Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36457 | |
Entity Registrant Name | PROVECTUS BIOPHARMACEUTICALS, INC. | |
Entity Central Index Key | 0000315545 | |
Entity Tax Identification Number | 90-0031917 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 10025 Investment Drive | |
Entity Address, Address Line Two | Suite 250 | |
Entity Address, City or Town | Knoxville | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37932 | |
City Area Code | 866 | |
Local Phone Number | 594-5999 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 404,007,037 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 47,407 | $ 97,231 |
Short-term receivables - legal fees, settlement and other, net | 5,408 | 3,930 |
Prepaid expenses | 294,406 | 322,518 |
Total Current Assets | 347,221 | 423,679 |
Equipment and furnishings, less accumulated depreciation of $84,745 and $78,313, respectively | 38,269 | 44,701 |
Operating lease right-of-use asset | 80,809 | 120,821 |
Total Assets | 466,299 | 589,201 |
Current Liabilities: | ||
Accounts payable - trade | 1,209,108 | 956,860 |
Other accrued expenses | 1,653,506 | 1,500,782 |
Current portion of accrued interest | 2,774,968 | |
Current portion of accrued interest - related parties | 1,766,493 | |
Current portion of note payable | 127,393 | 236,228 |
Current portion of convertible notes payable | 16,622,000 | |
Current portion of convertible notes payable - related parties | 6,770,000 | |
Current portion of operating lease liability | 86,974 | 84,383 |
Total Current Liabilities | 3,076,981 | 30,711,714 |
Note payable, non-current portion | 39,061 | |
Operating lease liability, non-current portion | 44,783 | |
Total Liabilities | 3,076,981 | 30,795,558 |
Commitments and contingencies (Note 10) | ||
Stockholders’ Deficiency: | ||
Preferred stock, value | ||
Common stock; par value $0.001 per share; 1,000,000,000 shares authorized; 403,782,037 and 398,807,037 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 403,783 | 398,808 |
Additional paid-in capital | 240,742,061 | 209,923,347 |
Accumulated other comprehensive loss | (34,381) | (34,097) |
Accumulated deficit | (243,743,959) | (240,494,415) |
Total Stockholders’ Deficiency | (2,610,682) | (30,206,357) |
Total Liabilities and Stockholders’ Deficiency | 466,299 | 589,201 |
Series D Convertible Preferred Stock [Member] | ||
Stockholders’ Deficiency: | ||
Preferred stock, value | 12,373 | |
Series D-1 Convertible Preferred Stock [Member] | ||
Stockholders’ Deficiency: | ||
Preferred stock, value | $ 9,441 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accumulated depreciation | $ 84,745 | $ 78,313 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 25,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 403,782,037 | 398,807,037 |
Common stock, shares outstanding | 403,782,037 | 398,807,037 |
Series B Convertible Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 240,000 | |
Preferred Stock, Shares Outstanding | 100 | |
Preferred Stock, Liquidation Preference Per Share | $ 3,500 | |
Series D Convertible Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 12,374,000 | 12,374,000 |
Preferred Stock, Shares Outstanding | 12,373,247 | 0 |
Preferred Stock, Liquidation Preference Per Share | $ 14,164,889 | $ 0 |
Preferred Stock, Shares Issued | 12,373,247 | 0 |
Series D-1 Convertible Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 9,441,000 | |
Preferred Stock, Shares Outstanding | 9,440,594 | 0 |
Preferred Stock, Liquidation Preference Per Share | $ 108,075,431 | $ 0 |
Preferred Stock, Shares Issued | 9,440,594 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Expenses: | ||||
Research and development | $ 602,979 | $ 696,454 | $ 1,258,123 | $ 1,605,900 |
General and administrative | 619,038 | 514,394 | 1,144,570 | 1,053,188 |
Total Operating Expenses | 1,222,017 | 1,210,848 | 2,402,693 | 2,659,088 |
Total Operating Loss | (1,222,017) | (1,210,848) | (2,402,693) | (2,659,088) |
Other Income/(Expense): | ||||
EIDL grant | 3,000 | 3,000 | ||
Research and development tax credit | 32,144 | 113 | 32,144 | 26,364 |
Investment and interest income | 3,334 | 1 | 3,413 | |
Gain from extinguishment | 63,094 | 63,094 | ||
Interest expense | (452,812) | (410,404) | (942,087) | (815,555) |
Total Other Expense, Net | (357,574) | (403,957) | (846,848) | (782,778) |
Net Loss | $ (1,579,591) | $ (1,614,805) | $ (3,249,541) | $ (3,441,866) |
Basic and Diluted Loss Per Common Share | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 403,628,466 | 390,714,200 | 402,910,628 | 390,635,608 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net Loss | $ (1,579,591) | $ (1,614,805) | $ (3,249,541) | $ (3,441,866) |
Other Comprehensive Income (Loss): | ||||
Foreign currency translation adjustments | (1,121) | 2,233 | (34,381) | (30,802) |
Total Comprehensive Loss | $ (1,580,712) | $ (1,612,572) | $ (3,283,922) | $ (3,472,668) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Series B Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D-1 Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning Balance at Dec. 31, 2019 | $ 389,889 | $ 209,378,835 | $ (24,008) | $ (233,816,828) | $ (24,072,112) | |||
Beginning Balance, shares at Dec. 31, 2019 | 100 | 389,889,475 | ||||||
Common stock issued upon exercise of warrants | $ 800 | 41,840 | 42,640 | |||||
Common stock issued upon exercise of warrants, shares | 800,000 | |||||||
Comprehensive loss: | ||||||||
Net loss | (1,827,061) | (1,827,061) | ||||||
Other comprehensive income (loss) | (9,027) | (9,027) | ||||||
Ending Balance at Mar. 31, 2020 | $ 390,689 | 209,420,675 | (33,035) | (235,643,889) | (25,865,560) | |||
