Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jun. 26, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | PROLUNG INC | ||
Entity Central Index Key | 0001541884 | ||
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 Reporting Status Current | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 12,167,917 | ||
Entity Common Stock, Shares Outstanding | 4,083,557 | ||
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 | $ 207,421 | $ 249,286 |
Prepaid expenses | 5,427 | 24,253 |
Total Current Assets | 212,848 | 273,539 |
Property and equipment, net | 135,633 | 46,699 |
Intangible assets, net | 137,054 | 146,614 |
Total Assets | 485,535 | 466,852 |
Current Liabilities | ||
Accounts payable | 387,739 | 263,620 |
Accrued liabilities | 636,207 | 243,733 |
Short term loans payable | 105,000 | |
Payable for research and development - current | 200,000 | |
Convertible notes payable - current | 1,206,931 | |
Total Current Liabilities | 2,535,877 | 507,353 |
Long-Term Liabilities | ||
Payable for research and development agreement - long term | 210,000 | |
Convertible notes payable, related party, net - long-term | 193,346 | 150,000 |
Convertible notes payable, net - long-term | 4,242,966 | 3,386,868 |
Total Long-Term Liabilities | 4,646,312 | 3,536,868 |
Total Liabilities | 7,182,189 | 4,044,221 |
Stockholders' Deficit: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 4,068,557 and 3,861,849 shares issued and outstanding, respectively | 4,069 | 3,862 |
Additional paid-in capital | 27,083,391 | 25,582,996 |
Accumulated deficit | (33,784,114) | (29,164,227) |
Total Stockholders' Deficit | (6,696,654) | (3,577,369) |
Total Liabilities and Stockholders' Deficit | $ 485,535 | $ 466,852 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 4,068,557 | 3,861,849 |
Common stock, shares outstanding | 4,068,557 | 3,861,849 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | ||
Revenue | ||
Total revenue | ||
Cost of revenue: | ||
Gross margin | ||
Operating expenses: | ||
Research and development expense | 2,099,463 | 2,036,792 |
Selling, general and administrative expense | 1,464,515 | 2,494,455 |
Total operating expenses | 3,563,978 | 4,531,247 |
Loss from operations | (3,563,978) | (4,531,247) |
Other income (expense): | ||
Loss on debt extinguishment | (648,551) | |
Warrant restructure | (2,179,612) | |
Write-off of deferred offering costs | (303,401) | |
Interest expense | (407,358) | (695,022) |
Total other expense | (1,055,909) | (3,178,035) |
Net loss | $ (4,619,887) | $ (7,709,282) |
Basic and diluted loss per share | $ (1.19) | $ (2) |
Weighted-average common shares outstanding, basic and diluted | 3,895,673 | 3,861,848 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance beginning at Dec. 31, 2017 | $ 3,862 | $ 21,387,907 | $ (21,454,945) | $ (63,176) |
Balance beginning, shares at Dec. 31, 2017 | 3,861,849 | |||
Stock-based compensation | 1,276,213 | 1,276,213 | ||
Revaluation of warrants | 2,179,612 | 2,179,612 | ||
Warrants issued to convertible debt placement agent | 275,281 | 275,281 | ||
Beneficial conversion feature | 463,983 | 463,983 | ||
Net loss | (7,709,282) | (7,709,282) | ||
Balance ending at Dec. 31, 2018 | $ 3,862 | 25,582,996 | (29,164,227) | (3,577,369) |
Balance ending, shares at Dec. 31, 2018 | 3,861,849 | |||
Stock-based compensation | 559,122 | 559,122 | ||
Warrants issued to convertible debt placement agent | 51,710 | 51,710 | ||
Shares issued under research and development agreement | $ 278 | 889,492 | 889,770 | |
Shares issued under research and development agreement, shares | 278,053 | |||
Shares cancelled by former directors | $ (71) | 71 | ||
Shares cancelled by former directors, shares | (71,345) | |||
Net loss | (4,619,887) | (4,619,887) | ||
Balance ending at Dec. 31, 2019 | $ 4,069 | $ 27,083,391 | $ (33,784,114) | $ (6,696,654) |
Balance ending, shares at Dec. 31, 2019 | 4,068,557 |
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 | $ (4,619,887) | $ (7,709,282) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and amortization | 54,179 | 38,996 |
Gain on sale of equipment | (3,294) | |
Share-based compensation | 559,122 | 1,276,213 |
Shares issued under research agreement | 889,770 | |
Amortization of research and development agreement | 560,000 | |
Transfer of inventory to research and development | 263,999 | |
Loss on debt extinguishment | 648,551 | |
Amortization of loan discount/loan fees | 22,857 | 408,726 |
Warrant restructure | 2,179,612 | |
Write-off of deferred offering costs | 303,401 | |
Change in assets and liabilities: | ||
Inventory | (8,362) | |
Prepaid expenses | 18,826 | 7,591 |
Accounts payable | 79,993 | (32,298) |
Accrued liabilities | 392,474 | 218,331 |
Net cash flows used in operating activities | (1,394,115) | (3,056,367) |
Cash flows from investing activities: | ||
Proceeds from sale of equipment | 8,539 | |
Net cash flows provided by investing activities | 8,539 | |
Cash flows from financing activities: | ||
Payment for placement of convertible notes payable | (25,000) | (322,275) |
Payment on long-term payable | (150,000) | |
Proceeds from short term notes payable | 105,000 | |
Proceeds from convertible notes payable - related party | 50,000 | |
Proceeds from convertible notes payable | 1,372,250 | 2,982,750 |
Net cash flows provided by financing activities | 1,352,250 | 2,660,475 |
Net decrease in cash | (41,865) | (387,353) |
Cash at beginning of period | 249,286 | 636,639 |
Cash at end of period | 207,421 | 249,286 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | 48,145 | 48,277 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Debt discount on convertible notes - warrants | 95,835 | 275,281 |
Payment of research and development agreement with long term payable | 560,000 | |
Leasehold improvements purchased through convertible note | 133,553 | |
Cancellation of former board shares | 71 | |
Beneficial conversion feature | $ 463,983 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies Organization Principles of Consolidation Going Concern – The ability of the Company to continue as a going concern is dependent on the Company successfully obtaining additional funding, developing products that can be sold profitably, and generating cash through operating activities. Management’s plans include issuing equity or debt securities to fund capital requirements and developing ongoing operations. Use of Estimates Concentration of Credit Risk Fair Value of Financial Instruments Cash and Cash Equivalents Trade Receivables and Credit Policies Inventory Property and Equipment Intangible Assets Impairment or Disposal of Long-Lived Asset Research and Development Employee Stock-based Compensation Non-Employee Stock-based Compensation Income Taxes The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Basic and Diluted Loss Per Share and 2018, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: December 31, 2019 2018 Warrants to purchase shares 1,255,667 1,227,809 Stock options 526,135 310,635 Convertible notes 1,774,351 698,919 Foreign Currency Policy – Related Parties Recent Accounting Pronouncements Emerging Growth Company Leases Stock Compensation The Company has reviewed other recent accounting pronouncements and has determined that they will not significantly impact the Company’s results of operations or financial position. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 2 – Inventory Inventory principally consisted of the cost of materials purchased and assembled during the years ended December 31, 2018. The cost of inventory also included the costs of direct labor for the assembly and certain indirect costs incurred in connection with purchasing of parts and the assembly of products. Due to the uncertainty of when the Company would receive revenue and in anticipation research projects, on December 31, 2018 the Company reassigned all inventory to research and development supplies. |
Research and Development Agreem
Research and Development Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Research and Development [Abstract] | |
