Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | RespireRx Pharmaceuticals Inc. |
Entity Central Index Key | 0000849636 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||
Cash and cash equivalents | $ 1,492 | $ 16,690 | $ 33,284 |
Advance payment on research contract | 48,912 | ||
Prepaid expenses | 84,191 | 28,638 | 38,880 |
Total current assets | 85,683 | 45,328 | 121,076 |
Long-term prepaid insurance, net of current portion of $10,586 and $14,945 at December 31, 2019 and December 31, 2018 respectively | 3,114 | ||
Total assets | 85,683 | 45,328 | 124,190 |
Current liabilities: | |||
Accounts payable and accrued expenses | 4,307,228 | 3,772,030 | 3,303,120 |
Accrued compensation and related expenses | 2,270,084 | 2,083,841 | 1,304,434 |
Convertible notes payable, currently due and payable on demand | 201,754 | 551,591 | 239,666 |
Note payable to SY Corporation | 760,215 | 766,236 | 744,441 |
Notes and advances payable to officers | 147,871 | 142,238 | 102,716 |
Notes payable to former officer | 178,017 | 169,577 | 154,161 |
Other short-term notes payable | 67,262 | 4,634 | 8,907 |
Total current liabilities | 7,932,431 | 7,490,147 | 5,857,445 |
Commitments and contingencies (Note 8, 9) | |||
Stockholders' deficiency: (Note 6) | |||
Series B convertible preferred stock, value | 21,703 | 21,703 | 21,703 |
Common stock, value | 222,307 | 4,175 | 3,872 |
Additional paid-in capital | 160,181,182 | 159,038,388 | 158,635,222 |
Accumulated deficit | (168,271,940) | (166,509,085) | (164,394,052) |
Total stockholders' deficiency | (7,846,748) | (7,444,819) | (5,733,225) |
Total liabilities and stockholders' deficiency | $ 85,683 | $ 45,328 | $ 124,190 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Long term prepaid insurance current portion | $ 10,586 | $ 14,945 | |
Long-term prepaid insurance net of current portion | 10,586 | 14,945 | |
Accounts payable and accrued expenses to related party | $ 574,226 | 476,671 | $ 400,229 |
Accrued interest | 18,666 | ||
Notes default amount | $ 44,948 | $ 43,666 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 65,000,000 |
Common stock, shares issued | 222,307,381 | 4,175,072 | 3,872,076 |
Common stock, shares outstanding | 222,307,381 | 4,175,072 | 3,872,076 |
Officer [Member] | |||
Accrued interest | $ 41,021 | $ 35,388 | $ 25,116 |
Former Officer [Member] | |||
Accrued interest | 50,417 | 41,977 | 26,561 |
SY Corporation [Member] | |||
Accrued interest | 387,201 | 363,280 | 315,307 |
Deemed to be in Default [Member] | |||
Accrued interest | 46,230 | 43,666 | |
Convertible Notes Payable [Member] | |||
Accrued interest | $ 69,297 | $ 113,304 | $ 62,635 |
Series B Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, liquidation preference, per share | $ 0.6667 | $ 0.6667 | $ 0.6667 |
Preferred stock, liquidation preference value | $ 25,001 | $ 25,001 | $ 25,001 |
Preferred stock, shares authorized | 37,500 | 37,500 | 37,500 |
Preferred stock, shares issued | 37,500 | 37,500 | 37,500 |
Preferred stock, shares outstanding | 37,500 | 37,500 | 37,500 |
Preferred stock shares issuable upon conversion, per share | $ 0.00030 | $ 0.00030 | $ 0.00030 |
Common stock shares issuable upon conversion of series B | 11 | 11 | 11 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||||||
General and administrative | $ 463,739 | $ 270,391 | $ 829,019 | $ 594,904 | $ 1,137,175 | $ 1,488,238 |
Research and development | 153,176 | 148,000 | 308,466 | 297,350 | 599,329 | 688,286 |
Total operating expenses | 616,915 | 418,391 | 1,137,485 | 892,254 | 1,736,504 | 2,176,524 |
Loss from operations | (616,915) | (418,391) | (1,137,485) | (892,254) | (1,736,504) | (2,176,524) |
Loss on extinguishment of debt and other liabilities in exchange for equity | (323,996) | (166,382) | ||||
Interest expense | (190,606) | (70,533) | (331,316) | (151,645) | (404,661) | (136,243) |
Foreign currency transaction gain (loss) | (8,616) | 11,711 | 29,942 | 26,354 | 26,132 | (112,641) |
Net loss attributable to Common Stockholders | $ (816,137) | $ (477,213) | $ (1,762,855) | $ (1,017,545) | $ (2,115,033) | $ (2,591,790) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.12) | $ (0.04) | $ (0.26) | $ (0.54) | $ (0.77) |
Weighted average common shares outstanding - basic and diluted | 86,606,705 | 3,872,076 | 49,320,761 | 3,872,076 | 3,908,479 | 3,351,105 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||||
General and administrative expense to related parties | $ 147,255 | $ 122,025 | $ 249,614 | $ 243,225 | $ 485,332 | $ 740,975 |
Research and development expenses to related parties | 121,900 | 122,400 | 244,800 | 244,800 | 490,908 | 495,638 |
Interest expense to related parties | $ 2,817 | $ 2,561 | $ 5,633 | $ 5,094 | $ 60,135 | $ 42,821 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficiency - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Series B Convertible Preferred Stock [Member] | ||||||||
Balance beginning | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 |
Balance beginning, shares | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 |
Fair value of common stock options issued for services | ||||||||
Fair value of common stock options issued for services, shares | ||||||||
Fair value of common stock options issued in exchange for accrued compensation and accounts payable | ||||||||
Common stock issued related to extinguishment of convertible notes | ||||||||
Common stock issued related to extinguishment of convertible notes, shares | ||||||||
Sale of common stock units in private placement, net of escrow fees of $5,000 | ||||||||
Sale of common stock units in private placement, net of escrow fees of $5,000, shares | ||||||||
Issuance of common stock units in exchange for note payable to officer | ||||||||
Issuance of common stock units in exchange for note payable to officer, shares | ||||||||
Fair value of warrants issued in connection issuance of units in exchange for note payable to officer | ||||||||
Issuance of common stock to patent counsel | ||||||||
Issuance of common stock to patent counsel, shares | ||||||||
Fair value of original issue discount associated with warrants issued with convertible notes | ||||||||
Issuances of Common Stock | ||||||||
Issuances of Common Stock, shares | ||||||||
Warrants issued with respect to convertible notes issued from January through March 2019 | ||||||||
Common stock issued related to convertible notes | ||||||||
Common stock issued related to convertible notes, shares | ||||||||
Discounts associated with convertible note issuances from April through November 2019 | ||||||||
Common stock issued as partial settlement of convertible notes issued from April through May 2019 | ||||||||
Common stock issued as partial settlement of convertible notes issued from April through May 2019, shares | ||||||||
Note discounts | ||||||||
Net loss | ||||||||
Balance ending | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 |
Balance ending, shares | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 |
Common Stock [Member] | ||||||||
Balance beginning | $ 33,694 | $ 4,175 | $ 3,872 | $ 3,872 | $ 4,175 | $ 3,872 | $ 3,872 | $ 3,065 |
Balance beginning, shares | 33,693,853 | 4,175,072 | 3,872,076 | 3,872,076 | 4,175,072 | 3,872,076 | 3,872,076 | 3,065,261 |
Fair value of common stock options issued for services | ||||||||
Fair value of common stock options issued for services, shares | ||||||||
Fair value of common stock options issued in exchange for accrued compensation and accounts payable | ||||||||
Common stock issued related to extinguishment of convertible notes | $ 284 | |||||||
Common stock issued related to extinguishment of convertible notes, shares | 284,358 | |||||||
Sale of common stock units in private placement, net of escrow fees of $5,000 | $ 191 | |||||||
Sale of common stock units in private placement, net of escrow fees of $5,000, shares | 191,194 | |||||||
Issuance of common stock units in exchange for note payable to officer | $ 48 | |||||||
Issuance of common stock units in exchange for note payable to officer, shares | 47,620 | |||||||
Fair value of warrants issued in connection issuance of units in exchange for note payable to officer | ||||||||
Issuance of common stock to patent counsel | $ 284 | |||||||
Issuance of common stock to patent counsel, shares | 283,643 | |||||||
Fair value of original issue discount associated with warrants issued with convertible notes | ||||||||
Issuances of Common Stock | $ 188,613 | $ 29,519 | ||||||
Issuances of Common Stock, shares | 188,613,528 | 29,518,781 | 538,913,987 | |||||
Warrants issued with respect to convertible notes issued from January through March 2019 | ||||||||
Common stock issued related to convertible notes | $ 17 | |||||||
Common stock issued related to convertible notes, shares | 17,500 | |||||||
Discounts associated with convertible note issuances from April through November 2019 | ||||||||
Common stock issued as partial settlement of convertible notes issued from April through May 2019 | $ 286 | |||||||
Common stock issued as partial settlement of convertible notes issued from April through May 2019, shares | 285,496 | |||||||
Note discounts | ||||||||
Net loss | ||||||||
Balance ending | $ 222,307 | $ 33,694 | $ 3,872 | $ 3,872 | $ 222,307 | $ 3,872 | $ 4,175 | $ 3,872 |
Balance ending, shares | 222,307,381 | 33,693,853 | 3,872,076 | 3,872,076 | 222,307,381 | 3,872,076 | 4,175,072 | 3,872,076 |
Additional Paid-in Capital [Member] | ||||||||
Balance beginning | $ 159,948,987 | $ 159,038,388 | $ 158,681,034 | $ 158,635,222 | $ 159,038,388 | $ 158,635,222 | $ 158,635,222 | $ 157,422,110 |
Fair value of common stock options issued for services | 29,248 | |||||||
Fair value of common stock options issued in exchange for accrued compensation and accounts payable | 335,529 | |||||||
Common stock issued related to extinguishment of convertible notes | 318,236 | |||||||
Sale of common stock units in private placement, net of escrow fees of $5,000 | 195,559 | |||||||
Issuance of common stock units in exchange for note payable to officer | 49,952 | |||||||
Fair value of warrants issued in connection issuance of units in exchange for note payable to officer | 90,000 | 49,975 | ||||||
Issuance of common stock to patent counsel | 198,266 | |||||||
Fair value of original issue discount associated with warrants issued with convertible notes | 36,347 | |||||||
Issuances of Common Stock | 142,195 | 910,599 | ||||||
Warrants issued with respect to convertible notes issued from January through March 2019 | 45,812 | |||||||
Common stock issued related to convertible notes | 3,316 | |||||||
Discounts associated with convertible note issuances from April through November 2019 | 329,019 | |||||||
Common stock issued as partial settlement of convertible notes issued from April through May 2019 | 25,019 | |||||||
Note discounts | 90,000 | 87,950 | 45,812 | |||||
Net loss | ||||||||
Balance ending | 160,181,182 | 159,948,987 | 158,768,984 | 158,681,034 | 160,181,182 | 158,768,984 | 159,038,388 | 158,635,222 |
Accumulated Deficit [Member] | ||||||||
Balance beginning | (167,455,803) | (166,509,085) | (164,934,384) | (164,394,052) | (166,509,085) | (164,394,052) | (164,394,052) | (161,802,262) |
Fair value of common stock options issued for services | ||||||||
Fair value of common stock options issued in exchange for accrued compensation and accounts payable | ||||||||
Common stock issued related to extinguishment of convertible notes | ||||||||
Sale of common stock units in private placement, net of escrow fees of $5,000 | ||||||||
Issuance of common stock units in exchange for note payable to officer | ||||||||
Fair value of warrants issued in connection issuance of units in exchange for note payable to officer | ||||||||
Issuance of common stock to patent counsel | ||||||||
Fair value of original issue discount associated with warrants issued with convertible notes | ||||||||
Issuances of Common Stock | ||||||||
Warrants issued with respect to convertible notes issued from January through March 2019 | ||||||||
Common stock issued related to convertible notes | ||||||||
Discounts associated with convertible note issuances from April through November 2019 | ||||||||
Common stock issued as partial settlement of convertible notes issued from April through May 2019 | ||||||||
Note discounts | ||||||||
Net loss | (816,137) | (946,718) | (477,213) | (2,115,033) | (2,591,790) | |||
Balance ending | (168,271,940) | (167,455,803) | (165,411,597) | (164,934,384) | (168,271,940) | (165,411,597) | (166,509,085) | (164,394,052) |
Balance beginning | (7,451,419) | (7,444,819) | (6,227,775) | (5,733,225) | $ (7,444,819) | (5,733,225) | (5,733,225) | (4,355,384) |
Fair value of common stock options issued for services | 29,248 | |||||||
Fair value of common stock options issued in exchange for accrued compensation and accounts payable | 335,529 | |||||||
Common stock issued related to extinguishment of convertible notes | 318,520 | |||||||
Common stock issued related to extinguishment of convertible notes, shares | 55,578,263 | |||||||
Sale of common stock units in private placement, net of escrow fees of $5,000 | 195,750 | |||||||
Issuance of common stock units in exchange for note payable to officer | 50,000 | |||||||
Fair value of warrants issued in connection issuance of units in exchange for note payable to officer | 90,000 | 49,975 | ||||||
Issuance of common stock to patent counsel | 198,550 | |||||||
Fair value of original issue discount associated with warrants issued with convertible notes | 36,347 | |||||||
Issuances of Common Stock | 330,808 | 940,118 | ||||||
Warrants issued with respect to convertible notes issued from January through March 2019 | 45,812 | |||||||
Common stock issued related to convertible notes | 3,333 | |||||||
Discounts associated with convertible note issuances from April through November 2019 | 329,019 | |||||||
Common stock issued as partial settlement of convertible notes issued from April through May 2019 | 25,305 | |||||||
Note discounts | 90,000 | 87,950 | 45,812 | |||||
Net loss | (816,137) | (946,718) | (477,213) | (540,332) | $ (1,762,855) | (1,017,545) | (2,115,033) | (2,591,790) |
Balance ending | $ (7,846,748) | $ (7,451,419) | $ (6,617,038) | $ (6,227,775) | $ (7,846,748) | $ (6,617,038) | $ (7,444,819) | $ (5,733,225) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Deficiency (Parenthetical) | Dec. 31, 2018USD ($) |
Statement of Stockholders' Equity [Abstract] | |
Escrow fees | $ 5,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||
Net loss | $ (1,762,855) | $ (1,017,545) | $ (2,115,033) | $ (2,591,790) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Amortization of debt discounts related to convertible notes payable | 237,615 | 89,000 | 215,575 | 8,378 |
Costs associated with convertible note conversion paid with common stock | 750 | |||
Loss on extinguishment of debt | 323,996 | 166,382 | ||
Loss on extinguishment of other liabilities | 11,154 | |||
Loss on exchange of officer note | 49,974 | |||
Stock-based compensation and fees included in - General and administrative expenses | 14,248 | |||
Stock-based compensation and fees included in - Research and development expenses | 15,000 | |||
Foreign currency transaction (gain) loss | (29,942) | (26,354) | (26,132) | 112,641 |
Changes in operating assets and liabilities: | ||||
(Increase) decrease in - Prepaid expenses and advanced clinical research payments | (55,552) | (59,250) | 13,355 | 18,962 |
Increase (decrease) in - Accounts payable and accrued expenses | 535,198 | 261,889 | 524,324 | 703,682 |
Increase (decrease) in - Accrued compensation and related expenses | 492,243 | 390,600 | 779,407 | 1,025,484 |
Increase (decrease) in - Accrued interest payable | 152,849 | 95,382 | 120,009 | 99,645 |
Net cash used in operating activities | (106,448) | (266,278) | (487,745) | (427,368) |
Cash flows from financing activities: | ||||
Proceeds from sale of common stock units and issuance of restricted stock, net of fees | 195,750 | |||
Proceeds from convertible notes borrowings | 90,000 | 213,500 | ||
Debt issuance costs | (5,500) | |||
Proceeds from issuance of note payable to officer | 1,250 | 25,000 | 22,751 | 100,000 |
Proceeds from issuance of notes payable | 478,150 | 80,000 | ||
Capitalized note costs | (29,750) | |||
Net cash provided by financing activities | 91,250 | 233,000 | 471,151 | 375,750 |
Cash and cash equivalents: | ||||
Net decrease | (15,198) | (33,278) | (16,594) | (51,618) |
Balance at beginning of period | 16,690 | 33,284 | 33,284 | 84,902 |
Balance at end of period | 1,492 | 6 | 16,690 | 33,284 |
Cash paid for - | ||||
Interest | 1,498 | 932 | 5,130 | 3,345 |
Non-cash financing activities: | ||||
10% convertible notes payable, including accrued interest of $62,267 exchanged for common stock | 213,266 | |||
Principal on convertible notes payable paid with common stock | 24,554 | |||
Conversion fees paid with common stock upon principal payment on convertible notes payable | 750 | |||
Accounts payable and accrued expenses extinguished with common stock options | 138,273 | |||
Accrued compensation extinguished with option to purchase common stock options | 200,350 | |||
Officer note payable, exchanged for common stock and warrants | 50,000 | |||
Short-term note payable issued in connection with financing of directors and officers insurance policy | 61,746 | 63,750 | ||
Short-term note payable issued in connection with financing of clinical trial and other office insurance policies | 9,322 | 9,322 | ||
Fair value of common stock issued to service provider | $ 198,550 | |||
Beneficial Conversion Feature and Warrants issued with convertible debt | 90,000 | 50,258 | ||
Debt and accrued interest converted to Common Stock | 950,421 | |||
Issuance of Common Stock for accrued compensation and benefits | 306,000 | |||
Cashless warrant exercises | 15,638 | |||
Original issue discounts associated with convertible debt | $ 10,500 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | Jun. 30, 2020 | Dec. 31, 2018 | Jun. 25, 2012 |
Statement of Cash Flows [Abstract] | |||
Convertible notes payable percentage | 10.00% | 12.00% | |
Accrued interest | $ 20,736 | $ 62,267 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization RespireRx Pharmaceuticals Inc. (“RespireRx”) was formed in 1987 under the name Cortex Pharmaceuticals, Inc. to engage in the discovery, development and commercialization of innovative pharmaceuticals for the treatment of neurological and psychiatric disorders. On December 16, 2015, RespireRx filed a Certificate of Amendment to its Second Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to amend its Second Restated Certificate of Incorporation to change its name from Cortex Pharmaceuticals, Inc. to RespireRx Pharmaceuticals Inc. In August 2012, RespireRx acquired Pier Pharmaceuticals, Inc. (“Pier”), which is now a wholly owned subsidiary. Pier was a clinical stage biopharmaceutical company developing a pharmacologic treatment for obstructive sleep apnea (“OSA”) and had been engaged in research and clinical development activities which activities are now in RespireRx. While developing potential applications for respiratory disorders, notably dronabinol (a cannabinoid that is a synthetic form of ∆9-tetrahydrocannabinol (“Δ9-THC”)), for the treatment of OSA, the Company has retained and expanded its AMPAkine intellectual property and data with respect to neurological and psychiatric disorders and is considering developing certain potential products in this platform, subject to raising additional financing and/or entering into strategic relationships, of which no assurance can be provided. On August 1, 2020, RespireRx and the University of Wisconsin-Milwaukee Research Foundation, Inc. (“UWMRF”), an affiliate of the University of Wisconsin-Milwaukee, entered into a Patent License Agreement (the “UWMRF Patent License Agreement”), pursuant to which UWMRF licensed to RespireRx certain patent and technology rights held by UWMRF for RespireRx’s use in developing commercial products (See Note 9. Subsequent Events). The licensed intellectual property is associated with a program involving GABAkines, positive allosteric modulators (“PAMs”) of the Type A gamma-amino-butyric acid (“GABA A Basis of Presentation The condensed consolidated financial statements are of RespireRx and its wholly owned subsidiary, Pier (collectively referred to herein as the “Company,” “we” or “our,” unless the context indicates otherwise). The condensed consolidated financial statements of the Company at June 30, 2020 and for the three-months and six-months ended June 30, 2020 and 2019, are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) have been made that are necessary to present fairly the condensed consolidated financial position of the Company as of June 30, 2020, the results of its condensed consolidated operations for the three-months and six-months ended June 30, 2020 and 2019, changes in its condensed consolidated statements of stockholders’ deficiency for the six-months ended June 30, 2020 and 2019 and its condensed consolidated cash flows for the six-months ended June 30, 2020 and 2019. Condensed consolidated operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The consolidated balance sheet at December 31, 2019 has been derived from the Company’s audited consolidated financial statements at such date. The condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and other information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC. | 1. Organization and Basis of Presentation Organization RespireRx Pharmaceuticals Inc. (“RespireRx,” the “Company,” “we” or “our” includes our wholly-owned subsidiary, Pier Pharmacuticals, Inc., unless the context indicates otherwise) was formed in 1987 under the name Cortex Pharmaceuticals, Inc. to engage in the discovery, development and commercialization of innovative pharmaceuticals for the treatment of neurological and psychiatric disorders. On December 16, 2015, RespireRx filed a Certificate of Amendment to its Second Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to amend its Second Restated Certificate of Incorporation to change its name from Cortex Pharmaceuticals, Inc. to RespireRx Pharmaceuticals Inc. While previously developing potential applications for respiratory disorders, RespireRx has retained and expanded its neuromodulator intellectual property and data with respect to neurological and psychiatric disorders and is considering developing certain potential products in this platform, if it is able to obtain additional financing and/or strategic relationships. In August 2012, RespireRx acquired Pier Pharmaceuticals, Inc. (“Pier”), which is now its wholly-owned subsidiary. In March 2020, RespireRx and UWM Research Foundation, an affiliate of the University of Wisconsin-Milwaukee, entered into an option agreement (“UWMRF Option Agreement”) pursuant to which RespireRx has a six-month option to license the identified intellectual property pursuant to license terms substantially in the Form of a Patent License Agreement (“UWMRF License Agreement”) that is attached to the UWMRF Option Agreement as Appendix I. The UWMRF License Agreement, if it becomes effective, will expand the Company’s neuromodulator program which has historically included the Company’s AMPAkine program to include a GABA-A program as well. See Note 10. Subsequent Events. Basis of Presentation The consolidated financial statements are of RespireRx and its wholly-owned subsidiary, Pier. |
Business
Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Business | 2. Business The mission of the Company is to develop innovative and revolutionary treatments to combat disorders caused by disruption of neuronal signalling. We are developing treatment options that address conditions that affect millions of people, but for which there are few or poor treatment options, including obstructive sleep apnea (“OSA”), attention deficit hyperactivity disorder (“ADHD”) and recovery from spinal cord injury (“SCI”), as well as certain neurological orphan diseases such as Fragile X Syndrome (“FXS”). With the addition of the GABAkine program we have added development programs for treatment resistant epilepsy and other convulsant disorders, and potentially migraine, inflammatory and neuropathic pain, as well as other areas of interest based on results of animal studies to date. We are developing a pipeline of new drug products based on our broad patent portfolios for two drug platforms: (i) our cannabinoids platform (which we refer to as ResolutionRx), including dronabinol (a synthetic form of ∆9-tetrahydrocannabinol (“Δ9-THC”)), which acts upon the nervous system’s endogenous cannabinoid receptors and (ii) our neuromodulators platform (which we refer to as EndeavourRx), which platform includes two programs: (a) our AMPAkines program, proprietary compounds that positively modulate AMPA-type glutamate receptors to promote neuronal function and (b) our GABAkines program, PAMs of GABA A With the ResolutionRx cannabinoid platform, we plan to create a wholly owned private subsidiary of RespireRx with its own board of directors. With the EndeavourRx neuromodulator platform, we are considering creating another wholly owned private subsidiary of RespireRx with its own board of directors. Cannabinoids With respect to the cannabinoid platform, two Phase 2 clinical trials have been completed demonstrating the ability of dronabinol to significantly reduce the symptoms of OSA, which management believes is potentially a multi-billion-dollar market. Subject to raising sufficient financing (of which no assurance can be provided), we believe that we have put most of the necessary pieces into place to rapidly initiate a Phase 3 clinical trial program. By way of definition, when a new drug is allowed by FDA to be tested in humans, Phase 1 clinical trials are conducted in healthy people to determine safety and pharmacokinetics. If successful, Phase 2 clinical trials are conducted in patients to determine safety and preliminary efficacy. Phase 3 trials, large scale studies to determine efficacy and safety, are the final step prior to seeking FDA approval to market a drug. Neuromodulators – EndeavourRx - AMPAkines and GABAkines Neurotransmitters are chemicals released by neurons that enable neurons to communicate with one another. This process is called neurotransmission. Neurons release neurotransmitters that attach to a very specific protein structure, termed a receptor, residing on an adjacent neuron. This neurotransmission process can either increase or decrease the excitability of the neuron receiving the message. Neuromodulators do not act directly at the neurotransmitter binding site, but instead act at accessory sites that enhance (Positive Allosteric Modulators – “PAMs”) or reduce (Negative Allosteric Modulators – “NAMs”) the actions of neurotransmitters at their primary receptor sites. Neuromodulators have no intrinsic activity of their own. We believe that neuromodulators offer the possibility of developing “kinder and gentler” neuropharmacological drugs with greater pharmacological specificity and reduced side effects compared to present drugs, especially in disorders for which there is a significant unmet or poorly met clinical need such as ADHD, SCI, Autism Spectrum Disorder (“ASD”), FXS, treatment resistant epilepsy, neuropathic pain and additional CNS-driven disorders. We are focused presently on developing drugs known as AMPAkines (PAMs at AMPA receptors) and GABAkines (PAMs at GABA A Through an extensive AMPAkine translational research effort from the cellular level through Phase 2 clinical trials, the Company has developed a family of novel, low impact AMPAkines, including CX717, CX1739 and CX1942 that may have clinical application in the treatment of CNS-driven neurobehavioral and cognitive disorders, SCI, neurological diseases, and certain orphan indications. From our AMPAkine program, our lead clinical compounds, CX717 and CX1739, have successfully completed multiple Phase 1 safety trials. Both compounds have also completed Phase 2 efficacy trials demonstrating target engagement, by antagonizing the ability of opioids to induce respiratory depression. CX717 has successfully completed a Phase 2 trial demonstrating the ability to significantly reduce the symptoms of adult ADHD. In an early Phase 2 study, CX1739 improved breathing in patients with central sleep apnea (“CSA”). Preclinical studies have highlighted the potential ability of these AMPAkines to improve motor function in animals with SCI. Subject to raising sufficient financing (of which no assurance can be provided), we believe that we will be able to rapidly initiate a human Phase 2 study with CX1739 or CX717 in patients with spinal cord injury and a human Phase 2B study in patients with ADHD with either CX1739 or CX717. In order to expand our neuromodulator asset base, we entered into an option agreement with UWMRF which option we exercised effective August 1, 2020 resulting in the establishment of the UWMRF Patent License Agreement. Under the UWMRF Patent License Agreement, UWMRF granted to the Company an exclusive license to commercialize GABAkine products based on UWMRF’s rights in certain patents and patent applications, and a non-exclusive license to commercialize products based on UWMRF’s rights in certain technology that is not the subject of the patents or patent applications. See Note 8. Commitments and Contingencies – Significant Agreements and Contracts – UWMRF Patent License Agreement. Certain of these GABAkines have shown impressive activity in a broad range of animal models of treatment resistant epilepsy and other convulsant disorders, as well as in brain tissue samples obtained from epileptic patients in research conducted at the University of Wisconsin-Milwaukee by Dr. James Cook and by Dr. Jeffrey Witkin of the Indiana University School of Medicine, among others at collaborating institutions. Epilepsy is a chronic and highly prevalent neurological disorder that affects millions of people world-wide. While many anticonvulsant drugs have been approved to decrease seizure probability, seizures are not well controlled and, in as many as 60-70% of patients, existing drugs are not efficacious at some point in the disease progression. We believe that the medical and patient community are in clear agreement that there is desperate need for improved antiepileptic drugs. In addition, these GABAkines have shown positive activity in animal models of migraine, inflammatory and neuropathic pain, as well as other areas of interest. Because of these compounds’ GABA receptor subunit specificity, we believe the compounds have a greatly reduced liability to produce sedation, motor incoordination, memory impairments and tolerance, side effects commonly associated with non-specific GABA PAMs, such as benzodiazepines. Building upon the AMPAkine and GABAkine programs as a foundation, we established a second business unit called EndeavourRx which focuses on developing novel neuromodulators for disorders resulting from alterations in neurotransmission. Financing our Platforms Our major challenge has been to raise substantial equity or equity-linked financing to support research and development plans for our cannabinoid and neuromodulator platforms, while minimizing the dilutive effect to pre-existing stockholders. At present, we believe that we are hindered primarily by our public corporate structure, our OTCQB listing, and low market capitalization as a result of our low stock price. For this reason, the Company is considering an internal restructuring plan that contemplates spinning out our two drug platforms into separate operating businesses or subsidiaries. We believe that by creating one or more subsidiaries to further the aims of ResolutionRx and EndeavourRx, it may be possible, through separate finance channels, to optimize the asset values of both the cannabinoid platform and the neuromodulator platform. Going Concern The Company’s condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred net losses of $1,762,855 for the six-months ended June 30, 2020 and $2,115,033 for the fiscal year ended December 31, 2019 respectively, as well as negative operating cash flows of $106,448 for the six-months ended June 30, 2020 and $487,745 for the fiscal year ended December 31, 2019. The Company also had a stockholders’ deficiency of $7,846,748 at June 30, 2020 and expects to continue to incur net losses and negative operating cash flows for at least the next few years. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern, and the Company’s independent registered public accounting firm, in its audit report on the Company’s consolidated financial statements for the year ended December 31, 2019, expressed substantial doubt about the Company’s ability to continue as a going concern. The Company is currently, and has for some time, been in significant financial distress. It has extremely limited cash resources and current assets and has no ongoing source of sustainable revenue. Management is continuing to address various aspects of the Company’s operations and obligations, including, without limitation, debt obligations, financing requirements, establishment of new and maintenance and improvement of existing and in-process intellectual property, licensing agreements, legal and patent matters and regulatory compliance, and has taken steps to continue to raise new debt and equity capital to fund the Company’s business activities from both related and unrelated parties to fund the Company’s business activities. The Company is continuing its efforts to raise additional capital in order to be able to pay its liabilities and fund its business activities on a going forward basis, including the pursuit of the Company’s planned research and development activities. The Company regularly evaluates various measures to satisfy the Company’s liquidity needs, including development and other agreements with collaborative partners and, when necessary, seeking to exchange or restructure the Company’s outstanding securities. The Company is evaluating certain changes to its operations and structure to facilitate raising capital from sources that may be interested in financing only discrete aspects of the Company’s development programs. Such changes could include a significant reorganization, which may include the formation of one or more subsidiaries into which one or more of our programs may be contributed. As a result of the Company’s current financial situation, the Company has limited access to external sources of debt and equity financing. Accordingly, there can be no assurances that the Company will be able to secure additional financing in the amounts necessary to fully fund its operating and debt service requirements. If the Company is unable to access sufficient cash resources, the Company may be forced to discontinue its operations entirely and liquidate. | 2. Business The mission of the Company is to develop innovative and revolutionary treatments to combat disorders caused by disruption of neuronal signaling. We are developing treatment options that address conditions that affect millions of people, but for which there are few or poor treatment options, including obstructive sleep apnea (“OSA”), attention deficit hyperactivity disorder (“ADHD”) and recovery from spinal cord injury (“SCI”), as well as certain neurological orphan diseases such as Fragile X Syndrome. RespireRx is developing a pipeline of new drug products based on our broad patent portfolios for two drug platforms: (i) cannabinoids, including dronabinol (a synthetic form of Δ9-THC) that act upon the nervous system’s endogenous cannabinoid receptors and (ii) neuromodulators, which we now call EndeavourRx, including (a) AMPAkines, proprietary compounds that positively modulate AMPA-type glutamate receptors to promote neuronal function and (b) positive allosteric modulators (“PAMs”) of the gamma-amino-butyric acid subunit A (“GABA-A”) receptors that are the subject of an option agreement dated March 2, 2020 between the Company and the UWM Research Foundation, Inc. (“UWMRF”), an affiliate of the University of Wisconsin-Milwaukee. See Note 10. Subsequent Events. Cannabinoids With respect to the cannabinoid platform, two Phase 2 clinical trials have been completed demonstrating the ability of dronabinol to statistically significantly reduce the symptoms of OSA, which management believes is potentially a multi-billion-dollar market. Subject to raising sufficient financing (of which no assurance can be provided), we believe that we have put most of the necessary pieces into place to rapidly initiate a Phase 3 clinical trial program. By way of definition, when a new drug is allowed by the United States Food and Drug Administration (“FDA”) to be tested in humans, Phase 1 clinical trials are conducted in healthy people to determine safety and pharmacokinetics. If successful, Phase 2 clinical trials are conducted in patients to determine safety and preliminary efficacy. Phase 3 trials, large scale studies to determine efficacy and safety, are the final step prior to seeking FDA approval to market a drug. With the cannabinoid platform, we plan to create a wholly-owned private subsidiary of RespireRx (“Newco”, official name not yet determined) with its own management team and board of directors. Neuromodulators – EndeavourRx - AMPAkines and GABA-A Neuromodulators are chemicals released by neurons that enable neurons to communicate with one another. This process is called neurotransmission. Neurons release neurotransmitters that attach to a very specific protein structure, termed a receptor, residing on an adjacent neuron. This neurotransmission process can either increase or decrease the excitability of the neuron receiving the message. Neuromodulators do not act directly at the neurotransmitter binding site, but instead act at accessory sites that enhance (Positive Allosteric Modulators – “PAMs”) or reduce (Negative Allosteric Modulators – “NAMs”) the actions of neurotransmitters at their primary receptor sites. Neuromodulators have no intrinsic activity of their own. We believe that neuromodulators offer the possibility of developing “kinder and gentler” neuropharmacological drugs with greater pharmacological specificity and reduced side effects compared to present drugs, especially in disorders for which there is a significant unmet or poorly met clinical need such as Attention Deficit Hyperactivity Disorder (“ADHD”), Autism Spectrum Disorder (“ASD”), Fragile X Syndrome (“FSX”) and CNS-driven disorders. We are focused presently on developing drugs that act as positive allosteric modulators (“PAM”) at the AMPA and GABA-A receptors. Building upon our AMPAkine platform as a foundation, we also are planning the establishment of a second business unit, which we now call collectively with the AMPAkines, EndeavourRx, that will focus on developing novel neuromodulators for disorders due to alterations in neurotransmission. Through an extensive series of translational studies over a number of years, but numerous researchers and from the cellular level up to human Phase 2 clinical trials, selected AMPAkines have demonstrated target site engagement and positive results in patients with Attention Deficit Hyperactivity Disorder (see below). Through an extensive AMPAkine translational research effort from the cellular level through Phase 2 clinical trials, the Company has developed a family of novel, low impact AMPAkines, including CX717, CX1739 and CX1942 that may have clinical application in the treatment of CNS-driven neurobehavioral and cognitive disorders, spinal cord injury, neurological diseases, and certain orphan indications. From our AMPAkine platform, our lead clinical compounds, CX717 and CX1739, have successfully completed multiple Phase 1 safety trials. Both compounds have also completed Phase 2 efficacy trials demonstrating target engagement, by antagonizing the ability of opioids to induce respiratory depression. CX717 has successfully completed a Phase 2 trial demonstrating the ability to statistically significantly reduce the symptoms of adult ADHD. In an early Phase 2 study, CX1739 improved breathing in patients with central sleep apnea. Preclinical studies have highlighted the potential ability of these AMPAkines to improve motor function in animals with spinal injury. Subject to raising sufficient financing (of which no assurance can be provided), we believe that we will be able to rapidly initiate a human Phase 2 study with CX1739 and/or CX717 in patients with spinal cord injury and a human Phase 2B study in patients with ADHD with either CX717 or CX1739. In order to expand the asset base of EndeavourRx, we have entered into an option agreement with UWMRF whereby RespireRx has a six-month option commencing on March 2, 2020, to license, certain intellectual property regarding chemical compounds that act as positive allosteric modulators (“PAMs”) at certain specific receptors for gamma-amino-butyric acid type A (“GABA-A”), a major inhibitory transmitter in the brain (see Subsequent Events). Certain of these compounds have shown impressive activity in a broad range of animal models of refractory/resistant epilepsy and other convulsant disorders, as well as in brain tissue samples obtained from epileptic patients in pre-clinical research conducted at the University of Wisconsin-Milwaukee by Drs. James Cook and Jeffrey Witkin among others and at collaborating institutions. Epilepsy is a chronic and highly prevalent neurological disorder that affects millions of people world-wide. While many anticonvulsant drugs have been approved to decrease seizure probability, seizures are not well controlled and, in as many as 60-70% of patients, existing drugs are not efficacious at some point in the disease progression. We believe that the medical and patient community are in clear agreement that there is desperate need for improved antiepileptic drugs. In addition, these compounds have shown positive activity in animal models of migraine, inflammatory and neuropathic pain, as well as other areas of interest. Because of their GABA receptor subunit specificity, the compounds have a greatly reduced liability to produce sedation, motor incoordination, memory impairments and tolerance, side effects commonly associated with non-specific GABA PAMs, such as benzodiazepines. Our major challenge has been to raise substantial equity or equity-linked financing to support research and development programs for our two drug platforms, while minimizing the dilutive effect to pre-existing stockholders. At present, we believe that we are hindered primarily by our public corporate structure, our OTCQB listing, limited float and low market capitalization as a result of our low stock price. For this reason, RespireRx is considering an internal restructuring plan that contemplates spinning out our two drug platforms into separate operating businesses. We believe that by creating EndeavourRx and ResolutionRx, it may be possible, through separate finance channels, to optimize the asset values of both the cannabinoid platform and the neuromodulation platform. Going Concern The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred net losses of $2,115,033 and $2,591,790 for the fiscal years ended December 31, 2019 and 2018, respectively, and negative operating cash flows of $487,745 and $427,368 for the fiscal years ended December 31, 2019 and 2018, respectively. The Company also had a stockholders’ deficiency of $7,444,819 at December 31, 2019 and expects to continue to incur net losses and negative operating cash flows for at least the next few years. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern, and the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2019, expressed substantial doubt about the Company’s ability to continue as a going concern. The Company is currently, and has for some time, been in significant financial distress. It has extremely limited cash resources and current assets and has no ongoing source of sustainable revenue. Management is continuing to address various aspects of the Company’s operations and obligations, including, without limitation, debt obligations, financing requirements, intellectual property, licensing agreements, legal and patent matters and regulatory compliance, and has taken steps to continue to raise new debt and equity capital to fund the Company’s business activities from both related and unrelated parties. The Company is continuing its efforts to raise additional capital in order to be able to pay its liabilities and fund its business activities on a going forward basis, including the pursuit of the Company’s planned research and development activities. The Company regularly evaluates various measures to satisfy the Company’s liquidity needs, including development and other agreements with collaborative partners and, when necessary, seeking to exchange or restructure the Company’s outstanding securities. The Company is evaluating certain changes to its operations and structure to facilitate raising capital from sources that may be interested in financing only discrete aspects of the Company’s development programs. Such changes could include a significant reorganization, which may include the formation of one or more subsidiaries into which one or more programs may be contributed. As a result of the Company’s current financial situation, the Company has limited access to external sources of debt and equity financing. Accordingly, there can be no assurances that the Company will be able to secure additional financing in the amounts necessary to fully fund its operating and debt service requirements. If the Company is unable to access sufficient cash resources, the Company may be forced to discontinue its operations entirely and liquidate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation The accompanying condensed consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of RespireRx and its wholly owned subsidiary, Pier. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, among other things, accounting for potential liabilities, and the assumptions used in valuing stock-based compensation issued for services. Actual amounts may differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit risk by investing its cash with high quality financial institutions. The Company’s cash balances may periodically exceed federally insured limits. The Company has not experienced a loss in such accounts to date. Value of Financial Instruments The authoritative guidance with respect to value of financial instruments established a value hierarchy that prioritizes the inputs to valuation techniques used to measure value into three levels and requires that assets and liabilities carried at value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers into and out of Levels 1 and 2, and activity in Level 3 value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. The Company determines the level in the value hierarchy within which each value measurement falls in its entirety, based on the lowest level input that is significant to the value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amounts of financial instruments (consisting of cash, cash equivalents, and accounts payable and accrued expenses) are considered by the Company to be representative of the respective values of these instruments due to the short-term nature of those instruments. With respect to the note payable to SY Corporation (as defined below) and the convertible notes payable, management does not believe that the credit markets have materially changed for these types of borrowings since the original borrowing date. The Company considers the carrying amounts of the notes payable to officers, inclusive of accrued interest, to be representative of the respective values of such instruments due to the short-term nature of those instruments and their terms. Deferred Financing Costs Costs incurred in connection with ongoing debt and equity financings, including legal fees, are deferred until the related financing is either completed or abandoned. Costs related to abandoned debt or equity financings are charged to operations in the period of abandonment. Costs related to completed equity financings are netted against the proceeds. Capitalized Financing Costs The Company presents debt issuance costs related to debt obligations in its consolidated balance sheet as a direct deduction from the carrying amount of that debt obligation, consistent with the presentation for debt discounts. Convertible Notes Payable Convertible notes are evaluated to determine if they should be recorded at amortized cost. To the extent that there are associated warrants or a beneficial conversion feature, the convertible notes and warrants are evaluated to determine if there are embedded derivatives to be identified, bifurcated and valued in connection with and at the time of such financing. Notes Exchanges In cases where debt or other liabilities are exchanged for equity, the Company compares the carrying value of debt, inclusive of accrued interest, if applicable, being exchanged, to the value of the equity issued and records any loss or gain as a result of such exchange. See Note 4. Notes Payable. Extinguishment of Debt and Settlement of Liabilities The Company accounts for the extinguishment of debt and settlement of liabilities by comparing the carrying value of the debt or liability to the value of consideration paid or assets given up and recognizing a loss or gain in the condensed consolidated statement of operations in the amount of the difference in the period in which such transaction occurs. Prepaid Insurance Prepaid insurance represents the premium paid in March 2020 for directors and officers insurance, as well as the amortized amount of an April 2020 premium payment for office-related insurances and clinical trial coverage. Directors’ and Officers’ insurance tail coverage, purchased in March 2013 expired in March 2020 and all prepaid amounts have been fully amortized. The amounts of prepaid insurance amortizable in the ensuing twelve-month period are recorded as prepaid insurance in the Company’s consolidated balance sheet at each reporting date and amortized to the Company’s consolidated statement of operations for each reporting period. Stock-Based Awards The Company periodically issues common stock and stock options to officers, directors, Scientific Advisory Board members, consultants and vendors for services rendered. Such issuances vest and expire according to terms established at the issuance date of each grant. The Company accounts for stock-based payments to officers, directors, outside consultants and vendors by measuring the cost of services received in exchange for equity awards based on the grant date value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s consolidated financial statements over the vesting period of the awards. Stock grants, which are sometimes subject to time-based vesting, are measured at the grant date fair value and charged to operations ratably over the vesting period. Stock options granted to members of the Company’s outside consultants and other vendors are valued on the grant date. As the stock options vest, the Company recognizes this expense over the period in which the services are provided. The value of stock options granted as stock-based payments is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock over the term of the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of common stock is determined by reference to the quoted market price of the Company’s common stock. Stock options and warrants issued to non-employees as compensation for services to be provided to the Company or in settlement of debt are accounted for based upon the fair value of the services provided or the estimated fair value of the stock option or warrant, whichever can be more clearly determined. Management uses the Black-Scholes option-pricing model to determine the fair value of the stock options and warrants issued by the Company. The Company recognizes this expense over the period in which the services are provided. The Company recognizes the value of stock-based payments in general and administrative costs and in research and development costs, as appropriate, in the Company’s condensed consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option and warrant exercises. