Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 13, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | RespireRx Pharmaceuticals Inc. | ||
Entity Central Index Key | 0000849636 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,300,112 | ||
Entity Common Stock, Shares Outstanding | 89,496,596 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 825 | $ 16,690 |
Deferred financing costs | 52,609 | |
Prepaid expenses, including current portion of long-term prepaid insurance of $0 at December 31, 2020 and $10,586 at December 31, 2019 | 31,653 | 28,638 |
Total current assets | 85,087 | 45,328 |
Total assets | 85,087 | 45,328 |
Current liabilities: | ||
Accounts payable and accrued expenses, including $635,146 and $476,671 payable to related parties at December 31, 2020 and 2019, respectively | 4,923,947 | 3,772,030 |
Accrued compensation and related expenses | 1,540,809 | 2,083,841 |
Convertible notes payable, currently due and payable on demand, including accrued interest of $85,693 and $113,304 at December 31, 2020 and 2019, respectively, (of which $48,700, including accrued interest of $23,700, was deemed to be in default at December 31, 2020) (Note 4) | 414,860 | 551,591 |
Note payable to SY Corporation, including accrued interest of $411,385 and $363,280 at December 31, 2020 and 2019, respectively (payment obligation currently in default - Note 4) | 864,551 | 766,236 |
Notes and advances payable to officers, including accrued interest of $46,717 and $35,388 at December 31, 2020 and 2019, respectively (Note 4) | 213,067 | 142,238 |
Notes payable to former officer, including accrued interest of $58,965 and $41,977 as of December 31, 2020 and December 31, 2019, respectively (Note 4) | 186,565 | 169,577 |
Other short-term notes payable | 4,608 | 4,634 |
Total current liabilities | 8,148,407 | 7,490,147 |
Commitments and contingencies (Note 9) | ||
Stockholders' deficiency: (Note 6) | ||
Series B convertible preferred stock, $0.001 par value; $0.6667 per share liquidation preference; aggregate liquidation preference $25,001; shares authorized: 37,500; shares issued and outstanding: 37,500; common shares issuable upon conversion at 0.000030 common shares per Series B share: 1 | 21,703 | 21,703 |
Common stock, $0.001 par value; shares authorized: 2,000,000,000; shares issued and outstanding: 71,271,095 and 417,507 at December 31, 2020 and 2019, respectively (reflected on a post 10 for 1 reverse stock split basis which occurred on January 5, 2021) | 71,271 | 418 |
Additional paid-in capital | 162,654,002 | 159,042,145 |
Accumulated deficit | (170,810,296) | (166,509,085) |
Total stockholders' deficiency | (8,063,320) | (7,444,819) |
Total liabilities and stockholders' deficiency | $ 85,087 | $ 45,328 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Long term prepaid insurance current portion | $ 0 | $ 10,586 |
Accounts payable and accrued expenses to related party | $ 635,146 | $ 476,671 |
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 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 71,271,095 | 417,507 |
Common stock, shares outstanding | 71,271,095 | 417,507 |
Reverse stock split | 10 for 1 reverse stock split basis which occurred on January 5, 2021 | |
Officer [Member] | ||
Accrued interest | $ 46,717 | $ 35,388 |
Former Officer [Member] | ||
Accrued interest | 58,965 | 41,977 |
SY Corporation [Member] | ||
Accrued interest | 411,385 | 363,280 |
Deemed to be in Default [Member] | ||
Notes default amount | 48,700 | 23,700 |
Convertible Notes Payable [Member] | ||
Accrued interest | $ 85,693 | $ 113,304 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, liquidation preference, per share | $ 0.6667 | $ 0.6667 |
Preferred stock, liquidation preference value | $ 25,001 | $ 25,001 |
Preferred stock, shares authorized | 37,500 | 37,500 |
Preferred stock, shares issued | 37,500 | 37,500 |
Preferred stock, shares outstanding | 37,500 | 37,500 |
Common stock shares issuable upon conversion of series B | 0.00030 | 0.00030 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||
General and administrative, including $1,230,370 and $485,332 to related parties for the years ended December 31, 2020 and 2019, respectively | $ 2,676,860 | $ 1,137,175 |
Research and development, including $490,850 and $490,908 to related parties for the years ended December 31, 2020 and 2019, respectively | 638,275 | 599,329 |
Total operating costs and expenses | 3,315,135 | 1,736,504 |
Loss from operations | (3,315,135) | (1,736,504) |
Loss on extinguishment of debt and other liabilities in exchange for equity | (389,902) | |
Interest expense, including $11,329 and $60,135 to related parties for the years ended December 31, 2020 and 2019, respectively | (545,675) | (404,661) |
Foreign currency transaction (loss) gain | (50,499) | 26,132 |
Net loss | (4,301,211) | (2,115,033) |
Deemed dividends from warrant anti-dilution provisions | (1,440,214) | |
