Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 14, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Immune Therapeutics, Inc. | |
Entity Central Index Key | 1,559,356 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 241,128,131 | |
Trading Symbol | IMUN | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 22,152 | $ 23,149 |
Accounts receivable | 16,197 | |
Total current assets | 22,152 | 39,346 |
Fixed Assets: | ||
Computer equipment, net of accumulated depreciation of $7,611 and $6,331 respectively | 402 | 1,682 |
Deposits | 200 | 200 |
Total assets | 22,754 | 41,228 |
Current Liabilities: | ||
Accounts payable | 1,516,812 | 1,924,672 |
Accrued liabilities | 2,397,013 | 1,281,039 |
Current portion of notes payable | 3,573,698 | 2,793,701 |
Total current liabilities | 7,487,523 | 5,999,412 |
Non-current liabilities: | ||
Notes payable, less current portion | ||
Total non-current liabilities | ||
Total liabilities | 7,487,523 | 5,999,412 |
Commitments and Contingencies (Note 10) | ||
Stockholders' Deficit: | ||
Common stock - par value $0.0001; 500,000,000 shares authorized; 235,831,298 and 174,850,047 shares issued and outstanding respectively | 23,583 | 17,485 |
Additional paid in capital | 357,436,906 | 343,434,786 |
Stock issuances due | 845,838 | 1,140,303 |
Prepaid services | (1,252,762) | (660,417) |
Accumulated deficit | (362,256,392) | (347,789,889) |
Deficit attributable to common shareholders | (5,202,827) | (3,857,732) |
Non-controlling interest | (2,261,942) | (2,100,452) |
Total stockholders' deficit | (7,464,769) | (5,958,184) |
Total liabilities and stockholders' deficit | $ 22,754 | $ 41,228 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 7,611 | $ 6,331 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 235,831,298 | 174,850,047 |
Common stock, shares outstanding | 235,831,298 | 174,850,047 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 4,958 | $ 3,463 | $ 12,676 | |
Operating expenses | ||||
Selling, general and administrative | 1,031,075 | 865,335 | 2,864,333 | 1,689,188 |
Research and development expense | 247,019 | 111,361 | 295,438 | 703,011 |
Stock issued for services G&A | 1,225,353 | 1,393,500 | 4,403,951 | 5,005,393 |
Warrant valuation | 187,850 | 37,451 | 2,756,404 | 37,451 |
Depreciation and amortization expense | 299 | 148,696 | 1,280 | 446,148 |
Total operating expenses | 2,691,596 | 2,556,343 | 10,321,406 | 7,881,191 |
Loss from operations | (2,691,596) | (2,551,385) | (10,317,943) | (7,868,515) |
Other income (expense): | ||||
Interest expense | (978,275) | (79,924) | (2,331,296) | (148,681) |
Loss on settlement of debt | (274,071) | (1,394,000) | (1,978,754) | (1,482,445) |
Total other income (expense) | (1,252,346) | (1,473,924) | (4,310,050) | (1,631,126) |
Net (loss) | (3,943,942) | (4,025,309) | (14,627,993) | (9,499,641) |
Net (loss) attributable to non-controlling interest | (7,441) | (165,759) | (161,490) | (428,715) |
Net (loss) attributable to common shareholders | $ (3,936,501) | $ (3,859,550) | $ (14,466,503) | $ (9,070,926) |
Basic and diluted loss per share attributable to common shareholders | $ (0.02) | $ (0.02) | $ (0.07) | $ (0.06) |
Weighted average number of shares outstanding | 226,843,113 | 156,814,094 | 208,399,547 | 147,365,571 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - 9 months ended Sep. 30, 2016 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Stock to Be Issued [Member] | Prepaid Service [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] | Total |
Balance at Dec. 31, 2015 | $ 17,485 | $ 343,434,786 | $ 1,140,303 | $ (660,417) | $ (347,789,889) | $ (2,100,452) | $ (5,958,184) |
Balance, shares at Dec. 31, 2015 | 174,850,047 | ||||||
Issuance of common stock for prepaid services | $ 2,927 | 5,417,833 | (424,466) | (2,907,535) | 2,088,759 | ||
Issuance of common stock for prepaid services, shares | 29,283,910 | ||||||
Amortization of prepaid services | 2,315,190 | 2,315,190 | |||||
Issuance of common stock for interest expense | $ 113 | 191,637 | $ 191,750 | ||||
Issuance of common stock for interest expense, shares | 1,121,296 | 225,000 | |||||
Discount on warrants issued in connection with notes payable | 682,665 | $ 682,665 | |||||
Issuance of common stock for legal fees | $ 15 | 22,485 | 22,500 | ||||
Issuance of common stock for legal fees, shares | 150,000 | ||||||
Issuance of common stock in exchange for debt | $ 2,850 | 4,706,289 | 155,001 | 4,864,140 | |||
Issuance of common stock in exchange for debt, shares | 28,488,545 | ||||||
Issuance of common stock for cash and exercise of warrants | $ 193 | 224,807 | (25,000) | 200,000 | |||
Issuance of common stock for cash and exercise of warrants, shares | 1,937,500 | ||||||
Issuance and modification of stock warrants | 2,756,404 | 2,756,404 | |||||
Net loss | (14,466,503) | (161,490) | (14,627,993) | ||||
Balance at Sep. 30, 2016 | $ 23,583 | $ 357,436,906 | $ 845,838 | $ (1,252,762) | $ (362,256,392) | $ (2,261,942) | $ (7,464,769) |
Balance, shares at Sep. 30, 2016 | 235,831,298 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (14,627,993) | $ (9,499,641) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation | 1,280 | 1,974 |
Amortization | 444,175 | |
Stock issued, and amortization of stock issued, for prepaid services | 2,315,190 | 3,895,018 |
Loss on settlement of debt | 1,978,754 | 1,482,444 |
Stock issued for services | 2,111,259 | 1,029,375 |
Stock issued for legal settlement | 81,000 | |
Stock warrant expense | 2,756,404 | 37,452 |
Stock issued for interest | 191,750 | 15,625 |
Amortization of debt discount | 727,612 | |
Accounts receivable write off | 2,661 | |
Changes in operating assets and liabilities: | ||
Accounts payable | 103,155 | 605,634 |
Accounts receivable | 13,536 | (12,676) |
Accrued liabilities | 2,093,015 | 31,427 |
Prepaid expenses and deposits | (15,401) | |
Net cash used in operating activities | (2,333,377) | (1,903,594) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash used in investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of stock and exercise of warrants | 200,000 | 587,500 |
Proceeds from issuance of notes payable | 2,132,380 | 1,277,975 |
Net cash provided by financing activities | 2,332,380 | 1,865,475 |
Net increase (decrease) in cash | (997) | (38,119) |
Cash and cash equivalents at beginning of period | 23,149 | 191,987 |
Cash and cash equivalents at end of period | 22,152 | 153,868 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 18,667 | 12,000 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for loan expense and interest | 191,750 | 15,625 |
Common stock issued for prepaid services | $ 2,088,759 | $ 1,029,376 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Immune Therapeutics, Inc. (the Company) was initially incorporated in Florida on December 2, 1993 as Resort Clubs International, Inc. (Resort Clubs). It was formed to manage and market golf course properties in resort markets throughout the United States. Galliano International Ltd. (Galliano) was incorporated in Delaware on May 27, 1998 and began trading in November 1999 through the filing of a 15C-211. On November 10, 2004, Galliano merged with Resort Clubs. Resort Clubs was the surviving corporation. On August 23, 2010, Resort Clubs changed its name to pH Environmental Inc. (pH Environmental). On April 23, 2012, pH Environmental completed a name change to TNI BioTech, Inc., and on April 24, 2012, we executed a share exchange agreement for the acquisition of all of the outstanding shares of TNI BioTech IP, Inc. On September 4, 2014, a majority of our shareholders approved an amendment to our Amended and Restated Articles of Incorporation, as amended, to change our name to Immune Therapeutics, Inc. We filed our name change amendment with the Secretary of State of Florida on October 27, 2014 changing our name to Immune Therapeutics, Inc. The Company currently operates out of Orlando, Florida. In July 2012, the Companys focus turned to acquiring patents that would protect and advance the development of new uses of opioid-related immune- therapies, such as low dose naltrexone (LDN) and Methionine [Met5]-enkephalin (MENK). Today, the Company is focused on the development and commercialization of therapeutic treatments for cancer, HIV/AIDS, malaria, and opportunistic infections arising from their treatment, and commercializing affordable, non-toxic therapies in Africa, to be followed by Asia and South America, and autoimmune diseases and immune disorders by combating these severe and fatal diseases through the stimulation and/or regulation of the bodys immune system. The Companys therapies are believed to stimulate and/or regulate the immune system in such a way that they provide the potential to treat a variety of diseases. We believe our therapies may be able to