Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 11, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | PROVECTUS BIOPHARMACEUTICALS, INC. | |
Entity Central Index Key | 0000315545 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 394,362,475 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 1,483,214 | $ 590,706 |
Short-term receivables - legal fees, settlement and other, net | 3,777 | 55,058 |
Prepaid expenses | 142,659 | 350,249 |
Total Current Assets | 1,629,650 | 996,013 |
Equipment and furnishings, less accumulated depreciation of $71,676 and $64,630, respectively | 51,338 | 58,384 |
Operating lease right-of-use asset | 157,599 | 194,400 |
Patents, net of accumulated amortization of $11,715,455 and $11,487,338, respectively | 228,107 | |
Total Assets | 1,838,587 | 1,476,904 |
Current Liabilities: | ||
Accounts payable - trade | 1,457,729 | 1,125,890 |
Other accrued expenses | 1,376,008 | 1,255,266 |
Current portion of accrued interest | 2,114,852 | 65,333 |
Current portion of accrued interest - related parties | 1,494,357 | |
Current portion of note payable | 23,438 | |
Current portion of convertible notes payable | 15,872,000 | 500,000 |
Current portion of convertible notes payable - related parties | 6,770,000 | |
Current portion of operating lease liability | 81,149 | 76,423 |
Total Current Liabilities | 29,189,533 | 3,022,912 |
Accrued interest, non-current portion | 1,501,864 | |
Accrued interest, non-current portion - related parties | 1,226,582 | |
Note payable, non-current portion | 39,062 | |
Convertible notes payable, non-current portion | 12,997,000 | |
Convertible notes payable, non-current portion - related parties | 6,670,000 | |
Operating lease liability, non-current portion | 86,974 | 130,658 |
Total Liabilities | 29,315,569 | 25,549,016 |
Commitments and contingencies (Note 9) | ||
Stockholders' Deficiency: | ||
Preferred stock; par value $0.001 per share; 25,000,000 shares authorized; Series B Convertible Preferred Stock; 240,000 shares designated; 100 shares issued and outstanding at June 30, 2020 and December 31, 2019; aggregate liquidation preference of $3,500 at June 30, 2020 and December 31, 2019 | ||
Common stock; par value $0.001 per share; 1,000,000,000 shares authorized; 390,714,475 and 389,889,475 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 390,714 | 389,889 |
Additional paid-in capital | 209,421,800 | 209,378,835 |
Accumulated other comprehensive loss | (30,802) | (24,008) |
Accumulated deficit | (237,258,694) | (233,816,828) |
Total Stockholders' Deficiency | (27,476,982) | (24,072,112) |
Total Liabilities and Stockholders' Deficiency | $ 1,838,587 | $ 1,476,904 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Accumulated depreciation on equipment and furnishings | $ 71,676 | $ 64,630 |
Accumulated amortization on patents | $ 11,715,455 | $ 11,487,338 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Aggregate liquidation preference | $ 3,500 | $ 3,500 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 390,714,475 | 389,889,475 |
Common stock, shares outstanding | 390,714,475 | 389,889,475 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 240,000 | 240,000 |
Preferred stock, shares issued | 100 | 100 |
Preferred stock, shares outstanding | 100 | 100 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Expenses: | ||||
Research and development | $ 696,454 | $ 1,208,324 | $ 1,605,900 | $ 2,245,655 |
General and administrative | 514,394 | 631,063 | 1,053,188 | 1,390,316 |
Total Operating Expenses | 1,210,848 | 1,839,387 | 2,659,088 | 3,635,971 |
Total Operating Loss | (1,210,848) | (1,839,387) | (2,659,088) | (3,635,971) |
Other Income/(Expense): | ||||
EIDL grant | 3,000 | 3,000 | ||
Gain on settlement of lawsuits | 675,000 | |||
Research and development tax credit | 113 | (1,131) | 26,364 | 82,941 |
Investment and interest income | 3,334 | 19,650 | 3,413 | 21,905 |
Interest expense | (410,404) | (356,451) | (815,555) | (691,024) |
Total Other Income/(Expense) | (403,957) | (337,932) | (782,778) | 88,822 |
Net Loss | $ (1,614,805) | $ (2,177,319) | $ (3,441,866) | $ (3,547,149) |
Basic and Diluted Loss Per Common Share | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 390,714,200 | 384,773,639 | 390,635,608 | 384,769,219 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Net Loss | $ (1,614,805) | $ (2,177,319) | $ (3,441,866) | $ (3,547,149) |
Other Comprehensive Income (Loss): | ||||
Foreign currency translation adjustments | 2,233 | (2,496) | (30,802) | (24,859) |
Total Comprehensive Loss | $ (1,612,572) | $ (2,179,815) | $ (3,472,668) | $ (3,572,008) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Preferred Stock Series B [Member] | ||||||
Beginning Balance | ||||||
Beginning Balance, shares | 100 | 100 | 100 | 100 | 100 | 100 |
Common stock issued upon exercise of warrants | ||||||
Common stock issued upon exercise of warrants, shares | ||||||
Common stock issued for services | ||||||