Net loss attributable to common shareholders | $ (5,741,425) | $ (2,115,033) |
Net loss per common share - basic and diluted respectively (reflected on a post 10 for 1 reverse stock split basis which occurred on January 5, 2021) | $ (0.22) | $ (5.41) |
Weighted average common shares outstanding - basic and diluted respectively (reflected on a post 10 for 1 reverse stock split basis which occurred on January 5, 2021) | 25,855,664 | 390,848 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
General and administrative expense to related parties | $ 1,230,370 | $ 485,332 |
Research and development expenses to related parties | 490,850 | 490,908 |
Interest expense to related parties | $ 11,329 | $ 60,135 |
Reverse stock split | 10 for 1 reverse stock split basis which occurred on January 5, 2021 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Series B and Series H Convertible Preferred Stock [Member] | ||
Balance beginning | $ 21,703 | $ 21,703 |
Balance beginning, shares | 37,500 | 37,500 |
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 | ||
Issuance of Common Stock for payment of accrued compensation | ||
Issuance of Common Stock for payment of accrued compensation, shares | ||
Issuances of Series H Preferred Stock payment of accrued compensation | $ 1 | |
Issuances of Series H Preferred Stock payment of accrued compensation, shares | 1,383 | |
Issuance of Series H Preferred Stock for payment of accounts payable | $ 0 | |
Issuance of Series H Preferred Stock for payment of accounts payable, shares | 241 | |
Conversion of Series H Preferred Stock to Common Stock | $ (1) | |
Conversion of Series H Preferred Stock to Common Stock, shares | (1,624) | |
Issuance of Common Stock and Warrants for Conversion of Series H Preferred Stock | ||
Issuance of Common Stock and Warrants for Conversion of Series H Preferred Stock, shares | ||
Sale of Common Stock, net of costs | ||
Sale of Common Stock, net of costs, shares | ||
Note payable issued with Common Stock | ||
Note payable issued with Common Stock, shares | ||
Note discounts | ||
Note payable conversions | ||
Note payable conversions, shares | ||
Option grants | ||
Cashless Warrant exercises | ||
Cashless Warrant exercises | ||
Warrants issued with convertible debt | ||
Net Loss | ||
Balance ending | $ 21,703 | $ 21,703 |
Balance ending, shares | 37,500 | 37,500 |
Common Stock [Member] | ||
Balance beginning | $ 418 | $ 387 |
Balance beginning, shares | 417,507 | 387,207 |
Common stock issued related to convertible notes | $ 2 | |
Common stock issued related to convertible notes, shares | 1,750 | |
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 | $ 29 | |
Common stock issued as partial settlement of convertible notes issued from April through May 2019, shares | 28,550 | |
Issuance of Common Stock for payment of accrued compensation | $ 900 | |
Issuance of Common Stock for payment of accrued compensation, shares | 900,000 | |
Issuances of Series H Preferred Stock payment of accrued compensation | ||
Issuances of Series H Preferred Stock payment of accrued compensation, shares | ||
Issuance of Series H Preferred Stock for payment of accounts payable | ||
Issuance of Series H Preferred Stock for payment of accounts payable, shares | ||
Conversion of Series H Preferred Stock to Common Stock | ||
Conversion of Series H Preferred Stock to Common Stock, shares | ||
Issuance of Common Stock and Warrants for Conversion of Series H Preferred Stock | $ 25,377 | |
Issuance of Common Stock and Warrants for Conversion of Series H Preferred Stock, shares | 25,377,426 | |
Sale of Common Stock, net of costs | $ 7,900 | |
Sale of Common Stock, net of costs, shares | 7,900,000 | |
Note payable issued with Common Stock | ||
Note payable issued with Common Stock, shares | ||
Note discounts | ||
Note payable conversions | $ 26,291 | |
Note payable conversions, shares | 26,291,373 | |
Option grants | ||
Cashless Warrant exercises | $ 10,385 | |
Cashless Warrant exercises | 10,384,789 | |
Warrants issued with convertible debt | ||
Net Loss | ||
Balance ending | $ 71,271 | $ 418 |
Balance ending, shares | 71,271,095 | 417,507 |
Additional Paid-in Capital [Member] | ||
Balance beginning | $ 159,042,145 | $ 158,638,707 |
Common stock issued related to convertible notes | 3,331 | |
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 | 25,276 | |
Issuance of Common Stock for payment of accrued compensation | 305,100 | |
Issuances of Series H Preferred Stock payment of accrued compensation | 1,378,217 | |
Issuance of Series H Preferred Stock for payment of accounts payable | 307,015 | |
Conversion of Series H Preferred Stock to Common Stock | (1,685,232) | |
Issuance of Common Stock and Warrants for Conversion of Series H Preferred Stock | 1,659,856 | |
Sale of Common Stock, net of costs | 78,237 | |
Note payable issued with Common Stock | (40,000) | |
Note discounts | 90,000 | |
Note payable conversions | 1,100,347 | |
Option grants | 384,250 | |
Cashless Warrant exercises | (10,385) | |
