Stockholders' Equity | Note 7—Stockholders’ Equity Common Stock In April 2015, the Company entered into a term sheet with Shenzhen Qianhai Taxus Capital Management Co., Ltd. (“Shenzhen Qianhai Taxus”), a company affiliated with Shanxi Taxus Pharmaceuticals Co. Ltd., whereby the Company proposed to sell Shenzhen Qianhai Taxus 600,000 shares of common stock in our Angionetics subsidiary in exchange for $3.0 million in cash. The $3.0 million was to be paid in tranches that were to be completed by May 31, 2015. Shenzhen Qianhai Taxus paid $600,000 of the financing, which was recorded as common stock issuable. Shenzhen Qianhai Taxus did not complete this transaction. This subscription was committed and not refundable to Shenzhen Qianhai Taxus. Shenzhen Qianhai Taxus was eligible to apply this amount toward the purchase of common stock of the Company or its subsidiaries based on terms and conditions approved by the Company’s Board of Directors. In April 2020, in connection with the Change of Control and restructuring efforts executed pursuant to the Preferred Stock Purchase Agreement, the Company entered into a Reaffirmation and Ratification Agreement with Shenzhen Qianhai Taxus (the “ Ratification Agreement Shenzhen Qianhai Taxus previously held approximately 24% of the Company shares as of March 31, 2020 and the chairman of Shenzhen Qianhai Taxus was also on the Board of Directors and Chairman of the Board of the Company. Following completion of the transaction with Nostrum, which included the issuance of the Series B Convertible Preferred Stock, the Chairman resigned from the Company’s Board of Directors. After the Nostrum Series B Preferred stock investment and excluding Nostrum’s Series A Preferred Stock investment and pending Series B Preferred issuances Shenzhen Qianhai Taxus and Nostrum own 1.6% and 70% of the voting common stock respectively as of August 28,2021. Preferred Stock Series A Preferred Stock Exchange and Redemption Agreement with Sabby Healthcare Volatility Master Fund, Ltd. In April 2013, the Company entered into a securities purchase agreement with Sabby Healthcare Volatility Master Fund, Ltd. (“Sabby”) to purchase up to 4,012 shares of our newly authorized Series A Convertible Preferred Stock (the “Preferred Stock”) for maximum proceeds of $4.0 million. The Preferred Stock was convertible into shares of our common stock at an initial conversion price of $0.6437 per share. The conversion price is subject to downward adjustment if the Company issues common stock or common stock equivalents at a price less than the then effective conversion price. Sabby is limited to hold no more than 10% of Gene Biotherapeutics’ issued and outstanding common stock at any time. As long as the Preferred Stock is outstanding, the Company has also agreed not to incur specified indebtedness without the consent of the holders of the Preferred Stock. These factors may restrict our ability to raise capital through equity or debt offerings in the future. In July 2015, the Company entered into an Exchange and Redemption Agreement with Sabby relating to the 1,176 shares of Preferred Stock that remained outstanding at that time. Under the terms of the Exchange and Redemption Agreement, the Company agreed to reduce the conversion price of the Preferred Stock to $0.30 per share. The Agreement grants Gene Biotherapeutics (1) a right to redeem any or all of the outstanding Preferred Stock for its stated value (approximately $1,000 per share) at any time during a 120-day period after the date of the Agreement, and (2) increases the limitation on certain indebtedness contained in the Certificate of Designation for the Preferred Stock to allow Gene Biotherapeutics to borrow up to $250,000. The Company entered into the Agreement to increase our options for retiring the outstanding Preferred Stock and financing our continued business operations. As a result of the effective conversion price changing from $0.64 to $0.30 per share, the 1,176 shares of Preferred Stock outstanding at that time were convertible to 3,918,667 shares of Gene Biotherapeutics common stock, an additional 2,092,350 shares compared to before the conversion price change. As of March 31, 2020, and December 31, 2019, there were 790 Preferred Stock outstanding. Refer to the Subsequent Events section for further discussion on the Series A Preferred Stock. Series A Preferred Stock Purchase Agreement Between Nostrum and Sabby In May 2020, subsequent to this reporting period, concurrent with the sale of the Series B Preferred Stock, Nostrum acquired 220 shares of the Company’s Series A Preferred Stock from Sabby Master Healthcare Ltd. and agreed to purchase the remaining 570 shares of Series A Convertible Preferred Stock that are outstanding and held by Sabby. As a result of the issuance of the Series B Convertible Preferred Stock, each share of our Series A Convertible Preferred Stock became convertible into 88,496 shares of our Common Stock which totaled 50,442,489 shares of Common Stock. The Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock restricts Nostrum from converting any Series A Preferred Stock if Nostrum would beneficially own a number of shares of Common Stock in excess of 9.99% of the shares of Common Stock then issued and outstanding. As a result of its ownership of the Series B Convertible Preferred Stock, Nostrum is currently limited in its entirety from converting any shares of Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock has no voting rights on general corporate matters, provided that the Series A Convertible Preferred Stock contain customary protective provisions. As of April 28, 2021, Sabby converted all of its remaining 570 shares of Series A Convertible Preferred Stock into 50,442,489 shares of Common and no further shares of the Series A Convertible Preferred Stock were purchased by Nostrum. As a result, Nostrum did not acquire any further shares of the Series A Convertible Preferred beyond their initial 220 share acquisition. Series B Convertible Preferred Stock Purchase Agreement with Nostrum In May 2020, subsequent to this reporting period we entered into a Preferred Stock Purchase Agreement with Nostrum Pharmaceuticals, LLC (“Nostrum”), selling Nostrum 1,700,000 shares of our newly authorized Series B Convertible Preferred Stock in exchange for $1.7 million, that are convertible into 150,442,478 shares of the Company’s Common Stock. Set forth below are the specific details of the terms and conditions of the Series B Convertible Preferred Stock. Amendment to Certificate of Incorporation and Amendment to Bylaws Covering the