Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 16, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Immune Therapeutics, Inc. | |
Entity Central Index Key | 0001559356 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
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 | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 464,470 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 30,937 | $ 4,925 |
Total current assets | 30,937 | 4,925 |
Fixed Assets: | ||
Computer equipment (net) | 213 | 691 |
Deposits | 200 | 200 |
Total assets | 31,350 | 5,816 |
Current Liabilities: | ||
Accounts payable | 2,813,056 | 2,655,952 |
Accrued liabilities | 3,933,904 | 3,746,867 |
Notes payable net of debt discount | 2,891,676 | 5,545,371 |
Derivative liability | 962,235 | 798,126 |
Accrued interest payable | 574,931 | 899,904 |
Net payables due to related parties | 46,170 | 48,217 |
Total current liabilities | 11,221,972 | 13,694,437 |
Total liabilities | 11,221,972 | 13,694,437 |
Commitments and Contingencies (Note 10) | ||
Stockholders' Deficit: | ||
Common stock - par value $0.0001; 750,000,000 shares authorized; 457,578 and 457,578 shares issued and outstanding respectively | 46 | 46 |
Additional paid in capital | 370,908,099 | 370,908,099 |
Stock issuances due | 10,303 | 10,303 |
Accumulated deficit | (382,109,070) | (384,607,069) |
Total stockholders' deficit | (11,190,622) | (13,688,621) |
Total liabilities and stockholders' deficit | $ 31,350 | $ 5,816 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 457,578 | 457,578 |
Common stock, shares outstanding | 457,578 | 457,578 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating expenses | ||||
Selling, general and administrative | $ 130,873 | $ 388,898 | $ 516,296 | $ 1,372,480 |
Research and development expense | 27,566 | |||
Stock issued for services G&A | 120,000 | |||
Depreciation and amortization expense | 160 | 304 | 479 | 995 |
Total operating expense | 131,033 | 389,202 | 544,341 | 1,493,475 |
Loss from operations | (131,033) | (389,202) | (544,341) | (1,483,475) |
Other income (expense): | ||||
Interest expense | (100,681) | (125,046) | (313,830) | (397,400) |
Finance charges | (35,721) | (173,118) | ||
Gain on settlement of debt | 3,332,280 | 3,332,280 | ||
Gain/(Loss) on valuation derivative | 1,029,570 | (427,237) | 197,008 | (584,729) |
Total other income (expense) | 4,225,448 | (552,283) | 3,042,340 | (982,129) |
Net income (loss) | $ 4,094,415 | $ (941,485) | $ 2,497,999 | $ (982,129) |
Basic earnings (loss) per share attributable to common stockholders | $ 8.95 | $ (2.07) | $ 5.46 | $ (5.47) |
Diluted earnings (loss) per share attributable to common stockholders | $ 0.24 | $ (2.07) | $ 0.17 | $ (5.47) |
Weighted average number of shares outstanding | 457,578 | 455,578 | 457,578 | 452,956 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity/(Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock To Be Issued [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 44 | $ 369,924,426 | $ 35,303 | $ (381,210,411) | $ (11,250,638) |
Balance, shares at Dec. 31, 2018 | 434,323 | ||||
Issuance of common stock for prepaid services | 120,000 | 120,000 | |||
Issuance of common stock for prepaid services, shares | 3,000 | ||||
Issuance of warrants in connection with debt agreement | 73,000 | 73,000 | |||
Issuance of common stock in exchange for debt | $ 2 | 62,432 | 62,434 | ||
Issuance of common stock in exchange for debt, shares | 18,255 | ||||
Net loss | (2,475,604) | (982,129) | |||
Balance at Sep. 30, 2019 | $ 46 | 370,179,858 | 35,303 | (383,686,015) | (13,470,808) |
Balance, shares at Sep. 30, 2019 | 455,578 | ||||
Balance at Dec. 31, 2019 | $ 46 | 370,908,099 | 10,303 | (384,607,069) | (13,688,621) |
Balance, shares at Dec. 31, 2019 | 457,578 | ||||
Net loss | 2,497,999 | 2,497,999 | |||
Balance at Sep. 30, 2020 | $ 46 | $ 370,908,099 | $ 10,303 | $ (382,109,070) | $ (11,190,622) |
Balance, shares at Sep. 30, 2020 | 457,578 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income (loss) | $ 4,094,415 | $ (941,485) | $ 2,497,999 | $ (982,129) |
Adjustments to reconcile net loss to net cash flows from / (used in) operating activities: | ||||
Gain on settlement of debt | (3,332,280) | (3,332,280) | ||
Change in value of derivative | (1,029,570) | 427,237 | (197,008) | 584,729 |
Non-cash finance charges | 173,118 | |||
Amortization of debt discount | 65,035 | 214,428 | ||
Depreciation | 479 | 995 | 478 | 996 |
Stock issued for services | 120,000 | |||
Changes in operating assets and liabilities: | ||||
Accounts payable | 186,883 | 514,218 | ||
Inventories | 82,801 | |||
Interest accrued | 258,795 | 181,499 | ||
Accrued liabilities | 184,990 | 777,530 | ||
Net (used in)/generated from operating activities | (161,988) | 597 | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of notes payable ($197,000 net of loan issuance costs) | 188,000 | |||
Net cash provided by financing activities | 188,000 | |||
Net increase in cash and cash equivalents | 26,012 | 597 | ||
Cash and cash equivalents at beginning of period | 4,925 | 5,859 | ||
Cash and cash equivalents at end of period | $ 30,937 | $ 6,456 | 30,937 | 6,456 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid for interest | 16,000 | |||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Debt discounts on notes payable and warrants | 73,000 | |||
Conversion of debt and accrued interest to common stock | 27,110 | |||
Reclassification from notes payable to accounts payable | 254,749 | |||
Debt settled and reclassified to accrued expenses | $ 35,325 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Cash Flows [Abstract] | ||
Loan Issuance Costs | $ 197,000 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [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”). On November 10, 2004, Galliano International Ltd. 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, it executed a share exchange agreement for the acquisition of all of the outstanding shares of TNI BioTech IP, Inc. In October 2014, the name was changed to Immune Therapeutics, Inc. The Company initially focused on 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”) to stimulate and/or regulate the immune system to treat a variety of diseases. The Company believed that the 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. At present, the Company is a late development-stage biopharmaceutical company focused on the licensing, development and commercialization of innovative prescription medications for humans in Africa, Central and South America, the Caribbean and China. The Company is not permitted to market its licensed products in the United States. In December 2013, the Company formed a subsidiary, Cytocom Inc. (“Cytocom”), to focus on conducting LDN and MENK clinical trials in the United States. In a series of licensing agreements between the Company and Cytocom entered into between 2014 and 2020, in return for an up-front payment, the transfer of certain Company notes payable and other liabilities to Cytocom, and the payment of royalties by Cytocom on future sales, the Company transferred rights to Cytocom to develop and sell LDN and MENK for treatment in humans in the United States and certain other developed economies. The Company retained the right to develop and sell the licensed products in Emerging Markets. Under a May 2018 amendment to the licensing agreements, the royalty due from Cytocom was set at 1% of sales and the Company no longer had any ongoing obligations to pay for costs in connection with the assets of Cytocom. As a consequence of this amendment, the Company no longer consolidated the financial statements of Cytocom with its own statements. On February 27, 2020, the Company entered into a license agreement (the “License Agreement”) with Forte Biotechnology International Corp. (“Forte”), which granted Forte an exclusive license to develop and commercialize pharmaceutical products consisting of Lodonal and MENK for use in veterinary applications for all indications world-wide. Forte is managed by Noreen Griffin, a former Chief Executive Officer of the Company. On August 16, 2020, the Company and Cytocom closed on an agreement for the Company to sublicense LDN and MENK for developing markets to Cytocom. Accordingly, the Company transferred to Cytocom all of its right, title and interest in and to LDN and MENK in Developing Markets and the License under the License Agreement of May 1, 2018 between the companies. Cytocom agreed in return to assume and pay approximately $5,200,800 of the Company’s notes payable, accounts payable and other accrued obligations. As of September 30, 2020, approximately $3,266,000 of notes payable together with interest accrued thereon had been assigned to Cytocom. The companies are continuing to negotiate and implement the assignments to Cytocom of the accounts payable and other accrued obligations. As a consequence of the 2020 transactions, the Company has now licensed most of the previously owned intellectual property rights. In exchange the Company has acquired and continues to own equity interest in the licensees. The consideration for the licenses has provide the Company with an opportunity to reduce its liabilities and strengthen its balance sheet. The Company intends to continue on as a bio-pharmaceutical drug company and will pursue efforts to acquire assets through acquisition and licenses. To do so the Company will be required to raise additional capital in for the form of debt and/or equity. There is no guaranty that the Company will be able to make such acquisition or raise the capital required to execute the strategy. 