correct abnormalities or deficiencies in the immune system in diseases such as HIV infection, autoimmune disease, immune disorders, or cancer; all of which can lead to disease progression and life-threatening situations when the immune system is not functioning optimally. In October 2012, the Company formed TNI BioTech International, Ltd., a BVI company in Tortola, British Virgin Islands, which was set up to allow the Company to market and sell LDN in those countries outside the U.S. in which we have been able to obtain approval to sell the Companys products. In August 2013, the Company formed its United Kingdom subsidiary, TNI BioTech, LTD (the UK Subsidiary). The UK Subsidiary received approval to be considered a micro, small or medium-sized enterprise (SME) with the European Medicines Agency (EMA) on August 21, 2013. The designation provides the UK Subsidiary with significant discounts when holding meetings or submitting filings to the EMA. On September 19, 2013, the UK Subsidiary submitted a pre-submission package to the EMA regarding Crohns Disease. The EMA granted the UK Subsidiary a meeting that took place on September 27, 2013. The UK Subsidiary is eligible to benefit from the provisions for administrative and financial assistance for SMEs set out in Regulation (EC) No 2049/2005. The Company will apply to obtain EMA benefits once funding becomes available. In December 2013, the Company formed a new subsidiary, Cytocom Inc. (Cytocom). Cytocom is a clinical-stage pharmaceutical company focused on the development of the first affordable non-toxic immunodulator for the treatment of inflammatory diseases, immune-related disorders, and cancer, and is responsible for the development of the Companys patented therapies under the auspices of the FDA and EMA. In December 2014, the Company finalized the distribution of common stock of Cytocom to its shareholders. As part of the transaction, the Company retained exclusive rights to all international patents, in-country approvals, formulations, trademarks, manufacturing, marketing, sales, and distributions rights in emerging nations, including Africa, Central America, South America, Russia, India, China, Far East, and The Commonwealth of Independent States (former Soviet Union). The Company will continue to have access to existing clinical data as well as any new data generated by Cytocom during drug development. On December 8, 2014, the number of Cytocom shares of common stock that were issued to our shareholders totaled 113,242,522 shares. In connection with the transaction, Cytocom issued 140,100,000 shares of its common stock to the Company, which gave the Company a 55.3% equity interest in Cytocom on that date. In April 2016, the Board of Directors and a majority of shareholders of Cytocom approved a reverse stock split of Cytocoms outstanding common stock with one new share of stock for each twenty old shares of common stock. Cytocom effectuated and finalized the reverse split in June 2016. At September 30, 2016, the Companys equity interest had been further reduced to 17%, by subsequent issuances of Cytocom common stock to shareholders in settlement of notes payable. In March 2014, the Company incorporated Airmed Biopharma Limited, an Irish corporation with an address in Dublin, Ireland, and Airmed Holdings Limited, an Irish company domiciled in Bermuda. The Irish companies were set up to benefit from incentives granted by the Irish government for the establishment of pharmaceutical companies (many of the worlds leading pharmaceutical companies have located in Ireland), and so that the Company could take advantage of Irelands status as a member of the European Union and the European Economic Area. An Irish limited liability company enjoys a low corporate income tax rate of 12.5%, one of the lowest in the world. The Irish-domiciled company hopes to qualify for tax incentives for Irish holding/headquartered companies and to benefit from the network of double tax treaties that reduce withholding taxes. TNI BioTech International, Ltd. will manage our international distribution, using product that is manufactured in Ireland and elsewhere. Immune Therapeutics is commercializing affordable non-toxic immunotherapies focused on the activation and rebalancing of the bodys immune system. Stimulating the bodys immune system remains one of the most promising approaches in the treatment of cancers, HIV, autoimmune diseases, inflammatory conditions and other opportunistic infections, and for treating chronic, often life-threatening, diseases in Emerging Nations through the mobilization of the bodys immune system using existing clinical data. As of this date, neither we nor our collaboration partners are permitted to market our drug candidates in the United States until we receive approval of a New Drug Application from the FDA. Neither we nor our collaboration partners have submitted an application for or received marketing approval for any of our drug candidates. Obtaining approval of an NDA can be a lengthy, expensive and uncertain process. Going Concern The Company has incurred significant net losses since inception and has relied on its ability to fund its operations through private equity financings. Management expects operating losses and negative cash flows to continue at more significant levels in the future. As the Company continues to incur losses, transition to profitability is dependent upon the successful development, approval, and commercialization of its product candidate and the achievement of a level of revenues adequate to support the Companys cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings, and may seek additional capital through arrangements with strategic partners or from other sources. Based on the Companys operating plan, existing working capital at December 31, 2015 was not sufficient to meet the cash requirements to fund planned operations through December 31, 2016 without additional sources of cash. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Companys assets and the satisfaction of liabilities in the normal course of business. The Company experienced a net loss from operations of $(14,627,993) and used cash and cash equivalents from operations in the amount of $2,333,377 during the nine months ended September 30, 2016, resulting in stockholders deficit of $(7,464,769) at September 30, 2016. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2015 (including the notes thereto) set forth in Form 10-K/A. The Company qualifies as an emerging growth company as defined in Section 101 of the Jumpstart our Business Startups Act (JOBS Act) as we do not have more than $1,000,000,000 in annual gross revenue for the year ended December 31, 2015. We are electing to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. Use of Estimates The preparation of the Companys financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates. Cash, Cash Equivalents, and Short-Term Investments The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. At September 30, 2016, the Company has no uninsured cash balances. Segment and Geographic Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making. Fair Value of Financial Instruments In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, Financial Instruments Fair Value Measurements The ASC Topic 820, Fair Value Measurements, Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which generally range from three to five years. Maintenance and repairs are charged against expense as incurred. Depreciation expense for the quarters ended September 30, 2016 and September 30, 2015 was $299 and $638, respectively. Intangible Assets Costs incurred to acquire and/or develop the Companys product licenses and patents are capitalized and amortized by straight-line methods over estimated useful lives of seven to sixteen years. Intangible assets are stated at the lower of cost or estimated fair market value. At the end of 2015, the Company determined that the unamortized carrying amount recorded for the acquisition of licenses and patents related to LDN were impaired, and recorded an impairment loss of $5,226,352. In 2014, the Company determined that the carrying amount recoded for the acquisition of licenses and patents related to MENK were impaired, and recorded an impairment loss of $9,908,477. During the quarters ended September 30, 2016 and September 30, 2015, the Company did not capitalize any costs to acquire and/or develop the Companys product licenses and patents. (See Note 10). Amortization expense for the quarters ended September 30, 2016 and September 30, 2015 was $0 and $444,175, respectively. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable as prescribed by ASC Topic 360-10-05, Property, Plant and Equipment Research and Development Costs Research and development costs are charged to expense as incurred and are typically comprised of salaries and benefits, pre-clinical studies, clinical trial activities, drug development and manufacturing, fees paid to consultants and other entities that conduct certain research and development activities on the Companys behalf and third-party service fees, including clinical research organizations and investigative sites. Costs for certain development activities, such as clinical trials are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as operating expenses. Income Taxes The Company follows FASB ASC Topic 740, Income Taxes, The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2015 and September 30, 2016, the Company does not have a liability for unrecognized tax uncertainties. The Companys policy is to record interest and penalties on uncertain tax positions as income tax expense. At the end of the quarters ended September 30, 2016 and September 30, 2015, the Company had not accrued any interest or penalties related to uncertain tax positions. Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values equaling either the market value of the shares issued or the value of consideration received, whichever is more readily determinable. The majority of the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair market value of the Companys common stock at the date of the agreement. The Companys accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 505-50, Equity-Based Payments to Non-Employees Non-controlling Interest In accordance with ASC 810, Consolidation Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method. Dilutive common stock equivalents are comprised of common stock purchase warrants and options outstanding. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Companys net loss position. A calculation of basic and diluted net loss per share follows: For the three months ended September 30, For the six months ended September 30, 2016 2015 2016 2015 Net loss per share: Numerator Net loss $ (3,943,942 ) $ (4,025,309 ) $ (14,627,993 ) $ (9,499,641 ) Net loss attributed to Common stockholders $ (3,936,501 ) $ (3,859,550 ) $ (14,466,503 ) $ (9,070,926 ) Denominator Weighted-average common shares outstanding Denominator for basic and diluted net loss per share 226,843,113 156,814,094 208,399,547 147,365,571 Basic and diluted net loss per share attributed to common stockholders $ (0.02 ) $ (0.02 ) $ (0.07 ) $ (0.06 ) The Companys potential dilutive securities which include stock, stock warrants and convertible debt have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average Common stock outstanding used to calculate both basic and diluted net loss per share is the same. The following shares of potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as the effect of including such securities would be antidilutive: As of September 30, 2016 2015 Warrants to purchase Common stock 32,623,908 9,355,250 32,623,908 9,355,250 Recent Accounting Standards During the quarter ended September 30, 2016, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Companys consolidated financial statements. The Company qualifies as an emerging growth company as defined in Section 101 of the Jumpstart our Business Startups Act (JOBS Act) as we do not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of December 31, 2015, our last fiscal year. We are electing to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Fixed Assets: | |
Property and Equipment | 3. Property and Equipment September 30, 2016 December 31, 2015 Property and equipment: Computer equipment $ 8,013 $ 8,013 Less accumulated depreciation (7,611 ) (6,331 ) Property and equipment, net $ 402 $ 1,682 The Company utilizes the straight-line method for depreciation, using three to five-year depreciable asset lives. Depreciation expense was not material for all periods presented. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 4. Accrued Liabilities Accrued expenses and other liabilities consist of the following: September 30, 2016 December 31, 2015 (in thousands) Accrued payroll to officers and others $ 934 $ 758 Accrued interest and penalties - notes payable 1,319 237 Accrued legal settlements 143 282 Other accrued liabilities 1 4 Total accrued expenses and other liabilities $ 2,397 $ 1,281 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. Notes Payable Notes payable consist of the following: September 30, 2016 December 31, 2015 Promissory note issued July 29, 2014 to Ira Gaines. The note matures on January 27, 2015 and earns interest at a rate of 18% per annum. The Company was unable to repay the note at maturity and the note is in default, although no demand for repayment has been made by the lender. $ 100,000 $ 100,000 Promissory notes issued between November 26, 2014 and September 30, 2015, to raise up to $2,000,000 in debt. Lenders earn interest at a rate of 10% per annum, plus a pro-rata share of two percent of the Companys gross receipts for sales of IRT-103-LDN in perpetuity. Notes will be repaid in 36 monthly installments of principal and interest commencing no later than October 15, 2015. Principal of $425,500 and accrued interest of $37,427 were converted to 5,309,092 shares of common stock in the nine months ended September 30, 2016, Notes aggregating $286,000 were in default at September 30, 2016, as the Company was unable to pay installments on those notes on their due dates. No demands for repayment have been made by the lenders. 286,000 711,500 Promissory note issued October 17, 2014 to Roger Bozarth. The note matures on October 17, 2015 and earns interest at a rate of 2% per annum. The lender converted this note and $2,139 in accrued interest to 114,237 shares of common stock in January 2016. - 7,000 Promissory notes issued between May 1, 2015 and September 30, 2016, and maturing between June 14, 2015 and June 30, 2017. Lenders on loans aggregating $535,994 earn interest at rates between 10% and 18% per annum. On loans aggregating $198,500, interest is payable in a fixed amount not tied to a specific interest rate. Notes aggregating $198,500 were in default at September 30, 2016, as the Company was unable to repay those notes on their due dates. No demands for repayment have been made by the lenders. 734,494 669,933 Promissory note issued January 26, 2015 to Robert J. Dailey. The note is senior to, and has priority in right of payment over, all indebtedness of the Company. The note earns interest at a rate of 2% per annum and was due on July 30, 2015. Principal of $200,000 and accrued interest of $4,778 was converted to 3,722,015 shares of common stock in the nine months ending September 30, 2016. - 200,000 Promissory notes issued by Cytocom Inc. between April 29, 2015 and December 31, 2015. Lenders earn interest at rates between 5% and 10% per annum. These notes mature on September 30, 2016. $375,000 of principal and $12,036 in accrued interest was converted to 4,837,960 shares of common stock in the nine months ending September 30, 2016. The Company was unable to repay the remaining notes at maturity and the notes are in default, although no demand for repayment has been made by the lenders. 425,000 800,000 Promissory notes issued in December 2015. Lenders earn interest at a rate of 10% per month. Notes are repayable on March 9, 2016. . $30,000 of principal and $49,000 of interest and penalties were converted to 987,500 shares of common stock in the nine months ended September 30, 2016. The Company was unable to repay the remaining note at maturity and the note is in default The Company is obligated to pay late-payment penalties totaling $5,000 per day on the remaining obligation. 100,000 130,000 Promissory note issued November 24, 2015 as settlement of amounts owing to a law firm. The Lender earns interest at the rate of 10% per annum. The note and $10,036 in interest was converted to 1,235,536 shares of common stock in July 2016. - 175,268 Promissory notes issued between May 5, 2016 and June 2, 2016 that mature between October 1, 2016 and January 31, 2017, and include stock conversion features, warrants and original issue debt discounts. Notes aggregating $305,000 were in default at November 14, 2016. No demand for repayment has been made by the lenders. 555,000 - Promissory notes issued to an officer of the Company effective November 3, 2015 and maturing November 3, 2016 for settlement of accrued payroll, bearing interest at 10% per annum and including a stock conversion feature. 112,737 - Promissory note issued in July 2016. The note is repayable on October 5, 2016. The note earns interest at 6% per month. The Company was unable to repay the note at maturity and the note is in default. 