Research and Development Agreement | Note 3 – Research and Development Agreement On July 29, 2019, the Company amended a license agreement dated April 10, 2013 between the Company and ProLung Biotech Wuxi / ProLung China (Wuxi). The original agreement allowed Wuxi to utilize the Company’s technology in China in return for royalty payments based on ProLung China’s revenues. Wuxi has yet to earn any revenue but has been conducting clinical trials. The license agreement was amended whereby Wuxi will provide the Company its clinical trial data, know-how and improvements which the Company will use outside the greater China area. This amendment further requires full collaboration (i.e., protocols and methodologies) between the two entities. In consideration for such trial data and know-how, the Company will make cash payments to Wuxi of up to $560,000 and issue up to 347,566 shares of common stock upon the completion of certain events. The Company will issue and value the shares as the following conditions are met: ● 139,027 shares upon Wuxi delivering their know-how and improvements to the Company plus up to 200 hours of operator training. This condition was met in October 2019. ● 69,513 shares upon delivering information and materials from Wuxi’s Clinical Trial Data (PLW-216) for the purpose of review and monitoring which are sufficient for the Company to use in the US FDA Pre-sub mission review process. This condition was met in December 2019. ● 69,513 shares upon Wuxi transferring to the Company upon the Company’s request for the completed China Clinical Trial Data (PLW-216). This condition was met in December 2019. ● 69,513 shares upon Wuxi losing the sites of the validation study utilizing Wuxi know how and improvements for submission to the US FDA for approval. This condition has yet to be met. Through December 31, 2019, 278,053 shares had been issued based on conditions being met for a value of $889,770. The value of the stock issued was based on the conversion rate of convertible debt being issued at the time the conditions were met. The final 69,513 shares will be issued once the final milestone is met. The cash payments are payable as follows: $150,000 in October 2019; $100,000 in April 2020; $85,000 in October 2020; $100,000 in April 2021; $100,000 in October 2021; and $25,000 in April 2022. The Company made $150,000 in payments through December 31, 2019 the remaining $410,000 is payable through April 2022. Once the initial milestone was met in October 2019 the entire $560,000 was recorded as research and development expense. |
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 at December 31, 2019 and 2018: December 31, Life 2019 2018 Leasehold improvements 3 Years $ 133,553 $ - Computer equipment 3 years 31,392 31,393 Office equipment 3 to 5 years 19,152 19,151 Tooling 5 years 92,228 92,228 276,325 142,772 Less accumulated depreciation (140,692 ) (96,073 ) Property and equipment, net $ 135,633 $ 46,699 Depreciation expense for the years ended December 31, 2019 and 2018 was $44,619 and $29,434, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 – Intangible Assets In December 2015, the Company purchased patents for a probe as well as enhanced surface and tips for obtaining bioelectrical signals for $175,300. These patents will be amortized over 220 months (18.3 years), at a rate of $797 per month, or $9,562 per year. During the years ended December 31, 2019 and 2018 the Company recognized amortization expense of $9,562 each year. At December 31, 2019, there was accumulated amortization of $38,246. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 6 – Accrued Liabilities Accrued liabilities consists of the following at December 31, 2019 and 2018: December 31, 2019 2018 Accrued interest $ 524,136 $ 187,779 Accrued royalties 17,873 17,873 Accrued settlement 55,000 - Accrued payroll and payroll taxes 39,198 38,081 Accrued liabilities $ 636,207 $ 243,733 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 –Notes Payable Short-term loans payable The Company issued short term loans totaling $105,000 during 2019 for working capital. These loans are due on demand and accrue interest at 14.5%. The principal is due in cash and the accrued interest can be paid either in cash or common shares. At December 31, 2019, there was $5,982 in accrued interest related to these notes. Convertible Notes Payable 2015 Convertible Note Issuances In 2015, the Company issued two convertible promissory notes (the “convertible notes”) in the aggregate principal amount of $1,206,931 to two investment entities controlled by a single family. The convertible notes are unsecured and accrue interest at the rate of 8% per annum, with interest payable on the last day of each calendar quarter. The principal amount under the convertible notes is due on the five-year anniversary of the issue date. The convertible notes are convertible at any time prior to maturity at the option of the holders at a conversion rate of $6.00 per share. If the Company’s common stock commences trading and closes at a price of $28.00 per share for five consecutive trading days, the principal amount under the convertible notes automatically converts into common stock at the rate of $6.00 per share. 2018 Convertible Note Issuances During 2018, the Company issued 8% convertible notes. The convertible notes were unsecured. Principal and accrued interest were due two years from the date of issuance. The holder of the convertible note is entitled, at its option, to convert all, or any portion of the outstanding principal and interest, into shares of the Company’s common stock originally at a conversion price of $6.30 per share. Interest accruing from the date of issuance to the conversion date shall be paid on the maturity date. Under the original terms, if the Company completed a public offering of its common stock, the convertible notes and accrued interest automatically convert into common stock at the lower of i) 90% of the public offering price or ii) $6.30 per share. During 2018, the Company issued $2,982,750 in convertible notes; $150,000 of which from a current board member. On the date the convertible notes were issued, the fair value of the Company’s stock was estimated to be $7.28 per share which was greater than the conversion rate of $6.30. The $0.98 per share difference is considered a beneficial conversion feature. The beneficial conversion feature related to the convertible notes was $463,983. On the date of issuance, the Company also assessed the conversion feature for possible derivative treatment (under ASC 815) and determined the conversion feature was indexed to the Company’s common stock and thus not a derivative. The Company utilized a placement agent in connection with the offering which entitled them to a cash commission of 10% of the convertible notes issued, $25,000 for non-accountable expenses and warrants to purchase 10% of the potential conversion shares of stock associated with the principal portion of convertible notes issued by the Company (47,186 warrants). Pursuant to this agreement, the Company incurred cash commission fees to the placement agent of $322,275. The value of the 47,186 warrants was $275,321 ($5.83 per warrant), derived utilizing the Black-Scholes Pricing Model with the following weighted average assumptions: Expected life 2.5 years Exercise price $ 7.29 Expected volatility 160 % Expected dividends n/a Risk-free interest rate 2.35 % The $597,596 in loan costs incurred was added to the $463,983 beneficial conversion feature creating a debt discount (“discount”) of $1,061,579. The discount will be amortized as a component of interest expense over the term of the convertible notes. During the year ended December 31, 2018, the Company recognized interest expense of $408,726 related to the amortization of the beneficial conversion feature and loan costs. As of December 31, 2018, the unamortized balance of the beneficial conversion feature and loan costs is $652,813. In January 2019, the Board proposed, and a majority of the note holders agreed, to a modification to the convertible notes by extending the maturity date to March 2022 and decreasing the conversion price to $5.20 per share which was deemed to be the fair value of the common stock on the date of the modification. Due to the significance of the change in conversion price $2,862,750 of notes payable were considered extinguished and reissued. The Company recognized interest expense of $4,263 and a loss of $633,628 related to the deemed extinguishment. On April 15, 2019, the Board agreed to decrease the conversion rate of certain convertible notes to $3.20 per share. Due to the significance of the change in conversion price, $3,232,750 of notes payable ($2,982,750 of 2018 issuances and $250,000 in 2019 convertible notes described below) were considered extinguished and reissued. The Company recognized an additional loss of $14,923 as a result of this deemed extinguishment. These modifications did not require recording a beneficial conversion feature. 