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 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 Company’s cost structure. The Company reported net income of $4,094,415 and net income attributable of $2,497,999, respectively for the three and nine months ended September 30, 2020. Earnings for three months ended September 30, 2020 were primarily derived by non-cash item gains on the settlement of certain notes and loans payable and certain accrued liabilities settled in connection with the August 16, 2020 agreement with Cytocom. As of September 30, 2020, the Company had a stockholder’s deficit of $11,190,620. 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 Company’s operating plan, existing working capital as of September 30, 2020 was not sufficient to meet the cash requirements to fund planned operations through for the next 12 months without additional sources of cash. These conditions raise substantial doubt about the Company’s 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 Company’s assets and the satisfaction of liabilities in the normal course of business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019 (including the notes thereto) set forth in Form 10- K. We have identified the policies below as critical to our business operations and the understanding of its results of operations. The Company’s senior management has reviewed these critical accounting policies and related disclosures with the Company’s Board of Directors. The impact and any associated risks related to these policies on our business operations are discussed throughout this section where such policies affect our reported and expected financial results. 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, 2019. 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. Shares Issued and Outstanding On October 25, 2019, the Company closed voting by written consent as detailed in its Proxy Statement on form 14A, filed September 5, 2019 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (“Proxy Statement”). The Proxy Statement disclosed actions for which the Company was soliciting written consent, including consent to effect a reverse stock split of the Company’s issued and outstanding, but not authorized, common stock (the “Reverse Split”) at a ratio of 1,000-to-1. The Company’s shareholders approved the Reverse Split. On February 6, 2020, the Company’s Florida certificate of incorporation was amended to reflect this action. The implementation of the shareholder approval is subject to approval by the Financial Industry Regulatory Authority (“FINRA”). In connection with our application to FINRA, on February 6, 2020, we filed Articles of Amendment to our Articles of Incorporation to effect the reverse stock split of our issued and outstanding, but not authorized, common stock at a ratio of 1 to 1,000. On March 12, 2020 we corrected a typographical error to reflect the proper ratio of 1 to 1,000 by the filing of Articles of Amendment to our Articles of Incorporation. Although we filed the Articles of Amendment at FINRA’s instruction, on June 9, 2020, we were advised by FINRA that our 1 for 1,000 reverse stock split would not be processed. By not processing the reverse stock split, quotations for our common stock do not reflect the 1 for 1,000 reverse stock split, which occurred on February 6, 2020. The financial statements accompanying this Form 10-Q are presented based on the implementation of the reverse stock split. Use of Estimates The preparation of the Company’s 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 condensed consolidated balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. At September 30, 2020, the Company has no cash balances in excess of insured limits. 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”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of notes payable also approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes. Derivative Financial Instruments FASB ASC 820, Fair Value Measurements Fixed Assets Fixed assets 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, 2020 and September 30, 2019 was $479 and $995, respectively. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or change 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.” If the carrying amount of the asset, including any intangible assets associated with that asset, exceeds its estimated undiscounted net cash flow, before interest, the Company will recognize an impairment loss equal to the difference between its carrying amount and its estimated fair value. 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 Company’s 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 ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The 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 September 30, 2020 and 2019, the Company does not have a liability for unrecognized tax uncertainties. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of September 30, 2020, and 2020, the Company has 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 value of the Company’s common stock at the date of the agreement. The Company’s 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.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. Net Income/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 outstanding. The Company’s potential dilutive securities, which include stock and warrants, have been included from the computation of diluted net income for the three month period and nine month period ended September 30, 2020. They have been excluded from the computation of diluted net loss per share for the three month period and nine month period ended September 30, 2019, as the effect would be to reduce the net loss per share. A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows: Net Income Weighted Average Per Share Amount Basic EPS Income available to common stockholders $ 2,497,999 457,578 $ 5.46 Diluted EPS Effect of warrants convertible into common stock 20,012,082 Shares repurchasable using proceeds of warrants (5,093,137 ) Effect of convertible debt 109,697 79,976 Income available to common stockholders $ 2,607,696 15,456,500 $ 0.17 The following shares of potentially dilutive securities have been included from the computations of diluted weighted average shares outstanding for the three month period and nine month period ended September 30, 2020. They have been excluded from the computations of diluted weighted average shares outstanding for the three month period and nine month period ended September 30, 2019 as the effect of including such securities would be antidilutive: September 30, 2020 2019 Common Stock Purchase Warrants 16,584,263 4,211,061 Convertible Debt 79,976 152,720 Recent Accounting Standards During the quarter ended September 30, 2020, 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 Company’s consolidated financial statements. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 3. Accrued Liabilities Accrued expenses and other liabilities consist of the following: September 30, 2020 December 31, 2019 Accrued payroll $ 3,722,847 $ 3,610,810 Accrued interest and penalties – notes payable 574,931 899,904 Accrued legal 166,057 136,057 Other liabilities- due to Forte Biotech 45,000 48,217 Total accrued expenses and other liabilities $ 4,508,835 $ 4,694,988 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. Notes payable During the three and nine months ended September 30, 2020, the Company issued $53,000 and $197,000, respectively in promissory notes. On August 16, 2020, the Company and Cytocom entered into an agreement for the Company to sublicense LDN and MENK for emerging markets to Cytocom. Pursuant to the agreement, effective September 30, 2020 the Company assigned notes payable aggregating $2,728,731 to Cytocom. Notes payable consist of the following: September 30, 2020 December 31, 2019 Promissory notes issued between December 2, 2014 and January 5, 2015. Lender earns interest at a rate of 10% per annum, plus a pro-rata share of two percent of the Company’s gross receipts for sales of IRT-103-LDN in perpetuity. Notes were to be repaid in 36 monthly installments of principal and interest commencing no later than October 15, 2015. These notes were in default at September 30, 2020. In connection with an August 16, 2020 agreement with Cytocom, $216,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. $ 70,000 $ 286,000 Promissory notes issued between May 1, 2015 and June 30, 2016 and maturing between February 22, 2017 and November 1, 2018. Lenders earn interest at rates between 2% and 10% per annum. These notes were in default at September 30, 2020. In connection with an August 16, 2020 agreement with Cytocom, $476,494 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 149,500 625,994 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. These notes were assumed by Cytocom in connection with the August 16, 2020 agreement. - 97,737 Promissory notes issued between July 1, 2016 and December 31, 2016. Lenders earn interest at 2% per annum. The notes matured on December 31, 2017. These notes were assumed by Cytocom in connection with the August 16, 2020 agreement. - 206,000 Promissory notes aggregating $1,350,000 issued in the fourth quarter 2016. The notes accrue interest at 2% per annum and mature between November 1, 2017 and December 31, 2017. As September 30, 2020 the notes were in default. In connection with an August 16, 2020 agreement with Cytocom, $747,500 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 606,500 1,354,000 Promissory notes aggregating $500,000 issued in the first quarter of 2017. The notes accrue interest at 2% per annum and mature between January 12, 2018 and September 30, 2018. On September 30, 2020, the notes were in default. In connection with an August 16, 2020 agreement with Cytocom, $295,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 205,000 500,000 Promissory notes aggregating $300,000 issued in the second quarter of 2017. The notes accrue interest at 2% per annum and mature between May 15, 2018 and May 31, 2018. At September 30, 2020, the notes were in default. In connection with an August 16, 2020 agreement with Cytocom, $150,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 150,000 300,000 Promissory notes aggregating $191,800 issued in the third quarter of 2017. The notes accrue interest at 2% per annum and mature between August 31, 2018 and September 30, 2018. On September 30, 2020, the notes were in default. In connection with an August 16, 2020 agreement with Cytocom, $75,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 116,800 191,800 Promissory note for $425,000 issued in October 2017 with an original issue discount of $70,000. The note is in default, giving the holder an option to convert the note to stock using the lowest value of the Company’s common stock 25 days prior to the conversion. In 2018, the defaults also resulted in certain penalties, as a result of which the principal amount of the note outstanding at September 30, 2020 had increased to $454,032. $49,943 of accrued interest owed on the note has been converted to stock. The Company recognized a $711,652 derivative liability for remaining conversion right. 454,032 454,032 Promissory notes aggregating $105,500 issued in the fourth quarter of 2017. The notes accrue interest at 2% per annum. At September 30, 2020, the notes were in default. 105,500 105,500 Promissory notes aggregating $47,975 issued in the first quarter of 2018. The notes accrue interest at 2% per annum and mature between May 2018 and January 2019. At September 30, 2020, the notes were in default. 47,975 47,975 Promissory notes aggregating $125,000 issued in the first quarter of 2018. The notes accrue interest between 2% and 12% per annum and mature between April 2018 and June 2018. These notes include warrants between 500,000 and 2,000,000 shares with an exercise price of $0.05. In connection with an August 16, 2020 agreement with Cytocom, all of the notes outstanding at June 30, 2020 were assumed by Cytocom (the warrants remained with the Company). - 125,000 Promissory notes aggregating $65,000 issued in the second quarter of 2018. The notes accrue interest between 2% per annum and mature between July 2018 and October 2018. These notes include warrants between 1,000 and 5,000 shares with an exercise price of $5. At September 30, 2020 the notes were in default 65,000 65,000 Promissory notes aggregating $208,000 issued in the third quarter of 2018, of which $3,000 were issued to a related party. The notes accrue interest at 2% per annum and mature between August 5, 2019 and January 5, 2019. These notes include warrants between 60,000 and 500,000 shares with an exercise price of $0.05. At September 30, 2020, the notes were in default. In connection with an August 16, 2020 agreement with Cytocom, $80,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 118,000 198,000 Promissory notes aggregating $533,855 issued in the fourth quarter of 2018, of which $210,000 is to a related party. The notes accrue interest at 2% per annum and mature between January 2019 and November 2019. These notes include warrants between 200 and 39,500 shares with an exercise price of $5 to $40. At September 30, 2020, the notes were in default. In connection with an August 16, 2020 agreement with Cytocom, $210,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 323,855 533,855 Promissory note for $23,000 issued to a related party in the first quarter of 2019. The note accrues interest at 2% per annum and matures during July 2019. The note includes warrants for 4,600 shares with an exercise price of $5. At September 30, 2020, the note was in default. 23,000 23,000 Promissory note for $231,478 issued in the first quarter of 2019. The note accrues interest at 6% per annum and matured in February 2020. On September 30, 2020, the notes were in default. 231,478 231,478 Promissory note for $10,000 issued in the second quarter of 2019,. The note accrue interest at 2% per annum and matured in July 2019. The note includes warrants for 10,000 shares with an exercise price of $5. At September 30, 2020, the note was in default. In connection with an August 16, 2020 agreement with Cytocom, $40,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 10,000 50,000 Promissory note in the amount of $150,000 issued on October 1, 2019 for the settlement of outstanding debt in the same amount. The note accrues interest at 15% per annum, with $1,875 due in monthly interest payments, and matures on April 30, 2021. 150,000 150,000 Promissory notes in the amount of $144,000 issued in the second quarter of 2020. The notes accrue interest at 12% per annum, and mature between March 31, 2021 and June 15, 2021. The Company has recognized a $183,167 derivative liability for the conversion rights attached to the notes. 144,000 - Promissory note in the amount of $53,000 issued in the third quarter of 2020. The note accrues interest at 12% per annum and matures on August 13, 2021. The Company recognized a $67,416 derivative liability for the conversion rights attached to the note. 53,000 - Less: Original issue discount on notes payable and warrants issued with notes. (131,965 ) - Total $ 2,891,675 $ 5,545,371 As of September 30, 2020, the Company had accrued $574,931 in unpaid interest and default penalties. During the quarter ended September 30, 2020, no shares were issued by the Company in settlement of promissory notes. As of September 30, 2019, the Company had accrued $1,033,010 in unpaid interest and default penalties. During the quarter ended September 30, 2019, no shares were issued by the Company in settlement of promissory notes. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 5 Derivative Liabilities As of September 30, 2020, and December 31, 2019 the aggregate fair value of the outstanding derivative liabilities was $962,235 and $798,126, respectively. The Company estimated the fair value of the derivative liability using the Black-Scholes option pricing model using the following key assumption during the quarter ended September 30, 2020: Three months ended September 30, 2020 Volatility 158.79 % Risk-free interest rate 0.15 % Expected dividends - % Expected term 1 year The Company determines the fair values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company uses Level 3 inputs to estimate the fair value of its derivative liabilities. The following schedule summarizes the valuation of financial instruments at fair value in the balance sheet as of September 30, 2020: Fair Value Measurements as of September 30, 2020 Level 1 Level 2 Level 3 Assets Total assets - - - Liabilities Conversion option derivative liability $ - $ - $ 962,235 Total liabilities $ - $ - $ 962,235 The following table set forth a reconciliation of changes in the fair value of derivative liabilities classified as Level 3 in the fair value hierarchy: Conversion Beginning balance $ 798,126 Additions 361,118 Change in fair value (197,009) Ending balance $ 962,235 |
Capital Structure - Common Stoc
Capital Structure - Common Stock and Stock Purchase Warrants | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Capital Structure - Common Stock and Stock Purchase Warrants | 6 Capital Structure – Common Stock and 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. Stock Warrants In the three and nine months ended September 30, 2020, no new warrants were issued. There were no modifications of the terms of any warrants issued by the Company in the quarters ended September 30, 2020 and 2019. Following is a summary of outstanding stock warrants at, and activity during the nine months ended, September 30, 2020: Number Exercise Price Weighted Average Price Warrants as of December 31, 2019 20,083,335 $ 0.05-500 $ 4.21 Issued - $ - $ - Expired and forfeited (1,300 ) $ 100-500 $ 192.31 Exercised - $ - $ - Warrants as of September 30, 2020 20,082,035 $ 0.05-200 $ 4.23 Summary of outstanding warrants as of September 30, 2020: Expiration Date Number of Shares Exercise Price Remaining Life (years) Fourth Quarter 2020 1,000 $ 200 0.50 First Quarter 2021 12,600 $ 200 0.75 Second Quarter 2021 5,812 $ 14-200 1.00 Third Quarter 2021 5,167 $ 30-200 1.25 Fourth Quarter 2021 300 $ 100 1.50 First Quarter 2022 150 $ 200 1.75 Second Quarter 2022 1,750 $ 150 2.00 Third Quarter 2022 1,650 $ 50-100 2.25 Fourth Quarter 2022 9,811 $ 80-290 2.50 First Quarter 2023 1,204,000 $ 0.05-40 2.75 Second Quarter 2023 802,000 $ 0.05-200 3.00 Third Quarter 2023 7,521,500 $ 0.05-100 3.25 Fourth Quarter 2023 6,024,300 $ 0.05-0.20 3.50 First Quarter 2024 3,660,000 $ 0.05 3.75 Second Quarter 2024 800,000 $ 0.05 4.00 Third Quarter 2028 3,000 $ 70 8.25 Second Quarter 2032 28,995 $ 10-70 12.00 20,082,035 $ 0.05-200 |
Stock Compensation
Stock Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation | 7 Stock Compensation Shares Issued for Services During the quarters ended September 30, 2020 and 2019, the Company issued no shares of common stock for consulting fees. |
Income Taxes - Results of Opera
Income Taxes - Results of Operations | 9 Months Ended |
Sep. 30, 2020 | |