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have had a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it anticipates it will be able to utilize these tax attributes. As of June 30, 2020, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of June 30, 2020, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. Foreign Currency Transactions The note payable to SY Corporation (as defined below), which is denominated in a foreign currency (the South Korean Won), is translated into the Company’s functional currency (the United States Dollar) at the exchange rate on the balance sheet date. The foreign currency exchange gain or loss resulting from translation is recognized in the related condensed consolidated statements of operations. Research and Development Research and development costs include compensation paid to management directing the Company’s research and development activities, including but not limited to compensation paid to our former Interim Chief Executive Officer and Interim President who is also our Chief Scientific Officer and fees paid to consultants and outside service providers and organizations (including research institutes at universities), and other expenses relating to the acquisition, design, development and clinical testing of the Company’s treatments and product candidates. License Agreements Obligations incurred with respect to mandatory payments provided for in license agreements are recognized ratably over the appropriate period, as specified in the underlying license agreement, and are recorded as liabilities in the Company’s condensed consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s condensed consolidated statement of operations. Obligations incurred with respect to milestone payments provided for in license agreements are recognized when it is probable that such milestone will be reached and are recorded as liabilities in the Company’s condensed consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s condensed consolidated statement of operations. Payments of such liabilities are made in the ordinary course of business. Patent Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, all patent costs, including patent-related legal and filing fees, are expensed as incurred and recorded as general and administrative expenses. Earnings per Share The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Net loss attributable to common stockholders consists of net loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. At June 30, 2020 and 2019, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. June 30, 2020 2019 Series B convertible preferred stock 11 11 Convertible notes payable 55,578,272 564,797 Common stock warrants 124,514,653 1,876,198 Common stock options 4,188,630 4,333,763 Total 184,281,566 6,774,769 Reclassifications Certain comparative figures in 2019 have been reclassified to conform to the current quarter’s presentation. These reclassifications were immaterial, both individually and in the aggregate. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The subtitle is Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This Accounting Standard Update (“ASU”) addresses complex financial instruments that have characteristics of both debt and equity. The application of this ASU would reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models would result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The Company has historically issued complex financial instruments and has considered whether embedded conversion features have existed within those contracts or whether derivatives would appropriately be bifurcated. To date, no such bifurcation has been necessary. However, it is possible that this ASU may have a substantial impact on the Company’s financial statements. Management is evaluating the potential impact. This ASU becomes effective for fiscal years beginning after December 15, 2023. In March 2020, The FASB issued Accounting Standards Update No. 2020-03, Codification Improvements to Financial Instruments. There are seven issues addressed in this update. Issues 1 through 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 become 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 other updates. Management’s initial analysis is that it does not believe the new guidance will substantially impact the Company’s financial statements. In December 2019, the FASB issued an amendment to the guidance on income taxes which is intended to simplify the accounting for income taxes. The amendment eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of the deferred tax liabilities for outside basis differences. The amendment also clarifies existing guidance related to the recognition of franchise tax, the evaluation of a step up in the tax basis of goodwill, and the effects of enacted changes in tax laws or rates in the effective tax rate computation, among other clarifications. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Management is currently evaluating the impact the guidance will have on our consolidated financial statements. In June 2016, the FASB issued an amendment to the guidance on the measurement of credit losses on financial instruments. The amendment updates the guidance for measuring and recording credit losses on financial assets measured and amortized cost by replacing the “incurred loss” model with an “expected loss” model. Accordingly, these financial assets will be presented at the net amount expected to be collected. The amendment also requires that credit losses related to available-for-sale debt securities be recorded as an allowance through net income rather than reducing the carrying amount under the current, other-than-temporary-impairment model. The guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. Early adoption is permitted for annual periods after December 15, 2018. Management is currently evaluating the impact the guidance will have on our consolidated financial statements. | 3. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of RespireRx and its wholly-owned subsidiary, Pier. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, among other things, accounting for potential liabilities, and the assumptions used in valuing stock-based compensation issued for services. Actual amounts may differ from those estimates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit risk by investing its cash with high quality financial institutions. The Company’s cash balances may periodically exceed federally insured limits. The Company has not experienced a loss in such accounts to date. Fair Value of Financial Instruments The authoritative guidance with respect to fair value of financial instruments established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers into and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amounts of financial instruments (consisting of cash, advances on research grants and accounts payable and accrued expenses) are considered by the Company to be representative of the respective fair values of these instruments due to the short-term nature of those instruments. With respect to the note payable to SY Corporation and the convertible notes payable, management does not believe that the credit markets have materially changed for these types of borrowings since the original borrowing date. The Company considers the carrying amounts of the notes payable to officers, inclusive of accrued interest, to be representative of the respective fair values of such instruments due to the short-term nature of those instruments and their terms. Deferred Financing Costs Costs incurred in connection with ongoing debt and equity financings, including legal fees, are deferred until the related financing is either completed or abandoned. Costs related to abandoned debt or equity financings are charged to operations in the period of abandonment. Costs related to completed equity financings are netted against the proceeds. Capitalized Financing Costs The Company presents debt issuance costs related to debt liability in its consolidated balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation for debt discounts. Convertible Notes Payable Convertible notes are evaluated to determine if they should be recorded at amortized cost. To the extent that there are associated warrants, commitment shares or a beneficial conversion feature, the convertible notes and warrants are evaluated to determine if there are embedded derivatives to be identified, bifurcated and valued at fair value in connection with and at the time of such financing. Extinguishment of Debt The Company accounts for the extinguishment of debt in accordance with GAAP by comparing the carrying value of the debt to the fair value of consideration paid or assets given up and recognizing a loss or gain in the consolidated statement of operations in the amount of the difference in the period in which such transaction occurs. Prepaid Insurance Prepaid insurance represents the premium paid in March 2019 for directors’ and officers’ insurance as well as the amount paid in April 2019 for office-related insurances and clinical trial coverage. Directors’ and officers’ insurance tail coverage, purchased in March 2013 and which is a seven-year policy, is being amortized on a straight-line basis over the policy period and all amounts due within one year are reclassified as current prepaid insurance. The amount amortizable in the ensuing twelve-month period is recorded as prepaid insurance in the Company’s consolidated balance sheet at each reporting date and amortized to the Company’s consolidated statement of operations for each reporting period. Amounts due after the ensuing year are recorded as long-term prepaid insurance. Stock-Based Awards The Company periodically issues common stock and stock options to officers, directors, Scientific Advisory Board members, consultants and other vendors for services rendered. Such issuances vest and expire according to terms established at the issuance date of each grant. The Company accounts for stock-based payments to officers and directors by measuring the value of the equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s consolidated financial statements over the vesting period of the awards. Stock grants, which are sometimes subject to time-based vesting, are measured at the grant date fair value and charged to operations ratably over the vesting period. Stock options granted to members of the Company’s outside consultants and other vendors are valued on the grant date. As the stock options vest, the Company recognizes this expense over the period in which the services are provided. The fair value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair value of the common stock on the grant date, and the estimated volatility of the common stock over the estimated life of the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of common stock is determined by reference to the quoted market price of the Company’s common stock. Stock options and warrants issued to non-employees as compensation for services to be provided to the Company or in settlement of debt are accounted for based upon the fair value of the services provided or the estimated fair value of the stock option or warrant, whichever can be more clearly determined. Management uses the Black-Scholes option-pricing model to determine the fair value of the stock options and warrants issued by the Company. The Company recognizes this expense over the period in which the services are provided. During the fiscal year ended December 31, 2019, there were no stock options granted to officers, directors, Scientific Advisory Board members, consultants or other vendors. During fiscal year ended December 31, 2018, there were stock grants totaling 283,643 shares of common stock to designees of one vendor with a value on the date of the grant of $198,550 which amount paid $198,550 of account payable to that vendor. There was no gain or loss on such stock grant. For stock options requiring an assessment of value during the fiscal years ended December 31, 2019 and 2018, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model using the following assumptions: 2019 2018 Risk-free interest rate - % 2.64-2.89 % Expected dividend yield - % 0 % Expected volatility - % 186.07-222.64 % Expected life at date of issuance - 5 years The expected life is estimated to be equal to the term of the common stock options issued in 2018. The Company recognizes the fair value of stock-based awards in general and administrative costs and in research and development costs, as appropriate, in the Company’s consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option and warrant exercises. There were no stock options exercised during the fiscal years ended December 31, 2019 and 2018. There were no warrants issued as compensation or for services during the fiscal years ended December 31, 2019 and 2018 requiring such assessment. Warrants, if issued for services, are typically issued to placement agents or brokers for fund raising services and are not issued from any of the Company’s stock and option plans, from which options issued to non-employees for services are typically issued. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have had a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it anticipates it will be able to utilize these tax attributes. As of December 31, 2019, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2019, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. Foreign Currency Transactions The note payable to SY Corporation, which is denominated in a foreign currency (the South Korean Won), is translated into the Company’s functional currency (the United States Dollar) at the exchange rate on the balance sheet date. The foreign currency exchange gain or loss resulting from translation is recognized in the related consolidated statements of operations. Research and Development Research and development costs include compensation paid to management directing the Company’s research and development activities, including but not limited to compensation paid to our Interim Chief Executive Officer and Interim President who is also our Chief Scientific Officer and fees paid to consultants and outside service providers and organizations (including research institutes at universities), and other expenses relating to the acquisition, design, development and clinical testing of the Company’s treatments and product candidates. License Agreements Obligations incurred with respect to mandatory payments provided for in license agreements are recognized ratably over the appropriate period, as specified in the underlying license agreement, and are recorded as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. Obligations incurred with respect to milestone payments provided for in license agreements are recognized when it is probable that such milestone will be reached and are recorded as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. Payments of such liabilities are made in the ordinary course of business. Patent Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, all patent costs, including patent-related legal and filing fees, are expensed as incurred and are charged to general and administrative expenses. Earnings per Share The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Net income (loss) attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. At December 31, 2019 and 2018, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2019 2018 Series B convertible preferred stock 11 11 Convertible notes payable 7,017,896 16,319 Common stock warrants 2,191,043 1,783,229 Common stock options 4,344,994 4,344,994 Total 13,553,944 6,144,553 Reclassifications Certain comparative figures in 2018 have been reclassified to conform to the current year’s presentation. These reclassifications were immaterial, both individually and in the aggregate. Recent Accounting Pronouncements In March 2020, The FASB issued Accounting Standards Update 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 become 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 other updates. Management’s initial analysis is that it does not believe the new guidance will substantially impact the Company’s financial statements. In November 2019, the FASB issued Accounting Standards Update No. 2019-08, “Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606)- Codification Improvements-Share-Based Consideration Payable to a Customer In August 2018, the FASB issued Accounting Standards Update No. 2018-13, “Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. These amendments affect the disclosures of the fair value of financial instruments. See Note 3. Summary of Significant Account Policies – Fair Value of Financial Instruments. In June 2018, the FASB issued Accounting Standards Update No. 2018-07 (“ASU 2018-07”), Compensation-Stock Compensation (Topic 718)—Improvements to Nonemployee Share-Based Payment Accounting. |
Notes Payable
Notes Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Notes Payable | 4. Notes Payable Convertible Notes Payable Q2 2020 Convertible Notes RespireRx and Power Up Lending Group Ltd. (the “Lender”) entered into Securities Purchase Agreements, dated as of April 15, 2020 and June 7, 2020 (each, a “Power Up Agreement”), by which the Lender loaned $53,000 and $43,000, respectively, to RespireRx in return for two convertible promissory notes (the “April 2020 Note” and the “June 2020 Note” respectively), a limited guaranty associated with the April 2020 Note, and the delivery into escrow of a confession of judgment in favor of the Lender for the amount of the April 2020 Note plus fees and costs to be filed by the Lender upon the occurrence of an Event of Default (as defined in the April 2020 Note) and other transaction-related documents associated with both the April 2020 Note and the June 2020 Note. The proceeds of the loans, which equal $90,000 after payment of $5,000 in legal fees and $1,000 in due diligence fees, are being used for general corporate purposes. The April 2020 Note and the June 2020 Note will be payable on April 15, 2021 and June 7, 2021, respectively (each, a “Maturity Date”), and bear interest at a rate equal to 12% per annum, with any amount of principal or interest which is not paid when due bearing interest at the rate of 22% per annum. The Lender has the right, at any time during the period beginning on the date that is 180 days following the date of each of the notes and ending on the later of (i) the applicable Maturity Date and (ii) the date of payment of the Default Amount (as defined in the notes), to convert any outstanding and unpaid amount of the notes into shares of RespireRx’s common stock or securities convertible into RespireRx’s common stock (“2020 Note Conversion Shares”), provided that such conversion would not result in the Lender beneficially owning more than 4.99% of RespireRx’s common stock. Subject to certain limitations and adjustments as described in the notes, the Lender may convert at a per share conversion price equal to 61% of the lowest trading price of the common stock as reported by the exchange on which RespireRx’s shares are traded, for the twenty trading days prior to, but excluding, the day upon which a notice of conversion is received by RespireRx. Upon the conversion of all amounts due under each of the April 2020 Note and the June 2020 Note, each would be deemed repaid and terminated. RespireRx may prepay the outstanding principal amount under the April 2020 Note and the June 2020 Note by paying a certain percentage of the sum of the outstanding principal, interest, default interest and other amounts owed. Such percentage varies from 120% to 145% depending on the period in which the prepayment occurs, as set forth in the April 2020 Note and June 2020 Note, respectively. During the period in which each note is outstanding, subject to certain limited exceptions, RespireRx must notify the Lender in advance of closing of any financing transactions with third party investors. At the Lender’s discretion, RespireRx must amend and restate each note, including its conversion terms, and the 2020 Note Conversion Shares to be identical to the instruments evidencing such financing transaction. In consideration of and to induce the Lender to consummate the April 2020 Note referenced herein, the Chief Financial Officer of RespireRx (the “CFO”), on April 15, 2020, issued a limited guaranty in favor of the Lender whereby the CFO guaranteed to the Lender the prompt and full performance and observance by RespireRx of its obligation to promptly cooperate in processing all notices of conversions issued pursuant to the April 2020 Note. Both the April 2020 Note and the June 2020 Note and the shares of common stock issuable upon conversion thereof were offered and sold to the Lender in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws, which include Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 promulgated by the SEC under the 1933 Act. Pursuant to these exemptions, the Lender represented to RespireRx under each Power Up Agreement, among other representations, that it was an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the 1933 Act. The outstanding amounts of the April 2020 Note and June 2020 Note consist of the following at June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Principal amount of notes payable $ 96,000 $ - Unamortized portion of note discounts (82,254 ) Accrued interest payable 1,649 - $ 15,395 $ - 2019 Convertible Notes On November 4, 2019, October 22, 2019, August 19, 2019, May 17, 2019 and April 24, 2019, the Company issued a series of convertible notes (“2019 Convertible Notes”), all similar in nature, all subject to debt issuance costs (“DIC”) and original issue discount (“OID”) and beneficial conversion (“BCF”) features and some subject to the issuance of warrants (“NW”) and/or commitment shares (“CS”) and placement agent fees. Two of the notes had maturity dates nine months after issuance and three were for one year. One note was a master note agreement in the amount of $150,000, but with an initial drawdown of $50,000. The Company evaluated all of the terms of the 2019 Convertible Notes and determined that, in accordance with ASC 815, there were no derivatives to be bifurcated or separately valued. Each of the April, 24, 2019, August 19, 2019 and October 22, 2019 Convertible Notes was satisfied in full by the lenders electing to convert the outstanding balances to common stock during the six-months ended June 30, 2020 and the May 17, 2019 Convertible Note, the maturity date of which was extended to November 17, 2020, was satisfied in full by the lenders electing to convert the outstanding balances to common stock during the three-months ended June 30, 2020, except for $2,747 of accrued interest that remains outstanding. The 2019 Convertible Notes that have balances outstanding as of June 30, 2020 are summarized in the table below. Inception date Maturity date Original principal amount Interest rate Original aggregate DIC, OID, BCF, NW and CS Cumulative amortization of DIC, OID, BCF, NW and CS Principal remaining at June 30, 2020 Accrued Interest at June 30, 2020 Balance sheet carrying amount at June 30, 2020 inclusive of accrued interest November 4, 2019 November 4, 2020 $ 170,000 10 % $ 170,000 $ 148,211 $ 30,500 $ 1,964 $ 10,675 May 17, 2019 May 17, 2020, extended to November 17, 2020 $ 50,000 10 % $ 50,000 $ 50,000 $ - $ 2,747 $ 2,747 Total $ 220,000 $ 220,000 $ 198,211 $ 30,500 $ 4,711 $ 13,422 2018 Q4 and 2019 Q1 Notes and Original Convertible Notes On December 6, 2018, December 7, 2018 and December 31, 2018 the Company issued convertible notes (each a “2018 Q4 Note”) and on January 2, 2019, February 27, 2019, March 6, 2019 and March 14, 2019, the Company issued additional convertible notes (each a “2019 Q1 Note”, respectively and collectively with the “2018 Q4, the “2018 Q4 and 2019 Q1 Notes”) bearing interest at 10% per year. All of the 2018 Q4 and 2019 Q1 Notes matured on either February 28, 2019 or April 30, 2019. The original aggregate principal amount was $190,000. None of the 2018 Q4 and 2019 Q1 Notes were repaid at maturity. The 2018 Q4 and 2019 Q1 Note investors also received an aggregate of 190,000 common stock purchase warrants. The warrants were valued using the Black Scholes option pricing model calculated on the date of each grant and had an aggregate value of $146,805. Total value received by the investors was $336,805, the sum of the face value of the convertible note and the value of the warrant. Therefore, the Company recorded a debt discount associated with the warrant issuance of $82,159 and an initial value of the convertible notes of $107,841 using the relative fair value method. All debt discounts were fully amortized by the original maturity dates. On March 21, 2020, all except one of the 2018 Q4 and 2019 Q1 Note holders exchanged the outstanding principal amount and accrued interest for shares of common stock. The exchange price was $0.015 per share of common stock. The closing price on March 20, 2020, the last trading day before the closing of the exchange agreements which took place on a Saturday, was $0.034 per share of common stock. An aggregate of $155,000 of principal and $17,911 of accrued interest was exchanged for 11,527,407 shares of common stock. The Company recorded a loss on the extinguishment of the exchanged 2018 Q4 Notes and 2019 Q1 Notes of $219,021. As of June 30, 2020, there remains one outstanding 2018 Q4 Note and one outstanding 2019 Q1 Note, both held by the same single investor, with an aggregate principal amount of $35,000 and aggregate accrued interest of $5,321 as of June 30, 2020. The 2019 Convertible Notes discussed above, which the Company does not consider to have arisen from one or more offerings, may be interpreted in such a way that the remaining 2018 Q4 Note and 2019 Q1 Note holders had the right to convert or exchange into such notes. However, no holder of the Q4 2018 and 2019 Notes has requested such a conversion or exchange. The Company does not believe that an offering occurred as of June 30, 2020 or as of the date of the issuance of these financial statements. Therefore, the number of shares of common stock (or preferred stock) into which the remaining 2018 Q4 Note and the remaining 2019 Q1 Note may convert is not determinable and the Company has not accounted for any additional consideration. The warrants to purchase 190,000 shares of common stock issued in connection with the sale of the 2018 Q4 and 2019 Q1 Notes are exercisable at a fixed price of $1.50 per share of common stock, provide no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The warrants issued to the Q4 2018 and Q1 2019 Note holders expire on December 30, 2023. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this financing. The 2018 Q4 Notes and 2019 Q1 Notes consist of the following at June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Principal amount of notes payable $ 35,000 $ 190,000 Accrued interest payable 5,321 17,976 $ 40,321 $ 207,976 Other convertible notes were also sold to investors in 2014 and 2015 (the “Original Convertible Notes), which aggregated a total of $579,500, and had a fixed interest rate of 10% per annum. The Original Convertible Notes have no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The warrants to purchase shares of common stock issued in connection with the sale of the Original Convertible Notes have either been exchanged for common stock or expired. On March 21, 2020, the holder of one of the Original Convertible Notes exchanged $50,000 of principal and $32,875 of accrued interest for 5,525,017 shares of the Company’s common stock. The exchange price was $0.015 per share of common stock. The closing price on March 20, 2020, the last trading day before the closing of the exchange agreements, was $0.034 per share of common stock. The Company recorded a loss on the extinguishment of the exchanged Original Convertible Note of $104,975. The remaining outstanding Original Convertible Notes (including that for which a default notice has been received) consist of the following at June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Principal amount of notes payable $ 75,000 $ 125,000 Accrued interest payable 57,616 82,060 $ 132,616 $ 207,060 As of June 30, 2020, principal and accrued interest on the Original Convertible Note that is subject to a default notice accrues annual interest at 12% instead of 10%, totalled $46,230, of which $21,230 was accrued interest. As of December 31, 2019, principal and accrued interest on Original Convertible Notes subject to default notices totalled $43,666 of which $18,666 was accrued interest. As of June 30,2020 all of the outstanding Original Convertible Notes, inclusive of accrued interest, were convertible into an aggregate of 11,658 shares of the Company’s common stock. Such Original Convertible Notes will continue to accrue interest until exchanged, paid or otherwise discharged. There can be no assurance that any of the additional holders of the remaining Original Convertible Notes will exchange their Original Convertible Notes. Note Payable to SY Corporation Co., Ltd. On June 25, 2012, the Company borrowed 465,000,000 Won (the currency of South Korea, equivalent to approximately $400,000 United States Dollars as of that date) from and executed a secured note payable to SY Corporation Co., Ltd., formerly known as Samyang Optics Co. Ltd. (“SY Corporation”), an approximately 20% common stockholder of the Company at that time. SY Corporation was a significant stockholder and a related party at the time of the transaction but has not been a significant stockholder or related party of the Company subsequent to December 31, 2014. The note accrues simple interest at the rate of 12% per annum and had a maturity date of June 25, 2013. The Company has not made any payments on the promissory note. At June 30, 2013 and subsequently, the promissory note was outstanding and in default, although SY Corporation has not issued a notice of default or a demand for repayment. Management believes that SY Corporation is in default of its obligations under its January 2012 license agreement, as amended, with the Company, but the Company has not yet issued a notice of default. The Company has in the past made several efforts towards a comprehensive resolution of the aforementioned matters involving SY Corporation. During the six-months ended June 30, 2020, there were no further communications between the Company and SY Corporation. The promissory note is secured by collateral that represents a lien on certain patents owned by the Company, including composition of matter patents for certain of the Company’s high impact AMPAkine compounds and the low impact AMPAkine compounds CX2007 and CX2076, and other related compounds. The security interest does not extend to the Company’s patents for its AMPAkine compounds CX1739 and CX1942, or to the patent for the use of AMPAkine compounds for the treatment of respiratory depression. Note payable to SY Corporation consists of the following at June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 387,201 363,280 Foreign currency transaction adjustment (26,760 ) 3,182 $ 760,215 $ 766,236 Interest expense with respect to this promissory note was $11,960 and $11,829 for the three-months and was $23,921 and $23,789 for the six months ended June 30, 2020 and 2019, respectively. Notes Payable to Officers and Former Officers For the three-months ended June 30, 2020 and 2019, $2,817 and $2,561 and for the six-months ended June 30, 2020, $5,633 and $5,094 was charged to interest expense with respect to Dr. Arnold S. Lippa’s notes, respectively. For the three-months ended June 30, 2020 and 2019, $4,228 and $3,843 and for the six-months ended June 30, 2020, $8,439 and $7,645 was charged to interest expense with respect to Dr. James S. Manuso’s notes, respectively. As of September 30, 2018, Dr. James S. Manuso resigned as executive officer in all capacities and as a member of the Board. All of the interest expense noted above for the six-months ended June 30, 2020 and 2019, was incurred while Dr. Manuso was no longer an officer. Other Short-Term Notes Payable Other short-term notes payable at June 30, 2020 and December 31, 2019 consisted of premium financing agreements with respect to various insurance policies. At June 30, 2020, a premium financing agreement was payable in the initial amount of $70,762, with interest at11% per annum, in nine monthly installments of $8,256. In addition, there is a balance of $11,532 of short-term financing of office and clinical trials insurance premiums that includes a prior period premium financing of $2,317. At June 30, 2020 and December 31, 2019, the aggregate amount of the short-term notes payable was $67,262 and $4,635 respectively. | 4. Notes Payable Convertible Notes Payable On November 4, 2019, the Company issued a convertible note (the “November 2019 Convertible Note”) bearing interest at 10% per year. The maturity amount is $170,000 and it matures on November 4, 2020. The Company incurred debt issuance costs of $14,000, which included $8,500 of lender legal fees and $5,500 in placement agency fees paid to Aurora Capital LLC, a registered broker-dealer and an affiliate of the Company. The transaction included a $13,600 original issue discount. The transaction did not include any warrants or commitment shares. The net proceeds to the Company directly from the lender was $147,900, from which the Company then directly paid the $5,500 placement agency fee for final net proceeds of $142,400. Subject to certain limitations and adjustments as described in the November 2019 Convertible Note, the holder may convert the November 2019 Convertible Note at a fixed conversion price of $0.50 per share of common stock, provided that from the date that is six months after the issuance date, the conversion price shall be 60% multiplied by the lowest closing price of the common stock during the twenty (20) consecutive trading days prior to conversion. The Company evaluated all of the terms of the November 2019 Convertible Note and determined that, in accordance with ASC 815, there were no derivatives to be bifurcated or separately valued. However, there were three features of the November 2019 Convertible Note and the related securities purchase agreement that required valuation. They were: (i) the debt issuance costs of $14,000, (ii) the intrinsic value of the beneficial conversion feature, and (iii) the original issue discount of $13,600. The amount to be recorded initially as the amount of the November 2019 Convertible Note was calculated by determining the relative values as percentages of the net proceeds of the November 2019 Convertible Note ($142,400), the beneficial conversion feature ($142,400) The debt issuance costs, original issue discount and the amount recorded as the intrinsic value of the beneficial conversion feature each are being amortized to interest expense on a straight-line basis over the life the November 2019 Convertible Note. The table below provides a summary of the November 2019 Convertible Note as of December 31, 2019. Principal amount of note payable $ 170,000 Debt discounts, net of amortization of $26,940 (143,060 ) Accrued coupon interest 2,701 $ 29,641 On October 22, 2019, the Company issued a convertible note (the “October 2019 Convertible Note”) bearing interest at 10% per year. The maturity amount is $60,000 and it matures on July 22, 2020. The Company incurred debt issuance costs of $3,750 for lender legal fees and due diligence fees. The transaction included a $1,750 original issue discount, a warrant to purchase 175,000 shares of common stock and 10,000 Commitment Shares (as such term is defined in the definitive transaction documents), which were issued in connection with the October 2019 Convertible Note. The net proceeds to the Company were $54,500. Subject to certain limitations and adjustments as described in the October 2019 Convertible Note, the holder may convert the October 2019 Convertible Note at a fixed conversion price of $0.50 per share of common stock, provided that from the date that is six months after the issuance date, the conversion price shall be 60% multiplied by the lowest trading price of the common stock during the twenty (20) consecutive trading days prior to conversion considering only trades of 100 shares of common stock or more. The Company evaluated all of the terms of the October 2019 Convertible Note and determined that, in accordance with ASC 815, there were no derivatives to be bifurcated or separately valued. However, there were five features of the October 2019 Convertible Note and the related securities purchase agreement that required valuation. They were: (i) the debt issuance costs of $3,750, (ii) the intrinsic value of the beneficial conversion feature, (iii) the value of the warrant, (iv) the original issue discount of $1,750, and (v) the value of the Commitment Shares. The Company valued the warrant using the Black-Scholes valuation method utilizing the following assumptions: (i) exercise price of $0.50, (ii) stock price of $0.31, (iii) life of five years, (iv) five-year risk free rate of 1.60% and (v) volatility of 476.01% that results in the value of one warrant of $0.310 and a total warrant value of $54,250. The amount to be recorded initially as the amount of the October 2019 Convertible Note was then calculated by determining the relative values as percentages of the net proceeds of the October 2019 Convertible Note ($54,500), and the warrant (46.23% or $27,738) and the Commitment Shares (2.64% or $1,585). The intrinsic value of the beneficial conversion feature was then calculated based on the value attributed to the October 2019 Convertible Note. The debt issuance costs, original issue discount and the amount recorded as the intrinsic value of the beneficial conversion feature each are being amortized to interest expense on a straight-line basis over the life the October 2019 Convertible Note. The table below provides a summary of the October 2019 Convertible Note as of December 31, 2019. Principal amount of note payable $ 60,000 Debt discounts, net of amortization of $16,490 (47,512 ) Accrued coupon interest 1,167 $ 13,655 On August 19, 2019, the Company issued a convertible note (the “August 2019 Convertible Note”) bearing interest at 10% per year. The maturity amount is $55,000 and it matures on May 19, 2020. The Company incurred debt issuance costs of $2,500 for lender legal fees. The transaction included a $5,000 original issue discount, a warrant to purchase 150,000 shares of common stock and 7,500 Commitment Shares (as such term is defined in the definitive transaction documents), which were issued in connection with the August 2019 Convertible Note. The net proceeds to the Company were $47,500. Subject to certain limitations and adjustments as described in the August 2019 Convertible Note, the holder may convert the August 2019 Convertible Note at a fixed conversion price of $0.50 per share of common stock, provided that from the date that is six months after the issuance date, the conversion price shall be the lower of (a) $0.50 or (b) 60% multiplied by the lowest closing price of the common stock during the twenty (20) consecutive trading days prior to conversion. The Company evaluated all of the terms of the August 2019 Convertible Note and determined that, in accordance with ASC 815, there were no derivatives to be bifurcated or separately valued. However, there were five features of the August 2019 Convertible Note and the related securities purchase agreement that required valuation. They were: (i) the debt issuance costs of $2,500, (ii) the intrinsic value of the beneficial conversion feature, (iii) the value of the warrant, (iv) the original issue discount of $5,000, and (v) the value of the Commitment Shares. The Company amortizes each of these five on a straight-line basis over the life of the August 2019 Convertible Note. The Company valued the warrant using the Black-Scholes valuation method utilizing the following assumptions: (i) exercise price of $0.50, (ii) stock price of $0.65, (iii) life of five years, (iv) five-year risk free rate of 1.47% and (v) volatility of 175.5% that results in the value of one warrant of $0.623 and a total warrant value of $93,450. The amount to be recorded initially as the amount of the August 2019 Convertible Note was then calculated by determining the relative values as percentages of the net proceeds of the August 2019 Convertible Note ($47,500) and the warrant (64.08% or $30,440) and the Commitment Shares (3.34% or $1,588). The intrinsic value of the beneficial conversion feature was then calculated based on the value attributed to the August 2019 Convertible Note. The debt issuance costs, original issue discount and the amount recorded as the intrinsic value of the beneficial conversion feature each are being amortized to interest expense on a straight-line basis over the life the August 2019 Convertible Note. The table below provides a summary of the August 2019 Convertible Note as of December 31, 2019. Principal amount of note payable $ 55,000 Debt discounts, net of amortization of $27,781 (27,218 ) Accrued coupon interest 2,034 $ 29,816 On May 17, 2019, the Company issued a master convertible note (the “May 2019 Convertible Note”) issuable in tranches, bearing interest at 10% per year, bearing a maximum maturity amount of $150,000. The first tranche has a maturity amount of $50,000 and matures on May 17, 2020. There was a stated original issue discount of $5,000 and the Company incurred debt issuance costs of $2,000 for lender legal fees. The net proceeds to the Company were $43,000. Subject to certain limitations and adjustments as described in the May 2019 Convertible Note, the holder may convert from the date of issuance to the maturity date, part or all of the May 2019 Convertible Note, inclusive of accrued interest, into the Company’s common stock at a variable conversion price that is the lesser of (i) lowest trading price as such term is defined in the May 2019 Convertible Note (the lowest closing bid price) in the twenty five day trading period prior to the date of the May 2019 Convertible Note (which price is now fixed at $0.25, the closing bid price on May 16, 2019), or (ii) the variable conversion price (as defined in the May 2019 Convertible Note) which is 61% of the market price (as defined in the May 2019 Convertible Note). The market price is the lowest trading price (closing bid) in the twenty-five day trading day period up to the day prior to the conversion. If at any time while the May 2019 Convertible Note is outstanding, the conversion price is equal to or lower than $0.35, then an additional eleven percent (11%) discount is to be factored into the conversion price until the May 2019 Convertible Note is no longer outstanding (resulting in a discount rate of 50% assuming no other adjustments are triggered). The lowest trading price on the date of inception of the May 2019 Convertible Note ($0.25) and the lowest market price were both below $0.35, the effective conversion rate on the inception date was $0.125. Therefore, on the inception date, the first tranche would have converted into 400,000 shares of the Company’s common stock. The Company evaluated all of the terms of the May 2019 Convertible Note and determined that, in accordance with Accounting Standard Codification (ASC) 815, there were no derivatives to be bifurcated or separately valued. However, there were four features of the May 2019 Convertible Note, the related securities purchase agreement and the warrant that was issued in connection therewith that required valuation. They were: (i) the original issue discount of $5,000, (ii) the debt issuance costs of $2,000, (iii) the beneficial conversion feature and (iv) the value of the warrant. The Company evaluated (iii) the intrinsic value of the beneficial conversion feature for a calculated value of $286,000 (($0.84 closing price minus $0.125 conversion price) x 400,000 shares). The Company calculated the warrant value using the Black-Scholes valuation method, utilizing the following assumptions: (a) exercise price of $1.18 per share, (b) stock price $0.84, (c) three year life (d) three year risk free rate of 2.15% and (e) volatility of 210.19% and determined that the value of one warrant was $0.774 and the total warrant value was $32,796 for the warrant exercisable into 42,373 shares of the Company’s common stock, par value $0.001. The amount to be recorded initially as the amount of the May 2019 Convertible Note was then calculated by determining the relative values as percentages of the net proceeds of the May 2019 Convertible Note ($50,000) and the warrant ($32,796). The intrinsic value of the beneficial conversion feature was then calculated based on the value attributed to the May 2019 Convertible Note. The original issue discount, debt issuance costs, the intrinsic value of the beneficial conversion feature and proceeds allocated to the value of the warrant are being amortized to interest expense on a straight-line basis over the life the May 2019 Convertible Note. On December 9, 2019 the holder of the May 2019 Convertible Note converted $4,554 of principal amount into 130,000 shares of the Company’s common stock ($0.0408 per share). The table below provides a summary of the May 2019 Convertible Note as of December 31, 2019. Principal amount of note payable after payment of $4,554 of principal $ 45,446 Debt discounts, net of amortization of $33,040 (17,181 ) Accrued coupon interest 3,108 $ 31,373 On April 24, 2019, the Company issued a convertible note (“the April 2019 Convertible Note”) bearing interest at 10% per year. The maturity amount is $58,500 and matures on the one-year anniversary which is April 24, 2020. The Company incurred debt issuance costs of $3,500 for lender legal and due diligence fees. There was no stated original issue discount and no warrants were issued in connection with the April 2019 Convertible Note. The net proceeds to the Company were $55,000. Subject to certain limitations and adjustments as described in the April 2019 Convertible Note, the holder may, from the date that is one hundred eighty (180) days after the issuance to the maturity date, convert part or all of the April 2019 Convertible Note, inclusive of accrued interest, into the Company’s common stock at a variable conversion price that is 61% of the market price as defined in the April 2019 Convertible Note. The market price is the lowest trading price, which in turn is the lowest closing bid price in the twenty (20) trading days prior to conversion. The lowest closing bid price in the twenty (20) day period prior to inception was $0.65 which would calculate to a $0.3964 conversion price and further calculate to 147,541 conversion shares to be issued. The Company evaluated all of the terms of the April 2019 Convertible Note and determined that, in accordance with ASC 815, there were no derivatives to be bifurcated or separately valued. However, there were two features of the April 2019 Convertible Note and the related securities purchase agreement that required valuation. They were: (i) the debt issuance costs of $3,500, and (ii) the intrinsic value of the beneficial conversion feature. The Company evaluated (ii) as the closing price on the inception date minus the conversion price multiplied by the number of conversion shares and determined that the beneficial conversion feature had an intrinsic value of $44,950 (($0.701 closing price minus $0.3964 conversion price) x 147,541 shares). The debt issuance costs and the amount recorded as the intrinsic value of the beneficial conversion feature are each being amortized to interest expense on a straight-line basis over the life the April 2019 Convertible Note. On November 12, 2019 the holder of the April 2019 Convertible Note converted $10,000 of principal amount into 81,967 shares of the Company’s common stock ($0.1220 per share). On October 28, 2019 the same holder converted $10,000 of principal amount of the April 2019 Convertible Note into 73,529 shares of the Company’s common stock ($0.1360 per share). (See Note 10. Subsequent Events). The table below provides a summary of the April 2019 Convertible Note as of December 31, 2019. Principal amount of note payable after payment of $20,000 of principal $ 38,500 Debt discounts, net of amortization of $37,762 (10,688 ) Accrued coupon interest 4,257 $ 32,069 On January 2, 2019, February 27, 2019, March 6, 2019 and March 14, 2019, the Company issued convertible notes (each a “2019 Q1 Convertible Note and collectively, the “2019 Q1 Convertible Notes”) bearing interest at 10% per year. The 2019 Q1 Convertible Notes issued on January 2, 2019 matured on February 28, 2019 with a face amount of $10,000. The 2019 Q1 Convertible Notes issued on February 27, 2019, March 6, 2019 and March 14, 2019 matured on April 30, 2019 with an aggregate face amount of $100,000. Investors who purchased 2019 Q1 Convertible Notes also received an aggregate of 110,000 common stock purchase warrants. The warrants were valued using the Black Scholes option pricing model calculated on the date of each grant and had an aggregate value of $78,780. Total value received by the investors was $188,780, the sum of the face value of the convertible note and the value of the warrant. Therefore, the Company recorded a debt discount associated with the warrant issuance of $45,812 and an initial