Common stock issued for services, shares | ||||||
Warrants issued for services | ||||||
Net loss | ||||||
Other comprehensive loss | ||||||
Ending Balance | ||||||
Ending Balance, shares | 100 | 100 | 100 | 100 | 100 | 100 |
Common Stock [Member] | ||||||
Beginning Balance | $ 390,689 | $ 389,889 | $ 384,715 | $ 384,615 | $ 389,889 | $ 384,615 |
Beginning Balance, shares | 390,689,475 | 389,889,475 | 384,714,528 | 384,614,528 | 389,889,475 | 384,614,528 |
Common stock issued upon exercise of warrants | $ 800 | $ 100 | ||||
Common stock issued upon exercise of warrants, shares | 800,000 | 100,000 | ||||
Common stock issued for services | $ 25 | $ 191 | ||||
Common stock issued for services, shares | 25,000 | 191,590 | ||||
Warrants issued for services | ||||||
Net loss | ||||||
Other comprehensive loss | ||||||
Ending Balance | $ 390,714 | $ 390,689 | $ 384,906 | $ 384,715 | $ 390,714 | $ 384,906 |
Ending Balance, shares | 390,714,475 | 390,689,475 | 384,906,118 | 384,714,528 | 390,714,475 | 384,906,118 |
Additional Paid-In Capital [Member] | ||||||
Beginning Balance | $ 209,420,675 | $ 209,378,835 | $ 209,097,417 | $ 209,092,187 | $ 209,378,835 | $ 209,092,187 |
Common stock issued upon exercise of warrants | 41,840 | 5,230 | ||||
Common stock issued for services | 1,125 | 8,771 | ||||
Warrants issued for services | 10,113 | |||||
Net loss | ||||||
Other comprehensive loss | ||||||
Ending Balance | 209,421,800 | 209,420,675 | 209,116,301 | 209,097,417 | 209,421,800 | 209,116,301 |
Accumulated Other Comprehensive Loss [Member] | ||||||
Beginning Balance | (33,035) | (24,008) | (22,363) | (24,008) | ||
Common stock issued upon exercise of warrants | ||||||
Common stock issued for services | ||||||
Warrants issued for services | ||||||
Net loss | ||||||
Other comprehensive loss | 2,233 | (9,027) | (2,496) | (22,363) | ||
Ending Balance | (30,802) | (33,035) | (24,859) | (22,363) | (30,802) | (24,859) |
Accumulated Deficit [Member] | ||||||
Beginning Balance | (235,643,889) | (233,816,828) | (228,264,121) | (226,894,291) | (233,816,828) | (226,894,291) |
Common stock issued upon exercise of warrants | ||||||
Common stock issued for services | ||||||
Warrants issued for services | ||||||
Net loss | (1,614,805) | (1,827,061) | (2,177,319) | (1,369,830) | ||
Other comprehensive loss | ||||||
Ending Balance | (237,258,694) | (235,643,889) | (230,441,440) | (228,264,121) | (237,258,694) | (230,441,440) |
Beginning Balance | (25,865,560) | (24,072,112) | (18,804,352) | (17,417,489) | (24,072,112) | (17,417,489) |
Common stock issued upon exercise of warrants | 42,640 | 5,330 | ||||
Common stock issued for services | 1,150 | 8,962 | ||||
Warrants issued for services | 10,113 | |||||
Net loss | (1,614,805) | (1,827,061) | (2,177,319) | (1,369,830) | (3,441,866) | (3,547,149) |
Other comprehensive loss | 2,233 | (9,027) | (2,496) | (22,363) | (30,802) | (24,859) |
Ending Balance | $ (27,476,982) | $ (25,865,560) | $ (20,965,092) | $ (18,804,352) | $ (27,476,982) | $ (20,965,092) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (3,441,866) | $ (3,547,149) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 1,150 | 19,075 |
Noncash lease expense | 36,801 | |
Depreciation | 7,046 | 42,622 |
Amortization of patents | 228,107 | 335,560 |
Changes in operating assets and liabilities | ||
Short term receivables | 47,653 | 49,863 |
Prepaid expenses | 207,590 | 127,794 |
Accounts payable - trade | 332,134 | (1,757,954) |
Other accrued expenses | 120,817 | 481,936 |
Operating lease liability | (38,958) | |
Accrued interest expense | 815,430 | 691,024 |
Net Cash Used In Operating Activities | (1,684,096) | (3,557,229) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of convertible notes payable | 2,375,000 | 4,825,000 |
Proceeds from issuance of convertible notes payable - related parties | 100,000 | 25,000 |
Proceeds from note payable | 62,500 | |
Proceeds from exercise of warrants | 42,640 | 5,330 |
Net Cash Provided By Financing Activities | 2,580,140 | 4,855,330 |
Effect of Exchange Rate Changes on Cash | (3,536) | (24,859) |
Net Increase In Cash and Cash Equivalents | 892,508 | 1,273,242 |
Cash and Cash Equivalents, Beginning of Period | 590,706 | 50,986 |
Cash and Cash Equivalents, End of Period | 1,483,214 | 1,324,228 |
Cash paid during the period for: | ||
Interest | ||
Income taxes | ||
Non-cash investing and financing activities: | ||
Offset of related party receivable and payable | $ 252,750 |
Business Organization, Nature o
