed a petition commencing its Chapter 1 Case. As of the date of this report, the Company has not effected the reverse split. Contingencies Subsequent to December 31, 2019 and prior to the Petition Date, certain lenders requested to exchange a portion of their outstanding convertible note principal and accrued interest for shares of the Company’s common stock. As of the Petition Date these shares had yet to be issued to the lenders; however, the shares of the Company’s common stock issued for unsecured claims as part of the Plan to the certain lenders represented the aggregate unsecured claims less the principal and accrued interest that was represented in the uneffected exchanges. The Company believes that there may be a potential contingency related to the non-issued shares that would be settled in shares of the Company’s common stock and not monetary compensation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with GAAP. The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Stem Pearls. Intercompany accounts and transactions have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the consolidated financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates which may cause the Company’s future results to be affected. |
Concentrations | Concentrations The royalties related to the Company’s sublicense comprised all of the Company’s revenue during the years ended December 31, 2019 and 2018. See “Revenue” below. During the years ended December 31, 2019 and 2018, 30% and 23.1% of the Company’s debt financings were from one lender. |
Revenue | Revenue The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which the Company adopted beginning on January 1, 2019, utilizing the modified retrospective method. The approach was applied to contracts that were in process as of January 1, 2019. Prior to January 1, 2019, the Company accounted for revenue under ASC Topic 605, Revenue Recognition, and recognized revenue when the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the price is fixed and determinable; and (4) collectability is reasonably assured. The adoption of ASC Topic 606 did not have an impact on the Company’s reported revenue or contracts in process at January 1, 2019. The reported results for the fiscal year 2019 reflect the application of ASC Topic 606. The Company derives all of its revenue pursuant to a license agreement between the Company and a stem cell treatment company (“SCTC”) entered into in January 2012, as amended in November 2015. Pursuant to the license agreement, the SCTC granted to the Company a license to use certain intellectual property related to, among other things, stem cell disc procedures and the Company has granted to the SCTC a sublicense to use, and the right to sublicense to third parties the right to use, in certain locations in the United States and the Cayman Islands, certain of the licensed intellectual property. In consideration of the sublicenses, the SCTC has agreed to pay the Company royalties on a per disc procedure basis. The Company’s contracted transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts have a single performance obligation which is not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company’s performance obligation is satisfied upon the transfer of risk of loss to the customer. All sales have fixed pricing and there are currently no variable components included in the Company’s revenue. The timing of the Company’s revenue recognition may differ from the timing of receiving royalty payments. A receivable is recorded when revenue is recognized prior to receipt of a royalty payment and the Company has an unconditional right to the royalty payment. Alternatively, when a royalty payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. During the years ended December 31, 2019 and 2018, the Company recognized $130,000 and $111,000, respectively, of revenue related to the Company’s sublicenses. |
Cash | Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of December 31, 2019 or 2018. |
Accounts Receivable | Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for doubtful accounts. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. The Company provides for allowances for doubtful receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. The Company did not record an allowance for doubtful accounts as of December 31, 2019 and 2018, respectively. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally three to fifteen years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Computer equipment costs are capitalized, as incurred, and depreciated on a straight-line basis over a range of 3 – 5 years. Leasehold improvements are amortized over the lesser of (i) the useful life of the asset, or (ii) the remaining lease term. Maintenance and repairs are charged to expense as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the years ended December 31, 2019 and 2018, |
Intangible Assets | Intangible Assets The Company records its intangible assets at cost in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. |
Advertising and Marketing Costs | Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $321,280 and $352,204 for the years ended December 31, 2019 and 2018, respectively, and are recorded in marketing and promotion on the statement of operations. |
Fair Value Measurements | Fair Value Measurements As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. See Note 9 – Derivative Liabilities for additional details regarding the valuation technique and assumptions used in valuing Level 3 inputs. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts receivable, accounts payable and accrued expenses, and other current liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of notes approximate the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Company’s debt and interest payable on the notes approximates the Company’s incremental borrowing rate. |
Net Loss Per Common Share | Net Loss per Common Share Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. All vested outstanding options and warrants are considered potential common stock. The dilutive effect, if any, of stock options and warrants are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, options, warrants, and convertible notes have been excluded from the Company’s computation of net loss per common share for the years ended December 31, 2019 and 2018. The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: Year Ended December 31, 2019 2018 Options 4,879,617 4,703,785 Warrants 8,379,177 3,483,403 Convertible notes 501,549,663 (1) 9,200,062 (1) Total 514,808,457 17,387,250 (1) As of December 31, 2019 and 2018, many of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 225,023,100 and 57,019,880 shares of common stock reserved for future note conversions as of December 31, 2019 and 2018, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. Since the shares underlying the Company’s 2010 Equity Participation Plan (the “Plan”) are registered, the Company estimates the fair value of the awards granted under the Plan based on the market value of its freely tradable common stock as reported on the OTCQB market. On February 3, 2020, the Company was advised by OTC Markets Group that, based upon the closing bid price of the Company’s common stock being less than $0.001 per share for five consecutive trading days, the Company’s common stock was moved from the OTCQB Market to the Pink Market effective at market open on February 10, 2020. The fair value of the Company’s restricted equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. Awards granted to directors are treated on the same basis as awards granted to employees. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. |
Convertible Instruments | Convertible Instruments The Company bifurcates conversion options from their host instruments and accounts 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. 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 (the beneficial conversion feature) 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. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or 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. The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax assets will not be realized. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) ASC. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options (“ECOs”) and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. Conversion options are recorded as a discount to the host instrument and are amortized as amortization of debt discount on the consolidated financial statements over the life of the underlying instrument. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Multinomial Lattice Model and Black-Scholes Model were used to estimate the fair value of the ECOs of convertible notes payable, the warrants, and stock options that are classified as derivative liabilities on the consolidated balance sheets. The models include subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the actual volatility during the most recent historical period of time equal to the weighted average life of the instruments. |
Sequencing Policy | Sequencing Policy Under ASC 815-40-35 (“ASC 815”), the Company has adopted a sequencing policy, whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities to the Company’s employees and directors, or to compensate grantees in a share-based payment arrangement, are not subject to the sequencing policy. |
Leases | Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard, which the Company adopted on January 1, 2019, was applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The adoption of ASU 2016 - 02 did not have a material impact on the Company’s financial statements and related disclosures. A lease is defined as a contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On January 1, 2019, the Company adopted ASC 842 and it primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee. In accordance with ASC 842, Leases ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Leases in which the Company is the lessee are comprised of office rental. All of the leases are classified as operating leases. The Company has a lease agreement for office space with a remaining term of five years as of December 31, 2019. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, FASB issued Accounting Standards Update (ASU) 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminated the calculation of implied goodwill fair value. Instead, companies will record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. This guidance simplifies the accounting as compared to prior GAAP. The guidance is effective for fiscal years beginning after December 15, 2019. The Company does not expect the implementation of this new pronouncement to have a material impact on its consolidated financial statements. In June 2018, the FASB issued ASU 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” This guidance simplifies the accounting for non-employee share-based payment transactions. The amendments specify that ASC 718 applies to all share-based payment transactions in which a grantor acquires goods and services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606, “Revenue from Contracts with Customers.” This standard, adopted as of January 1, 2019, had no material impact on the Company’s consolidated financial statements for the year ended December 31, 2019. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Dilutive Common Shares | The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common shares: Year Ended December 31, 2019 2018 Options 4,879,617 4,703,785 Warrants 8,379,177 3,483,403 Convertible notes 501,549,663 (1) 9,200,062 (1) Total 514,808,457 17,387,250 (1) As of December 31, 2019 and 2018, many of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 225,023,100 and 57,019,880 shares of common stock reserved for future note conversions as of December 31, 2019 and 2018, respectively. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following: December 31, 2019 December 31, 2018 Medical equipment $ 352,133 $ 345,963 Furniture and fixtures 123,487 120,925 Computer software and equipment 107,648 80,748 Office equipment 12,979 12,979 Leasehold improvements 304,661 304,661 900,908 865,276 Less: accumulated depreciation (832,506 ) (690,041 ) Property and equipment, net $ 68,402 $ 175,235 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets by Major Class | Intangible assets consist of the following: Patents and Trademarks Licenses Accumulated Amortization Total Balance as of January 1, 2018 $ 3,676 $ 1,301,500 $ (416,226 ) $ 888,950 Amortization expense - - (74,891 ) (74,891 ) Balance as of December 31, 2018 3,676 1,301,500 (491,117 ) 814,059 Amortization expense - - (74,895 ) (74,895 ) Balance as of December 31, 2019 $ 3,676 $ 1,301,500 $ (566,012 ) $ 739,164 Weighted average remaining amortization period at December 31, 2019 (in years) 1.0 9.9 |