Ending Balance, shares at Mar. 31, 2020 | 100 | 390,689,475 | ||||||
Beginning Balance at Dec. 31, 2019 | $ 389,889 | 209,378,835 | (24,008) | (233,816,828) | (24,072,112) | |||
Beginning Balance, shares at Dec. 31, 2019 | 100 | 389,889,475 | ||||||
Comprehensive loss: | ||||||||
Net loss | (3,441,866) | |||||||
Other comprehensive income (loss) | (30,802) | |||||||
Ending Balance at Jun. 30, 2020 | $ 390,714 | 209,421,800 | (30,802) | (237,258,694) | (27,476,982) | |||
Ending Balance, shares at Jun. 30, 2020 | 100 | 390,714,475 | ||||||
Beginning Balance at Mar. 31, 2020 | $ 390,689 | 209,420,675 | (33,035) | (235,643,889) | (25,865,560) | |||
Beginning Balance, shares at Mar. 31, 2020 | 100 | 390,689,475 | ||||||
Common stock issued for services | $ 25 | 1,125 | 1,150 | |||||
Common stock issued for services, shares | 25,000 | |||||||
Comprehensive loss: | ||||||||
Net loss | (1,614,805) | (1,614,805) | ||||||
Other comprehensive income (loss) | 2,233 | 2,233 | ||||||
Ending Balance at Jun. 30, 2020 | $ 390,714 | 209,421,800 | (30,802) | (237,258,694) | (27,476,982) | |||
Ending Balance, shares at Jun. 30, 2020 | 100 | 390,714,475 | ||||||
Beginning Balance at Dec. 31, 2020 | $ 398,808 | 209,923,347 | (34,097) | (240,494,415) | (30,206,357) | |||
Beginning Balance, shares at Dec. 31, 2020 | 100 | 398,807,037 | ||||||
Common stock issued upon exercise of warrants | $ 4,500 | 235,350 | 239,850 | |||||
Common stock issued upon exercise of warrants, shares | 4,500,000 | |||||||
Stock-based compensation: | ||||||||
Common stock | $ 250 | 19,500 | 19,750 | |||||
Common stock, shares | 250,000 | |||||||
Comprehensive loss: | ||||||||
Net loss | (1,669,950) | (1,669,950) | ||||||
Other comprehensive income (loss) | 837 | 837 | ||||||
Ending Balance at Mar. 31, 2021 | $ 403,558 | 210,178,197 | (33,260) | (242,164,365) | (31,615,870) | |||
Ending Balance, shares at Mar. 31, 2021 | 100 | 403,557,037 | ||||||
Beginning Balance at Dec. 31, 2020 | $ 398,808 | 209,923,347 | (34,097) | (240,494,415) | (30,206,357) | |||
Beginning Balance, shares at Dec. 31, 2020 | 100 | 398,807,037 | ||||||
Comprehensive loss: | ||||||||
Net loss | (3,249,541) | |||||||
Other comprehensive income (loss) | (34,381) | |||||||
Ending Balance at Jun. 30, 2021 | $ 12,373 | $ 9,441 | $ 403,783 | 240,742,061 | (34,381) | (243,743,959) | (2,610,682) | |
Ending Balance, shares at Jun. 30, 2021 | 100 | 12,373,247 | 9,440,594 | 403,782,037 | ||||
Beginning Balance at Mar. 31, 2021 | $ 403,558 | 210,178,197 | (33,260) | (242,164,365) | (31,615,870) | |||
Beginning Balance, shares at Mar. 31, 2021 | 100 | 403,557,037 | ||||||
Common stock issued upon exercise of warrants | $ 200 | 10,460 | 10,660 | |||||
Common stock issued upon exercise of warrants, shares | 200,000 | |||||||
Common stock issued for services | $ 25 | 1,650 | 1,675 | |||||
Common stock issued for services, shares | 25,000 | |||||||
Comprehensive loss: | ||||||||
Net loss | (1,579,591) | (1,579,591) | ||||||
Other comprehensive income (loss) | (1,121) | (1,121) | ||||||
Warrants | 488 | 488 | ||||||
Conversion of PRH Notes to Series D Preferred Stock | $ 12,373 | 3,528,849 | 3,541,222 | |||||
Conversion of PRH notes to series D preferred stock, Shares | 12,373,247 | |||||||
Conversion of PRH Notes to Series D-1 Preferred Stock | $ 9,441 | 27,022,417 | 27,031,858 | |||||
Conversion of PRH notes to series D1 preferred stock, Shares | 9,440,594 | |||||||
Ending Balance at Jun. 30, 2021 | $ 12,373 | $ 9,441 | $ 403,783 | $ 240,742,061 | $ (34,381) | $ (243,743,959) | $ (2,610,682) | |
Ending Balance, shares at Jun. 30, 2021 | 100 | 12,373,247 | 9,440,594 | 403,782,037 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (3,249,541) | $ (3,441,866) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 21,913 | 1,150 |
Noncash lease expense | 40,012 | 36,801 |
Depreciation | 6,432 | 7,046 |
Amortization of patents | 228,107 | |
Forgiveness of PPP Loan | (62,500) | |
Changes in operating assets and liabilities | ||
Short term receivables | (1,632) | 47,653 |
Prepaid expenses | 123,230 | 207,590 |
Accounts payable - trade | 252,254 | 332,134 |
Loan payable | (85,398) | |
Other accrued expenses | 152,786 | 120,817 |
Operating lease liability | (42,191) | (38,958) |
Accrued interest expense | 939,618 | 815,430 |
Net Cash Used In Operating Activities | (1,905,017) | (1,684,096) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of convertible notes payable | 1,700,000 | 2,375,000 |
Proceeds from issuance of convertible notes payable - related parties | 100,000 | |
Repayment of short-term note payable | (95,387) | |
Proceeds from note payable | 62,500 | |
Proceeds from exercise of warrants | 250,510 | 42,640 |
Net Cash Provided By Financing Activities | 1,855,123 | 2,580,140 |
Effect of Exchange Rate Changes on Cash | 70 | (3,536) |
Net (Decrease)/Increase In Cash and Cash Equivalents | (49,824) | 892,508 |
Cash and Cash Equivalents, Beginning of Period | 97,231 | 590,706 |
Cash and Cash Equivalents, End of Period | 47,407 | 1,483,214 |
Cash paid during the period for: | ||
Interest | ||
Income taxes | ||
Non-cash investing and financing activities: | ||
Conversion of 2017 Notes and 2020 Notes to Convertible Preferred Stock Series D and D-1 | 30,560,080 | |
Purchase of insurance policies financed by short-term note payable | $ (309,710) |
Business Organization, Nature o
Business Organization, Nature of Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