Business Organization, Nature of Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization, Nature of Operations and Basis of Presentation | 1. Business Organization, Nature of Operations and Basis of Presentation Provectus Biopharmaceuticals, Inc., a Delaware corporation (together with its subsidiaries, “Provectus” or the “Company”), is a clinical-stage biotechnology company that is developing immunotherapy medicines based on an entire, wholly-owned family of small molecules called halogenated xanthenes. The Company’s proprietary lead molecule is current Good Manufacturing Practice (“cGMP”) rose bengal disodium (“RBD”). ● Oncology: ● Pediatric Oncology: ● Hematology: ● Virology: ● Dermatology: To date, the Company has not generated any revenues or profits from planned principal operations. The Company’s activities are subject to significant risks and uncertainties, including failing to successfully develop and license or commercialize the Company’s prescription drug candidates. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information pursuant to Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be reviewed in conjunction with the Company’s audited consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2019 filed with the SEC on March 5, 2020. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. SARS-CoV-2 was reportedly first identified in late-2019 and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the SARS-CoV-2 pandemic, many companies have experienced disruptions of their operations and the markets they serve. The Company has taken several temporary precautionary measures intended to help ensure the well-being of its employees and contractors and to minimize business disruption. The Company considered the impact of SARS-CoV-2 pandemic on its business and operational assumptions and estimates, and determined there were no material adverse impacts on the Company’s results of operations and financial position at June 30, 2020. The full extent of the SARS-CoV-2 pandemic impacts on the Company’s operations and financial condition is uncertain. A prolonged SARS-CoV-2 pandemic could have a material adverse impact on the Company’s business and financial results, including the timing and ability of the Company to initiate and/or complete current and/or future preclinical studies and/or clinical trials; disrupt the Company’s regulatory activities; and/or have other adverse effects on the Company’s clinical development. |
Liquidity and Going Concern
Liquidity and Going Concern | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | 2. Liquidity and Going Concern The Company’s cash and cash equivalents were $1,483,214 at June 30, 2020. The Company continues to incur significant operating losses. Management expects that significant on-going operating expenditures will be necessary to successfully implement the Company’s business plan and develop and market its products. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to develop IL PV-10, top. PH-10, and/or any other halogenated xanthene-based drug products, and to raise additional capital. During the six months ended June 30, 2020, the Company received a loan of $62,500 under the Paycheck Protection Program (“PPP”) (see Note 4) and received a grant of $3,000 from the Economic Injury Disaster Loan (“EIDL”) under the CARES Act. The grant was recognized as other income during the three and six months ended June 30, 2020. Subsequent to June 30, 2020, the Company received an aggregate $194,438 in connection with a warrant exercise. The Company also received an aggregate $450,000 in connection with the 2020 Financing. See Note 10 – Subsequent Events. The Company plans to access capital resources through possible public or private equity offerings, including the 2020 Financing (as defined in Note 4), exchange offers, debt financings, corporate collaborations or other means. In addition, the Company continues to explore opportunities to strategically monetize its lead drug candidates, IL PV-10 and top. PH-10, through potential co-development and licensing transactions, although there can be no assurance that the Company will be successful with such plans. The Company has historically been able to raise capital through equity offerings, although no assurance can be provided that it will continue to be successful in the future. If the Company is unable to raise sufficient capital through the 2020 Financing or otherwise, it will not be able to pay its obligations as they become due. The primary business objective of management is to build the Company into a commercial-stage biotechnology company; however, the Company cannot assure you that it will be successful in developing further, co-developing, licensing, and/or commercializing IL PV-10, top. PH-10, and/or any other halogenated xanthene-based drug products of the Company, or entering into any commercial financial transaction. Moreover, even if the Company is successful in improving its current cash flow position, the Company nonetheless plans to seek additional funds to meet its long-term requirements in 2020 and beyond. The Company anticipates that these funds will otherwise come from the proceeds of private placement transactions, including the 2020 Financing, the exercise of existing warrants and outstanding stock options, or public offerings of debt or equity securities. While the Company believes that it has a reasonable basis for its expectation that it will be able to raise additional funds, the Company cannot assure you that it will be able to complete additional financing in a timely manner. In addition, any such financing may result in significant dilution to stockholders. |