50,000 - Promissory note dated April 2016, issued to JM Financial (JMJ), pursuant to which JMJ loaned the Company $525,000 and was issued the promissory note, 500,000 shares of common stock, and a warrant exercisable for 3,515,621 additional common shares at a rate of $0.14 per share. The note matures on January 6, 2017. The note was repaid on November 4, 2016. 656,250 - Promissory note issued in July 2016 with an original issuance discount of $30,000. Net proceeds were $150,000. The note is repayable on April 7, 2017. 180,000 - Promissory notes issued in August 2016 for $149,854 as a settlement of amounts owed to a law firm. The notes accrue interest at 5% per annum and are payable in 18 equal monthly installments of $8,641.88. 146,912 - Promissory notes issued between July 1, 2016 and September 30, 2016. Lenders earn interest at 12% per annum. The notes mature between January 1, 2017 and March 31, 2017. 495,000 - Less: Original issue discounts on notes payable and warrants issued with notes. (267,695 ) - Total 3,573,698 2,793,701 Less: Current Portion $ (3,573,698 ) $ (2,793,701 ) Long-Term debt, less current portion $ - $ - As of September 30, 2016, the Company had accrued $278,089 in unpaid interest and $1,041,502 in unpaid default penalties, compared to $217,717 and 18,954, respectively, as of December 31, 2015. During the three months ended September 30, 2016, 225,000 shares with a fair value of $42,750 were issued by the Company for interest expense under promissory notes. |
Capital Structure - Common Stoc
Capital Structure - Common Stock and Common Stock Purchase Warrants | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Capital Structure - Common Stock and Common Stock Purchase Warrants | 6. Capital StructureCommon Stock and Common Stock Purchase Warrants Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock or any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. As of September 30, 2016 and 2015, the Company was authorized to issue 500,000,000 common shares at a par value of $0.0001 per share. As of September 30, 2016, the Company had 235,831,298 shares of common stock outstanding, and 174,850,047 outstanding as of December 31, 2015. Stock Warrants In the quarter ended September 30, 2016, the Company issued 2,000,000 warrants. There were no modifications of the terms of any warrants issued by the Company in the quarter ended September 30, 2015. Following is a summary of outstanding stock warrants at September 30, 2016 and activity during the nine months then ended: Number of Shares Exercise Price Weighted Average Price Warrants as of December 31, 2015 9,131,500 $ 0.07-15.00 $ 1.47 Issued in 2016 25,654,908 $ 0.14-2.00 $ 0.31 Expired (162,500 ) $ 5.00 $ 5.00 Exercised (0 ) $ 0 $ 0 Warrants as of September 30, 2016 34,623,908 $ 0.07-15.00 $ 0..50 Summary of outstanding warrants as of September 30, 2016: Expiration Date Number of Shares Exercise Price Remaining Life (years) Fourth Quarter 2017 350,000 $ 1.50-9.00 1.25 First Quarter 2018 127,500 $ 15.00 1.50 Second Quarter 2018 33,334 $ 15.00 1.75 Third Quarter 2018 250,000 $ 1.50 2.00 Fourth Quarter 2018 6,089,166 $ 1.00-1.50 2.25 First Quarter 2019 4,024,000 $ 0.50-2.00 2.50 Second Quarter 2019 135,000 $ 0.070.23 2.75 Third Quarter 2019 260,000 $ 0.50-1.50 3.00 Fourth Quarter 2019 400,000 $ 0.14 3.25 Second Quarter 2020 300,000 $ 0.50 3.75 Fourth Quarter 2020 1,000,000 $ 0.20 4.00 First Quarter 2021 12,650,000 $ 0.20 4.25 Second Quarter 2021 6,004,908 $ 0.10-0.20 4.50 Third Quarter 2021 3,000,000 $ 0.20 4.75 |
Stock Compensation
Stock Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation | 7. Stock Compensation Shares Issued for Services During the nine months ended September 30, 2016 and 2015, the Company issued 29,283,910 and 16,922,504 shares of common stock respectively for consulting fees. The Company valued these shares at $5,420,760 and $1,029,375 respectively, based upon the fair value of the common stock at the dates of the agreements. The consulting fees are amortized over the contract periods, which are typically between 12 and 24 months. The amortization of prepaid services totaled $2,315,190 and $3,895,018 for the nine months ended September 30, 2016 and 2015. In the nine months ended September 30, 2016, the company also issued and expensed $2,088,759 of stock for services. |
Income Taxes - Results of Opera
Income Taxes - Results of Operations | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes - Results of Operations | 8. Income Taxes Results of Operations There was no income tax expense reflected in the results of operations for the quarters ended September 30, 2016 and 2015 because the Company incurred a net loss in both quarters. The Company has recognized no tax benefit for the losses generated for the periods through December 31, 2015. ASC Topic 740 requires that a valuation allowance be provided if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Companys ability to realize the benefit of its deferred tax asset will depend on the generation of future taxable income. Because the Company has yet to recognize revenue, we believe that the full valuation allowance should be provided. The Companys effective tax rate for fiscal years 2015 and 2013 was 0%. The Companys tax rate can be affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income we earn in jurisdictions. It may also be affected by discrete items that may occur in any given year, but are not consistent from year to year. As of December 31, 2015, the Company has estimated federal and state income tax net operating loss (NOL) carry-forwards of approximately $66,500,000, which will expire in 2032-2035. |
Licenses and Supply Agreements
Licenses and Supply Agreements | 9 Months Ended |
Sep. 30, 2016 | |
Licenses And Supply Agreements | |
Licenses and Supply Agreements | 9. Licenses and Supply Agreements Patent and Subsidiary Acquisition The Company has not entered into any new licenses or supply agreements during quarter ending September 30, 2016. All prior licenses, supply agreements, and patents remain unchanged from the prior quarter. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Except as described below, t Distribution of Lodonal TM Through its wholly-owned subsidiary, TNI BioTech International, Ltd., in December 2015 the Company completed a 90-day bridging trial for the treatment of patients with HIV/AIDS. The trial consisted of a total of 150 patients of both genders between the ages of 18-60, each of whom was infected HIV/AIDS. The primary objective of this bridging trial was to confirm that Lodonal TM TM In April 2016, the Company announced that Nigeria’s National Agency for Food and Drug Administration and Control (“NAFDAC”) had approved its Lodonal TM TM Other Distribution Agreements Contract Manufacturing Agreements On May 16, 2016, the Company entered into an agreement with Complete Pharmacy and Medical Solutions, LLC (“CPMS”) to compound, package and distribute the LDN tablets, capsules and/or creams in the United States. The initial term of the agreement is three years, with the option to renew for an additional year. The agreement may be terminated by (i) mutual agreement, (ii) in the event of a breach, provided however that if the Company terminates the agreement, the Company will be required to reimburse CPMS for all unused packaging materials for the LDN, which unused packaging materials CPMS will provide to IMUN. If CPMS does not receive and ship at least 1,000 orders (prescriptions) during the term of the agreement, the Company will be required to reimburse CPMS for 100% of the “ramp up costs” (defined as all costs and expenses of labor and materials related to the testing, and required FDA and other governmental documentation/approvals of test data) of providing and producing the LDN, even where the Company cancels/terminates the agreement, which provision shall survive the cancellation/termination of the agreement. On October 25, 2016, the Company and Acromax Dominicana, SA ("Acromax") entered into a contract for manufacturing of LDN tablets, capsules and/or creams ("Agreement"). Subject to the terms and conditions of the Agreement, Acromax will obtain all necessary licenses and permits to carry out the manufacturing and packaging of LDN in exchange for a fixed fee per tablet plus an additional fee for packaging, shipping and customs clearance. The Agreement has an initial term of five years unless terminated by either party in accordance with the terms. Operating Leases At September 30, 2016, the Company was a party to an agreement to lease office space in Orlando, Florida. Rent expense for the quarters ended September 30, 2016 and 2015 was $4,009 and $4,988, respectively. Legal Proceedings None. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events In October 2016, the Company and its wholly owned subsidiary, TNI BioTech International, Ltd., and GB Pharma Holdings, LLC (GBPH), entered into an exclusive agency agreement (Agency Agreement) that replaced the agency agreement originally entered into in June 2014 between GBPH and Airmed Biopharma Limited. Subject to the terms and conditions of the Agency Agreement, the Company appointed GBPH as its exclusive agent to (i) assist the Company in obtaining governmental approvals for the sale of LDN and MENK (Products) in countries specified in the agreement, (ii) facilitate the registration of the Products in those countries, (iii) identify and present to the Company distributors for the Products in those countries, and (iv) subject to GBPH meeting certain requirements, enter into distribution agreements with the specified organizations to distribute the Products in the countries. The Company has agreed pay GBPH a commission of 12.5% of funds received by the Company from such sales. The Agency Agreement has an initial term of five years, and will automatically renew for additional one year terms unless terminated by either party in accordance with its terms. If the Company sells or disposes of all or substantially all of its assets, whether by purchase, merger or otherwise, the Company shall have the right to terminate the Agency Agreement immediately, whereupon the Company will be obligated to pay Agent a royalty in perpetuity in an amount equal to one percent of funds actually received by the Company from the sale of the Products in the specified countries, after the deduction of certain costs of sale. In October 2016, the Company amended a promissory note dated July 6, 2015, and settled a portion of the principal owed under the note and accrued and unpaid interest to the date of the amendment. In accordance with the amendment, the Company repaid $50,000 of the $100,000 principal owed, issued 2,000,000 shares of the Companys common stock to the note holder in full satisfaction of the accrued and unpaid interest to the date of the amendment, and caused Cytocom to issue 250,000 shares of its common stock in return for the note holders agreement to reduce the annual interest rate on the note from 18% to 10% and to extend the maturity date of the note from September 6, 2016 to December 31, 2016. In October 2016, the company borrowed an additional $165,000. In October 2016, the Company issued 1,300,000 shares of common stock for consulting services. In October 2016, the company issued 300,000 shares of common stock for lending fees. On or around October 25, 2016, the Company issued a promissory note in the principal amount of $25,000.00 to Noreen Griffin in consideration for past payroll due Ms. Griffin. Ms. Griffin sold the note to a minority shareholder for $25,000.00 on October 25, 2016. This note was subsequently converted to 500,000 shares of common stock. On November 1, 2016, the Company issued promissory notes for $750,000, paying interest at 2% per month, and maturing on November 1, 2017. $656,250 of the proceeds were used to pay off the JMJ Financial note, with the remainder to be used for general obligations. As of November 14, 2016, the Company had outstanding 241,128,131 shares of common stock. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2015 (including the notes thereto) set forth in Form 10-K/A. The Company qualifies as an emerging growth company as defined in Section 101 of the Jumpstart our Business Startups Act (JOBS Act) as we do not have more than $1,000,000,000 in annual gross revenue for the year ended December 31, 2015. We are electing to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. |
Use of Estimates | Use of Estimates The preparation of the Companys financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates. |
Cash, Cash Equivalents, and Short-term Investments | Cash, Cash Equivalents, and Short-Term Investments The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. At September 30, 2016, the Company has no uninsured cash balances. |
Segment and Geographic Information | Segment and Geographic Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, Financial Instruments |
Fair Value Measurements | Fair Value Measurements The ASC Topic 820, Fair Value Measurements, |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which generally range from three to five years. Maintenance and repairs are charged against expense as incurred. Depreciation expense for the quarters ended September 30, 2016 and September 30, 2015 was $299 and $638, respectively. |
Intangible Assets | Intangible Assets Costs incurred to acquire and/or develop the Companys product licenses and patents are capitalized and amortized by straight-line methods over estimated useful lives of seven to sixteen years. Intangible assets are stated at the lower of cost or estimated fair market value. At the end of 2015, the Company determined that the unamortized carrying amount recorded for the acquisition of licenses and patents related to LDN were impaired, and recorded an impairment loss of $5,226,352. In 2014, the Company determined that the carrying amount recoded for the acquisition of licenses and patents related to MENK were impaired, and recorded an impairment loss of $9,908,477. During the quarters ended September 30, 2016 and September 30, 2015, the Company did not capitalize any costs to acquire and/or develop the Companys product licenses and patents. (See Note 10). Amortization expense for the quarters ended September 30, 2016 and September 30, 2015 was $0 and $444,175, respectively. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable as prescribed by ASC Topic 360-10-05, Property, Plant and Equipment |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense as incurred and are typically comprised of salaries and benefits, pre-clinical studies, clinical trial activities, drug development and manufacturing, fees paid to consultants and other entities that conduct certain research and development activities on the Companys behalf and third-party service fees, including clinical research organizations and investigative sites. Costs for certain development activities, such as clinical trials are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, or information provided by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as operating expenses. |
Income Taxes | Income Taxes The Company follows FASB ASC Topic 740, Income Taxes, The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2015 and September 30, 2016, the Company does not have a liability for unrecognized tax uncertainties. The Companys policy is to record interest and penalties on uncertain tax positions as income tax expense. At the end of the quarters ended September 30, 2016 and September 30, 2015, the Company had not accrued any interest or penalties related to uncertain tax positions. |
Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration | Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values equaling either the market value of the shares issued or the value of consideration received, whichever is more readily determinable. The majority of the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair market value of the Companys common stock at the date of the agreement. The Companys accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 505-50, Equity-Based Payments to Non-Employees |
Non-controlling Interest | Non-controlling Interest In accordance with ASC 810, Consolidation |
Net Loss Per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method and the if-converted method. Dilutive common stock equivalents are comprised of common stock purchase warrants and options outstanding. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Companys net loss position. A calculation of basic and diluted net loss per share follows: For the three months ended September 30, For the six months ended September 30, 2016 2015 2016 2015 Net loss per share: Numerator Net loss $ (3,943,942 ) $ (4,025,309 ) $ (14,627,993 ) $ (9,499,641 ) Net loss attributed to Common stockholders $ (3,936,501 ) $ (3,859,550 ) $ (14,466,503 ) $ (9,070,926 ) Denominator Weighted-average common shares outstanding Denominator for basic and diluted net loss per share 226,843,113 156,814,094 208,399,547 147,365,571 Basic and diluted net loss per share attributed to common stockholders $ (0.02 ) $ (0.02 ) $ (0.07 ) $ (0.06 ) The Companys potential dilutive securities which include stock, stock warrants and convertible debt have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average Common stock outstanding used to calculate both basic and diluted net loss per share is the same. The following shares of potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as the effect of including such securities would be antidilutive: As of September 30, 2016 2015 Warrants to purchase Common stock 32,623,908 9,355,250 32,623,908 9,355,250 |