value of the convertible notes of $64,188 using the relative fair value method. An additional $9,464 of interest expense was recorded based upon the 10% annual rate for the year ended December 31, 2019. As of December 31, 2019, none of the 2019 Q1 Convertible Notes were paid and each remained outstanding and continued to accrue interest. Although the 2019 Q1 Convertible Notes are in default, the Company has not received any notices of default from any of the note holders. The 2019 Q1 Convertible Notes have no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events other than the right, but not the obligation, for each investor to convert or exchange his or her 2019 Q1 Convertible Note, but not the warrant, into the next exempt private securities offering. The April 2019 Convertible Note, the May 2019 Convertible Note, the August 2019 Convertible Note, the October 2019 Convertible Note and the November 2019 Convertible Note, which the Company does not consider to have arisen from offerings, may be interpreted in such a way that the 2019 Q1 Convertible Note Holders have the right to convert or exchange. However, no holders of 2019 Q1 Convertible Notes requested a conversion or exchange in connection with the issuance of such notes. The Company does not believe that an offering occurred as of December 31, 2019 or as of the date of the issuance of these financial statements. Therefore, the number of shares of common stock (or preferred stock) into which the 2019 Q1 Convertible Notes may convert is not determinable and the Company has not accounted for any additional consideration. The warrants to purchase 110,000 shares of common stock issued in connection with the sale of the 2019 Q1 Convertible Notes are exercisable at a fixed price of $1.50 per share of common stock, provide no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with the 2019 Q1 Convertible Notes. During December 2018, convertible notes (“2018 Convertible Notes”) bearing interest at 10% per year and maturing on February 28, 2019 and warrants were sold to investors with an aggregate face amount of $80,000. Investors also received 80,000 common stock purchase warrants. The warrants were valued using the Black Scholes option pricing model calculated on the date of each grant and had an aggregate value of $68,025. Total value received by the investors was $148,025, the sum of the face value of the 2018 Convertible Notes and the value of the warrant. Therefore, the Company recorded a debt discount associated with the issuance of the warrants of $36,347 and an initial value of the 2018 Convertible Notes of $43,653 using the relative fair value method. An additional $8,111 and $401 of interest expense was recorded based upon the 10% annual rate for the years ended December 31, 2019 and 2018 respectively. The 2018 Convertible Notes matured on February 28, 2019, were not paid, remain outstanding and continue to accrue interest. Although the 2018 Convertible Notes are in default, the Company has not received any notices of default from any of the note holders. The 2018 Convertible Notes have no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events other than the right, but not the obligation for each investor to convert or exchange his or her 2018 Convertible Note, but not the warrant, into the next exempt private securities offering. The May 2019 Convertible Note and April 2019 Convertible Note, which the Company does not consider to have arisen from an offering, may be interpreted in such a way that the 2019 Q1 Convertible Note Holders have the right to convert or exchange. However, no holders of such notes have requested a conversion or exchange. The Company does not believe that an offering occurred as of December 31, 2019 or as of the date of the issuance of these financial statements. Therefore, the number of shares of common stock (or preferred stock) into which the 2018 Convertible Notes may convert is not determinable and the Company has not accounted for any additional consideration. The warrants to purchase 80,000 shares of common stock issued in connection with the sale of the 2018 Convertible Notes are exercisable at a fixed price of $1.50 per share of common stock, provide no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this financing. The 2018 Convertible Notes and 2019 Q1 Convertible Notes consist of the following at December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Principal amount of notes payable $ 190,000 $ 80,000 Discount associated with issuance of warrants net of amortization of $82,159 as of December 31, 2019 and $8,379 as of December 31, 2018 - (27,968 ) Accrued interest payable 17,976 401 $ 207,976 $ 52,433 Convertible notes were also sold to investors in 2014 and 2015 (“Original Convertible Notes), which aggregated a total of $579,500, had a fixed interest rate of 10% per annum and those that remain outstanding are convertible into common stock at a fixed price of $11.3750 per share. The Original Convertible Notes have no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The warrants to purchase 50,945 shares of common stock issued in connection with the sale of the convertible notes have either been exchanged as part of April and May 2016 note and warrant exchange agreements or expired on September 15, 2016. The maturity date of the Original Convertible Notes was extended to September 15, 2016 and included the issuance of 27,936 additional warrants to purchase common stock, exercisable at $11.375 per share of common stock, which expired on September 15, 2016. The remaining outstanding Original Convertible Notes (including those for which default notices have been received) consist of the following at December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Principal amount of notes payable $ 125,000 $ 125,000 Accrued interest payable 82,060 62,233 $ 207,060 $ 187,233 As of December 31, 2019, principal and accrued interest on the Original Convertible Note that is subject to a default notice accrues annual interest at 12% instead of 10%, totaled $43,666, of which $18,666 was accrued interest. As of December 31, 2018, principal and accrued interest on Original Convertible Notes subject to default notices totaled $38,292 of which $13,292 was accrued interest. As of December 31, 2019 all of the outstanding Original Convertible Notes, inclusive of accrued interest, were convertible into an aggregate of 18,204 shares of the Company’s common stock, including 7,217 shares attributable to accrued interest of $82,060 payable as of such date. As of December 31, 2018, the outstanding Original Convertible Notes were convertible into 16,460 shares of the Company’s common stock, including 5,471 shares attributable to accrued interest of $62,233 payable as of such date. Such Original Convertible Notes will continue to accrue interest until exchanged, paid or otherwise discharged. There can be no assurance that any of the additional holders of the remaining Original Convertible Notes will exchange their notes. Note Payable to SY Corporation Co., Ltd. On June 25, 2012, the Company borrowed 465,000,000 Won (the currency of South Korea, equivalent to approximately $400,000 United States Dollars) from and executed a secured note payable to SY Corporation Co., Ltd., formerly known as Samyang Optics Co. Ltd. (“SY Corporation”), an approximately 20% common stockholder of the Company at that time. SY Corporation was a significant stockholder and a related party at the time of the transaction, but has not been a significant stockholder or related party of the Company subsequent to December 31, 2014. The note accrues simple interest at the rate of 12% per annum and had a maturity date of June 25, 2013. The Company has not made any payments on the promissory note. At June 30, 2013 and subsequently, the promissory note was outstanding and in default, although SY Corporation has not issued a notice of default or a demand for repayment. The Company believes that SY Corporation is in default of its obligations under its January 2012 license agreement, as amended, with the Company, but the Company has not yet issued a notice of default. The Company intends to continue efforts towards a comprehensive resolution of the aforementioned matters involving SY Corporation. The promissory note is secured by collateral that represents a lien on certain patents owned by the Company, including composition of matter patents for certain of the Company’s high impact AMPAkine compounds and the low impact AMPAkine compounds CX2007 and CX2076, and other related compounds. The security interest does not extend to the Company’s patents for its AMPAkine compounds CX1739 and CX1942, or to the patent for the use of AMPAkine compounds for the treatment of respiratory depression. Note payable to SY Corporation consists of the following at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 363,280 315,307 Foreign currency transaction adjustment 3,182 29,360 $ 766,236 $ 744,441 Interest expense with respect to this promissory note was $47,971 and $47,973 for years ended December 31, 2019 and 2018, respectively. Advances from and Notes Payable to Officers On January 29, 2016, Dr. Arnold S. Lippa, the Company’s Interim President, Interim Chief Executive Officer, Chief Scientific Officer and Chairman of the Board of Directors, advanced $52,600 to the Company for working capital purposes under a demand promissory note with interest at 10% per annum. On September 23, 2016, Dr. Lippa advanced $25,000 to the Company for working capital purposes under a second demand promissory note with interest at 10% per annum. The notes are secured by the assets of the Company. Additionally, on April 9, 2018, Dr. Lippa advanced another $50,000 to the Company as discussed in more detail below. In connection with the loans, Dr. Lippa was issued fully vested warrants to purchase 15,464 shares of the Company’s common stock, 10,309 of which have an exercise price of $5.1025 per share and 5,155 of which have an exercise price of $4.85 which were the closing prices of the Company’s common stock on the respective dates of grant. The warrants expired on January 29, 2019 and September 23, 2019, respectively. On February 2, 2016, Dr. James S. Manuso, the Company’s then Chief Executive Officer and Vice Chairman of the Board of Directors, advanced $52,600 to the Company for working capital purposes under a demand promissory note with interest at 10% per annum. On September 22, 2016, Dr. Manuso, advanced $25,000 to the Company for working capital purposes under a demand promissory note with interest at 10% per annum. The notes are secured by the assets of the Company. Additionally, on April 9, 2018, Dr. Manuso advanced another $50,000 to the Company as discussed in more detail below. In connection with the loans, Dr. Manuso was issued fully vested warrants to purchase 13,092 shares of the Company’s common stock, 8,092 of which have an exercise price of $6.50 per share and 5,000 of which have an exercise price of $5.00, which were the closing market prices of the Company’s common stock on the respective dates of grant. The warrants expired on February 2, 2019 and September 22, 2019, respectively. On April 9, 2018, Dr. Arnold S. Lippa, the Company’s Interim President, Interim Chief Executive Officer, Chief Scientific Officer and Chairman of the Board of Directors and Dr. James S. Manuso, the Company’s then Chief Executive Officer and Vice Chairman of the Board of Directors, advanced $50,000 each, for a total of $100,000, to the Company for working capital purposes. Each note is payable on demand after June 30, 2018. Each note was subject to a mandatory exchange provision that provided that the principal amount of the note would be mandatorily exchanged into a board approved offering of the Company’s securities, if such offering held its first closing on or before June 30, 2018 and the amount of proceeds from such first closing was at least $150,000, not including the principal amounts of the notes that would be exchanged, or $250,000 including the principal amounts of such notes. Upon such exchange, the notes would be deemed repaid and terminated. Any accrued but unpaid interest outstanding at the time of such exchange will be (i) repaid to the note holder or (ii) invested in the offering, at the note holder’s election. A first closing did not occur on or before June 30, 2018. Dr. Arnold S. Lippa agreed to exchange his note into the board approved offering that had its initial closing on September 12, 2018. Accrued interest on Dr. Lippa’s note was not exchanged. As of December 31, 2019, Dr. James S. Manuso had not exchanged his note. During the year ended December 31, 2019, Dr. Lippa advanced on an interest free basis the Company $38,000 of which $13,000 was repaid to Dr. Lippa. The outstanding balance of the advance is payable on demand. During the year ended December 31, 2019, the Company repaid $1,000 to Jeff Margolis related to $6,500 of interest free advances Mr. Margolis made to the Company during the year ended December 2018. The outstanding balance of the advance is payable on demand. For the fiscal years ended December 31, 2019 and 2018, $10,272 and $11,268 was charged to interest expense with respect to Dr. Lippa’s notes, respectively. For the fiscal years ended December 31, 2019 and 2018, $15,416 and $12,769 was charged to interest expense with respect to Dr. James S. Manuso’s notes, respectively. As of September 30, 2018, Dr. James S. Manuso resigned his executive officer positions and as a member of the Board of Directors of the Company. All of the interest expense noted above for 2019 was incurred while Dr. Manuso was no longer an officer. With respect to the year ended December 31, 2019, of the $12,769 of interest expense noted above, $3,564 was incurred while Dr. Manuso was no longer an officer. Other Short-Term Notes Payable Other short-term notes payable at December 31, 2019 and December 31, 2018 consisted of premium financing agreements with respect to various insurance policies. At December 31, 2019, a premium financing agreement was payable in the initial amount of $61,746, with interest at 9% per annum, in ten monthly installments of $7,120, and another premium financing arrangement was payable in the initial amount of $9,322 payable in equal quarterly installments. At December 31, 2019 and 2018, the aggregate amount of the short-term notes payable was $4,635 and $8,907 respectively. |
Settlement and Payment Agreemen
Settlement and Payment Agreements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Warrants Expired, Exercise Price | ||
Settlement and Payment Agreements | 5. Settlement and Payment Agreements On December 16, 2019, RespireRx and Salamandra, LLC (“Salamandra”) entered into an amendment to the settlement agreement and release, executed August 21, 2019 (the “Original Settlement Agreement” and as amended, the “Amended Settlement Agreement”) regarding $202,395 owed by the Company to Salamandra (as reduced by any further payments by the Company to Salamandra, the “Full Amount”) in connection with an arbitration award previously granted in favor of Salamandra in the Superior Court of New Jersey. Under the terms of the Original Settlement Agreement, the Company was to pay Salamandra $125,000 on or before November 30, 2019 in full satisfaction of the Full Amount owed, subject to conditions regarding the Company’s ability to raise certain dollar amounts of working capital. Under the Amended Settlement Agreement, (i) the Company was to pay and the Company paid to Salamandra $25,000 on or before December 21, 2019, (ii) upon such payment, Salamandra ceased all collection efforts against the Company until March 31, 2020 (the “Threshold Date”), and (iii) the Company was to pay to Salamandra $100,000 on or before the Threshold Date if the Company had at that time raised $600,000 in working capital. Such payments by the Company would have constituted satisfaction of the Full Amount owed and would have served as consideration for the dismissal of the action underlying the arbitration award and the mutual releases set forth in the Amended Settlement Agreement. If the Company had raised less than $600,000 in working capital before the Threshold Date, the Company was to pay to Salamandra an amount equal to 21% of the working capital amount raised, in which case such payment would have reduced the Full Amount owed on a dollar-for-dollar basis, and Salamandra would then have been able to seek collection on the remainder of the debt. The Company made the initial payment of $25,000 in December 2019, but did not make the subsequent required payment on March 31, 2020, nor has any payment been made during the three-months ended June 30, 2020. The Company has initiated further discussions with the intent of reaching a revised settlement agreement which cannot be assured. In June 2020, the Company made a settlement proposal to a vendor, the terms of which, if accepted by the vendor would supersede a prior agreement in principle originally reached on September 23, 2019 regarding the payment schedule of undisputed amounts owed by the Company to the vendor. The current proposal includes, among other things, an extension of time until December 31, 2020 to raise the amounts owed. Neither the original agreement in principle nor the discussion of amendments has resulted in a formal agreement. The original agreement in principle called for a payment of a minimum of $100,000 on or before November 30, 2019 assuming the Company had raised at least $600,000 by that date and thereafter called for a payment of $50,000 per month until paid in full. No payments had been made through June 30, 2020 with respect to the original agreement in principle. The currently proposed settlement has not yet been accepted and is being reviewed by the vendor and calls for a payment of $100,000 if RespireRx is able to raise $700,000 by December 31, 2020 with subsequent settlement payments of $50,000 per month with a residual final payment of less than $50,000 representing the remaining balance. Under the proposal, if RespireRx raises less than $700,000 by December 31, 2020, the Company may cancel a portion of the amount owed to the vendor by paying at least 21% of the working capital raised which amount would reduce the amount owed dollar-for-dollar and the vendor would be able to seek collection of the balance. The due date of the $100,000 annual amount payable to the University of Illinois that was originally due on December 31, 2019 pursuant to the 2014 License Agreement (as defined below), was extended to June 30, 2020 and further extended to July 7, 2020 when it was paid in full (See Note 9. Subsequent Events). | 5. Settlement and Payment Agreements On December 16, 2019, RespireRx and Salamandra, LLC (“Salamandra”) entered into an amendment (the “Amendment”) to the settlement agreement and release, executed August 21, 2019 (the “Original Settlement Agreement” and as amended, the “Amended Settlement Agreement”) regarding $202,395 owed by the Company to Salamandra (as reduced by any further payments by the Company to Salamandra, the “Full Amount”) in connection with an arbitration award previously granted in favor of Salamandra in the Superior Court of New Jersey. Under the terms of the Original Settlement Agreement, the Company was to pay Salamandra $125,000 on or before November 30, 2019 in full satisfaction of the Full Amount owed, subject to conditions regarding the Company’s ability to raise certain dollar amounts of working capital. Under the Amended Settlement Agreement, (i) the Company must pay and the Company paid to Salamandra $25,000 on or before December 21, 2019, (ii) upon such payment, Salamandra ceased all collection efforts against the Company until March 31, 2020 (the “Threshold Date”), and (iii) the Company must pay to Salamandra $100,000 on or before the Threshold Date if the Company has at that time raised $600,000 in working capital. Such payments by the Company would constitute satisfaction of the Full Amount owed and would serve as consideration for the dismissal of the action underlying the arbitration award and the mutual releases set forth in the Amended Settlement Agreement. If the Company raises less than $600,000 in working capital before the Threshold Date, the Company may pay to Salamandra an amount equal to 21% of the working capital amount raised, in which case such payment will reduce the Full Amount owed on a dollar-for-dollar basis, and Salamandra may then seek collection on the remainder of the debt. The Company did not make the requirement payment on March 31, 2020 and has initiated further discussions with the intent of reaching a revised settlement agreement which cannot be assured. In February 2020, the Company and a vendor agreed to discuss amendments to an agreement in principal reached on September 23, 2019, whereby the Company and a vendor agreed in principle to a proposed settlement agreement, which has not resulted in a formal agreement. The discussions included, among other things, an extension of time to raise the amount discussed below. The September 23, 2019 agreement in principal calls for no reduction in the overall amount to be paid by the Company, which amount is not in dispute, but addresses only a payment schedule. The agreement in principal calls for a payment of a minimum of $100,000 on or before November 30, 2019 assuming the Company has raised at least $600,000 by that date and thereafter calls for a payment of $50,000 per month until paid in full. If the Company does not make a scheduled payment, the agreement in principal would be deemed null and void. On April 5, 2018, the Company issued 185,388 common stock purchase options to Robert N. Weingarten, the Company’s former Chief Financial Officer and 125,000 common stock purchase options to Pharmaland Executive Consulting Services LLC (“Pharmaland”) exercisable until April 5, 2023 at $1.12 per share of common stock, which was the closing price of the common stock as quoted on the OTC QB on that date. All of these common stock purchase options vested immediately. Each of the common stock purchase options were valued on the issuance date based upon a Black-Scholes valuation method at $1.081. Mr. Weingarten simultaneously with the issuance of the common stock purchase options, agreed to forgive $200,350 of accrued compensation owed to him. The value of the options granted to Mr. Weingarten was $200,404. The resulting loss on extinguishment of the accrued liability was $54. The common stock purchase options issued to Pharmaland was in partial payment of accounts payable owed. The common stock purchase options issued to Pharmaland had a value of $135,125 and the accounts payable extinguished was $124,025. The loss on extinguishment of this accounts payable was $11,100. On November 21, 2018, the Company issued 283,643 shares of common stock with a value of $198,550 to designees of one of its intellectual property law firms as partial settlement of accounts payable due to the law firm. There was no gain or loss on the settlement of this accounts payable. On November 21, 2018, the Company granted a non-qualified stock option (“NQSO”) to purchase 21,677 shares of common stock to a vendor to settle $15,000 of accounts payable due to that vendor. The NQSO vested immediately with respect to 14,452 shares of common stock and on November 30, 2018 with respect to an additional 7,225 shares of common stock. As of December 31, 2018, the NQSO has vested with respect to all shares. The NQSO has a term of 5 years and have an exercise price of $0.70 per share, which was the closing price on the trading day of the grant date. The NQSO was valued using the Black-Scholes option pricing model resulting value was $0.692 per NQSO. There was no gain or loss on the extinguishment of the accounts payable. The Company continues to explore ways to reduce its obligations and indebtedness and might in the future enter into additional settlement and payment agreements. |
Stockholders' Deficiency
Stockholders' Deficiency | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Stockholders' Deficiency | 6. Stockholders’ Deficiency Reserved and Unreserved Shares of Common Stock At June 30, 2020, RespireRx had 1,000,000,000 shares of common stock authorized and 222,307,381 shares of common stock issued and outstanding. RespireRx has reserved 11 shares of common stock for conversion of the Series B Preferred Stock, 55,578,263 shares of common stock for conversion of various convertible notes, 124,514,653 for warrant exercises and 4,188,630 for the exercise of outstanding options. RespireRx has reserved 63,236 shares of common stock with respect unissued shares available for issuance from the 2014 Plan and 54,427,342 shares of common stock with respect to unissued shares available for issuance from the 2015 Plan. RespireRx has reserved 6,497 Pier Contingent shares. There are 538,913,987 shares of common stock available for issuance. The above amounts do not include contractual reserve requirements of certain convertible notes and exercisable warrants in excess of actual conversion or exercise amounts. RespireRx believes that the common stock available for issuance is adequate to meet the contractual reserve requirements at all times. Preferred Stock RespireRx has authorized a total of 5,000,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2020 and December 31, 2019, 1,250,000 shares were designated as 9% Cumulative Convertible Preferred Stock; 37,500 shares were designated as Series B Convertible Preferred Stock (non-voting, “Series B Preferred Stock”); 205,000 shares were designated as Series A Junior Participating Preferred Stock; and 1,700 shares were designated as Series G 1.5% Convertible Preferred Stock. Accordingly, as of June 30, 2020 and December 31, 2019, 3,505,800 shares of preferred stock were undesignated and were able to be issued with such rights and powers as the Board of Directors may designate. On July 13, 2020, RespireRx designated 1,200 shares of Series H, Voting, Non-participating, Convertible Preferred Stock (“Series H Preferred Stock”) reducing the number of shares of preferred stock that were undesignated to 3,504,600 as of July 13, 2020 (See Note 9. Subsequent Events). Series B Preferred Stock outstanding as of June 30, 2020 and 2019 consisted of 37,500 shares issued in a May 1991 private placement. Each share of Series B Preferred Stock is convertible into approximately 0.00030 shares of common stock at an effective conversion price of $2,208.375 per share of common stock, which is subject to adjustment under certain circumstances. As of June 30, 2020 and December 31, 2019, the shares of Series B Preferred Stock outstanding are convertible into 11 shares of common stock. RespireRx may redeem the Series B Preferred Stock for $25,001, equivalent to $0.6667 per share, an amount equal to its liquidation preference, at any time upon 30 days prior notice. Common Stock There were 222,307,381 shares of RespireRx’s Common Stock outstanding as of June 30, 2020. As of March 31, 2020, RespireRx did not have enough authorized shares to reserve for all conversions of convertible debt as well as common stock purchase options and warrants exercises. Assuming everything had been reserved, there would have been no shares of RespireRx’s common stock available for future issuances. On March 21, 2020, the Board of Directors approved an amendment to the Certificate of Incorporation to increase the authorized shares of common stock from 65,000,000 shares to 1,000,000,000 (one billion) shares subject to approval by the holders of a majority of voting stock of RespireRx, appropriate notification of all shareholders and subject to the authorized officers making the appropriate filings with the Secretary of State of the State of Delaware. On March 22, 2020, holders of a majority of voting stock of RespireRx consented to this increase in writing without a meeting. The amendment to the Certificate of Incorporation and increase in the number of authorized shares of common stock became effective on April 30, 2020 when RespireRx filed the amendment with the Secretary of State of Delaware. Common Stock Warrants Information with respect to the issuance and exercise of common stock purchase warrants in connection with the Convertible Note Payable and Warrant Purchase Agreement, and Notes Payable to Officers, is provided at Note 4 Notes Payable. A summary of warrant activity for the six-months ended June 30, 2020 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2019 2,191,043 $ 1.87109 3.44000 Warrants issued due to anti-dilution provisions increasing number of originally issued warrants included in December 31, 2019 balance 138,824,795 0.00153 3.70650 Exercised (16,501,185 ) 0.00157 - Warrants outstanding and exercisable at June 30, 2020 124,514,653 $ 0.03272 3.78506 The exercise prices of common stock warrants outstanding and exercisable are as follows at June 30, 2020: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 0.001485 58,922,559 58,922,559 October 22, 2024 $ 0.001530 41,643,423 41,643,423 August 19, 2024 $ 0.001600 22,125,000 22,125,000 May 17, 2022 $ 1.000000 916,217 916,217 September 20, 2022 $ 1.500000 190,000 190,000 December 30, 2023 $ 1.562000 130,284 130,284 December 31, 2021 $ 1.575000 238,814 238,814 April 30, 2023 $ 2.750000 8,000 8000 September 20, 2022 $ 4.875000 108,594 108,594 September 30, 2020 $ 6.834800 145,758 145,758 September 30, 2020 $ 7.930000 86,004 86,004 February 28, 2021 124,514,653 124,514,653 Based on a value of $0.0064 per share on June 30, 2020, there were 122,690,982 exercisable in-the-money common stock warrants as of June 30, 2020. A summary of warrant activity for the six months ended June 30, 2019 is presented below. Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Life (in Years) Warrants outstanding at December 31, 2018 1,783,229 $ 2.20393 3.06 Issued 152,372 1.41101 Expired (59,403 ) 2.65928 Warrants outstanding at June 30, 2019 1,876,198 $ 2.12512 2.79 Warrants exercisable at June 30, 2019 1,876,198 $ 2.12512 2.79 The exercise prices of common stock warrants outstanding and exercisable are as follows at June 30, 2019: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 1.0000 916,217 916,217 September 20, 2022 $ 1.1800 42,372 42,372 May 17, 2022 $ 1.5000 190,000 190,000 December 30, 2023 $ 1.5620 130,284 130,284 December 31, 2021 $ 1.5750 238,814 238,814 April 30, 2023 $ 2.7500 8,000 8,000 September 20, 2022 $ 4.8500 5,155 5,155 September 23, 2019 $ 4.8750 108,594 108,594 September 30, 2020 $ 5.0000 5,000 5,000 September 22, 2019 $ 6.8348 145,758 145,758 September 30, 2020 $ 7.9300 86,004 86,004 February 28, 2021 1,876,198 1,876,198 Based on a fair market value of $0.70 per share on June 30, 2019, there was no intrinsic value of exercisable in-the-money common stock warrants as of June 30, 2019. Stock Options On March 18, 2014, RespireRx adopted its 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan (the “2014 Plan”). The Plan permits the grant of options and restricted stock with respect to up to 325,025 shares of common stock, in addition to stock appreciation rights and phantom stock, to directors, officers, employees, consultants and other service providers of the Company. On June 30, 2015, the Board of Directors adopted the 2015 Stock and Stock Option Plan (as amended, the “2015 Plan”). As of March 31, 2020, there were 8,985,260 shares that may be issued under the 2015 Plan. On May 5, 2020 the Board of Directors increased the number of shares that may be issued under the 2015 Plan to 58,985,260. On July 31, 2020 the Board of Directors increased the number of shares that may be issued under the 2015 Plan to 158,985, 260. (See Note 9. Subsequent Events). The Company has not and does not intend to present the 2015 Plan to stockholders for approval. Other than the change in the number of shares available under the 2015 Plan, no other changes were made to the 2015 Plan by these amendments noted above. There were no stock or stock option grants during the three-months and six months ended June 30, 2020 or in the three-months and six-months ended June 30, 2019. See Note 9. Subsequent Events for a description of stock options granted on July 31, 2020. Information with respect to the Black-Scholes variables used in connection with the evaluation of the fair value of stock-based compensation costs and fees is provided at Note 3 Summary of Significant Accounting Policies. A summary of stock option activity for the six-months ended June 30, 2020 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2019 4,287,609 $ 3.3798 4.98 Expired (98,979 ) 6.6242 - Options outstanding at June 30, 2020 4,188,630 $ 3.3031 4.59 Options exercisable at June 30, 2020 4,188,630 $ 3.3031 4.59 The exercise prices of common stock options outstanding and exercisable were as follows at June 30, 2020: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.7000 21,677 21,677 November 21, 2023 $ 1.1200 310,388 310,388 April 5, 2023 $ 1.2500 16,762 16,762 December 7, 2022 $ 1.3500 34,000 34,000 July 28, 2022 $ 1.4500 1,849,418 1,849,418 December 9, 2027 $ 1.4500 100,000 100,000 December 9, 2027 $ 2.0000 285,000 285,000 June 30, 2022 $ 2.0000 25,000 25,000 July 26, 2022 $ 3.9000 395,000 395,000 January 17, 2022 $ 4.5000 7,222 7,222 September 2, 2021 $ 5.7500 2,608 2,608 September 12, 2021 $ 6.4025 27,692 27,692 August 18, 2020 $ 6.4025 129,231 129,231 August 18, 2022 $ 6.4025 261,789 261,789 August 18, 2025 $ 6.8250 8,791 8,791 December 11, 2020 $ 7.3775 523,077 523,077 March 31, 2021 $ 8.1250 169,231 169,231 June 30, 2022 $ 13.9750 3,385 3,385 March 14, 2024 $ 15.9250 2,462 2,462 February 28, 2024 $ 19.5000 9,487 9,487 July 17, 2022 $ 19.5000 6,410 6,410 August 10, 2022 4,188,630 4,188,630 There was no deferred compensation expense for the outstanding and unvested stock options at June 30, 2020. Based on a fair value of $0.0064 per share on June 30, 2020, there were no exercisable in-the-money common stock options as of June 30, 2020. | 6. Stockholders’ Deficiency Preferred Stock The Company has authorized a total of 5,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2019 and 2018, 1,250,000 shares were designated as 9% Cumulative Convertible Preferred Stock (non-voting, “9% Preferred Stock”); 37,500 shares were designated as Series B Convertible Preferred Stock (non-voting, “Series B Preferred Stock”); 205,000 shares were designated as Series A Junior Participating Preferred Stock (non-voting, “Series A Junior Participating Preferred Stock”); and 1,700 shares were designated as Series G 1.5% Convertible Preferred Stock. Accordingly, as of December 31, 2019, 3,505,800 shares of preferred stock were undesignated and may be issued with such rights and powers as the Board of Directors may designate. There were no shares of 9% Preferred Stock or Series A Junior Participating Preferred Stock or Series G 1.5% Convertible Preferred Stock outstanding as of December 31, 2019 and 2018. Series B Preferred Stock outstanding as of December 31, 2019 and 2018 consisted of 37,500 shares issued in a May 1991 private placement. Each share of Series B Preferred Stock is convertible into approximately 0.00030 shares of common stock at an effective conversion price of $2,208.375 per share of common stock, which is subject to adjustment under certain circumstances. As of December 31, 2019 and 2018, the shares of Series B Preferred Stock outstanding are convertible into 11 shares of common stock. The Company may redeem the Series B Preferred Stock for $25,001, equivalent to $0.6667 per share, an amount equal to its liquidation preference, at any time upon 30 days prior notice. Common Stock There are 4,175,072 shares of the Company’s Common Stock outstanding as of December 31, 2019. After reserving for conversions of convertible debt as well as common stock purchase options and warrants exercises, there were 42,831,291 shares of the Company’s Common Stock available for future issuances as of December 31, 2019. After accounting for excess reserves required by the April 2019 Convertible Note, the May 2019 Convertible Note, the August 2019 Convertible Note, the October 2019 Convertible Note and the November 2019 Convertible Note, there were 3,438,021 available for future issuances as of December 31, 2019. Each conversion of such 2019 Convertible Notes reduces the excess reserve requirements. 2018 Unit Offering On September 12, 2018, the Company consummated an initial closing on an offering (“2018 Unit Offering”) of Units comprised of one share of the Company’s common stock and one common stock purchase warrant. The 2018 Unit Offering was for up to $1.5 million and had a final termination date of October 15, 2018. The initial closing was for $250,750 of which $200,750 was the gross cash proceeds. The additional $50,000 was represented by the conversion into the 2018 Unit Offering of the principal amount of the Arnold S. Lippa, Demand Promissory Note described below. With the exchange of Dr. Lippa’s Demand Promissory Note into the 2018 Unit Offering, 47,620 warrants exercisable at 150% of the unit price ($1.575) per share of common stock and expiring on April 30, 2023 were issued with a value of $49,975 which amount was considered a loss on the extinguishment of that officer note and which amount was credited to additional paid-in capital. Units were sold for $1.05 per unit and the warrants issued in connection with the units are exercisable through April 30, 2023 at a fixed price of 150% of the unit purchase price. The warrants contain a cashless exercise provision and certain blocker provisions preventing exercise if the investor would beneficially own more than 4.99% of the Company’s outstanding shares of common stock as a result of such exercise. The warrants are also subject to redemption by the Company at $0.001 per share upon ten (10) days written notice if the Company’s common stock closes at $3.00 or more for any five (5) consecutive trading days. In total, 238,814 shares of the Company’s common stock and 238,814 common stock purchase warrants were purchased. Other than Arnold S. Lippa, the investors in the offering were not affiliates of the Company. Investors also received an unlimited number of piggy-back registration rights in respect to the shares of common stock and the shares of common stock underlying the common stock purchase warrants, unless such common stock is eligible to be sold with volume limits under an exemption from registration under any rule or regulation of the SEC that permits the holder to sell securities of the Company to the public without registration and without volume limits (assuming the holder is not an affiliate). The shares of common stock and common stock purchase warrants were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of Regulation D promulgated thereunder. None of the shares of common stock issued as part of the units, the common stock purchase warrants, the Common Stock issuable upon exercise of the common stock purchase warrants or any warrants issued to a qualified referral source (of which there were none in the initial closing) have been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. In addition, as set forth in the Purchase Agreements, each Purchaser had an unlimited number of exchange rights, which were options and not obligations, to exchange such Purchaser’s entire investment as defined (but not less than the entire investment) into one or more subsequent equity financings (consisting solely of convertible preferred stock or common stock or units containing preferred stock or common stock and warrants exercisable only into preferred stock or common stock) that would be considered as “permanent equity” under United States Generally Accepted Accounting Principles and the rules and regulations of the United States Securities and Exchange Commission, and therefore classified within stockholders’ equity, and excluding any form of debt or convertible debt or preferred stock redeemable at the discretion of the holder (each such financing a “Subsequent Equity Financing”). The exchange rights expired on December 31, 2018. Common Stock Warrants In October 2019, the Company issued a warrant to purchase 175,000 shares of common stock in conjunction with the issuance of the October 2019 Convertible Note exercisable at $0.50 per share and expiring on October 22, 2024. In August 2019, the Company issued a warrant to purchase 150,000 shares of common stock in conjunction with the issuance of the August 2019 Convertible Note exercisable at $0.50 per share and expiring on August 19, 2024. In May 2019, the Company issued a warrant to purchase 42,372 shares of common stock in conjunction with the issuance of the May 2019 Convertible Note exercisable at $1.18 per share and expiring on May 17, 2022. In January 2019, February 2019 and March 2019, the Company issued warrants to purchase 110,000 shares of common stock in conjunction with the issuance of the 2019 Q1 Convertible Notes exercisable at $1.50 per share and expiring on December 30, 2023. During the year ended December 31, 2019, warrants to purchase 69,558 shares of common stock expired. In December 2018, the Company issued warrants to purchase 80,000 of common stock in conjunction with the issuance of the December 2018 10% Convertible Notes exercisable at $1.50 per share and expiring on December 30, 2023. Although not considered stock-based compensation, the Company issued a warrant to purchase 47,620 shares of common stock at an exercise price of $1.50 per share and expiring on December 30, 2023 as part of an officer note exchange into the 2018 Unit Offering. The warrants were valued at $49,925 as of September 12, 2018, the date of issuance and were accounted for in Additional paid-in capital as of December 31, 2018. A summary of warrant activity for the year ended December 31, 2019 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2018 1,783,229 $ 2.20393 3.06 Issued 477,372 0.79079 4.36 Expired (69,558 ) 2.98989 - Warrants outstanding at December 31, 2019 2,191,043 $ 1.87109 3.44 Warrants exercisable at December 31, 2018 1,783,229 $ 2.20393 3.06 Warrants exercisable at December 31, 2019 2,191,043 $ 1.87109 3.44 The exercise prices of common stock warrants outstanding and exercisable are as follows at December 31, 2019: Exercise Price Warrants Outstanding Warrants Exercisable Expiration Date $ 0.5000 175,000 175,000 October 22, 2024 $ 0.5000 150,000 150,000 August 19, 2024 $ 1.0000 916,217 916,217 September 20, 2022 $ 1.1800 42,372 42,372 May 17, 2022 $ 1.5000 190,000 190,000 December 30, 2023 $ 1.5620 130,284 130,284 December 31, 2021 $ 1.5750 238,814 238,814 April 30, 2023 $ 2.7500 8,000 8000 September 20, 2022 $ 4.8750 108,594 108,594 September 30, 2020 $ 6.8348 145,758 145,758 September 30, 2020 $ 7.9300 86,004 86,004 February 28, 2021 2,191,043 2,191,043 Based on a fair value of $0.10 per share on December 31, 2019, there were no exercisable in-the money common stock warrants as of December 31, 2019. A summary of warrant activity for the year ended December 31, 2018 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2017 1,464,415 $ 2.68146 3.73 Issued 318,814 1.55618 4.50 Warrants outstanding at December 31, 2018 1,783,229 $ 2.20393 3.06 Warrants exercisable at December 31, 2017 1,464,415 $ 2,68146 3.73 Warrants exercisable at December 31, 2018 1,783,229 $ 2.20393 3.06 Stock Options On March 18, 2014, the stockholders of the Company holding a majority of the votes to be cast on the issue approved the adoption of the Company’s 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan (the “2014 Plan”), which had been previously adopted by the Board of Directors of the Company, subject to stockholder approval. The Plan permits the grant of options and restricted stock with respect to up to 325,025 shares of common stock, in addition to stock appreciation rights and phantom stock, to directors, officers, employees, consultants and other service providers of the Company. On June 30, 2015, the Board of Directors adopted the 2015 Stock and Stock Option Plan (the “2015 Plan”). The 2015 Plan initially provided for, among other things, the issuance of either or any combination of restricted shares of common stock and non-qualified stock options to purchase up to 461,538 shares of the Company’s common stock for periods up to ten years to management, members of the Board of Directors, consultants and advisors. The Company has not and does not intend to present the 2015 Plan to stockholders for approval. On December 28, 2018, the Board of Directors further increased the number of shares that may be issued under the 2015 Plan to 8,985,260 shares of the Company’s common stock. During fiscal year ended December 31, 2018, there were three grants of options to purchase an aggregate of 348,827 shares of the Company’s common stock to a vendor. The value of these options on the grant date was approximately equal to the amount payable to the vendor that was to be paid with the options. The cumulative loss on extinguishment of three liabilities totaling $353,623 was $11,154. The remaining amount payable to the vendor is due in cash. Information with respect to the Black-Scholes variables used in connection with the evaluation of the fair value of stock-based compensation costs and fees is provided at Note 3. A summary of stock option activity for the year ended December 31, 2019 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2018 4,344,994 $ 3.5414 5.90 Expired (57,385 ) 15.6139 - Options outstanding at December 31, 2019 4,287,609 $ 3.3798 4.98 Options exercisable at December 31, 2018 4,344,994 $ 3.5414 5.90 Options exercisable at December 31, 2019 4,287,609 $ 3.3789 4.98 The exercise prices of common stock options outstanding and exercisable were as follows at December 31, 2019: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.7000 21,677 21,677 November 21, 2023 $ 1.1200 310,388 310,388 April 5, 2023 $ 1.2500 16,762 16,762 December 7, 2022 $ 1.3500 34,000 34,000 July 28, 2022 $ 1.4500 1,849,418 1,849,418 December 9, 2027 $ 1.4500 100,000 100,000 December 9, 2027 $ 2.0000 285,000 285,000 June 30, 2022 $ 2.0000 25,000 25,000 July 26, 2022 $ 3.9000 395,000 395,000 January 17, 2022 $ 4.5000 7,222 7,222 September 2, 2021 $ 5.6875 89,686 89,686 June 30, 2020 $ 5.7500 2,608 2,608 September 12, 2021 $ 6.4025 27,692 27,692 August 18, 2020 $ 6.4025 129,231 129,231 August 18, 2022 $ 6.4025 261,789 261,789 August 18, 2025 $ 6.8250 8,791 8,791 December 11, 2020 $ 7.3775 523,077 523,077 March 31, 2021 $ 8.1250 169,231 169,231 June 30, 2022 $ 13.9750 3,385 3,385 March 14, 2024 $ 15.4700 7,755 7,755 April 8, 2020 $ 15.9250 2,462 2,462 February 28, 2024 $ 16.6400 1,538 1,538 January 29, 2020 $ 19.5000 9,487 9,487 July 17, 2022 $ 19.5000 6,410 6,410 August 10, 2022 4,287,609 4,287,609 There was no deferred compensation expense for the outstanding and unvested stock options at December 31, 2019. Based on a fair value of $0.10 per share on December 31, 2019, there were no exercisable in-the-money common stock options as of December 31, 2019. A summary of stock option activity for the year ended December 31, 2018 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2017 3,996,167 $ 3.7634 6.30 Granted 348,827 1.1002 4.29 Options outstanding at December 31, 2018 4,344,994 $ 3.5414 5.90 Options exercisable at December 31, 2017 3,996,167 $ 3.7634 6.30 Options exercisable at December 31, 2018 4,344,994 $ 3.5414 5.90 The exercise prices of common stock options outstanding and exercisable were as follows at December 31, 2018: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.7000 21,677 21,677 November 21, 2023 $ 1.1200 310,388 310,388 April 5, 2023 $ 1.2500 16,762 16,762 December 7, 2022 $ 1.3500 34,000 34,000 July 28, 2022 $ 1.4500 1,849,418 1,849,418 December 9, 2027 $ 1.4500 100,000 100,000 December 9, 2027 $ 2.0000 285,000 285,000 June 30, 2022 $ 2.0000 25,000 25,000 July 26, 2022 $ 3.9000 395,000 395,000 January 17, 2022 $ 4.5000 7,222 7,222 September 2, 2021 $ 5.6875 89,686 89,686 June 30, 2020 $ 5.7500 2,608 2,608 September 12, 2021 $ 6.4025 27,692 27,692 August 18, 2020 $ 6.4025 129,231 129,231 August 18, 2022 $ 6.4025 261,789 261,789 August 18, 2025 $ 6.8250 8,791 8,791 December 11, 2020 $ 7.3775 523,077 523,077 March 31, 2021 $ 8.1250 169,231 169,231 June 30, 2022 $ 13.0000 7,385 7,385 March 13, 2019 $ 13.0000 3,846 3,846 April 14, 2019 $ 13.9750 3,385 3,385 March 14, 2024 $ 15.4700 7,755 7,755 April 8, 2020 $ 15.9250 2,462 2,462 February 28, 2024 $ 16.0500 46,154 46,154 July 17, 2019 $ 16.6400 1,538 1,538 January 29, 2020 $ 19.5000 9,487 9,487 July 17, 2022 $ 19.5000 6,410 6,410 August 10, 2022 4,344,994 4,344,994 There was no deferred compensation expense for the outstanding and unvested stock options at December 31, 2018. Based on a fair value of $0.65 per share on December 31, 2018, there were no exercisable in-the-money common stock options as of December 31, 2018. For the years ended December 31, 2019 and 2018, stock-based compensation costs and fees included in the consolidated statements of operations consisted of general and administrative expenses of $0 and $14,248 respectively, and research and development expenses of $0 and $15,000, respectively. Pier Contingent Stock Consideration In connection with the merger transaction with Pier effective August 10, 2012, RespireRx issued 179,747 newly issued shares of its common stock with an aggregate fair value of $3,271,402 ($18.2000 per share), based upon the closing price of RespireRx’s common stock on August 10, 2012. The shares of common stock were distributed to stockholders, convertible note holders, warrant holders, option holders, and certain employees and vendors of Pier in satisfaction of their interests and claims. The common stock issued by RespireRx represented approximately 41% of the 443,205 common shares outstanding immediately following the closing of the transaction. The Company concluded that the issuance of any of the contingent shares to the Pier Stock Recipients was remote, as a result of the large spread between the exercise prices of these stock options and warrants as compared to the common stock trading range, the subsequent expiration or forfeiture of most of the options and warrants, the Company’s distressed financial condition and capital requirements, and that these stock options and warrants have remained significantly out-of-the-money through December 31, 2019. Accordingly, the Company considered the fair value of the contingent consideration to be immaterial and therefore did not ascribe any value to such contingent consideration. If any such shares are ultimately issued to the former Pier stockholders, the Company will recognize the fair value of such shares as a charge to operations at that time. Reserved and Unreserved Shares of Common Stock On January 17, 2017, the Board of Directors of the Company approved the adoption of an amendment of the Amended and Restated RespireRx Pharmaceuticals, Inc. 2015 Stock and Stock Option Plan (as amended, the “2015 Plan”). That amendment increases the shares issuable under the plan by 1,500,000, from 1,538,461 to 3,038,461. On December 9, and December 28, 2018, the Board of Directors further amended the 2015 Plan to increase the number of shares that may be issued under the 2015 Plan to 6,985,260 and 8,985,260 shares of the Company’s common stock. Other than the change in the number of shares available under the 2015 Plan, no other changes were made to the 2015 Plan by these amendments noted above. At December 31, 2019, the Company had 65,000,000 shares of common stock authorized and 4,175,072 shares of common stock issued and outstanding. The Company has reserved 11 shares of common stock for the conversion of the Series B Preferred Stock. The Company has reserved an aggregate of 7,035,706 for the calculated amount of shares of common stock into which convertible notes may convert and an additional 39,375,462 shares of common stock for contractual reserves. In addition, The Company has reserved 6,478,652 shares of the Company’s common stock for exercises of common stock purchase options granted and warrants issued. There are 4,490,578 shares reserved for future issuances under the Company’s 2014 Plan and 2015 Plan. Accordingly, after taking into consideration the shares of common stock reserved for all conversions, exercises and contingent share issuances, there were 42,813,484 shares of the Company’s common stock available for future issuances as of December 31, 2019. After accounting for additional contractual reserves, which amount declines with each actual conversion, there are 3,438,022 shares of the Company’s common stock available for future issuances as of December 31, 2019. The Company has taken steps to increase the number of authorized shares. See Note 10. Subsequent Events. The Company expects to satisfy its future common stock commitments through the issuance of authorized but unissued shares of common stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, 2019 and 2018 are summarized below. December 31, 2019 2018 Capitalized research and development costs $ - $ 183,000 Research and development credits 3,017,000 3,017,000 Stock-based compensation 3,787,000 3,787,000 Stock options issued in connection with the payment of debt 202,000 202,000 Net operating loss carryforwards 19,982,000 20,424,000 Accrued compensation 586,000 367,000 Accrued interest due to related party 217,000 103,000 Other, net 8,000 8,000 Total deferred tax assets 27,799,000 28,091,000 Valuation allowance (27,799,000 ) (28,091,000 ) Net deferred tax assets $ - $ - In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2019 and 2018, management was unable to determine that it was more likely than not that the Company’s deferred tax assets will be realized, and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates. No federal tax provision has been provided for the years ended December 31, 2019 and 2018 due to the losses incurred during such periods. Reconciled below is the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2019 and 2018. Years Ended December 31, 2019 2018 U. S. federal statutory tax rate (21.0 )% (21.0 )% Forgiveness of indebtedness - % - % Change in valuation allowance (1.0 )% (14.4 )% Adjustment to deferred tax asset 22.0 % 35.4 % Other - % - % Effective tax rate 0.0 % 0.0 % As of December 31, 2019, the Company had federal and state tax net operating loss carryforwards of approximately $102,216,000 and $46,645,000, respectively. The state tax net operating loss carryforward consists of $19,673,000 for California purposes and $26,972,000 for New Jersey purposes. The difference between the federal and state tax loss carryforwards was primarily attributable to the capitalization of research and development expenses for California franchise tax purposes. The federal net operating loss carryforwards will expire at various dates from 2020 through 2039. State net operating losses expire at various dates from 2020 through 2029 for California and through 2039 for New Jersey. The Company also had federal and California research and development tax credit carryforwards that totaled approximately $1,871,000 and $1,146,000, respectively, at December 31, 2019. The federal research and development tax credit carryforwards will expire at various dates from 2020 through 2031. The California research and development tax credit carryforward does not expire and will carryforward indefinitely until utilized. While the Company has not performed a formal analysis of the availability of its net operating loss carryforwards under Internal Revenue Code Sections 382 and 383, management expects that the Company’s ability to use its net operating loss carryforwards will be limited in future periods. The Company did not file its federal or state tax returns for the year ended December 31, 2017 or 2018 and has not yet filed such returns for the year ended December 31, 2019. The Company does not expect there to be any material non-filing penalties. The Company intends to file such returns as soon as practical. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 7. Related Party Transactions Dr. Arnold S. Lippa and Jeff E. Margolis, officers and directors of RespireRx since March 22, 2013, have indirect ownership and managing membership interests in Aurora Capital LLC (“Aurora”) through interests held in its members, and Jeff. E. Margolis is also an officer of Aurora. Aurora is a boutique investment banking firm specializing in the life sciences sector that is also a full-service brokerage firm. A description of advances and notes payable to officers is provided at Note 4. Notes Payable. | 8. Related Party Transactions Dr. Arnold S. Lippa and Jeff E. Margolis, officers and directors of the Company since March 22, 2013, have indirect ownership interests and managing memberships in Aurora Capital LLC (“Aurora”) through interests held in its members, and Jeff. E. Margolis is also an officer of Aurora. Aurora is a boutique investment banking firm specializing in the life sciences sector that is also a full-service brokerage firm. A description of advances and notes payable to officers is provided at Note 4. Notes Payable – Advances from and Notes Payable to Officer Dr. James S. Manuso resigned as the Company’s President and Chief Executive Officer as well as Vice Chairman and member of the Board of Directors effective as of September 30, 2018. Having been the principal executive officer of the Company during the fiscal year ended December 31, 2018, Dr. Manuso is considered a named executive officer for the year ended December 31, 2018, but not for the year ended December 31, 2019. Dr. Manuso remains an affiliate due to his equity ownership and option grants. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 8. Commitments and Contingencies Pending or Threatened Legal Action and Claims On February 21, 2020, Sharp Clinical Services, Inc., a vendor of RespireRx, filed a complaint against RespireRx in the Superior Court of New Jersey Law Division, Bergen County related to a December 16, 2019 demand for payment of past due invoices inclusive of late fees totaling $103,890 of which $3,631 relates to late fees, seeking $100,259 plus 1.5% interest per month on outstanding unpaid invoices. Amid settlement discussions, the vendor stated on March 13, 2020 its intent to proceed to a default judgment against the Company, and the Company stated on March 14, 2020 its intent to continue settlement discussions. On May 29, 2020, a default was entered against RespireRx. As of June 30, 2020, the Company had recorded accounts payable of $99,959 to such vendor, an amount considered by the Company to be reasonable given the settlement discussions that were ongoing at that time. On August 18, 2020, RespireRx communicated with Sharp Clinical Services, Inc. in an attempt to continue settlement discussions. Related to the Salamandra matter described in Note 5. Settlements and Payments Agreements, and preceding the settlement discussions, by letter dated February 5, 2016, the Company received a demand from a law firm representing Salamandra alleging an amount due and owing for unpaid services rendered. On January 18, 2017, following an arbitration proceeding, an arbitrator awarded the vendor the full amount sought in arbitration of $146,082. Additionally, the arbitrator granted the vendor attorneys’ fees and costs of $47,937. All such amounts have been accrued at June 30, 2020 and December 31, 2019, including accrued interest at 4.5% annually from February 26, 2018, the date of the judgment, through June 30, 2020, totalling $20,736. By letter dated May 18, 2018, the Company received notice from counsel claiming to represent TEC Edmonton and The Governors of the University of Alberta, which purported to terminate, effective December 12, 2017, the license agreement dated May 9, 2007 between the Company and The Governors of the University of Alberta. The Company, through its counsel, disputed any grounds for termination and notified the representative that it invoked Section 13 of that license agreement, which mandates a meeting to be attended by individuals with decision-making authority to attempt in good faith to negotiate a resolution to the dispute. In February 2019, the Company and TEC Edmonton tentatively agreed to terms acceptable to all parties to establish a new license agreement and the form of a new license agreement. However, the Company has re-evaluated that portion of its AMPAkine program and has decided not to enter into a new agreement at this time. The lack of entry into a new agreement at this time does not affect the Company’s other AMPAkine programs and permits the Company to reallocate resources to those programs, including, but not limited to ADHD, SCI, FXS and others. By email dated July 21, 2016, the Company received a demand from an investment banking consulting firm that represented the Company in 2012 in conjunction with the Pier transaction alleging that $225,000 is due and payable for investment banking services rendered. Such amount has been included in accrued expenses at June 30, 2020 and December 31, 2019. The Company is periodically the subject of various pending and threatened legal actions and claims. In the opinion of management of the Company, adequate provision has been made in the Company’s consolidated financial statements as of June 30, 2020 and December 31, 2019 with respect to such matters, including, specifically, the matters noted above. The Company intends to vigorously defend itself if any of the matters described above results in the filing of a lawsuit or formal claim. See Note 5. Settlement and Payment Agreements for additional items and details. Significant Agreements and Contracts Consulting Agreement Richard Purcell, the Company’s Senior Vice President of Research and Development since October 15, 2014, provides his services to the Company on a month-to-month basis through his consulting firm, DNA Healthlink, Inc., through which the Company has contracted for his services, for a monthly cash fee of $12,500. Additional information with respect to shares of common stock that have been issued to Mr. Purcell is provided at Note 6. Stockholders’ Deficiency. Cash compensation expense pursuant to this agreement totalled $37,500 and $75,000 for the three-months and six-months ended June 30, 2020 and 2019, which is included in research and development expenses in the Company’s consolidated statements of operations for such periods. Employment Agreements Effective on May 6, 2020, Timothy Jones was appointed as RespireRx’s President and Chief Executive Officer and entered into an employment agreement as of that date. In addition, Mr. Jones has continued to serve as a member of the Company’s Board of Directors, a position he has held since January 28, 2020. On November 19, 2019, Mr. Jones became an advisor to the Company’s Board of Directors, a position he held until January 27, 2020. Under the employment agreement, a provisional period of “at will” employment was to expire on July 31, 2020. Neither party terminated the employment agreement prior to July 31, 2020, and on that date all rights and obligations under the agreement were deemed effective, including with respect to the certain economic obligations of the Company upon termination of Mr. Jones’ employment. The Board of Directors and Mr. Jones agreed to continue the employment agreement after the initial provisional period. The employment agreement has a termination date of September 30, 2023 and will automatically extend annually, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the agreement at least 90 days prior to the applicable renewal date. On July 31, 2020, the employment agreement was amended. The terms of the amended agreement call for a base salary through September 30, 2020 of $300,000 per year which may remain accrued but unpaid at the discretion of the Board of Directors until such time as at least $2,500,000 has been raised. If $10,000,000 or more has been raised by September 30, 2021, Mr. Jones’ base salary would be increased to $375,000 per year. Otherwise, it would remain at $300,000 annually unless increased pursuant to the employment agreement or by the Board of Directors. Mr. Jones’ base salary is subject to cost of living increases. Since the expiration of the provisional period, Mr. Jones is eligible for a guaranteed bonus of $200,000 on October 31,2020, $200,000 on March 31, 2021 and $150,000 each six months thereafter on each March 31st and September 30 th Effective May 6, 2020, with the appointment of Timothy Jones as RespireRx’s President and Chief Executive Officer, Dr. Lippa resigned the interim officer positions of Interim Chief Executive Officer and Interim President, positions that Dr. Lippa has assumed on October 12, 2018 after the resignation of Dr. James Manuso on September 30, 2018. Dr. Lippa continues to serve as RespireRx’s Executive Chairman and as a member of the Board of Directors as well as the Company’s Chief Scientific Officer. Dr. Lippa has been granted stock options on several occasions and is eligible to receive additional awards under RespireRx’s 2014 Plan and 2015 Plan at the discretion of the Board of Directors. Dr. Lippa did not receive any option to purchase shares of common stock during the three-month and six-month periods ending June 30, 2020. Additional information with respect to the stock options granted to Dr. Lippa is provided at Note 6 Stockholders’ Deficiency. Dr. Lippa is also entitled to receive, until such time as RespireRx establishes a group health plan for its employees, $1,200 per month, on a tax-equalized basis, as additional compensation to cover the cost of health coverage and up to $1,000 per month, on a tax-equalized basis, as reimbursement for a term life insurance policy and disability insurance policy. Dr. Lippa is also entitled to be reimbursed for business expenses. Cash compensation inclusive of employee benefits accrued pursuant to this agreement totalled $84,900 and $169,800 for each of the three-months and six-months ended June 30, 2020 and 2019, respectively. Dr. Lippa’s cash compensation is included in accrued compensation and related expenses in the Company’s condensed consolidated balance sheet at June 30, 2020 and in research and development expenses in the Company’s condensed consolidated statement of operations for the three-months and six-months ended June 30, 2020 and 2019. Dr. Lippa does not receive any additional compensation for serving as Executive Chairman and on the Board of Directors. On July 13, 2020, Dr. Lippa forgave $600,000 of accrued compensation and benefits and in exchange received 600 shares of Series H Preferred Stock (See Note 9. Subsequent Events). Jeff E. Margolis currently serves as the Company’s Senior Vice President, Chief Financial Officer, Treasurer and Secretary. On August 18, 2015, the Company entered into an employment agreement with Mr. Margolis in his role at that time as Vice President, Secretary and Treasurer. Pursuant to the agreement, which was for an initial term through September 30, 2016 and later amended (and which automatically extended on September 30, 2016, 2017, 2018 and 2019 and will automatically extend annually, upon the same terms and conditions for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the agreement at least 90 days prior to the applicable renewal date). Mr. Margolis receives an annual base salary of $300,000, and is eligible to receive performance-based annual bonus awards based upon the achievement of annual performance goals established by the Board of Directors in consultation with the executive prior to the start of such fiscal year. Additionally, Mr. Margolis has been granted stock options on several occasions and is eligible to receive additional awards under the Company’s Plans at the discretion of the Board of Directors. Mr. Margolis is also entitled to receive, until such time as the Company establishes a group health plan for its employees, $1,200 per month, on a tax-equalized basis, as additional compensation to cover the cost of health coverage and up to $1,000 per month, on a tax-equalized basis, as reimbursement for a term life insurance policy and disability insurance policy, which $1,000 per month obligation has been waived by Mr. Margolis until Mr. Margolis notifies the Company of the rescission of the waiver. Mr. Margolis is also entitled to be reimbursed for business expenses. Additional information with respect to the stock options granted to Mr. Margolis is provided at Note 6 Stockholders’ Deficiency. Recurring cash compensation accrued pursuant to this amended agreement totalled $80,400 and $169,800 for the three-months and six-months ended June 30, 2020 and 2019, respectively, Mr. Margolis’ cash compensation is included in accrued compensation and related expenses in the Company’s condensed consolidated balance sheet as of June 30, 2020 and December 31, 2019, and in general and administrative expenses in the Company’s condensed consolidated statement of operations. Mr. Margolis does not receive any additional compensation for serving on the Company’s Board of Directors. On July 13, 2020, Mr. Margolis forgave $500,000 of accrued compensation and benefits and in exchange received 500 shares of Series H Preferred Stock (See Note 9. Subsequent Events). The employment agreements between the Company and each of Dr. Lippa and Mr. Margolis (prior to the 2017 amendment), respectively, provided that the payment obligations associated with the first year base salary were to accrue, but no payments were to be made, until at least $2,000,000 of net proceeds from any offering or financing of debt or equity, or a combination thereof, was received by the Company, at which time scheduled payments were to commence. Dr. Lippa and Mr. Margolis (who are each also directors of the Company), have each agreed, effective as of August 11, 2016, to continue to defer the payment of such amounts indefinitely, until such time as the Board of Directors of the Company determines that sufficient capital has been raised by the Company or is otherwise available to fund the Company’s operations on an ongoing basis. University of Illinois 2014 Exclusive License Agreement On June 27, 2014, the Company entered into an Exclusive License Agreement (the “2014 License Agreement”) with the University of Illinois. The 2014 License Agreement granted the Company (i) exclusive rights to several issued and pending patents in several jurisdictions and (ii) the non-exclusive right to certain technical information that is generated by the University of Illinois in connection with certain clinical trials as specified in the 2014 License Agreement, all of which relate to the use of cannabinoids for the treatment of sleep related breathing disorders. The Company is developing dronabinol (Δ9-tetrahydrocannabinol), a cannabinoid, for the treatment of OSA, the most common form of sleep apnea. The 2014 License Agreement provides for various commercialization and reporting requirements that commenced on June 30, 2015. In addition, the 2014 License Agreement provides for various royalty payments, including a royalty on net sales of 4%, payment on sub-licensee revenues of 12.5%, and a minimum annual royalty beginning in 2015 of $100,000, which is due and payable on December 31 of each year beginning on December 31, 2015. The minimum annual royalty obligation of $100,000 due on December 31, 2019, was extended to June 30, 2020 and further extended to July 7, 2020 when the obligation was paid (See Note 9. Subsequent Events). One-time milestone payments may become due based upon the achievement of certain development milestones. $350,000 will be due within five days after the dosing of the first patient is a Phase III human clinical trial anywhere in the world. $500,000 will be due within five days after the first NDA filing with FDA or a foreign equivalent. $1,000,000 will be due within twelve months of the first commercial sale. One-time royalty payments may also become due and payable. Annual royalty payments may also become due. In the year after the first application for market approval is submitted to the FDA or a foreign equivalent and until approval is obtained, the minimum annual royalty will increase to $150,000. In the year after the first market approval is obtained from the FDA or a foreign equivalent and until the first sale of a product, the minimum annual royalty will increase to $200,000. In the year after the first commercial sale of a product, the minimum annual royalty will increase to $250,000. During each of the three-months and six-months ended June 30, 2020 and 2019, the Company recorded charges to operations of $25,000, respectively, with respect to its 2020 and 2019 minimum annual royalty obligation, which is included in research and development expenses in the Company’s condensed consolidated statement of operations for the three-months and six-months ended June 30, 2020 and 2019, respectively. UWM Research Foundation Patent License Agreement On August 1, 2020, RespireRx exercised its option pursuant to its option agreement dated March 2, 2020, between RespireRx and UWM Research Foundation, an affiliate of the University of Wisconsin-Milwaukee (“UWMRF”). Upon exercise RespireRx and UWMRF executed the UWMRF Patent License Agreement effective August 1, 2020 pursuant to which RespireRx licensed the identified intellectual property. Under the UWMRF Patent License Agreement, the Company has an exclusive license to commercialize GABAkine products based on UWMRF’s rights in certain patents and patent applications, and a non-exclusive license to commercialize products based on UWMRF’s rights in certain technology that is not the subject of the patents or patent applications. UWMRF maintains the right to use, and, upon the approval of the Company, to license, these patent and technology rights for any non-commercial purpose, including research and education. The UWMRF Patent License Agreement expires upon the later of the expiration of the Company’s payment obligations to UWMRF or the expiration of the last remaining licensed patent granted thereunder, subject to early termination upon the occurrence of certain events. The License Agreement also contains a standard indemnification provision in favor of UWMRF and confidentiality provisions obligating both parties. For additional details, see Note 9. Subsequent Events - Exercise of Option pursuant to Option Agreement with UWMRF and Commencement of UWMRF Patent License Agreement Noramco Inc./Purisys, LLC - Dronabinol Development and Supply Agreement On September 4, 2018, RespireRx entered into a dronabinol Development and Supply Agreement with Noramco Inc., one of the world’s major dronabinol manufacturers. Noramco subsequently assigned this agreement (as assigned, the “Purisys Agreement”) to its subsidiary, Purisys, LLC (“Purisys”). Under the terms of the Purisys Agreement, Purisys agreed to (i) provide all of the active pharmaceutical ingredient (“API”) estimated to be needed for the clinical development process for both the first- and second-generation products (each a “Product” and collectively, the “Products”), three validation batches for New Drug Application (“NDA”) filing(s) and adequate supply for the initial inventory stocking for the wholesale and retail channels, subject to certain limitations, (ii) maintain or file valid drug master files (“DMFs”) with the FDA or any other regulatory authority and provide the Company with access or a right of reference letter entitling the Company to make continuing reference to the DMFs during the term of the agreement in connection with any regulatory filings made with the FDA by the Company, (iii) participate on a development committee, and (iv) make available its regulatory consultants, collaborate with any regulatory consulting firms engaged by the Company and participate in all FDA or Drug Enforcement Agency (“DEA”) meetings as appropriate and as related to the API. In consideration for these supplies and services, the Company has agreed to purchase exclusively from Purisys during the commercialization phase all API for its Products as defined in the Development and Supply Agreement at a pre-determined price subject to certain producer price adjustments and agreed to Purisys’s participation in the economic success of the commercialized Product or Products up to the earlier of the achievement of a maximum dollar amount or the expiration of a period of time. Transactions with Bausch Health Companies Inc. Beginning in March 2010, the Company entered into a series of asset purchase and license agreements with Biovail Laboratories International SRL, which after its merger with Valeant Pharmaceuticals International, Inc. was later renamed Bausch Health Companies Inc. (“Bausch”). In March 2011, the Company entered into a new agreement with Bausch to re-acquire the AMPAkine compounds, patents and rights that Bausch had acquired from the Company in March 2010. The new agreement provided for potential future payments of up to $15,150,000 by the Company based upon the achievement of certain developments, including NDA submissions and approval milestones pertaining to an intravenous dosage form of the AMPAkine compounds for respiratory depression, a therapeutic area not currently pursued by the Company. Bausch is also eligible to receive additional payments of up to $15,000,000 from the Company based upon the Company’s net sales of an intravenous dosage form of these compounds for respiratory depression. Summary of Principal Cash Obligations and Commitments The following table sets forth the Company’s principal cash obligations and commitments for the next five fiscal years as of June 30, 2020, aggregating $2,289,770. License agreement amounts included in the 2020 column represents amounts contractually due from July 1, 2020 through December 31, 2020 (six months) and in each of the subsequent years, represents the full year. Employment agreement amounts included in the 2020 column represent amounts contractually due from July 1, 2020 through September 30, 2020 (three months) and in one case through September 30, 2023 when such contracts expire unless extended pursuant to the terms of the contracts. Payments Due By Year Total 2020 2021 2022 2023 2024 License agreements $ 510,370 $ 50,000 $ 115,092 $ 115,093 $ 130,185 $ 100,000 Employment agreements (1) 1,779,400 450,200 689,600 639,600 554,700 - Total $ 2,289,770 $ 500,200 $ 739,600 $ 654,700 $ 100,000 $ 100,000 (1) The payment of amounts related to Dr. Lippa and Mr. Margolis have been deferred indefinitely, as described above at “Employment Agreements.” The payment amounts to Mr. Jones have been deferred pending the Company achieving certain financing thresholds as described above at “Employment Agreements.” The 2020 amounts include three-months of employment agreement obligations for Dr. Lippa, Mr. Jones and Mr. Margolis as their employment contracts renewed on September 30, 2019 and the 2020 obligations include the three months of obligations through September 30, 2020. In the case of Mr. Jones, the obligations extend through the first renewal date of his employment contract which is September 30, 2023. Also, in the case of Mr. Jones, guaranteed bonus obligations are included in the periods in which such amounts are due. | 9. Commitments and Contingencies Pending or Threatened Legal Action and Claims On March 10, 2020, Sharp Clinical Services, Inc. filed a complaint and summons dated February 21, 2020 in Superior Court of New Jersey Law Division, Bergen County against the Company related to a December 16, 2019 demand for payment of past due invoices inclusive of late fees totaling $103,890 of which $3,631 relates to late fees. The complaint and summons seeks $100,259 plus 1.5% interest per month on outstanding unpaid invoices. On Friday On Friday March 13, 2020, the RespireRx and its counsel communicated with counsel to this vendor and discussed why a settlement of such matter would be in the best interests of both parties, but has not yet received a response from this vendor or it’s counsel. As of December 31, 2019, the Company had recorded accounts payable of $99,959 to such vendor an amount considered by the Company to be reasonable given the ongoing settlement discussions. By letter dated May 18, 2018, the Company received notice from counsel claiming to represent TEC Edmonton and The Governors of the University of Alberta, which purports to terminate, effective December 12, 2017, the license agreement dated May 9, 2007 between the Company and The Governors of the University of Alberta. The Company, through its counsel, disputed any grounds for termination and notified the representative that it invoked Section 13 of that license agreement, which mandates a meeting to be attended by individuals with decision-making authority to attempt in good faith to negotiate a resolution to the dispute. In February 2019, the Company and TEC Edmonton tentatively agreed to terms acceptable to all parties to establish a new license agreement and the form of a new license agreement. However, the Company has re-evaluated that portion of its AMPAkine program and has decided not to enter into a new agreement at this time. The lack of entry into a new agreement at this time does not affect the Company’s other AMPAkine programs and permits the Company to reallocate resources to those programs, including, but not limited to ADHD, SCI, FXS and others. By e-mail dated July 21, 2016, the Company received a demand from an investment banking consulting firm that represented the Company in 2012 in conjunction with the Pier transaction alleging that $225,000 is due and payable for investment banking services rendered. Such amount has been included in accrued expenses at December 31, 2019 and 2018. The Company is periodically the subject of various pending and threatened legal actions and claims. In the opinion of management of the Company, adequate provision has been made in the Company’s consolidated financial statements as of December 31, 2019 and 2018 with respect to such matters, including, specifically, the matters noted above. The Company intends to vigorously defend itself if any of the matters described above results in the filing of a lawsuit or formal claim. See Note 5. Settlement and Payment Agreements for additional items and details. Significant Agreements and Contracts Consulting Agreement Richard Purcell, the Company’s Senior Vice President of Research and Development since October 15, 2014, provides his services to the Company on a month-to-month basis through his consulting firm, DNA Healthlink, Inc., through which the Company has contracted for his services, for a monthly cash fee of $12,500. Additional information with respect to shares of common stock that have been issued to Mr. Purcell is provided at Note 6. Cash compensation expense pursuant to this agreement totaled $150,000 for the fiscal years ended December 31, 2019 and 2018, which is included in research and development expenses in the Company’s consolidated statements of operations for such periods. Employment Agreements Employment Agreements On October 12, 2018, after the resignation of Dr. James Manuso effective September 30, 2018, Dr. Lippa was named Interim President and Interim Chief Executive Officer (see Note 9 to the Company’s consolidated financial statements for the fiscal years ended December 31, 2019 and 2018). Dr. Lippa has continued to serve as the Company’s Executive Chairman and as a member of the Board of Directors. On August 18, 2015, Dr. Lippa was named Chief Scientific Officer of the Company, and the Company entered into an employment agreement with Dr. Lippa in that capacity. Pursuant to the agreement, which was for an initial term through September 30, 2018 (and which automatically extended on September 30, 2018 and 2019 and will automatically extend annually, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the agreement at least 90 days prior to the applicable renewal date), Dr. Lippa earned an annual base salary of $300,000. Dr. Lippa is also eligible to earn a performance-based annual bonus award of up to 50% of his base salary, based upon the achievement of annual performance goals established by the Board of Directors in consultation with the executive prior to the start of such fiscal year, or any amount at the discretion of the Board of Directors. Additionally, Dr. Lippa has been granted stock options on several occasions and is eligible to receive additional awards under the Company’s Plans at the discretion of the Board of Directors. Dr. Lippa did not receive any option to purchase shares of common stock during fiscal year ended December 31, 2019. Dr. Lippa is also entitled to receive, until such time as the Company establishes a group health plan for its employees, $1,200 per month, on a tax-equalized basis, as additional compensation to cover the cost of health coverage and up to $1,000 per month, on a tax-equalized basis, as reimbursement for a term life insurance policy and disability insurance policy. Dr. Lippa is also entitled to be reimbursed for business expenses. Additional information with respect to the stock options granted to Dr. Lippa is provided at Note 6 to the Company’s consolidated financial statements for the fiscal years ended December 31, 2019 and 2018. Cash compensation inclusive of employee benefits accrued pursuant to this agreement totaled $339,600 for each of the fiscal years ended December 31, 2019 and 2018, respectively, which amounts are included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2019 and 2018, and in research and development expenses in the Company’s consolidated statement of operations for the fiscal years ended December 31, 2019 and 2018. Dr. Lippa does not receive any additional compensation for serving as Executive Chairman and on the Board of Directors. On August 18, 2015, the Company also entered into an employment agreement with Jeff E. Margolis, in his role at that time as Vice President, Secretary and Treasurer. Pursuant to the agreement, which was for an initial term through September 30, 2016 and later amended (and which automatically extended on September 30, 2016, 2017, 2018 and 2019 and will automatically extend annually, upon the same terms and conditions for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the agreement at least 90 days prior to the applicable renewal date), Mr. Margolis currently receives an annual base salary of $300,000, and is eligible to receive performance-based annual bonus awards based upon the achievement of annual performance goals established by the Board of Directors in consultation with the executive prior to the start of such fiscal year. Additionally, Mr. Margolis has granted stock options on several occasions and is eligible to receive additional awards under the Company’s Plans at the discretion of the Board of Directors. Mr. Margolis is also entitled to receive, until such time as the Company establishes a group health plan for its employees, $1,200 per month, on a tax-equalized basis, as additional compensation to cover the cost of health coverage and up to $1,000 per month, on a tax-equalized basis, as reimbursement for a term life insurance policy and disability insurance policy. Mr. Margolis is also entitled to be reimbursed for business expenses. Additional information with respect to the stock options granted to Mr. Margolis is provided at Note 6 to the Company’s consolidated financial statements for fiscal years ended December 31, 2019 and 2018. Recurring cash compensation accrued pursuant to this amended agreement totaled $321,600 for the fiscal year ended December 31, 2019 and 2018 which amounts are included in accrued compensation and related expenses in the Company’s consolidated balance sheet December 31, 2019 and 2018, and in general and administrative expenses in the Company’s consolidated statement of operations. The employment agreements between the Company and Dr. Lippa, and Mr. Margolis (prior to the 2017 amendment), respectively, provided that the payment obligations associated with the first year base salary were to accrue, but no payments were to be made, until at least $2,000,000 of net proceeds from any offering or financing of debt or equity, or a combination thereof, was received by the Company, at which time scheduled payments were to commence. Dr. Lippa, and Mr. Margolis (who are each also directors of the Company) have each agreed, effective as of August 11, 2016, to continue to defer the payment of such amounts indefinitely, until such time as the Board of Directors of the Company determines that sufficient capital has been raised by the Company or is otherwise available to fund the Company’s operations on an ongoing basis. University of Illinois 2014 Exclusive License Agreement On June 27, 2014, the Company entered into an Exclusive License Agreement (the “2014 License Agreement”) with the University of Illinois, the material terms of which were similar to a License Agreement between the parties that had been previously terminated on March 21, 2013. The 2014 License Agreement became effective on September 18, 2014, upon the completion of certain conditions set forth in the 2014 License Agreement, including: (i) the payment by the Company of a $25,000 licensing fee, (ii) the payment by the Company of outstanding patent costs aggregating $15,840, and (iii) the assignment to the University of Illinois of rights the Company held in certain patent applications, all of which conditions were fulfilled. The 2014 License Agreement granted the Company (i) exclusive rights to several issued and pending patents in numerous jurisdictions and (ii) the non-exclusive right to certain technical information that is generated by the University of Illinois in connection with certain clinical trials as specified in the 2014 License Agreement, all of which relate to the use of cannabinoids for the treatment of sleep related breathing disorders. The Company is developing dronabinol (Δ9-tetrahydrocannabinol), a cannabinoid, for the treatment of OSA, the most common form of sleep apnea. The 2014 License Agreement provides for various commercialization and reporting requirements commencing on June 30, 2015. In addition, the 2014 License Agreement provides for various royalty payments, including a royalty on net sales of 4%, payment on sub-licensee revenues of 12.5%, and a minimum annual royalty beginning in 2015 of $100,000, which is due and payable on December 31 of each year beginning on December 31, 2015. The minimum annual royalty obligation of $100,000 due on December 31, 2019, was extended to June 30, 2020. One-time milestone payments may become due based upon the achievement of certain development milestones. $350,000 will be due within five days after the dosing of the first patient is a Phase III human clinical trial anywhere in the world. $500,000 will be due within five days after the first NDA filing with FDA or a foreign equivalent. $1,000,000 will be due within twelve months of the first commercial sale. One-time royalty payments may also become due and payable. Annual royalty payments may also become due. In the year after the first application for market approval is submitted to the FDA or a foreign equivalent and until approval is obtained, the minimum annual royalty will increase to $150,000. In the year after the first market approval is obtained from the FDA or a foreign equivalent and until the first sale of a product, the minimum annual royalty will increase to $200,000. In the year after the first commercial sale of a product, the minimum annual royalty will increase to $250,000. During the fiscal years ended December 31, 2019 and 2018, the Company recorded charges to operations of $100,000, respectively, with respect to its 2019 and 2018 minimum annual royalty obligation, which is included in research and development expenses in the Company’s consolidated statement of operations for the fiscal years ended December 31, 2019 and 2018. The Company did not pay the amount due on December 31, 2019 for which the Company was granted an extension until June 30, 2020. University of Alberta License Agreement On May 18, 2018, the Company received a letter from counsel claiming to represent TEC Edmonton and The Governors of the University of Alberta, which purported to terminate, effective December 12, 2017, the license agreement dated May 9, 2007 (as subsequently amended) between the Company and The Governors of the University of Alberta. The Company, through its counsel, disputed any grounds for termination and notified the representative that it invoked Section 13 of that license agreement, which mandates a meeting to be attended by individuals with decision-making authority to attempt in good faith to negotiate a resolution to the dispute. In February 2019, the Company and TEC Edmonton tentatively agreed to terms acceptable to all parties to establish a new license agreement and the form of a new license agreement. However, after reaching that tentative agreement, the Company has re-evaluated that portion of its AMPAkine program and has decided not to enter into a new agreement at this time. The lack of entry into a new agreement at this time does not affect the Company’s other AMPAkine programs and permits the Company to reallocate resources to those programs, including, but not limited to ADHD, FXS, SCI and CNS-driven Disorders. Noramco Inc. - Dronabinol Development and Supply Agreement On September 4, 2018, RespireRx entered into a dronabinol Development and Supply Agreement with Noramco Inc., one of the world’s major dronabinol manufacturers. Under the terms of the Agreement, Noramco agreed to (i) provide all of the active pharmaceutical ingredient (“API”) estimated to be needed for the clinical development process for both the first- and second-generation products (each a “Product” and collectively, the “Products”), three validation batches for New Drug Application (“NDA”) filing(s) and adequate supply for the initial inventory stocking for the wholesale and retail channels, subject to certain limitations, (ii) maintain or file valid drug master files (“DMFs”) with the FDA or any other regulatory authority and provide the Company with access or a right of reference letter entitling the Company to make continuing reference to the DMFs during the term of the agreement in connection with any regulatory filings made with the FDA by the Company, (iii) participate on a development committee, and (iv) make available its regulatory consultants, collaborate with any regulatory consulting firms engaged by the Company and participate in all FDA or Drug Enforcement Agency (“DEA”) meetings as appropriate and as related to the API. In consideration for these supplies and services, the Company has agreed to purchase exclusively from Noramco during the commercialization phase all API for its Products as defined in the Development and Supply Agreement at a pre-determined price subject to certain producer price adjustments and agreed to Noramco’s participation in the economic success of the commercialized Product or Products up to the earlier of the achievement of a maximum dollar amount or the expiration of a period of time. Transactions with Biovail Laboratories International SRL Beginning in March 2010, the Company entered into a series of asset purchase and license agreements with Biovail Laboratories International SRL later merged with Valeant Pharmaceuticals International, Inc. which was later renamed Bausch Health Companies Inc. (“Biovail”). In March 2011, the Company entered into a new agreement with Biovail to reacquire the AMPAkine compounds, patents and rights that Biovail had acquired from the Company in March 2010. The new agreement provided for potential future payments of up to $15,150,000 by the Company based upon the achievement of certain developments, including new drug application submissions and approval milestones pertaining to an intravenous dosage form of the AMPAkine compounds for respiratory depression, a therapeutic area not currently pursued by the Company. Biovail is also eligible to receive additional payments of up to $15,000,000 from the Company based upon the Company’s net sales of an intravenous dosage form of the compounds for respiratory depression. At any time following the completion of Phase 1 clinical studies and prior to the end of Phase 2A clinical studies, Biovail retains an option to co-develop and co-market intravenous dosage forms of an AMPAkine compound as a treatment for respiratory depression and vaso-occlusive crises associated with sickle cell disease. In such an event, the Company would be reimbursed for certain development expenses to date and Biovail would share in all such future development costs with the Company. If Biovail makes the co-marketing election, the Company would owe no further milestone payments to Biovail and the Company would be eligible to receive a royalty on net sales of the compound by Biovail or its affiliates and licensees. Summary of Principal Cash Obligations and Commitments The following table sets forth the Company’s principal cash obligations and commitments for the next five fiscal years as of December 31, 2019, aggregating $995,900. Employment agreement amounts included in the 2020 column represent amounts contractually due at from January 1, 2020 through September 30, 2020 when such contracts expire unless extended pursuant to the terms of the contracts. Payments Due By Year Total 2020 2021 2022 2023 2024 License agreements $ 500,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000 Employment agreements (1) 495,900 495,900 - - - - Total $ 995,900 $ 595,900 $ 100,000 $ 100,000 $ 100,000 $ 100,000 (1) The payment of such amounts has been deferred indefinitely, as described above at “Employment Agreements”. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 9. Subsequent Events Convertible Notes FirstFire Global Opportunties Fund LLC On July 2, 2020, RespireRx and FirstFire Global Opportunities Fund LLC (“FF”) entered into a Securities Purchase Agreement (the “FF SPA”) by which FF provided a sum of $125,000 to the Company, in return for a convertible promissory note with a face amount of $137,500 (which difference in value as compared to the consideration is due to an original issue discount of $12,500), a common stock purchase warrant for 6,875,000 shares of the Company’s common stock (the “FF Warrant”), and the Confession of Judgment (as defined below), among other agreements and obligations. The note obligates the Company to pay interest at a rate of 10% per annum on any unpaid principal since July 2, 2020, and to make five monthly amortization payments in the amount of $30,250 each, with the first such payment due on December 2, 2020, and the final such payment, along with any unpaid principal and any accrued and unpaid interest and other fees, due on April 2, 2021. Any amount of principal or interest that is not paid when due bears interest at the rate of the lesser of 24% and the maximum amount permitted by law, from the due date to the date such amount is paid. FF has the right, at any time, to convert any outstanding and unpaid amount of the note into shares of the Company’s common stock or securities convertible into the Company’s common stock, provided that such conversion would not result in FF beneficially owning more than 4.99% of the Company’s then outstanding shares of common stock. Subject to certain limitations and adjustments as described in the note, FF may convert at a per share conversion price equal to $0.02, provided that upon any event of default (as defined in the note), the conversion price will equal the lower of (i) the fixed conversion price, (ii) discount to market based upon subsequent financings with other investors, or (iii) 60% multiplied by the lowest traded price of the common stock of the Company during the twenty-one consecutive trading day (as defined in the note) period immediately preceding the date of such conversion. Upon such conversion, all rights with respect to the portion of the note being so converted terminate, except for the right to receive the Company’s common stock or other securities, cash or other assets as provided in the note due upon such conversion. The Company may, with prior written notice to FF, prepay the outstanding principal amount under the note during the initial 180 day period after the Effective Date by making a payment to FF of an amount in cash equal to a certain percentage of the outstanding principal, interest, default interest and other amounts owed. Such percentage varies from 105% to 115% depending on the period in which the prepayment occurs, as set forth in the note. The FF SPA provides FF with certain participation rights in any subsequent offering of debt or equity. Under the FF SPA, the Company may not enter into an offering of its securities with terms that would benefit an investor more than FF is benefited under the FF SPA and the agreements ancillary thereto, unless the Company offers FF those same terms. The FF SPA also grants FF certain registration rights. The FF Warrant is a common stock purchase warrant to purchase 6,875,000 shares of the Company’s common stock, for value received in connection with the issuance of the note, from the date of issuance of the FF Warrant until September 30, 2023, at an exercise price of $0.007 (subject to adjustment as provided therein) per share of common stock. Additionally, the Company provided a confession of judgment (the “Confession of Judgment”) in favor of FF for the amount of the note plus fees and costs, to be filed pursuant to the terms and conditions of the FF SPA and the note. The note and the shares of the Company’s common stock issuable upon its conversion were offered and sold to FF in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws, which include Section 4(a)(2) of the 1933 Act, and Rule 506(b) promulgated by the SEC under the 1933 Act. Pursuant to these exemptions, FF represented to the Company under the FF SPA, among other representations, that it was an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the 1933 Act. EMA Financial, LLC On July 30, 2020, the Company and EMA Financial, LLC (“EMA”) entered into a securities purchase Agreement (the “EMA SPA”) by which EMA provided a sum of $68,250 to the Company, in return for a convertible note with a face amount of $75,000, and a common stock purchase warrant (the “EMA Warrant”) for 3,750,000 shares of the Company’s common stock. The note obligates the Company to pay by October 30, 2021 a principal amount of $75,000 together with interest at a rate equal to 10% per annum, which principal exceeds the consideration by the amount of an original issue discount of $6,750. Any amount of principal or interest that is not paid by the maturity date would bear interest at the rate of 24% from the maturity date to the date such amount is paid. EMA has the right, in its discretion, at any time, to convert any outstanding and unpaid amount of the note into shares of common stock, provided that such conversion would not result in EMA beneficially owning more than 4.99% of the Company’s then outstanding common stock. In the absence of an event of default (as defined in the note), EMA may convert at a per share conversion price equal to $0.02, subject to a retroactive downward adjustment if the lowest traded price on each of the three consecutive trading days following such conversion is lower than $0.02. Upon an event of default, the conversion price is to be adjusted downward based on a discount to market with respect to subsequent financings or a percentage of the lowest traded price during the twenty-one day period prior to the conversion, if lower than $0.02. Upon such conversion, all rights with respect to the portion of the note being so converted terminate, except for the right to receive common stock or other securities, cash or other assets as provided in the note due upon such conversion. The Company may, with prior written notice to EMA, prepay the outstanding principal amount under the Note during the initial 180 day period after July 30, 2020 by making a payment to EMA of an amount in cash equal to a certain percentage of the outstanding principal, interest, default interest and other amounts owed. Such percentage varies from 110% to 115% depending on the period in which the prepayment occurs, as set forth in the note. If, prior to the repayment or conversion of the note, the Company consummates a registered, qualified or unregistered primary offering of its securities for capital raising purposes with aggregate net proceeds in excess of $2,500,000, EMA will have the right, in its discretion, to demand repayment in full of any outstanding principal, interest (including default interest) under the note as of the closing date of such offering. The EMA SPA includes, among other things: (1) an automatic adjustment to the terms of the EMA SPA and related documents to the terms of a future financing if those terms are more beneficial to an investor than the terms of the EMA SPA and related documents are to EMA, subject to limited exceptions; and (2) certain registration rights. In addition, any subsidiary to which the Company transfers a material amount of assets must guarantee certain obligations of the Company under the note. The EMA Warrant is a common stock purchase warrant to purchase 3,750,000 shares of common stock, for value received in connection with the issuance of the note, from the date of issuance of the EMA Warrant until September 30, 2023, at an exercise price of $0.007 (subject to adjustment as provided therein) per share of common stock. The note and the shares of common stock issuable upon conversion thereof are offered and sold to EMA in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws, which include Section 4(a)(2) of the 1933 Act, and Rule 506 of Regulation D promulgated thereunder. Pursuant to these exemptions, EMA represented to the Company under the EMA SPA, among other representations, that it was an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the 1933 Act. 2014 License Agreement Extension of Time to Meet December 31, 2019 Payment Obligation RespireRx received an extension of time to meet the $100,000 per year payment obligation that was originally due on December 31, 2019, until July 7, 2020 when the payment obligation was met by RespireRx. The next annual payment obligation due with respect to the 2014 License Agreement is due on December 31, 2020. See Note 8. Significant Agreements and Contracts – University of Illinois 2014 Exclusive License Agreement. Compensation Forgiveness by Arnold S. Lippa and Jeff Margolis and Related Issuance of Series H Preferred Stock. On July 13, 2020, RespireRx entered into two Exchange Agreements (each an “Exchange Agreement” and collectively, the “Exchange Agreements”) with Mr. Margolis, and Dr. Lippa (each an “Employee” and collectively, the “Employees”). Pursuant to the terms of the Exchange Agreements, each Employee exchanged his right to receive certain accrued compensation from the Company in exchange for shares of Series H 2% Voting, Non-Participating, Convertible Preferred Stock (“Series H Preferred Stock”) of the Company. Mr. Margolis exchanged his right to receive $500,000 of accrued compensation for 500 shares of the Series H Preferred Stock, and Dr. Lippa exchanged his right to receive $600,000 of accrued compensation for 600 shares of the Series H Preferred Stock. The Series H Preferred Stock is convertible into units consisting of one share of common stock of the Company and a warrant exercisable into one share of common stock of the Company (such warrant having an initial exercise price of $0.007 per share). The agreement to accept the Employees’ offers to forgive compensation and to enter into Exchange Agreements was approved by disinterested members of the Company’s Board of Directors; Mr. Margolis and Dr. Lippa recused themselves from voting. The Company’s entry into the Exchange Agreements and resulting forgiveness of compensation reduced the accrued compensation liabilities of the Company by $1,100,000. Also, on July 13, 2020, the Company filed a Certificate of Designation, Preferences, Rights and Limitations (the “Certificate of Designation”) of its Series H Preferred Stock with the Secretary of State of the State of Delaware to amend the Company’s certificate of incorporation. The filing of the Certificate of Designation was approved by the Company’s Board of Directors. The Certificate of Designation sets forth the preferences, rights and limitations of the Series H Preferred Stock. Entry into Equity Purchase Agreement On July 28, 2020, RespireRx entered into an equity purchase agreement (the “EPA”) and a registration rights agreement (the “Registration Rights Agreement”) with White Lion Capital, LLC (the “Investor”) pursuant to which the Investor agreed to invest up to $2,000,000 to purchase the Company’s common stock at a purchase price of 85% of the lowest daily volume weighted average price of the common stock for the five trading days prior to a given closing date related to such purchase. Additionally, RespireRx issued to the Investor a convertible note (the “Commitment Note”) with a face amount of $25,000. The Registration Rights Agreement was entered into as an inducement to the Investor to execute and deliver the EPA, whereby RespireRx agreed to provide certain registration rights under the 1933 Act with respect to the shares of common stock issuable to the Investor pursuant to the EPA. The EPA terminates on the earlier of (i) June 30, 2021, (ii) the date on which the Investor has purchased $2,000,000 of the Company’s common stock, (iii) the date on which the registration statement agreed to in the Registration Rights Agreement is no longer in effect, (iv) upon Investor’s material breach of the EPA, (v) in the event a voluntary or involuntary bankruptcy petition is filed with respect to RespireRx, or (vi) if a custodian is appointed for RespireRx for all or substantially all of its property or RespireRx makes a general assignment for the benefit of its creditors. The Commitment Note was issued in connection with the execution of the EPA and pursuant to the terms thereof, and obligates RespireRx to pay by July 28, 2021 a principal amount of $25,000, together with a guaranteed interest payment of $2,000 representing an 8% per annum interest rate applied regardless of any payments or prepayments other than payments made by conversion of the Commitment Note. Upon an event of default, any amount of outstanding principal or interest would bear interest at the lower of 18% or the highest rate permitted by law. The Investor has the right, at any time after the first 180 days, to convert any outstanding and unpaid amount (including accrued interest and other fees) into shares of common stock, provided that such conversion would not result in the Investor beneficially owning more than 9.99% of RespireRx’s then outstanding common stock. Unless an event of default has occurred, the Investor may convert at a per share conversion price equal to $0.02. Upon such conversion, all rights with respect to the portion of the Commitment Note being so converted terminate, except for the right to receive common stock. The Investor also has the right, at any time the Commitment Note is outstanding, to apply any outstanding principal or interest as consideration for any equity, equity-linked and/or debt securities offered by RespireRx in any public offering or private placement, subject to the terms of the Commitment Note. RespireRx may, with prior written notice to the Investor, prepay the entire outstanding principal amount under the Commitment Note at any time by making a payment to the Investor of an amount in cash equal to 110% of the outstanding principal, guaranteed interest amount, and any default interest or other amounts owed. The shares of common stock to be issued and sold to the Investor pursuant to the EPA, or issuable upon conversion of the Commitment Note, and the Commitment Note are issued in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws, which include Section 4(a)(2) of the 1933 Act, and Rule 506 of Regulation D promulgated thereunder. Pursuant to these exemptions, the Investor represented to the Company under the EPA, among other representations, that it was an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the 1933 Act. Approval of Amendment of the Amended and Restated 2015 Stock and Stock Option Plan On July 31, 2020, the Board of Directors amended the 2015 Plan to increase the shares issuable under the 2015 Plan by 100,000,000, from 58,985,260 shares to 158,985,260. Other than the change in the number of shares available under the 2015 Plan, no other changes were made to the 2015 Plan by this amendment. See Note 6. Stockholders’ Deficiency – Stock Options Stock options granted to Executive Officers and Others On July 31, 2020, the Board of Directors of the Company granted non-qualified options to two executive officers of the Company. RespireRx granted a non-qualified stock option to Mr. Jones to purchase 16,000,000 shares of common stock of the Company. The options vested or will vest, as applicable, in four installments: 25% on issuance, 25% on September 30, 2020, 25% on December 31, 2020, and 25% on March 31, 2021. The options will expire on July 31, 2025. The exercise price of the options is the closing per share market price of shares of common stock of RespireRx as of the date of issuance, which was $0.0072 per share. The option contains a cashless exercise provision. RespireRx granted non-qualified options to Richard Purcell to purchase 5,000,000 shares of common stock of the Company. The options vested or will vest, as applicable, in four installments: 25% on issuance, 25% on September 30, 2020, 25% on December 31, 2020, and 25% on March 31, 2020. The options will expire on July 31, 2025. The exercise price of the options is the closing per share market price of shares of Common Stock of the Company as of the date of issuance, which was $0.0072 per share. The option contains a cashless exercise provision. On July 31, 2020, the Board of Directors of the Company granted a non-qualified option exercisable into 7,500,000 shares of common stock of the Company to Kathryn MacFarlane, a member of the Board of Directors and additional non-qualified options exercisable into 21,000,000 shares of common stock of the Company in the aggregate to vendors, or assignees of vendors, in each case on either a discretionary basis or for services rendered. The options vested on issuance and will expire on July 31, 2025. The exercise price of the options is the closing per share market price of shares of common stock of RespireRx as of the date of issuance, which was $0.0072 per share. These options contain a cashless exercise provision. Amendment to Timothy Jones Employment Contract and Extension Beyond Provisional Period On July 31, 2020, the employment agreement of Mr. Jones was amended to (i) decrease the threshold financing amount above which the Board of Directors may exercise its discretion to withhold payment to Mr. Jones of his salary and bonus and (ii) adjust bonus amounts paid without adjusting the aggregate dollar amount of these bonus amounts. On that same date, pursuant to employment agreement, (i) Mr. Jones’s employment with the Company was no longer considered “at will” and all rights and obligations set forth in the Employment Agreement were deemed effective as of that date and (ii) Mr. Jones was granted options to purchase 1,000,000 shares of common stock of RespireRx. See “Note 8. Significant Agreements and Contracts—Employment Agreements Employment Agreements Exercise of Option pursuant to Option Agreement with UWMRF and Commencement of UWMRF Patent License Agreement. On August 1, 2020, RespireRx exercised its option pursuant to its option agreement dated March 2, 2020, between RespireRx and UWM Research Foundation, an affiliate of the University of Wisconsin-Milwaukee (“UWMRF”). Upon exercise RespireRx and UWMRF executed the UWMRF Patent License Agreement effective August 1, 2020 pursuant to which RespireRx licensed the identified intellectual property. Under the terms of the exclusive, royalty bearing UWMRF Patent License Agreement, RespireRx licensed from UWMRF, the Licensed Subject Matter which includes the patent rights, technology rights and improvements on a worldwide basis. RespireRx is responsible to pay UWMRF 25% of past patent costs twelve months after the effective date of the UWMRF Patent License Agreement and 25% twenty-four months after the effective and the balance of past patent costs thirty-six months after the effective date. As of January 14, 2020, such past patent costs totaled $60,370. RespireRx is obligated to pay annual license maintenance fees that very from year-to-year from the second anniversary date through the fifth anniversary date and the amount due on the fifth anniversary date is due each anniversary date thereafter. Additionally, RespireRx is obligated to pay UWMRF one-time milestones (i) upon the dosing of the first patient is a Phase II clinical trial, (ii) upon the dosing of the first patient in a Phase III clinical trial and (iii) upon approval by the FDA” of a NDA. RespireRx is also obligated to pay annual royalties on net sales of patented products, and other products as described and defined in the UWMRF Patent License Agreement, subject to reduction due to royalty stacking provisions. The royalty percentages are also subject to annual minimum amounts after first commercial sale of a licensed product of which annual minimums increase in two-year increments until they reach a fixed amount in year six and thereafter. UWMRF was granted stock appreciation rights providing UWMRF with the right to receive an amount equal to 4.9% of the consideration received upon the sale or assignment of one or more of the neuromodulator programs above $1 per program. The Company must provide UWMRF with an annual development plan by September 30, 2021 and each September 30 th A Conversions of Certain Convertible Notes The table below summarizes the conversions of several convertible notes after June 30, 2020. Date Principal Interest Total No. Shares 2020 converted converted Costs converted issued Convertible note issued in November 2019 July 1 $ 20,500 $ 1,348 $ - $ 21,848 9,103,313 July 7 $ 10,000 $ 674 - $ 10,674 4,447,488 Total $ 30,500 $ 2,022 $ - $ 32,522 13,550,801 Exercises of Certain Warrants on a Cashless Basis The table below summarizes the exercise of warrants after June 30, 2020. Warrant exercises Date 2020 Number of warrants Number of shares issued Warrants Associated With August 2019 Convertible Note July 1 10,063,627 9,490,000 July 7 10,604,454 10,000,000 July 10 10,604,454 10,000,000 July 23 2,997,219 2,826,861 Warrants Associated With October 2019 Convertible Note July 31 13,300,000 12,641,650 August 7 14,000,000 13,307,000 August 12 14,000,000 13,307,000 Total 75,569,754 71,572,511 Reimbursement of Advances made by Officers to the Company Advances to the Company, included in Notes payable to officers in the Company’s condensed consolidated balance sheet as of June 30, 2020, made by Jeff E. Margolis, were repaid, in part, such repayment being $4,000. | 10. Subsequent Events On March 10, 2020, RespireRx was served a complaint and summons dated February 21, 2020 related to a December 16, 2019 demand for payment of past due invoices inclusive of late fees totaling $103,890 of which $3,631 relates to late fees which seeks $100,259 plus 1.5% interest per month on outstanding unpaid invoices. On Friday March 13, 2020, RespireRx and its counsel communicated with vendor’s counsel and discussed why a settlement of such matter would be in the best interests of both parties. As of December 31, 2019, the Company had recorded accounts payable of $99,959 to such vendor an amount considered by the Company to be reasonable given the ongoing settlement discussions. The due date of the $100,000 annual amount payable to the University of Illinois that was originally due on December 31, 2019 pursuant to the 2014 License Agreement, was extended to June 30, 2020. On March 2, 2020, RespireRx and UWM Research Foundation, an affiliate of the University of Wisconsin-Milwaukee, entered into an option agreement (“UWMRF Option Agreement”) pursuant to which RespireRx has a six-month option to license the identified intellectual property pursuant to license terms substantially in the Form of a Patent License Agreement (“UWMRF License Agreement”) that is attached to the UWMRF Option Agreement as Appendix I. The UWMRF License Agreement, if it becomes effective, will expand the Company’s neuromodulator program which has historically included the Company’s AMPAkine program to include a GABA-A program as well. On March 20, 2020, the holder of the August 2019 Convertible Note converted $1,000 of principal and $866 of reimbursable costs into 200,000 shares of the Company’s common stock. On March 16, 2020 the same holder converted $1,000 principal amount and $866 of reimbursable conversion costs into 200,000 shares of the Company’s common stock. On February 24, 2020 the same holder converted $6,150 principal amount and $1,200 of reimbursable costs into 175,000 shares of the Company’s common stock. There remains $46,850 of principal amount plus accrued interest due on the August 2019 Convertible Note (See Note 4. Notes Payable – Convertible Notes Payabl On March 20, 2020, the holder of the May 2019 Convertible Note converted $493 of principal and $750 of reimbursable costs into 259,000 shares of the Company’s common stock. There remains $44,953 of principal amount plus accrued interest due on the May 2019 Convertible Note. (See Note 4. Notes Payable – Convertible Notes Payable On March 26, 2020 the holder of the April 2019 Convertible Note converted $5,600 principal amount and $3,510 of interest into 1,247,945 shares of the Company’s common stock which resulted in the full repayment of all amounts owed pursuant to the April 2019 Convertible Note. On March 24, 2020 and March 20, 2019, the holder of the April 2019 Convertible Note converted $1,800 principal amount on each date into 246,575 shares of the Company’s common stock on each date. Similarly, on March 19, 2020 the holder of the April 2019 Convertible Note converted $1,800 principal amount into 246,575 shares of the Company’s common stock. On January 6, 2020, February 18, 2020 and March 4, 2020 the holder of the April 2019 Convertible Note converted $9,800, $9,400 and $8,300 respectively, of principal amount into 200,820, 217,090 and 226,776 shares of the Company’s common stock respectively. There remains no principal amount or accrued interest due on the April 2019 Convertible Note. (See Note 4. Notes Payable – Convertible Notes Payable On March 21, 2020, the Company entered into five separately negotiated Exchange Agreements (each an “Exchange Agreement” and collectively, the “Exchange Agreements”) with certain existing holders (the “Noteholders”) of Convertible Promissory Notes of the Company (the “Notes”). On March 22, 2020 (the “Closing Date”), each Noteholder exchanged his, her or its Note or Notes for shares of common stock of the Company as contemplated by the respective Exchange Agreement. The Noteholders were issued the Notes by the Company on one or more of the following dates: December 31, 2014, December 6, 2018, December 7, 2018, February 27, 2019, March 6, 2019 and March 14, 2019. Under the Exchange Agreements, an aggregate of $255,786.37 principal amount and accrued interest with respect to the Notes were exchanged and cancelled in return for an aggregate of 17,052,424 shares of Common Stock. On March 21, 2020, two directors and officers of the Company, agreed to forgive a portion of the accrued but unpaid compensation to which each was entitled pursuant to his employment agreement with the Company, equal to $153,000 each. On March 22, 2020, the Company issued to each of them 4,500,000 shares of Common Stock in exchange for this forgiveness, which equates to a per share value of $0.034 per share, the closing share price of Common Stock on Friday, March 20, 2020, the last business day prior to the transaction. Under the terms of the April 2019 Convertible Note, the May 2019 Convertible Note, the August 2019 Convertible Note, the October 2019 Convertible Note and the November 2019 Convertible Note (each a “Subsequent Note” and collectively, the “Subsequent Notes”), the Company is subject to covenants to maintain a number of reserved shares of common stock with respect to these Subsequent Notes. The reserve requirement is generally a multiple of the number of shares of common stock that would be issued if there were a conversion pursuant to the terms of the applicable Subsequent Note. A breach by the Company of these covenants is an event of default under the terms of the April, August and October Subsequent Notes that generally increases the applicable note’s principal amount and interest rate, and accelerates its maturity date, making the debt immediately due and payable. For the May Subsequent Note, the provisions are similar, but a notice of default is required before such increases and acceleration. For the November Subsequent Note, an event of default will only occur if the holder requests replenishment of the reserves, and that request is not met within three days or a subsequent five-day cure period. The holder of the November Subsequent Note has not yet made such request. (See Note 4. Notes Payable – Convertible Notes Payable On March 21 and 22, 2020, the board of directors of Company approved, and on March 22, 2020 the holders of a majority of the outstanding shares of the Company’s common stock executed written consents approving a Certificate of Amendment to the Company’s Certificate of Incorporation. When filed with the Secretary of State of Delaware, the Certificate of Amendment will increase the number of authorized shares of Common Stock of the Company from 65,000,000 to 1,000,000,000. The Company as required, filed a Form DEF 14C Information Statement with the Securities and Exchange Commission. The filing was made on April 10, 2020. The Company is required to provide (generally by mail), the DEF 14C to its shareholders who did not consent to the action. Twenty days after the commencement of the distribution of the Form DEF 14C, the Company is eligible to file the Certificate of Amendment with the Secretary of State of Delaware. The Company has taken this action primarily to increase the number of authorized shares available and to bring it back into compliance with the covenants in the Subsequent Notes regarding the required number of reserved shares of common stock. As described above, the outstanding principal of certain of the Subsequent Notes has been reduced as the holders of these notes have converted a portion of the outstanding principal in exchange for Common Shares, pursuant to the term of the applicable Subsequent Note. With respect to those Subsequent Notes for which conversions have occurred, interest continues to accrue based upon the reduced principal amount of the relevant Subsequent Note. The Company has received waivers of the reserve requirements from several of the Subsequent Note holders until April 30, 2020. The Company is in discussions with the relevant remaining holders of the Subsequent Notes with respect to this recent action, seeking waivers regarding the technical breach of the reserve provisions until such time as the increase in authorized shares is effective, which the Company currently expects will be on or about April 30, 2020, at which time the Company expects that the number of reserved shares will again be in compliance with the applicable covenants. Dr. Lippa and Mr. Margolis have made advances to the Company on April 13, 2020 totaling $18,500 in the aggregate, which funds were utilized to make a payment of $18,000 to the Company’s auditors. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of RespireRx and its wholly owned subsidiary, Pier. Intercompany balances and transactions have been eliminated in consolidation. | Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of RespireRx and its wholly-owned subsidiary, Pier. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, among other things, accounting for potential liabilities, and the assumptions used in valuing stock-based compensation issued for services. Actual amounts may differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, among other things, accounting for potential liabilities, and the assumptions used in valuing stock-based compensation issued for services. Actual amounts may differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit risk by investing its cash with high quality financial institutions. The Company’s cash balances may periodically exceed federally insured limits. The Company has not experienced a loss in such accounts to date. | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit risk by investing its cash with high quality financial institutions. The Company’s cash balances may periodically exceed federally insured limits. The Company has not experienced a loss in such accounts to date. |
Fair Value of Financial Instruments | Value of Financial Instruments The authoritative guidance with respect to value of financial instruments established a value hierarchy that prioritizes the inputs to valuation techniques used to measure value into three levels and requires that assets and liabilities carried at value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers into and out of Levels 1 and 2, and activity in Level 3 value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. The Company determines the level in the value hierarchy within which each value measurement falls in its entirety, based on the lowest level input that is significant to the value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amounts of financial instruments (consisting of cash, cash equivalents, and accounts payable and accrued expenses) are considered by the Company to be representative of the respective values of these instruments due to the short-term nature of those instruments. With respect to the note payable to SY Corporation (as defined below) and the convertible notes payable, management does not believe that the credit markets have materially changed for these types of borrowings since the original borrowing date. The Company considers the carrying amounts of the notes payable to officers, inclusive of accrued interest, to be representative of the respective values of such instruments due to the short-term nature of those instruments and their terms. | Fair Value of Financial Instruments The authoritative guidance with respect to fair value of financial instruments established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers into and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amounts of financial instruments (consisting of cash, advances on research grants and accounts payable and accrued expenses) are considered by the Company to be representative of the respective fair values of these instruments due to the short-term nature of those instruments. With respect to the note payable to SY Corporation and the convertible notes payable, management does not believe that the credit markets have materially changed for these types of borrowings since the original borrowing date. The Company considers the carrying amounts of the notes payable to officers, inclusive of accrued interest, to be representative of the respective fair values of such instruments due to the short-term nature of those instruments and their terms. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in connection with ongoing debt and equity financings, including legal fees, are deferred until the related financing is either completed or abandoned. Costs related to abandoned debt or equity financings are charged to operations in the period of abandonment. Costs related to completed equity financings are netted against the proceeds. | Deferred Financing Costs Costs incurred in connection with ongoing debt and equity financings, including legal fees, are deferred until the related financing is either completed or abandoned. Costs related to abandoned debt or equity financings are charged to operations in the period of abandonment. Costs related to completed equity financings are netted against the proceeds. |
Capitalized Financing Costs | Capitalized Financing Costs The Company presents debt issuance costs related to debt obligations in its consolidated balance sheet as a direct deduction from the carrying amount of that debt obligation, consistent with the presentation for debt discounts. | Capitalized Financing Costs The Company presents debt issuance costs related to debt liability in its consolidated balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation for debt discounts. |
Convertible Notes Payable | Convertible Notes Payable Convertible notes are evaluated to determine if they should be recorded at amortized cost. To the extent that there are associated warrants or a beneficial conversion feature, the convertible notes and warrants are evaluated to determine if there are embedded derivatives to be identified, bifurcated and valued in connection with and at the time of such financing. | Convertible Notes Payable Convertible notes are evaluated to determine if they should be recorded at amortized cost. To the extent that there are associated warrants, commitment shares or a beneficial conversion feature, the convertible notes and warrants are evaluated to determine if there are embedded derivatives to be identified, bifurcated and valued at fair value in connection with and at the time of such financing. |
Notes Exchanges | Notes Exchanges In cases where debt or other liabilities are exchanged for equity, the Company compares the carrying value of debt, inclusive of accrued interest, if applicable, being exchanged, to the value of the equity issued and records any loss or gain as a result of such exchange. See Note 4. Notes Payable. | |
Extinguishment of Debt and Settlement of Liabilities | Extinguishment of Debt and Settlement of Liabilities The Company accounts for the extinguishment of debt and settlement of liabilities by comparing the carrying value of the debt or liability to the value of consideration paid or assets given up and recognizing a loss or gain in the condensed consolidated statement of operations in the amount of the difference in the period in which such transaction occurs. | Extinguishment of Debt The Company accounts for the extinguishment of debt in accordance with GAAP by comparing the carrying value of the debt to the fair value of consideration paid or assets given up and recognizing a loss or gain in the consolidated statement of operations in the amount of the difference in the period in which such transaction occurs. |
Prepaid Insurance | Prepaid Insurance Prepaid insurance represents the premium paid in March 2020 for directors and officers insurance, as well as the amortized amount of an April 2020 premium payment for office-related insurances and clinical trial coverage. Directors’ and Officers’ insurance tail coverage, purchased in March 2013 expired in March 2020 and all prepaid amounts have been fully amortized. The amounts of prepaid insurance amortizable in the ensuing twelve-month period are recorded as prepaid insurance in the Company’s consolidated balance sheet at each reporting date and amortized to the Company’s consolidated statement of operations for each reporting period. | Prepaid Insurance Prepaid insurance represents the premium paid in March 2019 for directors’ and officers’ insurance as well as the amount paid in April 2019 for office-related insurances and clinical trial coverage. Directors’ and officers’ insurance tail coverage, purchased in March 2013 and which is a seven-year policy, is being amortized on a straight-line basis over the policy period and all amounts due within one year are reclassified as current prepaid insurance. The amount amortizable in the ensuing twelve-month period is recorded as prepaid insurance in the Company’s consolidated balance sheet at each reporting date and amortized to the Company’s consolidated statement of operations for each reporting period. Amounts due after the ensuing year are recorded as long-term prepaid insurance. |
Stock-Based Awards | Stock-Based Awards The Company periodically issues common stock and stock options to officers, directors, Scientific Advisory Board members, consultants and vendors for services rendered. Such issuances vest and expire according to terms established at the issuance date of each grant. The Company accounts for stock-based payments to officers, directors, outside consultants and vendors by measuring the cost of services received in exchange for equity awards based on the grant date value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s consolidated financial statements over the vesting period of the awards. Stock grants, which are sometimes subject to time-based vesting, are measured at the grant date fair value and charged to operations ratably over the vesting period. Stock options granted to members of the Company’s outside consultants and other vendors are valued on the grant date. As the stock options vest, the Company recognizes this expense over the period in which the services are provided. The value of stock options granted as stock-based payments is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock over the term of the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of common stock is determined by reference to the quoted market price of the Company’s common stock. Stock options and warrants issued to non-employees as compensation for services to be provided to the Company or in settlement of debt are accounted for based upon the fair value of the services provided or the estimated fair value of the stock option or warrant, whichever can be more clearly determined. Management uses the Black-Scholes option-pricing model to determine the fair value of the stock options and warrants issued by the Company. The Company recognizes this expense over the period in which the services are provided. The Company recognizes the value of stock-based payments in general and administrative costs and in research and development costs, as appropriate, in the Company’s condensed consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option and warrant exercises. | Stock-Based Awards The Company periodically issues common stock and stock options to officers, directors, Scientific Advisory Board members, consultants and other vendors for services rendered. Such issuances vest and expire according to terms established at the issuance date of each grant. The Company accounts for stock-based payments to officers and directors by measuring the value of the equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s consolidated financial statements over the vesting period of the awards. Stock grants, which are sometimes subject to time-based vesting, are measured at the grant date fair value and charged to operations ratably over the vesting period. Stock options granted to members of the Company’s outside consultants and other vendors are valued on the grant date. As the stock options vest, the Company recognizes this expense over the period in which the services are provided. The fair value of stock options granted as stock-based compensation is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair value of the common stock on the grant date, and the estimated volatility of the common stock over the estimated life of the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of common stock is determined by reference to the quoted market price of the Company’s common stock. Stock options and warrants issued to non-employees as compensation for services to be provided to the Company or in settlement of debt are accounted for based upon the fair value of the services provided or the estimated fair value of the stock option or warrant, whichever can be more clearly determined. Management uses the Black-Scholes option-pricing model to determine the fair value of the stock options and warrants issued by the Company. The Company recognizes this expense over the period in which the services are provided. During the fiscal year ended December 31, 2019, there were no stock options granted to officers, directors, Scientific Advisory Board members, consultants or other vendors. During fiscal year ended December 31, 2018, there were stock grants totaling 283,643 shares of common stock to designees of one vendor with a value on the date of the grant of $198,550 which amount paid $198,550 of account payable to that vendor. There was no gain or loss on such stock grant. For stock options requiring an assessment of value during the fiscal years ended December 31, 2019 and 2018, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model using the following assumptions: 2019 2018 Risk-free interest rate - % 2.64-2.89 % Expected dividend yield - % 0 % Expected volatility - % 186.07-222.64 % Expected life at date of issuance - 5 years The expected life is estimated to be equal to the term of the common stock options issued in 2018. The Company recognizes the fair value of stock-based awards in general and administrative costs and in research and development costs, as appropriate, in the Company’s consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option and warrant exercises. There were no stock options exercised during the fiscal years ended December 31, 2019 and 2018. There were no warrants issued as compensation or for services during the fiscal years ended December 31, 2019 and 2018 requiring such assessment. Warrants, if issued for services, are typically issued to placement agents or brokers for fund raising services and are not issued from any of the Company’s stock and option plans, from which options issued to non-employees for services are typically issued. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have had a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it anticipates it will be able to utilize these tax attributes. As of June 30, 2020, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of June 30, 2020, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. | Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have had a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it anticipates it will be able to utilize these tax attributes. As of December 31, 2019, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2019, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. |
Foreign Currency Transactions | Foreign Currency Transactions The note payable to SY Corporation (as defined below), which is denominated in a foreign currency (the South Korean Won), is translated into the Company’s functional currency (the United States Dollar) at the exchange rate on the balance sheet date. The foreign currency exchange gain or loss resulting from translation is recognized in the related condensed consolidated statements of operations. | Foreign Currency Transactions The note payable to SY Corporation, which is denominated in a foreign currency (the South Korean Won), is translated into the Company’s functional currency (the United States Dollar) at the exchange rate on the balance sheet date. The foreign currency exchange gain or loss resulting from translation is recognized in the related consolidated statements of operations. |
Research and Development | Research and Development Research and development costs include compensation paid to management directing the Company’s research and development activities, including but not limited to compensation paid to our former Interim Chief Executive Officer and Interim President who is also our Chief Scientific Officer and fees paid to consultants and outside service providers and organizations (including research institutes at universities), and other expenses relating to the acquisition, design, development and clinical testing of the Company’s treatments and product candidates. | Research and Development Research and development costs include compensation paid to management directing the Company’s research and development activities, including but not limited to compensation paid to our Interim Chief Executive Officer and Interim President who is also our Chief Scientific Officer and fees paid to consultants and outside service providers and organizations (including research institutes at universities), and other expenses relating to the acquisition, design, development and clinical testing of the Company’s treatments and product candidates. |
License Agreements | License Agreements Obligations incurred with respect to mandatory payments provided for in license agreements are recognized ratably over the appropriate period, as specified in the underlying license agreement, and are recorded as liabilities in the Company’s condensed consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s condensed consolidated statement of operations. Obligations incurred with respect to milestone payments provided for in license agreements are recognized when it is probable that such milestone will be reached and are recorded as liabilities in the Company’s condensed consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s condensed consolidated statement of operations. Payments of such liabilities are made in the ordinary course of business. | License Agreements Obligations incurred with respect to mandatory payments provided for in license agreements are recognized ratably over the appropriate period, as specified in the underlying license agreement, and are recorded as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. Obligations incurred with respect to milestone payments provided for in license agreements are recognized when it is probable that such milestone will be reached and are recorded as liabilities in the Company’s consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s consolidated statement of operations. Payments of such liabilities are made in the ordinary course of business. |
Patent Costs | Patent Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, all patent costs, including patent-related legal and filing fees, are expensed as incurred and recorded as general and administrative expenses. | Patent Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, all patent costs, including patent-related legal and filing fees, are expensed as incurred and are charged to general and administrative expenses. |
Earnings Per Share | Earnings per Share The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Net loss attributable to common stockholders consists of net loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. At June 30, 2020 and 2019, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. June 30, 2020 2019 Series B convertible preferred stock 11 11 Convertible notes payable 55,578,272 564,797 Common stock warrants 124,514,653 1,876,198 Common stock options 4,188,630 4,333,763 Total 184,281,566 6,774,769 | Earnings per Share The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Net income (loss) attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. At December 31, 2019 and 2018, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2019 2018 Series B convertible preferred stock 11 11 Convertible notes payable 7,017,896 16,319 Common stock warrants 2,191,043 1,783,229 Common stock options 4,344,994 4,344,994 Total 13,553,944 6,144,553 |
Reclassifications | Reclassifications Certain comparative figures in 2019 have been reclassified to conform to the current quarter’s presentation. These reclassifications were immaterial, both individually and in the aggregate. | Reclassifications Certain comparative figures in 2018 have been reclassified to conform to the current year’s presentation. These reclassifications were immaterial, both individually and in the aggregate. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The subtitle is Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This Accounting Standard Update (“ASU”) addresses complex financial instruments that have characteristics of both debt and equity. The application of this ASU would reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models would result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The Company has historically issued complex financial instruments and has considered whether embedded conversion features have existed within those contracts or whether derivatives would appropriately be bifurcated. To date, no such bifurcation has been necessary. However, it is possible that this ASU may have a substantial impact on the Company’s financial statements. Management is evaluating the potential impact. This ASU becomes effective for fiscal years beginning after December 15, 2023. In March 2020, The FASB issued Accounting Standards Update No. 2020-03, Codification Improvements to Financial Instruments. There are seven issues addressed in this update. Issues 1 through 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 become 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 other updates. Management’s initial analysis is that it does not believe the new guidance will substantially impact the Company’s financial statements. In December 2019, the FASB issued an amendment to the guidance on income taxes which is intended to simplify the accounting for income taxes. The amendment eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of the deferred tax liabilities for outside basis differences. The amendment also clarifies existing guidance related to the recognition of franchise tax, the evaluation of a step up in the tax basis of goodwill, and the effects of enacted changes in tax laws or rates in the effective tax rate computation, among other clarifications. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Management is currently evaluating the impact the guidance will have on our consolidated financial statements. In June 2016, the FASB issued an amendment to the guidance on the measurement of credit losses on financial instruments. The amendment updates the guidance for measuring and recording credit losses on financial assets measured and amortized cost by replacing the “incurred loss” model with an “expected loss” model. Accordingly, these financial assets will be presented at the net amount expected to be collected. The amendment also requires that credit losses related to available-for-sale debt securities be recorded as an allowance through net income rather than reducing the carrying amount under the current, other-than-temporary-impairment model. The guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. Early adoption is permitted for annual periods after December 15, 2018. Management is currently evaluating the impact the guidance will have on our consolidated financial statements. | Recent Accounting Pronouncements In March 2020, The FASB issued Accounting Standards Update 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 become 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 other updates. Management’s initial analysis is that it does not believe the new guidance will substantially impact the Company’s financial statements. In November 2019, the FASB issued Accounting Standards Update No. 2019-08, “Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606)- Codification Improvements-Share-Based Consideration Payable to a Customer In August 2018, the FASB issued Accounting Standards Update No. 2018-13, “Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. These amendments affect the disclosures of the fair value of financial instruments. See Note 3. Summary of Significant Account Policies – Fair Value of Financial Instruments. In June 2018, the FASB issued Accounting Standards Update No. 2018-07 (“ASU 2018-07”), Compensation-Stock Compensation (Topic 718)—Improvements to Nonemployee Share-Based Payment Accounting. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | June 30, 2020 2019 Series B convertible preferred stock 11 11 Convertible notes payable 55,578,272 564,797 Common stock warrants 124,514,653 1,876,198 Common stock options 4,188,630 4,333,763 Total 184,281,566 6,774,769 | At December 31, 2019 and 2018, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2019 2018 Series B convertible preferred stock 11 11 Convertible notes payable 7,017,896 16,319 Common stock warrants 2,191,043 1,783,229 Common stock options 4,344,994 4,344,994 Total 13,553,944 6,144,553 |