Schedule of Finite Lived Intangible Assets Amortization Expenses | Amortization of intangible assets consists of the following: Patents and Trademarks Licenses Accumulated Amortization Balance as of January 1, 2018 $ 2,576 $ 413,650 $ 416,226 Amortization expense 368 74,523 74,891 Balance as of December 31, 2018 2,944 488,173 491,117 Amortization expense 368 74,527 74,895 Balance as of December 31, 2019 $ 3,312 $ 562,700 $ 566,012 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of: December 31, 2019 December 31, 2018 Accrued payroll $ 152,308 $ 91,560 Accrued research and development expenses 806,175 646,175 Accrued general and administrative expenses 1,392,743 1,084,831 Accrued director compensation 557,500 482,500 Deferred rent 12,438 33,610 Total accrued expenses 2,921,164 2,338,676 Less: accrued expenses, current portion 2,921,164 2,302,176 Accrued expenses, non-current portion $ - $ 36,500 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable Activity | A summary of the notes payable activity during the years ended December 31, 2019 and 2018 is presented below: Related Party Notes Convertible Notes Other Notes Debt Discount Total Outstanding, December 31, 2017 $ 845,000 $ 2,029,870 $ 1,124,465 $ (337,485 ) $ 3,661,850 Issuances - 6,357,286 128,000 - 6,485,286 Exchanges for equity (95,000 ) (2,739,926 ) (1,047,247 ) 681,281 (3,200,892 ) Conversions to equity - (105,000 ) - - (105,000 ) Repayments (30,000 ) (833,302 ) - 61,001 (802,301 ) Extinguishment of notes payable - (407,295 ) (318,493 ) - (725,788 ) Recognition of debt discount - - - (4,077,234 ) (4,077,234 ) Accretion of debt discount - 7,782 245,776 370,483 624,041 Amortization of debt discount - - - 2,289,591 2,289,591 Outstanding, December 31, 2018 720,000 4,309,415 132,501 (1,012,363 ) 4,149,553 Issuances 635,000 9,913,339 340,000 - 10,888,339 Exchanges for equity - (2,637,323 ) - 634,525 (2,002,798 ) Repayments (70,000 ) (4,817,105 ) (7,500 ) 428,939 (4,465,666 ) Extinguishment of notes payable - - (148,014 ) 6,196 (141,818 ) Recognition of debt discount - - - (5,523,830 ) (5,523,830 ) Accretion of interest expense - - - 548,026 548,026 Accrued interest reclassified to notes payable principal - - 23,013 - 23,013 Amortization of debt discount - - 3,671,087 3,671,087 Outstanding, December 31, 2019 $ 1,285,000 $ 6,768,326 $ 340,000 $ (1,247,420 ) $ 7,145,906 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Warrants Granted Assumptions | In applying the Black-Scholes option pricing model to warrants granted or issued, the Company used the following assumptions: For the Years Ended December 31, 2019 2018 Risk free interest rate 1.38% - 2.62 % 1.92% - 2.91 % Contractual term (years) 1.00 - 5.00 1.98 - 5.00 Expected volatility 140% - 167 % 128% - 141 % Expected dividends 0.00 % 0.00 % |
Schedule of Warrant Activity | A summary of the warrant activity during the years ended December 31, 2019 and 2018 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, January 1, 2018 3,435,134 $ 4.47 Granted 266,521 3.31 Exercised (207,084 ) 2.00 Forfeited (11,168 ) 42.72 Outstanding, December 31, 2018 3,483,403 $ 3.63 Issued 6,162,301 0.44 Exercised - - Expired (1,266,527 ) 5.41 Outstanding, December 31, 2019 8,379,177 $ 1.43 3.3 $ - Exercisable, December 31, 2019 8,379,177 $ 1.43 3.3 $ - |
Schedule of Stock Warrants | The following table presents information related to stock warrants at December 31, 2019: Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $0.45 - $0.99 6,162,301 3.7 6,162,301 $2.00 - $2.99 75,000 3.8 75,000 $3.00 - $3.99 70,000 3.5 70,000 $4.00 - $4.99 1,813,997 1.6 1,813,997 $5.00 - $5.99 182,667 1.5 182,667 $6.00 - $7.99 40,000 0.6 40,000 $10.00 - $15.00 35,212 0.4 35,212 8,379,177 3.3 8,379,177 |
Schedule of Stock Option Granted Assumptions | In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: For the Years Ended December 31, 2019 2018 Risk free interest rate 1.47% - 2.72 % 2.44% - 3.15 % Expected term (years) 10.00 5.00 – 10.00 Expected volatility 133% - 140 % 129% - 141 % Expected dividends 0.00 % 0.00 % |
Schedule of Stock Option Activity | A summary of the option activity during the years ended December 31, 2019 and 2018 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2018 3,122,202 $ 4.25 Granted 2,180,000 1.81 Forfeited (598,417 ) 3.50 Outstanding, December 31, 2018 4,703,785 $ 3.21 Issued 245,000 0.36 Expired (69,168 ) 2.79 Outstanding, December 31, 2019 4,879,617 $ 0.99 7.2 $ - Exercisable, December 31, 2019 4,044,959 $ 1.04 6.8 $ - |
Schedule of Stock Option by Exercise Price | The following table presents information related to stock options at December 31, 2019: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $0.26 - $0.74 175,000 9.7 175,000 $0.75 - $0.99 4,623,367 6.8 3,788,708 $1.00 - $5.99 8,750 2.6 8,750 $6.00 - $19.99 37,500 4.0 37,500 $20.00 - $30.00 35,000 2.2 35,000 4,879,617 6.8 4,044,958 |
Schedule of Stock Option Expense | The following table presents information related to stock option expense: Weighted Average Remaining For the Years Ended Unrecognized at Amortization December 31, December 31, Period 2019 2018 2019 (Years) Consulting $ 539,690 $ 965,916 $ 113,370 0.8 Research and development 417,838 340,471 263,783 1.4 General and administrative 670,995 902,542 411,765 0.9 $ 1,628,523 $ 2,208,929 $ 794,918 1.1 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Changes in Fair Value of Level 3 Derivative Liabilities | The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: Beginning balance as of January 1, 2018 $ 216,073 Issuance of derivative liabilities 3,875,231 Extinguishment of derivative liabilities in connection with convertible note repayments and exchanges (3,120,833 ) Change in fair value of derivative liabilities 229,323 Reclassification of derivative liabilities to equity (105,187 ) Beginning balance as of December 31, 2018 $ 1,094,607 Issuance of derivative liabilities 6,650,667 Extinguishment of derivative liabilities in connection with convertible note repayments and exchanges (3,230,779 ) Change in fair value of derivative liabilities (788,970 ) Reclassification of derivative liabilities to equity (2,809,566 ) Ending balance as of December 31, 2019 $ 915,959 |
Summary of Derivative Liabilities Fair Value Assumption | In applying the Multinomial Lattice and Black-Scholes option pricing models to derivatives issued and outstanding during the years ended December 31, 2019 and 2018, the Company used the following assumptions: For the Years Ended December 31, 2019 2018 Risk free interest rate 1.54% - 2.16 % 1.22% - 2.94 % Expected term (years) 0.08 – 5.00 0.01 – 5.00 Expected volatility 91% - 133 % 100% - 208 % Expected dividends 0.00 % 0.00 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The Company’s net deferred tax assets, liabilities and valuation allowance as of December 31, 2019 and 2018 are summarized as follows: December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 7,800,000 $ 4,401,000 Stock-based compensation 3,880,000 3,433,000 Research & development tax credits 358,000 358,000 Other - 7,000 Total deferred tax assets 12,038,000 8,199,000 Deferred tax liabilities: Intangible assets (26,000 ) (19,000 ) Other - (2,000 ) Total deferred tax liabilities (26,000 ) (21,000 ) Net deferred tax assets 12,012,000 8,178,000 Valuation allowance $ (12,012,000 ) $ (8,178,000 ) Deferred tax asset, net of valuation allowance $ - $ - Change in valuation allowance $ (3,834,000 ) $ 2,790,000 |
Schedule of Income Tax Provision (Benefit) | The income tax provision (benefit) as of December 31, 2019 and 2018 consists of the following: December 31, 2020 2019 Federal: Current $ - $ - Deferred 3,325,054 (2,253,000 ) State and local: Current - - Deferred 508,946 (537,000 ) 3,834,000 (2,790,000 ) Change in valuation allowance (3,834,000 ) 2,790,000 Income tax provision (benefit) $ - $ - |
Schedule of Statutory Federal Income Tax Rate | A reconciliation of the statutory federal income tax benefit to actual tax benefit for the years ended December 31, 2019 and 2018 is as follows: 2019 2018 Federal statutory blended income tax rates (21 )% (21 )% State statutory income tax rate, net of federal benefit (5 ) (5 ) Permanent differences 0.1 3.8 True-ups and other (0.3 ) (0.1 ) Change in valuation allowance 26.2 22.3 Effective tax rate - % - % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Net Lease Cost and Other Supplemental Lease Information | The following table presents net lease cost and other supplemental lease information: Year Ended December 31, 2019 Lease cost Operating lease cost (cost resulting from lease payments) $ 62,192 Short term lease cost - Sublease income - Net lease cost $ 62,192 Operating lease – operating cash flows (fixed payments) $ 62,192 Operating lease – operating cash flows (liability reduction) $ 30,891 Non-current leases – right of use assets $ 589,894 Current liabilities – operating lease liabilities $ 85,465 Non-current liabilities – operating lease liabilities $ 521,891 |
Schedule of Future Minimum Payments Under Non-Cancelable Leases for Operating Leases | Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the year ended December 31, 2019: Fiscal Year Operating Leases 2020 $ 153,748 2021 158,372 2022 163,132 2023 168,028 2024 173,060 Total future minimum lease payments 816,340 Amount representing interest (208,985 ) Present value of net future minimum lease payments $ 607,355 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ (78,570,146) | $ (63,922,256) | |
Working capital deficiency | 13,652,000 | 9,073,901 | |
Stockholders' Deficit | (12,776,146) | (8,641,038) | $ (6,836,568) |
Net loss | (14,647,890) | (12,517,803) | |
Loss from operations | (8,432,005) | (7,647,652) | |
Negative cash flows from operations | (6,918,734) | $ (5,104,629) | |
Outstanding debt and other liabilities | 14,700,000 | ||
Debtor-in-Possession Financing, Amount Arranged | 1,189,413 | ||
Proceeds from debt financings | 3,848,548 | ||