2019 Convertible Note Issuances During the year ended December 31, 2019, the Company issued $1,555,803 in convertible notes; $50,000 of which from a current board member. The Company received cash proceeds of $1,422,250 and settled $133,553 in leasehold improvements. These notes are unsecured, bear interest at 8% and are convertible at $3.20 per share ($250,000 of these notes were originally convertible at $5.20 and reduced in April 2019 as described above). The notes are due March 2022. Since these notes had a conversion price that was not “in the money” upon issuance there was no beneficial conversion feature recorded. On the date of issuance, the Company also assessed the conversion feature for possible derivative treatment (under ASC 815) and determined the conversion feature was indexed to the Company’s common stock and thus not a derivative. The Company incurred $69,125 of loan costs and issued 21,608 warrants to a broker related to these loans. These warrants are exercisable at $3.20 and expire in ten years. The value of the warrants was $51,710 ($2.39 per warrant), derived utilizing the Black-Scholes Pricing Model with the following weighted average assumptions: Expected life 5.0 years Exercise price $ 3.20 Expected volatility 100 % Expected dividends n/a Risk-free interest rate 1.83 % The $120,835 in loan costs incurred will be amortized as a component of interest expense over the term of the convertible notes. During the year ended December 31, 2019, the Company recognized interest expense of $18,594 related to the amortization of the loan costs. As of December 31, 2019, the unamortized balance loan costs is $102,241. Convertible notes payable is summarized as follows : December 31, 2019 2018 Convertible notes payable; unsecured; interest at 8%; due March 2020 (included related party amount of $150,000); balance transferred to March 2022 notes $ - $ 2,982,750 Convertible notes payable; unsecured; interest at 8%; due March 2022 (includes related party amount of $200,000) 4,538,553 - Convertible notes payable; unsecured; interest at 8.00%; due November 2020 1,206,931 1,206,931 Unamortized discount and loan costs (includes related party amount of $6,654) (102,241 ) (652,813 ) Notes payable, net $ 5,643,243 $ 3,536,868 Less: current portion, net (1,206,931 ) - Convertible notes payable - long term, net $ 4,436,312 $ 3,536,868 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Preferred Stock | Note 8 – Preferred Stock The stockholders of the Company have authorized 10,000,000 shares of preferred stock, par value $0.001 per share. The preferred stock may be issued in one or more series. The Board has the right to fix the number of shares of each series (within the total number of authorized shares of the preferred stock available for designation as a part of such series), and designate, in whole or part, the preferences, limitations and relative rights of each series of preferred stock. As of December 31, 2019, and 2018, the Board has not designated any series of preferred stock and there are no shares of preferred stock issued or outstanding. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock | Note 9 – Common Stock Common Stock Issued for Services See Note 3 for common stock issued under a research and development agreement. Public Offering of Common Stock of the Company During 2017 through February 2018, the Company filed a Registration Statement and subsequent amendments on Form S-1 (the “Registration Statement”). The Registration Statement related to a potential public offering of the Company’s common stock. There was no assurance that any shares would be offered and sold pursuant to such Registration Statement. Through February 2018, the Company incurred cash offering costs totaling $303,401 which were to be offset against the proceeds received if such offering was completed. In February 2018, the Board suspended the offering, and in June 2018, the Board decided not to pursue the public offering in the near future and the Company wrote-off the deferred offering costs to expense. Return of Former Board Member Shares As part of a settlement with the Utah Division of Securities (further discussed in Note 12), certain former directors of the Company returned 71,345 shares of common stock. There was no consideration given to these shareholders for the return of the shares. Warrant Restructure During 2016 and through May 2017, the Company issued equity under a private placement agreement. As part of the offering, a total of 697,293 warrants were issued with an initial exercise price of $12 per share. In December 2018, the Board decided to lower the exercise price of these warrants to $5.20 and extended the maturity date to March 2022. The Company recorded the $2,179,612 difference in fair value as a warrant restructure expense. The fair value(s) were derived using the Black Scholes pricing model with the value before being $0.31 per warrant ($212,987) based on an exercise price of $12, risk-free interest rate of 2.39%, expected volatility of 156%, expected life of 0.20 years, and expected dividend yield of zero; the value after was $3.43 per warrant ($2,392,599) based on an exercise price of $5.20 risk-free interest rate of 2.66%, expected volatility of 147%, expected life of 1.64 years, and expected dividend yield of zero. |
Common Stock Options
Common Stock Options | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Options | Note 10 – Common Stock Options Equity Incentive Plan In April 2017, the Board, contingent on shareholder approval, approved the ProLung, Inc. Stock Incentive Plan (the “Plan”). The shareholders approved the Plan in July 2017. The Plan authorizes the Board compensation Committee to grant incentive stock options, non-incentive stock options, stock bonuses, restricted stock, and performance-based awards to directors, officers and employees and non-employee agents, consultants, advisers and independent contractors of the Company or any parent or subsidiary of the Company. The total number of initial shares of Common Stock authorized for issuance under the Plan is 500,000 shares. The authorized shares will automatically increase on January 1 of each year, for ten consecutive years, commencing on January 1, 2018, by the lesser of (i) 40,000 shares of Common Stock (i.e., 8% of the shares of the shares originally authorized to be issued), or (ii) such number of shares of common stock (if any) the Board may earlier designate in writing. If the automatic increases are not limited by the Board, there will be 900,000 shares of common stock authorized under the Plan in January 1, 2027. At December 31, 2019 there were 53,865 options available under the plan. Issuance of Stock Options under the Plan 2019 Board and Employee Option Grants In June 2019, the Board’s approved the issuance of 135,000 options to employees of the Company at an exercise price of $3.20 per option. These options vest monthly over one year. The fair value of these options was $2.87 per option or $387,730 and will be expensed over the relative vesting period. During 2019, 2,500 of these options have been forfeited. As part of an agreement for their service during 2019 current and former Board members accepted the issuance of 83,000 options to Board members at exercise prices ranging from $3.20 to $5.20 per option. These options vested upon issuance. The fair value of these options was $2.77 per option or $230,047 and was expensed upon grant. 2018 Board and Key Employee Option Grants In May 2018, as part of a bonus agreement the Board approved the issuance of 30,000 options to our Chief Medical Officer with an exercise price of $8 per option. These options vested upon issuance. At various Board meetings during the year ended December 31, 2018, the Board approved the issuance of stock options as payment for their 2018 Board fees in lieu of cash. The Company issued 115,954 options to these Board members with exercise prices ranging from $5.20 to $8.00 per share and vested through 2018. During 2018, certain employees separated from the Company and several directors resigned resulting in 40,222 options being forfeited and $140,303 of future expense being eliminated. During 2018, as part of a reduction in force, certain employees either resigned or separated from the Company. As part of their separation, the Board elected to fully vest these individuals’ stock options. Also, the Board agreed to allow these options to expire at their original expiration date. As a result 32,343 options vested and the Company immediately recognized all unvested expense related to these options. The fair value of these options was $2.93 and $5.47 per option for the year ended December 31, 2019 and 2018. The fair value was computed using the Black Scholes method using the following weighted-average assumptions: 2019 2018 Expected life 5.3 years 5.0 years Exercise price $ 3.64 $ 6.75 Expected volatility 138 % 132 % Expected dividends n/a n/a Risk-free interest rate 1.82 % 2.71 % The