Critical Accounting Policies
Critical Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Critical Accounting Policies | 3. Critical Accounting Policies Since the date the Company’s December 31, 2019 consolidated financial statements were issued in its 2019 Annual Report, there have been no material changes to the Company’s significant accounting policies, except as disclosed below. Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-03, Codification Improvements to Financial Instruments. There are seven issues addressed in this update. Issues 1 – 5 were clarifications and codifications of previous updates. Issue 3 relates only to depository and lending institutions and therefore would not be applicable to the Company. Issue 6 was a clarification on determining the contractual term of a net investment in a lease for purposes of measuring expected credit losses, an issue not applicable to the Company. Issue 7 relates to the regaining control of financial assets sold and the recordation of an allowance for credit losses. The amendment related to issues 1, 2, 4 and 5 became effective immediately upon adoption of the update. Issue 3 becomes effective for fiscal years beginning after December 15, 2019. Issues 6 and 7 become effective on varying dates that relate to the dates of adoption of other updates. Management’s initial analysis is that it does not believe the new guidance will substantially impact the Company’s financial statements. The Company adopted certain provisions which have become effective during fiscal 2020 within ASU 2020-03 and its adoption did not have a material impact on the Company’s condensed consolidated financial statements and financial statement disclosures. The Company is currently evaluating the effect that adopting the remaining new accounting guidance will have on its condensed consolidated financial statements and related disclosures. The CARES Act On March 27, 2020, President Trump signed the CARES Act into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. Under ASC 740 of GAAP, the effects of new legislation are recognized upon enactment. Accordingly, the CARES Act is effective beginning in the quarter ended March 31, 2020. The adoption of the CARES Act provisions did not have a material impact on the Company’s condensed consolidated financial statements. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 4. Convertible Notes Payable 2020 Financing On December 31, 2019, the Board approved a Definitive Financing Term Sheet (the “2020 Term Sheet”), which sets forth the terms under which the Company will use its best efforts to arrange for financing of a maximum of $20,000,000 (the “2020 Financing”). The 2020 Financing will be in the form of secured convertible loans (“Loans”) from investors that will be evidenced by convertible promissory notes (the “2020 Notes”). Subject to the terms and conditions of the 2020 Term Sheet, the Company will use its best efforts to arrange for the 2020 Financing, which amounts will be obtained in several tranches. The proceeds from the 2020 Financing will be used to fund the Company’s clinical development program, as currently constituted and envisioned, and to fund the Company’s general and administrative expenses. Since the 2020 Financing was launched and through June 30, 2020, the Company had received aggregate Loans of $2,575,000. The Series D Preferred Stock As of June 30, 2020, and through the date of filing, the Series D Preferred Stock had not been designated by the Board. Per the terms of the notes issued in connection with the 2017 and 2020 Financings, if the Company has not designated the Series D Preferred Stock or if an insufficient number of Series D Preferred shares exist upon a conversion by a note holder, then the outstanding loans will continue to accrue interest at a rate of 8% per annum until which time the Company has designated a sufficient number of Series D Preferred shares. As a result, the Company did not analyze the notes for a potential beneficial conversion feature as the definition of a firm commitment has not been met since the notes were not convertible as of their respective dates of issuance or as of June 30, 2020. Convertible Notes Payable – Related Parties During the six months ended June 30, 2020, the Company entered into additional related party 2020 Notes in the aggregate principal amount of $100,000. As of June 30, 2020, the Company had borrowed $100,000 under these notes. Convertible Notes Payable – Non-Related Parties During the six months ended June 30, 2020, the Company entered into additional non-related party 2020 Notes in the aggregate principal amount of $2,375,000. As of June 30, 2020, the Company had borrowed $2,475,000 under these notes. Notes Payable