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 developing immunotherapy medicines for different diseases, with the aim of maximizing the curative impact of these medicines and achieving immunity from treated disease. These investigational drugs are based on an entire, wholly owned, family of small molecules called halogenated xanthenes (“HXs”). Our lead HX molecule is named rose bengal disodium (“RBD”). ● Oncology: ® Oral formulations of cGMP RBD are also undergoing preclinical study as prophylactic and therapeutic treatments for high-risk and refractory adult solid tumor cancers, such as head and neck, breast, colorectal, and testicular cancers. ● Pediatric Oncology: ● Hematology: ● Virology: ● Microbiology: ● Ophthalmology: ● Dermatology: ® ● Animal Health: 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, 2020 filed with the SEC on March 2, 2021. 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 three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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, 2021. The full extent of the SARS-CoV-2 pandemic impacts on the Company’s operations and financial condition is uncertain. The Company has experienced slower than normal enrollment and treatment of patients, and 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 raise capital, 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. Basic and Diluted Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Securities Excluded from Calculation of Weighted Average Dilutive Common Shares June 30, June 30, 2021 2020 Warrants 82,589,164 95,767,428 Options 4,800,000 2,800,000 Convertible preferred stock 21,813,941 65,663 Total potentially dilutive shares 109,203,105 98,633,091 |
Liquidity and Going Concern
Liquidity and Going Concern | 6 Months Ended |
Jun. 30, 2021 | |
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 $ 47,407 at June 30, 2021. 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 unaudited condensed consolidated 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 PV-10, PH-10, and/or any other halogenated xanthene-based drug products, and to raise additional capital. The Company plans to access capital resources through possible public or private equity offerings, exchange offers, debt financings, corporate collaborations, or other means. In addition, the Company continues to explore opportunities to strategically monetize its lead drug candidates, PV-10 and 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, it will not be able to pay its obligations as they become due. During the six months ended June 30, 2021, warrant holders exercised warrants to purchase an aggregate of 4,700,000 shares of common stock at a price of $ 0.0533 per share. In connection with these exercises, the Company received aggregate cash proceeds of $ 250,510 . On June 20, 2021, the outstanding non-amended 2017 Notes converted into 12,373,247 .2862 9,440,594 2.862 30,560,080 The primary business objective of management is to build the Company into a commercial-stage biotechnology company; however, the Company cannot assure that it will be successful in co-developing, licensing, and/or commercializing PV-10, PH-10, and/or any other halogenated xanthene-based drug candidate developed by the Company, or entering into any 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 2021 and beyond. The Company anticipates that these funds will otherwise come from the proceeds of private placement transactions, 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 provide assurance 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, 2021 | |
Accounting Policies [Abstract] | |
Critical Accounting Policies | 3. Critical Accounting Policies Since the date the Company’s December 31, 2020 consolidated financial statements were issued in its 2020 Annual Report, there have been no material changes to the Company’s significant accounting policies, except as disclosed below. Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Simplifying the Accounting for Income Taxes. Income Taxes Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with ASC Topic 815: Derivatives and Hedging If the instrument is determined to not be a derivative liability, the Company then evaluates for the existence of a beneficial conversion feature by comparing the commitment date fair value to the effective conversion price of the instrument. Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ deficiency. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 4. Convertible Notes Payable 2017 Financing On March 23, 2017, the Company entered into a 2017 Term Sheet with the PRH Group that set forth the terms on which the PRH Group would use their best efforts to arrange for a financing of a minimum of $ 10,000,000 and maximum of $ 20,000,000 (the “2017 Financing”). The 2017 Financing was in the form of a secured convertible loan from the PRH Group and other investors in the 2017 Financing, which were evidenced by secured convertible promissory notes (individually a “2017 Note” and collectively, the “2017 Notes”) from the Company to the PRH Group and other investors. As of June 30, 2021 and December 31, 2020, the Company had received aggregate proceeds of $ 20,067,000 from the issuance of the 2017 Notes, respectively, of which $ 6,770,000 was received from related parties. 