Recent Accounting Standards | Recent Accounting Standards During the quarter ended September 30, 2016, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Companys consolidated financial statements. The Company qualifies as an emerging growth company as defined in Section 101 of the Jumpstart our Business Startups Act (JOBS Act) as we do not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of December 31, 2015, our last fiscal year. We are electing to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | A calculation of basic and diluted net loss per share follows: For the three months ended September 30, For the six months ended September 30, 2016 2015 2016 2015 Net loss per share: Numerator Net loss $ (3,943,942 ) $ (4,025,309 ) $ (14,627,993 ) $ (9,499,641 ) Net loss attributed to Common stockholders $ (3,936,501 ) $ (3,859,550 ) $ (14,466,503 ) $ (9,070,926 ) Denominator Weighted-average common shares outstanding Denominator for basic and diluted net loss per share 226,843,113 156,814,094 208,399,547 147,365,571 Basic and diluted net loss per share attributed to common stockholders $ (0.02 ) $ (0.02 ) $ (0.07 ) $ (0.06 ) |
Schedule of Antidilutive Securities | The following shares of potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as the effect of including such securities would be antidilutive: As of September 30, 2016 2015 Warrants to purchase Common stock 32,623,908 9,355,250 32,623,908 9,355,250 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fixed Assets: | |
Schedule of Property and Equipment | September 30, 2016 December 31, 2015 Property and equipment: Computer equipment $ 8,013 $ 8,013 Less accumulated depreciation (7,611 ) (6,331 ) Property and equipment, net $ 402 $ 1,682 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other liabilities consist of the following: September 30, 2016 December 31, 2015 (in thousands) Accrued payroll to officers and others $ 934 $ 758 Accrued interest and penalties - notes payable 1,319 237 Accrued legal settlements 143 282 Other accrued liabilities 1 4 Total accrued expenses and other liabilities $ 2,397 $ 1,281 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following: September 30, 2016 December 31, 2015 Promissory note issued July 29, 2014 to Ira Gaines. The note matures on January 27, 2015 and earns interest at a rate of 18% per annum. The Company was unable to repay the note at maturity and the note is in default, although no demand for repayment has been made by the lender. $ 100,000 $ 100,000 Promissory notes issued between November 26, 2014 and September 30, 2015, to raise up to $2,000,000 in debt. Lenders earn interest at a rate of 10% per annum, plus a pro-rata share of two percent of the Companys gross receipts for sales of IRT-103-LDN in perpetuity. Notes will be repaid in 36 monthly installments of principal and interest commencing no later than October 15, 2015. Principal of $425,500 and accrued interest of $37,427 were converted to 5,309,092 shares of common stock in the nine months ended September 30, 2016, Notes aggregating $286,000 were in default at September 30, 2016, as the Company was unable to pay installments on those notes on their due dates. No demands for repayment have been made by the lenders. 286,000 711,500 Promissory note issued October 17, 2014 to Roger Bozarth. The note matures on October 17, 2015 and earns interest at a rate of 2% per annum. The lender converted this note and $2,139 in accrued interest to 114,237 shares of common stock in January 2016. - 7,000 Promissory notes issued between May 1, 2015 and September 30, 2016, and maturing between June 14, 2015 and June 30, 2017. Lenders on loans aggregating $535,994 earn interest at rates between 10% and 18% per annum. On loans aggregating $198,500, interest is payable in a fixed amount not tied to a specific interest rate. Notes aggregating $198,500 were in default at September 30, 2016, as the Company was unable to repay those notes on their due dates. No demands for repayment have been made by the lenders. 734,494 669,933 Promissory note issued January 26, 2015 to Robert J. Dailey. The note is senior to, and has priority in right of payment over, all indebtedness of the Company. The note earns interest at a rate of 2% per annum and was due on July 30, 2015. Principal of $200,000 and accrued interest of $4,778 was converted to 3,722,015 shares of common stock in the nine months ending September 30, 2016. - 200,000 Promissory notes issued by Cytocom Inc. between April 29, 2015 and December 31, 2015. Lenders earn interest at rates between 5% and 10% per annum. These notes mature on September 30, 2016. $375,000 of principal and $12,036 in accrued interest was converted to 4,837,960 shares of common stock in the nine months ending September 30, 2016. The Company was unable to repay the remaining notes at maturity and the notes are in default, although no demand for repayment has been made by the lenders. 425,000 800,000 Promissory notes issued in December 2015. Lenders earn interest at a rate of 10% per month. Notes are repayable on March 9, 2016. . $30,000 of principal and $49,000 of interest and penalties were converted to 987,500 shares of common stock in the nine months ended September 30, 2016. The Company was unable to repay the remaining note at maturity and the note is in default The Company is obligated to pay late-payment penalties totaling $5,000 per day on the remaining obligation. 100,000 130,000 Promissory note issued November 24, 2015 as settlement of amounts owing to a law firm. The Lender earns interest at the rate of 10% per annum. The note and $10,036 in interest was converted to 1,235,536 shares of common stock in July 2016. - 175,268 Promissory notes issued between May 5, 2016 and June 2, 2016 that mature between October 1, 2016 and January 31, 2017, and include stock conversion features, warrants and original issue debt discounts. Notes aggregating $305,000 were in default at November 14, 2016. No demand for repayment has been made by the lenders. 555,000 - Promissory notes issued to an officer of the Company effective November 3, 2015 and maturing November 3, 2016 for settlement of accrued payroll, bearing interest at 10% per annum and including a stock conversion feature. 112,737 - Promissory note issued in July 2016. The note is repayable on October 5, 2016. The note earns interest at 6% per month. The Company was unable to repay the note at maturity and the note is in default. 50,000 - Promissory note dated April 2016, issued to JM Financial (JMJ), pursuant to which JMJ loaned the Company $525,000 and was issued the promissory note, 500,000 shares of common stock, and a warrant exercisable for 3,515,621 additional common shares at a rate of $0.14 per share. The note matures on January 6, 2017. The note was repaid on November 4, 2016. 656,250 - Promissory note issued in July 2016 with an original issuance discount of $30,000. Net proceeds were $150,000. The note is repayable on April 7, 2017. 180,000 - Promissory notes issued in August 2016 for $149,854 as a settlement of amounts owed to a law firm. The notes accrue interest at 5% per annum and are payable in 18 equal monthly installments of $8,641.88. 146,912 - Promissory notes issued between July 1, 2016 and September 30, 2016. Lenders earn interest at 12% per annum. The notes mature between January 1, 2017 and March 31, 2017. 495,000 - Less: Original issue discounts on notes payable and warrants issued with notes. (267,695 ) - Total 3,573,698 2,793,701 Less: Current Portion $ (3,573,698 ) $ (2,793,701 ) Long-Term debt, less current portion $ - $ - |
Capital Structure - Common St23
Capital Structure - Common Stock and Common Stock Purchase Warrants (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Outstanding Stock Warrants | Following is a summary of outstanding stock warrants at September 30, 2016 and activity during the nine months then ended: Number of Shares Exercise Price Weighted Average Price Warrants as of December 31, 2015 9,131,500 $ 0.07-15.00 $ 1.47 Issued in 2016 25,654,908 $ 0.14-2.00 $ 0.31 Expired (162,500 ) $ 5.00 $ 5.00 Exercised (0 ) $ 0 $ 0 Warrants as of September 30, 2016 34,623,908 $ 0.07-15.00 $ 0..50 |
Summary of Outstanding Warrants | Summary of outstanding warrants as of September 30, 2016: Expiration Date Number of Shares Exercise Price Remaining Life (years) Fourth Quarter 2017 350,000 $ 1.50-9.00 1.25 First Quarter 2018 127,500 $ 15.00 1.50 Second Quarter 2018 33,334 $ 15.00 1.75 Third Quarter 2018 250,000 $ 1.50 2.00 Fourth Quarter 2018 6,089,166 $ 1.00-1.50 2.25 First Quarter 2019 4,024,000 $ 0.50-2.00 2.50 Second Quarter 2019 135,000 $ 0.070.23 2.75 Third Quarter 2019 260,000 $ 0.50-1.50 3.00 Fourth Quarter 2019 400,000 $ 0.14 3.25 Second Quarter 2020 300,000 $ 0.50 3.75 Fourth Quarter 2020 1,000,000 $ 0.20 4.00 First Quarter 2021 12,650,000 $ 0.20 4.25 Second Quarter 2021 6,004,908 $ 0.10-0.20 4.50 Third Quarter 2021 3,000,000 $ 0.20 4.75 |