Warrants issued with convertible debt | 44,452 | 45,812 |
Net Loss | ||
Balance ending | 162,654,002 | 159,042,145 |
Accumulated Deficit [Member] | ||
Balance beginning | (166,509,085) | (164,394,052) |
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 | ||
Issuance of Common Stock for payment of accrued compensation | ||
Issuances of Series H Preferred Stock payment of accrued compensation | ||
Issuance of Series H Preferred Stock for payment of accounts payable | ||
Conversion of Series H Preferred Stock to Common Stock | ||
Sale of Common Stock, net of costs | ||
Note discounts | ||
Note payable conversions | ||
Option grants | ||
Cashless Warrant exercises | ||
Warrants issued with convertible debt | ||
Net Loss | (4,301,211) | (2,115,033) |
Balance ending | (170,810,296) | (166,509,085) |
Balance beginning | (7,444,819) | (5,733,255) |
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 | |
Issuance of Common Stock for payment of accrued compensation | 306,000 | |
Issuances of Series H Preferred Stock payment of accrued compensation | 1,378,218 | |
Issuance of Series H Preferred Stock for payment of accounts payable | 307,015 | |
Conversion of Series H Preferred Stock to Common Stock | (1,685,233) | |
Issuance of Common Stock and Warrants for Conversion of Series H Preferred Stock | 1,685,233 | |
Sale of Common Stock, net of costs | 86,137 | |
Note payable issued with Common Stock | (40,000) | |
Note discounts | 90,000 | |
Note payable conversions | 1,126,638 | |
Option grants | 384,250 | |
Cashless Warrant exercises | ||
Cashless Warrant exercises | ||
Warrants issued with convertible debt | $ 44,452 | 45,812 |
Net Loss | (4,301,211) | (2,115,033) |
Balance ending | $ (8,063,320) | $ (7,444,819) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (4,301,211) | $ (2,115,033) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discounts related to convertible notes payable | 374,080 | 215,575 |
Costs associated with convertible note conversion paid with common stock | 49,219 | 750 |
Loss on extinguishment of debt | 389,902 | |
Loss on extinguishment of other liabilities | 65,906 | |
Foreign currency transaction loss (gain) | 50,499 | (26,132) |
Changes in operating assets and liabilities: | ||
(Increase) decrease in - Prepaid expenses and advanced clinical research payments | (3,014) | 13,355 |
Increase (decrease) in - Accounts payable and accrued expenses | 1,260,922 | 524,324 |
Increase (decrease) in - Accrued compensation and related expenses | 1,141,186 | 779,407 |
Increase (decrease) in - Accrued interest payable | 141,454 | 120,009 |
Net cash used in operating activities | (513,001) | (487,745) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 162,886 | |
Proceeds from officer notes | 59,500 | 22,751 |
Proceeds from issuance of notes payable | 274,750 | 478,150 |
Net cash provided by financing activities | 497,136 | 471,151 |
Cash and cash equivalents: | ||
Net decrease | (15,865) | (16,594) |
Balance at beginning of period | 16,690 | 33,284 |
Balance at end of period | 825 | 16,690 |
Supplemental disclosures of cash flow information: | ||
Cash paid for - Interest | 6,466 | 5,130 |
Non-cash financing activities: | ||
Issuance of common stock in exchange for extinguishment of Convertible Notes Payable | 694,946 | |
Conversion fees paid with common stock upon principal payment on convertible notes payable | 30,632 | 750 |
Accounts payable and accrued expenses extinguished with common stock options | 241,109 | |
Issuance of common stock in payment of accrued compensation | 1,684,218 | |
Issuance of commitment note for equity line | 40,000 | |
Issuance of warrants with convertible notes | 44,451 | |
Beneficial conversion feature associated with convertible notes | 90,000 | |
Short-term note payable issued in connection with financing of directors and officers insurance policy | 70,762 | 61,746 |
Short-term note payable issued in connection with financing of clinical trial and other office insurance policies | 9,215 | 9,322 |
Interest liability paid with common stock | 11,760 | |
General and Administrative Expense [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation and fees included in | 345,500 | |
Research and Development Expenses and Vesting Options [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation and fees included in | $ 38,750 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
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. Basis of Presentation The consolidated financial statements are of RespireRx and its wholly-owned subsidiary, Pier. |
Business
Business | 12 Months Ended |
Dec. 31, 2020 | |