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 was in the form of secured convertible loans from investors that were evidenced by secured convertible promissory notes (the “2020 Notes”). The 2020 Term Sheet was similar to the 2017 Term Sheet. Subject to the terms and conditions of the 2020 Term Sheet, the Company used its best efforts to arrange for the 2020 Financing, which amounts were obtained in several tranches. As of June 30, 2021 and December 31, 2020, the Company had received proceeds of $ 5,025,000 and $ 3,325,000 in connection with the 2020 Financing, of which $ 100,000 was received from related parties. Firm Commitment Previously, the Company had not designated the Series D Preferred Stock into which the 2017 Notes and the 2020 Notes (collectively the “Notes”) were convertible into. As a result, the Company did not analyze the Notes for a potential beneficial conversion feature as the definition of a firm commitment had not been met since the Notes were not yet convertible. On June 17, 2021, the required Certificates of Designation were filed with the Delaware Secretary of State. Accordingly, a firm commitment was achieved. The Company analyzed the Notes for a beneficial conversion feature and determined that there was none because the Notes have an effective conversion price of $ 0.2862 2.862 0.07 The Series D and D-1 Convertible Preferred Stock The 2017 Notes originally provided that they were convertible into a new class of the Company’s preferred stock, $ 0.001 par value per share (“Preferred Stock”), at a price per share equal to $ 0.2862 (the “Original Conversion Price”), which would be convertible into one share (the “Original Conversion Ratio”) of the Company’s common stock, $0.001 par value per share (“Common Stock”). In order to ensure that the Company had sufficient authorized shares of Preferred Stock into which the 2017 Notes would convert, yet keep the economic terms of the 2017 Notes substantially equivalent, the Company entered into amendments (the “Amendments”) to the 2017 Notes (as amended, the “Amended 2017 Notes”) with a large majority of the holders of 2017 Notes to increase the conversion price by 10 times from $ 0.2862 2.862 (the “New Conversion Price”) and to change the conversion ratio by providing that one share of Preferred Stock would be convertible into 10 shares of Common Stock (the “New Conversion Ratio”). The impact of the Amendments was to reduce by 10 times the number of shares of Preferred Stock into which the 2017 Notes would convert, while keeping the economic terms the same by increasing the conversion ratio into Common Stock by 10 times. The 2020 Notes had substantially similar terms to the Amended 2017 Notes, including being convertible into Preferred Stock at the New Conversion Price, with the Preferred Stock being convertible into Common Stock at the New Conversion Ratio. In order to (i) address the fact that a small minority of the holders of 2017 Notes did not execute the Amendments and (ii) ensure economic fairness for all of the holders of the 2017 Notes and 2020 Notes, the Company designated two separate classes of Preferred Stock into which the 2017 Notes and 2020 Notes would convert: (i) the Company’s Series D Convertible Preferred Stock, par value $ 0.001 per share (the “Series D Convertible Preferred Stock”), was designated for the holders of 2017 Notes who did not execute the Amendments and (ii) the Company’s Series D-1 Convertible Preferred Stock, par value $ 0.001 per share (the “Series D-1 Convertible Preferred Stock”), was designated for the holders of Amended 2017 Notes (i.e., who did execute the Amendments) and the holders of the 2020 Notes. On June 20, 2021, the outstanding non-amended 2017 Notes converted into 12,373,247 shares of Series D Convertible Preferred Stock at the Original Conversion Price of $ 0.2862 9,440,594 shares of Series D-1 Convertible Preferred Stock at the New Conversion Price of $ 2.862 . As a result of the conversion of the 2017 Notes and 2020 Notes into convertible preferred stock, all the security interests of these notes in the Company’s intellectual property were released. The rights, preferences and privileges of the Series D Convertible Preferred Stock are set forth in a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Series D Certificate of Designation”). The rights, preferences and privileges of the Series D-1 Convertible Preferred Stock are set forth in a Certificate of Designation of Preferences, Rights and Limitations of Series D-1 Convertible Preferred Stock (the “Series D-1 Certificate of Designation”). The Board of Directors of the Company approved each of the Series D Certificate of Designation and Series D-1 Certificate of Designation on June 16, 2021, and each of the Series D Certificate of Designation and Series D-1 Certificate of Designation were filed with the Delaware Secretary of State on June 17, 2021. The Series D Certificate of Designation and Series D-1 Certificate of Designation are the same, other than certain key differences to account solely for the different conversion ratios for the holders of 2017 Notes who did not execute Amendments compared to the holders of Amended 2017 Notes and the holders of 2020 Notes. Number of Shares The Series D Certificate of Designation established and designated 12,374,000 9,441,000 Rank The Series D Convertible Preferred Stock and the Series D-1 Convertible Preferred Stock rank pari passu pari passu Dividends The Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock do not have any dividend preference but are entitled to receive, on a pari passu Liquidation Preference Upon the occurrence of the liquidation, winding-up or dissolution of the Company or certain mergers, corporate reorganizations or sales of the Company’s assets (each, a “Company Event”), holders of Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock will be entitled to receive a liquidation preference before any distributions are made to holders of any other class or series of the Company’s capital stock junior to the Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock. If a