Company recorded an expense of $549,747 and $1,410,409 for the year ended December 31, 2019 and 2018 related to these options. The $164,240 remaining unrecognized expense will be recognized through June 2020. CEO Stock Option Incentive In August 2017, the Company granted the Company’s former CEO stock option incentives related to FDA approval. The stock option shall expire 10 years after the grant date and shall vest with respect to a number of options of Common Stock upon the receipt of FDA marketing authorization (as defined below), with such number of options to be as follows: ● 112,500 options if FDA marketing authorization is obtained after January 1, 2018 and on or before July 1, 2018; ● 75,000 options if FDA marketing authorization is obtained after July 1, 2018 and on or before January 1, 2019; ● 37,500 options if FDA marketing authorization is obtained after January 1, 2019 and on or before January 1, 2020. The Company considers these options to be performance based. Solely for accounting purposes, the Company originally estimated FDA marketing authorization would be obtained by December 2018. Based on this estimate, the most probable number of options to be issued would have been 75,000. On the date of issuance the Company computed the value of these options using the Black-Scholes Pricing Model using the following assumptions: Expected life 5.70 years Exercise price $ 8.00 Expected volatility 116 % Expected dividends None Risk-free interest rate 1.84 % The resulting value of $472,000 ($6.29 per option) would be amortized over the vesting period which was estimated to be through December 31, 2018. During 2018, the Company concluded it was improbable that FDA marketing authorization would be obtained by December 31, 2019. The Company updated their estimate whereby the conditions for vesting will not be met by December 31, 2019. Based on the estimate, the number of options decreased from 75,000 to zero and the resulting value from $472,000 to zero. As a result, $134,196 of compensation expense recognized during the year ended December 31, 2017 was reversed during the year ended December 31, 2018. A summary of option activity for the years ended December 31, 2019 and 2018 is presented below: Weighted Aggregate Weighted Average Intrinsic Shares Average Remaining Value of Under Exercise Contractual Vested Options Price Life Options Outstanding at December 31, 2017 331,000 $ 8.05 10.0 years Issued 145,954 $ 6.75 Adjustment (75,000 ) $ 12.00 Forfeited/Expired (91,319 ) $ 8.19 Outstanding at December 31, 2018 310,635 $ 7.41 9.2 years $ - Vested at December 31, 2018 276,823 $ 7.34 9.2 years $ - Outstanding at December 31, 2018 310,635 $ 7.41 9.2 years Issued 218,000 $ 3.59 Adjustment - $ - Forfeited/Expired (2,500 ) S 3.20 Outstanding at December 31, 2019 526,135 $ 5.85 8.7 years $ - Vested at December 31, 2019 461,135 $ 6.23 8.6 years $ - Total stock-based compensation expense from options and warrants (Note 11) and related amortization have been included in the consolidated statements of operations as follows: For the Year Ending December 31, 2019 2018 Research and development expense $ 97,433 $ 634,205 Selling, general and administrative expense 461,689 642,008 Total share-based compensation $ 559,122 $ 1,276,213 |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Warrants | Note 11 – Common Stock Warrants The Company has issued warrants to purchase its common stock for equity, debt and compensation reasons. See Note 7 for 21,608 and 47,186 warrants issued as part of loan issuance costs during the years ended December 31, 2019 and 2018, respectively. In August 2019 the Company and a former consultant reinstated a consulting agreement whereby this consultant, based on services rendered, will receive 1,875 warrants a month through May 2020. A member of this consulting firm is also on the Board. Through December 31, 2019, 9,375 warrants had been issued. The warrants have an exercise price of $4.00 and vest upon issuance and expire October 2024. The fair value of the warrant shares issued was $21,803 and recorded as an expense during the period. The weighted-average assumptions used for these warrant shares were risk-free interest rate of 1.56%, expected volatility of 146%, expected life of 2.5 years, and expected dividend yield of zero. A summary of warrant activity for the years ended December 31, 2019 and 2018 is presented below: Weighted Aggregate Weighted Average Intrinsic Shares Average Remaining Value of Under Exercise Contractual Vested Warrants Price Life Warrants Outstanding at December 31, 2017 1,184,998 $ 9.16 1.9 years Issued 47,186 $ 7.29 Exercised - Expired/Forfeited (4,375 ) $ 8.57 Outstanding at December 31, 2018 1,227,809 $ 5.21 3.4 years Issued 30,983 $ 3.44 Exercised - Expired/Forfeited (3,125 ) $ 4.00 Outstanding at December 31, 2019 1,255,667 $ 5.17 2.5 years |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies Research and Development Agreement See Note 3 Research & Development Agreement for commitment to ProLung China under a research and development agreement. Lease Agreement In May 2019 the Company entered into a new lease agreement for its office space. The lease amount is $3,600 per month and expires in April 2022. The Company inhabited the office in September and incurred $14,400 in lease expense as it relates to this lease during the remainder of 2019. The remaining minimum lease expense is expected to be $43,200 for 2020 and 2021and $14,400 for 2022. The Company also incurred $133,553 in leasehold improvements that were settled with a convertible note payable (Note 7). These improvements will be amortized through April 2022. Utah Division of Securities On April 23, 2019, the Utah Division of Securities (the “ Division In January 2020, the Division issued a Stipulation and Consent Order which set forth the following: 1) the Company agrees to settle the matter with the Division by way of the Stipulation and Consent Order; 2) the Stipulation and Consent Order fully resolves all claims the Division has against the Company pertaining to the Order to Show Cause; 3) the Division, the Company and Bauer, agree to promptly file a stipulation and joint motion to dismiss the Company and Bauer from this administrative action, with respect to Count 1 against the Company and Bauer (the only claim brought against Bauer); 4) In or about April 2014, the Company Board of Directors circulated a consent agreement regarding the issuance of 72,763 Company stock certificates to select members of the Company Board of Directors in connection with “financing services provided” by those members; 5) In or about April 2014, the Company issued stock grants of 27,000 shares to Robert W. Raybould, 2,044 shares to Steve Eror, 7,969 shares to Tim Treu; 24,188 shares to Clark Campbell; and 12,188 shares to Todd Morgan; 6) Subsequent to issuance of those shares, ProLung was informed by counsel of potential consequences for Pro Lung employing unlicensed agents and individuals receiving the shares as compensation directly for sale of securities without a securities license, as opposed to receiving shares as compensation for generalized board service. Subsequently, no further shares were issued as compensation for fundraising. Mr. Eror returned his shares to the Company. However, Raybould, Treu, Campbell and Morgan did not return their shares to the Company. The Company did not disclose the potential licensing violation until on or about December 3, 2018, in its Note Purchase Agreements. As set forth by the Company in its Form 8-K dated November 27, 2019, Campbell, Treu, Morgan, and Raybould entered into Stipulation and Consent Orders wherein they returned shares of stock to the Company’s treasury and paid fines to the Division of Securities. On January 9, 2020, the Division entered an order as follows: 1) entering certain Findings and Conclusions by the Division, which ProLung admitted via a Stipulation and Consent Order; 2) ordering ProLung to cease and desist from violating Utah Uniform Securities Act (the “ Act ”) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes The Company provides for income taxes using an asset and liability-based approach. Deferred income tax assets and liabilities are recorded to reflect the future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Tax Cuts and Jobs Act was enacted on December 22, 2017 which reduced the U.S. corporate statutory tax rate from 35% to 21%. The Company changed its effective federal rate to 21% as the expected rate for our deferred tax items. Our effective state rate is unchanged at 5%. The significant components of net deferred tax assets (liabilities) were as follows at December 31, 2019 and 2018: December 31, 2019 2018 Net operating losses $ 6,190,000 $ 5,309,400 Research and development credit carryforward 209,900 177,800 Depreciation and amortization (8,100 ) (8,500 ) Valuation allowance (6,391,800 ) (5,478,700 ) Net Deferred Tax Asset $ - $ - As of December 31, 2019, the Company had no unrecognized tax benefits that, if recognized, would affect the Company’s effective income tax rate over the next 12 months. A reconciliation of the expected income tax benefit at the U.S. Federal income tax rate to the income tax benefit actually recognized for the years ended December 31, 2019 and 2018 is set forth below: For the Year Ended December 31, 2019 2018 Net loss $ (1,201,000 ) $ (2,004,000 ) Non-deductible expenses and other 287,900 976,600 Change in valuation allowance 913,100 1,027,400 Benefit from income taxes $ - $ - As of December 31, 2019, the Company has a net operating loss carry-forward for U.S. federal income tax purposes of approximately $23.8 million. This carry-forward is available to offset future taxable income, if any, and will expire, if not used, from 2023 through 2039. The utilization of the net operating loss carry-forward is dependent upon the tax laws in effect at the time the net operating loss carry-forward can be utilized and may be limited by changes in ownership control of the Company. The Company’s U.S. federal and Utah income tax returns, constituting the returns of the major taxing jurisdictions, are subject to examination by the taxing authorities for all open years as prescribed by applicable statute. No income tax waivers have been executed that would extend the period subject to examination beyond the period prescribed by statute. The Company is no longer subject to U.S. federal tax examinations for tax years before and including December 31, 2016. The Company is no longer subject to Utah state tax examinations for tax years before and including December 31, 2014. During the years ended December 31, 2019 and 2018, the Company did not incur interest and penalties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events Subsequent to December 31, 2019, the Company has raised approximately $1.6M in convertible notes. These notes are convertible at $3.20 per share bear interest at 8% and mature in March 2022. As part of the proceeds received 52,947 warrants were issued as part of loan issuance costs. During 2020, the Company applied for and received funding from the Payroll Protection Program (the “PPP Loan”) in the amount of $126,000. under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan matures in April 2025 and bears interest at a rate of 1.0% per annum. Monthly amortized principal and interest payments are deferred for six months after the date of disbursement. The Promissory Note contains events of default and other provisions customary for a loan of this type. The Paycheck Protection Program provides that the use of PPP Loan amount shall be limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. The Company is closely monitoring the impact of the 2019 novel coronavirus, or COVID-19. COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020 and the President of the United States declared the COVID-19 outbreak a national emergency. The future impacts of the pandemic and any resulting economic impact are largely unknown and evolving. It is possible that the COVID-19 pandemic, the measures taken by the governments of countries affected and the resulting economic impact may materially and adversely affect the Company’s results of operations, cash flows and financial position as well as its customers. In May 2020, the Company issued 15,000 shares to a consultant for services rendered. At March 31, 2020 and June 30, 2020 the Company issued 13,000 options, for a total of 26,000 options, to Directors for their services rendered. These options have exercise prices ranging from $2.47 to $3.20 per share. As part of a consulting agreement discussed in Note 11 we issued 11,250 warrants at $4.00 per share during 2020 to satisfy this agreement. In May 2020, the Company issued 73,887 options to employees at an exercise price of $2.47. These options vest over four years and expire in 10 years. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization | Organization |
Principles of Consolidation | Principles of Consolidation |
Going Concern | Going Concern – The ability of the Company to continue as a going concern is dependent on the Company successfully obtaining additional funding, developing products that can be sold profitably, and generating cash through operating activities. Management’s plans include issuing equity or debt securities to fund capital requirements and developing ongoing operations. |
Use of Estimates | Use of Estimates |
Concentration of Credit Risk | Concentration of Credit Risk |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Trade Receivables and Credit Policies | Trade Receivables and Credit Policies |
Inventory | Inventory |
Property and Equipment | Property and Equipment |
Intangible Assets | Intangible Assets |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Asset |
Research and Development | Research and Development |
Employee Stock-based Compensation | Employee Stock-based Compensation |
Non-Employee Stock-based Compensation | Non-Employee Stock-based Compensation |
Income Taxes | Income Taxes The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share and 2018, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: December 31, 2019 2018 Warrants to purchase shares 1,255,667 1,227,809 Stock options 526,135 310,635 Convertible notes 1,774,351 698,919 |
Foreign Currency Policy | Foreign Currency Policy – |
Related Parties | Related Parties |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Emerging Growth Company Leases Stock Compensation The Company has reviewed other recent accounting pronouncements and has determined that they will not significantly impact the Company’s results of operations or financial position. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of December 31, 2019 and 2018, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: December 31, 2019 2018 Warrants to purchase shares 1,255,667 1,227,809 Stock options 526,135 310,635 Convertible notes 1,774,351 698,919 |
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 at December 31, 2019 and 2018: December 31, Life 2019 2018 Leasehold improvements 3 Years $ 133,553 $ - Computer equipment 3 years 31,392 31,393 Office equipment 3 to 5 years 19,152 19,151 Tooling 5 years 92,228 92,228 276,325 142,772 Less accumulated depreciation (140,692 ) (96,073 ) Property and equipment, net $ 135,633 $ 46,699 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consists of the following at December 31, 2019 and 2018: December 31, 2019 2018 Accrued interest $ 524,136 $ 187,779 Accrued royalties 17,873 17,873 Accrued settlement 55,000 - Accrued payroll and payroll taxes 39,198 38,081 Accrued liabilities $ 636,207 $ 243,733 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Convertible Notes Payable | Convertible notes payable is summarized as follows : December 31, 2019 2018 Convertible notes payable; unsecured; interest at 8%; due March 2020 (included related party amount of $150,000); balance transferred to March 2022 notes $ - $ 2,982,750 Convertible notes payable; unsecured; interest at 8%; due March 2022 (includes related party amount of $200,000) 4,538,553 - Convertible notes payable; unsecured; interest at 8.00%; due November 2020 1,206,931 1,206,931 Unamortized discount and loan costs (includes related party amount of $6,654) (102,241 ) (652,813 ) Notes payable, net $ 5,643,243 $ 3,536,868 Less: current portion, net (1,206,931 ) - Convertible notes payable - long term, net $ 4,436,312 $ 3,536,868 |
2018 Convertible Note Issuances [Member] | |
Schedule of Weighted Average Assumptions | Expected life 2.5 years Exercise price $ 7.29 Expected volatility 160 % Expected dividends n/a Risk-free interest rate 2.35 % |
2019 Convertible Note Issuances [Member] | |
Schedule of Weighted Average Assumptions | Expected life 5.0 years Exercise price $ 3.20 Expected volatility 100 % Expected dividends n/a Risk-free interest rate 1.83 % |
Common Stock Options (Tables)
Common Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Option Activity | A summary of option activity for the years ended December 31, 2019 and 2018 is presented below: Weighted Aggregate Weighted Average Intrinsic Shares Average Remaining Value of Under Exercise Contractual Vested Options Price Life Options Outstanding at December 31, 2017 331,000 $ 8.05 10.0 years Issued 145,954 $ 6.75 Adjustment (75,000 ) $ 12.00 Forfeited/Expired (91,319 ) $ 8.19 Outstanding at December 31, 2018 310,635 $ 7.41 9.2 years $ - Vested at December 31, 2018 276,823 $ 7.34 9.2 years $ - Outstanding at December 31, 2018 310,635 $ 7.41 9.2 years Issued 218,000 $ 3.59 Adjustment - $ - Forfeited/Expired (2,500 ) S 3.20 Outstanding at December 31, 2019 526,135 $ 5.85 8.7 years $ - Vested at December 31, 2019 461,135 $ 6.23 8.6 years $ - |