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 signaling. We are developing treatment options that address conditions that affect millions of people, but for which there are limited or poor treatment options, including OSA, attention deficit hyperactivity disorder (“ADHD”) epilepsy, chronic pain, including inflammatory and neuropathic pain, recovery from spinal cord injury (“SCI”), as well as other areas of interest based on results of animal studies to date. RespireRx is developing a pipeline of new drug products based on our broad patent portfolios across two distinct drug platforms: (i) our pharmaceutical 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) is made up of two programs: (a) our ampakines program, including proprietary compounds that are positive allosteric modulators (“PAMs”) of AMPA-type glutamate receptors to promote neuronal function and (b) our GABAkines program, including proprietary compounds that are PAMs of GABAA receptors, which was recently established pursuant to our entry with the University of Wisconsin-Milwaukee Research Foundation, Inc., an affiliate of the University of Wisconsin-Milwaukee (“UWMRF”), into a patent license agreement (the UWMRF Patent License Agreement”). 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 has effected an internal restructuring plan through which our two drug platforms have been reorganized into separate business units and may in the future, be organized into subsidiaries of RespireRx. 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 each. We are also planning to commence a securities offering by the Company pursuant to Regulation A by filing a Form 1-A. 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 $4,301,211 and $2,115,033 for the fiscal years ended December 31, 2020 and 2019, respectively, and negative operating cash flows of $513,001 and $487,745 for the fiscal years ended December 31, 2020 and 2019, respectively. The Company also had a stockholders’ deficiency of $8,063,320 at December 31, 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 report on the Company’s consolidated financial statements for the year ended December 31, 2020, 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 | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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. Reverse Stock Split on January 5, 2021 On January 5, 2021, the Company effected a ten to one reverse-stock split of its common stock. Every ten shares of the “old” common stock was exchanged for one “new” share of common stock rounded down to the nearest whole share with any fractional shares of common stock paid to the stockholder in cash. Option and warrant issuances prior to January 5, 2021 have also been proportionately adjusted by dividing the number of shares into which such options and warrants may exercise by ten and multiplying the exercise price by ten. The effect of the reverse-stock split has been reflected retroactively in the Company’s consolidated financial statements as of December 31, 2020 and 2019 and for the fiscal years ended December 31, 2020 and 2019. 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. 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 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. 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 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 amount paid in April 2020 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 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, outside consultants and vendors measuring the cost of services received in exchange for 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 of the common stock 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 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. As of December 31, 2020, there were stock option grants exercisable into 6,750,000 shares of common stock granted to one officer who is also a director, one director who is not an officer, consultants and other vendors. Certain stock options granted were subject to vesting schedules. Stock options exercisable into 5,825,000 shares of common stock vested during the fiscal year ended December 31, 2020. The Black Scholes value of vested stock options granted during the fiscal year ended December 31, 2020 was $384,250. 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. For stock options requiring an assessment of fair value during the fiscal years ended December 31, 2020 and 2019 the fair value of each stock option award was estimated using the Black-Scholes option-pricing model using the following assumptions: 2020 2019 Risk-free interest rate 0.21-0.28 % - % Expected dividend yield 0 % - % Expected volatility 412.81-426.92 % - % Expected life at date of issuance 5 - The expected life is estimated to be equal to the term of the common stock options issued in 2020. 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, 2020 and 2019. There were no warrants issued as compensation or for services during the fiscal years ended December 31, 2020 and 2019 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, 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 December 31, 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, 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 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. 