Aggregate equity and debt financings | 451,762 | ||
Proceeds from additional Issuance of debt | 3,500,000 | ||
Accrued interest | $ 1,226,901 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Feb. 03, 2020 | |
Revenue | $ 130,000 | $ 111,000 | |
Cash equivalents | |||
Allowance for doubtful accounts | |||
Impairment of long-lived assets | |||
Advertising and marketing costs | $ 321,280 | $ 352,204 | |
Closing bid price | $ 0.001 | ||
Lease Agreement [Member] | |||
Lease remaining term | 5 years | ||
Minimum [Member] | |||
Property plant and equipment estimated useful lives | 3 years | ||
Maximum [Member] | |||
Property plant and equipment estimated useful lives | 5 years | ||
Debt Financings [Member] | Lender Concentration Risk [Member] | One Lender [Member] | |||
Concentration risk percentage | 30.00% | 23.10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Weighted Average Dilutive Common Shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Total potentially dilutive shares | 514,808,457 | 17,387,250 | |
Options [Member] | |||
Total potentially dilutive shares | 4,879,617 | 4,703,785 | |
Warrants [Member] | |||
Total potentially dilutive shares | 8,379,177 | 3,483,403 | |
Convertible Notes [Member] | |||
Total potentially dilutive shares | [1] | 501,549,663 | 9,200,062 |
[1] | As of December 31, 2019 and 2018, many of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 225,023,100 and 57,019,880 shares of common stock reserved for future note conversions as of December 31, 2019 and 2018, respectively. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Weighted Average Dilutive Common Shares (Details) (Parenthetical) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Common stock, reserved for future issuance | 225,023,100 | 57,019,880 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 142,465 | $ 165,481 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 900,908 | $ 865,276 |
Less: accumulated depreciation | (832,506) | (690,041) |
Property and equipment, net | 68,402 | 175,235 |
Medical Equipment [Member] | ||
Property and equipment, gross | 352,133 | 345,963 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 123,487 | 120,925 |
Computer Software and Equipment [Member] | ||
Property and equipment, gross | 107,648 | 80,748 |
Office Equipment [Member] | ||
Property and equipment, gross | 12,979 | 12,979 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 304,661 | $ 304,661 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Feb. 28, 2017 | Dec. 31, 2019 | |
April 2017 [Member] | |||
Milestones payment | $ 150,000 | $ 150,000 | |
April 2019 [Member] | |||
Milestones payment | $ 250,000 | $ 250,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets by Major Class (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite Lived Intangible Assets, Beginning Balance | $ 814,059 | $ 888,950 |
Finite Lived Intangible Assets, Amortization expense | (74,895) | (74,891) |
Finite Lived Intangible Assets, Ending Balance | 739,164 | 814,059 |
Patents and Trademarks [Member] | ||
Finite Lived Intangible Assets, Beginning Balance | 3,676 | 3,676 |
Finite Lived Intangible Assets, Amortization expense | ||
Finite Lived Intangible Assets, Ending Balance | $ 3,676 | 3,676 |
Finite Lived Intangible Assets, Weighted Average Amortization Period (in years) | 1 year | |
Licenses [Member] | ||
Finite Lived Intangible Assets, Beginning Balance | $ 1,301,500 | 1,301,500 |
Finite Lived Intangible Assets, Amortization expense | ||
Finite Lived Intangible Assets, Ending Balance | $ 1,301,500 | 1,301,500 |
Finite Lived Intangible Assets, Weighted Average Amortization Period (in years) | 9 years 10 months 25 days | |
Accumulated Amortization [Member] | ||
Finite Lived Intangible Assets, Beginning Balance | $ (491,117) | (416,226) |
Finite Lived Intangible Assets, Amortization expense | (74,895) | (74,891) |
Finite Lived Intangible Assets, Ending Balance | $ (566,012) | $ (491,117) |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Finite Lived Intangible Assets Amortization Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Patents and Trademarks [Member] | ||
Beginning Balance | $ 2,944 | $ 2,576 |
Amortization expense | 368 | 368 |
Ending Balance | 3,312 | 2,944 |
Licenses [Member] | ||
Beginning Balance | 488,173 | 413,650 |
Amortization expense | 74,527 | 74,523 |
Ending Balance | 562,700 | 488,173 |
Accumulated Amortization [Member] | ||
Beginning Balance | 491,117 | 416,226 |
Amortization expense | 74,985 | 74,891 |
Ending Balance | $ 566,012 | $ 491,117 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued payroll | $ 152,308 | $ 91,560 |
Accrued research and development expenses | 806,175 | 646,175 |
Accrued general and administrative expenses | 1,392,743 | 1,084,831 |
Accrued director compensation | 557,500 | 482,500 |
Deferred rent | 12,438 | 33,610 |
Total accrued expenses | 2,921,164 | 2,338,676 |
Less: accrued expenses, current portion | 2,921,164 | 2,302,176 |
Accrued expenses, non-current portion | $ 36,500 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 14 Months Ended | ||
Oct. 31, 2019 | Mar. 18, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 01, 2021 | |
Debt Instrument [Line Items] | ||||||
Warrants to purchase common stock | 8,379,177 | |||||
Warrant term | 3 years 3 months 19 days | |||||
Debt conversion, converted instrument, amount | $ 110,636 | |||||
Loss on extinguishment of notes payable | $ (1,895,116) | (1,415,950) | ||||
Accrued interest | 1,226,901 | |||||
Payment of notes payable | 4,894,604 | 863,302 | ||||
Proceeds from issuance of notes payable | 10,888,339 | 5,057,475 | ||||
Aggregate value of shares issued | 254,912 | 100,000 | ||||
Original issuance debt discount | $ 1,247,422 | $ 936,866 | ||||
Common stock, shares issued | 77,851,633 | 11,728,394 | ||||
Lenders [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 118,397 | |||||
Debt conversion shares issued | 11,123,856 | |||||
Accrued interest | $ 1,151 | |||||
Related Party Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrant term | 5 years | |||||
Debt instrument, convertible, conversion price | $ 0.60 | |||||
Debt conversion amount | $ 97,500 | |||||
Debt conversion shares issued | 76,000 | |||||
Debt conversion, converted instrument, amount | $ 114,000 | |||||
Loss on extinguishment of notes payable | 19,000 | |||||
Convertible notes payable aggregate principal amount | $ 485,000 | |||||
Payment of notes payable | 70,000 | 30,000 | ||||
Related Party Notes [Member] | September 2019 to October 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | 25,000 | |||||
Related Party Notes [Member] | Trust,Director and Principal Shareholder [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 675,000 | |||||
Debt instrument maturity date | Dec. 31, 2019 | |||||
Warrants to purchase common stock | 844,444 | |||||
Warrant term | 5 years | |||||
Debt instrument, convertible, conversion price | $ 1.50 | |||||
Amortized debt discount | $ 244,889 | |||||
Debt conversion amount | $ 689,726 | |||||
Debt conversion shares issued | 68,972,600 | |||||
Related Party Notes [Member] | Trust,Director and Principal Shareholder [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 4 | |||||
Related Party Notes [Member] | Certain Related Parties [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 140,000 | |||||
Debt maturity period | Maturity dates ranging between August 2016 to February 2018 | |||||
Debt extended maturity term | New maturity dates ranging from July 2018 to December 2018 | |||||
Amount of outstanding principal related party past maturity | $ 45,000 | |||||
Related Party Notes [Member] | Scientific Advisory Board Member [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 635,000 | |||||
Debt maturity period | Maturity dates between July 2019 and May 2020. | |||||
Related Party Notes [Member] | Scientific Advisory Board Member [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate | 15.00% | |||||
Related Party Notes [Member] | Scientific Advisory Board Member [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate | 12.00% | |||||
Related Party Notes [Member] | Holders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 505,000 | |||||
Debt maturity period | Extended from dates from December 2018 and August 2019 to dates between July 2019 and December 2019 | |||||
Loss on extinguishment of notes payable | $ 145,066 | |||||
Convertible notes payable aggregate principal amount | $ 475,000 | |||||
Offering price percentage | 75.00% | |||||
Shares issued price per share | $ 0.60 | |||||
Warrant description | The exchange price of the warrants to be issued to such holders will be the lesser of (i) 125% of the Exchange Price or (ii) $0.80 per share (subject to adjustment for reverse stock splits and the like). | |||||
Embedded conversion option percentage | 10.00% | |||||
Extinguished debt | $ 510,887 | |||||
Accrued interest | 35,887 | |||||
Fair value of embedded conversion option | 145,066 | |||||
Related Party Notes [Member] | Director [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | 175,000 | |||||
Related Party Notes [Member] | Trust [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 500,000 | |||||
Related Party Notes [Member] | Director and Trust [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants to purchase common stock | 1,377,842 | |||||
Offering price percentage | 75.00% | |||||
Warrant description | The exercise price of the warrants to be issued to the director and the Trust will be 125% of the Director/Trust Exchange Price and the term of the warrants was to be the same term as the Public Warrants. Concurrently with the exchange, the exercise prices of outstanding warrants held by the director and the Trust for the purchase of an aggregate of 1,377,842 shares of common stock of the Company will be reduced from between $1.50 and $4.00 per share to $0.75 per share and the expiration dates of such warrants will be extended from between December 2019 and March 2022 to December 2023. | |||||
Secured Convertible Note [Member] | Trust,Director and Principal Shareholder [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | 309,301 | |||||
Convertible Notes [Member] | Lenders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 5,631,498 | |||||
Debt maturity period | Maturity dates ranging between June 2018 through December 2019. | |||||
Proceeds from issuance of notes payable | $ 4,947,475 | |||||
Variance of convertible note principal and cash proceeds | 684,023 | |||||
Debt discount | 424,023 | |||||
Consulting expense | $ 260,000 | |||||
Number of shares of common stock issued | 53,249 | |||||
Aggregate value of shares issued | $ 60,925 | |||||
Convertible Notes [Member] | Maximum [Member] | Lenders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate | 15.00% | |||||
Convertible Notes [Member] | Minimum [Member] | Lenders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate | 6.00% | |||||
Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 9,765,325 | $ 725,788 | ||||
Warrants to purchase common stock | 295,000 | |||||
Warrant term | 5 years | |||||
Debt conversion amount | 2,374,415 | |||||
Debt maturity period | Original maturity dates ranging between July 2019 through September 2020 | |||||
Loss on extinguishment of notes payable | $ 1,242,669 | |||||
Convertible notes payable aggregate principal amount | 8,395,075 | $ 2,798,493 | ||||
Proceeds from issuance of notes payable | 9,086,353 | |||||
Debt discount | $ 678,973 | |||||