Schedule of Share-based Compensation Expense from Options and Warrants | Total stock-based compensation expense from options and warrants (Note 11) and related amortization have been included in the consolidated statements of operations as follows: For the Year Ending December 31, 2019 2018 Research and development expense $ 97,433 $ 634,205 Selling, general and administrative expense 461,689 642,008 Total share-based compensation $ 559,122 $ 1,276,213 |
Board and Key Employee Option Grants [Member] | |
Schedule of Fair Value of Options Grants Using Black Scholes Method | The fair value was computed using the Black Scholes method using the following weighted-average assumptions: 2019 2018 Expected life 5.3 years 5.0 years Exercise price $ 3.64 $ 6.75 Expected volatility 138 % 132 % Expected dividends n/a n/a Risk-free interest rate 1.82 % 2.71 % |
CEO Stock Option Incentive [Member] | |
Schedule of Fair Value of Options Grants Using Black Scholes Method | On the date of issuance the Company computed the value of these options using the Black-Scholes Pricing Model using the following assumptions: Expected life 5.70 years Exercise price $ 8.00 Expected volatility 116 % Expected dividends None Risk-free interest rate 1.84 % |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Warrant Activity | A summary of warrant activity for the years ended December 31, 2019 and 2018 is presented below: Weighted Aggregate Weighted Average Intrinsic Shares Average Remaining Value of Under Exercise Contractual Vested Warrants Price Life Warrants Outstanding at December 31, 2017 1,184,998 $ 9.16 1.9 years Issued 47,186 $ 7.29 Exercised - Expired/Forfeited (4,375 ) $ 8.57 Outstanding at December 31, 2018 1,227,809 $ 5.21 3.4 years Issued 30,983 $ 3.44 Exercised - Expired/Forfeited (3,125 ) $ 4.00 Outstanding at December 31, 2019 1,255,667 $ 5.17 2.5 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Net Deferred Tax Assets (Liabilities) | The significant components of net deferred tax assets (liabilities) were as follows at December 31, 2019 and 2018: December 31, 2019 2018 Net operating losses $ 6,190,000 $ 5,309,400 Research and development credit carryforward 209,900 177,800 Depreciation and amortization (8,100 ) (8,500 ) Valuation allowance (6,391,800 ) (5,478,700 ) Net Deferred Tax Asset $ - $ - |
Schedule of Effective Reconciliation of Income Tax Expense Benefit | A reconciliation of the expected income tax benefit at the U.S. Federal income tax rate to the income tax benefit actually recognized for the years ended December 31, 2019 and 2018 is set forth below: For the Year Ended December 31, 2019 2018 Net loss $ (1,201,000 ) $ (2,004,000 ) Non-deductible expenses and other 287,900 976,600 Change in valuation allowance 913,100 1,027,400 Benefit from income taxes $ - $ - |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash equivalents | ||
Intangible assets useful life | 18 years | |
Income tax likelihood percentage | The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. | |
Foreign currency transactions | ||
Minimum [Member] | ||
Estimated useful lives of property and equipment | 3 years | |
Maximum [Member] | ||
Estimated useful lives of property and equipment | 5 years |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Warrants to Purchase Shares [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 1,255,667 | 1,227,809 |
Stock Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 526,135 | 310,635 |
Convertible Notes [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 1,774,351 | 698,919 |
Research and Development Agre_2
Research and Development Agreement (Details Narrative) - USD ($) | Jul. 29, 2019 | Apr. 30, 2022 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Apr. 30, 2020 | Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2022 |
Research and development expense | $ 2,099,463 | $ 2,036,792 | ||||||||
US FDA [Member] | ||||||||||
Number of issued shares of common stock | 69,513 | |||||||||
Forecast [Member] | ||||||||||
Cash payments for research and development | $ 410,000 | |||||||||
Wuxi's Clinical Trial Data (PLW-216) [Member] | ||||||||||
Number of issued shares of common stock | 69,513 | |||||||||
China Clinical Trial Data (PLW-216) [Member] | ||||||||||
Number of issued shares of common stock | 69,513 | |||||||||
License Agreement [Member] | ||||||||||
Cash payments for research and development | $ 150,000 | $ 150,000 | ||||||||
Number of issued shares of common stock | 139,027 | 278,053 | ||||||||
Number of issued shares, value | $ 889,770 | |||||||||
Research and development expense | $ 560,000 | |||||||||
License Agreement [Member] | Subsequent Event [Member] | ||||||||||
Cash payments for research and development | $ 100,000 | |||||||||
License Agreement [Member] | Forecast [Member] | ||||||||||
Cash payments for research and development | $ 25,000 | $ 100,000 | $ 100,000 | $ 85,000 | ||||||
License Agreement [Member] | ProLung Biotech Wuxi [Member] | Maximum [Member] | ||||||||||
Cash payments for research and development | $ 560,000 | |||||||||
Number of issued shares of common stock | 347,566 |
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 expense | $ 44,619 | $ 29,434 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property and equipment, gross | $ 276,325 | $ 142,772 |
Less accumulated depreciation | (140,692) | (96,073) |
Property and equipment, net | $ 135,633 | 46,699 |
Minimum [Member] | ||
Property and equipment useful life | 3 years | |
Maximum [Member] | ||
Property and equipment useful life | 5 years | |
Leasehold Improvements [Member] | ||
Property and equipment useful life | 3 years | |
Property and equipment, gross | $ 133,553 | |
Computer Equipment [Member] | ||
Property and equipment useful life | 3 years | |
Property and equipment, gross | $ 31,392 | 31,393 |
Office Equipment [Member] | ||
Property and equipment, gross | $ 19,152 | 19,151 |
Office Equipment [Member] | Minimum [Member] | ||
Property and equipment useful life | 3 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property and equipment useful life | 5 years | |
Tooling [Member] | ||
Property and equipment useful life | 5 years | |
Property and equipment, gross | $ 92,228 | $ 92,228 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Payments to acquire patents | $ 175,300 | ||
Patents, remaining amortization period | 220 months | ||
Amortization of patents per month | $ 797 | ||
Amortization of patents per year | 9,562 | ||
Amortization expense | 9,562 | $ 9,562 | |
Accumulated amortization | $ 38,246 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 524,136 | $ 187,779 |
Accrued royalties | 17,873 | 17,873 |
Accrued settlement | 55,000 | |
Accrued payroll and payroll taxes | 39,198 | 38,081 |
Accrued liabilities | $ 636,207 | $ 243,733 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Apr. 15, 2019USD ($)$ / shares | Jan. 31, 2019USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2015USD ($)Days$ / shares | Apr. 30, 2019USD ($)$ / shares |
Accrued interest | $ 524,136 | $ 187,779 | ||||
Conversion price per share | $ / shares | $ 3.20 | $ 5.20 | ||||
Beneficial conversion feature, value | 463,983 | |||||
Convertible notes | 5,643,243 | 3,536,868 | ||||
Amortization of debt discount | 22,857 | 408,726 | ||||
Interest expenses | $ 4,263 | 407,358 | 695,022 | |||
Maturity date description | Maturity date to March 2022. | |||||
Debt instrument, conversion amount | $ 3,232,750 | $ 2,862,750 | ||||
Loss on debt extinguishment | $ 14,923 | $ 633,628 | 648,551 | |||
Proceeds from convertible notes | 1,372,250 | $ 2,982,750 | ||||
Placement Agent [Member] | Warrants [Member] | ||||||
Cash commission percentage | 10.00% | |||||
Convertible notes | $ 25,000 | |||||
Warrants to purchase conversion shares, percentage | 10.00% | |||||
Number of warrant issued shares of common stock | shares | 47,186 | |||||
Cash commission fees | $ 322,275 | |||||
Value of warrants issued | $ 275,321 | |||||
Exercise price of warrants | $ / shares | $ 5.83 | |||||
Short-Term Loans Payable [Member] | ||||||
Short term loans payable | $ 105,000 | |||||
Debt interest rate | 14.50% | |||||
Accrued interest | $ 5,982 | |||||
Two Convertible Promissory Notes [Member] | ||||||
Debt interest rate | 8.00% | |||||
Principal amount | $ 1,206,931 | |||||
Conversion price per share | $ / shares | $ 6 | |||||