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. The Company recorded a deemed dividend for the issuance of warrants during year ended December 31, 2020 of $1,440,214. The deemed dividend is added to the net loss in determining the net loss available to common stockholders. 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, 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. December 31, 2020 2019 Series B convertible preferred stock 1 11 Convertible notes payable 13,333,036 7,017,896 Common stock warrants 28,809,352 2,191,043 Common stock options 7,165,215 4,344,994 Total 49,307,604 13,553,944 Reclassifications Certain comparative figures in 2019 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 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 January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, Equity Method and Joint Ventures, and Topic 815, Derivatives and Hedging which represents an amendment clarifying the interaction between accounting standards related to equity securities, equity method investments and certain derivatives. The guidance is effective for fiscal years beginning after December 15, 2020. Management is currently evaluating the impact the guidance will have on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, an accounting standard update which modifies the disclosure requirements on fair value measurements. This guidance was effective for fiscal years beginning after December 15, 2019. The amendments related to the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty was to be applied prospectively. All other amendments were to be applied retrospectively. An entity was permitted to early adopt any removed or modified disclosures upon issuance of this guidance and delay adoption of the additional disclosures until their effective date. The adoption of this guidance did not have a material impact on our consolidated financial statements in the year ended December 31, 2020. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. Notes Payable Convertible Notes Payable Convertible Note with EMA Financial, LLC On July 30, 2020, RespireRx and EMA Financial, LLC (“EMA”) entered into a Securities Purchase Agreement (the “EMA SPA”) by which EMA provided a sum of $68,250 (the “EMA Consideration”) to RespireRx, in return for a fixed rate convertible note (the “EMA Note”) with a face amount of $75,000, and a common stock purchase warrant (the “EMA Warrant”) for 375,000 shares of Common Stock (post-reverse stock split basis). The net proceeds received by RespireRx on August 4, 2020 were $63,750 after payment of $3,500 in EMA’s legal fees and the withholding by EMA of $1,000 in diligence fees. The EMA Note obligates RespireRx to pay by October 30, 2021 (the “EMA Maturity Date”) a principal amount of $75,000 together with interest at a rate equal to 10% per annum, which principal exceeds the EMA Consideration by the amount of an original issue discount of $6,750. Any amount of principal or interest that is not paid by the EMA Maturity Date would bear interest at the rate of 24% from the EMA 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 EMA Note into shares of Common Stock, provided that such conversion would not result in EMA beneficially owning more than 4.99% of RespireRx’s then outstanding Common Stock. In the absence of an event of default, 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 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 EMA Note being so converted terminate, except for the right to receive Common Stock or other securities, cash or other assets as provided in the EMA Note due upon such conversion. RespireRx may, with prior written notice to EMA, prepay the outstanding principal amount under the EMA Note during the initial 180 day period 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 EMA Note. If, prior to the repayment or conversion of the EMA Note, RespireRx 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 EMA 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, the EMA Note prohibits RespireRx from selling or otherwise disposing of a significant portion of its assets outside the ordinary course of business or in connection with a merger or consolidation or sale of all or substantially all of RespireRx’s assets where the surviving or successor entity does not assume RespireRx’s obligations under the EMA SPA. Further, any subsidiary to which RespireRx transfers a material amount of assets must guarantee certain obligations of RespireRx under the EMA Note. The EMA Warrant is a common stock purchase warrant to purchase 375,000 shares of Common, for value received in connection with the issuance of the EMA Note, from the date of issuance of the EMA Warrant until September 30, 2023, at an exercise price of $0.07 (subject to adjustment as provided therein) per share of Common Stock. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this financing. The outstanding amounts of the EMA Note consists of the following at December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Principal amount of notes payable $ 75,000 $ - Unamortized portion of note discounts (18,417 ) - Accrued interest payable 3,164 - $ 59,747 $ - Convertible Note and Equity Purchase Agreement with White Lion Capital, LLC On July 28, 2020, RespireRx issued a convertible note, as amended (“Commitment Note”) to White Lion Capital, LLC (“White Lion”) pursuant to, and to induce White Lion to enter into an equity purchase agreement dated July 28, 2020 (“White Lion EPA”). See Note 9. Commitments and Contingencies - Entry into Equity Purchase Agreement for a description of the White Lion EPA and the other agreements entered into pursuant to the White Lion EPA. The Commitment Note had an initial face amount of $25,000 which was subsequently amended effective July 28, 2020 to $40,000 in consideration for an amendment to the White Lion EPA extending the date by which RespireRx was to file a registration statement on Form S-1 listing White Lion as the selling stockholder on Form S-1. The Commitment Note was accounted for as equity issuance costs in Additional paid-in capital. The Commitment Note obligates RespireRx to pay by July 28, 2021 a principal amount of $40,000, together with a guaranteed interest payment of $3,200 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. White Lion has the right, at any time after the first 180 days after execution of the White Lion EPA, 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 White Lion beneficially owning more than 9.99% of the Company’s then outstanding Common Stock. Unless an event of default has occurred, White Lion 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. White Lion 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 the Company in any public offering or private placement, subject to the terms of the Commitment Note. RespireRx may, with prior written notice to White Lion, prepay the entire outstanding principal amount under the Commitment Note at any time by making a payment to White Lion of an amount in cash equal to 110% of the outstanding principal, guaranteed interest amount, and any default interest or other amounts owed. RespireRx determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this financing. The outstanding amounts of the White Lion Note consist of the following at December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Principal amount of notes payable $ 40,000 $ - Accrued interest payable 1,368 - $ 41,368 $ - Convertible Note with FirstFire Global Opportunities Fund LLC On July 2, 2020, RespireRx and FirstFire Global Opportunities Fund LLC (“FirstFire”) entered into a Securities Purchase Agreement (the “FirstFire SPA”) pursuant to which FirstFire provided a sum of $125,000 (the “FirstFire Consideration”) to RespireRx, in return for a convertible promissory note (the “FirstFire Note”) with a face amount of $137,500 (which difference in value as compared to the FirstFire Consideration is due to an original issue discount of $12,500), a common stock purchase warrant for 687,500 shares of the Company’s common stock (post-reverse stock split basis) (the “FirstFire Warrant”), and the Confession of Judgment (as defined below), among other agreements and obligations. The net proceeds of the First Fire Consideration, which were received by RespireRx on July 6, 2020, equal $121,000 after payment of $4,000 in FirstFire’s legal fees. Under the terms of the FirstFire SPA and the FirstFire Note, FirstFire paid the FirstFire Consideration at closing. The FirstFire Note obligates RespireRx to pay interest at a rate of 10% per annum on any unpaid principal beginning on 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 April 2, 2021 (the “FirstFire Note Maturity Date”). 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. FirstFire has the right, at any time, to convert any outstanding and unpaid amount of the FirstFire Note into shares of RespireRx’s Common Stock or securities convertible into RespireRx’s common stock, provided that such conversion would not result in FirstFire beneficially owning more than 4.99% of RespireRx’s then outstanding shares of Common Stock. Subject to certain limitations and adjustments as described in the FirstFire Note, FirstFire may convert at a per share conversion price equal to $0.02 (the “FirstFire Fixed Conversion Price”), provided that upon any event of default, the conversion price will equal the lower of (i) the FirstFire Fixed Conversion Price, (ii) discount to market based upon subsequent financings with other investors, or (iii) 60% multiplied by the lowest traded price of Common Stock during the twenty-one consecutive trading day period immediately preceding the date of such conversion. Upon such conversion, all rights with respect to the portion of the FirstFire Note being so converted terminate, except for the right to receive