Company Event occurs within two years of June 20, 2021 (the “Date of Issuance”), the holders of Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock will receive for each share of Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock, respectively, an amount in cash equal to the Original Issue Price (as defined in the Series D Certificate of Designation and Series D-1 Certificate of Designation, respectively) multiplied by four. If a Company Event occurs from and after the second anniversary of the Date of Issuance, the holders of Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock will receive for each share of Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock, respectively, an amount in cash equal to the Original Issue Price multiplied by six. The Original Issue Price for the Series D Convertible Preferred Stock is $ 0.2862 2.862 Voting Rights Holders of shares of Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock will vote together with the holders of Common Stock as a single class. Each share of Series D Convertible Preferred Stock carries the right to one vote per share. Each share of Series D-1 Convertible Preferred Stock carries the right to 10 votes per share. The Company is not permitted to amend, alter or repeal its Certificate of Incorporation or Bylaws in a manner adverse to the relative rights, preferences, qualifications, limitations or restrictions of the Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock without the affirmative vote of a majority of the votes entitled to be cast by holders of outstanding shares of Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock, voting together as a single class with each share of Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock having a number of votes equal to the number of shares of Common Stock then issuable upon conversion of such share of Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock. Conversion The Series D Convertible Preferred Stock is convertible at the option of the holders thereof into shares of Common Stock based on a one-for-one conversion ratio. The Series D-1 Convertible Preferred Stock is convertible at the option of the holders thereof into shares of Common Stock based on a one-for-10 conversion ratio. The conversion ratio of the Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock is subject to adjustment for stock splits and combinations, recapitalizations, reclassifications, reorganizations, mergers and consolidations. The Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock will automatically convert into shares of Common Stock upon the fifth anniversary of the Date of Issuance. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Notes Payable [Abstract] | |
Notes Payable | 5. 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. On May 20, 2021, the Company applied for forgiveness of the PPP Loan. On June 2, 2021, the Company was awarded full forgiveness of the PPP Loan. The Company recognized a gain on forgiveness of note payable in the period in which it obtained forgiveness, and is included in gain from extinguishment on the accompanying condensed consolidated statements of operations. The Company obtained short-term financing from AFCO Insurance Premium Finance for our commercial insurance policies. As of June 30, 2021 and December 31, 2020, the balance of the note payable was $ 127,393 and $ 212,790 , respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions During the three months ended June 30, 2021 and June 30, 2020, the Company paid Mr. Bruce Horowitz (Capital Strategists) consulting fees of $ 42,400 and $ 11,200 respectively, for services rendered. During the six months ended June 30, 2021 and June 30, 2020, the Company paid Mr. Bruce Horowitz (Capital Strategists) consulting fees of $ 127,200 and $ 63,600 , respectively, for services rendered. Accrued director fees for Mr. Horowitz as of June 30, 2021 and December 31, 2020 were $ 37,500 and $ 75,000 , respectively. Mr. Horowitz serves as both COO and a Director. See Note 4 for details of other related party transactions. Director fees during the three months ended June 30, 2021 and June 30, 2020 were $ 96,250 and $ 96,250 , respectively. Director fees during the six months ended June 30, 2021 and June 30, 2020 were $ 192,500 and $ 192,500 , respectively. Accrued directors’ fees as of June 30, 2021 and December 31, 2020 were $ 1,368,089 and $ 1,175,589 , respectively, and are included in other accrued expenses on the accompanying condensed consolidated balance sheet. |
Short-term Receivables
Short-term Receivables | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Short-term Receivables | 7. Short-term Receivables The following table summarizes the receivables at June 30, 2021 and December 31, 2020: Summary of Short-term Receivables June 30, 2021 Tax Credit Legal Fees Settlement Total Provectus Australia Tax Credit $ 5,408 $ - $ - $ 5,408 Gross receivable - 455,500 1,649,043 2,104,543 Reserve for uncollectibility - (455,500 ) (1,649,043 ) (2,104,543 ) Net receivable $ 5,408 $ - $ - $ 5,408 December 31, 2020 Tax Credit Legal Fees Settlement Total Provectus Australia Tax Credit $ 3,930 $ - $ - $ 3,930 Gross receivable - 455,500 1,649,043 2,104,543 Reserve for uncollectibility - (455,500 ) (1,649,043 ) (2,104,543 ) Net receivable $ 3,930 $ - $ - $ 3,930 |
Stockholders_ Deficiency