Number of shares of common stock issued | 78,873 | |||||
Aggregate value of shares issued | $ 61,220 | |||||
Fair value of warrant | 104,198 | |||||
Convertible debt fair value | 148,014 | |||||
Convertible notes payable | $ 920,000 | |||||
Debt conversion fair value percentage | 58.00% | |||||
Percentage on prepayment premium | 50.00% | |||||
Convertible Notes [Member] | First Ninety Day[Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage on prepayment premium | 35.00% | |||||
Convertible Notes [Member] | Second Ninety Day [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage on prepayment premium | 40.00% | |||||
Convertible Notes [Member] | Subsequent To December 31, 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 1,935,000 | |||||
Debt instrument, convertible, conversion price | $ 1.50 | |||||
Debt conversion amount | $ 1,835,000 | |||||
Convertible notes payable | $ 100,000 | |||||
Debt conversion fair value percentage | 58.00% | |||||
Percentage of conversion price equal to fair market value | 58.00% | |||||
Convertible Notes [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 2 | |||||
Debt instrument interest rate | 15.00% | |||||
Warrant exercise price | $ 1 | |||||
Convertible Notes [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | 1 | |||||
Debt instrument interest rate | 8.00% | |||||
Warrant exercise price | $ 0.45 | |||||
Convertible Notes Two [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 2.15 | |||||
Debt conversion amount | $ 350,000 | |||||
Convertible Notes Three [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 1 | |||||
Debt conversion amount | $ 100,000 | |||||
Debt conversion fair value percentage | 60.00% | |||||
Convertible Notes Four [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion amount | $ 904,415 | |||||
Convertible Notes Four [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion fair value percentage | 65.00% | |||||
Convertible Notes Four [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion fair value percentage | 58.00% | |||||
Convertible Notes Five [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 0.60 | |||||
Debt conversion amount | $ 100,000 | |||||
Warrant exercise price | $ 0.80 | |||||
MPO [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal on prepayment premiums | $ 69,978 | |||||
Debt instrument, convertible, conversion percentage | 35.00% | |||||
MFN [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 1,849,978 | |||||
Debt instrument, convertible, conversion percentage | 58.00% | |||||
ECO [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 3,631,702 | |||||
Amortized debt discount | 3,181,376 | |||||
Loss on extinguishment of notes payable | 450,326 | |||||
Embedded Conversion Options and Note Provisions [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable aggregate principal amount | $ 6,006,576 | |||||
Offering price percentage | 75.00% | |||||
Embedded Conversion Options and Note Provisions [Member] | Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable aggregate principal amount | $ 1,271,750 | |||||
Debt instrument convertible conversion ratio | 0.58 | |||||
Embedded Conversion Options and Note Provisions [Member] | Convertible Notes One [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable aggregate principal amount | $ 3,537,438 | |||||
Percentage on prepayment premium | 135.00% | |||||
Embedded Conversion Options and Note Provisions [Member] | Convertible Notes Two [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable aggregate principal amount | $ 4,626,874 | |||||
Debt instrument convertible conversion ratio | 0.58 | |||||
Embedded Conversion Options and Note Provisions [Member] | ECO [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of notes payable | $ 414,108 | |||||
Fair value of embedded conversion option | 5,331,147 | |||||
Convertible notes payable | 3,289,111 | |||||
Original issuance debt discount | 4,771,974 | |||||
Embedded Conversion Options and Note Provisions [Member] | Underwritten Public Offering [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable aggregate principal amount | 340,000 | |||||
Embedded Conversion Options and Note Provisions [Member] | Lenders [Member] | ECO [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Fair value of embedded conversion option | 2,631,595 | |||||
Original issuance debt discount | 5,328,918 | |||||
Embedded Conversion Options and Note Provisions 1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable aggregate principal amount | $ 2,243,750 | |||||
Debt instrument convertible conversion ratio | 0.58 | |||||
Embedded Conversion Options and Note Provisions 1 [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 2 | |||||
Embedded Conversion Options and Note Provisions 1 [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 0.25 | |||||
Embedded Conversion Options and Note Provisions 2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable aggregate principal amount | $ 2,872,826 | |||||
Embedded Conversion Options and Note Provisions 2 [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument convertible conversion ratio | 0.65 | |||||
Embedded Conversion Options and Note Provisions 2 [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument convertible conversion ratio | 0.58 | |||||
Embedded Conversion Options and Note Provisions 3 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrant term | 5 years | |||||
Convertible notes payable aggregate principal amount | $ 890,000 | |||||
Embedded Conversion Options and Note Provisions 3 [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 0.60 | |||||
Warrant exercise price | 0.80 | |||||
Embedded Conversion Options and Note Provisions 3 [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | 0.50 | |||||
Warrant exercise price | $ 0.75 | |||||
Bifurcated ECOs [Member] | Lenders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | 5,144,063 | |||||
Loss on extinguishment of notes payable | 702,746 | |||||
Accrued interest | 166,022 | |||||
Fair value of common stock | 5,846,809 | |||||
Debt instrument principal amount | $ 2,058,645 | |||||
Number of shares issued to lender | 3,734,664 | |||||
Bifurcated ECOs [Member] | Lenders [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 2.38 | |||||
Bifurcated ECOs [Member] | Lenders [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 0.28 | |||||
Conversions, Exchanges and Other [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion shares issued | 97,424 | |||||
Debt conversion, converted instrument, amount | $ 6,230,102 | $ 105,000 | ||||
Loss on extinguishment of notes payable | 508,743 | |||||
Extinguished debt | 141,818 | |||||
Accrued interest | 181,912 | $ 5,636 | ||||
Debt discount | 428,939 | |||||
Aggregate principal on prepayment premiums | 813,730 | |||||
Original issuance debt discount | 634,525 | |||||
Derivative liability | $ 3,230,780 | |||||
Common stock, shares issued | 54,464,158 | |||||
Repayments of debt | $ 4,894,604 | |||||
Accrued interest reclassified to principal | 23,013 | |||||
Conversions, Exchanges and Other [Member] | Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | 148,014 | |||||
Conversions, Exchanges and Other [Member] | New Convertible Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 148,014 | |||||
Debt maturity period | Maturity date in March 2020 | |||||
Loss on extinguishment of notes payable | $ 90,994 | |||||
Embedded conversion option percentage | 10.00% | |||||
Fair value of embedded conversion option | $ 84,798 | |||||
Debt conversion fair value percentage | 10.00% | |||||
Derivative liability | $ 84,798 | |||||
Conversions, Exchanges and Other [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 0.43 | $ 2.02 | ||||
Conversions, Exchanges and Other [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 0.01 | $ 0.82 | ||||
Conversions, Exchanges and Other [Member] | Lenders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 681,445 | |||||
Debt maturity period | Maturity dates ranging between December 2017 to July 2018 to new maturity dates ranging from April 2018 to September 2018. | |||||
Number of shares of common stock issued | 4,500 | |||||
Aggregate value of shares issued | $ 725,788 | |||||
Fair value of common stock | $ 9,000 | |||||
Conversions, Exchanges and Other [Member] | Lenders [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate | 12.00% | |||||
Conversions, Exchanges and Other [Member] | Lenders [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument interest rate | 8.00% | |||||
Conversions, Exchanges and Other [Member] | Lenders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 150,000 | $ 678,102 | ||||
Warrant term | 5 years | |||||
Debt maturity period | Maturity dates in September 2019 to new maturity dates in October 2019 | Maturity dates ranging from June 2019 to July 2019 to new maturity dates ranging from July 2019 to July 2020. | ||||
Loss on extinguishment of notes payable | $ 329,310 | |||||
Convertible notes payable aggregate principal amount | $ 650,000 | |||||
Offering price percentage | 75.00% | |||||
Embedded conversion option percentage | 10.00% | |||||
Extinguished debt | $ 702,387 | |||||
Accrued interest | 52,387 | |||||
Fair value of embedded conversion option | 329,310 | |||||
Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 833,302 | |||||
Loss on extinguishment of notes payable | 299,809 | |||||
Accrued interest | 44,787 | |||||
Aggregate principal on prepayment premiums | 238,808 | |||||
Extinguishments of debt discounts | 61,001 | |||||
Derivative liability | 5,331,147 | 3,631,705 | ||||
Three Convertible Promissory Notes [Member] | Lenders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 725,788 | |||||
Debt maturity period | Maturity date ranging between August 2019 and November 2019. | |||||
Accrued interest | $ 76,272 | |||||
Fair value of common stock | 450,326 | |||||
Convertible Notes [Member] | Lenders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | 927,223 | |||||
Loss on extinguishment of notes payable | $ 248,891 | |||||
Debt instrument interest rate | 10.00% | |||||
Aggregate value of shares issued | $ 725,788 | |||||
Convertible debt fair value | 450,326 | |||||
Derivative liability | 201,435 | |||||
Conversions, Exchanges and Other [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of notes payable | 1,242,669 | |||||
Other Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | 128,000 | |||||
Amortized debt discount | 18,000 | |||||
Proceeds from issuance of notes payable | $ 110,000 | |||||
Number of shares of common stock issued | 6,500 | |||||
Aggregate value of shares issued | $ 9,627 | |||||
Other Notes [Member] | Lenders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 340,000 | |||||
Debt maturity period | Maturity dates ranging between November 2019 through November 2020 | |||||
Debt instrument interest rate | 15.00% | |||||
Other Notes [Member] | Lenders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 125,000 | |||||
Debt maturity period | Maturity date in January 2019 to a new maturity date in December 2019 | |||||
Convertible notes payable aggregate principal amount | $ 148,014 | |||||
Original issuance debt discount | $ 7,052 | |||||
Common stock, shares issued | 10,000 | |||||
Repayments of debt | $ 7,500 | |||||
Notes Payable [Member] | Lenders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | 1,047,247 | |||||
Debt conversion, converted instrument, amount | $ 1,221,250 | |||||