On April 20, 2020, the Company received a $62,500 loan under the CARES Act PPP (the “PPP Loan”). The PPP provides for loans to qualifying businesses for amounts of up to 2.5 times certain of the borrower’s average monthly payroll expenses. The loan principal and accrued interest are forgivable, as long as the borrower uses loan proceeds for eligible uses during a specified period following disbursement, such as payroll, benefits, rent, and utilities, and maintains specified headcount and payroll thresholds. If any portion of a PPP Loan is not forgiven, the unforgiven portion is payable over two years at an interest rate of 1%, with a deferral of payments for the first seven months. The Company intends to use PPP Loan proceeds in a manner that it believes presently qualifies for full forgiveness. We cannot provide assurance that the PPP Loan will be forgiven in full As of June 30, 2020, the Company had not applied for forgiveness of the PPP Loan. Once an amount is forgiven under the PPP Loan, the Company intends to recognize a gain on forgiveness of note payable in the period in which it obtained forgiveness. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. Related Party Transactions During the three and six months ended June 30, 2020, the Company paid Mr. Bruce Horowitz (Capital Strategists) consulting fees of $11,200 and $63,600, respectively, for services rendered. Accrued director fees for Mr. Horowitz as of June 30, 2020 were $37,500. During the three and six months ended June 30, 2019, the Company paid Mr. Bruce Horowitz (Capital Strategists) consulting fees of $61,200 and $171,200, respectively, for services rendered. Accrued director fees for Mr. Horowitz as of June 30, 2019 were $37,500. Mr. Horowitz serves as both COO and a Director. See Note 4 and Note 6 for details of other related party transactions. |
Receivables
Receivables | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Receivables | 6. Receivables The following table summarizes the receivables at June 30, 2020 and December 31, 2019: June 30, 2020 Tax Credit Legal Fees Settlement Total Provectus Australia Tax Credit $ 3,777 $ - $ - $ 3,777 Gross receivable - 455,500 1,649,043 2,104,543 Reserve for uncollectibility - (455,500 ) (1,649,043 ) (2,104,543 ) Net receivable $ 3,777 $ - $ - $ 3,777 December 31, 2019 Tax Credit Legal Fees Settlement Total Provectus Australia Tax Credit $ 55,058 $ - $ - $ 55,058 Gross receivable - 455,500 1,649,043 2,104,543 Reserve for uncollectibility - (455,500 ) (1,649,043 ) (2,104,543 ) Net receivable $ 55,058 $ - $ - $ 55,058 |
Stockholders' Deficiency
Stockholders' Deficiency | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Deficiency | 7. Stockholders’ Deficiency Common Stock During the six months ended June 30, 2020, warrant holders exercised warrants to purchase an aggregate of 800,000 shares of common stock at an exercise price of $0.0533 per share. In connection with these exercises, the Company received aggregate cash proceeds of $42,640 and issued 800,000 shares of common stock to the holders. Subsequent to June 30, 2020, the Company received an aggregate $194,438 in connection with a warrant exercise. See Note 10 – Subsequent Events. During the six months ended June 30, 2020, the Company issued an aggregate of 25,000 shares of immediately vested restricted common stock to a consultant with an issuance date fair value of $1,150, which was recognized immediately. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | 8. Leases The Company currently leases 4,500 square feet of corporate office space in Knoxville, Tennessee through an operating lease agreement for a term of five years ending on June 30, 2022. Payments range from approximately $7,300 to $7,800 per month. Total operating lease expense for the three months ended June 30, 2020 was $22,332, of which, $14,888 was included within research and development and $7,444 was included within general and administrative expenses on the condensed consolidated statement of operations. Total operating lease expense for the three months ended June 30, 2019 was $22,329, of which, $14,886 was included within research and development and $7,443 was included within general and administrative expenses on the condensed consolidated statement of operations. Total operating lease expense for the six months ended June 30, 2020 was $43,634, of which, $29,090 was included within research and development and $14,544 was included within general and administrative expenses on the condensed consolidated statement of operations. Total operating lease expense for the six months ended June 30, 2019 was $57,134, of which, $38,089 was included within research and development and $19,045 was included within general and administrative expenses on the condensed consolidated statement of operations. As of June 30, 2020, the Company had no leases that were classified as a financing lease. As of June 30, 2020, the Company did not have additional operating and financing leases that have not yet commenced. A summary of the Company’s right-of-use assets and liabilities is as follows: Six Months Ended June 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 44,882 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - Weighted Average Remaining Lease Term Operating leases 2.0 Years Weighted Average Discount Rate Operating leases 8.0 % Future minimum payments under the Company’s non-cancellable lease obligations as of June 30, 2020 were as follows: Years Amount 2020 45,784 2021 92,471 2022 46,687 Total future minimum lease payments 184,943 Less: amount representing imputed interest (16,819 ) Total $ 168,123 |