Stockholders’ Deficiency | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Deficiency | 8. Stockholders’ Deficiency Common Stock During the six months ended June 30, 2021, the Company issued an aggregate of 250,000 shares of immediately vested restricted common stock with a grant date value of $ 19,750 for services. During the six months ended June 30, 2021, the Company issued an aggregate of 25,000 shares of immediately vested restricted common stock to an advisory board member with a grant date value of $ 1,675 for services. See also Note 11 – Subsequent Events. Preferred Stock On June 20, 2021, the Company issued 12,373,247 and 9,440,594 shares of Series D and D-1 Convertible Preferred Stock, respectively. See Note 4 convertible notes payable. Warrants During the six months ended June 30, 2021, warrant holders exercised warrants to purchase an aggregate of 4,700,000 shares of common stock at a price of $ 0.0533 per share. In connection with these exercises, the Company received aggregate cash proceeds of $ 250,510 . See Note 11 – Subsequent Events. During the six months ended June 30, 2021, the Company issued three-year immediately vested warrants to purchase an aggregate of 25,000 shares of common stock with an exercise price of $ 0.2862 per share to an advisory board member. The warrants had an issuance date fair value of an aggregate of $ 488 , which was recognized immediately and is included in general and administrative expenses on the condensed consolidated statements of operations. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Leases | 9. 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 June 30, 2022 . Payments are approximately $ 7,900 per month. Total operating lease expense for the three months ended June 30, 2021 was $ 23,044 , of which, $ 15,363 was included within research and development and $ 7,681 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, 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 six months ended June 30, 2021 was $ 47,806 , of which, $ 31,871 was included within research and development and $ 15,935 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. As of June 30, 2021, the Company had no leases that were classified as a financing lease. As of June 30, 2021, 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: Schedule of Right-of-Use Assets and Liabilities For The Six Months Ended June 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 45,784 $ 44,882 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ - Weighted Average Remaining Lease Term Operating leases 1.00 Year 2.00 Years Weighted Average Discount Rate Operating leases 8.0 % 8.0 % Future minimum payments under the Company’s non-cancellable lease obligations as of June 30, 2021 were as follows: Schedule of Future Minimum Payment for Lease Years Amount 2021 46,687 2022 $ 46,687 Total future minimum lease payments 93,374 Less: amount representing imputed interest (6,400 ) Total $ 86,974 |
Commitments, Contingencies and
Commitments, Contingencies and Litigation | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Litigation | 10. Commitments, Contingencies and Litigation The Company may, from time to time, be involved in litigation arising in the ordinary course of business or which may be expected to be covered by insurance. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events The Company has evaluated events that have occurred after the balance sheet and through the date the financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below. Series D-1 Convertible Preferred Stock Subsequent to June 30, 2021, the Company received total investments of $ 150,000 from non-related party investors in exchange for an aggregate of 52,411 shares of restricted Series D-1 Convertible Preferred Stock that have not yet been issued. Common Stock Subsequent to June 30, 2021, the Company issued an aggregate of 25,000 shares of immediately vested restricted common stock to a consultant for services. Warrants Subsequent to June 30, 2021, warrant holders exercised warrants to purchase an aggregate of 200,000 shares of common stock at a price of $ 0.0533 per share. |
Critical Accounting Policies (P
Critical Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Simplifying the Accounting for Income Taxes. Income Taxes |
Convertible Instruments | Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with ASC Topic 815: Derivatives and Hedging If the instrument is determined to not be a derivative liability, the Company then evaluates for the existence of a beneficial conversion feature by comparing the commitment date fair value to the effective conversion price of the instrument. |
Preferred Stock | Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ deficiency. |
Business Organization, Nature_2
Business Organization, Nature of Operations and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Securities Excluded from Calculation of Weighted Average Dilutive Common Shares | Schedule of Securities Excluded from Calculation of Weighted Average Dilutive Common Shares June 30, June 30, 2021 2020 Warrants 82,589,164 95,767,428 Options 4,800,000 2,800,000 Convertible preferred stock 21,813,941 65,663 Total potentially dilutive shares 109,203,105 98,633,091 |
Short-term Receivables (Tables)