Organization and Description 24
Organization and Description of Business (Details Narrative) - USD ($) | Dec. 08, 2014 | Sep. 30, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2013 | Dec. 31, 2015 |
Net loss | $ (3,943,942) | $ (4,025,309) | $ (14,627,993) | $ (9,499,641) | ||||
Cash equivalents | 2,333,377 | 2,333,377 | ||||||
Stockholders equity | $ (7,464,769) | $ (7,464,769) | $ (5,958,184) | |||||
Cytocom Inc., [Member] | ||||||||
Number of shares issued during period | 113,242,522 | 140,100,000 | ||||||
Percentage of stake issued during period | 55.30% | 17.00% | ||||||
Irish Limited Liability [Member] | ||||||||
Percentage of low corporate income tax rate | 12.50% |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Maximum of annual gross revenue | $ 1,000,000,000 | |||
Federal deposit insurance corporation value | $ 250,000 | |||
Depreciation expense | 1,280 | $ 1,974 | ||
Impairment loss | ||||
Amortization expense | $ 0 | $ 444,175 | ||
LDN [Member] | ||||
Impairment loss | $ 5,226,352 | |||
MENK [Member] | ||||
Impairment loss | $ 9,908,477 | |||
Minimum [Member] | ||||
Property and equipment useful lives | 1 year | |||
Minimum [Member] | Property and Equipment [Member] | ||||
Property and equipment useful lives | 3 years | |||
Maximum [Member] | ||||
Property and equipment useful lives | 5 years | |||
Maximum [Member] | Property and Equipment [Member] | ||||
Property and equipment useful lives | 5 years |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||||
Numerator, Net loss | $ (3,943,942) | $ (4,025,309) | $ (14,627,993) | $ (9,499,641) |
Numerator, Net loss attributed to Common stockholders | $ (3,936,501) | $ (3,859,550) | $ (14,466,503) | $ (9,070,926) |
Denominator, Weighted-average common shares outstanding-Denominator for basic and diluted net loss per share | 226,843,113 | 156,814,094 | 208,399,547 | 147,365,571 |
Denominator, Basic and diluted net loss per share attributed to common stockholders | $ (0.02) | $ (0.02) | $ (0.07) | $ (0.06) |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Potentially dilutive securities | 32,623,908 | 9,355,250 |
Warrants To Purchase Common Stock [Member] | ||
Potentially dilutive securities | 32,623,908 | 9,355,250 |
Property and Equipment (Details
Property and Equipment (Details Narrative) | 9 Months Ended |
Sep. 30, 2016 | |
Minimum [Member] | |
Depreciable asset lives | 1 year |
Maximum [Member] | |
Depreciable asset lives | 5 years |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Fixed Assets: | ||
Computer equipment | $ 8,013 | $ 8,013 |
Less accumulated depreciation | (7,611) | (6,331) |
Property and equipment, net | $ 402 | $ 1,682 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued payroll to officers and others | $ 934,000 | $ 758,000 |
Accrued interest and penalties - notes payable | 1,319,000 | 237,000 |
Accrued legal settlements | 143,000 | 282,000 |
Other accrued liabilities | 1,000 | 4,000 |
Total accrued expenses and other liabilities | $ 2,397,000 | $ 1,281,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |||
Accrued unpaid interest | $ 278,089 | $ 217,717 | |
Penalties | $ 1,041,502 | $ 18,954 | |
Issuance of common stock for interest expense, shares | 225,000 | ||
Issuance of common stock for interest expense | $ 42,750 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2016 | Jul. 31, 2016 | Dec. 31, 2015 |
Total | $ (267,695) | $ 2,793,701 | |
Less: Original issue discounts on notes payable and warrants issued with notes | 3,573,698 | $ 30,000 | |
Less: Current portion | (3,573,698) | (2,793,701) | |
Long-Term debt, less current portion | |||
Notes Payable One [Member] | |||
Total | 100,000 | 100,000 | |
Notes Payable Two [Member] | |||
Total | 286,000 | 711,500 | |
Notes Payable Three [Member] | |||
Total | 7,000 | ||
Notes Payable Four [Member] | |||
Total | 734,494 | 669,933 | |
Notes Payable Five [Member] | |||
Total | 200,000 | ||
Notes Payable Six [Member] | |||
Total | 425,000 | 800,000 | |
Notes Payable Seven [Member] | |||
Total | 100,000 | 130,000 | |
Notes Payable Eight [Member] | |||
Total | 175,268 | ||
Notes Payable Nine [Member] | |||
Total | 555,000 | ||
Notes Payable Ten [Member] | |||
Total | 112,737 | ||
Notes Payable Eleven [Member] | |||
Total | 50,000 | ||
Notes Payable Twelve [Member] | |||
Total | 656,250 | ||
Notes Payable Thirteen [Member] | |||
Total | 180,000 | ||
Notes Payable Fourteen [Member] | |||
Total | 146,912 | ||
Notes Payable Fifteen [Member] | |||
Total | $ 495,000 |
Notes Payable - Schedule of N33
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) | Aug. 31, 2016USD ($)Installments | Jul. 31, 2016USD ($) | Jun. 02, 2016 | May 05, 2016USD ($) | Apr. 30, 2016USD ($)$ / sharesshares | Jan. 31, 2016USD ($)shares | Nov. 24, 2015USD ($)shares | Nov. 03, 2015 | Jan. 26, 2015USD ($)shares | Oct. 17, 2014 | Jul. 29, 2014 | Dec. 31, 2015USD ($) | Sep. 30, 2016USD ($)shares | Sep. 30, 2016USD ($)shares | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($)Installments |
Note matures date | Apr. 7, 2017 | Nov. 3, 2016 | ||||||||||||||
Percentage of interest rate per annum | 5.00% | 6.00% | 10.00% | 10.00% | 10.00% | |||||||||||
Maximum amount raise in debt | $ 149,854 | $ 305,000 | $ 2,000,000 | $ 2,000,000 | ||||||||||||
Number of installments, months | Installments | 18 | 36 | ||||||||||||||
Debt instrument, periodic payment, principal | $ 8,642 | |||||||||||||||
Notes aggregating default amount | $ 0 | $ 0 | ||||||||||||||
Debt instrument maturity date description | October 1, 2016 and January 31, 2017 | October 1, 2016 and January 31, 2017 | ||||||||||||||
Value of notes that converted into shares | $ 42,750 | |||||||||||||||
Notes and interest converted into shares | shares | 225,000 | |||||||||||||||
Original issuance discount | $ 30,000 | $ 3,573,698 | 3,573,698 | |||||||||||||
Proceeds from issuance of debt | $ 150,000 | $ 2,132,380 | $ 1,277,975 | |||||||||||||
Lender [Member] | ||||||||||||||||
Percentage of interest rate per annum | 12.00% | 12.00% | ||||||||||||||
Debt instrument maturity date description | mature between January 1, 2017 and March 31, 2017 | |||||||||||||||
JM Financial [Member] | ||||||||||||||||
Note matures date | Jan. 6, 2017 | |||||||||||||||
Notes and interest converted into shares | shares | 500,000 | |||||||||||||||
Aggregating loan | $ 525,000 | |||||||||||||||
Warrant exercisable | shares | 3,515,621 | |||||||||||||||
Price per share | $ / shares | $ 0.14 | |||||||||||||||
Minimum [Member] | Cytocom Inc., [Member] | ||||||||||||||||
Percentage of interest rate per annum | 5.00% | 5.00% | ||||||||||||||
Maximum [Member] | Cytocom Inc., [Member] | ||||||||||||||||
Percentage of interest rate per annum | 10.00% | 10.00% | ||||||||||||||
December Thirty First Two Thousand Fifteen [Member] | Cytocom Inc., [Member] | ||||||||||||||||
Note matures date | Sep. 30, 2016 | |||||||||||||||
Debt instrument, periodic payment, principal | $ 375,000 | |||||||||||||||
Value of notes that converted into shares | $ 12,036 | |||||||||||||||
Notes and interest converted into shares | shares | 4,837,960 | |||||||||||||||
Ira Gaines [Member] | ||||||||||||||||
Note matures date | Jan. 27, 2015 | |||||||||||||||
Percentage of interest rate per annum | 18.00% | |||||||||||||||
Lender [Member] | ||||||||||||||||
Debt instrument, periodic payment, principal | $ 425,500 | |||||||||||||||
Notes aggregating default amount | $ 286,000 | 286,000 | ||||||||||||||
Accrued interest | $ 2,139 | $ 37,427 | $ 37,427 | |||||||||||||
Notes and interest converted into shares | shares | 114,237 | 5,309,092 | ||||||||||||||
Lender [Member] | Minimum [Member] | ||||||||||||||||
Percentage of interest rate per annum | 10.00% | 10.00% | ||||||||||||||
Lender [Member] | Maximum [Member] | ||||||||||||||||
Percentage of interest rate per annum | 18.00% | 18.00% | ||||||||||||||
Lender [Member] | May 1, 2015 [Member] | ||||||||||||||||
Note matures date | Jun. 30, 2017 | |||||||||||||||
Aggregating loan | $ 535,994 | $ 535,994 | ||||||||||||||
Interest payable | 198,500 | 198,500 | ||||||||||||||
Roger Bozarth [Member] | ||||||||||||||||
Note matures date | Oct. 17, 2015 | |||||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||||||
Lenders [Member] | ||||||||||||||||
Notes aggregating default amount | 198,500 | 198,500 | ||||||||||||||
Robert J. Dailey [Member] | ||||||||||||||||
Note matures date | Jul. 30, 2015 | |||||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||||||
Debt instrument, periodic payment, principal | $ 200,000 | |||||||||||||||
Accrued interest | $ 4,778 | |||||||||||||||
Notes and interest converted into shares | shares | 3,722,015 | |||||||||||||||