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 nine-month periods ended September 30, 2020 and 2019 because the Company incurred a net loss in both periods. For U.S. federal purposes the corporate statutory income tax rate was 21%, for 2019 and 2020 tax years. The Company has recognized no tax benefit for the losses generated for the nine-month period through September 30, 2020. 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 Company’s 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. Our effective tax rate for fiscal years 2020 and 2019 was 0%. Our 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. |
Licenses and Supply Agreements
Licenses and Supply Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Licenses And Supply Agreements | |
Licenses and Supply Agreements | 9. Licenses and Supply Agreements Patent and Subsidiary Acquisition In December 2014, the Company transferred to Cytocom certain of its rights, title and interest in or relating to intellectual property (i) patents, patent applications, and all divisional, continuations and continuations-in-part thereof, together with all reissues, reexaminations, renewals and extensions thereof and all rights to obtain such divisionals, continuations and continuations-in-part, reissues, reexaminations, renewals and extensions, and all utility models and statutory invention registrations and any other such analogous rights, (ii) trademarks, service marks, Internet domain names, trade dress, trade styles, logos, trade names, services names, brand names, corporate names, assumed business names and general intangibles and other source identifiers of a like nature, together with the goodwill associated with any of the foregoing, and all registrations and applications for registrations thereof, together with all renewals and extensions thereof and all rights to obtain such renewals and extensions, (iii) copyrights, mask work rights, database and design rights, moral rights and rights in Internet websites, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof and all applications in connection therewith, together with all renewals, continuations, reversions and extensions thereof and all rights to obtain such renewals, continuations, reversions and extensions, and (iv) confidential and proprietary information, including, trade secrets and know-how. Cytocom licensed back to the Company a perpetual, non-exclusive, royalty-free right and license to use the assigned intellectual property for veterinary indications and for the marketing rights to emerging markets, access to all clinical data, use of the formulation for LDN and MENK. The Original Agreement also granted the Company rights to market Lodonal™ and Met-Enkephalin (“MENK”) in “Emerging Markets,” which included all countries excluding Canada, Italy, Japan, France, Germany, United Kingdom, European Community and the United States. Pursuant to the Original Agreement, the Company was required to pay Cytocom a 5% royalty on all sales all ongoing drug development and fees due in connection with the underlying patents until such time as Cytocom was funded. On May 1, 2018, the Company entered into an amended and restated licensing agreement (the “Restated Agreement”) with Cytocom. The Restated Agreement restates the licensing arrangement between the Company and Cytocom as provided by the Original Agreement. The Restated Agreement grants the Company distribution and marketing rights for Lodonal™ and MENK for humans in Emerging Markets. The royalty due to Cytocom was reduced from 5% to 1% of sales and the Company no longer had any ongoing obligations to pay for the cost in connection with the assets of Cytocom. On May 13, 2020, the Company and Cytocom entered into Amendment to The Second Amendment to The License Agreement (“Third Amendment”) to their Second Amendment to The License Agreement that is effective December 31, 2018. The Third Amendment made changes to the lists of liabilities that were assigned by the Company to Cytocom on the effective date. Simultaneously with the Third Amendment, the companies signed a PRC Amendment to The Second Amendment to The License Agreement, in which they confirmed that the term “the Republic of China” in the Second Amendment means the People’s Republic of China and not The Republic of China, also known as Taiwan. On February 27, 2020, the Company approved and entered into a license agreement (the “License Agreement”) with Forte Biotechnology International Corp. (“Forte”). Under the License Agreement, the Company granted Forte an exclusive license to develop and commercialize pharmaceutical products consisting of Lodonal and MENK for use in veterinary applications for all indications world-wide. As consideration for the license, Forte agreed to make certain license, milestone and royalty payments to the Company. Forte is managed by Noreen Griffin, a former Chief Executive Officer of the Company. On August 16, 2020, the Company and Cytocom closed on an agreement for the Company to sublicense LDN and MENK for developing markets to Cytocom. Accordingly, the Company transferred to Cytocom all of its right, title and interest in and to LDN and MENK in Developing Markets and the License under the License Agreement of May 1, 2018 between the companies. Cytocom agreed in return to assume and pay approximately $5,200,800 of the Company’s notes payable, accounts payable and other accrued obligations. As of September 30, 2020, approximately $3,266,000 of notes payable together with interest accrued thereon had been assigned to Cytocom. The companies are continuing to negotiate and implement the assignments to Cytocom of the remaining accounts payable and other accrued obligations. As a consequence of the 2020 transactions, the Company has now licensed most of the previously owned intellectual property rights. In exchange the Company has acquired and continues to own equity interest in the licensees. The consideration for the licenses has provide the Company with an opportunity to reduce its liabilities and strengthen its balance sheet. The Company intends to continue on as a bio-pharmaceutical drug company and will pursue efforts to acquire assets through acquisition and licenses. To do so the Company will be required to raise additional capital in for the form of debt and/or equity. There is no guaranty that the Company will be able to make such acquisition or raise the capital required to execute the strategy. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies In October 2013, the Company announced the signing of a Distribution Agreement with AHAR Pharma, a Nigerian company, to market Lodonal™, in Nigeria for the treatment of autoimmune diseases and cancer. AHAR intends to distribute Lodonal™ through a local distributor network, an Internet client base and directly to hospitals, pharmacists and doctors in Nigeria. The first deliveries under the agreement took place in February 2018. Because AHAR Pharma failed to meet its contractual purchase obligations, the Company formally issued notice of default under the agreement. On April 18, 2018, AHAR Pharma transferred its rights under the Distribution Agreement to Fidson Healthcare Plc (“Fidson”), and Fidson signed an exclusive distribution agreement with the Company to distribute Lodonal™. Discussions between the Company and Fidson in the first half of 2020 did not result in any orders or shipments under this agreement. The Company’s rights to sell Lodonal™ in developing markets, which includes Nigeria, were transferred to Cytocom in August 2020, and the Company will transfer its rights with Fidson to Cytocom in accordance with that transfer. Contract Manufacturing Agreements On October 25, 2016, the Company and Acromax Dominicana, SA (“Acromax”), which is based in the Dominican Republic, 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, 2020, the Company was a party to an agreement to lease office space in Winter Park, Florida. Rental expense for the three months ended September 30, 2020 and 2019 was $177 and $2,162 respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events In October 2020, the Company received three notices of conversion from a note holder representing $53,000 of principal and $3,180 in accrued interest for debt issued on March 30,2020. The Company issued 6,892,613 common shares in connection with these notices at share prices ranging from $0.0078 to $0.0087 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019 (including the notes thereto) set forth in Form 10- K. We have identified the policies below as critical to our business operations and the understanding of its results of operations. The Company’s senior management has reviewed these critical accounting policies and related disclosures with the Company’s Board of Directors. The impact and any associated risks related to these policies on our business operations are discussed throughout this section where such policies affect our reported and expected financial results. 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, 2019. 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. |