Loss on extinguishment of notes payable | $ 145,508 | |||||
Accrued interest | 61,802 | |||||
Common stock aggregate exchange date fair value | $ 1,254,557 | |||||
Notes Payable [Member] | Lenders [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 1.50 | |||||
Notes Payable [Member] | Lenders [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 0.72 | |||||
Other Notes [Member] | Lenders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 1,309,747 | |||||
Amortized debt discount | $ 60,000 | |||||
Debt maturity period | Maturity dates ranging between December 2017 to October 2018 to new maturity dates ranging from March 2018 to January 2019. | |||||
Debt instrument principal amount | $ 7,500 | |||||
Number of shares issued to lender | 35,000 | |||||
Liabilities and Stockholders" Deficiency | $ 177,286 | |||||
Other Notes [Member] | Lenders [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 0.08 | |||||
Other Notes [Member] | Lenders [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, conversion price | $ 0 | |||||
Convertible Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 318,493 | |||||
Convertible Promissory Notes [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt principal amount | $ 353,762 | |||||
Convertible Promissory Notes [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument maturity date | Jan. 24, 2021 | |||||
Debt instrument interest rate | 12.00% | |||||
Convertible Promissory Notes [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument maturity date | Mar. 10, 2020 | |||||
Debt instrument interest rate | 10.00% | |||||
Reorganization [Member] | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares of common stock issued | 1,049,726,797 | |||||
Common stock description | The holders of the above notes received, for any outstanding principal and interest at the date of the Company's Chapter 11 petition, 1,049,726,797 shares of the Company's common stock, with such shares subject to leak-out restrictions prohibiting the holder from selling, without the consent of the Company, more than 33% of the issued shares during each of the three initial 30 day periods following the Effective Date. |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Outstanding beginning | $ 4,149,553 | $ 3,361,850 |
Issuances | 10,888,339 | 6,845,286 |
Exchanges for equity | (2,002,798) | (3,200,892) |
Conversions to equity | (110,636) | |
Repayments | (4,465,666) | (802,301) |
Extinguishment of notes payable | (141,818) | (725,788) |
Recognition of debt discount | (5,523,830) | (4,077,234) |
Accretion of debt discount | 624,041 | |
Accretion of interest expense | 548,026 | 624,041 |
Accrued interest reclassified to notes payable principal | 23,013 | |
Amortization of debt discount | 3,671,087 | 2,289,591 |
Outstanding ending | 7,145,906 | 4,149,553 |
Related Party Notes [Member] | ||
Outstanding beginning | 720,000 | 845,000 |
Issuances | 635,000 | |
Exchanges for equity | (95,000) | |
Conversions to equity | ||
Repayments | (70,000) | (30,000) |
Extinguishment of notes payable | ||
Recognition of debt discount | ||
Accretion of debt discount | ||
Accretion of interest expense | ||
Accrued interest reclassified to notes payable principal | ||
Amortization of debt discount | ||
Outstanding ending | 1,285,000 | 720,000 |
Convertible Notes [Member] | ||
Outstanding beginning | 4,309,415 | 2,029,870 |
Issuances | 9,913,339 | 6,357,286 |
Exchanges for equity | (2,637,323) | (2,739,926) |
Conversions to equity | (105,000) | |
Repayments | (4,817,105) | (833,302) |
Extinguishment of notes payable | (407,295) | |
Recognition of debt discount | ||
Accretion of debt discount | 7,782 | |
Accretion of interest expense | ||
Accrued interest reclassified to notes payable principal | ||
Amortization of debt discount | ||
Outstanding ending | 6,768,326 | 4,309,415 |
Other Notes [Member] | ||
Outstanding beginning | 132,501 | 1,124,465 |
Issuances | 340,000 | 128,000 |
Exchanges for equity | (1,047,247) | |
Conversions to equity | ||
Repayments | (7,500) | |
Extinguishment of notes payable | (148,014) | (318,493) |
Recognition of debt discount | ||
Accretion of debt discount | 245,776 | |
Accretion of interest expense | ||
Accrued interest reclassified to notes payable principal | 23,013 | |
Amortization of debt discount | ||
Outstanding ending | 340,000 | 132,501 |
Debt Discount [Member] | ||
Outstanding beginning | (1,012,363) | (337,485) |
Issuances | ||
Exchanges for equity | 634,525 | 681,281 |
Conversions to equity | ||
Repayments | 428,939 | 61,001 |
Extinguishment of notes payable | 6,196 | |
Recognition of debt discount | (5,523,830) | (4,077,234) |
Accretion of debt discount | 370,483 | |
Accretion of interest expense | 548,026 | |
Accrued interest reclassified to notes payable principal | ||
Amortization of debt discount | 3,671,087 | 2,289,591 |
Outstanding ending | $ (1,247,420) | $ (1,012,363) |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Jan. 10, 2020 | Nov. 13, 2019 | Aug. 31, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 05, 2021 | Nov. 16, 2020 | Mar. 11, 2020 |
Common stock, shares authorized | 300,000,000,000 | 300,000,000,000 | 300,000,000,000 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Number of shares issued for consulting services | $ 7,200 | ||||||||||||
Warrants to purchase common stock | 8,379,177 | ||||||||||||
Warrant term | 3 years 3 months 19 days | ||||||||||||
Stock based compensation expenses | $ 1,658,524 | $ 2,399,385 | |||||||||||
Exercise prices of stock options | $ 0.36 | $ 1.81 | |||||||||||
Consulting | $ 1,912,683 | $ 1,870,829 | |||||||||||
Research and development | 1,722,338 | 1,513,150 | |||||||||||
General and administrative | $ 4,605,704 | $ 4,022,469 | |||||||||||
Warrants [Member] | |||||||||||||
Weighted average estimated fair value of warrants granted per share | $ 0.23 | $ 1.06 | |||||||||||
Stock Option [Member] | |||||||||||||
Stock based compensation expenses | |||||||||||||
Weighted average estimated fair value of options granted per share | $ 0.36 | $ 1.60 | |||||||||||
Number of option issued to purchase shares of common stock | 175,000 | 4,631,700 | 70,000 | 10,000 | |||||||||
Exercise prices of stock options | $ 0.26 | $ 0.75 | $ 1 | $ 3.20 | |||||||||
Option term | 10 years | 10 years | |||||||||||
Stock option vesting term | 10 years | 3 years | 3 years | ||||||||||
Grant date value of option | $ 43,141 | $ 44,247 | $ 33,700 | ||||||||||
Incremental value of modified stock options | $ 452,637 | ||||||||||||
Consulting | 187,861 | ||||||||||||
Research and development | 56,856 | ||||||||||||
General and administrative | $ 207,920 | ||||||||||||
Scientific Advisory Board [Member] | Stock Option [Member] | |||||||||||||
Number of option issued to purchase shares of common stock | 110,000 | 110,000 | |||||||||||
Exercise prices of stock options | $ 1.23 | $ 1.23 | |||||||||||
Option term | 10 years | 10 years | |||||||||||
Stock option vesting term | 3 years | 3 years | |||||||||||
Grant date value of option | $ 125,800 | $ 125,800 | |||||||||||
Convertible Notes [Member] | |||||||||||||
Number of shares of common stock issued | 78,873 | ||||||||||||
Warrants to purchase common stock | 295,000 | ||||||||||||
Warrant term | 5 years | ||||||||||||
Warrant Holder [Member] | |||||||||||||
Exercise price per share | $ 0.70 | ||||||||||||
Outstanding warrants | $ 2,111,111 | ||||||||||||
Warrant description | The Company and a warrant holder agreed to reduce the exercise prices of an aggregate of 2,111,111 outstanding warrants previously issued with original exercise prices of $0.70 and $0.85 per share to an exercise price of $0.15 per share and extend expiration dates of such outstanding warrants from dates between February 2020 and May 2020 to new expiration dates between February 2024 and May 2024. | ||||||||||||
Warrant Holder [Member] | February 2024 [Member] | |||||||||||||
Exercise price per share | $ 0.85 | ||||||||||||
Warrant Holder [Member] | May 2024 [Member] | |||||||||||||
Exercise price per share | $ 0.15 | ||||||||||||
Warrant [Member] | |||||||||||||
Derivative liability | $ 121,657 | $ 1,400,365 | $ 121,657 | ||||||||||
Common Stock and Warrant Offering [Member] | |||||||||||||
Number of shares of common stock issued | 70,000 | ||||||||||||
Warrants to purchase common stock | 5,663,301 | ||||||||||||
Aggregate gross proceeds of warrants | $ 1,658,500 | $ 175,000 | |||||||||||
Fair value adjustment of warrants | 1,240,165 | $ 87,300 | |||||||||||
Derivative liability | $ 233,333 | ||||||||||||
Common Stock and Warrant Offering [Member] | Five-Year Immediately Vested [Member] | |||||||||||||
Warrants to purchase common stock | 70,000 | 4,611,746 | 70,000 | ||||||||||
Warrant term | 5 years | 5 years | 5 years | ||||||||||
Exercise price per share | $ 3.50 | $ 3.50 | |||||||||||
Common Stock and Warrant Offering [Member] | Five-Year Immediately Vested [Member] | Convertible Notes [Member] | |||||||||||||
Warrants to purchase common stock | 395,000 | ||||||||||||
Warrant term | 5 years | ||||||||||||
Fair value adjustment of warrants | $ 116,200 | ||||||||||||
Common Stock and Warrant Offering [Member] | One-Year Immediately Vested [Member] | |||||||||||||
Warrants to purchase common stock | 1,051,555 | ||||||||||||
Warrant term | 1 year | ||||||||||||
Exercise price per share | $ 0.70 | ||||||||||||
Common Stock and Warrant Offering [Member] | Warrant [Member] | |||||||||||||
Warrants to purchase common stock | 3,333,333 | ||||||||||||
Common Stock [Member] | |||||||||||||
Number of shares issued for consulting services, shares | 75,000 | ||||||||||||
Number of shares issued for consulting services | $ 30,000 | ||||||||||||
Stock Warrants [Member] | |||||||||||||
Stock based compensation expenses | $ 56,000 | $ 137,956 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Common stock, shares authorized | 300,000,000,000 | 2,000,000,000 | |||||||||||
Number of shares of common stock authorized | 300,000,000,000 | ||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Subsequent Event [Member] | Common Stock and Warrant Offering [Member] | |||||||||||||
Number of shares of common stock issued | 1,000,000 | ||||||||||||
Warrants to purchase common stock | 1,000,000 | ||||||||||||
Warrant term | 5 years | ||||||||||||
Exercise price per share | $ 0.015 | ||||||||||||
Aggregate gross proceeds of warrants | $ 10,000 | ||||||||||||
Maximum [Member] | Stock Option [Member] | |||||||||||||
Exercise prices of stock options | $ 4.70 | ||||||||||||
Maximum [Member] | Convertible Notes [Member] | |||||||||||||
Exercise price per share | $ 1 | ||||||||||||
Maximum [Member] | Common Stock and Warrant Offering [Member] | Five-Year Immediately Vested [Member] | |||||||||||||
Exercise price per share | 1 | ||||||||||||
Maximum [Member] | Common Stock and Warrant Offering [Member] | Five-Year Immediately Vested [Member] | Convertible Notes [Member] | |||||||||||||
Exercise price per share | 1 | ||||||||||||
Minimum [Member] | Stock Option [Member] | |||||||||||||
Exercise prices of stock options | $ 1 | ||||||||||||
Minimum [Member] | Convertible Notes [Member] | |||||||||||||
Exercise price per share | 0.45 | ||||||||||||
Minimum [Member] | Common Stock and Warrant Offering [Member] | Five-Year Immediately Vested [Member] | |||||||||||||
Exercise price per share | 0.20 | ||||||||||||
Minimum [Member] | Common Stock and Warrant Offering [Member] | Five-Year Immediately Vested [Member] | Convertible Notes [Member] | |||||||||||||