Summary of Fair Value of Option Estimated Using Black-Scholes Pricing Model with Valuation Assumptions | For stock options requiring an assessment of value during the fiscal years ended December 31, 2019 and 2018, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model using the following assumptions: 2019 2018 Risk-free interest rate - % 2.64-2.89 % Expected dividend yield - % 0 % Expected volatility - % 186.07-222.64 % Expected life at date of issuance - 5 years |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Schedule of Convertible Notes Payable | The outstanding amounts of the April 2020 Note and June 2020 Note consist of the following at June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Principal amount of notes payable $ 96,000 $ - Unamortized portion of note discounts (82,254 ) Accrued interest payable 1,649 - $ 15,395 $ - | The 2018 Convertible Notes and 2019 Q1 Convertible Notes consist of the following at December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Principal amount of notes payable $ 190,000 $ 80,000 Discount associated with issuance of warrants net of amortization of $82,159 as of December 31, 2019 and $8,379 as of December 31, 2018 - (27,968 ) Accrued interest payable 17,976 401 $ 207,976 $ 52,433 The remaining outstanding Original Convertible Notes (including those for which default notices have been received) consist of the following at December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Principal amount of notes payable $ 125,000 $ 125,000 Accrued interest payable 82,060 62,233 $ 207,060 $ 187,233 |
Schedule of Convertible Notes Outstanding | Inception date Maturity date Original principal amount Interest rate Original aggregate DIC, OID, BCF, NW and CS Cumulative amortization of DIC, OID, BCF, NW and CS Principal remaining at June 30, 2020 Accrued Interest at June 30, 2020 Balance sheet carrying amount at June 30, 2020 inclusive of accrued interest November 4, 2019 November 4, 2020 $ 170,000 10 % $ 170,000 $ 148,211 $ 30,500 $ 1,964 $ 10,675 May 17, 2019 May 17, 2020, extended to November 17, 2020 $ 50,000 10 % $ 50,000 $ 50,000 $ - $ 2,747 $ 2,747 Total $ 220,000 $ 220,000 $ 198,211 $ 30,500 $ 4,711 $ 13,422 | |
Summary of Note Payable to Related Party | The 2018 Q4 Notes and 2019 Q1 Notes consist of the following at June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Principal amount of notes payable $ 35,000 $ 190,000 Accrued interest payable 5,321 17,976 $ 40,321 $ 207,976 | Note payable to SY Corporation consists of the following at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 363,280 315,307 Foreign currency transaction adjustment 3,182 29,360 $ 766,236 $ 744,441 |
Summary of Original Convertible Notes Outstanding | The remaining outstanding Original Convertible Notes (including that for which a default notice has been received) consist of the following at June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Principal amount of notes payable $ 75,000 $ 125,000 Accrued interest payable 57,616 82,060 $ 132,616 $ 207,060 | |
November 2019 Convertible Note [Member] | ||
Schedule of Convertible Notes Payable | The table below provides a summary of the November 2019 Convertible Note as of December 31, 2019. Principal amount of note payable $ 170,000 Debt discounts, net of amortization of $26,940 (143,060 ) Accrued coupon interest 2,701 $ 29,641 | |
October 2019 Convertible Note [Member] | ||
Schedule of Convertible Notes Payable | The table below provides a summary of the October 2019 Convertible Note as of December 31, 2019. Principal amount of note payable $ 60,000 Debt discounts, net of amortization of $16,490 (47,512 ) Accrued coupon interest 1,167 $ 13,655 | |
August 2019 Convertible Note [Member] | ||
Schedule of Convertible Notes Payable | The table below provides a summary of the August 2019 Convertible Note as of December 31, 2019. Principal amount of note payable $ 55,000 Debt discounts, net of amortization of $27,781 (27,218 ) Accrued coupon interest 2,034 $ 29,816 | |
May 2019 Convertible Note [Member] | ||
Schedule of Convertible Notes Payable | The table below provides a summary of the May 2019 Convertible Note as of December 31, 2019. Principal amount of note payable after payment of $4,554 of principal $ 45,446 Debt discounts, net of amortization of $33,040 (17,181 ) Accrued coupon interest 3,108 $ 31,373 | |
April 2019 Convertible Note [Member] | ||
Schedule of Convertible Notes Payable | The table below provides a summary of the April 2019 Convertible Note as of December 31, 2019. Principal amount of note payable after payment of $20,000 of principal $ 38,500 Debt discounts, net of amortization of $37,762 (10,688 ) Accrued coupon interest 4,257 $ 32,069 | |
SY Corporation [Member] | ||
Summary of Original Convertible Notes Outstanding | Note payable to SY Corporation consists of the following at June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 387,201 363,280 Foreign currency transaction adjustment (26,760 ) 3,182 $ 760,215 $ 766,236 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Schedule of Warrants Activity | A summary of warrant activity for the six-months ended June 30, 2020 is presented below. Number of Weighted Weighted Warrants outstanding at December 31, 2019 2,191,043 $ 1.87109 3.44000 Warrants issued due to anti-dilution provisions increasing number of originally issued warrants included in December 31, 2019 balance 138,824,795 0.00153 3.70650 Exercised (16,501,185 ) 0.00157 - Warrants outstanding and exercisable at June 30, 2020 124,514,653 $ 0.03272 3.78506 A summary of warrant activity for the six months ended June 30, 2019 is presented below. Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Life (in Years) Warrants outstanding at December 31, 2018 1,783,229 $ 2.20393 3.06 Issued 152,372 1.41101 Expired (59,403 ) 2.65928 Warrants outstanding at June 30, 2019 1,876,198 $ 2.12512 2.79 Warrants exercisable at June 30, 2019 1,876,198 $ 2.12512 2.79 | A summary of warrant activity for the year ended December 31, 2019 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2018 1,783,229 $ 2.20393 3.06 Issued 477,372 0.79079 4.36 Expired (69,558 ) 2.98989 - Warrants outstanding at December 31, 2019 2,191,043 $ 1.87109 3.44 Warrants exercisable at December 31, 2018 1,783,229 $ 2.20393 3.06 Warrants exercisable at December 31, 2019 2,191,043 $ 1.87109 3.44 A summary of warrant activity for the year ended December 31, 2018 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2017 1,464,415 $ 2.68146 3.73 Issued 318,814 1.55618 4.50 Warrants outstanding at December 31, 2018 1,783,229 $ 2.20393 3.06 Warrants exercisable at December 31, 2017 1,464,415 $ 2,68146 3.73 Warrants exercisable at December 31, 2018 1,783,229 $ 2.20393 3.06 |
Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable | The exercise prices of common stock warrants outstanding and exercisable are as follows at June 30, 2020: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 0.001485 58,922,559 58,922,559 October 22, 2024 $ 0.001530 41,643,423 41,643,423 August 19, 2024 $ 0.001600 22,125,000 22,125,000 May 17, 2022 $ 1.000000 916,217 916,217 September 20, 2022 $ 1.500000 190,000 190,000 December 30, 2023 $ 1.562000 130,284 130,284 December 31, 2021 $ 1.575000 238,814 238,814 April 30, 2023 $ 2.750000 8,000 8000 September 20, 2022 $ 4.875000 108,594 108,594 September 30, 2020 $ 6.834800 145,758 145,758 September 30, 2020 $ 7.930000 86,004 86,004 February 28, 2021 124,514,653 124,514,653 The exercise prices of common stock warrants outstanding and exercisable are as follows at June 30, 2019: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 1.0000 916,217 916,217 September 20, 2022 $ 1.1800 42,372 42,372 May 17, 2022 $ 1.5000 190,000 190,000 December 30, 2023 $ 1.5620 130,284 130,284 December 31, 2021 $ 1.5750 238,814 238,814 April 30, 2023 $ 2.7500 8,000 8,000 September 20, 2022 $ 4.8500 5,155 5,155 September 23, 2019 $ 4.8750 108,594 108,594 September 30, 2020 $ 5.0000 5,000 5,000 September 22, 2019 $ 6.8348 145,758 145,758 September 30, 2020 $ 7.9300 86,004 86,004 February 28, 2021 1,876,198 1,876,198 | The exercise prices of common stock warrants outstanding and exercisable are as follows at December 31, 2019: Exercise Price Warrants Outstanding Warrants Exercisable Expiration Date $ 0.5000 175,000 175,000 October 22, 2024 $ 0.5000 150,000 150,000 August 19, 2024 $ 1.0000 916,217 916,217 September 20, 2022 $ 1.1800 42,372 42,372 May 17, 2022 $ 1.5000 190,000 190,000 December 30, 2023 $ 1.5620 130,284 130,284 December 31, 2021 $ 1.5750 238,814 238,814 April 30, 2023 $ 2.7500 8,000 8000 September 20, 2022 $ 4.8750 108,594 108,594 September 30, 2020 $ 6.8348 145,758 145,758 September 30, 2020 $ 7.9300 86,004 86,004 February 28, 2021 2,191,043 2,191,043 |
Summary of Stock Option Activity | A summary of stock option activity for the six-months ended June 30, 2020 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2019 4,287,609 $ 3.3798 4.98 Expired (98,979 ) 6.6242 - Options outstanding at June 30, 2020 4,188,630 $ 3.3031 4.59 Options exercisable at June 30, 2020 4,188,630 $ 3.3031 4.59 | A summary of stock option activity for the year ended December 31, 2019 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2018 4,344,994 $ 3.5414 5.90 Expired (57,385 ) 15.6139 - Options outstanding at December 31, 2019 4,287,609 $ 3.3798 4.98 Options exercisable at December 31, 2018 4,344,994 $ 3.5414 5.90 Options exercisable at December 31, 2019 4,287,609 $ 3.3789 4.98 A summary of stock option activity for the year ended December 31, 2018 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2017 3,996,167 $ 3.7634 6.30 Granted 348,827 1.1002 4.29 Options outstanding at December 31, 2018 4,344,994 $ 3.5414 5.90 Options exercisable at December 31, 2017 3,996,167 $ 3.7634 6.30 Options exercisable at December 31, 2018 4,344,994 $ 3.5414 5.90 |
Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable | The exercise prices of common stock options outstanding and exercisable were as follows at June 30, 2020: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.7000 21,677 21,677 November 21, 2023 $ 1.1200 310,388 310,388 April 5, 2023 $ 1.2500 16,762 16,762 December 7, 2022 $ 1.3500 34,000 34,000 July 28, 2022 $ 1.4500 1,849,418 1,849,418 December 9, 2027 $ 1.4500 100,000 100,000 December 9, 2027 $ 2.0000 285,000 285,000 June 30, 2022 $ 2.0000 25,000 25,000 July 26, 2022 $ 3.9000 395,000 395,000 January 17, 2022 $ 4.5000 7,222 7,222 September 2, 2021 $ 5.7500 2,608 2,608 September 12, 2021 $ 6.4025 27,692 27,692 August 18, 2020 $ 6.4025 129,231 129,231 August 18, 2022 $ 6.4025 261,789 261,789 August 18, 2025 $ 6.8250 8,791 8,791 December 11, 2020 $ 7.3775 523,077 523,077 March 31, 2021 $ 8.1250 169,231 169,231 June 30, 2022 $ 13.9750 3,385 3,385 March 14, 2024 $ 15.9250 2,462 2,462 February 28, 2024 $ 19.5000 9,487 9,487 July 17, 2022 $ 19.5000 6,410 6,410 August 10, 2022 4,188,630 4,188,630 | The exercise prices of common stock options outstanding and exercisable were as follows at December 31, 2019: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.7000 21,677 21,677 November 21, 2023 $ 1.1200 310,388 310,388 April 5, 2023 $ 1.2500 16,762 16,762 December 7, 2022 $ 1.3500 34,000 34,000 July 28, 2022 $ 1.4500 1,849,418 1,849,418 December 9, 2027 $ 1.4500 100,000 100,000 December 9, 2027 $ 2.0000 285,000 285,000 June 30, 2022 $ 2.0000 25,000 25,000 July 26, 2022 $ 3.9000 395,000 395,000 January 17, 2022 $ 4.5000 7,222 7,222 September 2, 2021 $ 5.6875 89,686 89,686 June 30, 2020 $ 5.7500 2,608 2,608 September 12, 2021 $ 6.4025 27,692 27,692 August 18, 2020 $ 6.4025 129,231 129,231 August 18, 2022 $ 6.4025 261,789 261,789 August 18, 2025 $ 6.8250 8,791 8,791 December 11, 2020 $ 7.3775 523,077 523,077 March 31, 2021 $ 8.1250 169,231 169,231 June 30, 2022 $ 13.9750 3,385 3,385 March 14, 2024 $ 15.4700 7,755 7,755 April 8, 2020 $ 15.9250 2,462 2,462 February 28, 2024 $ 16.6400 1,538 1,538 January 29, 2020 $ 19.5000 9,487 9,487 July 17, 2022 $ 19.5000 6,410 6,410 August 10, 2022 4,287,609 4,287,609 The exercise prices of common stock options outstanding and exercisable were as follows at December 31, 2018: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.7000 21,677 21,677 November 21, 2023 $ 1.1200 310,388 310,388 April 5, 2023 $ 1.2500 16,762 16,762 December 7, 2022 $ 1.3500 34,000 34,000 July 28, 2022 $ 1.4500 1,849,418 1,849,418 December 9, 2027 $ 1.4500 100,000 100,000 December 9, 2027 $ 2.0000 285,000 285,000 June 30, 2022 $ 2.0000 25,000 25,000 July 26, 2022 $ 3.9000 395,000 395,000 January 17, 2022 $ 4.5000 7,222 7,222 September 2, 2021 $ 5.6875 89,686 89,686 June 30, 2020 $ 5.7500 2,608 2,608 September 12, 2021 $ 6.4025 27,692 27,692 August 18, 2020 $ 6.4025 129,231 129,231 August 18, 2022 $ 6.4025 261,789 261,789 August 18, 2025 $ 6.8250 8,791 8,791 December 11, 2020 $ 7.3775 523,077 523,077 March 31, 2021 $ 8.1250 169,231 169,231 June 30, 2022 $ 13.0000 7,385 7,385 March 13, 2019 $ 13.0000 3,846 3,846 April 14, 2019 $ 13.9750 3,385 3,385 March 14, 2024 $ 15.4700 7,755 7,755 April 8, 2020 $ 15.9250 2,462 2,462 February 28, 2024 $ 16.0500 46,154 46,154 July 17, 2019 $ 16.6400 1,538 1,538 January 29, 2020 $ 19.5000 9,487 9,487 July 17, 2022 $ 19.5000 6,410 6,410 August 10, 2022 4,344,994 4,344,994 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Significant components of the Company’s deferred tax assets as of December 31, 2019 and 2018 are summarized below. December 31, 2019 2018 Capitalized research and development costs $ - $ 183,000 Research and development credits 3,017,000 3,017,000 Stock-based compensation 3,787,000 3,787,000 Stock options issued in connection with the payment of debt 202,000 202,000 Net operating loss carryforwards 19,982,000 20,424,000 Accrued compensation 586,000 367,000 Accrued interest due to related party 217,000 103,000 Other, net 8,000 8,000 Total deferred tax assets 27,799,000 28,091,000 Valuation allowance (27,799,000 ) (28,091,000 ) Net deferred tax assets $ - $ - |
Reconciliation of Income Tax Rate Federal Statutory Rate and Effective Tax Rate | Reconciled below is the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2019 and 2018. Years Ended December 31, 2019 2018 U. S. federal statutory tax rate (21.0 )% (21.0 )% Forgiveness of indebtedness - % - % Change in valuation allowance (1.0 )% (14.4 )% Adjustment to deferred tax asset 22.0 % 35.4 % Other - % - % Effective tax rate 0.0 % 0.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Summary of Principal Cash Obligations and Commitments | Payments Due By Year Total 2020 2021 2022 2023 2024 License agreements $ 510,370 $ 50,000 $ 115,092 $ 115,093 $ 130,185 $ 100,000 Employment agreements (1) 1,779,400 450,200 689,600 639,600 554,700 - Total $ 2,289,770 $ 500,200 $ 739,600 $ 654,700 $ 100,000 $ 100,000 | The following table sets forth the Company’s principal cash obligations and commitments for the next five fiscal years as of December 31, 2019, aggregating $995,900. Employment agreement amounts included in the 2020 column represent amounts contractually due at from January 1, 2020 through September 30, 2020 when such contracts expire unless extended pursuant to the terms of the contracts. Payments Due By Year Total 2020 2021 2022 2023 2024 License agreements $ 500,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000 Employment agreements (1) 495,900 495,900 - - - - Total $ 995,900 $ 595,900 $ 100,000 $ 100,000 $ 100,000 $ 100,000 (1) The payment of such amounts has been deferred indefinitely, as described above at “Employment Agreements”. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Summary of Conversions of Convertible Notes | The table below summarizes the conversions of several convertible notes after June 30, 2020. Date Principal Interest Total No. Shares 2020 converted converted Costs converted issued Convertible note issued in November 2019 July 1 $ 20,500 $ 1,348 $ - $ 21,848 9,103,313 July 7 $ 10,000 $ 674 - $ 10,674 4,447,488 Total $ 30,500 $ 2,022 $ - $ 32,522 13,550,801 |
Summary of Exercises of Warrants | Warrant exercises Date 2020 Number of warrants Number of shares issued Warrants Associated With August 2019 Convertible Note July 1 10,063,627 9,490,000 July 7 10,604,454 10,000,000 July 10 10,604,454 10,000,000 July 23 2,997,219 2,826,861 Warrants Associated With October 2019 Convertible Note July 31 13,300,000 12,641,650 August 7 14,000,000 13,307,000 August 12 14,000,000 13,307,000 Total 75,569,754 71,572,511 |
Business (Details Narrative)
Business (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Net losses | $ (816,137) | $ (946,718) | $ (477,213) | $ (540,332) | $ (1,762,855) | $ (1,017,545) | $ (2,115,033) | $ (2,591,790) | |
Negative operating cash flows | (106,448) | (266,278) | (487,745) | (427,368) | |||||
Stockholders' deficiency | $ (7,846,748) | $ (7,451,419) | $ (6,617,038) | $ (6,227,775) | $ (7,846,748) | $ (6,617,038) | $ (7,444,819) | $ (5,733,225) | $ (4,355,384) |
Business (Details Narrative) (1
Business (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Net losses | $ (816,137) | $ (946,718) | $ (477,213) | $ (540,332) | $ (1,762,855) | $ (1,017,545) | $ (2,115,033) | $ (2,591,790) | |
Negative operating cash flows | (106,448) | (266,278) | (487,745) | (427,368) | |||||
Stockholders' deficiency | $ (7,846,748) | $ (7,451,419) | $ (6,617,038) | $ (6,227,775) | $ (7,846,748) | $ (6,617,038) | $ (7,444,819) | $ (5,733,225) | $ (4,355,384) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Apr. 05, 2018 | |
Accounting Policies [Abstract] | |||
Number of stock or stock options granted | 283,643 | ||
Account payable | $ 198,550 | $ 198,550 | $ 124,025 |
Stock options exercised | |||
Number of warrants issued |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Fair Value of Option Estimated Using Black-Scholes Pricing Model with Valuation Assumptions (Details) (10-K) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Risk-free interest rate | 0.00% | |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 0.00% | |
Expected life | 5 years | |
Minimum [Member] | ||
Risk-free interest rate | 2.64% | |
Expected volatility | 186.07% | |
Maximum [Member] | ||
Risk-free interest rate | 2.89% | |
Expected volatility | 222.64% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 184,281,566 | 6,774,769 | 13,553,944 | 6,144,553 |
Series B Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 11 | 11 | 11 | 11 |
Convertible Notes Payable [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 55,578,272 | 564,797 | 7,017,896 | 16,319 |
Common Stock Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 124,514,653 | 1,876,198 | 2,191,043 | 1,783,229 |
Common Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 4,188,630 | 4,333,763 | 4,344,994 | 4,344,994 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (10-K) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 184,281,566 | 6,774,769 | 13,553,944 | 6,144,553 |
Series B Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 11 | 11 | 11 | 11 |
Convertible Notes Payable [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 55,578,272 | 564,797 | 7,017,896 | 16,319 |
Common Stock Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 124,514,653 | 1,876,198 | 2,191,043 | 1,783,229 |
Common Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 4,188,630 | 4,333,763 | 4,344,994 | 4,344,994 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Mar. 20, 2020USD ($)$ / sharesshares | Jun. 25, 2012USD ($) | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Jun. 07, 2020USD ($) | Apr. 15, 2020USD ($) | Mar. 21, 2020USD ($)$ / shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 25, 2012KRW (₩) |
Proceeds from loan | $ 90,000 | $ 213,500 | ||||||||||||
Debt instrument maturity date | Jun. 25, 2013 | |||||||||||||
Debt instrument interest rate | 12.00% | 10.00% | 12.00% | |||||||||||
Accrued interest | $ 18,666 | |||||||||||||
Initial value of note | $ 44,948 | 44,948 | 43,666 | |||||||||||
Gain (loss) on extinguishment of debt | (323,996) | $ (166,382) | ||||||||||||
Stockholder's percentage | 20.00% | 20.00% | ||||||||||||
Interest expense | 190,606 | 70,533 | 331,316 | 151,645 | 404,661 | 136,243 | ||||||||
Ten Monthly Installments [Member] | ||||||||||||||
Debt periodic payments | 8,256 | 7,120 | ||||||||||||
Dr. Arnold S.Lippa [Member] | ||||||||||||||
Interest expense | 2,817 | 2,561 | 5,633 | 5,094 | ||||||||||
Dr. James S. Manuso [Member] | ||||||||||||||
Interest expense | 4,228 | 3,843 | 8,439 | 7,645 | 15,416 | 12,769 | ||||||||
SY Corporation [Member] | ||||||||||||||
Debt face amount | $ 400,000 | |||||||||||||
Interest expense | $ 11,960 | $ 11,829 | $ 23,921 | $ 23,789 | 47,971 | 47,973 | ||||||||
SY Corporation [Member] | Won [Member] | ||||||||||||||
Debt face amount | ₩ | ₩ 465,000,000 | |||||||||||||
April 2020 Note [Member] | ||||||||||||||
Debt instrument maturity date | Apr. 15, 2021 | |||||||||||||
April 2020 Note [Member] | Securities Purchase Agreement [Member] | RespireRx and Power Up Lending Group Ltd [Member] | ||||||||||||||
Convertible note | $ 53,000 | |||||||||||||
June 2020 Note [Member] | ||||||||||||||
Debt instrument maturity date | Jun. 7, 2021 | |||||||||||||
June 2020 Note [Member] | Securities Purchase Agreement [Member] | RespireRx and Power Up Lending Group Ltd [Member] | ||||||||||||||
Convertible note | $ 43,000 | |||||||||||||
Two Convertible Promissory Notes [Member] | ||||||||||||||
Proceeds from loan | $ 90,000 | |||||||||||||
Legal fees | 5,000 | |||||||||||||
Diligence fees | $ 1,000 | |||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | ||||||||||||
Debt instrument description | Bear interest at a rate equal to 12% per annum, with any amount of principal or interest which is not paid when due bearing interest at the rate of 22% per annum. | |||||||||||||
Ownership percentage | 4.99% | 4.99% | ||||||||||||
Debt conversion price percentage | 0.61 | |||||||||||||
Debt instrument percentage description | RespireRx may prepay the outstanding principal amount under the April 2020 Note and the June 2020 Note by paying a certain percentage of the sum of the outstanding principal, interest, default interest and other amounts owed. Such percentage varies from 120% to 145% depending on the period in which the prepayment occurs, as set forth in the April 2020 Note and June 2020 Note, respectively. | |||||||||||||
2019 Convertible Note [Member] | ||||||||||||||
Debt instrument maturity date | Nov. 17, 2020 | |||||||||||||
Debt face amount | $ 150,000 | $ 150,000 | ||||||||||||
Initial drawdown | 50,000 | 50,000 | ||||||||||||
Accrued interest | $ 2,747 | $ 2,747 | ||||||||||||
2018 Q4 and 2019 Q1 Notes [Member] | ||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||||||
Debt face amount | $ 155,000 | $ 190,000 | $ 190,000 | |||||||||||
Accrued interest | $ 17,911 | |||||||||||||
Warrant to purchase shares | shares | 190,000 | 190,000 | ||||||||||||
Warrant fair value | $ 146,805 | |||||||||||||
Fair value of convertible note and warrant | 336,805 | |||||||||||||
Debt instrument original issue discount | $ 82,159 | 82,159 | ||||||||||||
Initial value of note | 107,841 | $ 107,841 | ||||||||||||
Common stock exchange price per share | $ / shares | $ 0.034 | $ 0.015 | ||||||||||||
Number of debt exchanged for shares of common stock | shares | 11,527,407 | |||||||||||||
Gain (loss) on extinguishment of debt | $ 219,021 | |||||||||||||
Debt conversion, description | The 2019 Convertible Notes discussed above, which the Company does not consider to have arisen from one or more offerings, may be interpreted in such a way that the remaining 2018 Q4 Note and 2019 Q1 Note holders had the right to convert or exchange into such notes. However, no holder of the Q4 2018 and 2019 Notes has requested such a conversion or exchange. The Company does not believe that an offering occurred as of June 30, 2020 or as of the date of the issuance of these financial statements. Therefore, the number of shares of common stock (or preferred stock) into which the remaining 2018 Q4 Note and the remaining 2019 Q1 Note may convert is not determinable and the Company has not accounted for any additional consideration. The warrants to purchase 190,000 shares of common stock issued in connection with the sale of the 2018 Q4 and 2019 Q1 Notes are exercisable at a fixed price of $1.50 per share of common stock, provide no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The warrants issued to the Q4 2018 and Q1 2019 Note holders expire on December 30, 2023. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this financing. | |||||||||||||
2019 Q1 Notes [Member] | ||||||||||||||
Debt face amount | 35,000 | $ 35,000 | ||||||||||||
Accrued interest | $ 5,321 | $ 5,321 | ||||||||||||
Original Convertible Notes [Member] | ||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | ||||||||||||
Debt face amount | $ 50,000 | |||||||||||||
Accrued interest | $ 21,230 | $ 21,230 | $ 82,060 | $ 62,233 | $ 32,875 | |||||||||
Common stock exchange price per share | $ / shares | $ 0.034 | $ 0.015 | ||||||||||||
Number of debt exchanged for shares of common stock | shares | 5,525,017 | 18,204 | 16,460 | |||||||||||
Gain (loss) on extinguishment of debt | $ 104,975 | 11,658 | ||||||||||||
Debt periodic payments | $ 46,230 | $ 43,666 | ||||||||||||
Original Convertible Notes [Member] | Investor [Member] | ||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||||||
Debt face amount | $ 579,500 | $ 579,500 | ||||||||||||
Other Short-Term Notes Payable [Member] | ||||||||||||||
Debt instrument interest rate | 11.00% | 11.00% | 9.00% | |||||||||||
Debt periodic payments | $ 11,532 | $ 9,322 | ||||||||||||
Insurance premium | $ 70,762 | 70,762 | 61,746 | |||||||||||
Short term borrowings | $ 67,262 | 67,262 | $ 4,635 | $ 8,907 | ||||||||||
Prior Period Premium Financing [Member] | ||||||||||||||
Debt periodic payments | $ 2,317 |
Notes Payable (Details Narrat_2
Notes Payable (Details Narrative) (10-K) | Mar. 20, 2020shares | Dec. 09, 2019USD ($)shares | Nov. 12, 2019USD ($)$ / sharesshares | Nov. 04, 2019USD ($)TradingDays$ / sharesshares | Oct. 28, 2019USD ($)$ / sharesshares | Oct. 22, 2019USD ($)TradingDays$ / sharesshares | Aug. 19, 2019USD ($)TradingDays$ / sharesshares | May 17, 2019USD ($)TradingDays$ / sharesshares | Apr. 24, 2019USD ($)TradingDays$ / sharesshares | Mar. 14, 2019USD ($) | Mar. 06, 2019USD ($) | Feb. 27, 2019USD ($) | Jan. 02, 2019USD ($) | Jun. 25, 2012USD ($) | Jun. 30, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Mar. 21, 2020USD ($) | Oct. 31, 2019$ / shares | Aug. 31, 2019$ / shares | May 31, 2019$ / shares | Mar. 31, 2019$ / shares | Feb. 28, 2019$ / shares | Jan. 31, 2019$ / shares | Apr. 09, 2018USD ($) | Sep. 23, 2016USD ($) | Sep. 22, 2016USD ($) | Feb. 02, 2016USD ($) | Jan. 29, 2016USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Jun. 25, 2012KRW (₩) |
Debt instrument interest rate | 12.00% | 10.00% | 12.00% | |||||||||||||||||||||||||||||||||
Debt maturity date | Jun. 25, 2013 | |||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 90,000 | $ 213,500 | ||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||
Initial value of note | $ 44,948 | $ 43,666 | $ 44,948 | $ 43,666 | ||||||||||||||||||||||||||||||||
Interest expense | 190,606 | $ 70,533 | 331,316 | 151,645 | 404,661 | $ 136,243 | ||||||||||||||||||||||||||||||
Accrued interest | 18,666 | 18,666 | ||||||||||||||||||||||||||||||||||
Stockholder's percentage | 20.00% | 20.00% | ||||||||||||||||||||||||||||||||||
Percentage of convertible notes payable | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||
SY Corporation [Member] | ||||||||||||||||||||||||||||||||||||
Debt face amount | $ 400,000 | |||||||||||||||||||||||||||||||||||
Interest expense | 11,960 | 11,829 | 23,921 | 23,789 | 47,971 | 47,973 | ||||||||||||||||||||||||||||||
SY Corporation [Member] | Won [Member] | ||||||||||||||||||||||||||||||||||||
Debt face amount | ₩ | ₩ 465,000,000 | |||||||||||||||||||||||||||||||||||
Dr. Lippa [Member] | ||||||||||||||||||||||||||||||||||||
Interest expense | 10,272 | 11,268 | ||||||||||||||||||||||||||||||||||
Extended maturity date | Sep. 23, 2019 | Jan. 29, 2019 | ||||||||||||||||||||||||||||||||||
Percentage of convertible notes payable | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||
Advances total | 38,000 | $ 38,000 | $ 50,000 | $ 25,000 | $ 52,600 | |||||||||||||||||||||||||||||||
Issuance of fully vested warrant to purchase shares of common stock | shares | 15,464 | |||||||||||||||||||||||||||||||||||
Repayment to related party | $ 13,000 | |||||||||||||||||||||||||||||||||||
Dr. James and S. Manuso [Member] | ||||||||||||||||||||||||||||||||||||
Extended maturity date | Feb. 2, 2019 | |||||||||||||||||||||||||||||||||||
Percentage of convertible notes payable | 10.00% | |||||||||||||||||||||||||||||||||||
Advances total | 50,000 | $ 52,600 | ||||||||||||||||||||||||||||||||||
Dr. Manuso [Member] | ||||||||||||||||||||||||||||||||||||
Interest expense | 12,769 | |||||||||||||||||||||||||||||||||||
Additional debt interest expense | $ 3,564 | |||||||||||||||||||||||||||||||||||
Extended maturity date | Sep. 22, 2019 | |||||||||||||||||||||||||||||||||||
Percentage of convertible notes payable | 10.00% | |||||||||||||||||||||||||||||||||||
Advances total | 50,000 | $ 25,000 | ||||||||||||||||||||||||||||||||||
Issuance of fully vested warrant to purchase shares of common stock | shares | 13,092 | |||||||||||||||||||||||||||||||||||
Dr. Arnold and S. Lippa [Member] | ||||||||||||||||||||||||||||||||||||
Advances total | 50,000 | |||||||||||||||||||||||||||||||||||
Dr. Arnold, S. Lippa and Dr. James, S. Manuso [Member] | ||||||||||||||||||||||||||||||||||||
Debt face amount | 250,000 | $ 250,000 | ||||||||||||||||||||||||||||||||||
Advances total | $ 100,000 | |||||||||||||||||||||||||||||||||||
Closing value of common stock | 150,000 | 150,000 | ||||||||||||||||||||||||||||||||||
Jeff Margolis [Member] | ||||||||||||||||||||||||||||||||||||
Advances total | $ 6,500 | 6,500 | ||||||||||||||||||||||||||||||||||
Repayment to related party | 1,000 | |||||||||||||||||||||||||||||||||||
Dr. James S. Manuso [Member] | ||||||||||||||||||||||||||||||||||||
Interest expense | 4,228 | $ 3,843 | 8,439 | $ 7,645 | $ 15,416 | 12,769 | ||||||||||||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 8.89% | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||
Warrant to purchase shares | shares | 27,936 | 27,936 | ||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 11.375 | $ 11.375 | ||||||||||||||||||||||||||||||||||
Extended maturity date | Sep. 15, 2016 | Sep. 15, 2016 | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 69,297 | $ 113,304 | 69,297 | $ 113,304 | $ 62,635 | |||||||||||||||||||||||||||||||
Tranches One [Member] | Dr. Lippa [Member] | ||||||||||||||||||||||||||||||||||||
Warrant to purchase shares | shares | 10,309 | 10,309 | ||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 5.1025 | $ 5.1025 | ||||||||||||||||||||||||||||||||||
Tranches One [Member] | Dr. Manuso [Member] | ||||||||||||||||||||||||||||||||||||
Warrant to purchase shares | shares | 8,092 | 8,092 | ||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 6.50 | $ 6.50 | ||||||||||||||||||||||||||||||||||
Tranches Two [Member] | Dr. Lippa [Member] | ||||||||||||||||||||||||||||||||||||
Warrant to purchase shares | shares | 5,155 | 5,155 | ||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 4.85 | $ 4.85 | ||||||||||||||||||||||||||||||||||
Tranches Two [Member] | Dr. Manuso [Member] | ||||||||||||||||||||||||||||||||||||
Warrant to purchase shares | shares | 5,000 | 5,000 | ||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||||||||||||
Ten Monthly Installments [Member] | ||||||||||||||||||||||||||||||||||||
Debt periodic payments | $ 8,256 | $ 7,120 | ||||||||||||||||||||||||||||||||||
November 2019 Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||||||||||||||
Debt face amount | $ 170,000 | |||||||||||||||||||||||||||||||||||
Debt maturity date | Nov. 4, 2020 | |||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 14,000 | |||||||||||||||||||||||||||||||||||
Lender legal fees | 8,500 | |||||||||||||||||||||||||||||||||||
Placement agency fees | 5,500 | |||||||||||||||||||||||||||||||||||
Debt instrument original issue discount | $ 13,600 | $ 143,060 | 143,060 | |||||||||||||||||||||||||||||||||
Warrant to purchase shares | shares | ||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 142,400 | |||||||||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.50 | |||||||||||||||||||||||||||||||||||
Debt instrument, conversion percentage | 60.00% | |||||||||||||||||||||||||||||||||||
Debt instrument, convertible, threshold trading days | TradingDays | 20 | |||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company evaluated all of the terms of the November 2019 Convertible Note and determined that, in accordance with ASC 815, there were no derivatives to be bifurcated or separately valued. However, there were three features of the November 2019 Convertible Note and the related securities purchase agreement that required valuation. They were: (i) the debt issuance costs of $14,000, (ii) the intrinsic value of the beneficial conversion feature, and (iii) the original issue discount of $13,600. The Company amortizes each of these three on a straight-line basis over the life of the November 2019 Convertible Note. The amount to be recorded initially as the amount of the November 2019 Convertible Note was calculated by determining the relative values as percentages of the net proceeds of the November 2019 Convertible Note ($147,900), the beneficial conversion feature ($142,400) The debt issuance costs, original issue discount and the amount recorded as the intrinsic value of the beneficial conversion feature each are being amortized to interest expense on a straight-line basis over the life the November 2019 Convertible Note. | |||||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 142,400 | |||||||||||||||||||||||||||||||||||
November 2019 Convertible Note [Member] | Lender [Member] | ||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | 147,900 | |||||||||||||||||||||||||||||||||||
Repayments of debt placement agency fee | $ 5,500 | |||||||||||||||||||||||||||||||||||
October 2019 Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||||||||||||||
Debt face amount | $ 60,000 | |||||||||||||||||||||||||||||||||||
Debt maturity date | Jul. 22, 2020 | |||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 3,750 | |||||||||||||||||||||||||||||||||||
Debt instrument original issue discount | $ 1,750 | 47,512 | 47,512 | |||||||||||||||||||||||||||||||||
Warrant to purchase shares | shares | 175,000 | |||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 54,500 | |||||||||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.50 | |||||||||||||||||||||||||||||||||||
Debt instrument, conversion percentage | 60.00% | |||||||||||||||||||||||||||||||||||
Debt instrument, convertible, threshold trading days | TradingDays | 20 | |||||||||||||||||||||||||||||||||||
Debt conversion, description | The Company evaluated all of the terms of the October 2019 Convertible Note and determined that, in accordance with ASC 815, there were no derivatives to be bifurcated or separately valued. However, there were five features of the October 2019 Convertible Note and the related securities purchase agreement that required valuation. They were: (i) the debt issuance costs of $3,750, (ii) the intrinsic value of the beneficial conversion feature, (iii) the value of the warrant, (iv) the original issue discount of $1,750, and (v) the value of the Commitment Shares. The Company valued the warrant using the Black-Scholes valuation method utilizing the following assumptions: (i) exercise price of $0.50, (ii) stock price of $0.31, (iii) life of five years, (iv) five-year risk free rate of 1.60% and (v) volatility of 476.01% that results in the value of one warrant of $0.310 and a total warrant value of $54,250. The amount to be recorded initially as the amount of the October 2019 Convertible Note was then calculated by determining the relative values as percentages of the net proceeds of the October 2019 Convertible Note ($54,500), and the warrant (46.23% or $27,738) and the Commitment Shares (2.64% or $1,585). The intrinsic value of the beneficial conversion feature was then calculated based on the value attributed to the October 2019 Convertible Note. The debt issuance costs, original issue discount and the amount recorded as the intrinsic value of the beneficial conversion feature each are being amortized to interest expense on a straight-line basis over the life the October 2019 Convertible Note. | |||||||||||||||||||||||||||||||||||
Commitment shares | shares | 10,000 | |||||||||||||||||||||||||||||||||||
Converted into common stock | shares | 100 | |||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.50 | $ 0.50 | ||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.31 | |||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||
Value of warrants to purchase shares | $ 54,250 | |||||||||||||||||||||||||||||||||||
Warrant fair value | 27,738 | |||||||||||||||||||||||||||||||||||
Commitment shares fair value | $ 1,585 | |||||||||||||||||||||||||||||||||||
October 2019 Convertible Note [Member] | Warrants [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 46.23% | |||||||||||||||||||||||||||||||||||
October 2019 Convertible Note [Member] | Commitment Shares [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 2.64% | |||||||||||||||||||||||||||||||||||
August 2019 Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||||||||||||||
Debt face amount | $ 55,000 | |||||||||||||||||||||||||||||||||||
Debt maturity date | May 19, 2020 | |||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 2,500 | |||||||||||||||||||||||||||||||||||
Debt instrument original issue discount | $ 5,000 | 27,218 | 27,218 | |||||||||||||||||||||||||||||||||
Warrant to purchase shares | shares | 150,000 | |||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 47,500 | |||||||||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.50 | |||||||||||||||||||||||||||||||||||
Debt instrument, conversion percentage | 60.00% | |||||||||||||||||||||||||||||||||||
Debt instrument, convertible, threshold trading days | TradingDays | 20 | |||||||||||||||||||||||||||||||||||
Debt conversion, description | Subject to certain limitations and adjustments as described in the October 2019 Convertible Note, the holder may convert the October 2019 Convertible Note at a fixed conversion price of $0.50 per share of common stock, provided that from the date that is six months after the issuance date, the conversion price shall be 60% multiplied by the lowest trading price of the common stock during the twenty (20) consecutive trading days prior to conversion considering only trades of 100 shares of common stock or more. The Company evaluated all of the terms of the October 2019 Convertible Note and determined that, in accordance with ASC 815, there were no derivatives to be bifurcated or separately valued. However, there were five features of the October 2019 Convertible Note and the related securities purchase agreement that required valuation. They were: (i) the debt issuance costs of $3,750, (ii) the intrinsic value of the beneficial conversion feature, (iii) the value of the warrant, (iv) the original issue discount of $1,750, and (v) the value of the Commitment Shares. The Company valued the warrant using the Black-Scholes valuation method utilizing the following assumptions: (i) exercise price of $0.50, (ii) stock price of $0.31, (iii) life of five years, (iv) five-year risk free rate of 1.60% and (v) volatility of 476.01% that results in the value of one warrant of $0.310 and a total warrant value of $54,250. The amount to be recorded initially as the amount of the October 2019 Convertible Note was then calculated by determining the relative values as percentages of the net proceeds of the October 2019 Convertible Note ($54,500), and the warrant (46.23% or $27,738) and the Commitment Shares (2.64% or $1,585). The intrinsic value of the beneficial conversion feature was then calculated based on the value attributed to the October 2019 Convertible Note. The debt issuance costs, original issue discount and the amount recorded as the intrinsic value of the beneficial conversion feature each are being amortized to interest expense on a straight-line basis over the life the October 2019 Convertible Note. | |||||||||||||||||||||||||||||||||||
Commitment shares | shares | 7,500 | |||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.50 | $ 0.50 | ||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.65 | |||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||
Value of warrants to purchase shares | $ 93,450 | |||||||||||||||||||||||||||||||||||
Warrant fair value | 30,440 | |||||||||||||||||||||||||||||||||||
Commitment shares fair value | $ 1,588 | |||||||||||||||||||||||||||||||||||
Debt instrument, convertible, closing price | $ / shares | $ 0.50 | |||||||||||||||||||||||||||||||||||
August 2019 Convertible Note [Member] | Warrants [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 64.08% | |||||||||||||||||||||||||||||||||||
August 2019 Convertible Note [Member] | Commitment Shares [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 3.34% | |||||||||||||||||||||||||||||||||||
August 2019 Convertible Note [Member] | One Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.310 | $ 0.623 | ||||||||||||||||||||||||||||||||||
August 2019 Convertible Note [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 1.60 | 1.47 | ||||||||||||||||||||||||||||||||||
August 2019 Convertible Note [Member] | Measurement Input, Volatility [Member] | ||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 476.01 | 175.5 | ||||||||||||||||||||||||||||||||||
May 2019 Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||
Debt face amount | 45,446 | 45,446 | ||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 2,000 | |||||||||||||||||||||||||||||||||||
Debt instrument original issue discount | 5,000 | 17,181 | 17,181 | |||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 4,554 | $ 43,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||||||||
Debt instrument, conversion percentage | 61.00% | |||||||||||||||||||||||||||||||||||
Debt instrument, convertible, threshold trading days | TradingDays | 25 | |||||||||||||||||||||||||||||||||||
Debt conversion, description | If at any time while the May 2019 Convertible Note is outstanding, the conversion price is equal to or lower than $0.35, then an additional eleven percent (11%) discount is to be factored into the conversion price until the May 2019 Convertible Note is no longer outstanding (resulting in a discount rate of 50% assuming no other adjustments are triggered). The lowest trading price on the date of inception of the May 2019 Convertible Note ($0.25) and the lowest market price were both below $0.35, the effective conversion rate on the inception date was $0.125. Therefore, on the inception date, the first tranche would have converted into 400,000 shares of the Company's common stock. The Company evaluated all of the terms of the May 2019 Convertible Note and determined that, in accordance with Accounting Standard Codification (ASC) 815, there were no derivatives to be bifurcated or separately valued. However, there were four features of the May 2019 Convertible Note, the related securities purchase agreement and the warrant that was issued in connection therewith that required valuation. They were: (i) the original issue discount of $5,000, (ii) the debt issuance costs of $2,000, (iii) the beneficial conversion feature and (iv) the value of the warrant. The Company evaluated (iii) the intrinsic value of the beneficial conversion feature for a calculated value of $286,000 (($0.84 closing price minus $0.125 conversion price) x 400,000 shares). The Company calculated the warrant value using the Black-Scholes valuation method, utilizing the following assumptions: (a) exercise price of $1.18 per share, (b) stock price $0.84, (c) three year life (d) three year risk free rate of 2.15% and (e) volatility of 210.19% and determined that the value of one warrant was $0.774 and the total warrant value was $32,796 for the warrant exercisable into 42,373 shares of the Company's common stock, par value $0.001. The amount to be recorded initially as the amount of the May 2019 Convertible Note was then calculated by determining the relative values as percentages of the net proceeds of the May 2019 Convertible Note ($50,000) and the warrant ($32,796). The intrinsic value of the beneficial conversion feature was then calculated based on the value attributed to the May 2019 Convertible Note. The original issue discount, debt issuance costs, the intrinsic value of the beneficial conversion feature and proceeds allocated to the value of the warrant are being amortized to interest expense on a straight-line basis over the life the May 2019 Convertible Note. On December 9, 2019 the holder of the May 2019 Convertible Note converted $4,554 of principal amount into 130,000 shares of the Company's common stock ($0.0408 per share). | |||||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 286,000 | |||||||||||||||||||||||||||||||||||
Converted into common stock | shares | 130,000 | |||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1.18 | $ 1.18 | ||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.84 | |||||||||||||||||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||||||||||||||||
Warrant fair value | $ 32,796 | |||||||||||||||||||||||||||||||||||
Debt instrument, convertible, closing price | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||||||||
Warrant exercisable, shares | shares | 42,373 | |||||||||||||||||||||||||||||||||||
May 2019 Convertible Note [Member] | One Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.774 | |||||||||||||||||||||||||||||||||||
May 2019 Convertible Note [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 2.15 | |||||||||||||||||||||||||||||||||||
May 2019 Convertible Note [Member] | Measurement Input, Volatility [Member] | ||||||||||||||||||||||||||||||||||||
Warrants and rights outstanding, measurement input | 210.19 | |||||||||||||||||||||||||||||||||||
May 2019 Convertible Note [Member] | Tranches [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||||||||||||||
May 2019 Convertible Note [Member] | Tranches [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||
Debt face amount | $ 150,000 | |||||||||||||||||||||||||||||||||||
May 2019 Convertible Note [Member] | Tranche One [Member] | ||||||||||||||||||||||||||||||||||||
Debt face amount | $ 50,000 | |||||||||||||||||||||||||||||||||||
Debt maturity date | May 17, 2020 | |||||||||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.125 | |||||||||||||||||||||||||||||||||||
Converted into common stock | shares | 400,000 | |||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||||||||
Beneficial Conversion Feature [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 77.55% | |||||||||||||||||||||||||||||||||||
April 2019 Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||||||||||||||
Debt face amount | $ 58,500 | |||||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 24, 2020 | |||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 3,500 | |||||||||||||||||||||||||||||||||||
Debt instrument original issue discount | $ 10,688 | $ 10,688 | ||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 55,000 | |||||||||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.1220 | $ 0.1360 | $ 0.3964 | |||||||||||||||||||||||||||||||||
Debt instrument, conversion percentage | 61.00% | |||||||||||||||||||||||||||||||||||
Debt instrument, convertible, threshold trading days | TradingDays | 20 | |||||||||||||||||||||||||||||||||||
Debt conversion, description | Subject to certain limitations and adjustments as described in the April 2019 Convertible Note, the holder may, from the date that is one hundred eighty (180) days after the issuance to the maturity date, convert part or all of the April 2019 Convertible Note, inclusive of accrued interest, into the Company's common stock at a variable conversion price that is 61% of the market price as defined in the April 2019 Convertible Note. The market price is the lowest trading price, which in turn is the lowest closing bid price in the twenty (20) trading days prior to conversion. The lowest closing bid price in the twenty (20) day period prior to inception was $0.65 which would calculate to a $0.3964 conversion price and further calculate to 147,541 conversion shares to be issued. The Company evaluated all of the terms of the April 2019 Convertible Note and determined that, in accordance with ASC 815, there were no derivatives to be bifurcated or separately valued. However, there were two features of the April 2019 Convertible Note and the related securities purchase agreement that required valuation. They were: (i) the debt issuance costs of $3,500, and (ii) the intrinsic value of the beneficial conversion feature. The Company evaluated (ii) as the closing price on the inception date minus the conversion price multiplied by the number of conversion shares and determined that the beneficial conversion feature had an intrinsic value of $44,950 (($0.701 closing price minus $0.3964 conversion price) x 147,541 shares). The debt issuance costs and the amount recorded as the intrinsic value of the beneficial conversion feature are each being amortized to interest expense on a straight-line basis over the life the April 2019 Convertible Note. On November 12, 2019 the holder of the April 2019 Convertible Note converted $10,000 of principal amount into 81,967 shares of the Company's common stock ($0.1220 per share). On October 28, 2019 the same holder converted $10,000 of principal amount of the April 2019 Convertible Note into 73,529 shares of the Company's common stock ($0.1360 per share). (See Note 10. Subsequent Events). | |||||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 44,950 | |||||||||||||||||||||||||||||||||||
Converted into common stock | shares | 81,967 | 73,529 | 147,541 | |||||||||||||||||||||||||||||||||
Debt instrument, convertible, closing price | $ / shares | $ 0.65 | |||||||||||||||||||||||||||||||||||
Converted into common stock. value | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||||||||||||
2019 Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||||||||
Debt face amount | $ 100,000 | $ 100,000 | $ 100,000 | $ 10,000 | ||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 30, 2019 | Apr. 30, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | ||||||||||||||||||||||||||||||||
Debt instrument original issue discount | $ 45,812 | $ 45,812 | ||||||||||||||||||||||||||||||||||
Warrant to purchase shares | shares | 110,000 | 110,000 | ||||||||||||||||||||||||||||||||||