Shares Issued and Outstanding | Shares Issued and Outstanding On October 25, 2019, the Company closed voting by written consent as detailed in its Proxy Statement on form 14A, filed September 5, 2019 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (“Proxy Statement”). The Proxy Statement disclosed actions for which the Company was soliciting written consent, including consent to effect a reverse stock split of the Company’s issued and outstanding, but not authorized, common stock (the “Reverse Split”) at a ratio of 1,000-to-1. The Company’s shareholders approved the Reverse Split. On February 6, 2020, the Company’s Florida certificate of incorporation was amended to reflect this action. The implementation of the shareholder approval is subject to approval by the Financial Industry Regulatory Authority (“FINRA”). In connection with our application to FINRA, on February 6, 2020, we filed Articles of Amendment to our Articles of Incorporation to effect the reverse stock split of our issued and outstanding, but not authorized, common stock at a ratio of 1 to 1,000. On March 12, 2020 we corrected a typographical error to reflect the proper ratio of 1 to 1,000 by the filing of Articles of Amendment to our Articles of Incorporation. Although we filed the Articles of Amendment at FINRA’s instruction, on June 9, 2020, we were advised by FINRA that our 1 for 1,000 reverse stock split would not be processed. By not processing the reverse stock split, quotations for our common stock do not reflect the 1 for 1,000 reverse stock split, which occurred on February 6, 2020. The financial statements accompanying this Form 10-Q are presented based on the implementation of the reverse stock split. |
Use of Estimates | Use of Estimates The preparation of the Company’s 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 condensed consolidated balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. At September 30, 2020, the Company has no cash balances in excess of insured limits. |
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”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of notes payable also approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes. |
Derivative Financial Instruments | Derivative Financial Instruments FASB ASC 820, Fair Value Measurements |
Fixed Assets | Fixed Assets Fixed assets 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, 2020 and September 30, 2019 was $479 and $995, respectively. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or change 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.” If the carrying amount of the asset, including any intangible assets associated with that asset, exceeds its estimated undiscounted net cash flow, before interest, the Company will recognize an impairment loss equal to the difference between its carrying amount and its estimated fair value. |
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 Company’s 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 ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The 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 September 30, 2020 and 2019, the Company does not have a liability for unrecognized tax uncertainties. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of September 30, 2020, and 2020, the Company has 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 value of the Company’s common stock at the date of the agreement. The Company’s 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.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. |
Net Income/Loss per Share | Net Income/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 outstanding. The Company’s potential dilutive securities, which include stock and warrants, have been included from the computation of diluted net income for the three month period and nine month period ended September 30, 2020. They have been excluded from the computation of diluted net loss per share for the three month period and nine month period ended September 30, 2019, as the effect would be to reduce the net loss per share. A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows: Net Income Weighted Average Per Share Amount Basic EPS Income available to common stockholders $ 2,497,999 457,578 $ 5.46 Diluted EPS Effect of warrants convertible into common stock 20,012,082 Shares repurchasable using proceeds of warrants (5,093,137 ) Effect of convertible debt 109,697 79,976 Income available to common stockholders $ 2,607,696 15,456,500 $ 0.17 The following shares of potentially dilutive securities have been included from the computations of diluted weighted average shares outstanding for the three month period and nine month period ended September 30, 2020. They have been excluded from the computations of diluted weighted average shares outstanding for the three month period and nine month period ended September 30, 2019 as the effect of including such securities would be antidilutive: September 30, 2020 2019 Common Stock Purchase Warrants 16,584,263 4,211,061 Convertible Debt 79,976 152,720 |
Recent Accounting Standards | Recent Accounting Standards During the quarter ended September 30, 2020, 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 Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Shares Outstanding | A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows: Net Income Weighted Average Per Share Amount Basic EPS Income available to common stockholders $ 2,497,999 457,578 $ 5.46 Diluted EPS Effect of warrants convertible into common stock 20,012,082 Shares repurchasable using proceeds of warrants (5,093,137 ) Effect of convertible debt 109,697 79,976 Income available to common stockholders $ 2,607,696 15,456,500 $ 0.17 |
Schedule of Antidilutive Securities | The following shares of potentially dilutive securities have been included from the computations of diluted weighted average shares outstanding for the three month period and nine month period ended September 30, 2020. They have been excluded from the computations of diluted weighted average shares outstanding for the three month period and nine month period ended September 30, 2019 as the effect of including such securities would be antidilutive: September 30, 2020 2019 Common Stock Purchase Warrants 16,584,263 4,211,061 Convertible Debt 79,976 152,720 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other liabilities consist of the following: September 30, 2020 December 31, 2019 Accrued payroll $ 3,722,847 $ 3,610,810 Accrued interest and penalties – notes payable 574,931 899,904 Accrued legal 166,057 136,057 Other liabilities- due to Forte Biotech 45,000 48,217 Total accrued expenses and other liabilities $ 4,508,835 $ 4,694,988 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following: September 30, 2020 December 31, 2019 Promissory notes issued between December 2, 2014 and January 5, 2015. Lender earns interest at a rate of 10% per annum, plus a pro-rata share of two percent of the Company’s gross receipts for sales of IRT-103-LDN in perpetuity. Notes were to be repaid in 36 monthly installments of principal and interest commencing no later than October 15, 2015. These notes were in default at September 30, 2020. In connection with an August 16, 2020 agreement with Cytocom, $216,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. $ 70,000 $ 286,000 Promissory notes issued between May 1, 2015 and June 30, 2016 and maturing between February 22, 2017 and November 1, 2018. Lenders earn interest at rates between 2% and 10% per annum. These notes were in default at September 30, 2020. In connection with an August 16, 2020 agreement with Cytocom, $476,494 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 149,500 625,994 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. These notes were assumed by Cytocom in connection with the August 16, 2020 agreement. - 97,737 Promissory notes issued between July 1, 2016 and December 31, 2016. Lenders earn interest at 2% per annum. The notes matured on December 31, 2017. These notes were assumed by Cytocom in connection with the August 16, 2020 agreement. - 206,000 Promissory notes aggregating $1,350,000 issued in the fourth quarter 2016. The notes accrue interest at 2% per annum and mature between November 1, 2017 and December 31, 2017. As September 30, 2020 the notes were in default. In connection with an August 16, 2020 agreement with Cytocom, $747,500 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 606,500 1,354,000 Promissory notes aggregating $500,000 issued in the first quarter of 2017. The notes accrue interest at 2% per annum and mature between January 12, 2018 and September 30, 2018. On September 30, 2020, the notes were in default. In connection with an August 16, 2020 agreement with Cytocom, $295,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 205,000 500,000 Promissory notes aggregating $300,000 issued in the second quarter of 2017. The notes accrue interest at 2% per annum and mature between May 15, 2018 and May 31, 2018. At September 30, 2020, the notes were in default. In connection with an August 16, 2020 agreement with Cytocom, $150,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 150,000 300,000 Promissory notes aggregating $191,800 issued in the third quarter of 2017. The notes accrue interest at 2% per annum and mature between August 31, 2018 and September 30, 2018. On September 30, 2020, the notes were in default. In connection with an August 16, 2020 agreement with Cytocom, $75,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 116,800 191,800 Promissory note for $425,000 issued in October 2017 with an original issue discount of $70,000. The note is in default, giving the holder an option to convert the note to stock using the lowest value of the Company’s common stock 25 days prior to the conversion. In 2018, the defaults also resulted in certain penalties, as a result of which the principal amount of the note outstanding at September 30, 2020 had increased to $454,032. $49,943 of accrued interest owed on the note has been converted to stock. The Company recognized a $711,652 derivative liability for remaining conversion right. 