Closing price | $ / shares | $ 28 | |||||
Trading days | Days | 5 | |||||
Debt conversion, description | The convertible notes are convertible at any time prior to maturity at the option of the holders at a conversion rate of $6.00 per share. If the Company's common stock commences trading and closes at a price of $28.00 per share for five consecutive trading days, the principal amount under the convertible notes automatically converts into common stock at the rate of $6.00 per share. | |||||
Convertible Notes [Member] | ||||||
Debt interest rate | 8.00% | |||||
Conversion price per share | $ / shares | $ 6.30 | |||||
Public offering price, percentage | 90.00% | |||||
Convertible promissory notes, value | $ 2,982,750 | |||||
Fair value of common stock price, per share | $ / shares | $ 7.28 | |||||
Beneficial conversion feature, conversion price per share | $ / shares | $ 0.98 | |||||
Beneficial conversion feature, value | $ 463,983 | |||||
Convertible Notes [Member] | Current Board Member [Member] | ||||||
Convertible promissory notes, value | 150,000 | |||||
Convertible Promissory Notes [Member] | ||||||
Beneficial conversion feature, value | 463,983 | |||||
Loan costs | 597,596 | |||||
Amortization of debt discount | 1,061,579 | |||||
Interest expenses | 18,594 | 408,726 | ||||
Unamortized debt discount | 102,241 | 652,813 | ||||
Amortization of interest expenses | 120,835 | |||||
Notes Payable [Member] | ||||||
Debt instrument, conversion amount | $ 250,000 | $ 2,982,750 | ||||
Convertible Notes Payable [Member] | ||||||
Debt interest rate | 8.00% | 8.00% | ||||
Conversion price per share | $ / shares | $ 3.20 | $ 5.20 | ||||
Convertible notes | $ 2,982,750 | $ 250,000 | ||||
Loan costs | $ 69,125 | |||||
Number of warrant issued shares of common stock | shares | 21,608 | |||||
Exercise price of warrants | $ / shares | $ 3.20 | |||||
Maturity date description | The notes are due March 2022. | |||||
Payments to convertible notes | $ 1,555,803 | |||||
Proceeds from convertible notes | 1,422,250 | |||||
Settlement in leasehold improvements | $ 133,553 | |||||
Warrants term | 10 years | |||||
Convertible Notes Payable [Member] | Warrants [Member] | ||||||
Value of warrants issued | $ 51,710 | |||||
Exercise price of warrants | $ / shares | $ 2.39 | |||||
Convertible Notes Payable [Member] | Current Board Member [Member] | ||||||
Payments to convertible notes | $ 50,000 |
Notes Payable - Schedule of Wei
Notes Payable - Schedule of Weighted Average Assumptions (Details) - Convertible Notes Payable [Member] | 12 Months Ended | |
Dec. 31, 2019$ / shares | Dec. 31, 2018$ / shares | |
Expected Life [Member] | ||
Debt measurement, years | 5 years | 2 years 6 months |
Exercise Price [Member] | ||
Debt measurement input | 3.20 | 7.29 |
Expected Volatility [Member] | ||
Debt measurement input | 100 | 160 |
Expected Dividends [Member] | ||
Debt measurement input | 0 | 0 |
Risk-Free Interest Rate [Member] | ||
Debt measurement input | 1.83 | 2.35 |
Notes Payable - Schedule of Con
Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2018 |
Notes payable, net | $ 5,643,243 | $ 3,536,868 | |
Unamortized discount and loan costs | (102,241) | (652,813) | |
Less: current portion, net | (1,206,931) | ||
Convertible notes payable - long term, net | 4,242,966 | 3,386,868 | |
Convertible Notes Payable [Member] | |||
Notes payable, net | $ 250,000 | 2,982,750 | |
Convertible Notes Payable 1 [Member] | |||
Notes payable, net | 4,538,553 | ||
Convertible Notes Payable 2 [Member] | |||
Notes payable, net | $ 1,206,931 | $ 1,206,931 |
Notes Payable - Schedule of C_2
Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Convertible Notes Payable [Member] | ||
Debt interest percentage | 8.00% | 8.00% |
Debt maturity date, description | Due March 2020 | Due March 2020 |
Due to related parties | $ 150,000 | $ 150,000 |
Convertible Notes Payable 1 [Member] | ||
Debt interest percentage | 8.00% | 8.00% |
Debt maturity date, description | Due March 2022 | Due March 2022 |
Due to related parties | $ 200,000 | $ 200,000 |
Convertible Notes Payable 2 [Member] | ||
Debt interest percentage | 8.00% | 8.00% |
Debt maturity date, description | Due November 2020 | Due November 2020 |
Unamortized Discount and Loan Costs [Member] | ||
Due to related parties | $ 6,654 | $ 6,654 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares issued | ||
Preferred Stock, shares outstanding |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Before Warrant Restructure [Member] | ||
Exercise price of warrants | $ 0.31 | |
Fair value of warrants | $ 212,987 | |
Exercise price | $ 12 | |
Risk-free interest rate | 2.39% | |
Expected volatility | 156.00% | |
Expected life | 2 months 12 days | |
Expected dividends | 0.00% | |
After Warrant Restructure [Member] | ||
Exercise price of warrants | $ 3.43 | |
Fair value of warrants | $ 2,392,599 | |
Exercise price | $ 5.20 | |
Risk-free interest rate | 2.66% | |
Expected volatility | 147.00% | |
Expected life | 1 year 7 months 21 days | |
Expected dividends | 0.00% | |
Public Offering [Member] | Through February 2018 [Member] | ||
Cash offering costs | $ 303,401 | |
Number of common stock shares returned | 71,345 | |
Public Offering [Member] | During 2016 and Through May 2017 [Member] | ||
Warrants issued | 697,293 | |
Exercise price of warrants | $ 12 | $ 5.20 |
Warrant maturity date, description | Date to March 2022. | |
Fair value of warrants | $ 2,179,612 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 31, 2018 | Aug. 31, 2017 | Apr. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Common stock shares authorized | 120,000,000 | 120,000,000 | ||||
Common stock shares issued | 4,068,557 | 3,861,849 | ||||
Number of option granted | 218,000 | 145,954 | ||||
Stock options forfeited | 2,500 | |||||
Option exercise price per share | $ 3.59 | $ 6.75 | ||||
U.S. Food and Drug Administration [Member] | ||||||
Number of option granted | 75,000 | |||||
Fair value of price per option | $ 6.29 | |||||
Stock option expenses | $ 134,196 | |||||
Stock option expire year | 10 years | |||||
Fair value of options | $ 472,000 | |||||
Description on options vesting | During 2018, the Company concluded it was improbable that FDA marketing authorization would be obtained by December 31, 2019. The Company updated their estimate whereby the conditions for vesting will not be met by December 31, 2019. Based on the estimate, the number of options decreased from 75,000 to zero and the resulting value from $472,000 to zero. | |||||
Net reversal of compensation expense | $ 134,196 | |||||
Board and Key Employee Option Grants [Member] | ||||||
Number of option forfeited due to employee's separation and directors resignation | 40,222 | |||||
Amount of future expense eliminated | $ 140,303 | |||||
Number of options vested | 32,343 | |||||
Fair value of price per option | $ 2.93 | $ 5.47 | ||||
Stock option expenses | $ 549,747 | $ 1,410,409 | ||||
Employees [Member] | ||||||
Stock-based compensation, shares | 135,000 | |||||
Exercise price | $ 3.20 | |||||
Options vesting period | 1 year | |||||
Fair value of options | $ 2.87 | |||||
Stock-based compensation, value | $ 387,730 | |||||
Board Members [Member] | ||||||
Number of option granted | 115,954 | |||||
Stock-based compensation, shares | 83,000 | |||||
Fair value of options | $ 2.77 | |||||
Stock-based compensation, value | $ 230,047 | |||||
Board Members [Member] | Minimum [Member] | ||||||
Exercise price | $ 3.20 | |||||
Option exercise price per share | $ 5.20 | |||||
Board Members [Member] | Maximum [Member] | ||||||
Exercise price | $ 5.20 | |||||
Option exercise price per share | $ 8 | |||||
Chief Medical Officer [Member] | ||||||
Number of option granted | 30,000 | |||||
Option exercise price per share | $ 8 | |||||
Through June 2020 [Member] | ||||||
Unrecognized compensation expense | $ 164,240 | |||||
On or Before July 1, 2018 [Member] | U.S. Food and Drug Administration [Member] | ||||||
Number of option granted | 112,500 | |||||
On or Before January 1, 2019 [Member] | U.S. Food and Drug Administration [Member] | ||||||
Number of option granted | 75,000 | |||||
On or Before January 1, 2020 [Member] | U.S. Food and Drug Administration [Member] | ||||||
Number of option granted | 37,500 | |||||
Stock Incentive Plan [Member] | ||||||
Common stock shares authorized | 500,000 | |||||
Common stock shares issued | 40,000 | |||||
Common stock shares issued percentage | 8.00% | |||||
Number of option granted | 53,865 | |||||
Stock Incentive Plan [Member] | January 1, 2027 [Member] | ||||||
Common stock shares authorized | 900,000 |
Common Stock Options - Schedule