Lender [Member] | ||||||||||||||||
Note matures date | Mar. 9, 2016 | |||||||||||||||
Percentage of interest rate per annum | 10.00% | |||||||||||||||
Debt instrument, periodic payment, principal | 30,000 | |||||||||||||||
Accrued interest | 49,000 | $ 49,000 | ||||||||||||||
Notes and interest converted into shares | shares | 987,500 | |||||||||||||||
Pay late-payment penalties per day | $ 5,000 | $ 5,000 | ||||||||||||||
Lender [Member] | ||||||||||||||||
Percentage of interest rate per annum | 10.00% | |||||||||||||||
Value of notes that converted into shares | $ 10,536 | |||||||||||||||
Notes and interest converted into shares | shares | 1,235,356 |
Capital Structure - Common St34
Capital Structure - Common Stock and Common Stock Purchase Warrants (Details Narrative) - $ / shares | 9 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | |
Equity [Abstract] | |||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued | 235,831,298 | 174,850,047 | |
Common Stock, Shares Outstanding | 235,831,298 | 174,850,047 | |
Number of warrants issued during period | 2,000,000 |
Capital Structure - Common St35
Capital Structure - Common Stock and Common Stock Purchase Warrants - Schedule of Outstanding Stock Warrants (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Warrants, Number of shares Beginning balance | shares | 9,131,500 |
Warrants, Number of shares Issued | shares | 25,654,908 |
Warrants, Number of shares Expired | shares | (162,500) |
Warrants, Number of shares Exercised | shares | 0 |
Warrants, Number of shares Ending balance | shares | 34,623,908 |
Exercise Price, Expired | $ 5 |
Exercise Price, Exercised | 0 |
Weighted average exercise price, Beginning balance | 1.47 |
Weighted average exercise price, Issued | 0.31 |
Weighted average exercise price, Expired | 5 |
Weighted average exercise price, Exercised | 0 |
Weighted average exercise price, Ending balance | 0.50 |
Minimum [Member] | |
Exercise Price, Beginning balance | 0.07 |
Exercise Price, Issued | 0.14 |
Exercise Price, Ending balance | 0.07 |
Maximum [Member] | |
Exercise Price, Beginning balance | 15 |
Exercise Price, Issued | 2 |
Exercise Price, Ending balance | $ 15 |
Capital Structure - Common St36
Capital Structure - Common Stock and Common Stock Purchase Warrants - Summary of Outstanding Warrants (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Fourth Quarter 2017 [Member] | |
Number of Shares | shares | 350,000 |
Exercise Price Lower Limit | $ 1.50 |
Exercise Price Upper Limit | $ 9 |
Remaining Life (years) | 1 year 3 months |
First Quarter 2018 [Member] | |
Number of Shares | shares | 127,500 |
Exercise Price Lower Limit | $ 15 |
Remaining Life (years) | 1 year 6 months |
Second Quarter 2018 [Member] | |
Number of Shares | shares | 33,334 |
Exercise Price Lower Limit | $ 15 |
Remaining Life (years) | 1 year 9 months |
Third Quarter 2018 [Member] | |
Number of Shares | shares | 250,000 |
Exercise Price Lower Limit | $ 1.50 |
Remaining Life (years) | 2 years |
Fourth Quarter 2018 [Member] | |
Number of Shares | shares | 6,089,166 |
Exercise Price Lower Limit | $ 1 |
Exercise Price Upper Limit | $ 1.50 |
Remaining Life (years) | 2 years 3 months |
First Quarter 2019 [Member] | |
Number of Shares | shares | 4,024,000 |
Exercise Price Lower Limit | $ 0.50 |
Exercise Price Upper Limit | $ 2 |
Remaining Life (years) | 2 years 6 months |
Second Quarter 2019 [Member] | |
Number of Shares | shares | 135,000 |
Exercise Price Lower Limit | $ 0.07 |
Exercise Price Upper Limit | $ 0.23 |
Remaining Life (years) | 2 years 9 months |
Third Quarter 2019 [Member] | |
Number of Shares | shares | 260,000 |
Exercise Price Lower Limit | $ 0.50 |
Exercise Price Upper Limit | $ 1.50 |
Remaining Life (years) | 3 years |
Fourth Quarter 2019 [Member] | |
Number of Shares | shares | 400,000 |
Exercise Price Lower Limit | $ 0.14 |
Remaining Life (years) | 3 years 3 months |
Second Quarter 2020 [Member] | |
Number of Shares | shares | 300,000 |
Exercise Price Lower Limit | $ 0.50 |
Remaining Life (years) | 3 years 9 months |
Fourth Quarter 2020 [Member] | |
Number of Shares | shares | 1,000,000 |
Exercise Price Lower Limit | $ 0.20 |
Remaining Life (years) | 4 years |
First Quarter 2021 [Member] | |
Number of Shares | shares | 12,650,000 |
Exercise Price Lower Limit | $ 0.20 |
Remaining Life (years) | 4 years 3 months |
Second Quarter 2021 [Member] | |
Number of Shares | shares | 6,004,908 |
Exercise Price Lower Limit | $ 0.10 |
Exercise Price Upper Limit | $ 0.20 |
Remaining Life (years) | 4 years 6 months |
Third Quarter 2021 [Member] | |
Number of Shares | shares | 3,000,000 |
Exercise Price Lower Limit | $ 0.20 |
Remaining Life (years) | 4 years 9 months |
Stock Compensation (Details Nar
Stock Compensation (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Number of common stock issued for consulting fees | 29,283,910 | 16,922,504 |
Fair value of common stock | $ 5,420,760 | $ 1,029,375 |
Amortization of prepaid services | 2,315,190 | $ 3,895,018 |
Stock issued during period, value, issued for services | $ 2,088,759 | |
Minimum [Member] | ||
Consulting fees amortized period | 12 months | |
Maximum [Member] | ||
Consulting fees amortized period | 24 months |
Income Taxes - Results of Ope38
Income Taxes - Results of Operations (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 0.00% | 0.00% |
Deferred tax assets | ||
Operating loss carryforwards | $ 66,500,000 | |
Operating loss carryforwards expire term | expire in 2032-2035. |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Initial supply, description | Through its wholly-owned subsidiary, TNI BioTech International, Ltd., in December 2015 the Company completed a 90-day bridging trial for the treatment of patients with HIV/AIDS. The trial consisted of a total of 150 patients of both genders between the ages of 18-60, each of whom was infected HIV/AIDS. The primary objective of this bridging trial was to confirm that LodonalTM has a beneficial effect on the immune system of immune deficient patients and that it is safe. The trial separated patients into a Control (placebo) Group and a Treatment Group (which was administered LodonalTM). The efficacy of increasing CD4 count [cell/mm3] between Day-1 and Day-90 by at least 25% was set as the criteria for demonstrating beneficial effect on the immune system. Safety was demonstrated through quality of life assessment and vitals both of which were not adversely affected. Treatment Group patients were given a daily dose of 4.5-mg/kg of Lodonal. | |
Initial capital to venture | $ 1,000 | |
Percentage of allocated income from venture | 25.00% | |
Orlando, Florida [Member] | ||
Cash rental expense | $ 4,009 | $ 4,988 |
Complete Pharmacy and Medical Solutions, LLC [Member] | ||
Percentage of allocated income from venture | 100.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 02, 2016 | Oct. 31, 2016 | Oct. 25, 2016 | Jul. 31, 2016 | Nov. 03, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Nov. 14, 2016 | Aug. 31, 2016 | May 05, 2016 | Dec. 31, 2015 |
Debt instrument, face amount | $ 2,000,000 | $ 149,854 | $ 305,000 | ||||||||
Maturity date | Apr. 7, 2017 | Nov. 3, 2016 | |||||||||
Consulting services | 29,283,910 | 16,922,504 | |||||||||
Proceeds from issuance of debt | $ 150,000 | $ 2,132,380 | $ 1,277,975 | ||||||||
Common stock, shares outstanding | 235,831,298 | 174,850,047 | |||||||||
Subsequent Event [Member] | |||||||||||
Repayments of debt | $ 50,000 | ||||||||||
Debt instrument, face amount | $ 750,000 | 100,000 | |||||||||
Common stock, shares issued | 500,000 | ||||||||||
Interest rate | 2.00% | ||||||||||
Maturity date | Nov. 1, 2017 | ||||||||||
Borrowings | $ 165,000 | ||||||||||
Consulting services | 1,300,000 | ||||||||||
Lending fees | 300,000 | ||||||||||
Proceeds from issuance of debt | $ 656,250 | ||||||||||
Common stock, shares outstanding | 241,128,131 | ||||||||||
Subsequent Event [Member] | Noreen Griffin [Member] | |||||||||||
Debt instrument, face amount | $ 25,000 | ||||||||||
Subsequent Event [Member] | Ms. Griffin [Member] | |||||||||||
Debt instrument, face amount | $ 25,000 | ||||||||||
Subsequent Event [Member] | Note Holder[Member] | |||||||||||
Common stock, shares issued | 2,000,000 | ||||||||||
Subsequent Event [Member] | Note Holder[Member] | Minimum [Member] | |||||||||||
Interest rate | 18.00% | ||||||||||
Maturity date | Sep. 6, 2016 | ||||||||||
Subsequent Event [Member] | Note Holder[Member] | Maximum [Member] | |||||||||||
Interest rate | 10.00% | ||||||||||
Maturity date | Dec. 31, 2016 | ||||||||||
Subsequent Event [Member] | GB Pharma Holdings, LLC [Member] | |||||||||||
Concentration risk, percentage | 12.50% | ||||||||||
Subsequent Event [Member] | Cytocom[Member] | Note Holder[Member] | |||||||||||
Common stock in return | 250,000 |