454,032 454,032 Promissory notes aggregating $105,500 issued in the fourth quarter of 2017. The notes accrue interest at 2% per annum. At September 30, 2020, the notes were in default. 105,500 105,500 Promissory notes aggregating $47,975 issued in the first quarter of 2018. The notes accrue interest at 2% per annum and mature between May 2018 and January 2019. At September 30, 2020, the notes were in default. 47,975 47,975 Promissory notes aggregating $125,000 issued in the first quarter of 2018. The notes accrue interest between 2% and 12% per annum and mature between April 2018 and June 2018. These notes include warrants between 500,000 and 2,000,000 shares with an exercise price of $0.05. In connection with an August 16, 2020 agreement with Cytocom, all of the notes outstanding at June 30, 2020 were assumed by Cytocom (the warrants remained with the Company). - 125,000 Promissory notes aggregating $65,000 issued in the second quarter of 2018. The notes accrue interest between 2% per annum and mature between July 2018 and October 2018. These notes include warrants between 1,000 and 5,000 shares with an exercise price of $5. At September 30, 2020 the notes were in default 65,000 65,000 Promissory notes aggregating $208,000 issued in the third quarter of 2018, of which $3,000 were issued to a related party. The notes accrue interest at 2% per annum and mature between August 5, 2019 and January 5, 2019. These notes include warrants between 60,000 and 500,000 shares with an exercise price of $0.05. At September 30, 2020, the notes were in default. In connection with an August 16, 2020 agreement with Cytocom, $80,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 118,000 198,000 Promissory notes aggregating $533,855 issued in the fourth quarter of 2018, of which $210,000 is to a related party. The notes accrue interest at 2% per annum and mature between January 2019 and November 2019. These notes include warrants between 200 and 39,500 shares with an exercise price of $5 to $40. At September 30, 2020, the notes were in default. In connection with an August 16, 2020 agreement with Cytocom, $210,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 323,855 533,855 Promissory note for $23,000 issued to a related party in the first quarter of 2019. The note accrues interest at 2% per annum and matures during July 2019. The note includes warrants for 4,600 shares with an exercise price of $5. At September 30, 2020, the note was in default. 23,000 23,000 Promissory note for $231,478 issued in the first quarter of 2019. The note accrues interest at 6% per annum and matured in February 2020. On September 30, 2020, the notes were in default. 231,478 231,478 Promissory note for $10,000 issued in the second quarter of 2019,. The note accrue interest at 2% per annum and matured in July 2019. The note includes warrants for 10,000 shares with an exercise price of $5. At September 30, 2020, the note was in default. In connection with an August 16, 2020 agreement with Cytocom, $40,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. 10,000 50,000 Promissory note in the amount of $150,000 issued on October 1, 2019 for the settlement of outstanding debt in the same amount. The note accrues interest at 15% per annum, with $1,875 due in monthly interest payments, and matures on April 30, 2021. 150,000 150,000 Promissory notes in the amount of $144,000 issued in the second quarter of 2020. The notes accrue interest at 12% per annum, and mature between March 31, 2021 and June 15, 2021. The Company has recognized a $183,167 derivative liability for the conversion rights attached to the notes. 144,000 - Promissory note in the amount of $53,000 issued in the third quarter of 2020. The note accrues interest at 12% per annum and matures on August 13, 2021. The Company recognized a $67,416 derivative liability for the conversion rights attached to the note. 53,000 - Less: Original issue discount on notes payable and warrants issued with notes. (131,965 ) - Total $ 2,891,675 $ 5,545,371 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Estimated Fair Value of Derivative Liability Valuation Assumptions | The Company estimated the fair value of the derivative liability using the Black-Scholes option pricing model using the following key assumption during the quarter ended September 30, 2020: Three months ended September 30, 2020 Volatility 158.79 % Risk-free interest rate 0.15 % Expected dividends - % Expected term 1 year |
Schedule of Valuation of Financial Instruments | The following schedule summarizes the valuation of financial instruments at fair value in the balance sheet as of September 30, 2020: Fair Value Measurements as of September 30, 2020 Level 1 Level 2 Level 3 Assets Total assets - - - Liabilities Conversion option derivative liability $ - $ - $ 962,235 Total liabilities $ - $ - $ 962,235 |
Schedule of Reconciliation of Changes in the Fair Value of Derivative Liabilities | The following table set forth a reconciliation of changes in the fair value of derivative liabilities classified as Level 3 in the fair value hierarchy: Conversion Beginning balance $ 798,126 Additions 361,118 Change in fair value (197,009) Ending balance $ 962,235 |
Capital Structure - Common St_2
Capital Structure - Common Stock and Stock Purchase Warrants (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Outstanding Stock Warrants | Following is a summary of outstanding stock warrants at, and activity during the nine months ended, September 30, 2020: Number Exercise Price Weighted Average Price Warrants as of December 31, 2019 20,083,335 $ 0.05-500 $ 4.21 Issued - $ - $ - Expired and forfeited (1,300 ) $ 100-500 $ 192.31 Exercised - $ - $ - Warrants as of September 30, 2020 20,082,035 $ 0.05-200 $ 4.23 |
Summary of Outstanding Warrants | Summary of outstanding warrants as of September 30, 2020: Expiration Date Number of Shares Exercise Price Remaining Life (years) Fourth Quarter 2020 1,000 $ 200 0.50 First Quarter 2021 12,600 $ 200 0.75 Second Quarter 2021 5,812 $ 14-200 1.00 Third Quarter 2021 5,167 $ 30-200 1.25 Fourth Quarter 2021 300 $ 100 1.50 First Quarter 2022 150 $ 200 1.75 Second Quarter 2022 1,750 $ 150 2.00 Third Quarter 2022 1,650 $ 50-100 2.25 Fourth Quarter 2022 9,811 $ 80-290 2.50 First Quarter 2023 1,204,000 $ 0.05-40 2.75 Second Quarter 2023 802,000 $ 0.05-200 3.00 Third Quarter 2023 7,521,500 $ 0.05-100 3.25 Fourth Quarter 2023 6,024,300 $ 0.05-0.20 3.50 First Quarter 2024 3,660,000 $ 0.05 3.75 Second Quarter 2024 800,000 $ 0.05 4.00 Third Quarter 2028 3,000 $ 70 8.25 Second Quarter 2032 28,995 $ 10-70 12.00 20,082,035 $ 0.05-200 |
Organization and Description _2
Organization and Description of Business (Details Narrative) - USD ($) | May 01, 2018 | Dec. 31, 2014 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Notes payable | $ 2,891,676 | $ 2,891,676 | $ 5,545,371 | ||||
Net loss attributable to common shareholders | 4,094,415 | 2,497,999 | |||||
Stockholder's deficit | (11,190,622) | (11,190,622) | $ (13,688,621) | $ (13,470,808) | $ (11,250,638) | ||
Cytocom Inc., [Member] | |||||||
Royalty percentage | 5.00% | ||||||
Notes payable | 3,266,000 | 3,266,000 | |||||
Notes payable, accounts payable and other accrued obligations | $ 5,200,800 | $ 5,200,800 | |||||
Cytocom Inc., [Member] | Licensing Agreement [Member] | |||||||
Royalty percentage | 1.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Maximum of annual gross revenue | $ 1,000,000,000 | ||||
Reverse split | Common stock (the "Reverse Split") at a ratio of 1,000-to-1. | ||||
Federal deposit insurance corporation value | $ 250,000 | $ 250,000 | |||
Depreciation expense | 479 | $ 995 | 478 | $ 996 | |
Accrued interest or penalties related to uncertain tax positions | |||||
FINRA [Member] | |||||
Reverse split | In connection with our application to FINRA, on February 6, 2020, we filed Articles of Amendment to our Articles of Incorporation to effect the reverse stock split of our issued and outstanding, but not authorized, common stock at a ratio of 1 to 1,000. On March 12, 2020 we corrected a typographical error to reflect the proper ratio of 1 to 1,000 by the filing of Articles of Amendment to our Articles of Incorporation. Although we filed the Articles of Amendment at FINRA's instruction, on June 9, 2020, we were advised by FINRA that our 1 for 1,000 reverse stock split would not be processed. By not processing the reverse stock split, quotations for our common stock do not reflect the 1 for 1,000 reverse stock split, which occurred on February 6, 2020. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Weighted Average Shares Outstanding (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accounting Policies [Abstract] | ||||
Income available to common stockholders | $ 2,497,999 | |||
Weighted average common shares, basic | 457,578 | |||
Basic earnings per share | $ 8.95 | $ (2.07) | $ 5.46 | $ (5.47) |
Effect of convertible debt | $ 109,697 | |||
Income available to common stockholders, diluted | $ 2,607,696 | |||
Effect of warrants convertible into common stock | 20,012,082 | |||
Shares repurchasable using proceeds of warrants | (5,093,137) | |||
Effect of convertible debt | 79,976 | |||
Weighted average common shares, diluted | 15,456,500 | |||
Diluted earnings per share | $ 0.24 | $ (2.07) | $ 0.17 | $ (5.47) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Common Stock Purchase Warrants [Member] | ||
Potentially dilutive securities | 16,584,263 | 4,211,061 |
Convertible Debt [Member] | ||
Potentially dilutive securities | 79,976 | 152,720 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 3,722,847 | $ 3,610,810 |