Debt conversion, description | The 2019 Q1 Convertible Notes were paid and each remained outstanding and continued to accrue interest. Although the 2019 Q1 Convertible Notes are in default, the Company has not received any notices of default from any of the note holders. The 2019 Q1 Convertible Notes have no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events other than the right, but not the obligation, for each investor to convert or exchange his or her 2019 Q1 Convertible Note, but not the warrant, into the next exempt private securities offering. The April 2019 Convertible Note, the May 2019 Convertible Note, the August 2019 Convertible Note, the October 2019 Convertible Note and the November 2019 Convertible Note, which the Company does not consider to have arisen from offerings, may be interpreted in such a way that the 2019 Q1 Convertible Note Holders have the right to convert or exchange. However, no holders of 2019 Q1 Convertible Notes requested a conversion or exchange in connection with the issuance of such notes. The Company does not believe that an offering occurred as of December 31, 2019 or as of the date of the issuance of these financial statements. Therefore, the number of shares of common stock (or preferred stock) into which the 2019 Q1 Convertible Notes may convert is not determinable and the Company has not accounted for any additional consideration. The warrants to purchase 110,000 shares of common stock issued in connection with the sale of the 2019 Q1 Convertible Notes are exercisable at a fixed price of $1.50 per share of common stock, provide no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with the 2019 Q1 Convertible Notes. | |||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||||||||||||||||||||||||||||||
Value of warrants to purchase shares | $ 78,780 | $ 78,780 | ||||||||||||||||||||||||||||||||||
Fair value of convertible note and warrant | 188,780 | |||||||||||||||||||||||||||||||||||
Initial value of note | 64,188 | 64,188 | ||||||||||||||||||||||||||||||||||
Interest expense | $ 9,464 | |||||||||||||||||||||||||||||||||||
2018 Convertible Notes [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||||||||||||||||
Debt face amount | $ 80,000 | |||||||||||||||||||||||||||||||||||
Debt maturity date | Feb. 28, 2019 | |||||||||||||||||||||||||||||||||||
Debt instrument original issue discount | $ 36,347 | |||||||||||||||||||||||||||||||||||
Warrant to purchase shares | shares | 80,000 | |||||||||||||||||||||||||||||||||||
Debt conversion, description | An additional $8,111 and $401 of interest expense was recorded based upon the 10% annual rate for the years ended December 31, 2019 and 2018 respectively. The 2018 Convertible Notes matured on February 28, 2019, were not paid, remain outstanding and continue to accrue interest. Although the 2018 Convertible Notes are in default, the Company has not received any notices of default from any of the note holders. The 2018 Convertible Notes have no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events other than the right, but not the obligation for each investor to convert or exchange his or her 2018 Convertible Note, but not the warrant, into the next exempt private securities offering. The May 2019 Convertible Note and April 2019 Convertible Note, which the Company does not consider to have arisen from an offering, may be interpreted in such a way that the 2019 Q1 Convertible Note Holders have the right to convert or exchange. However, no holders of such notes have requested a conversion or exchange. The Company does not believe that an offering occurred as of December 31, 2019 or as of the date of the issuance of these financial statements. Therefore, the number of shares of common stock (or preferred stock) into which the 2018 Convertible Notes may convert is not determinable and the Company has not accounted for any additional consideration. The warrants to purchase 80,000 shares of common stock issued in connection with the sale of the 2018 Convertible Notes are exercisable at a fixed price of $1.50 per share of common stock, provide no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this financing. | |||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1.50 | |||||||||||||||||||||||||||||||||||
Value of warrants to purchase shares | $ 68,025 | |||||||||||||||||||||||||||||||||||
Fair value of convertible note and warrant | 148,025 | |||||||||||||||||||||||||||||||||||
Initial value of note | 43,653 | |||||||||||||||||||||||||||||||||||
Additional debt interest expense | $ 8,111 | 401 | ||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||
Debt face amount | $ 579,500 | $ 579,500 | ||||||||||||||||||||||||||||||||||
Warrant to purchase shares | shares | 50,945 | 50,945 | ||||||||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 11.3750 | |||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 11.375 | $ 11.375 | ||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||
Debt periodic payments | $ 43,666 | 38,292 | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 18,666 | $ 18,666 | $ 13,292 | |||||||||||||||||||||||||||||||||
Original Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||
Debt face amount | $ 50,000 | |||||||||||||||||||||||||||||||||||
Converted into common stock | shares | 5,525,017 | 18,204 | 16,460 | |||||||||||||||||||||||||||||||||
Debt periodic payments | $ 46,230 | $ 43,666 | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 21,230 | $ 82,060 | $ 21,230 | $ 82,060 | $ 62,233 | $ 32,875 | ||||||||||||||||||||||||||||||
Number of conversion into common shares attributable to accrued interest | shares | 7,217 | 5,471 | ||||||||||||||||||||||||||||||||||
Original Convertible Notes [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||
Debt face amount | $ 579,500 | $ 579,500 | ||||||||||||||||||||||||||||||||||
Other Short-Term Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||
Debt instrument interest rate | 11.00% | 9.00% | 11.00% | 9.00% | ||||||||||||||||||||||||||||||||
Debt periodic payments | $ 11,532 | $ 9,322 | ||||||||||||||||||||||||||||||||||
Insurance premium | $ 70,762 | $ 61,746 | 70,762 | 61,746 | ||||||||||||||||||||||||||||||||
Short term borrowings | $ 67,262 | $ 4,635 | $ 67,262 | $ 4,635 | $ 8,907 |
Notes Payable - Summary of Note
Notes Payable - Summary of Note Payable to Related Party (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued interest payable | $ 18,666 | ||
Total note payable | $ 760,215 | 766,236 | $ 744,441 |
SY Corporation [Member] | |||
Principal amount of note payable | 399,774 | 399,774 | 399,774 |
Accrued interest payable | 387,201 | 363,280 | 315,307 |
Foreign currency transaction adjustment | (26,760) | 3,182 | 29,360 |
Total note payable | 760,215 | 766,236 | $ 744,441 |
Q2 2020 Convertible Notes [Member] | |||
Principal amount of note payable | 96,000 | ||
Unamortized portion of note discounts | (82,254) | ||
Accrued interest payable | 1,649 | ||
Total note payable | 15,395 | ||
2018 Q4 Notes and 2019 Q1 Notes [Member] | |||
Principal amount of note payable | 35,000 | 190,000 | |
Accrued interest payable | 5,321 | 17,976 | |
Total note payable | 40,321 | 207,976 | |
Original Convertible Debt [Member] | |||
Principal amount of note payable | 75,000 | 125,000 | |
Accrued interest payable | 57,616 | 82,060 | |
Total note payable | $ 132,616 | $ 207,060 |
Notes Payable - Summary of No_2
Notes Payable - Summary of Note Payable to Related Party (Details) (10-K) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued interest payable | $ 18,666 | ||
Total note payable | $ 760,215 | 766,236 | $ 744,441 |
SY Corporation [Member] | |||
Principal amount of note payable | 399,774 | 399,774 | 399,774 |
Accrued interest payable | 387,201 | 363,280 | 315,307 |
Foreign currency transaction adjustment | (26,760) | 3,182 | 29,360 |
Total note payable | $ 760,215 | $ 766,236 | $ 744,441 |
Notes Payable - Schedule of Con
Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Jun. 25, 2012 | Jun. 30, 2020 | Dec. 31, 2018 |
Debt instrument maturity date | Jun. 25, 2013 | ||
Interest rate | 12.00% | 10.00% | |
Accrued interest | $ 20,736 | $ 62,267 | |
November 4, 2020 Convertible Note [Member] | |||
Debt instrument maturity date | Nov. 4, 2020 | ||
Original principal amount | $ 170,000 | ||
Interest rate | 10.00% | ||
Original aggregate | $ 170,000 | ||
Cumulative amortization | 148,211 | ||
Principal | 30,500 | ||
Accrued interest | 1,964 | ||
Balance sheet carrying amount | $ 10,675 | ||
May 17, 2020 Convertible Note [Member] | |||
Debt instrument maturity date | May 17, 2020 | ||
Original principal amount | $ 50,000 | ||
Interest rate | 10.00% | ||
Original aggregate | $ 50,000 | ||
Cumulative amortization | 50,000 | ||
Principal | |||
Accrued interest | 2,747 | ||
Balance sheet carrying amount | $ 2,747 | ||
May 17, 2020 Convertible Note [Member] | Extended Maturity [Member] | |||
Debt instrument maturity date | Nov. 17, 2020 | ||
2019 Convertible Notes [Member] | |||
Original principal amount | $ 220,000 | ||
Original aggregate | 220,000 | ||
Cumulative amortization | 198,211 | ||
Principal | 30,500 | ||
Accrued interest | 4,711 | ||
Balance sheet carrying amount | $ 13,422 |
Notes Payable - Schedule of C_2
Notes Payable - Schedule of Convertible Notes Payable (Details) (10-K) - USD ($) | Jun. 30, 2020 | Mar. 21, 2020 | Dec. 31, 2019 | Nov. 04, 2019 | Oct. 22, 2019 | Aug. 19, 2019 | May 17, 2019 | Dec. 31, 2018 |
Accrued interest payable | $ 18,666 | |||||||
Convertible notes payable, gross | $ 201,754 | 551,591 | $ 239,666 | |||||
November 2019 Convertible Note [Member] | ||||||||
Principal amount of notes payable | 170,000 | |||||||
Debt discounts, net of amortization | (143,060) | $ (13,600) | ||||||
Accrued coupon interest | 2,701 | |||||||
Convertible notes payable, gross | 29,641 | |||||||
October 2019 Convertible Note [Member] | ||||||||
Principal amount of notes payable | 60,000 | |||||||
Debt discounts, net of amortization | (47,512) | $ (1,750) | ||||||
Accrued coupon interest | 1,167 | |||||||
Convertible notes payable, gross | 13,655 | |||||||
August 2019 Convertible Note [Member] | ||||||||
Principal amount of notes payable | 55,000 | |||||||
Debt discounts, net of amortization | (27,218) | $ (5,000) | ||||||
Accrued coupon interest | 2,034 | |||||||
Convertible notes payable, gross | 29,816 | |||||||
May 2019 Convertible Note [Member] | ||||||||
Principal amount of notes payable | 45,446 | |||||||
Debt discounts, net of amortization | (17,181) | $ (5,000) | ||||||
Accrued coupon interest | 3,108 | |||||||
Convertible notes payable, gross | 31,373 | |||||||
April 2019 Convertible Note [Member] | ||||||||
Principal amount of notes payable | 38,500 | |||||||
Debt discounts, net of amortization | (10,688) | |||||||
Accrued coupon interest | 4,257 | |||||||
Convertible notes payable, gross | 32,069 | |||||||
2018 Convertible Notes and 2019 Q1 Convertible Notes [Member] | ||||||||
Principal amount of notes payable | 190,000 | 80,000 | ||||||
Discount associated with issuance of warrants net of amortization | (27,968) | |||||||
Accrued interest payable | 17,976 | 401 | ||||||
Convertible notes payable, gross | 207,976 | 52,433 | ||||||
Original Convertible Notes [Member] | ||||||||
Principal amount of notes payable | 125,000 | 125,000 | ||||||
Accrued interest payable | $ 21,230 | $ 32,875 | 82,060 | 62,233 | ||||
Convertible notes payable, gross | $ 207,060 | $ 187,233 |
Notes Payable - Schedule of C_3
Notes Payable - Schedule of Convertible Notes Payable (Details) (10-K) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization of debt discount | $ 237,615 | $ 89,000 | $ 215,575 | $ 8,378 |
November 2019 Convertible Note [Member] | ||||
Amortization of debt discount | 26,940 | |||
October 2019 Convertible Note [Member] | ||||
Amortization of debt discount | 16,490 | |||
August 2019 Convertible Note [Member] | ||||
Amortization of debt discount | 27,781 | |||
May 2019 Convertible Note [Member] | ||||
Amortization of debt discount | 33,040 | |||
Note payable after principal payment | 4,554 | |||
April 2019 Convertible Note [Member] | ||||
Amortization of debt discount | 37,762 | |||
Note payable after principal payment | 20,000 | |||
2018 Convertible Notes and 2019 Q1 Convertible Notes [Member] | ||||
Amortization of discount associated with warrant | $ 82,159 | $ 8,379 |
Settlement and Payment Agreem_2
Settlement and Payment Agreements (Details Narrative) - USD ($) | Dec. 21, 2019 | Nov. 30, 2019 | Sep. 23, 2019 | Dec. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 16, 2019 |
Settlement and Payment Agreements [Member] | |||||||
Settlement and payment agreements payment description | No payments had been made through June 30, 2020 with respect to the original agreement in principal. The currently proposed settlement has not yet been accepted and is being reviewed the vendor and calls for a payment of $100,000 if RespireRx is able to raise $700,000 by December 31, 2020 with subsequent settlement payments of $50,000 per month with a residual final payment of less than $50,000 representing the remaining balance. Under the proposal, if RespireRx raises less than $700,000 by December 31, 2020, the Company may cancel a portion of the amount owed to the vendor by paying at least 21% of the working capital raised which amount would reduce the amount owed dollar-for-dollar and the vendor would be able to seek collection of the balance. | ||||||
Salamandra, LLC [Member] | |||||||
Due to related party | $ 202,395 | ||||||
Repayment of debt | $ 25,000 | $ 125,000 | |||||
Debt settlement description | Under the Amended Settlement Agreement, (i) the Company was to pay and the Company paid to Salamandra $25,000 on or before December 21, 2019, (ii) upon such payment, Salamandra ceased all collection efforts against the Company until March 31, 2020 (the "Threshold Date"), and (iii) the Company was to pay to Salamandra $100,000 on or before the Threshold Date if the Company had at that time raised $600,000 in working capital. Such payments by the Company would have constituted satisfaction of the Full Amount owed and would have served as consideration for the dismissal of the action underlying the arbitration award and the mutual releases set forth in the Amended Settlement Agreement. If the Company had raised less than $600,000 in working capital before the Threshold Date, the Company was to pay to Salamandra an amount equal to 21% of the working capital amount raised, in which case such payment would have reduced the Full Amount owed on a dollar-for-dollar basis, and Salamandra would then have been able to seek collection on the remainder of the debt. The Company made the initial payment of $25,000 in December 2019, but did not make the subsequent required payment on March 31, 2020, nor has any payment been made during the three-months ended June 30, 2020. The Company has initiated further discussions with the intent of reaching a revised settlement agreement which cannot be assured. | Under the Amended Settlement Agreement, (i) the Company must pay and the Company paid to Salamandra $25,000 on or before December 21, 2019, (ii) upon such payment, Salamandra ceased all collection efforts against the Company until March 31, 2020 (the "Threshold Date"), and (iii) the Company must pay to Salamandra $100,000 on or before the Threshold Date if the Company has at that time raised $600,000 in working capital. Such payments by the Company would constitute satisfaction of the Full Amount owed and would serve as consideration for the dismissal of the action underlying the arbitration award and the mutual releases set forth in the Amended Settlement Agreement. If the Company raises less than $600,000 in working capital before the Threshold Date, the Company may pay to Salamandra an amount equal to 21% of the working capital amount raised, in which case such payment will reduce the Full Amount owed on a dollar-for-dollar basis, and Salamandra may then seek collection on the remainder of the debt. The Company did not make the requirement payment on March 31, 2020 and has initiated further discussions with the intent of reaching a revised settlement agreement which cannot be assured. | |||||
Working capital | $ 600,000 | ||||||
Debt periodic payment | $ 25,000 | ||||||
Salamandra, LLC [Member] | On or Before November 30, 2019 [Member] | |||||||
Debt periodic payment | $ 100,000 | ||||||
Salamandra, LLC [Member] | Thereafter [Member] | |||||||
Debt periodic payment | $ 50,000 | ||||||
Salamandra, LLC [Member] | Threshold Date [Member] | |||||||
Due to related party | 100,000 | $ 100,000 | |||||
University of Illionis [Member] | 2014 License Agreement [Member] | |||||||
Debt periodic payment | $ 100,000 |
Settlement and Payment Agreem_3
Settlement and Payment Agreements (Details Narrative) (10-K) - USD ($) | Dec. 21, 2019 | Nov. 30, 2019 | Sep. 23, 2019 | Nov. 30, 2018 | Nov. 21, 2018 | Apr. 05, 2018 | Dec. 31, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 16, 2019 | Aug. 10, 2012 |
Number of stock or stock options granted | 122,690,982 | 348,827 | ||||||||||||||
Stock option exercisable date | Apr. 5, 2023 | |||||||||||||||
Common stock closing price, per share | $ 1.12 | $ 0.10 | $ 0.0064 | $ 0.70 | $ 0.0064 | $ 0.70 | $ 0.10 | $ 0.65 | $ 18.2000 | |||||||
Stock options valuation amount | $ 1.081 | |||||||||||||||
Gain (loss) on extinguishment of debt | $ (323,996) | $ (166,382) | ||||||||||||||
Common stock options issued | $ 135,125 | |||||||||||||||
Accounts payable paid | 124,025 | $ 198,550 | 198,550 | $ 198,550 | ||||||||||||
Number of common stock shares issued, shares | 283,643 | |||||||||||||||
Number of common stock shares issued | $ 198,550 | 330,808 | $ 940,118 | |||||||||||||
Vendor [Member] | ||||||||||||||||
Accounts payable paid | 99,959 | $ 99,959 | $ 99,959 | $ 99,959 | ||||||||||||
Non-qualified Stock Option [Member] | Vendor [Member] | ||||||||||||||||
Accounts payable paid | $ 15,000 | |||||||||||||||
Number of common stock shares issued, shares | 7,225 | |||||||||||||||
Number of options to purchase common stock | 21,677 | |||||||||||||||
Number of non-qualified stock option vested | 14,452 | |||||||||||||||
Non-qualified stock option term | 5 years | |||||||||||||||
Non-qualified stock option exercise price per share | $ 0.70 | |||||||||||||||
Non-qualified Stock Option [Member] | Vendor [Member] | Black Scholes Option Pricing Model [Member] | ||||||||||||||||
Exercise price | $ 0.692 | |||||||||||||||
Accrued Liability [Member] | ||||||||||||||||
Gain (loss) on extinguishment of debt | 54 | |||||||||||||||
Accounts Payable [Member] | ||||||||||||||||
Gain (loss) on extinguishment of debt | $ 11,100 | |||||||||||||||
Robert N Weingarten [Member] | ||||||||||||||||
Number of stock or stock options granted | 185,388 | |||||||||||||||
Accrued compensation | $ 200,350 | |||||||||||||||
Value of options granted | $ 200,404 | |||||||||||||||
Pharmaland Executive Consulting Services LLC [Member] | ||||||||||||||||
Number of stock or stock options granted | 125,000 | |||||||||||||||
Salamandra, LLC [Member] | ||||||||||||||||
Due to related party | $ 202,395 | |||||||||||||||
Repayment of debt | $ 25,000 | $ 125,000 | ||||||||||||||
Debt settlement description | Under the Amended Settlement Agreement, (i) the Company was to pay and the Company paid to Salamandra $25,000 on or before December 21, 2019, (ii) upon such payment, Salamandra ceased all collection efforts against the Company until March 31, 2020 (the "Threshold Date"), and (iii) the Company was to pay to Salamandra $100,000 on or before the Threshold Date if the Company had at that time raised $600,000 in working capital. Such payments by the Company would have constituted satisfaction of the Full Amount owed and would have served as consideration for the dismissal of the action underlying the arbitration award and the mutual releases set forth in the Amended Settlement Agreement. If the Company had raised less than $600,000 in working capital before the Threshold Date, the Company was to pay to Salamandra an amount equal to 21% of the working capital amount raised, in which case such payment would have reduced the Full Amount owed on a dollar-for-dollar basis, and Salamandra would then have been able to seek collection on the remainder of the debt. The Company made the initial payment of $25,000 in December 2019, but did not make the subsequent required payment on March 31, 2020, nor has any payment been made during the three-months ended June 30, 2020. The Company has initiated further discussions with the intent of reaching a revised settlement agreement which cannot be assured. | Under the Amended Settlement Agreement, (i) the Company must pay and the Company paid to Salamandra $25,000 on or before December 21, 2019, (ii) upon such payment, Salamandra ceased all collection efforts against the Company until March 31, 2020 (the "Threshold Date"), and (iii) the Company must pay to Salamandra $100,000 on or before the Threshold Date if the Company has at that time raised $600,000 in working capital. Such payments by the Company would constitute satisfaction of the Full Amount owed and would serve as consideration for the dismissal of the action underlying the arbitration award and the mutual releases set forth in the Amended Settlement Agreement. If the Company raises less than $600,000 in working capital before the Threshold Date, the Company may pay to Salamandra an amount equal to 21% of the working capital amount raised, in which case such payment will reduce the Full Amount owed on a dollar-for-dollar basis, and Salamandra may then seek collection on the remainder of the debt. The Company did not make the requirement payment on March 31, 2020 and has initiated further discussions with the intent of reaching a revised settlement agreement which cannot be assured. | ||||||||||||||
Working capital | $ 600,000 | |||||||||||||||
Debt periodic payment | 25,000 | |||||||||||||||
Salamandra, LLC [Member] | On or Before November 30, 2019 [Member] | ||||||||||||||||
Debt periodic payment | $ 100,000 | |||||||||||||||
Salamandra, LLC [Member] | Thereafter [Member] | ||||||||||||||||
Debt periodic payment | $ 50,000 | |||||||||||||||
Salamandra, LLC [Member] | Threshold Date [Member] | ||||||||||||||||
Due to related party | $ 100,000 | $ 100,000 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | Dec. 28, 2018 | Dec. 09, 2018 | Nov. 21, 2018 | Mar. 18, 2014 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 13, 2020 | Mar. 21, 2020 | Jun. 30, 2019 | Apr. 05, 2018 | Dec. 31, 2017 | Aug. 10, 2012 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 65,000,000 | |||||||||||
Common stock, shares issued | 222,307,381 | 222,307,381 | 4,175,072 | 3,872,076 | |||||||||||
Common stock, shares outstanding | 222,307,381 | 222,307,381 | 4,175,072 | 3,872,076 | 443,205 | ||||||||||
Number of shares of common stock for conversion of convertible notes | 55,578,263 | ||||||||||||||
Warrant exercises | 124,514,653 | 124,514,653 | 2,191,043 | 1,783,229 | 1,876,198 | 1,464,415 | |||||||||
Exrcise of outstanding option | 4,188,630 | 4,188,630 | 4,287,609 | 4,344,994 | 3,996,167 | ||||||||||
Pier contingent shares | 6,497 | ||||||||||||||
Number of common stock shares issued, shares | 283,643 | ||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares undesignated | 3,505,800 | 3,505,800 | 3,505,800 | ||||||||||||
Fair value per share | $ 0.0064 | $ 0.0064 | $ 0.10 | $ 0.65 | $ 0.70 | $ 1.12 | $ 18.2000 | ||||||||
Number of stock or stock options granted | 122,690,982 | 348,827 | |||||||||||||
Minimum [Member] | |||||||||||||||
Common stock, shares authorized | 65,000,000 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Common stock, shares authorized | 1,000,000,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Number of shares of common stock for reserved | 42,831,291 | ||||||||||||||
Number of shares of common stock for conversion of convertible notes | 284,358 | ||||||||||||||
Number of common stock shares issued, shares | 188,613,528 | 29,518,781 | 538,913,987 | ||||||||||||
9% Cumulative Convertible Preferred Stock [Member] | |||||||||||||||
Preferred stock, shares authorized | 1,250,000 | 1,250,000 | 1,250,000 | 1,250,000 | |||||||||||
2014 Plan [Member] | |||||||||||||||
Number of shares of common stock for reserved | 63,236 | 63,236 | |||||||||||||
2015 Plan [Member] | |||||||||||||||
Number of shares of common stock for conversion of convertible notes | 54,427,342 | ||||||||||||||
2014 Equity Plan [Member] | |||||||||||||||
Number of stock or stock options granted | 325,025 | ||||||||||||||
2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | |||||||||||||||
Number of stock or stock options granted | 8,985,260 | 6,985,260 | |||||||||||||
Stock option available for grant | 8,985,260 | 8,985,260 | |||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||
Number of shares of common stock for reserved | 11 | 11 | |||||||||||||
Preferred stock, shares authorized | 37,500 | 37,500 | 37,500 | 37,500 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock shares issuable upon conversion | 11 | 11 | 11 | 11 | |||||||||||
Debt instrument, conversion price per share | $ 2,208.375 | $ 2,208.375 | $ 2,208.375 | $ 2,208.375 | |||||||||||
Preferred stock, shares outstanding | 37,500 | 37,500 | 37,500 | 37,500 | |||||||||||
Preferred stock, liquidation preference value | $ 25,001 | $ 25,001 | $ 25,001 | $ 25,001 | |||||||||||
Preferred stock, liquidation preference, per share | $ 0.6667 | $ 0.6667 | $ 0.6667 | $ 0.6667 | |||||||||||
Series A Junior Participating Preferred Stock [Member] | |||||||||||||||
Preferred stock, shares authorized | 205,000 | 205,000 | 205,000 | 205,000 | |||||||||||
Preferred stock, shares outstanding | |||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | |||||||||||||||
Preferred stock, shares authorized | 1,700 | 1,700 | 1,700 | 1,700 | |||||||||||
Preferred stock, shares outstanding | |||||||||||||||
Series H Preferred Stock [Member] | |||||||||||||||
Preferred stock, shares authorized | 1,200 | ||||||||||||||
Preferred stock, shares undesignated | 3,504,600 |
Stockholders' Deficiency (Det_2
Stockholders' Deficiency (Details Narrative) (10-K) - USD ($) | Dec. 31, 2019 | Dec. 09, 2019 | Oct. 31, 2019 | Oct. 22, 2019 | Aug. 31, 2019 | May 31, 2019 | Feb. 28, 2019 | Dec. 28, 2018 | Dec. 09, 2018 | Nov. 21, 2018 | Sep. 12, 2018 | Jan. 17, 2017 | Jun. 30, 2015 | Mar. 18, 2014 | Aug. 10, 2012 | Jan. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 19, 2019 | May 17, 2019 | Apr. 05, 2018 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Preferred stock voting | Cumulative Convertible Preferred Stock (non-voting, "9% Preferred Stock") | |||||||||||||||||||||||||||
Preferred stock, shares undesignated | 3,505,800 | 3,505,800 | 3,505,800 | 3,505,800 | ||||||||||||||||||||||||
Common stock, shares outstanding | 4,175,072 | 443,205 | 3,872,076 | 222,307,381 | 222,307,381 | 4,175,072 | 3,872,076 | |||||||||||||||||||||
Offering of common stock | $ 198,550 | $ 330,808 | $ 940,118 | |||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 195,750 | |||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ (323,996) | $ (166,382) | ||||||||||||||||||||||||||
Fair market value per share | $ 0.10 | $ 18.2000 | $ 0.65 | $ 0.0064 | $ 0.70 | $ 0.0064 | $ 0.70 | $ 0.10 | $ 0.65 | $ 1.12 | ||||||||||||||||||
Number of stock or stock options granted | 122,690,982 | 348,827 | ||||||||||||||||||||||||||
Sold units for aggregate cash consideration | 179,747 | |||||||||||||||||||||||||||
Deferred compensation expense | ||||||||||||||||||||||||||||
Unvested stock options | ||||||||||||||||||||||||||||
Fair value of common stock | $ 3,271,402 | |||||||||||||||||||||||||||
Percentage of common stock issued | 41.00% | |||||||||||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | 65,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 65,000,000 | ||||||||||||||||||||||
Common stock, shares issued | 4,175,072 | 3,872,076 | 222,307,381 | 222,307,381 | 4,175,072 | 3,872,076 | ||||||||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||||||||||
Stock-based compensation costs | $ 0 | $ 14,248 | ||||||||||||||||||||||||||
Research and Development Expenses [Member] | ||||||||||||||||||||||||||||
Stock-based compensation costs | $ 0 | 15,000 | ||||||||||||||||||||||||||
2014 Equity Plan [Member] | ||||||||||||||||||||||||||||
Number of stock or stock options granted | 325,025 | |||||||||||||||||||||||||||
2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Option issued to purchase number of common stock | 461,538 | |||||||||||||||||||||||||||
Stock option period | P10Y | |||||||||||||||||||||||||||
2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Number of stock or stock options granted | 8,985,260 | 6,985,260 | ||||||||||||||||||||||||||
Amendment increases share issuable under plan | 1,500,000 | |||||||||||||||||||||||||||
Number of shares available for future issuances | 8,985,260 | 8,985,260 | ||||||||||||||||||||||||||
2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 353,623 | |||||||||||||||||||||||||||
Option issued to purchase number of common stock | 348,827 | |||||||||||||||||||||||||||
Due to related party | $ 11,154 | $ 11,154 | ||||||||||||||||||||||||||
Number of shares available for future issuances | 3,438,022 | 3,438,022 | ||||||||||||||||||||||||||
2014 Plan and 2015 Plan [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Common stock reserved for future issuances | 4,490,578 | 4,490,578 | ||||||||||||||||||||||||||
2018 Unit Offering [Member] | ||||||||||||||||||||||||||||
Offering of common stock | $ 1,500,000 | |||||||||||||||||||||||||||
Initial closing amount | 250,750 | |||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 200,750 | |||||||||||||||||||||||||||
Converted into common stock, shares | 50,000 | |||||||||||||||||||||||||||
Warrant exercisable | 47,620 | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | 238,814 | 47,620 | 47,620 | |||||||||||||||||||||||||
Purchase price, percentage | 150.00% | |||||||||||||||||||||||||||
Warrants exercisable date | Apr. 30, 2023 | Dec. 30, 2023 | ||||||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 49,975 | |||||||||||||||||||||||||||
Warrant exercise price | $ 1.05 | $ 1.50 | $ 1.50 | |||||||||||||||||||||||||
Percentage of investor beneficially outstanding shares of common stock | 4.99% | |||||||||||||||||||||||||||
Redemption of warrants price per share | $ 0.001 | |||||||||||||||||||||||||||
Warrant description | The warrants are also subject to redemption by the Company at $0.001 per share upon ten (10) days written notice if the Company's common stock closes at $3.00 or more for any five (5) consecutive trading days. In total, 238,814 shares of the Company's common stock and 238,814 common stock purchase warrants were purchased. | |||||||||||||||||||||||||||
Conversions of Convertible Debt [Member] | ||||||||||||||||||||||||||||
Common stock reserved for future issuances | 3,438,021 | 3,438,021 | ||||||||||||||||||||||||||
Conversions of Convertible Debt [Member] | 2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Common stock reserved for future issuances | 7,035,706 | 7,035,706 | ||||||||||||||||||||||||||
October 2019 Convertible Note [Member] | ||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, per share | $ 0.31 | |||||||||||||||||||||||||||
Debt instrument, conversion price per share | $ 0.50 | |||||||||||||||||||||||||||
Converted into common stock, shares | 100 | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | 175,000 | |||||||||||||||||||||||||||
Warrants exercisable date | Oct. 22, 2024 | |||||||||||||||||||||||||||
Warrant exercise price | $ 0.50 | $ 0.50 | ||||||||||||||||||||||||||
August 2019 Convertible Note [Member] | ||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, per share | $ 0.65 | |||||||||||||||||||||||||||
Debt instrument, conversion price per share | 0.50 | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | 150,000 | |||||||||||||||||||||||||||
Warrants exercisable date | Aug. 19, 2024 | |||||||||||||||||||||||||||
Warrant exercise price | $ 0.50 | $ 0.50 | ||||||||||||||||||||||||||
May 2019 Convertible Note [Member] | ||||||||||||||||||||||||||||
Preferred stock shares issuable upon conversion, per share | $ 0.84 | |||||||||||||||||||||||||||
Debt instrument, conversion price per share | 0.25 | |||||||||||||||||||||||||||
Converted into common stock, shares | 130,000 | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | 42,372 | |||||||||||||||||||||||||||
Warrants exercisable date | May 17, 2022 | |||||||||||||||||||||||||||
Warrant exercise price | $ 1.18 | $ 1.18 | ||||||||||||||||||||||||||
2019 Convertible Notes [Member] | ||||||||||||||||||||||||||||
Warrants to purchase shares of common stock | 110,000 | 110,000 | 110,000 | |||||||||||||||||||||||||
Warrants exercisable date | Dec. 30, 2023 | Dec. 30, 2023 | Dec. 30, 2023 | |||||||||||||||||||||||||
Warrant exercise price | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||||||||||||||||||||||
10% Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||
Warrants to purchase shares of common stock | 80,000 | 80,000 | ||||||||||||||||||||||||||
Warrants exercisable date | Dec. 30, 2023 | |||||||||||||||||||||||||||
Warrant exercise price | $ 1.50 | $ 1.50 | ||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||
Preferred stock, shares authorized | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | ||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Preferred stock, shares outstanding | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | ||||||||||||||||||||||
Preferred stock shares issuable upon conversion, per share | $ 0.00030 | $ 0.00030 | $ 0.00030 | $ 0.00030 | $ 0.00030 | $ 0.00030 | ||||||||||||||||||||||
Debt instrument, conversion price per share | $ 2,208.375 | $ 2,208.375 | $ 2,208.375 | $ 2,208.375 | $ 2,208.375 | $ 2,208.375 | ||||||||||||||||||||||
Preferred stock shares issuable upon conversion | 11 | 11 | 11 | 11 | 11 | 11 | ||||||||||||||||||||||
Preferred stock redemption amount | $ 25,001 | $ 25,001 | $ 25,001 | $ 25,001 | ||||||||||||||||||||||||
Redeemed preferred stock price per share | $ 0.6667 | $ 0.6667 | $ 0.6667 | $ 0.6667 | ||||||||||||||||||||||||
Common stock reserved for future issuances | 11 | 11 | ||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | 2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Common stock shares issuable upon conversion | 11 | |||||||||||||||||||||||||||
Series A Junior Participating Preferred Stock [Member] | ||||||||||||||||||||||||||||
Preferred stock, shares authorized | 205,000 | 205,000 | 205,000 | 205,000 | 205,000 | 205,000 | ||||||||||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,700 | 1,700 | 1,700 | 1,700 | 1,700 | 1,700 | ||||||||||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||||||||||||||
9% Cumulative Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,250,000 | 1,250,000 | 1,250,000 | 1,250,000 | 1,250,000 | 1,250,000 | ||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Common stock reserved for future issuances | 42,831,291 | 42,831,291 | ||||||||||||||||||||||||||
Offering of common stock | $ 188,613 | $ 29,519 | ||||||||||||||||||||||||||
Common Stock [Member] | 2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Common stock reserved for future issuances | 39,375,462 | 39,375,462 | ||||||||||||||||||||||||||
Common Stock Warrants [Member] | ||||||||||||||||||||||||||||
Warrants to purchase shares of common stock | 69,558 | 69,558 | ||||||||||||||||||||||||||
Exercise of Common Stock [Member] | 2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Common stock reserved for future issuances | 6,478,652 | 6,478,652 | ||||||||||||||||||||||||||
Conversions Exercises and Contingent Share [Member] | 2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||
Common stock reserved for future issuances | 42,813,484 | 42,813,484 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||||
Number of Warrants, Outstanding, Beginning balance | 2,191,043 | 1,783,229 | 1,783,229 | 1,464,415 |
Number of Warrants, Issued | 138,824,795 | 152,372 | 477,372 | 318,814 |
Number of Warrants, Exercised | (16,501,185) | |||
Number of Warrants, Expired | (59,403) | (69,558) | ||
Number of Warrants, Outstanding, Ending balance | 124,514,653 | 1,876,198 | 2,191,043 | 1,783,229 |
Number of Warrants, Outstanding, Exercisable Ending balance | 124,514,653 | 1,876,198 | 2,191,043 | 1,783,229 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 1.87109 | $ 2.20393 | $ 2.20393 | |
Weighted Average Exercise Price, Issued | 0.00153 | 1.41101 | 0.79079 | $ 1.55618 |
Weighted Average Exercise Price, Exercised | 0.00157 | |||
Weighted Average Exercise Price, Expired | 2.65928 | 2.98989 | ||
Weighted Average Exercise Price, Outstanding, Ending balance | 0.03272 | 2.12512 | 1.87109 | 2.20393 |
Weighted Average Exercise Price, Exercisable, Ending | $ 0.03272 | $ 2.12512 | $ 1.87109 | $ 2.20393 |
Weighted Average Remaining Contractual Life (in Years), Outstanding, Beginning | 3 years 5 months 9 days | 3 years 22 days | 3 years 22 days | 3 years 8 months 23 days |
Weighted Average Remaining Contractual Life (in Years), Outstanding, Ending | 3 years 8 months 16 days | 2 years 9 months 14 days | 3 years 5 months 9 days | 3 years 22 days |
Weighted Average Remaining Contractual Life (in Years), Exercisable | 3 years 9 months 14 days | 2 years 9 months 14 days | 3 years 5 months 9 days | 3 years 22 days |
Stockholders' Deficiency - Sc_2
Stockholders' Deficiency - Schedule of Warrants Activity (Details) (10-K) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||||
Number of Warrants, Outstanding, Beginning balance | 2,191,043 | 1,783,229 | 1,783,229 | 1,464,415 |
Number of Warrants, Outstanding, Exercisable, Beginning balance | 2,191,043 | 1,783,229 | 1,783,229 | 1,464,415 |
Number of Warrants, Issued | 138,824,795 | 152,372 | 477,372 | 318,814 |
Number of Warrants, Expired | (59,403) | (69,558) | ||
Number of Warrants, Outstanding, Ending balance | 124,514,653 | 1,876,198 | 2,191,043 | 1,783,229 |
Number of Warrants, Outstanding, Exercisable Ending balance | 124,514,653 | 1,876,198 | 2,191,043 | 1,783,229 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 1.87109 | $ 2.20393 | $ 2.20393 | $ 2.68146 |
Weighted Average Exercise Price, Exercisable Beginning | 1.87109 | 2.20393 | 2.20393 | 2.68146 |
Weighted Average Exercise Price, Issued | 0.00153 | 1.41101 | 0.79079 | 1.55618 |
Weighted Average Exercise Price, Expired | 2.65928 | 2.98989 | ||
Weighted Average Exercise Price, Outstanding, Ending | 1.87109 | 2.20393 | ||
Weighted Average Exercise Price, Exercisable, Ending | $ 0.03272 | $ 2.12512 | $ 1.87109 | $ 2.20393 |
Warrants outstanding ,Weighted Average Remaining Contractual Life (in Years), Beginning | 3 years 5 months 9 days | 3 years 22 days | 3 years 22 days | 3 years 8 months 23 days |
Number of Warrants, Issued weighted Average Remaining Contractual Life (in Years) | 4 years 4 months 9 days | 4 years 6 months | ||
Warrants outstanding ,Weighted Average Remaining Contractual Life (in Years), Ending | 3 years 8 months 16 days | 2 years 9 months 14 days | 3 years 5 months 9 days | 3 years 22 days |
Warrants exercisable, Weighted Average Remaining Contractual Life (in Years), Beginning | 3 years 22 days | 3 years 8 months 23 days | ||
Warrants exercisable, Weighted Average Remaining Contractual Life (in Years), Ending | 3 years 9 months 14 days | 2 years 9 months 14 days | 3 years 5 months 9 days | 3 years 22 days |
Stockholders' Deficiency - Sc_3
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable (Details) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Warrants, Outstanding (Shares) | 124,514,653 | 2,191,043 | 1,876,198 | 1,783,229 | 1,464,415 |
Warrants, Exercisable (Shares) | 124,514,653 | 2,191,043 | 1,876,198 | 1,783,229 | 1,464,415 |
Warrants [Member] | |||||
Warrants, Outstanding (Shares) | 124,514,653 | 2,191,043 | 1,876,198 | ||
Warrants, Exercisable (Shares) | 124,514,653 | 2,191,043 | 1,876,198 | ||
Exercise Price Range One [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 0.001485 | $ 0.5000 | $ 1 | ||
Warrants, Outstanding (Shares) | 58,922,559 | 175,000 | 916,217 | ||
Warrants, Exercisable (Shares) | 58,922,559 | 175,000 | 916,217 | ||
Warrants, Expiration Date | Oct. 22, 2024 | Oct. 22, 2024 | Sep. 20, 2022 | ||
Exercise Price Range Two [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 0.001530 | $ 0.5000 | $ 1.1800 | ||
Warrants, Outstanding (Shares) | 41,643,423 | 150,000 | 42,372 | ||
Warrants, Exercisable (Shares) | 41,643,423 | 150,000 | 42,372 | ||
Warrants, Expiration Date | Aug. 19, 2024 | Aug. 19, 2024 | May 17, 2022 | ||
Exercise Price Range Three [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 0.001600 | $ 1 | $ 1.5000 | ||
Warrants, Outstanding (Shares) | 22,125,000 | 916,217 | 190,000 | ||
Warrants, Exercisable (Shares) | 22,125,000 | 916,217 | 190,000 | ||
Warrants, Expiration Date | May 17, 2022 | Sep. 20, 2022 | Dec. 30, 2023 | ||
Exercise Price Range Four [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 1 | $ 1.1800 | $ 1.5620 | ||
Warrants, Outstanding (Shares) | 916,217 | 42,372 | 130,284 | ||
Warrants, Exercisable (Shares) | 916,217 | 42,372 | 130,284 | ||
Warrants, Expiration Date | Sep. 20, 2022 | May 17, 2022 | Dec. 31, 2021 | ||
Exercise Price Range Five [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 1.500000 | $ 1.5000 | $ 1.5750 | ||
Warrants, Outstanding (Shares) | 190,000 | 190,000 | 238,814 | ||
Warrants, Exercisable (Shares) | 190,000 | 190,000 | 238,814 | ||
Warrants, Expiration Date | Dec. 30, 2023 | Dec. 30, 2023 | Apr. 30, 2023 | ||
Exercise Price Range Six [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 1.562000 | $ 1.5620 | $ 2.7500 | ||
Warrants, Outstanding (Shares) | 130,284 | 130,284 | 8,000 | ||
Warrants, Exercisable (Shares) | 130,284 | 130,284 | 8,000 | ||
Warrants, Expiration Date | Dec. 31, 2021 | Dec. 31, 2021 | Sep. 20, 2022 | ||
Exercise Price Range Seven [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 1.575000 | $ 1.5750 | $ 4.8500 | ||
Warrants, Outstanding (Shares) | 238,814 | 238,814 | 5,155 | ||
Warrants, Exercisable (Shares) | 238,814 | 238,814 | 5,155 | ||
Warrants, Expiration Date | Apr. 30, 2023 | Apr. 30, 2023 | Sep. 23, 2019 | ||
Exercise Price Range Eight [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 2.750000 | $ 2.7500 | $ 4.8750 | ||
Warrants, Outstanding (Shares) | 8,000 | 8,000 | 108,594 | ||
Warrants, Exercisable (Shares) | 8,000 | 8,000 | 108,594 | ||
Warrants, Expiration Date | Sep. 20, 2022 | Sep. 20, 2022 | Sep. 30, 2020 | ||
Exercise Price Range Nine [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 4.875000 | $ 4.8750 | $ 5 | ||
Warrants, Outstanding (Shares) | 108,594 | 108,594 | 5,000 | ||
Warrants, Exercisable (Shares) | 108,594 | 108,594 | 5,000 | ||
Warrants, Expiration Date | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 22, 2019 | ||
Exercise Price Range Ten [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 6.834800 | $ 6.8348 | $ 6.8348 | ||
Warrants, Outstanding (Shares) | 145,758 | 145,758 | 145,758 | ||
Warrants, Exercisable (Shares) | 145,758 | 145,758 | 145,758 | ||
Warrants, Expiration Date | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | ||
Exercise Price Range Eleven [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 7.930000 | $ 7.9300 | $ 7.9300 | ||
Warrants, Outstanding (Shares) | 86,004 | 86,004 | 86,004 | ||
Warrants, Exercisable (Shares) | 86,004 | 86,004 | 86,004 | ||
Warrants, Expiration Date | Feb. 28, 2021 | Feb. 28, 2021 | Feb. 28, 2021 |
Stockholders' Deficiency - Sc_4
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable (Details) (10-K) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Warrants, Outstanding (Shares) | 124,514,653 | 2,191,043 | 1,876,198 | 1,783,229 | 1,464,415 |
Warrants, Exercisable (Shares) | 124,514,653 | 2,191,043 | 1,876,198 | 1,783,229 | 1,464,415 |
Warrants [Member] | |||||
Warrants, Outstanding (Shares) | 124,514,653 | 2,191,043 | 1,876,198 | ||
Warrants, Exercisable (Shares) | 124,514,653 | 2,191,043 | 1,876,198 | ||
Exercise Price Range One [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 0.001485 | $ 0.5000 | $ 1 | ||
Warrants, Outstanding (Shares) | 58,922,559 | 175,000 | 916,217 | ||
Warrants, Exercisable (Shares) | 58,922,559 | 175,000 | 916,217 | ||
Warrants, Expiration Date | Oct. 22, 2024 | Oct. 22, 2024 | Sep. 20, 2022 | ||
Exercise Price Range Two [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 0.001530 | $ 0.5000 | $ 1.1800 | ||
Warrants, Outstanding (Shares) | 41,643,423 | 150,000 | 42,372 | ||
Warrants, Exercisable (Shares) | 41,643,423 | 150,000 | 42,372 | ||
Warrants, Expiration Date | Aug. 19, 2024 | Aug. 19, 2024 | May 17, 2022 | ||
Exercise Price Range Three [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 0.001600 | $ 1 | $ 1.5000 | ||
Warrants, Outstanding (Shares) | 22,125,000 | 916,217 | 190,000 | ||
Warrants, Exercisable (Shares) | 22,125,000 | 916,217 | 190,000 | ||
Warrants, Expiration Date | May 17, 2022 | Sep. 20, 2022 | Dec. 30, 2023 | ||
Exercise Price Range Four [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 1 | $ 1.1800 | $ 1.5620 | ||
Warrants, Outstanding (Shares) | 916,217 | 42,372 | 130,284 | ||
Warrants, Exercisable (Shares) | 916,217 | 42,372 | 130,284 | ||
Warrants, Expiration Date | Sep. 20, 2022 | May 17, 2022 | Dec. 31, 2021 | ||
Exercise Price Range Five [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 1.500000 | $ 1.5000 | $ 1.5750 | ||
Warrants, Outstanding (Shares) | 190,000 | 190,000 | 238,814 | ||
Warrants, Exercisable (Shares) | 190,000 | 190,000 | 238,814 | ||
Warrants, Expiration Date | Dec. 30, 2023 | Dec. 30, 2023 | Apr. 30, 2023 | ||
Exercise Price Range Six [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 1.562000 | $ 1.5620 | $ 2.7500 | ||
Warrants, Outstanding (Shares) | 130,284 | 130,284 | 8,000 | ||
Warrants, Exercisable (Shares) | 130,284 | 130,284 | 8,000 | ||
Warrants, Expiration Date | Dec. 31, 2021 | Dec. 31, 2021 | Sep. 20, 2022 | ||
Exercise Price Range Seven [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 1.575000 | $ 1.5750 | $ 4.8500 | ||
Warrants, Outstanding (Shares) | 238,814 | 238,814 | 5,155 | ||
Warrants, Exercisable (Shares) | 238,814 | 238,814 | 5,155 | ||
Warrants, Expiration Date | Apr. 30, 2023 | Apr. 30, 2023 | Sep. 23, 2019 | ||
Exercise Price Range Eight [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 2.750000 | $ 2.7500 | $ 4.8750 | ||
Warrants, Outstanding (Shares) | 8,000 | 8,000 | 108,594 | ||
Warrants, Exercisable (Shares) | 8,000 | 8,000 | 108,594 | ||
Warrants, Expiration Date | Sep. 20, 2022 | Sep. 20, 2022 | Sep. 30, 2020 | ||
Exercise Price Range Nine [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 4.875000 | $ 4.8750 | $ 5 | ||
Warrants, Outstanding (Shares) | 108,594 | 108,594 | 5,000 | ||
Warrants, Exercisable (Shares) | 108,594 | 108,594 | 5,000 | ||
Warrants, Expiration Date | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 22, 2019 | ||
Exercise Price Range Ten [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 6.834800 | $ 6.8348 | $ 6.8348 | ||
Warrants, Outstanding (Shares) | 145,758 | 145,758 | 145,758 | ||
Warrants, Exercisable (Shares) | 145,758 | 145,758 | 145,758 | ||
Warrants, Expiration Date | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | ||
Exercise Price Range Eleven [Member] | Warrants [Member] | |||||
Warrants, Exercise Price | $ 7.930000 | $ 7.9300 | $ 7.9300 | ||
Warrants, Outstanding (Shares) | 86,004 | 86,004 | 86,004 | ||
Warrants, Exercisable (Shares) | 86,004 | 86,004 | 86,004 | ||
Warrants, Expiration Date | Feb. 28, 2021 | Feb. 28, 2021 | Feb. 28, 2021 |
Stockholders' Deficiency - Summ
Stockholders' Deficiency - Summary of Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Number of shares, Options outstanding, beginning balance | 4,287,609 | 4,344,994 | 3,996,167 |
Number of shares, Options Expired | (98,979) | (57,385) | |
Number of shares, Options outstanding, ending balance | 4,188,630 | 4,287,609 | 4,344,994 |
Number of shares, Options exercisable ending balance | 4,188,630 | 4,287,609 | 4,344,994 |
Weighted Average Exercise Price, Options outstanding, beginning balance | $ 3.3798 | $ 3.5414 | $ 3.7634 |
Weighted Average Exercise Price, Options Expired | 6.6242 | 15.6139 | |
Weighted Average Exercise Price, Options outstanding, ending balance | 3.3031 | 3.3798 | 3.5414 |
Weighted Average Exercise Price, Options exercisable ending balance | $ 3.3031 | $ 3.3789 | $ 3.5414 |
Weighted Average Remaining Contractual Life (in Years), Options outstanding, beginning balance | 4 years 11 months 23 days | 5 years 10 months 25 days | 6 years 3 months 19 days |
Weighted Average Remaining Contractual Life (in Years), Options outstanding, ending balance | 4 years 7 months 2 days | 4 years 11 months 23 days | 5 years 10 months 25 days |
Weighted Average Remaining Contractual Life (in Years), Options exercisable ending balance | 4 years 7 months 2 days | 4 years 11 months 23 days | 5 years 10 months 25 days |
Stockholders' Deficiency - Su_2
Stockholders' Deficiency - Summary of Stock Option Activity (Details) (10-K) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Number of shares, Options outstanding, beginning balance | 4,287,609 | 4,344,994 | 3,996,167 |
Number of shares, Options exercisable beginning balance | 4,287,609 | 4,344,994 | 3,996,167 |
Number of shares, Options Expired | (98,979) | (57,385) | |
Number of shares, Options Granted | 122,690,982 | 348,827 | |
Number of shares, Options outstanding, ending balance | 4,188,630 | 4,287,609 | 4,344,994 |
Number of shares, Options exercisable ending balance | 4,188,630 | 4,287,609 | 4,344,994 |
Weighted Average Exercise Price, Options outstanding, beginning balance | $ 3.3798 | $ 3.5414 | $ 3.7634 |
Weighted Average Exercise Price, Options exercisable beginning balance | 3.3789 | 3.5414 | 3.7634 |
Weighted Average Exercise Price, Options Expired | 6.6242 | 15.6139 | |
Weighted Average Exercise Price, Options Granted | 1.1002 | ||
Weighted Average Exercise Price, Options outstanding, ending balance | 3.3031 | 3.3798 | 3.5414 |
Weighted Average Exercise Price, Options exercisable ending balance | $ 3.3031 | $ 3.3789 | $ 3.5414 |
Weighted Average Remaining Contractual Life (in Years), Options outstanding, beginning balance | 4 years 11 months 23 days | 5 years 10 months 25 days | 6 years 3 months 19 days |
Weighted Average Remaining Contractual Life (in Years), Options exercisable beginning balance | 5 years 10 months 25 days | 6 years 3 months 19 days | |
Weighted Average Remaining Contractual Life (in Years), Options Granted | 4 years 3 months 15 days | ||
Weighted Average Remaining Contractual Life (in Years), Options outstanding, ending balance | 4 years 7 months 2 days | 4 years 11 months 23 days | 5 years 10 months 25 days |
Weighted Average Remaining Contractual Life (in Years), Options exercisable ending balance | 4 years 7 months 2 days | 4 years 11 months 23 days | 5 years 10 months 25 days |
Stockholders' Deficiency - Sc_5
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options Outstanding (Shares) | 4,188,630 | 4,287,609 | 4,344,994 |
Options Exercisable (Shares) | 4,188,630 | 4,287,609 | 4,344,994 |
Stock Option One [Member] | |||
Options Exercise Price | $ 0.7000 | $ 0.7000 | $ 0.7000 |
Options Outstanding (Shares) | 21,677 | 21,677 | 21,677 |
Options Exercisable (Shares) | 21,677 | 21,677 | 21,677 |