Common Stock Options - Schedule of Fair Value of Options Grants Using Black Scholes Method (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Board and Employee Option Grants [Member] | ||
Expected life | 5 years 3 months 19 days | 5 years |
Exercise price | $ 3.64 | $ 6.75 |
Expected volatility | 138.00% | 132.00% |
Expected dividends | 0.00% | 0.00% |
Risk-free interest rate | 1.82% | 2.71% |
CEO Stock Option Incentive [Member] | ||
Expected life | 5 years 8 months 12 days | |
Exercise price | $ 8 | |
Expected volatility | 116.00% | |
Expected dividends | 0.00% | |
Risk-free interest rate | 1.84% |
Common Stock Options - Summary
Common Stock Options - Summary of Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Shares Under Option, Outstanding Beginning Balance | 310,635 | 331,000 |
Shares Under Option, Issued | 218,000 | 145,954 |
Shares Under Option, Adjustment | (75,000) | |
Shares Under Option, Forfeited/Expired | (2,500) | (91,319) |
Shares Under Option, Outstanding Ending Balance | 526,135 | 310,635 |
Shares Under Option, Vested Ending Balance | 461,135 | 276,823 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 7.41 | $ 8.05 |
Weighted Average Exercise Price, Issued | 3.59 | 6.75 |
Weighted Average Exercise Price, Adjustment | 12 | |
Weighted Average Exercise Price, Forfeited/Expired | 3.20 | 8.19 |
Weighted Average Exercise Price, Outstanding Ending Balance | 5.85 | 7.41 |
Weighted Average Exercise Price, Vested Ending Balance | $ 6.23 | $ 7.34 |
Weighted Average Remaining Contractual Life, Outstanding Beginning | 9 years 2 months 12 days | 10 years |
Weighted Average Remaining Contractual Life, Outstanding Ending | 8 years 8 months 12 days | 9 years 2 months 12 days |
Weighted Average Remaining Contractual Life, Vested Ending Balance | 8 years 7 months 6 days | 9 years 2 months 12 days |
Aggregate Intrinsic Value Vested Options, Outstanding Beginning Balance | ||
Aggregate Intrinsic Value Vested Options, Outstanding Ending Balance | ||
Aggregate Intrinsic Value Vested Options, Vested Ending Balance |
Common Stock Options - Schedu_2
Common Stock Options - Schedule of Share-based Compensation Expense from Options and Warrants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total share-based compensation | $ 559,122 | $ 1,276,213 |
Research and Development Expense [Member] | ||
Total share-based compensation | 97,433 | 634,205 |
Selling, General and Administrative Expense [Member] | ||
Total share-based compensation | $ 461,689 | $ 642,008 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2019USD ($)$ / sharesshares | Aug. 31, 2019shares | Dec. 31, 2018shares | |
Former Consultant [Member] | Risk Free Interest Rate [Member] | |||
Warrants and rights outstanding measurement input | 1.56 | ||
Former Consultant [Member] | Expected Volatility [Member] | |||
Warrants and rights outstanding measurement input | 146 | ||
Former Consultant [Member] | Expected Dividend Yield [Member] | |||
Warrants and rights outstanding measurement input | 0 | ||
Warrants [Member] | |||
Warrants issued | 21,608 | 47,186 | |
Warrants [Member] | Former Consultant [Member] | |||
Warrants issued | 9,375 | 1,875 | |
Exercise price of warrants | $ / shares | $ 4 | ||
Warrants expiration date | Oct. 31, 2024 | ||
Fair value of warrants | $ | $ 21,803 | ||
Expected life | 2 years 6 months |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Warrant Activity (Details) - Warrants [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares Under Warrants Outstanding, Beginning Balance | 1,227,809 | 1,184,998 |
Shares Under Warrants, Issued | 30,983 | 47,186 |
Shares Under Warrants, Exercised | ||
Shares Under Warrants, Expired/Forfeited | (3,125) | (4,375) |
Shares Under Warrants Outstanding, Ending Balance | 1,255,667 | 1,227,809 |
Weighted-Average Exercise Price, Outstanding Beginning Balance | $ 5.21 | $ 9.16 |
Weighted-Average Exercise Price, Issued | 3.44 | 7.29 |
Weighted-Average Exercise Price, Exercised | ||
Weighted-Average Exercise Price, Expired/Forfeited | 4 | 8.57 |
Weighted-Average Exercise Price, Outstanding Ending Balance | $ 5.17 | $ 5.21 |
Weighted-Average Remaining Contractual Life, Outstanding Beginning Balance | 3 years 4 months 24 days | 1 year 10 months 25 days |
Weighted-Average Remaining Contractual Life, Outstanding Ending Balance | 2 years 6 months | 3 years 4 months 24 days |
Aggregate Intrinsic Value of Vested Warrants Outstanding Beginning | ||
Aggregate Intrinsic Value of Vested Warrants Outstanding Ending |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jan. 09, 2020 | Sep. 30, 2019 | May 31, 2019 | Apr. 30, 2014 | Dec. 31, 2019 |
Lease expense | $ 14,400 | ||||
Remaining minimum lease expense for 2020 | $ 43,200 | ||||
Remaining minimum lease expense for 2021 | 43,200 | ||||
Remaining minimum lease expense for 2022 | 14,400 | ||||
Stock issued during period, new issues post-split shares | 72,763 | ||||
Subsequent Event [Member] | |||||
Payment for fine | $ 55,000 | ||||
Robert W. Raybould [Member] | |||||
Stock issued during period, new issues post-split shares | 27,000 | ||||
Steve Eror [Member] | |||||
Stock issued during period, new issues post-split shares | 2,044 | ||||
Treu [Member] | |||||
Stock issued during period, new issues post-split shares | 7,969 | ||||
Campbell [Member] | |||||
Stock issued during period, new issues post-split shares | 24,188 | ||||
Morgan [Member] | |||||
Stock issued during period, new issues post-split shares | 12,188 | ||||
Convertible Notes Payable [Member] | |||||
Settlement in leasehold improvements | $ 133,553 | ||||
New Lease Agreement [Member] | |||||
Lease amount | $ 3,600 | ||||
Lease expires, description | Expires in April 2022 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
U.S corporate tax rate | 21.00% |
Income tax rate description | The Tax Cuts and Jobs Act was enacted on December 22, 2017 which reduced the U.S. corporate statutory tax rate from 35% to 21%. |
Unchanged effective tax rate | 5.00% |
Net operating loss carry-forward | $ 23,800,000 |
Operating loss carryforward expiration | From 2023 through 2039. |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Net Deferred Tax Assets (Liabilities) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 6,190,000 | $ 5,309,400 |
Research and development credit carryforward | 209,900 | 177,800 |
Depreciation and amortization | (8,100) | (8,500) |
Valuation allowance | (6,391,800) | (5,478,700) |
Net Deferred Tax Asset |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Reconciliation of Income Tax Expense Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Net loss | $ (1,201,000) | $ (2,004,000) |
Non-deductible expenses and other | 287,900 | 976,600 |
Change in valuation allowance | 913,100 | 1,027,400 |
Benefit from income taxes |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 30, 2020 | May 31, 2020 | Mar. 31, 2020 | May 31, 2020 | Jan. 31, 2019 | Jul. 03, 2020 | Jun. 26, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 15, 2019 |
Debt conversion price per share | $ 5.20 | $ 3.20 | ||||||||
Maturity date | Maturity date to March 2022. | |||||||||
Number of options issued for service rendered | 218,000 | 145,954 | ||||||||
Warrants [Member] | Consulting Agreement [Member] | During 2020 [Member] | ||||||||||
Number of warrants issued | 11,250 | |||||||||
Warrants price per share | $ 4 | |||||||||
Employees [Member] | ||||||||||
Options vesting period | 1 year | |||||||||
Subsequent Event [Member] | ||||||||||
Proceeds from convertible notes | $ 1,600,000 | |||||||||
Debt conversion price per share | $ 3.20 | |||||||||
Convertible notes, interest rate | 8.00% | |||||||||
Number of warrants issued | 52,947 | |||||||||
Subsequent Event [Member] | Warrants [Member] | ||||||||||
Number of warrants issued | 52,947 | |||||||||
Subsequent Event [Member] | Consultant [Member] | ||||||||||
Number of shares issued for services rendered | 15,000 | |||||||||
Subsequent Event [Member] | Directors [Member] | ||||||||||
Number of options issued for service rendered | 26,000 | 13,000 | ||||||||
Subsequent Event [Member] | Directors [Member] | Minimum [Member] | ||||||||||
Exercise price of options | $ 2.47 | |||||||||
Subsequent Event [Member] | Directors [Member] | Maximum [Member] | ||||||||||
Exercise price of options | $ 3.20 | |||||||||
Subsequent Event [Member] | Employees [Member] | ||||||||||
Number of options issued for service rendered | 73,887 | |||||||||
Exercise price of options | $ 2.47 | |||||||||
Options vesting period | 4 years | |||||||||
Expiration of options | 10 years | |||||||||
Subsequent Event [Member] | Payroll Protection Program [Member] | ||||||||||
Loan borrowed | $ 126,000 | |||||||||
Maturity date | The PPP Loan matures in April 2025 | |||||||||
Interest rate, percentage | 1.00% |