Accrued interest and penalties - notes payable | 574,931 | 899,904 |
Accrued legal | 166,057 | 136,057 |
Other liabilities- due to Forte Biotech | 45,000 | 48,217 |
Total accrued expenses and other liabilities | $ 4,508,835 | $ 4,694,988 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Proceeds from issuance of notes payable | $ 188,000 | |||
Note payable | $ 2,891,676 | 2,891,676 | $ 5,545,371 | |
Accrued unpaid interest and default penalties | 574,931 | $ 1,033,010 | ||
Promissory Notes [Member] | ||||
Proceeds from issuance of notes payable | 53,000 | $ 197,000 | ||
Settlement of Promissory Notes [Member] | ||||
Issuance of common stock for conversion of debt, shares | ||||
Cytocom Inc., [Member] | ||||
Note payable | 3,266,000 | $ 3,266,000 | ||
Cytocom Inc., [Member] | Sublicense Lodonal ("LDN") and Methionine Enkephalin ("MENK") [Member] | ||||
Note payable | $ 2,728,731 | $ 2,728,731 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Total | $ 2,891,675 | $ 5,545,371 | ||
Less: Original issue discount on notes payable and warrants issued with notes. | (131,965) | |||
Notes Payable One [Member] | ||||
Total | 70,000 | 286,000 | ||
Notes Payable Two [Member] | ||||
Total | 149,500 | 625,994 | ||
Notes Payable Three [Member] | ||||
Total | 97,737 | |||
Notes Payable Four [Member] | ||||
Total | 206,000 | |||
Notes Payable Five [Member] | ||||
Total | 606,500 | 1,354,000 | ||
Notes Payable Six [Member] | ||||
Total | 205,000 | 500,000 | ||
Notes Payable Seven [Member] | ||||
Total | 150,000 | 300,000 | ||
Notes Payable Eight [Member] | ||||
Total | 116,800 | 191,800 | ||
Notes Payable Nine [Member] | ||||
Total | 454,032 | 454,032 | ||
Notes Payable Ten [Member] | ||||
Total | 105,500 | 105,500 | ||
Notes Payable Eleven [Member] | ||||
Total | 47,975 | 47,975 | ||
Notes Payable Twelve [Member] | ||||
Total | 125,000 | |||
Notes Payable Thirteen [Member] | ||||
Total | 65,000 | 65,000 | ||
Notes Payable Fourteen [Member] | ||||
Total | 118,000 | 198,000 | ||
Notes Payable Fifteen [Member] | ||||
Total | 323,855 | 533,855 | ||
Notes Payable Sixteen [Member] | ||||
Total | 23,000 | 23,000 | ||
Notes Payable Seventeen [Member] | ||||
Total | 231,478 | 231,478 | ||
Notes Payable Eighteen [Member] | ||||
Total | 10,000 | 50,000 | ||
Notes Payable Nineteen [Member] | ||||
Total | 150,000 | 150,000 | ||
Notes Payable Twenty [Member] | ||||
Total | $ 144,000 | |||
Notes Payable Twenty One [Member] | ||||
Total | $ 53,000 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) | Oct. 02, 2019USD ($) | Nov. 03, 2015 | Jan. 05, 2015Installments | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Mar. 31, 2017 | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2017USD ($) | Oct. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016 |
Note payable | $ 2,891,676 | $ 5,545,371 | |||||||||||||||||||
Accrued interest | 574,931 | $ 899,904 | |||||||||||||||||||
Cytocom Inc., [Member] | |||||||||||||||||||||
Note payable | 3,266,000 | ||||||||||||||||||||
Notes Payable One [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 10.00% | ||||||||||||||||||||
Number of installments, months | Installments | 36 | ||||||||||||||||||||
Notes Payable One [Member] | Cytocom Inc., [Member] | |||||||||||||||||||||
Note payable | $ 216,000 | ||||||||||||||||||||
Notes Payable Two [Member] | Lenders [Member] | Minimum [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 2.00% | ||||||||||||||||||||
Notes Payable Two [Member] | Lenders [Member] | Maximum [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 10.00% | ||||||||||||||||||||
Notes Payable Two [Member] | Cytocom Inc., [Member] | |||||||||||||||||||||
Note payable | 476,494 | ||||||||||||||||||||
Notes Payable Three [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 10.00% | ||||||||||||||||||||
Note matures date | Nov. 3, 2016 | ||||||||||||||||||||
Notes Payable Four [Member] | Lenders [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 2.00% | 2.00% | |||||||||||||||||||
Note matures date | Dec. 31, 2017 | ||||||||||||||||||||
Notes Payable Five [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 2.00% | 2.00% | |||||||||||||||||||
Debt instrument maturity date description | November 1, 2017 and December 31, 2017 | ||||||||||||||||||||
Notes aggregating default amount | $ 1,350,000 | $ 1,350,000 | |||||||||||||||||||
Notes Payable Five [Member] | Cytocom Inc., [Member] | |||||||||||||||||||||
Note payable | 747,500 | ||||||||||||||||||||
Notes Payable Six [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 2.00% | ||||||||||||||||||||
Debt instrument maturity date description | January 12, 2018 and September 30, 2018 | ||||||||||||||||||||
Notes aggregating default amount | $ 500,000 | ||||||||||||||||||||
Notes Payable Six [Member] | Cytocom Inc., [Member] | |||||||||||||||||||||
Note payable | 295,000 | ||||||||||||||||||||
Notes Payable Seven [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 2.00% | ||||||||||||||||||||
Debt instrument maturity date description | May 15, 2018 and May 31, 2018 | ||||||||||||||||||||
Notes aggregating default amount | $ 300,000 | ||||||||||||||||||||
Notes Payable Seven [Member] | Cytocom Inc., [Member] | |||||||||||||||||||||
Note payable | 150,000 | ||||||||||||||||||||
Notes Payable Eight [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 2.00% | ||||||||||||||||||||
Debt instrument maturity date description | August 31, 2018 and September 30, 2018 | ||||||||||||||||||||
Notes aggregating default amount | $ 191,800 | ||||||||||||||||||||
Notes Payable Eight [Member] | Cytocom Inc., [Member] | |||||||||||||||||||||
Note payable | 75,000 | ||||||||||||||||||||
Notes Payable Nine [Member] | |||||||||||||||||||||
Maximum amount raise in debt | 454,032 | ||||||||||||||||||||
Accrued interest | 49,943 | ||||||||||||||||||||
Notes aggregating default amount | $ 425,000 | ||||||||||||||||||||
Original issuance discount | $ 70,000 | ||||||||||||||||||||
Derivative liability | $ 711,652 | ||||||||||||||||||||
Notes Payable Ten [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 2.00% | ||||||||||||||||||||
Notes aggregating default amount | $ 105,500 | ||||||||||||||||||||
Notes Payable Eleven [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 2.00% | ||||||||||||||||||||
Debt instrument maturity date description | May 2018 and January 2019 | ||||||||||||||||||||
Notes aggregating default amount | $ 47,975 | ||||||||||||||||||||
Notes Payable Twelve [Member] | |||||||||||||||||||||
Debt instrument maturity date description | April 2018 and June 2018 | ||||||||||||||||||||
Notes aggregating default amount | $ 125,000 | ||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.5 | ||||||||||||||||||||
Notes Payable Twelve [Member] | Minimum [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 2.00% | ||||||||||||||||||||
Number of warrants | shares | 500,000 | ||||||||||||||||||||
Notes Payable Twelve [Member] | Maximum [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 12.00% | ||||||||||||||||||||
Number of warrants | shares | 2,000,000 | ||||||||||||||||||||
Notes Payable Thirteen [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 2.00% | ||||||||||||||||||||
Debt instrument maturity date description | July 2018 and October 2018 | ||||||||||||||||||||
Notes aggregating default amount | $ 65,000 | ||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 5 | ||||||||||||||||||||
Notes Payable Thirteen [Member] | Minimum [Member] | |||||||||||||||||||||
Number of warrants | shares | 1,000 | ||||||||||||||||||||
Notes Payable Thirteen [Member] | Maximum [Member] | |||||||||||||||||||||
Number of warrants | shares | 5,000 | ||||||||||||||||||||
Notes Payable Fourteen [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 2.00% | 2.00% | |||||||||||||||||||
Debt instrument maturity date description | August 5, 2019 and January 5, 2019 | ||||||||||||||||||||
Notes aggregating default amount | $ 208,000 | $ 208,000 | |||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 5 | $ 5 | |||||||||||||||||||
Notes Payable Fourteen [Member] | Minimum [Member] | |||||||||||||||||||||
Number of warrants | shares | 60,000 | 60,000 | |||||||||||||||||||
Notes Payable Fourteen [Member] | Maximum [Member] | |||||||||||||||||||||
Number of warrants | shares | 500,000 | 500,000 | |||||||||||||||||||
Notes Payable Fourteen [Member] | Related Party [Member] | |||||||||||||||||||||
Notes aggregating default amount | $ 3,000 | $ 3,000 | |||||||||||||||||||
Notes Payable Fourteen [Member] | Cytocom Inc., [Member] | |||||||||||||||||||||
Note payable | 80,000 | ||||||||||||||||||||
Notes Payable Fifteen [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 2.00% | ||||||||||||||||||||
Debt instrument maturity date description | January 2019 and November 2019 | ||||||||||||||||||||
Notes aggregating default amount | $ 533,855 | ||||||||||||||||||||
Notes Payable Fifteen [Member] | Minimum [Member] | |||||||||||||||||||||
Number of warrants | shares | 200 | ||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 5 | ||||||||||||||||||||
Notes Payable Fifteen [Member] | Maximum [Member] | |||||||||||||||||||||
Number of warrants | shares | 39,500 | ||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 40 | ||||||||||||||||||||
Notes Payable Fifteen [Member] | Related Party [Member] | |||||||||||||||||||||
Notes aggregating default amount | $ 210,000 | ||||||||||||||||||||
Notes Payable Fifteen [Member] | Cytocom Inc., [Member] | |||||||||||||||||||||
Note payable | 210,000 | ||||||||||||||||||||