Common Stock or other securities, cash or other assets as provided in the FirstFire Note due upon such conversion. RespireRx may, with prior written notice to FirstFire, prepay the outstanding principal amount under the FirstFire Note during the initial 180 day period after the execution of the FirstFire SPA by making a payment to FirstFire 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. The FirstFire SPA provides FirstFire with certain participation rights in any subsequent offering of debt or equity. Under the FirstFire SPA, RespireRx may not enter into an offering of its securities with terms that would benefit an investor more than FirstFire is benefited under the FirstFire SPA and the agreements ancillary thereto, unless RespireRx offers FirstFire those same terms. The FirstFire SPA also grants FirstFire certain registration rights. The FirstFire Warrant is a warrant to purchase 687,500 shares of Common Stock, for value received in connection with the issuance of the FirstFire Note, from the date of issuance of the FirstFire Warrant until September 30, 2023, at an exercise price of $0.07 (subject to adjustment as provided therein) per share of common stock. Additionally, RespireRx provided a confession of judgment (the “Confession of Judgment”) in favor of FirstFire for the amount of the FirstFire Note plus fees and costs, to be filed pursuant to the terms and conditions of the FirstFire SPA and the FirstFire Note. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this financing. The outstanding amounts of the FirstFire Note consist of the following at December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Principal amount of notes payable $ 137,500 $ - Unamortized portion of note discounts (14,916 ) - Accrued interest payable 6,856 - $ 129,440 $ - Convertible Notes with PowerUp Lending Group Ltd. RespireRx and PowerUp Lending Group Ltd. (“PowerUp”) entered into two securities purchase agreements, dated as of April 15, 2020 and June 7, 2020 (each, a “PowerUp Agreement”), by which Power Up 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 Power Up for the amount of the April 2020 Note plus fees and costs to be filed by Power Up 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, were used for general corporate purposes. The April 2020 Note was repaid by conversion in October 2020. The June 2020 Note which would have payable on June 7, 2021, (the “June 2020 Note Maturity Date”), and bears 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 was paid in full in December 2020. There were no outstanding amounts due with respect to the April 2020 Note and June 2020 Note as of December 31, 2020. On October 22, 23 and 26, 2020, Power Up converted the outstanding principal amount and all accrued and unpaid interest related to the April 2020 Note into 2,080,740 shares of Common Stock and as of October 26, 2020 the April 2020 Note is deemed repaid and terminated. On December 14, 2020 and December 15, 2020, converted the outstanding principal amount and all accrued and unpaid interest related to the June 2020 Note into 3,506,153 shares of Common Stock (post-reverse stock split basis) and the June 2020 Note is deemed repaid and terminated. 2019 Convertible Notes On April, 24, 2019, May 17, 2019, August 19, 2019, October 22, 2019 and November 4, 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, May 17, 2019, August 19, 2019, October 22, 2019 and November 4, 2019 Convertible Notes was satisfied in full by the lenders electing to convert the outstanding balances to Common Stock, except for $2,747 of accrued interest that remains outstanding under the May 17, 2019 Convertible Note. 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 December 31, 2020 Accrued Interest at December 31, 2020 Balance sheet carrying amount at December 31, 2020 inclusive of accrued interest May 17, 2019 May 17, 2020, extended to November 17, 2020 $ 50,000 10 % $ 50,000 $ 50,000 $ - $ 2,747 $ 2,747 Total $ 50,000 $ 50,000 $ 50,000 $ - $ 2,747 $ 2,747 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 19,000 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 $0.15 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 $0.34 per share of common stock. An aggregate of $155,000 of principal and $17,911 of accrued interest was exchanged for 1,152,740 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 December 31, 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 $7,201 as of December 31, 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 December 31, 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 19,000 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 $15.00 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 December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Principal amount of notes payable $ 35,000 $ 190,000 Accrued interest payable 7,201 17,976 $ 42,201 $ 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 552,501 shares of the Company’s common