Commitments, Contingencies and
Commitments, Contingencies and Litigation | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Litigation | 9. Commitments, Contingencies and Litigation Culpepper Travel Expenses and Related Collection Efforts On December 27, 2016, the then-Board of Directors (the “then-Board”) unanimously voted to terminate then-interim Chief Executive Officer, then-Chief Operating Officer, and former Chief Financial Officer, Peter Culpepper (“Culpepper”), effective immediately, from all positions he held with the Company and each of its subsidiaries, “for cause,” in accordance with the terms of the Amended and Restated Executive Employment Agreement entered into by Culpepper and the Company on April 28, 2014 (the “Culpepper Employment Agreement”), based on the results of the investigation conducted by the Audit Committee of the then-Board regarding improper expense reimbursements to Culpepper. The Company took the position that under the terms of the Culpepper Employment Agreement, Culpepper is owed no severance payments as a result of his termination “for cause” as that term is defined in the Culpepper Employment Agreement. Furthermore, Culpepper is no longer entitled to the 2:1 credit under the Stipulated Settlement Agreement and Mutual Release in the Kleba Derivative Lawsuit Settlement (the “Derivative Lawsuit Settlement”) such that the total $2,240,000 owed by Culpepper pursuant to the Derivative Lawsuit Settlement plus Culpepper’s proportionate share of the litigation cost in the amount of $227,750, less the amount that he repaid as of December 31, 2016, is immediately due and payable. The Company sent Culpepper a notice of default in January 2017 for the total amount he owes the Company and is in the process of pursuing these claims in accordance with the alternative dispute resolution provision of the Culpepper Employment Agreement. The Company has established a reserve of $2,104,543 as of June 30, 2020 and December 31, 2019, which amount represents the amount the Company currently believes Culpepper owes to the Company under the Derivative Lawsuit Settlement (excluding the amount of attorneys’ fees incurred in enforcing the terms of the Derivative Lawsuit Settlement), while the Company pursues collection of this amount. Culpepper disputed that he was terminated “for cause” under the Culpepper Employment Agreement. On June 28, 2017, pursuant to the alternative dispute resolution provisions of that agreement, the Company and Culpepper participated in a mediation of their dispute. Having reached no resolution during the mediation, the parties participated in arbitration under the commercial rules of the American Arbitration Association, arbitrating Culpepper’s claim against the Company for severance and the Company’s claims against Culpepper for improper expense reimbursements and amounts Culpepper owed the Company under the Derivative Lawsuit Settlement. On September 12, 2018, the arbitrator issued his final award in favor of the Company. On October 4, 2018, the Company filed a petition with the Chancery Court for Davidson County, Tennessee to confirm the arbitration award. On January 23, 2019, the Chancery Court entered an order confirming the arbitrator’s award. On February 20, 2019, Culpepper filed a motion to alter or amend the Chancery Court’s judgment. On March 22, 2019, the Chancery Court upheld the arbitration award in favor of the Company. On April 16, 2019, Culpepper filed a Notice of Appeal with the Tennessee Court of Appeals regarding the Chancery Court’s judgment. The Company and Culpepper submitted their respective court of appeal briefs on November 12, 2019 and December 3, 2019, respectively. Oral arguments were held on January 7, 2020. On April 14, 2020, the Court of Appeals affirmed the Chancery Court’s judgment and awarded court costs to the Company. On June 16, 2020, Culpepper filed an application to the Supreme Court of Tennessee for permission to appeal the Court of Appeals’ final decision. On June 30, 2020, the Company filed an answer to the Supreme Court in opposition to Culpepper’s application for permission to appeal. On August 5, 2020, the Supreme Court denied Culpepper’s application. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Convertible Notes Payable Subsequent to June 30, 2020, the Company entered into a 2020 Note with a non-related party in the aggregate principal amount of $450,000 in connection with a 2 nd Exercise of Warrants Subsequent to June 30, 2020, a warrant holder exercised warrants to purchase an aggregate of 3,648,000 shares of common stock at $0.0533 per share. In connection with this exercise, the Company received aggregate cash proceeds of $194,438. |