Notes Payable Sixteen [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 2.00% | ||||||||||||||||||||
Note matures date | Jul. 31, 2019 | ||||||||||||||||||||
Notes aggregating default amount | $ 23,000 | ||||||||||||||||||||
Number of warrants | shares | 4,600 | ||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 5 | ||||||||||||||||||||
Notes Payable Seventeen [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 6.00% | ||||||||||||||||||||
Note matures date | Feb. 29, 2020 | ||||||||||||||||||||
Notes aggregating default amount | $ 231,478 | ||||||||||||||||||||
Notes Payable Eighteen [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 2.00% | ||||||||||||||||||||
Debt instrument maturity date description | July 2019 | ||||||||||||||||||||
Notes aggregating default amount | $ 10,000 | ||||||||||||||||||||
Number of warrants | shares | 10,000 | ||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 5 | ||||||||||||||||||||
Notes Payable Eighteen [Member] | Cytocom Inc., [Member] | |||||||||||||||||||||
Note payable | $ 40,000 | ||||||||||||||||||||
Notes Payable Nineteen [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 15.00% | ||||||||||||||||||||
Note matures date | Apr. 30, 2021 | ||||||||||||||||||||
Notes aggregating default amount | $ 150,000 | ||||||||||||||||||||
Debt instrument, periodic payment, principal | $ 1,875 | ||||||||||||||||||||
Notes Payable Twenty [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 12.00% | ||||||||||||||||||||
Debt instrument maturity date description | March 31, 2021 and June 15, 2021 | ||||||||||||||||||||
Notes aggregating default amount | $ 144,000 | ||||||||||||||||||||
Derivative liability | $ 183,167 | ||||||||||||||||||||
Notes Payable Twenty One [Member] | |||||||||||||||||||||
Percentage of interest rate per annum | 12.00% | ||||||||||||||||||||
Note matures date | Aug. 13, 2021 | ||||||||||||||||||||
Notes aggregating default amount | $ 53,000 | ||||||||||||||||||||
Derivative liability | $ 67,416 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities | $ 962,235 | $ 798,126 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Estimated Fair Value of Derivative Liability Valuation Assumptions (Details) - Black-Scholes Option Pricing Model [Member] | 3 Months Ended |
Sep. 30, 2020 | |
Volatility [Member] | |
Fair value assumptions, measurement input, percentages | 158.79 |
Risk-Free Interest Rate [Member] | |
Fair value assumptions, measurement input, percentages | 0.15 |
Expected Dividends [Member] | |
Fair value assumptions, measurement input, percentages | 0 |
Expected Term [Member] | |
Fair value assumptions, measurement input, term | 1 year |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Valuation of Financial Instruments (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total liabilities | $ 11,221,972 | $ 13,694,437 |
Level 1 [Member] | ||
Total assets | ||
Conversion option derivative liability | ||
Total liabilities | ||
Level 2 [Member] | ||
Total assets | ||
Conversion option derivative liability | ||
Total liabilities | ||
Level 3 [Member] | ||
Total assets | ||
Conversion option derivative liability | 962,235 | |
Total liabilities | $ 962,235 |
Derivative Liabilities - Sche_3
Derivative Liabilities - Schedule of Reconciliation of Changes in the Fair Value of Derivative Liabilities (Details) - Level 3 [Member] | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Derivative liabilities beginning balance | $ 798,126 |
Additions | 361,118 |
Change in fair value | (197,009) |
Derivative liabilities ending balance | $ 962,235 |
Capital Structure - Common St_3
Capital Structure - Common Stock and Stock Purchase Warrants (Details Narrative) - Warrant [Member] - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Number of warrants issued during period | ||
Modification of warrant issued |
Capital Structure - Common St_4
Capital Structure - Common Stock and Stock Purchase Warrants - Schedule of Outstanding Stock Warrants (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number of Shares Warrants, Beginning balance | shares | 20,083,335 |
Number of Shares Warrants, Issued | shares | |
Number of Shares Warrants, Expired and forfeited | shares | (1,300) |
Number of Shares Warrants, Exercised | shares | |
Number of Shares Warrants, Ending balance | shares | 20,082,035 |
Exercise Price, Issued | |
Exercise Price, Exercised | |
Weighted Average Price, Beginning balance | 4.21 |
Weighted Average Price, Issued | |
Weighted Average Price, Expired and forfeited | 192.31 |
Weighted Average Price, Exercised | |
Weighted Average Price, Ending balance | 4.23 |
Maximum [Member] | |
Exercise Price, Beginning balance | 0.05 |
Exercise Price, Expired and forfeited | 100 |
Exercise Price, Ending balance | 0.05 |
Minimum [Member] | |
Exercise Price, Beginning balance | 500 |
Exercise Price, Expired and forfeited | 500 |
Exercise Price, Ending balance | $ 200 |
Capital Structure - Common St_5
Capital Structure - Common Stock and Stock Purchase Warrants - Summary of Outstanding Warrants (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number of Shares | shares | 20,082,035 |
Exercise Price Lower Limit | $ 0.05 |
Exercise Price Upper Limit | $ 200 |
Fourth Quarter 2020 [Member] | |
Number of Shares | shares | 1,000 |
Exercise Price Upper Limit | $ 200 |
Remaining Life (years) | 6 months |
First Quarter 2021 [Member] | |
Number of Shares | shares | 12,600 |
Exercise Price Upper Limit | $ 200 |
Remaining Life (years) | 9 months |
Second Quarter 2021 [Member] | |
Number of Shares | shares | 5,812 |
Exercise Price Lower Limit | $ 14 |
Exercise Price Upper Limit | $ 200 |
Remaining Life (years) | 1 year |
Third Quarter 2021 [Member] | |
Number of Shares | shares | 5,167 |
Exercise Price Lower Limit | $ 30 |
Exercise Price Upper Limit | $ 200 |
Remaining Life (years) | 1 year 2 months 30 days |
Fourth Quarter 2021 [Member] | |
Number of Shares | shares | 300 |
Exercise Price Upper Limit | $ 100 |
Remaining Life (years) | 1 year 6 months |
First Quarter 2022 [Member] | |
Number of Shares | shares | 150 |
Exercise Price Upper Limit | $ 200 |
Remaining Life (years) | 1 year 9 months |
Second Quarter 2022 [Member] | |
Number of Shares | shares | 1,750 |
Exercise Price Upper Limit | $ 150 |
Remaining Life (years) | 2 years |
Third Quarter 2022 [Member] | |
Number of Shares | shares | 1,650 |
Exercise Price Lower Limit | $ 50 |
Exercise Price Upper Limit | $ 100 |
Remaining Life (years) | 2 years 2 months 30 days |
Fourth Quarter 2022 [Member] | |
Number of Shares | shares | 9,811 |
Exercise Price Lower Limit | $ 80 |
Exercise Price Upper Limit | $ 290 |
Remaining Life (years) | 2 years 6 months |
First Quarter 2023 [Member] | |
Number of Shares | shares | 1,204,000 |
Exercise Price Lower Limit | $ 0.05 |
Exercise Price Upper Limit | $ 40 |
Remaining Life (years) | 2 years 9 months |
Second Quarter 2023 [Member] | |
Number of Shares | shares | 802,000 |
Exercise Price Lower Limit | $ 0.05 |
Exercise Price Upper Limit | $ 200 |
Remaining Life (years) | 3 years |
Third Quarter 2023 [Member] | |
Number of Shares | shares | 7,521,500 |
Exercise Price Lower Limit | $ 0.05 |
Exercise Price Upper Limit | $ 100 |
Remaining Life (years) | 3 years 2 months 30 days |
Fourth Quarter 2023 [Member] | |
Number of Shares | shares | 6,024,300 |
Exercise Price Lower Limit | $ 0.05 |
Exercise Price Upper Limit | $ 0.20 |
Remaining Life (years) | 3 years 6 months |
First Quarter 2024 [Member] | |
Number of Shares | shares | 3,660,000 |
Exercise Price Upper Limit | $ 0.05 |
Remaining Life (years) | 3 years 9 months |
Second Quarter 2024 [Member] | |
Number of Shares | shares | 800,000 |
Exercise Price Upper Limit | $ 0.05 |
Remaining Life (years) | 4 years |
Third Quarter 2028 [Member] | |
Number of Shares | shares | 3,000 |
Exercise Price Upper Limit | $ 70 |
Remaining Life (years) | 8 years 2 months 30 days |
Second Quarter 2032 [Member] | |
Number of Shares | shares | 28,995 |
Exercise Price Lower Limit | $ 10 |
Exercise Price Upper Limit | $ 70 |
Remaining Life (years) | 12 years |
Stock Compensation (Details Nar
Stock Compensation (Details Narrative) - shares | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Consulting Fees [Member] | ||
Number of common stock issued for services | 0 | 0 |
Income Taxes - Results of Ope_2
Income Taxes - Results of Operations (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | ||
Percentage of statutory income tax rate | 21.00% | 21.00% |
Effective tax rate | 0.00% | 0.00% |
Licenses and Supply Agreements
Licenses and Supply Agreements (Details Narrative) - USD ($) | May 01, 2018 | Dec. 31, 2014 | Sep. 30, 2020 | Dec. 31, 2019 |
Notes payable | $ 2,891,676 | $ 5,545,371 | ||
Cytocom Inc., [Member] | ||||
Royalty percentage | 5.00% | |||
Notes payable, accounts payable and other accrued obligations | 5,200,800 | |||
Notes payable | $ 3,266,000 | |||
Cytocom Inc., [Member] | Licensing Agreement [Member] | ||||
Royalty percentage | 1.00% | |||
Cytocom Inc., [Member] | Maximum [Member] | Restated Agreement [Member] | ||||
Royalty percentage | 5.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rental expense | $ 177 | $ 2,162 |
Subsequent Events (Detail Narra
Subsequent Events (Detail Narrative) - Subsequent Event [Member] - Promissory Notes [Member] | 1 Months Ended |
Oct. 31, 2020USD ($)$ / sharesshares | |
Face amount of debt converted | $ | $ 53,000 |
Accrued interest | $ | $ 3,180 |
Commom shares issued in connection with conversion | shares | 6,892,613 |
Minimum [Member] | |
Common stock price per share | $ / shares | $ 0.0078 |
Maximum [Member] | |
Common stock price per share | $ / shares | $ 0.0087 |