Exercise price per share | $ 0.35 | ||||||||||||
Minimum [Member] | Subsequent Event [Member] | |||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Board of Directors [Member] | |||||||||||||
Reverse split, description | Effect a reverse split of the Company's common stock at a ratio of not less than 1-for-2 and not more than 1-for-100 | Effect a reverse split of the Company's common stock at a ratio of not less than 1-for-2 and not more than 1-for-20, with the Board of Directors having the discretion as to whether or not the reverse stock split was to be effected, and with the exact ratio of any reverse stock split to be set at a whole number within the above range as determined by the Board of Directors in its discretion. | |||||||||||
Board of Directors [Member] | 2010 Equity Participation Plan [Member] | |||||||||||||
Common stock, shares authorized | 20,000,000 | ||||||||||||
Board of Directors [Member] | Maximum [Member] | |||||||||||||
Common stock, shares authorized | 300,000,000 | 150,000,000 | |||||||||||
Former Senior VP [Member] | Stock Option [Member] | |||||||||||||
Number of option issued to purchase shares of common stock | 500,000 | ||||||||||||
Exercise prices of stock options | $ 3.40 | ||||||||||||
Option term | 10 years | ||||||||||||
Grant date value of option | $ 1,491,300 | ||||||||||||
Employees and Directors [Member] | Stock Option [Member] | |||||||||||||
Number of option issued to purchase shares of common stock | 885,000 | ||||||||||||
Exercise prices of stock options | $ 1.23 | ||||||||||||
Option term | 10 years | ||||||||||||
Grant date value of option | $ 943,100 | ||||||||||||
Option vesting description | The options vest as follows: (i) options for the purchase of 216,667 shares vested immediately, (ii) options for the purchase of 295,002 shares vest on the one-year anniversary of the issuance date, (iii) options for the purchase of 295,000 shares vest on the two-year anniversary of the issuance date and (iv) options for the purchase of 78,331 shares vest on the three-year anniversary of the issuance date. | ||||||||||||
Employees and Directors [Member] | Vested Immediately [Member] | Stock Option [Member] | |||||||||||||
Number of option issued to purchase shares of common stock | 216,667 | ||||||||||||
Employees and Directors [Member] | One-Year Anniversary [Member] | Stock Option [Member] | |||||||||||||
Number of option issued to purchase shares of common stock | 295,002 | ||||||||||||
Employees and Directors [Member] | Two-Year Anniversary [Member] | Stock Option [Member] | |||||||||||||
Number of option issued to purchase shares of common stock | 295,000 | ||||||||||||
Employees and Directors [Member] | Three-Year Anniversary [Member] | Stock Option [Member] | |||||||||||||
Number of option issued to purchase shares of common stock | 78,331 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Warrants Granted Assumptions (Details) - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Risk free interest rate | 1.38% | 1.92% |
Contractual term (years) | 1 year | 1 year 11 months 23 days |
Expected volatility | 140.00% | 128.00% |
Maximum [Member] | ||
Risk free interest rate | 2.62% | 2.91% |
Contractual term (years) | 5 years | 5 years |
Expected volatility | 167.00% | 141.00% |
Stockholders' Deficit - Sched_2
Stockholders' Deficit - Schedule of Warrant Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Warrants Exercisable, Balance | 4,044,958 | |
Warrant [Member] | ||
Number of Warrants Outstanding, Beginning Balance | 3,483,403 | 3,435,134 |
Number of Warrants Outstanding, Issued | 6,162,301 | 266,521 |
Number of Warrants Outstanding, Exercised | (207,084) | |
Number of Warrants Outstanding, Expired | (1,266,527) | |
Number of Warrants Outstanding, Forfeited | (11,168) | |
Number of Warrants Outstanding, Ending Balance | 8,379,177 | 3,483,403 |
Number of Warrants Exercisable, Balance | 8,379,177 | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 3.63 | $ 4.47 |
Weighted Average Exercise Price Outstanding, Issued | 0.44 | 3.31 |
Weighted Average Exercise Price Outstanding, Exercised | 2 | |
Weighted Average Exercise Price Outstanding, Expired | 5.41 | |
Weighted Average Exercise Price Outstanding, Forfeited | 42.72 | |
Weighted Average Exercise Price Outstanding, Ending Balance | 1.43 | $ 3.63 |
Weighted Average Exercise Price Exercisable, Balance | $ 1.43 | |
Weighted Average Remaining Life In Years Outstanding | 3 years 3 months 19 days | |
Weighted Average Remaining Life In Years Exercisable | 3 years 3 months 19 days | |
Aggregate Intrinsic Value, Outstanding | ||
Aggregate Intrinsic Value, Exercisable |
Stockholders' Deficit - Sched_3
Stockholders' Deficit - Schedule of Stock Warrants (Details) | Dec. 31, 2019$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 8,379,177 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years 3 months 19 days |
Warrants Exercisable, Exercisable Number of Warrants | 8,379,177 |
Exercise Price One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 6,162,301 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years 8 months 12 days |
Warrants Exercisable, Exercisable Number of Warrants | 6,162,301 |
Exercise Price One [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.45 |
Exercise Price One [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.99 |
Exercise Price Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 75,000 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years 9 months 18 days |
Warrants Exercisable, Exercisable Number of Warrants | 75,000 |
Exercise Price Two [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 2 |
Exercise Price Two [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 2.99 |
Exercise Price Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 70,000 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years 6 months |
Warrants Exercisable, Exercisable Number of Warrants | 70,000 |
Exercise Price Three [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 3 |
Exercise Price Three [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 3.99 |
Exercise Price Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 1,813,997 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 1 year 7 months 6 days |
Warrants Exercisable, Exercisable Number of Warrants | 1,813,997 |
Exercise Price Four [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 4 |
Exercise Price Four [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 4.99 |
Exercise Price Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 182,667 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 1 year 6 months |
Warrants Exercisable, Exercisable Number of Warrants | 182,667 |
Exercise Price Five [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 5 |
Exercise Price Five [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 5.99 |
Exercise Price Six [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 40,000 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 7 months 6 days |
Warrants Exercisable, Exercisable Number of Warrants | 40,000 |
Exercise Price Six [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 6 |
Exercise Price Six [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 7.99 |
Exercise Price Seven [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number of Warrants | 35,212 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 4 months 24 days |
Warrants Exercisable, Exercisable Number of Warrants | 35,212 |
Exercise Price Seven [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 10 |
Exercise Price Seven [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 15 |
Stockholders' Deficit - Sched_4
Stockholders' Deficit - Schedule of Stock Option Granted Assumptions (Details) - Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Expected term (years) | 10 years | |
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Risk free interest rate | 1.47% | 2.44% |
Expected term (years) | 5 years | |
Expected volatility | 133.00% | 129.00% |
Maximum [Member] | ||
Risk free interest rate | 2.72% | 3.15% |
Expected term (years) | 10 years | |
Expected volatility | 140.00% | 141.00% |
Stockholders' Deficit - Sched_5
Stockholders' Deficit - Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | ||
Number of Options Outstanding Beginning | 4,703,785 | 3,122,202 |
Number of Options Granted | 245,000 | 2,180,000 |
Number of Options Forfeited | (69,168) | (598,417) |
Number of Options Outstanding Ending | 4,879,617 | 4,703,785 |
Number of Options Exercisable Ending | 4,044,959 | |
Weighted Average Exercise Price Outstanding Beginning | $ 3.21 | $ 4.25 |
Weighted Average Exercise Price Granted | 0.36 | 1.81 |
Weighted Average Exercise Price Forfeited | 2.79 | 3.50 |
Weighted Average Exercise Price Outstanding Ending | 0.99 | $ 3.21 |
Weighted Average Exercise Price Exercisable Ending | $ 1.04 | |
Weighted Average Remaining Life In Years Outstanding Ending | 7 years 2 months 12 days | |
Weighted Average Remaining Life In Years Exercisable Ending | 6 years 9 months 18 days | |
Aggregate Intrinsic Value Outstanding Ending | ||
Aggregate Intrinsic Value Exercisable Ending |
Stockholders' Deficit - Sched_6
Stockholders' Deficit - Schedule of Stock Option by Exercise Price (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Outstanding Number of Options | 4,879,617 |
Options Exercisable, Weighted Average Remaining Life In Years | 6 years 9 months 18 days |
Options Exercisable, Exercisable Number of Options | 4,044,958 |
Exercise Price One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price, Lower | $ / shares | $ 0.26 |
Options Outstanding, Exercise Price, Upper | $ / shares | $ 0.74 |
Options Outstanding, Outstanding Number of Options | 175,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 9 years 8 months 12 days |
Options Exercisable, Exercisable Number of Options | 175,000 |
Exercise Price Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price, Lower | $ / shares | $ 0.75 |
Options Outstanding, Exercise Price, Upper | $ / shares | $ 0.99 |
Options Outstanding, Outstanding Number of Options | 4,623,367 |
Options Exercisable, Weighted Average Remaining Life In Years | 6 years 9 months 18 days |
Options Exercisable, Exercisable Number of Options | 3,788,708 |
Exercise Price Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price, Lower | $ / shares | $ 1 |
Options Outstanding, Exercise Price, Upper | $ / shares | $ 5.99 |
Options Outstanding, Outstanding Number of Options | 8,750 |
Options Exercisable, Weighted Average Remaining Life In Years | 2 years 7 months 6 days |
Options Exercisable, Exercisable Number of Options | 8,750 |
Exercise Price Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price, Lower | $ / shares | $ 6 |
Options Outstanding, Exercise Price, Upper | $ / shares | $ 19.99 |
Options Outstanding, Outstanding Number of Options | 37,500 |
Options Exercisable, Weighted Average Remaining Life In Years | 4 years |
Options Exercisable, Exercisable Number of Options | 37,500 |
Exercise Price Five [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price, Lower | $ / shares | $ 20 |
Options Outstanding, Exercise Price, Upper | $ / shares | $ 30 |
Options Outstanding, Outstanding Number of Options | 35,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 2 years 2 months 12 days |
Options Exercisable, Exercisable Number of Options | 35,000 |
Stockholders' Deficit - Sched_7