Short-term Receivables (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Summary of Short-term Receivables | The following table summarizes the receivables at June 30, 2021 and December 31, 2020: Summary of Short-term Receivables June 30, 2021 Tax Credit Legal Fees Settlement Total Provectus Australia Tax Credit $ 5,408 $ - $ - $ 5,408 Gross receivable - 455,500 1,649,043 2,104,543 Reserve for uncollectibility - (455,500 ) (1,649,043 ) (2,104,543 ) Net receivable $ 5,408 $ - $ - $ 5,408 December 31, 2020 Tax Credit Legal Fees Settlement Total Provectus Australia Tax Credit $ 3,930 $ - $ - $ 3,930 Gross receivable - 455,500 1,649,043 2,104,543 Reserve for uncollectibility - (455,500 ) (1,649,043 ) (2,104,543 ) Net receivable $ 3,930 $ - $ - $ 3,930 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Schedule of Right-of-Use Assets and Liabilities | A summary of the Company’s right-of-use assets and liabilities is as follows: Schedule of Right-of-Use Assets and Liabilities For The Six Months Ended June 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 45,784 $ 44,882 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - $ - Weighted Average Remaining Lease Term Operating leases 1.00 Year 2.00 Years Weighted Average Discount Rate Operating leases 8.0 % 8.0 % |
Schedule of Future Minimum Payment for Lease | Future minimum payments under the Company’s non-cancellable lease obligations as of June 30, 2021 were as follows: Schedule of Future Minimum Payment for Lease Years Amount 2021 46,687 2022 $ 46,687 Total future minimum lease payments 93,374 Less: amount representing imputed interest (6,400 ) Total $ 86,974 |
Schedule of Securities Excluded
Schedule of Securities Excluded from Calculation of Weighted Average Dilutive Common Shares (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 109,203,105 | 98,633,091 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 82,589,164 | 95,767,428 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 4,800,000 | 2,800,000 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 21,813,941 | 65,663 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) | Jun. 20, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Stock-based compensation: | |||
Cash and Cash Equivalents, at Carrying Value | $ 47,407 | $ 97,231 | |
Warrants to purhcase common stock | 4,700,000 | ||
Common stock exercise price | $ 0.0533 | ||
Proceeds from Issuance of Warrants | $ 250,510 | ||
Non-Amended 2017 Notes [Member] | Series D Convertible Preferred Stock [Member] | Two Thousand And Twenty Notes [Member] | |||
Stock-based compensation: | |||
Conversion of Stock, Shares Converted | 12,373,247 | ||
Debt Instrument, Convertible, Conversion Price | $ 0.2862 | ||
Convertible Notes Payable | $ 30,560,080 | ||
Amended 2017 Notes [Member] | Series D Convertible Preferred Stock [Member] | Two Thousand And Twenty Notes [Member] | |||
Stock-based compensation: | |||
Conversion of Stock, Shares Converted | 9,440,594 | ||
Debt Instrument, Convertible, Conversion Price | $ 2.862 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Jun. 20, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 23, 2017 |
Debt Instrument [Line Items] | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Preferred Stock, Shares Authorized | 25,000,000 | ||||
Voting rights | Holders of shares of Series D Convertible Preferred Stock and Series D-1 Convertible Preferred Stock will vote together with the holders of Common Stock as a single class. Each share of Series D Convertible Preferred Stock carries the right to one vote per share. Each share of Series D-1 Convertible Preferred Stock carries the right to 10 votes per share. | ||||
Series D Convertible Preferred Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Preferred Stock, Shares Authorized | 12,374,000 | 12,374,000 | |||
Series D-1 Convertible Preferred Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Preferred Stock, Shares Authorized | 9,441,000 | ||||
Firm Commitment [Member] | |||||
Debt Instrument [Line Items] | |||||
Share Price | $ 0.07 | ||||
Minimum [Member] | Firm Commitment [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Conversion Price | 0.2862 | ||||
Maximum [Member] | Firm Commitment [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Conversion Price | $ 2.862 | ||||
2017 Financing [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Financing arrangement amount | $ 10,000,000 | ||||
2017 Financing [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Financing arrangement amount | $ 20,000,000 | ||||
2017 Financing [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from Loans | $ 20,067,000 | ||||
Proceeds from Related Party Debt | $ 6,770,000 | ||||
2017 Financing [Member] | Series D and D1 Convertible Preferred Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||
Preferred Stock, Convertible, Conversion Price | 0.2862 | ||||
2017 Financing [Member] | Series D Convertible Preferred Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Preferred Stock, Par or Stated Value Per Share | 0.001 | ||||
2017 Financing [Member] | Series D-1 Convertible Preferred Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Preferred Stock, Par or Stated Value Per Share | 0.001 | ||||
2017 Financing [Member] | Minimum [Member] | Series D and D1 Convertible Preferred Stock [Member] | Final Tranche [Member] | |||||
Debt Instrument [Line Items] | |||||
Preferred Stock, Convertible, Conversion Price | 0.2862 | ||||
2017 Financing [Member] | Maximum [Member] | Series D and D1 Convertible Preferred Stock [Member] | Final Tranche [Member] | |||||
Debt Instrument [Line Items] | |||||
Preferred Stock, Convertible, Conversion Price | $ 2.862 | ||||
2020 Financing [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from Loans | $ 5,025,000 | $ 3,325,000 | |||
Proceeds from Related Party Debt | $ 100,000 | ||||
2020 Financing [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Financing arrangement amount | $ 20,000,000 | ||||
Non-Amended 2017 Notes [Member] | Series D Convertible Preferred Stock [Member] | Two Thousand And Twenty Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Conversion Price | $ 0.2862 | ||||
Conversion of Stock, Shares Converted | 12,373,247 | ||||