Options, Expiration Date | Nov. 21, 2023 | Nov. 21, 2023 | Nov. 21, 2023 |
Stock Option Two [Member] | |||
Options Exercise Price | $ 1.1200 | $ 1.1200 | $ 1.1200 |
Options Outstanding (Shares) | 310,388 | 310,388 | 310,388 |
Options Exercisable (Shares) | 310,388 | 310,388 | 310,388 |
Options, Expiration Date | Apr. 5, 2023 | Apr. 5, 2023 | Apr. 5, 2023 |
Stock Option Three [Member] | |||
Options Exercise Price | $ 1.2500 | $ 1.2500 | $ 1.2500 |
Options Outstanding (Shares) | 16,762 | 16,762 | 16,762 |
Options Exercisable (Shares) | 16,762 | 16,762 | 16,762 |
Options, Expiration Date | Dec. 7, 2022 | Dec. 7, 2022 | Dec. 7, 2022 |
Stock Option Four [Member] | |||
Options Exercise Price | $ 1.3500 | $ 1.3500 | $ 1.3500 |
Options Outstanding (Shares) | 34,000 | 34,000 | 34,000 |
Options Exercisable (Shares) | 34,000 | 34,000 | 34,000 |
Options, Expiration Date | Jul. 28, 2022 | Jul. 28, 2022 | Jul. 28, 2022 |
Stock Option Five [Member] | |||
Options Exercise Price | $ 1.4500 | $ 1.4500 | $ 1.4500 |
Options Outstanding (Shares) | 1,849,418 | 1,849,418 | 1,849,418 |
Options Exercisable (Shares) | 1,849,418 | 1,849,418 | 1,849,418 |
Options, Expiration Date | Dec. 9, 2027 | Dec. 9, 2027 | Dec. 9, 2027 |
Stock Option Six [Member] | |||
Options Exercise Price | $ 1.4500 | $ 1.4500 | $ 1.4500 |
Options Outstanding (Shares) | 100,000 | 100,000 | 100,000 |
Options Exercisable (Shares) | 100,000 | 100,000 | 100,000 |
Options, Expiration Date | Dec. 9, 2027 | Dec. 9, 2027 | Dec. 9, 2027 |
Stock Option Seven [Member] | |||
Options Exercise Price | $ 2 | $ 2 | $ 2 |
Options Outstanding (Shares) | 285,000 | 285,000 | 285,000 |
Options Exercisable (Shares) | 285,000 | 285,000 | 285,000 |
Options, Expiration Date | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 |
Stock Option Eight [Member] | |||
Options Exercise Price | $ 2 | $ 2 | $ 2 |
Options Outstanding (Shares) | 25,000 | 25,000 | 25,000 |
Options Exercisable (Shares) | 25,000 | 25,000 | 25,000 |
Options, Expiration Date | Jul. 26, 2022 | Jul. 26, 2022 | Jul. 26, 2022 |
Stock Option Nine [Member] | |||
Options Exercise Price | $ 3.9000 | $ 3.9000 | $ 3.9000 |
Options Outstanding (Shares) | 395,000 | 395,000 | 395,000 |
Options Exercisable (Shares) | 395,000 | 395,000 | 395,000 |
Options, Expiration Date | Jan. 17, 2022 | Jan. 17, 2022 | Jan. 17, 2022 |
Stock Option Ten [Member] | |||
Options Exercise Price | $ 4.5000 | $ 4.5000 | $ 4.5000 |
Options Outstanding (Shares) | 7,222 | 7,222 | 7,222 |
Options Exercisable (Shares) | 7,222 | 7,222 | 7,222 |
Options, Expiration Date | Sep. 2, 2021 | Sep. 2, 2021 | Sep. 2, 2021 |
Stock Option Eleven [Member] | |||
Options Exercise Price | $ 5.7500 | $ 5.6875 | $ 5.6875 |
Options Outstanding (Shares) | 2,608 | 89,686 | 89,686 |
Options Exercisable (Shares) | 2,608 | 89,686 | 89,686 |
Options, Expiration Date | Sep. 12, 2021 | Jun. 30, 2020 | Jun. 30, 2020 |
Stock Option Twelve[Member] | |||
Options Exercise Price | $ 6.4025 | $ 5.7500 | $ 5.7500 |
Options Outstanding (Shares) | 27,692 | 2,608 | 2,608 |
Options Exercisable (Shares) | 27,692 | 2,608 | 2,608 |
Options, Expiration Date | Aug. 18, 2020 | Sep. 12, 2021 | Sep. 12, 2021 |
Stock Option Thirteen [Member] | |||
Options Exercise Price | $ 6.4025 | $ 6.4025 | $ 6.4025 |
Options Outstanding (Shares) | 129,231 | 27,692 | 27,692 |
Options Exercisable (Shares) | 129,231 | 27,692 | 27,692 |
Options, Expiration Date | Aug. 18, 2022 | Aug. 18, 2020 | Aug. 18, 2020 |
Stock Option Fourteen [Member] | |||
Options Exercise Price | $ 6.4025 | $ 6.4025 | $ 6.4025 |
Options Outstanding (Shares) | 261,789 | 129,231 | 129,231 |
Options Exercisable (Shares) | 261,789 | 129,231 | 129,231 |
Options, Expiration Date | Aug. 18, 2025 | Aug. 18, 2022 | Aug. 18, 2022 |
Stock Option Fifteen [Member] | |||
Options Exercise Price | $ 6.8250 | $ 6.4025 | $ 6.4025 |
Options Outstanding (Shares) | 8,791 | 261,789 | 261,789 |
Options Exercisable (Shares) | 8,791 | 261,789 | 261,789 |
Options, Expiration Date | Dec. 11, 2020 | Aug. 18, 2025 | Aug. 18, 2025 |
Stock Option Sixteen [Member] | |||
Options Exercise Price | $ 7.3775 | $ 6.8250 | $ 6.8250 |
Options Outstanding (Shares) | 523,077 | 8,791 | 8,791 |
Options Exercisable (Shares) | 523,077 | 8,791 | 8,791 |
Options, Expiration Date | Mar. 31, 2021 | Dec. 11, 2020 | Dec. 11, 2020 |
Stock Option Seventeen [Member] | |||
Options Exercise Price | $ 8.1250 | $ 7.3775 | $ 7.3775 |
Options Outstanding (Shares) | 169,231 | 523,077 | 523,077 |
Options Exercisable (Shares) | 169,231 | 523,077 | 523,077 |
Options, Expiration Date | Jun. 30, 2022 | Mar. 31, 2021 | Mar. 31, 2021 |
Stock Option Eighteen [Member] | |||
Options Exercise Price | $ 13.9750 | $ 8.1250 | $ 8.1250 |
Options Outstanding (Shares) | 3,385 | 169,231 | 169,231 |
Options Exercisable (Shares) | 3,385 | 169,231 | 169,231 |
Options, Expiration Date | Mar. 14, 2024 | Jun. 30, 2022 | Jun. 30, 2022 |
Stock Option Nineteen [Member] | |||
Options Exercise Price | $ 15.9250 | $ 13.9750 | $ 13 |
Options Outstanding (Shares) | 2,462 | 3,385 | 7,385 |
Options Exercisable (Shares) | 2,462 | 3,385 | 7,385 |
Options, Expiration Date | Feb. 28, 2024 | Mar. 14, 2024 | Mar. 13, 2019 |
Stock Option Twenty [Member] | |||
Options Exercise Price | $ 19.5000 | $ 15.4700 | $ 13 |
Options Outstanding (Shares) | 9,487 | 7,755 | 3,846 |
Options Exercisable (Shares) | 9,487 | 7,755 | 3,846 |
Options, Expiration Date | Jul. 17, 2022 | Apr. 8, 2020 | Apr. 14, 2019 |
Stock Option Twenty One [Member] | |||
Options Exercise Price | $ 19.5000 | $ 15.9250 | $ 13.9750 |
Options Outstanding (Shares) | 6,410 | 2,462 | 3,385 |
Options Exercisable (Shares) | 6,410 | 2,462 | 3,385 |
Options, Expiration Date | Aug. 10, 2022 | Feb. 28, 2024 | Mar. 14, 2024 |
Stockholders' Deficiency - Sc_6
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable (Details) (10-K) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options Outstanding (Shares) | 4,188,630 | 4,287,609 | 4,344,994 |
Options Exercisable (Shares) | 4,188,630 | 4,287,609 | 4,344,994 |
Stock Option One [Member] | |||
Options Exercise Price | $ 0.7000 | $ 0.7000 | $ 0.7000 |
Options Outstanding (Shares) | 21,677 | 21,677 | 21,677 |
Options Exercisable (Shares) | 21,677 | 21,677 | 21,677 |
Options, Expiration Date | Nov. 21, 2023 | Nov. 21, 2023 | Nov. 21, 2023 |
Stock Option Two [Member] | |||
Options Exercise Price | $ 1.1200 | $ 1.1200 | $ 1.1200 |
Options Outstanding (Shares) | 310,388 | 310,388 | 310,388 |
Options Exercisable (Shares) | 310,388 | 310,388 | 310,388 |
Options, Expiration Date | Apr. 5, 2023 | Apr. 5, 2023 | Apr. 5, 2023 |
Stock Option Three [Member] | |||
Options Exercise Price | $ 1.2500 | $ 1.2500 | $ 1.2500 |
Options Outstanding (Shares) | 16,762 | 16,762 | 16,762 |
Options Exercisable (Shares) | 16,762 | 16,762 | 16,762 |
Options, Expiration Date | Dec. 7, 2022 | Dec. 7, 2022 | Dec. 7, 2022 |
Stock Option Four [Member] | |||
Options Exercise Price | $ 1.3500 | $ 1.3500 | $ 1.3500 |
Options Outstanding (Shares) | 34,000 | 34,000 | 34,000 |
Options Exercisable (Shares) | 34,000 | 34,000 | 34,000 |
Options, Expiration Date | Jul. 28, 2022 | Jul. 28, 2022 | Jul. 28, 2022 |
Stock Option Five [Member] | |||
Options Exercise Price | $ 1.4500 | $ 1.4500 | $ 1.4500 |
Options Outstanding (Shares) | 1,849,418 | 1,849,418 | 1,849,418 |
Options Exercisable (Shares) | 1,849,418 | 1,849,418 | 1,849,418 |
Options, Expiration Date | Dec. 9, 2027 | Dec. 9, 2027 | Dec. 9, 2027 |
Stock Option Six [Member] | |||
Options Exercise Price | $ 1.4500 | $ 1.4500 | $ 1.4500 |
Options Outstanding (Shares) | 100,000 | 100,000 | 100,000 |
Options Exercisable (Shares) | 100,000 | 100,000 | 100,000 |
Options, Expiration Date | Dec. 9, 2027 | Dec. 9, 2027 | Dec. 9, 2027 |
Stock Option Seven [Member] | |||
Options Exercise Price | $ 2 | $ 2 | $ 2 |
Options Outstanding (Shares) | 285,000 | 285,000 | 285,000 |
Options Exercisable (Shares) | 285,000 | 285,000 | 285,000 |
Options, Expiration Date | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 |
Stock Option Eight [Member] | |||
Options Exercise Price | $ 2 | $ 2 | $ 2 |
Options Outstanding (Shares) | 25,000 | 25,000 | 25,000 |
Options Exercisable (Shares) | 25,000 | 25,000 | 25,000 |
Options, Expiration Date | Jul. 26, 2022 | Jul. 26, 2022 | Jul. 26, 2022 |
Stock Option Nine [Member] | |||
Options Exercise Price | $ 3.9000 | $ 3.9000 | $ 3.9000 |
Options Outstanding (Shares) | 395,000 | 395,000 | 395,000 |
Options Exercisable (Shares) | 395,000 | 395,000 | 395,000 |
Options, Expiration Date | Jan. 17, 2022 | Jan. 17, 2022 | Jan. 17, 2022 |
Stock Option Ten [Member] | |||
Options Exercise Price | $ 4.5000 | $ 4.5000 | $ 4.5000 |
Options Outstanding (Shares) | 7,222 | 7,222 | 7,222 |
Options Exercisable (Shares) | 7,222 | 7,222 | 7,222 |
Options, Expiration Date | Sep. 2, 2021 | Sep. 2, 2021 | Sep. 2, 2021 |
Stock Option Eleven [Member] | |||
Options Exercise Price | $ 5.7500 | $ 5.6875 | $ 5.6875 |
Options Outstanding (Shares) | 2,608 | 89,686 | 89,686 |
Options Exercisable (Shares) | 2,608 | 89,686 | 89,686 |
Options, Expiration Date | Sep. 12, 2021 | Jun. 30, 2020 | Jun. 30, 2020 |
Stock Option Twelve[Member] | |||
Options Exercise Price | $ 6.4025 | $ 5.7500 | $ 5.7500 |
Options Outstanding (Shares) | 27,692 | 2,608 | 2,608 |
Options Exercisable (Shares) | 27,692 | 2,608 | 2,608 |
Options, Expiration Date | Aug. 18, 2020 | Sep. 12, 2021 | Sep. 12, 2021 |
Stock Option Thirteen [Member] | |||
Options Exercise Price | $ 6.4025 | $ 6.4025 | $ 6.4025 |
Options Outstanding (Shares) | 129,231 | 27,692 | 27,692 |
Options Exercisable (Shares) | 129,231 | 27,692 | 27,692 |
Options, Expiration Date | Aug. 18, 2022 | Aug. 18, 2020 | Aug. 18, 2020 |
Stock Option Fourteen [Member] | |||
Options Exercise Price | $ 6.4025 | $ 6.4025 | $ 6.4025 |
Options Outstanding (Shares) | 261,789 | 129,231 | 129,231 |
Options Exercisable (Shares) | 261,789 | 129,231 | 129,231 |
Options, Expiration Date | Aug. 18, 2025 | Aug. 18, 2022 | Aug. 18, 2022 |
Stock Option Fifteen [Member] | |||
Options Exercise Price | $ 6.8250 | $ 6.4025 | $ 6.4025 |
Options Outstanding (Shares) | 8,791 | 261,789 | 261,789 |
Options Exercisable (Shares) | 8,791 | 261,789 | 261,789 |
Options, Expiration Date | Dec. 11, 2020 | Aug. 18, 2025 | Aug. 18, 2025 |
Stock Option Sixteen [Member] | |||
Options Exercise Price | $ 7.3775 | $ 6.8250 | $ 6.8250 |
Options Outstanding (Shares) | 523,077 | 8,791 | 8,791 |
Options Exercisable (Shares) | 523,077 | 8,791 | 8,791 |
Options, Expiration Date | Mar. 31, 2021 | Dec. 11, 2020 | Dec. 11, 2020 |
Stock Option Seventeen [Member] | |||
Options Exercise Price | $ 8.1250 | $ 7.3775 | $ 7.3775 |
Options Outstanding (Shares) | 169,231 | 523,077 | 523,077 |
Options Exercisable (Shares) | 169,231 | 523,077 | 523,077 |
Options, Expiration Date | Jun. 30, 2022 | Mar. 31, 2021 | Mar. 31, 2021 |
Stock Option Eighteen [Member] | |||
Options Exercise Price | $ 13.9750 | $ 8.1250 | $ 8.1250 |
Options Outstanding (Shares) | 3,385 | 169,231 | 169,231 |
Options Exercisable (Shares) | 3,385 | 169,231 | 169,231 |
Options, Expiration Date | Mar. 14, 2024 | Jun. 30, 2022 | Jun. 30, 2022 |
Stock Option Nineteen [Member] | |||
Options Exercise Price | $ 15.9250 | $ 13.9750 | $ 13 |
Options Outstanding (Shares) | 2,462 | 3,385 | 7,385 |
Options Exercisable (Shares) | 2,462 | 3,385 | 7,385 |
Options, Expiration Date | Feb. 28, 2024 | Mar. 14, 2024 | Mar. 13, 2019 |
Stock Option Twenty [Member] | |||
Options Exercise Price | $ 19.5000 | $ 15.4700 | $ 13 |
Options Outstanding (Shares) | 9,487 | 7,755 | 3,846 |
Options Exercisable (Shares) | 9,487 | 7,755 | 3,846 |
Options, Expiration Date | Jul. 17, 2022 | Apr. 8, 2020 | Apr. 14, 2019 |
Stock Option Twenty One [Member] | |||
Options Exercise Price | $ 19.5000 | $ 15.9250 | $ 13.9750 |
Options Outstanding (Shares) | 6,410 | 2,462 | 3,385 |
Options Exercisable (Shares) | 6,410 | 2,462 | 3,385 |
Options, Expiration Date | Aug. 10, 2022 | Feb. 28, 2024 | Mar. 14, 2024 |
Stock Option Twenty Two [Member] | |||
Options Exercise Price | $ 16.6400 | $ 15.4700 | |
Options Outstanding (Shares) | 1,538 | 7,755 | |
Options Exercisable (Shares) | 1,538 | 7,755 | |
Options, Expiration Date | Jan. 29, 2020 | Apr. 8, 2020 | |
Stock Option Twenty Three [Member] | |||
Options Exercise Price | $ 19.5000 | $ 15.9250 | |
Options Outstanding (Shares) | 9,487 | 2,462 | |
Options Exercisable (Shares) | 9,487 | 2,462 | |
Options, Expiration Date | Jul. 17, 2022 | Feb. 28, 2024 | |
Stock Option Twenty Four [Member] | |||
Options Exercise Price | $ 19.5000 | $ 16.0500 | |
Options Outstanding (Shares) | 6,410 | 46,154 | |
Options Exercisable (Shares) | 6,410 | 46,154 | |
Options, Expiration Date | Aug. 10, 2022 | Jul. 17, 2019 | |
Stock Option Twenty Five [Member] | |||
Options Exercise Price | $ 16.6400 | ||
Options Outstanding (Shares) | 1,538 | ||
Options Exercisable (Shares) | 1,538 | ||
Options, Expiration Date | Jan. 29, 2020 | ||
Stock Option Twenty Six [Member] | |||
Options Exercise Price | $ 19.5000 | ||
Options Outstanding (Shares) | 9,487 | ||
Options Exercisable (Shares) | 9,487 | ||
Options, Expiration Date | Jul. 17, 2022 | ||
Stock Option Twenty Seven [Member] | |||
Options Exercise Price | $ 19.5000 | ||
Options Outstanding (Shares) | 6,410 | ||
Options Exercisable (Shares) | 6,410 | ||
Options, Expiration Date | Aug. 10, 2022 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
California [Member] | |
Operating loss carryforwards | $ 19,673,000 |
Deferred tax assets, tax credit carryforwards, research and development | 1,146,000 |
New Jersey [Member] | |
Operating loss carryforwards | 26,972,000 |
Federal Tax [Member] | |
Operating loss carryforwards | $ 102,216,000 |
Net operating loss carryforwards expiration term | Expire at various dates from 2020 through 2039 |
Deferred tax assets, tax credit carryforwards, research and development | $ 1,871,000 |
Research and development tax credit carryforwards expiration term | Expire at various dates from 2020 through 2031 |
State Tax [Member] | |
Operating loss carryforwards | $ 46,645,000 |
Net operating loss carryforwards expiration term | Expire at various dates from 2020 through 2029 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) (10-K) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Capitalized research and development costs | $ 183,000 | |
Research and development credits | 3,017,000 | 3,017,000 |
Stock-based compensation | 3,787,000 | 3,787,000 |
Stock options issued in connection with the payment of debt | 202,000 | 202,000 |
Net operating loss carryforwards | 19,982,000 | 20,424,000 |
Accrued compensation | 586,000 | 367,000 |
Accrued interest due to related party | 217,000 | 103,000 |
Other, net | 8,000 | 8,000 |
Total deferred tax assets | 27,799,000 | 28,091,000 |
Valuation allowance | (27,799,000) | (28,091,000) |
Net deferred tax assets |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Rate Federal Statutory Rate and Effective Tax Rate (Details) (10-K) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U. S. federal statutory tax rate | (21.00%) | (21.00%) |
Forgiveness of indebtedness | 0.00% | 0.00% |
Change in valuation allowance | (1.00%) | (14.40%) |
Adjustment to deferred tax asset | 22.00% | 35.40% |
Other | 0.00% | 0.00% |
Effective tax rate | 0.00% | 0.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Jul. 31, 2020 | Jul. 13, 2020 | Mar. 10, 2020 | Feb. 21, 2020 | Jan. 27, 2020 | Dec. 16, 2019 | Jan. 18, 2017 | Jul. 21, 2016 | Aug. 18, 2015 | Oct. 15, 2014 | Jun. 25, 2012 | Jun. 30, 2011 | Jun. 30, 2020 | Jun. 30, 2020 | May 05, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2021 | Mar. 31, 2021 | Oct. 31, 2020 | Apr. 05, 2018 |
Payment of past due invoice | $ 103,890 | |||||||||||||||||||||||
Late fee | 3,631 | |||||||||||||||||||||||
Value of seeking amount | $ 100,259 | $ 146,082 | ||||||||||||||||||||||
Percentage of outstanding unpaid invoices | 1.50% | |||||||||||||||||||||||
Accounts payable | $ 198,550 | $ 198,550 | $ 124,025 | |||||||||||||||||||||
Attorneys' fees and costs | $ 47,937 | |||||||||||||||||||||||
Accrued interest percentage | 4.50% | 4.50% | 4.50% | 4.50% | ||||||||||||||||||||
Accrued interest | $ 20,736 | $ 20,736 | $ 20,736 | $ 62,267 | ||||||||||||||||||||
Due and payable investment banking services | $ 225,000 | |||||||||||||||||||||||
Option grant to purchase | 122,690,982 | 348,827 | ||||||||||||||||||||||
Debt instrument maturity date | Jun. 25, 2013 | |||||||||||||||||||||||
Principal cash obligations and commitments | $ 995,900 | |||||||||||||||||||||||
March 31st and September 30th [Member] | ||||||||||||||||||||||||
Bonus guaranteed | 150,000 | 150,000 | $ 150,000 | |||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Payment of past due invoice | $ 103,890 | |||||||||||||||||||||||
Late fee | 3,631 | |||||||||||||||||||||||
Value of seeking amount | $ 100,259 | |||||||||||||||||||||||
Percentage of outstanding unpaid invoices | 1.50% | |||||||||||||||||||||||
Bonus guaranteed | $ 200,000 | $ 200,000 | ||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||
Accrued fees | 49,525 | $ 0 | ||||||||||||||||||||||
Board of Directors [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Option grant to purchase | 16,000,000 | |||||||||||||||||||||||
Debt instrument maturity date | Jul. 31, 2025 | |||||||||||||||||||||||
Common stock, description | In addition, on July 31, 2020, the Board of Directors granted Mr. Jones a discretionary bonus that was a grant of an option to purchase 16,000,000 shares of common stock expiring on July 31, 2025 at an exercise price equal to the closing price of the Company's common stock on July 31, 2020 of $0.0072, 25% of which vested immediately and 25% of which will vest on each of September 30, 2020, December 31, 2020 and March 31, 2021. Upon commencement of Mr. Jones' employment agreement on May 6, 2020, Mr. Jones was no longer eligible to receive fees for his participation as a member of the Board of Directors. From January 1, 2020 to January 27, 2020, while Mr. Jones was an advisor to the Company's Board of Directors, the Company accrued $3,484 for Mr. Jones' advisory fees. From January 28, 2020 to May 5, 2020, the Company accrued $16,734 of fees for Mr. Jones' participation as a member of the Board of Directors and $0 thereafter. From May 6, 2020 to June 30, 2020, the Company accrued $49,525 for Mr. Jones' compensation and related benefits. These amounts are included in accounts payable and accrued expenses and in accrued compensation in the Company's Condensed Consolidated Balance Sheet as of June 30, 2020. | |||||||||||||||||||||||
Mr. Jones [Member] | ||||||||||||||||||||||||
Monthly cash fee | 1,200 | |||||||||||||||||||||||
Increase in working capital | 10,000,000 | 10,000,000 | $ 10,000,000 | |||||||||||||||||||||
Option grant to purchase | 1,000,000 | |||||||||||||||||||||||
Health plan for employees expense | $ 1,000 | |||||||||||||||||||||||
Tax equalized | 12,000 | |||||||||||||||||||||||
Accrued fees | $ 3,484 | $ 16,734 | ||||||||||||||||||||||
Dr. Arnold S.Lippa [Member] | ||||||||||||||||||||||||
Cash compensation expense | 84,900 | $ 84,900 | 169,800 | $ 169,800 | 339,600 | $ 339,600 | ||||||||||||||||||
Base salary | $ 300,000 | |||||||||||||||||||||||
Health plan for employees expense | $ 1,200 | 1,200 | ||||||||||||||||||||||
Maximum health coverage amount per month | 1,000 | 1,000 | ||||||||||||||||||||||
Accrued compensation and benefits | $ 600,000 | |||||||||||||||||||||||
Dr. Arnold S.Lippa [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||
Accrued compensation and benefits, shares | 600 | |||||||||||||||||||||||
Mr Margolis [Member] | ||||||||||||||||||||||||
Monthly cash fee | 1,000 | |||||||||||||||||||||||
Base salary | 300,000 | |||||||||||||||||||||||
Health plan for employees expense | 1,200 | |||||||||||||||||||||||
Maximum health coverage amount per month | $ 1,000 | |||||||||||||||||||||||
Accrued compensation and benefits | $ 500,000 | |||||||||||||||||||||||
Mr Margolis [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||
Accrued compensation and benefits, shares | 500 | |||||||||||||||||||||||
Dr. Lippa and Mr. Margolis [Member] | ||||||||||||||||||||||||
Net proceeds from offering cost | 2,000,000 | 2,000,000 | ||||||||||||||||||||||
Bausch Health Companies Inc [Member] | Maximum [Member] | ||||||||||||||||||||||||
Acquisition of potential future payment | $ 15,150,000 | |||||||||||||||||||||||
Receive additional payments net sales | $ 15,000,000 | |||||||||||||||||||||||
Consulting Agreement [Member] | DNA Healthlink, Inc [Member] | Richard Purcell [Member] | ||||||||||||||||||||||||
Monthly cash fee | $ 12,500 | |||||||||||||||||||||||
Cash compensation expense | 37,500 | 75,000 | 150,000 | 150,000 | ||||||||||||||||||||
Employment Agreements [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Increase in working capital | $ 10,000,000 | |||||||||||||||||||||||
Base salary | 300,000 | |||||||||||||||||||||||
Employment Agreements [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||||||||||
Base salary | 300,000 | |||||||||||||||||||||||
Employment Agreements [Member] | Board of Directors [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Increase in working capital | 2,500,000 | |||||||||||||||||||||||
Employment Agreements [Member] | Mr. Jones [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Base salary | $ 375,000 | |||||||||||||||||||||||
Recurring Cash Compensation Accrued Pursuant Amended Agreement [Member] | ||||||||||||||||||||||||
Cash compensation expense | 80,400 | $ 80,400 | $ 169,800 | $ 169,800 | $ 321,600 | 321,600 | ||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | ||||||||||||||||||||||||
Percentage of royalty on net sale | 4.00% | 4.00% | ||||||||||||||||||||||
Percentage of payment on sub licensee revenue | 12.50% | 12.50% | ||||||||||||||||||||||
Minimum annual royalty payment amount | $ 100,000 | $ 100,000 | ||||||||||||||||||||||
Royalty due date | Jun. 30, 2020 | Jun. 30, 2020 | ||||||||||||||||||||||
Minimum annual royalty increase | $ 150,000 | $ 150,000 | ||||||||||||||||||||||
Charge to operations with royalty obligation | 2,289,770 | 100,000 | $ 100,000 | |||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After Dosing of First Patient Phase Three Human Clinical Trial [Member] | ||||||||||||||||||||||||
Payment for sale of product | 350,000 | 350,000 | ||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After First New Drug Application Filing [Member] | ||||||||||||||||||||||||
Payment for sale of product | 500,000 | 500,000 | ||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Due Within Twelve Months of First Commercial Sale Member [Member] | ||||||||||||||||||||||||
Payment for sale of product | 1,000,000 | 1,000,000 | ||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Maximum [Member] | First Sale of Product [Member] | ||||||||||||||||||||||||
Minimum annual royalty payment amount | 200,000 | 200,000 | ||||||||||||||||||||||
Charge to operations with royalty obligation | 25,000 | |||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Maximum [Member] | First Commercial Sale of Product [Member] | ||||||||||||||||||||||||
Minimum annual royalty payment amount | 250,000 | 250,000 | ||||||||||||||||||||||
Charge to operations with royalty obligation | 25,000 | |||||||||||||||||||||||
Vendor [Member] | ||||||||||||||||||||||||
Payment of past due invoice | $ 103,890 | |||||||||||||||||||||||
Late fee | $ 3,631 | |||||||||||||||||||||||
Accounts payable | $ 99,959 | $ 99,959 | $ 99,959 | $ 99,959 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) (10-K) - USD ($) | Jul. 31, 2020 | Mar. 10, 2020 | Feb. 21, 2020 | Dec. 16, 2019 | Jan. 18, 2017 | Jul. 21, 2016 | Aug. 18, 2015 | Oct. 15, 2014 | Jun. 27, 2014 | Mar. 30, 2011 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 05, 2018 |
Payment of past due invoice | $ 103,890 | ||||||||||||||||
Late fee | 3,631 | ||||||||||||||||
Value of seeking amount | $ 100,259 | $ 146,082 | |||||||||||||||
Percentage of outstanding unpaid invoices | 1.50% | ||||||||||||||||
Accounts payable | $ 198,550 | $ 198,550 | $ 124,025 | ||||||||||||||
Due and payable investment banking services | $ 225,000 | ||||||||||||||||
Principal cash obligations and commitments | 995,900 | ||||||||||||||||
Dr. Arnold S.Lippa [Member] | |||||||||||||||||
Cash compensation expense | $ 84,900 | $ 84,900 | $ 169,800 | $ 169,800 | 339,600 | 339,600 | |||||||||||
Base salary | $ 300,000 | ||||||||||||||||
Percentage of annual bonus from base salary | 50.00% | ||||||||||||||||
Health plan for employees expense | $ 1,200 | $ 1,200 | |||||||||||||||
Maximum health coverage amount per month | $ 1,000 | 1,000 | |||||||||||||||
Mr Margolis [Member] | |||||||||||||||||
Monthly cash fee | 1,000 | ||||||||||||||||
Base salary | 300,000 | ||||||||||||||||
Health plan for employees expense | 1,200 | ||||||||||||||||
Maximum health coverage amount per month | $ 1,000 | ||||||||||||||||
Dr. Lippa and Mr. Margolis [Member] | |||||||||||||||||
Net proceeds from offering cost | 2,000,000 | 2,000,000 | |||||||||||||||
Biovail Laboratories International SRL [Member] | Maximum [Member] | |||||||||||||||||
Acquisition of potential future payment | $ 15,150,000 | ||||||||||||||||
Receive additional payments net sales | $ 15,000,000 | ||||||||||||||||
Consulting Agreement [Member] | DNA Healthlink, Inc [Member] | Richard Purcell [Member] | |||||||||||||||||
Monthly cash fee | $ 12,500 | ||||||||||||||||
Cash compensation expense | 37,500 | 75,000 | 150,000 | 150,000 | |||||||||||||
Recurring Cash Compensation Accrued Pursuant Amended Agreement [Member] | |||||||||||||||||
Cash compensation expense | 80,400 | $ 80,400 | $ 169,800 | $ 169,800 | $ 321,600 | 321,600 | |||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | |||||||||||||||||
License agreement effective date | Sep. 18, 2014 | ||||||||||||||||
License fee | $ 25,000 | ||||||||||||||||
Outstanding patent costs | $ 15,840 | ||||||||||||||||
Percentage of royalty on net sale | 4.00% | 4.00% | |||||||||||||||
Percentage of payment on sub licensee revenue | 12.50% | 12.50% | |||||||||||||||
Minimum annual royalty payment amount | $ 100,000 | $ 100,000 | |||||||||||||||
Royalty due date | Jun. 30, 2020 | Jun. 30, 2020 | |||||||||||||||
Minimum annual royalty increase | $ 150,000 | $ 150,000 | |||||||||||||||
Charge to operations with royalty obligation | 2,289,770 | 100,000 | $ 100,000 | ||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After Dosing of First Patient Phase Three Human Clinical Trial [Member] | |||||||||||||||||
Payment for sale of product | 350,000 | 350,000 | |||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After First New Drug Application Filing [Member] | |||||||||||||||||
Payment for sale of product | 500,000 | 500,000 | |||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Due Within Twelve Months of First Commercial Sale Member [Member] | |||||||||||||||||
Payment for sale of product | 1,000,000 | 1,000,000 | |||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Maximum [Member] | First Sale Of Product [Member] | |||||||||||||||||
Minimum annual royalty payment amount | 200,000 | 200,000 | |||||||||||||||
Charge to operations with royalty obligation | 25,000 | ||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Maximum [Member] | First Commercial Sale Of Product [Member] | |||||||||||||||||
Minimum annual royalty payment amount | 250,000 | 250,000 | |||||||||||||||
Charge to operations with royalty obligation | 25,000 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Payment of past due invoice | $ 103,890 | ||||||||||||||||
Late fee | $ 3,631 | ||||||||||||||||
Served complaint and summons date | February 21, 2020 | ||||||||||||||||
Value of seeking amount | $ 100,259 | ||||||||||||||||
Percentage of outstanding unpaid invoices | 1.50% | ||||||||||||||||
Vendor [Member] | |||||||||||||||||
Payment of past due invoice | $ 103,890 | ||||||||||||||||
Late fee | $ 3,631 | ||||||||||||||||
Accounts payable | $ 99,959 | $ 99,959 | $ 99,959 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Principal Cash Obligations and Commitments (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | |||
2020 | $ 500,200 | ||||
2021 | 739,600 | $ 595,900 | |||
2022 | 654,700 | 100,000 | |||
2023 | 100,000 | 100,000 | |||
2024 | 100,000 | 100,000 | |||
Total | 2,289,770 | 995,900 | |||
License Agreements [Member] | |||||
2020 | 50,000 | ||||
2021 | 115,092 | 100,000 | |||
2022 | 115,093 | 100,000 | |||
2023 | 130,185 | 100,000 | |||
2024 | 100,000 | 100,000 | |||
Total | 510,370 | 500,000 | |||
Employment Agreements [Member] | |||||
2020 | [1] | 450,200 | |||
2021 | 689,600 | 495,900 | [2] | ||
2022 | 639,600 | [2] | |||
2023 | 554,700 | [2] | |||
2024 | [2] | ||||
Total | $ 1,779,400 | [1] | $ 495,900 | [2] | |
[1] | The payment of amounts related to Dr. Lippa and Mr. Margolis have been deferred indefinitely, as described above at "Employment Agreements." The payment amounts to Mr. Jones have been deferred pending the Company achieving certain financing thresholds as described above at "Employment Agreements." The 2020 amounts include three-months of employment agreement obligations for Dr. Lippa, Mr. Jones and Mr. Margolis as their employment contracts renewed on September 30, 2019 and the 2020 obligations include the three months of obligations through September 30, 2020. In the case of Mr. Jones, the obligations extend through the first renewal date of his employment contract which is September 30, 2023. Also, in the case of Mr. Jones, guaranteed bonus obligations are included in the periods in which such amounts are due. | ||||
[2] | The payment of such amounts has been deferred indefinitely, as described above at "Employment Agreements". |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Principal Cash Obligations and Commitments (Details) (10-K) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | |||
2020 | $ 739,600 | $ 595,900 | |||
2021 | 654,700 | 100,000 | |||
2022 | 100,000 | 100,000 | |||
2023 | 100,000 | 100,000 | |||
2024 | 100,000 | ||||
Total | 2,289,770 | 995,900 | |||
License Agreements [Member] | |||||
2020 | 115,092 | 100,000 | |||
2021 | 115,093 | 100,000 | |||
2022 | 130,185 | 100,000 | |||
2023 | 100,000 | 100,000 | |||
2024 | 100,000 | ||||
Total | 510,370 | 500,000 | |||
Employment Agreements [Member] | |||||
2020 | 689,600 | 495,900 | [1] | ||
2021 | 639,600 | [1] | |||
2022 | 554,700 | [1] | |||
2023 | [1] | ||||
2024 | [1] | ||||
Total | $ 1,779,400 | [2] | $ 495,900 | [1] | |
[1] | The payment of such amounts has been deferred indefinitely, as described above at "Employment Agreements". | ||||
[2] | The payment of amounts related to Dr. Lippa and Mr. Margolis have been deferred indefinitely, as described above at "Employment Agreements." The payment amounts to Mr. Jones have been deferred pending the Company achieving certain financing thresholds as described above at "Employment Agreements." The 2020 amounts include three-months of employment agreement obligations for Dr. Lippa, Mr. Jones and Mr. Margolis as their employment contracts renewed on September 30, 2019 and the 2020 obligations include the three months of obligations through September 30, 2020. In the case of Mr. Jones, the obligations extend through the first renewal date of his employment contract which is September 30, 2023. Also, in the case of Mr. Jones, guaranteed bonus obligations are included in the periods in which such amounts are due. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 02, 2020 | Jul. 31, 2020 | Jul. 30, 2020 | Jul. 28, 2020 | Jul. 13, 2020 | Jul. 02, 2020 | Mar. 22, 2020 | Mar. 10, 2020 | Nov. 21, 2018 | Jun. 25, 2012 | Aug. 19, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 23, 2016 | Jan. 29, 2016 |
Debt instrument interest rate | 12.00% | 10.00% | |||||||||||||||
Debt maturity date | Jun. 25, 2013 | ||||||||||||||||
Number of common stock shares issued, shares | 283,643 | ||||||||||||||||
Stock options exercisable | 4,188,630 | 4,287,609 | 4,344,994 | 3,996,167 | |||||||||||||
Dr. Lippa [Member] | |||||||||||||||||
Warrants expiration date | Sep. 23, 2019 | Jan. 29, 2019 | |||||||||||||||
Repayment of related party | $ 13,000 | ||||||||||||||||
Board of Directors [Member] | |||||||||||||||||
Shares issuable | 100,000,000 | ||||||||||||||||
Subsequent Event [Member] | Investors [Member] | Securities Act of 1933 [Member] | |||||||||||||||||
Investments | $ 2,000,000 | ||||||||||||||||
Subsequent Event [Member] | Board of Directors [Member] | |||||||||||||||||
Debt maturity date | Jul. 31, 2025 | ||||||||||||||||
Stock options vested expiration | Jul. 31, 2025 | ||||||||||||||||
Share price per share | $ 0.0072 | ||||||||||||||||
Subsequent Event [Member] | Board of Directors [Member] | Minimum [Member] | |||||||||||||||||
Shares issuable | 58,985,260 | ||||||||||||||||
Subsequent Event [Member] | Board of Directors [Member] | Maximum [Member] | |||||||||||||||||
Shares issuable | 158,985,260 | ||||||||||||||||
Subsequent Event [Member] | Mr. Jones [Member] | |||||||||||||||||
Number of common stock shares issued, shares | 1,000,000 | ||||||||||||||||
Stock option to purchase | 16,000,000 | ||||||||||||||||
Stock option, description | The options vested or will vest, as applicable, in four installments: 25% on issuance, 25% on September 30, 2020, 25% on December 31, 2020, and 25% on March 31, 2021. The options will expire on July 31, 2025. The exercise price of the options is the closing per share market price of shares of common stock of RespireRx as of the date of issuance, which was $0.0072 per share. The option contains a cashless exercise provision. | ||||||||||||||||
Subsequent Event [Member] | Richard Purcell [Member] | |||||||||||||||||
Stock option to purchase | 5,000,000 | ||||||||||||||||
Stock option, description | The options vested or will vest, as applicable, in four installments: 25% on issuance, 25% on September 30, 2020, 25% on December 31, 2020, and 25% on March 31, 2020. The options will expire on July 31, 2025. The exercise price of the options is the closing per share market price of shares of Common Stock of the Company as of the date of issuance, which was $0.0072 per share. The option contains a cashless exercise provision. | ||||||||||||||||
Subsequent Event [Member] | Kathryn MacFarlane [Member] | |||||||||||||||||
Stock options exercisable | 7,500,000 | ||||||||||||||||
Subsequent Event [Member] | Vendors [Member] | |||||||||||||||||
Stock options exercisable | 21,000,000 | ||||||||||||||||
Subsequent Event [Member] | Jeff E. Margolis [Member] | |||||||||||||||||
Repayment of related party | $ 4,000 | ||||||||||||||||
Subsequent Event [Member] | July 28, 2021 [Member] | |||||||||||||||||
Debt face amount | $ 25,000 | ||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||
Debt interest rate description | Upon an event of default, any amount of outstanding principal or interest would bear interest at the lower of 18% or the highest rate permitted by law. | ||||||||||||||||
Debt description | The Investor has the right, at any time after the first 180 days, to convert any outstanding and unpaid amount (including accrued interest and other fees) into shares of common stock, provided that such conversion would not result in the Investor beneficially owning more than 9.99% of RespireRx's then outstanding common stock. Unless an event of default has occurred, the Investor may convert at a per share conversion price equal to $0.02. Upon such conversion, all rights with respect to the portion of the Commitment Note being so converted terminate, except for the right to receive common stock. The Investor also has the right, at any time the Commitment Note is outstanding, to apply any outstanding principal or interest as consideration for any equity, equity-linked and/or debt securities offered by RespireRx in any public offering or private placement, subject to the terms of the Commitment Note. RespireRx may, with prior written notice to the Investor, prepay the entire outstanding principal amount under the Commitment Note at any time by making a payment to the Investor of an amount in cash equal to 110% of the outstanding principal, guaranteed interest amount, and any default interest or other amounts owed. | ||||||||||||||||
Debt interest payment | $ 2,000 | ||||||||||||||||
Subsequent Event [Member] | 2014 License Agreement [Member] | |||||||||||||||||
Debt face amount | $ 100,000 | ||||||||||||||||
Debt maturity date | Dec. 31, 2019 | ||||||||||||||||
Debt payments | $ 100,000 | ||||||||||||||||
Subsequent Event [Member] | Exchange Agreements [Member] | |||||||||||||||||
Debt payments | $ 255,786 | ||||||||||||||||
Accrued compensation | $ 1,100,000 | ||||||||||||||||
Subsequent Event [Member] | Exchange Agreements [Member] | Mr. Margolis [Member] | Series H Preferred Stock [Member] | |||||||||||||||||
Warrants exercise price | $ 0.007 | ||||||||||||||||
Accrued compensation | $ 500,000 | ||||||||||||||||
Number of common stock shares issued, shares | 500 | ||||||||||||||||
Subsequent Event [Member] | Exchange Agreements [Member] | Dr. Lippa [Member] | Series H Preferred Stock [Member] | |||||||||||||||||
Warrants exercise price | $ 0.007 | ||||||||||||||||
Accrued compensation | $ 600,000 | ||||||||||||||||
Number of common stock shares issued, shares | 600 | ||||||||||||||||
Subsequent Event [Member] | Equity Purchase Agreement [Member] | Investors [Member] | |||||||||||||||||
Debt face amount | 25,000 | ||||||||||||||||
Investments | $ 2,000,000 | ||||||||||||||||
Purchase price percentage | 85.00% | ||||||||||||||||
Subsequent Event [Member] | License Agreement [Member] | |||||||||||||||||
Patent description | The Licensed Subject Matter which includes the patent rights, technology rights and improvements on a worldwide basis. RespireRx is responsible to pay UWMRF 25% of past patent costs twelve months after the effective date of the UWMRF Patent License Agreement and 25% twenty-four months after the effective and the balance of past patent costs thirty-six months after the effective date. | ||||||||||||||||
Patent costs | $ 60,370 | ||||||||||||||||
Subsequent Event [Member] | FirstFire Global Opportunities Fund LLC [Member] | |||||||||||||||||
Warrants to purchase | 6,875,000 | ||||||||||||||||
Warrants expiration date | Sep. 30, 2023 | ||||||||||||||||
Warrants exercise price | $ 0.007 | ||||||||||||||||
Subsequent Event [Member] | FirstFire Global Opportunities Fund LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Convertible notes | $ 125,000 | ||||||||||||||||
Debt face amount | 137,500 | ||||||||||||||||
Debt issue discount | $ 12,500 | ||||||||||||||||
Warrants to purchase | 6,875,000 | ||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||
Amortization payments | $ 30,250 | ||||||||||||||||
Debt maturity date | Dec. 2, 2020 | ||||||||||||||||
Debt instrument, maturity date, description | Due on December 2, 2020, and the final such payment, along with any unpaid principal and any accrued and unpaid interest and other fees, due on April 2, 2021. | ||||||||||||||||
Debt interest rate description | Any amount of principal or interest that is not paid when due bears interest at the rate of the lesser of 24% and the maximum amount permitted by law, from the due date to the date such amount is paid. | ||||||||||||||||
Debt description | FF has the right, at any time, to convert any outstanding and unpaid amount of the note into shares of the Company's common stock or securities convertible into the Company's common stock, provided that such conversion would not result in FF beneficially owning more than 4.99% of the Company's then outstanding shares of common stock. Subject to certain limitations and adjustments as described in the note, FF may convert at a per share conversion price equal to $0.02, provided that upon any event of default (as defined in the note), the conversion price will equal the lower of (i) the fixed conversion price, (ii) discount to market based upon subsequent financings with other investors, or (iii) 60% multiplied by the lowest traded price of the common stock of the Company during the twenty-one consecutive trading day (as defined in the note) period immediately preceding the date of such conversion. Upon such conversion, all rights with respect to the portion of the note being so converted terminate, except for the right to receive the Company's common stock or other securities, cash or other assets as provided in the note due upon such conversion. The Company may, with prior written notice to FF, prepay the outstanding principal amount under the note during the initial 180 day period after the Effective Date by making a payment to FF of an amount in cash equal to a certain percentage of the outstanding principal, interest, default interest and other amounts owed. Such percentage varies from 105% to 115% depending on the period in which the prepayment occurs, as set forth in the note. | ||||||||||||||||
Debt conversion price | $ 0.02 | ||||||||||||||||
Subsequent Event [Member] | EMA Financial, LLC [Member] | |||||||||||||||||
Warrants to purchase | 3,750,000 | ||||||||||||||||
Warrants expiration date | Sep. 30, 2023 | ||||||||||||||||
Warrants exercise price | $ 0.007 | ||||||||||||||||
Subsequent Event [Member] | EMA Financial, LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Convertible notes | $ 68,250 | ||||||||||||||||
Debt face amount | $ 75,000 | ||||||||||||||||
Warrants to purchase | 3,750,000 | ||||||||||||||||
Debt description | EMA has the right, in its discretion, at any time, to convert any outstanding and unpaid amount of the note into shares of common stock, provided that such conversion would not result in EMA beneficially owning more than 4.99% of the Company's then outstanding common stock. In the absence of an event of default (as defined in the note), EMA may convert at a per share conversion price equal to $0.02, subject to a retroactive downward adjustment if the lowest traded price on each of the three consecutive trading days following such conversion is lower than $0.02. Upon an event of default, the conversion price is to be adjusted downward based on a discount to market with respect to subsequent financings or a percentage of the lowest traded price during the twenty-one day period prior to the conversion, if lower than $0.02. Upon such conversion, all rights with respect to the portion of the note being so converted terminate, except for the right to receive common stock or other securities, cash or other assets as provided in the note due upon such conversion. The Company may, with prior written notice to EMA, prepay the outstanding principal amount under the Note during the initial 180 day period after July 30, 2020 by making a payment to EMA of an amount in cash equal to a certain percentage of the outstanding principal, interest, default interest and other amounts owed. Such percentage varies from 110% to 115% depending on the period in which the prepayment occurs, as set forth in the note. | ||||||||||||||||
Proceeds from debt | $ 2,500,000 | ||||||||||||||||
Subsequent Event [Member] | EMA Financial, LLC [Member] | Securities Purchase Agreement [Member] | October 30, 2021 [Member] | |||||||||||||||||
Debt face amount | 75,000 | ||||||||||||||||
Debt issue discount | $ 6,750 | ||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||
Debt interest rate description | Any amount of principal or interest that is not paid by the maturity date would bear interest at the rate of 24% from the maturity date to the date such amount is paid. | ||||||||||||||||
Subsequent Event [Member] | UWMRF [Member] | |||||||||||||||||
Stock option, description | UWMRF was granted stock appreciation rights providing UWMRF with the right to receive an amount equal to 4.9% of the consideration received upon the sale or assignment of one or more of the neuromodulator programs above $1 per program. The Company must provide UWMRF with an annual development plan by September 30, 2021 and each September 30th thereafter. |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) - USD ($) | Apr. 13, 2020 | Mar. 26, 2020 | Mar. 24, 2020 | Mar. 22, 2020 | Mar. 21, 2020 | Mar. 20, 2020 | Mar. 20, 2020 | Mar. 19, 2020 | Mar. 16, 2020 | Mar. 10, 2020 | Mar. 04, 2020 | Feb. 24, 2020 | Feb. 21, 2020 | Feb. 18, 2020 | Jan. 06, 2020 | Dec. 16, 2019 | Nov. 12, 2019 | Oct. 28, 2019 | Aug. 19, 2019 | Apr. 24, 2019 | Nov. 21, 2018 | Jan. 18, 2017 | Jun. 25, 2012 | Aug. 19, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 05, 2018 |
Payment of past due invoice | $ 103,890 | ||||||||||||||||||||||||||||||
Late fee | 3,631 | ||||||||||||||||||||||||||||||
Value of seeking amount | $ 100,259 | $ 146,082 | |||||||||||||||||||||||||||||
Percentage of outstanding unpaid invoices | 1.50% | ||||||||||||||||||||||||||||||
Accounts payable | $ 198,550 | $ 198,550 | $ 124,025 | ||||||||||||||||||||||||||||
Debt maturity date | Jun. 25, 2013 | ||||||||||||||||||||||||||||||
Interest expense | $ 190,606 | $ 70,533 | $ 331,316 | $ 151,645 | $ 404,661 | $ 136,243 | |||||||||||||||||||||||||
Number of common stock shares issued, shares | 283,643 | ||||||||||||||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 65,000,000 | |||||||||||||||||||||||||||
Proceeds from related party | $ 1,250 | $ 25,000 | $ 22,751 | $ 100,000 | |||||||||||||||||||||||||||
August 2019 Convertible Note [Member] | |||||||||||||||||||||||||||||||
Debt face amount | $ 55,000 | ||||||||||||||||||||||||||||||
Debt maturity date | May 19, 2020 | ||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.65 | ||||||||||||||||||||||||||||||
April 2019 Convertible Note [Member] | |||||||||||||||||||||||||||||||
Debt face amount | $ 58,500 | ||||||||||||||||||||||||||||||
Debt maturity date | Apr. 24, 2020 | ||||||||||||||||||||||||||||||
Converted into common stock, value | $ 10,000 | $ 10,000 | |||||||||||||||||||||||||||||
Converted into common stock, shares | 81,967 | 73,529 | 147,541 | ||||||||||||||||||||||||||||
Vendor [Member] | |||||||||||||||||||||||||||||||
Payment of past due invoice | $ 103,890 | ||||||||||||||||||||||||||||||
Late fee | $ 3,631 | ||||||||||||||||||||||||||||||
Accounts payable | $ 99,959 | $ 99,959 | $ 99,959 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||
Served complaint and summons date | February 21, 2020 | ||||||||||||||||||||||||||||||
Payment of past due invoice | $ 103,890 | ||||||||||||||||||||||||||||||
Late fee | 3,631 | ||||||||||||||||||||||||||||||
Value of seeking amount | $ 100,259 | ||||||||||||||||||||||||||||||
Percentage of outstanding unpaid invoices | 1.50% | ||||||||||||||||||||||||||||||
Converted into common stock, shares | 71,572,511 | ||||||||||||||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | August 2019 Convertible Note [Member] | |||||||||||||||||||||||||||||||
Converted into common stock, value | $ 10,000 | $ 1,000 | $ 6,150 | ||||||||||||||||||||||||||||
Reimbursable costs | $ 866 | $ 866 | $ 1,200 | ||||||||||||||||||||||||||||
Converted into common stock, shares | 200,000 | 200,000 | 175,000 | ||||||||||||||||||||||||||||
Debt periodic payments | $ 46,850 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | May 2019 Convertible Note [Member] | |||||||||||||||||||||||||||||||
Converted into common stock, value | 493 | ||||||||||||||||||||||||||||||
Reimbursable costs | $ 750 | ||||||||||||||||||||||||||||||
Converted into common stock, shares | 259,000 | ||||||||||||||||||||||||||||||
Debt periodic payments | $ 44,953 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | April 2019 Convertible Note [Member] | |||||||||||||||||||||||||||||||
Converted into common stock, value | $ 5,600 | $ 1,800 | $ 1,800 | $ 1,800 | $ 8,300 | $ 9,400 | $ 9,800 | ||||||||||||||||||||||||
Converted into common stock, shares | 1,247,945 | 246,575 | 246,575 | 246,575 | 226,776 | 217,090 | 200,820 | ||||||||||||||||||||||||
Debt periodic payments | |||||||||||||||||||||||||||||||
Interest expense | $ 3,510 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | 2014 License Agreement [Member] | |||||||||||||||||||||||||||||||
Debt face amount | $ 100,000 | ||||||||||||||||||||||||||||||
Debt maturity date | Dec. 31, 2019 | ||||||||||||||||||||||||||||||
Debt periodic payments | $ 100,000 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | 2014 License Agreement [Member] | Extended Maturity [Member] | |||||||||||||||||||||||||||||||
Debt maturity date | Jun. 30, 2020 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | Exchange Agreements [Member] | |||||||||||||||||||||||||||||||
Debt periodic payments | $ 255,786 | ||||||||||||||||||||||||||||||
Number of common stock shares exchanged and cancelled | $ 17,052,424 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | Employment Agreements [Member] | Two Directors [Member] | |||||||||||||||||||||||||||||||
Accrued but unpaid compensation expenses | $ 153,000 | ||||||||||||||||||||||||||||||
Number of common stock shares issued, shares | 4,500,000 | ||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.034 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | Employment Agreements [Member] | Officers [Member] | |||||||||||||||||||||||||||||||
Accrued but unpaid compensation expenses | $ 153,000 | ||||||||||||||||||||||||||||||
Number of common stock shares issued, shares | 4,500,000 | ||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.034 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | Dr. Lippa and Mr. Margolis [Member] | |||||||||||||||||||||||||||||||
Proceeds from related party | $ 18,500 | ||||||||||||||||||||||||||||||
Repayment of related party | $ 18,000 |
Subsequent Events - Summary of
Subsequent Events - Summary of Conversions of Convertible Notes (Details) - Subsequent Event [Member] - USD ($) | Jul. 07, 2020 | Jul. 02, 2020 | Aug. 19, 2020 | Nov. 30, 2020 |
Converted into common stock, shares | 71,572,511 | |||
Convertible Note Issued In November 2019 [Member] | ||||
Principal Converted | $ 10,000 | $ 20,500 | $ 30,500 | |
Interest Converted | 674 | 1,348 | 2,022 | |
Costs | ||||
Total Converted | $ 10,674 | $ 21,848 | $ 32,522 | |
Converted into common stock, shares | 4,447,488 | 9,103,313 | 13,550,801 |
Subsequent Events - Summary o_2
Subsequent Events - Summary of Exercises of Warrants (Details) - Subsequent Event [Member] - shares | Aug. 12, 2020 | Aug. 07, 2020 | Jul. 31, 2020 | Jul. 23, 2020 | Jul. 10, 2020 | Jul. 07, 2020 | Jul. 02, 2020 | Aug. 19, 2020 |
Number of warrants exercised on a cashless basis | 75,569,754 | |||||||
Converted into common stock, shares | 71,572,511 | |||||||
Warrants Associated with August 2019 Convertible Note [Member] | ||||||||
Number of warrants exercised on a cashless basis | 2,997,219 | 10,604,454 | 10,604,454 | 10,063,627 | ||||
Converted into common stock, shares | 2,826,861 | 10,000,000 | 10,000,000 | 9,490,000 | ||||
Warrants Associated with October 2019 Convertible Note [Member] | ||||||||
Number of warrants exercised on a cashless basis | 14,000,000 | 14,000,000 | 13,300,000 | |||||
Converted into common stock, shares | 13,307,000 | 13,307,000 | 12,641,650 |