Stockholders' Deficit - Schedule of Stock Option Expense (Details) - Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-based compensation expense | $ 1,628,523 | $ 2,208,929 |
Unrecognized expense | $ 794,918 | |
Weighted Average Remaining Amortization Period (Years) | 1 year 1 month 6 days | |
Consulting Expenses [Member] | ||
Stock-based compensation expense | $ 539,690 | 965,916 |
Unrecognized expense | $ 113,370 | |
Weighted Average Remaining Amortization Period (Years) | 9 months 18 days | |
Research and Development Expense [Member] | ||
Stock-based compensation expense | $ 417,838 | 340,471 |
Unrecognized expense | $ 263,783 | |
Weighted Average Remaining Amortization Period (Years) | 1 year 4 months 24 days | |
General and Administrative Expense [Member] | ||
Stock-based compensation expense | $ 670,995 | $ 902,542 |
Unrecognized expense | $ 411,765 | |
Weighted Average Remaining Amortization Period (Years) | 10 months 25 days |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Extinguishment of derivative liabilities in connection with convertible note repayments, conversions and exchanges | $ 3,230,779 | $ 3,120,833 |
Reclassification of derivative liabilities to equity | 2,809,565 | 105,187 |
Gain on derivative liabilities | (788,970) | 229,323 |
Consultant [Member] | ||
Fair value of derivative liabilities | 121,869 | |
Warrants [Member] | ||
Fair value of derivative liabilities | 34,762 | 120,284 |
Gain on derivative liabilities | 670,370 | 81,387 |
Embedded Conversion Options [Member] | ||
Fair value of derivative liabilities | 852,454 | |
Gain on derivative liabilities | 310,710 | |
Warrant [Member] | ||
Derivative liabilities | 1,400,365 | 121,657 |
Convertible Notes [Member] | ||
Derivative liabilities | 5,331,147 | 3,631,705 |
Stock Options [Member] | ||
Derivative liabilities | $ 121,869 | |
ECO [Member] | ||
Derivative liabilities | 962,042 | |
Gain on derivative liabilities | $ 118,600 |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Changes in Fair Value of Level 3 Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, beginning balance | $ 1,094,607 | $ 216,073 |
Issuance of derivative liabilities | 6,650,667 | 3,875,231 |
Extinguishment of derivative liabilities in connection with convertible note repayments and exchanges | (3,230,779) | (3,120,833) |
Change in fair value of derivative liabilities | (788,970) | 229,323 |
Reclassification of derivative liabilities to equity | (2,809,565) | (105,187) |
Derivative liabilities, ending balance | $ 915,959 | $ 1,094,607 |
Derivative Liabilities - Summ_2
Derivative Liabilities - Summary of Derivative Liabilities Fair Value Assumption (Details) - Valuation Technique, Option Pricing Model [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivatives, fair value measurement input, percentages | 1.54% | 1.22% |
Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivatives, fair value measurement input, percentages | 2.16% | 2.94% |
Expected Term [Member] | Minimum [Member] | ||
Derivatives, fair value measurement input, term | 29 days | 4 days |
Expected Term [Member] | Maximum [Member] | ||
Derivatives, fair value measurement input, term | 5 years | 5 years |
Expected Volatility [Member] | Minimum [Member] | ||
Derivatives, fair value measurement input, percentages | 91.00% | 100.00% |
Expected Volatility [Member] | Maximum [Member] | ||
Derivatives, fair value measurement input, percentages | 133.00% | 208.00% |
Expected Dividend Rate [Member] | ||
Derivatives, fair value measurement input, percentages | 0.00% | 0.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Nov. 16, 2020USD ($) | Jul. 31, 2018USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jan. 31, 2019USD ($)$ / sharesshares | Oct. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)ft²$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Jul. 10, 2018USD ($) | Dec. 31, 2017$ / shares |
Warrants to purchase common stock | 8,379,177 | ||||||||
Warrant term | 3 years 3 months 19 days | ||||||||
Number of options granted during period | 245,000 | 2,180,000 | |||||||
Exercise price of options | $ / shares | $ 0.99 | $ 3.21 | $ 4.25 | ||||||
Accrued bonuses | $ | $ 91,000 | ||||||||
2019 Bonus [Member] | |||||||||
Accrued bonuses | $ | $ 26,910 | ||||||||
Former Senior VP [Member] | |||||||||
Number of share option forfeited | 500,000 | ||||||||
Consulting Agreements [Member] | |||||||||
Warrants to purchase common stock | 100,000 | ||||||||
Exercise price per share | $ / shares | $ 1 | ||||||||
Fair value of aggregate of warrant | $ | $ 56,000 | ||||||||
Warrant term | 5 years | ||||||||
Consulting agreements expires date | Dec. 31, 2019 | ||||||||
Consulting agreements, description | an agreement for business advisory services that had expired on December 31, 2018 was further extended and provided for an expiration date of December 31, 2019. | ||||||||
Consulting Agreements [Member] | Consultant [Member] | |||||||||
Warrants to purchase common stock | 35,000 | ||||||||
Exercise price per share | $ / shares | $ 4 | ||||||||
Warrant term | 5 years | ||||||||
Debt maturity, description | previously expired consulting agreement from May 2018 to December 2018. | The notes matured on dates between January 2019 and April 2019 | |||||||
Debt conversion fair value percentage | 65.00% | ||||||||
Debt instrument prepayment premium | 25.00% | ||||||||
Warrant purchase for common stock, value | $ | $ 43,106 | ||||||||
Consulting Agreements [Member] | Consultant [Member] | Convertible Notes [Member] | |||||||||
Debt instrument face amount | $ | $ 260,000 | $ 260,000 | |||||||
Convertible notes bear interest rate | 10.00% | ||||||||
Scientific Advisory Services Agreement [Member] | |||||||||
Options to purchase common stock | 100,000 | ||||||||
Option description | the agreements, the Company issued the advisors five-year and ten-year options to purchase up to an aggregate 100,000 shares of the Company's common stock at exercise prices ranging between $1.25 to $1.70 per share. | ||||||||
Number of options vested during period | 50,000 | ||||||||
Grant date value of vested option | $ | $ 92,100 | ||||||||
Number of options expected to be vested | 50,000 | ||||||||
Option excercisable period | 5 years | ||||||||
Number of options granted during period | 5,000 | ||||||||
Scientific Advisory Services Agreement [Member] | Disc Committee Chairman [Member] | |||||||||
Options to purchase common stock | 75,000 | ||||||||
Number of options vested during period | 25,000 | ||||||||
Grant date value of vested option | $ | $ 129,800 | ||||||||
Number of options expected to be vested | 50,000 | ||||||||
Option expiration term | 10 years | ||||||||
Exercise price of options | $ / shares | $ 1.80 | ||||||||
Employment Agreements [Member] | Chief Executive Officer [Member] | |||||||||
Severance costs | $ | 100,000 | ||||||||
Chief Executive Officer Employment Agreement [Member] | |||||||||
Severance costs | $ | $ 300,000 | ||||||||
Employment Agreement [Member] | Executive VP [Member] | |||||||||
Options to purchase common stock | 500,000 | ||||||||
Number of options vested during period | 100,000 | ||||||||
Grant date value of vested option | $ | $ 677,200 | ||||||||
Number of options expected to be vested | 150,000 | ||||||||
Option expiration term | 10 years | ||||||||
Exercise price of options | $ / shares | $ 1.42 | ||||||||
Employment Agreement [Member] | Executive VP [Member] | Second Anniversary [Member] | |||||||||
Number of options expected to be vested | 250,000 | ||||||||
Extension 1 [Member] | |||||||||
Warrants to purchase common stock | 30,000 | ||||||||
Exercise price per share | $ / shares | $ 4 | ||||||||
Fair value of aggregate of warrant | $ | $ 48,192 | ||||||||
Accrued consulting fees | $ | $ 38,000 | ||||||||
Number of shares of common stock issued in exchange of accrued expenses | 19,000 | ||||||||
Extension 2 [Member] | |||||||||
Warrants to purchase common stock | 4,750 | ||||||||
Exercise price per share | $ / shares | $ 4 | ||||||||
Forecast [Member] | Chief Executive Officer Employment Agreement [Member] | Chief Executive Officer [Member] | |||||||||
Severance costs | $ | $ 400,000 | ||||||||
Certain benefits plus | $ | $ 100,000 | ||||||||
Business Advisory Services [Member] | |||||||||
Consulting expense | $ | $ 180,000 | $ 180,000 | |||||||
Minimum [Member] | Consulting Agreements [Member] | Consultant [Member] | |||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 1.27 | ||||||||
Maximum [Member] | Consulting Agreements [Member] | Consultant [Member] | |||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 1.75 | ||||||||
Melville Lease [Member] | |||||||||
Area of land | ft² | 6,800 | ||||||||
Lease expire date | Mar. 31, 2020 | ||||||||
Lease description | the Company exercised its option to extend the Melville Lease and entered into a lease amendment with the lessor whereby the five-year extension term will commence on January 1, 2020 | The Melville Lease was scheduled to expire in March 2020 (subject to extension at the option of the Company for a period of five years) | |||||||
Rent expense | $ | $ 40,988 | $ 122,739 | |||||||
Melville Lease [Member] | Minimum [Member] | |||||||||
Rent expense | $ | $ 153,748 | 132,600 | |||||||
Melville Lease [Member] | Maximum [Member] | |||||||||
Rent expense | $ | $ 173,060 | $ 149,260 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Federal net operating loss carry-forwards | $ 29,900,000 | $ 16,900,000 |
Deferred tax assets, operating loss carryforwards | $ 7,800,000 | $ 4,401,000 |
U.S Federal Corporate tax rate | 21.00% | 21.00% |
Tax Cuts and Jobs Act [Member] | ||
Income tax examination, description | The Tax Act was enacted on December 22, 2017. The Tax Act reduces the US federal corporate tax rate from 35% to 21% and will require the Company to re-measure certain deferred tax assets and liabilities based on the rates at which they are anticipated to reverse in the future, which is generally 21%. The Company adopted the new rate as it relates to the calculations of deferred tax amounts as of December 31, 2018. | |
U.S Federal Corporate tax rate | 21.00% | |
Expire from 2029 to 2037 [Member] | ||
Federal net operating loss carry-forwards | $ 8,000,000 | |
No Expiration [Member] | ||
Federal net operating loss carry-forwards | $ 21,900,000 | |
Section 382 [Member] | ||
Federal net operating loss carry-forwards | $ 28,200,000 | |
Income tax examination, description | In accordance with Section 382 of the Internal Revenue Code, the usage of the Company's net operating loss carryforwards are subject to annual limitations due to several greater than 50% ownership changes. | |
Deferred tax assets, operating loss carryforwards | $ 9,600,000 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets, Liabilities and Valuation Allowance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 7,800,000 | $ 4,401,000 |
Stock-based compensation | 3,880,000 | 3,433,000 |
Research & development tax credits | 358,000 | 358,000 |
Other | 7,000 | |
Total deferred tax assets | 12,038,000 | 8,199,000 |
Intangible assets | (26,000) | (19,000) |
Other | (2,000) | |
Total deferred tax liabilities | (26,000) | (21,000) |
Net deferred tax assets | 12,012,000 | 8,178,000 |
Valuation allowance | (12,012,000) | (8,178,000) |
Deferred tax asset, net of valuation allowance | ||
Changes in valuation allowance | $ (3,834,000) | $ 2,790,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal, Current | ||
Federal, Deferred | 3,325,054 | (2,253,000) |