Amended 2017 Notes [Member] | Series D Convertible Preferred Stock [Member] | Two Thousand And Twenty Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Convertible, Conversion Price | $ 2.862 | ||||
Conversion of Stock, Shares Converted | 9,440,594 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | ||
Apr. 20, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Notes Payable | $ 127,393 | $ 212,790 | |
Paycheck Protection Program [Member] | The CARES Act [Member] | |||
Short-term Debt [Line Items] | |||
Proceeds from Loans | $ 62,500 | ||
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. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Accrued Professional Fees | $ 1,368,089 | $ 1,368,089 | $ 1,175,589 | ||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 96,250 | $ 96,250 | 192,500 | $ 192,500 | |
MrBruce Horowitz [Member] | |||||
Related Party Transaction [Line Items] | |||||
Professional Fees | 42,400 | $ 11,200 | 127,200 | $ 63,600 | |
Accrued Professional Fees | $ 37,500 | $ 37,500 | $ 75,000 |
Summary of Short-term Receivabl
Summary of Short-term Receivables (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Tax Credit | $ 5,408 | $ 3,930 |
Gross receivable | 2,104,543 | 2,104,543 |
Reserve for uncollectibility | (2,104,543) | (2,104,543) |
Net receivable | 5,408 | 3,930 |
Legal Fees [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Tax Credit | ||
Gross receivable | 455,500 | 455,500 |
Reserve for uncollectibility | (455,500) | (455,500) |
Net receivable | ||
Settlement [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Tax Credit | ||
Gross receivable | 1,649,043 | 1,649,043 |
Reserve for uncollectibility | (1,649,043) | (1,649,043) |
Net receivable | ||
Australian Taxation Office [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Tax Credit | 5,408 | 3,930 |
Gross receivable | ||
Reserve for uncollectibility | ||
Net receivable | $ 5,408 | $ 3,930 |
Stockholders_ Deficiency (Detai
Stockholders’ Deficiency (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jun. 20, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,700,000 | ||
Proceeds from Warrant Exercises | $ 250,510 | $ 42,640 | |
Series D Convertible Preferred Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 12,373,247 | ||
Series D-1 Convertible Preferred Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 9,440,594 | ||
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 250,000 | ||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 19,750 | ||
Common Stock [Member] | Advisory Board [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 25,000 | ||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 1,675 | ||
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,700,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0533 | ||
Proceeds from Warrant Exercises | $ 250,510 | ||
Warrant [Member] | Advisory Board [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 25,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.2862 | ||
Proceeds from Warrant Exercises | $ 488 |
Schedule of Right-of-Use Assets
Schedule of Right-of-Use Assets and Liabilities (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Leases | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases | $ 45,784 | $ 44,882 |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | ||
Operating Lease, Weighted Average Remaining Lease Term | 1 year | 2 years |
Operating leases | 8.00% | 8.00% |
Schedule of Future Minimum Paym
Schedule of Future Minimum Payment for Lease (Details) | Jun. 30, 2021USD ($) |
Leases | |
2021 | $ 46,687 |
2022 | 46,687 |
Total future minimum lease payments | 93,374 |
Less: amount representing imputed interest | (6,400) |
Total | $ 86,974 |
Leases (Details Narrative)
Leases (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($)ft² | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)ft² | Jun. 30, 2020USD ($) | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Operating Lease, Payments | $ 45,784 | $ 44,882 | ||
Research and Development Expense [Member] | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Operating Lease, Expense | $ 15,363 | $ 14,888 | 31,871 | 29,090 |
General and Administrative Expense [Member] | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Operating Lease, Expense | 7,681 | 7,444 | 15,935 | 14,544 |
Property Subject to Operating Lease [Member] | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Operating Lease, Expense | $ 23,044 | $ 22,332 | $ 47,806 | $ 43,634 |
Knoxville Tennessee [Member] | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
Area of Land | ft² | 4,500 | 4,500 | ||
Lessee, Operating Lease, Term of Contract | 5 years | 5 years | ||
Lease Expiration Date | Jun. 30, 2022 | |||
Operating Lease, Payments | $ 7,900 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 12, 2021 | Jun. 30, 2021 |
Subsequent Event [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,700,000 | |
Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 250,000 | |
Warrant [Member] | ||
Subsequent Event [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,700,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0533 | |
Subsequent Event [Member] | Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 25,000 | |
Subsequent Event [Member] | Warrant [Member] | ||
Subsequent Event [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 200,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0533 | |
Series D-1 Convertible Preferred Stock [Member] | Subsequent Event [Member] | Non-related Party Investor [Member] | ||
Subsequent Event [Line Items] | ||
Preferred Stock, Value, Subscriptions | $ 150,000 | |
Preferred Stock, Shares Subscribed but Unissued | 52,411 |