Critical Accounting Policies (P
Critical Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-03, Codification Improvements to Financial Instruments. There are seven issues addressed in this update. Issues 1 – 5 were clarifications and codifications of previous updates. Issue 3 relates only to depository and lending institutions and therefore would not be applicable to the Company. Issue 6 was a clarification on determining the contractual term of a net investment in a lease for purposes of measuring expected credit losses, an issue not applicable to the Company. Issue 7 relates to the regaining control of financial assets sold and the recordation of an allowance for credit losses. The amendment related to issues 1, 2, 4 and 5 became effective immediately upon adoption of the update. Issue 3 becomes effective for fiscal years beginning after December 15, 2019. Issues 6 and 7 become effective on varying dates that relate to the dates of adoption of other updates. Management’s initial analysis is that it does not believe the new guidance will substantially impact the Company’s financial statements. The Company adopted certain provisions which have become effective during fiscal 2020 within ASU 2020-03 and its adoption did not have a material impact on the Company’s condensed consolidated financial statements and financial statement disclosures. The Company is currently evaluating the effect that adopting the remaining new accounting guidance will have on its condensed consolidated financial statements and related disclosures. The CARES Act On March 27, 2020, President Trump signed the CARES Act into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. Under ASC 740 of GAAP, the effects of new legislation are recognized upon enactment. Accordingly, the CARES Act is effective beginning in the quarter ended March 31, 2020. The adoption of the CARES Act provisions did not have a material impact on the Company’s condensed consolidated financial statements. |
Receivables (Tables)
Receivables (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
Summary of Receivables | The following table summarizes the receivables at June 30, 2020 and December 31, 2019: June 30, 2020 Tax Credit Legal Fees Settlement Total Provectus Australia Tax Credit $ 3,777 $ - $ - $ 3,777 Gross receivable - 455,500 1,649,043 2,104,543 Reserve for uncollectibility - (455,500 ) (1,649,043 ) (2,104,543 ) Net receivable $ 3,777 $ - $ - $ 3,777 December 31, 2019 Tax Credit Legal Fees Settlement Total Provectus Australia Tax Credit $ 55,058 $ - $ - $ 55,058 Gross receivable - 455,500 1,649,043 2,104,543 Reserve for uncollectibility - (455,500 ) (1,649,043 ) (2,104,543 ) Net receivable $ 55,058 $ - $ - $ 55,058 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of Right-of-use Assets and Liabilities | A summary of the Company’s right-of-use assets and liabilities is as follows: Six Months Ended June 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 44,882 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - Weighted Average Remaining Lease Term Operating leases 2.0 Years Weighted Average Discount Rate Operating leases 8.0 % |
Schedule of Future Minimum Payments Under Non-cancellable Lease | Future minimum payments under the Company’s non-cancellable lease obligations as of June 30, 2020 were as follows: Years Amount 2020 45,784 2021 92,471 2022 46,687 Total future minimum lease payments 184,943 Less: amount representing imputed interest (16,819 ) Total $ 168,123 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) | Apr. 20, 2020 | Aug. 07, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Cash and cash equivalents | $ 1,483,214 | $ 590,706 | |||
Proceeds from warrant exercise | 42,640 | $ 5,330 | |||
Subsequent Event [Member] | |||||
Proceeds from warrant exercise | $ 194,438 | ||||
Subsequent Event [Member] | 2020 Financing [Member] | |||||
Loans received in connection with financing | $ 450,000 | ||||
Paycheck Protection Program [Member] | The CARES Act [Member] | |||||
Loans received in connection with financing | $ 62,500 | 62,500 | |||
Economic Injury Disaster Loan [Member] | |||||
Loans received in connection with financing | $ 3,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Apr. 20, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||
Borrowed outstanding convertible notes payable | $ 15,872,000 | $ 500,000 | |
Paycheck Protection Program [Member] | The CARES Act [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from loans | $ 62,500 | 62,500 | |
Interest rate | 1.00% | ||