State and local, Current | ||
State and local, Deferred | 508,946 | (537,000) |
Income tax provision (benefit) before change in valuation allowance | 3,834,000 | (2,790,000) |
Change in valuation allowance | (3,834,000) | 2,790,000 |
Income tax provision (benefit) |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of Statutory Federal Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory blended income tax rates | (21.00%) | (21.00%) |
State statutory income tax rate, net of federal benefit | (5.00%) | (5.00%) |
Permanent differences | 0.10% | 3.80% |
True-ups and other | (0.30%) | (0.10%) |
Change in valuation allowance | 26.20% | 22.30% |
Effective tax rate | 0.00% | 0.00% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Aug. 02, 2019 | Dec. 31, 2018 | |
ROU assets | $ 589,894 | ||
Lease liabilities | $ 607,355 | ||
Additional term for existing lease of office space | 5 years | ||
Weighted average incremental borrowing rate | 12.00% | ||
ASC 842 [Member] | |||
ROU assets | $ 638,246 | ||
Lease liabilities | $ 638,246 |
Leases - Schedule of Net Lease
Leases - Schedule of Net Lease Cost and Other Supplemental Lease Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Operating lease cost (cost resulting from lease payments) | $ 62,192 | |
Short term lease cost | ||
Sublease income | ||
Net lease cost | 62,192 | |
Operating lease - operating cash flows (fixed payments) | 62,192 | |
Operating lease - operating cash flows (liability reduction) | 30,891 | |
Non-current leases - right of use assets | 589,894 | |
Current liabilities - operating lease liabilities | 85,465 | |
Non-current liabilities - operating lease liabilities | $ 521,890 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments Under Non-cancelable Leases For Operating Leases (Details) | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 153,748 |
2021 | 158,372 |
2022 | 163,132 |
2023 | 168,028 |
2024 | 173,060 |
Total future minimum lease payments | 816,340 |
Amount representing interest | (208,985) |
Present value of net future minimum lease payments | $ 607,355 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Nov. 16, 2020USD ($)$ / sharesshares | Mar. 20, 2020 | Mar. 11, 2020shares | Jan. 10, 2020USD ($)$ / sharesshares | Mar. 18, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Mar. 05, 2021$ / shares | Feb. 26, 2020USD ($) | Feb. 20, 2020USD ($) | Feb. 03, 2020$ / shares | Jun. 30, 2016USD ($) |
Debtor-in-possession loans provided | $ 1,189,413 | |||||||||||
Warrants to purchase shares of common stock | shares | 8,379,177 | |||||||||||
Common stock authorized | shares | 300,000,000,000 | 300,000,000,000 | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Warrant term | 3 years 3 months 19 days | |||||||||||
Share price of common stock at exchange | $ / shares | $ 0.001 | |||||||||||
Accrued interest | $ 1,226,901 | |||||||||||
Common Stock and Warrant Offering [Member] | ||||||||||||
Warrants to purchase shares of common stock | shares | 5,663,301 | |||||||||||
Warrants issued, shares of common stock | shares | 70,000 | |||||||||||
Aggregate gross proceeds of warrants | $ 1,658,500 | $ 175,000 | ||||||||||
Convertible Promissory Notes [Member] | ||||||||||||
Debt instrument principal amount | $ 318,493 | |||||||||||
Desmarais [Member] | Promissory Notes [Member] | ||||||||||||
Debt instrument principal amount | $ 175,000 | |||||||||||
Debt instrument unsecured amount | 245,192 | |||||||||||
Tuxis Trust [Member] | Desmarais [Member] | Promissory Notes [Member] | ||||||||||||
Debt instrument principal amount | $ 500,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Bankruptcy petition date | Mar. 20, 2020 | |||||||||||
Common stock authorized | shares | 300,000,000,000 | 2,000,000,000 | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||
Reverse stock split, conversion ratio | 0.001 | |||||||||||
Subsequent Event [Member] | Common Stock and Warrant Offering [Member] | ||||||||||||
Warrants to purchase shares of common stock | shares | 1,000,000 | |||||||||||
Warrant exercise price | $ / shares | $ 0.015 | |||||||||||
Warrants issued, shares of common stock | shares | 1,000,000 | |||||||||||
Warrant term | 5 years | |||||||||||
Aggregate gross proceeds of warrants | $ 10,000 | |||||||||||
Subsequent Event [Member] | Convertible Promissory Notes [Member] | ||||||||||||
Debt instrument principal amount | $ 353,762 | |||||||||||
Debt conversion, description | The note and the accrued interest were convertible at the election of the holder at any time at a conversion price of 61% of the lowest daily volume weighted average price from the previous twenty days before conversion. | |||||||||||
Subsequent Event [Member] | Other Lenders [Member] | ||||||||||||
Debtor-in-possession loans provided | $ 348,000 | |||||||||||
Subsequent Event [Member] | Other Lenders [Member] | Class A Warrant [Member] | ||||||||||||
Warrants to purchase shares of common stock | shares | 697,000,000 | |||||||||||
Warrant exercise price | $ / shares | $ 0.0005 | |||||||||||
Subsequent Event [Member] | Other Lenders [Member] | Class B Warrant [Member] | ||||||||||||
Warrants to purchase shares of common stock | shares | 348,500,000 | |||||||||||
Warrant exercise price | $ / shares | $ 0.001 | |||||||||||
Subsequent Event [Member] | Other Lenders [Member] | Secured Convertible Note [Member] | ||||||||||||
Debt instrument, maturity term | 3 years | |||||||||||
Debt instrument, interest rate | 7.00% | |||||||||||
Subsequent Event [Member] | Desmarais [Member] | Secured Convertible Note [Member] | ||||||||||||
Debt instrument conversion amount | $ 490,699 | |||||||||||
Subsequent Event [Member] | Desmarais [Member] | Secured Promissory Notes [Member] | ||||||||||||
Debt instrument principal amount | $ 33,562 | $ 320,200 | ||||||||||
Subsequent Event [Member] | Desmarais [Member] | Promissory Notes [Member] | ||||||||||||
Debt instrument converted into shares of common stock | shares | 24,519,200 | |||||||||||
Subsequent Event [Member] | Desmarais [Member] | Convertible Promissory Notes [Member] | ||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||
Debt instrument principal amount | $ 353,762 | |||||||||||
Subsequent Event [Member] | Lender [Member] | ||||||||||||
Debt instrument principal amount | $ 118,397 | |||||||||||
Debt instrument converted into shares of common stock | shares | 11,123,856 | |||||||||||
Share price of common stock at exchange | $ / shares | $ 0.011 | |||||||||||
Accrued interest | $ 1,151 | |||||||||||
Subsequent Event [Member] | Maximum [Member] | Convertible Promissory Notes [Member] | ||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||
Debt instrument, maturity date | Jan. 24, 2021 | |||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||
Subsequent Event [Member] | Minimum [Member] | Convertible Promissory Notes [Member] | ||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||
Debt instrument, maturity date | Mar. 10, 2020 | |||||||||||
Subsequent Event [Member] | Auctus [Member] | ||||||||||||
Debtor-in-possession loans received | $ 1,189,413 | |||||||||||
Subsequent Event [Member] | Auctus [Member] | Unsecured Convertible Notes [Member] | ||||||||||||
Debt instrument principal amount | $ 3,261,819 | |||||||||||
Subsequent Event [Member] | Auctus [Member] | DIP Note [Member] | ||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||
Debt instrument variable interest rate | 2.00% | |||||||||||
Subsequent Event [Member] | Auctus [Member] | Initial Auctus Funding [Member] | ||||||||||||
Debtor-in-possession loans provided | $ 3,500,000 | |||||||||||
Debtor-in-possession loans, accrued interest | $ 1,227,000 | |||||||||||
Subsequent Event [Member] | Auctus [Member] | Initial Auctus Funding [Member] | Class A Warrant [Member] | ||||||||||||
Warrants to purchase shares of common stock | shares | 7,000,000,000 | |||||||||||
Warrant exercise price | $ / shares | $ 0.0005 | |||||||||||
Subsequent Event [Member] | Auctus [Member] | Initial Auctus Funding [Member] | Class B Warrant [Member] | ||||||||||||
Warrants to purchase shares of common stock | shares | 3,500,000,000 | |||||||||||
Warrant exercise price | $ / shares | $ 0.001 | |||||||||||
Subsequent Event [Member] | Auctus [Member] | Debtor-In-Possession Funding [Member] | Class A Warrant [Member] | ||||||||||||
Warrants to purchase shares of common stock | shares | 2,453,802,480 | |||||||||||
Subsequent Event [Member] | Auctus [Member] | Debtor-In-Possession Funding [Member] | Class B Warrant [Member] | ||||||||||||
Warrants to purchase shares of common stock | shares | 1,226,901,240 | |||||||||||
Warrants exercised, shares of common stock | shares | 382,226,703 | |||||||||||
Warrants issued, shares of common stock | shares | 361,176,200 | |||||||||||
Subsequent Event [Member] | Auctus [Member] | Debtor-In-Possession Funding [Member] | Secured Convertible Note [Member] | ||||||||||||
Debt instrument principal amount | $ 1,349,591 | |||||||||||
Debtor-in-possession funding, percentage | 110.00% | |||||||||||
Subsequent Event [Member] | Auctus [Member] | Maximum [Member] | ||||||||||||
Debtor-in-possession loans provided | $ 7,000,000 | |||||||||||
Subsequent Event [Member] | Tuxis Trust [Member] | Desmarais [Member] | Secured Convertible Note [Member] | ||||||||||||
Debt instrument conversion amount | 309,301 | |||||||||||
Subsequent Event [Member] | Tuxis Trust [Member] | Desmarais [Member] | Promissory Notes [Member] | ||||||||||||
Debt instrument unsecured amount | $ 44,453,443 | |||||||||||
Debt instrument converted into shares of common stock | shares | 44,453,400 | |||||||||||
Subsequent Event [Member] | Other Than Auctus and Other Lenders [Member] | Unsecured Notes [Member] | ||||||||||||
Debt instrument conversion amount | $ 10,497,268 | |||||||||||
Debt instrument converted into shares of common stock | shares | 1,049,726,797 | |||||||||||
Subsequent Event [Member] | Other Than Auctus and Other Lenders [Member] | Unsecured Convertible Notes [Member] | ||||||||||||
Debt instrument, maturity term | 3 years | |||||||||||
Debt instrument, interest rate | 5.00% | |||||||||||
Subsequent Event [Member] | Other Lenders [Member] | Unsecured Convertible Notes [Member] | ||||||||||||
Debt instrument principal amount | $ 382,400 | |||||||||||
Subsequent Event [Member] | The Company and Certain Lenders [Member] | Convertible Promissory Notes [Member] | ||||||||||||
Debt instrument principal amount | $ 861,557 | |||||||||||
Debt instrument converted into shares of common stock | shares | 1,515,799,750 | |||||||||||
Debt conversion, description | In addition, prior to the Petition Date, certain lenders intended to exchange outstanding debt (inclusive of accrued interest) for shares of the Companys common stock, however, the Company did not have sufficient shares available to effect the conversion. As such, the outstanding debt was exchanged as part of the Plan at a rate of 100 times the allowable claim at the Effective Date. | |||||||||||
Debt instrument, aggregate accrued interest | $ 135,418 | |||||||||||
Subsequent Event [Member] | The Company and Certain Lenders [Member] | Maximum [Member] | Convertible Promissory Notes [Member] | ||||||||||||
Share price of common stock at exchange | $ / shares | $ 0.01 | |||||||||||
Subsequent Event [Member] | The Company and Certain Lenders [Member] | Minimum [Member] | Convertible Promissory Notes [Member] | ||||||||||||
Share price of common stock at exchange | $ / shares | $ 0.0001 |