Series B Convertible Preferred Stock On May 21, 2020, the Company amended their Certificate of Incorporation with the filing of a Certificate of Designation to establish the rights, privileges, and preferences of a new class of our preferred stock designated Series B Convertible Preferred Stock (“Series B Preferred Stock”). The Series B Preferred has the following material terms and provisions: Dividends Voting Rights Conversion Liquidation In May 2020, the Board amended the Company’s bylaws to eliminate the classified Board. Directors will serve one-year terms until the next annual meeting of stockholders or until their successors are duly elected and qualified. Stock Options and Other Equity Compensation Plans The Company had an equity incentive plan that was established in 2005 under which 283,058 shares of our common stock was reserved for issuance to employees, non-employee directors and consultants. The 2005 Equity Incentive Plan expired on October 20, 2015, ten years after its adoption, and the Company is no longer able to issue share or awards under that plan. All options or other awards issued under the 2005 Equity Incentive plan prior to its expiration remain outstanding in accordance with their terms. At March 31,2020, there are no shares outstanding and available for future issuance under the option plan. There were no stock options, warrant under the Equity Incentive plan and no warrant issued outside of the plan to employees and consultants during the three-month period ended March 31, 2020. The total number of options and warrants outstanding and exercisable were 14,811,333 as of March 31, 2020 with a weighted average exercise price of $0.62 per share, and a weighted average remaining life of 4.42. Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Balance outstanding, January 1, 2017 12,116,334 $ 0.62 7.67 Granted — — — Exercised — — — Cancelled (unvested) — — — Expired (vested) (5,001 ) 0.62 — Balance outstanding, December 31, 2017 12,111,333 0.62 6.67 Granted — — — Exercised — — — Cancelled (unvested) — — — Expired (vested) — — — Balance outstanding, December 31, 2018 12,111,333 $ 0.62 5.67 Granted — — — Exercised — — — Cancelled (unvested) — — — Expired (vested) — — — Balance outstanding, December 31, 2019 12,111,333 $ 0.62 4.67 Balance exercisable, December 31, 2019 12,111,333 $ 0.62 4.67 Balance exercisable, March 31, 2020 12,111,333 $ 0.62 4.42 The Company calculates the fair value of stock options using the Black-Scholes option-pricing model. In determining the expected term, the Company separate groups of employees that have historically exhibited similar behavior with regard to option exercises and post-vesting cancellations. The option-pricing model requires the input of subjective assumptions, such as those included in the table above. The volatility rates are based principally on our historical stock prices and expectations of the future volatility of its common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The total expense to be recorded in future periods will depend on several variables, including the number of share-based awards and expected vesting. As of March 31, 2020, there was a $0, intrinsic value to the outstanding and exercisable options and warrants, respectively. Warrants In October 2017, the Company issued 1,000,000 fully vested Common Stock warrants to Landmark, in exchange for economic monetization and business mobilization services for the Company. The warrants are exercisable at any time from October 9, 2017 (initial exercise date) and on or prior to the close of business on the 10-year anniversary from the initial exercise date, October 8, 2027, at an exercise price of $0.25 per share. The warrants had a fair value of $0.15 per share and the Company has recognized $150,000 as consulting costs in the statement of operations during the fourth quarter ended December 31, 2017. In November 2017, the Company issued 700,000 fully vested Common Stock warrants to a consultant for ongoing scientific and business consulting services. The warrants are exercisable at any time from November 14, 2017 (the grant date) for a period up to 10 years at an exercise price of $0.25 per share. The warrants had a fair value of $0.11 per share, determined using the Black-Scholes valuation model, and the Company has recognized $79,222 as consulting costs in the statement of operations during the further quarter ended December 31, 2017. In April 2018, the Company issued an additional 1,000,000 fully vested Common Stock warrants to Landmark as final consideration paid upon completion of the 6-month Agreement. The Common Stock warrants are exercisable at any time from April 23, 2018 (initial exercise date) and on or prior to the close of business on the 10-year anniversary from the initial exercise date, April 22, 2028, at an exercise price of $0.25 per share. The warrants had a fair value of $0.08 per share, determined using the Black-Scholes valuation model. The Company recognized approximately $80,000, representing the aggregate fair value of the warrants as consulting expenses in the statement of operations during the second quarter ended June 30, 2018. The Company calculates the fair value of stock options using the Black-Scholes option-pricing model which approximates a binomial lattice model. In determining the expected term, the Company separate groups of employees that have historically exhibited similar behavior regarding option exercises and post-vesting cancellations. The option-pricing model requires the input of subjective assumptions, such as those included in the table below. The volatility rates are based principally on our historical stock prices and expectations of the future volatility of its Common Stock. The risk-free interest rate is based on the U.S. Treasury Yield curve in effect at the time of grant. The total expense to be recorded in future periods will depend on several variables, including the number of share-based awards and expected vesting. The following table summarizes warrants that we granted during the year ended December 31, 2017 and 2018: Grant Date Quantity Issued Expected Life (Years) Strike Price Volatility Dividend Yield Risk-Free Interest Rate Grant Date Fair Value Aggregate Fair Value 04/23/2018 1,000,000 10.0 $ 0.25 126.00 % 0 % 2.47 % $ 0.08 $ 80,000 11/14/2017 700,000 10.0 $ 0.25 116.47 % 0 % 2.33 % $ 0.11 79,222 10/09/2017 1,000,000 10.0 $ 0.25 115.00 % 0 % 2.47 % $ 0.16 150,000 The Company did not grant any warrants after 2018 and had total warrants issued and outstanding to third party consultants of 2,700,000 as of March 31, 2020. |