Debt instrument description | The PPP provides for loans to qualifying businesses for amounts of up to 2.5 times certain of the borrower's average monthly payroll expenses. | ||
Debt instrument term | 2 years | ||
2020 Notes [Member] | Non-Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Debt principal amount | 2,375,000 | ||
Borrowed outstanding convertible notes payable | 2,475,000 | ||
2020 Notes [Member] | Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Debt principal amount | 100,000 | ||
Borrowed outstanding convertible notes payable | 100,000 | ||
2020 Financing [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from loans | $ 2,575,000 | ||
2020 Financing [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Financing arrangement amount | $ 20,000,000 | ||
2017 and 2020 Financings [Member] | |||
Related Party Transaction [Line Items] | |||
Interest rate | 8.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Mr Bruce Horowitz [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Consulting fees | $ 11,200 | $ 61,200 | $ 63,600 | $ 171,200 |
Accrued director fees | $ 37,500 | $ 37,500 | $ 37,500 | $ 37,500 |
Receivables - Summary of Receiv
Receivables - Summary of Receivables (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Tax credit | $ 3,777 | $ 55,058 |
Gross receivable | 2,104,543 | 2,104,543 |
Reserve for uncollectibility | (2,104,543) | (2,104,543) |
Net receivable | 3,777 | 55,058 |
Legal Fees [Member] | ||
Tax credit | ||
Gross receivable | 455,500 | 455,500 |
Reserve for uncollectibility | (455,500) | (455,500) |
Net receivable | ||
Settlement [Member] | ||
Tax credit | ||
Gross receivable | 1,649,043 | 1,649,043 |
Reserve for uncollectibility | (1,649,043) | (1,649,043) |
Net receivable | ||
Provectus Australia [Member] | ||
Tax credit | 3,777 | 55,058 |
Gross receivable | ||
Reserve for uncollectibility | ||
Net receivable | $ 3,777 | $ 55,058 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Aug. 07, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Class of Stock [Line Items] | |||
Proceeds from warrant exercise | $ 42,640 | $ 5,330 | |
Subsequent Event [Member] | |||
Class of Stock [Line Items] | |||
Warrant to purchase common stock | 3,648,000 | ||
Warrant exercise price | $ 0.0533 | ||
Proceeds from warrant exercise | $ 194,438 | ||
Warrant Holders [Member] | |||
Class of Stock [Line Items] | |||
Warrant to purchase common stock | 800,000 | ||
Warrant exercise price | $ 0.0533 | ||
Aggregate cash proceeds | $ 42,640 | ||
Common stock issued | 800,000 | ||
Consultant [Member] | |||
Class of Stock [Line Items] | |||
Number of restricted common stock issued | 25,000 | ||
Number of restricted common stock issued, value | $ 1,150 |
Leases (Details Narrative)
Leases (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020USD ($)ft² | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)ft² | Jun. 30, 2019USD ($) | |
Leases payments, per month | $ 44,882 | |||
Lease expense | $ 22,332 | $ 22,329 | 43,634 | $ 57,134 |
Research and Development Expense [Member] | ||||
Lease expense | 14,888 | 14,886 | 29,090 | 38,089 |
General and Administrative Expense [Member] | ||||
Lease expense | $ 7,444 | $ 7,443 | $ 14,544 | $ 19,045 |
Knoxville, Tennessee [Member] | ||||
Area of land | ft² | 4,500 | 4,500 | ||
Lease term | 5 years | 5 years | ||
Lease expiration date | Jun. 30, 2022 | |||
Knoxville, Tennessee [Member] | Minimum [Member] | ||||
Leases payments, per month | $ 7,300 | |||
Knoxville, Tennessee [Member] | Maximum [Member] | ||||
Leases payments, per month | $ 7,800 |
Leases - Schedule of Right-of-u
Leases - Schedule of Right-of-use Assets and Liabilities (Details) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases | $ 44,882 |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | |
Weighted Average Remaining Lease Term: Operating leases | 2 years |
Weighted Average Discount Rate: Operating leases | 8.00% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments Under Non-cancellable Lease (Details) | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
2020 | $ 45,784 |
2021 | 92,471 |
2022 | 46,687 |
Total future minimum lease payments | 184,943 |
Less: amount representing imputed interest | (16,819) |
Total | $ 168,123 |
Commitments, Contingencies an_2
Commitments, Contingencies and Litigation (Details Narrative) - Culpepper Employment Agreement [Member] - Peter Culpepper [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Damages sought to be receivable | $ 2,240,000 | |
Litigation cost | 227,750 | |
Litigation reserve | $ 2,104,543 | $ 2,104,543 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Aug. 07, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Proceeds from warrant exercise | $ 42,640 | $ 5,330 | |
Subsequent Event [Member] | |||
Warrant to purchase common stock | 3,648,000 | ||
Warrant exercise price | $ 0.0533 | ||
Proceeds from warrant exercise | $ 194,438 | ||
Subsequent Event [Member] | 2020 Financing [Member] | |||
Proceeds from loans | $ 450,000 |