stock. The exchange price was $0.15 per share of common stock. The closing price on March 20, 2020, the last trading day before the closing of the exchange agreements, was $0.34 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 December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Principal amount of notes payable $ 75,000 $ 125,000 Accrued interest payable 64,357 82,060 $ 139,357 $ 207,060 As of December 31, 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%, totaled $48,700, of which $23,700 was accrued interest. As of December 31, 2019, principal and accrued interest on Original Convertible Notes subject to default notices totaled $43,666 of which $18,666 was accrued interest. As of December 31, 2020 all of the outstanding Original Convertible Notes, inclusive of accrued interest, were convertible into an aggregate of 1,225 shares of the Company’s common stock (post-reverse stock split basis). 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) 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, 2020 and 2019: December 31, 2020 December 31, 2019 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 411,384 363,280 Foreign currency transaction adjustment 53,393 3,182 $ 864,551 $ 766,236 Interest expense with respect to this promissory note was $48,104 and $47,971 for years ended December 31, 2020 and 2019, 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. 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. 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, 2020, Dr. James S. Manuso had not exchanged his note. During the year ended December 31, 2020, Dr. Lippa advanced on an interest free basis the Company $65,000 of which $16,036 was repaid to Dr. Lippa. The outstanding balance of the advance is payable on demand. During the year ended December 31, 2020, Mr. Margolis advanced $10,775 to which when aggregated with the outstanding balance of $5,500 as of the beginning of the fiscal year, was $16,275, all of which was repaid by the Company during the fiscal year ended December 31, 2020. For the fiscal years ended December 31, 2020 and 2019, $11,329 and $10,272 was charged to interest expense with respect to Dr. Lippa’s notes, respectively. For the fiscal years ended December 31, 2020 and 2019, $16,988 and $15,416 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 2020 and 2019 was incurred while Dr. Manuso was no longer an officer. Other Short-Term Notes Payable Other short-term notes payable at December 31, 2020 and December 31, 2019 consisted of premium financing agreements with respect to various insurance policies. At December 31, 2020, a premium financing agreement was payable in the initial amount of $70,762, with interest at 11% per annum, in ten monthly installments of $8,256, and another premium financing arrangement was payable in the initial amount of $9,215 payable in equal quarterly installments. At December 31, 2020 and 2019, the aggregate amount of the short-term notes payable was $4,608 and $4,635 respectively. |
Settlement and Payment Agreemen
Settlement and Payment Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Settlement and Payment Agreements | 5. Settlement and Payment Agreements On February 21, 2020, Sharp Clinical Services, Inc. (“Sharp”), a vendor of the Company, filed a complaint against the Company 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 related 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 the Company, and on September 4, 2020, a final judgment by default was entered against the Company in the amount of $104,217. The Company has recorded a liability to Sharp of $103,859 as of December 31, 2020. On February 23, 2021 our bank received two New Jersey Superior Court Levies totaling $320,911 related to amounts owed to two vendors (Sharp and Salamandra as defined below and herein) which amounts were not in dispute, debited our accounts and restricted access to those accounts. Our accounts were debited for $1,559 on February 23, 2021 which represented all of the cash in our accounts on that date. On March 3, 2021, we executed a settlement agreement with one of the two vendors noted below (the “Sharp Settlement Agreement”). The Sharp Settlement Agreement calls for a payment schedule totaling $100,000 in ten bi-monthly installments which began on April 1, 2021 and are due every other month thereafter and permits early settlement at $75,000 if the Company pays Sharp that lower total by August 1, 2021. The first $10,000 payment that which was due on April 1, 2021, was paid on March 23, 2021. On March 9, 2021, Sharp requested of the Bergen (NJ) County Sheriff, the return of the Writ of Execution which resulted in a release of the lien. By letter dated February 5, 2016, the Company received a demand from a law firm representing Salamandra, LLC (“Salamandra”) alleging an amount due and owing for unpaid services rendered. On January 18, 2017, following an arbitration proceeding, an arbitrator awarded Salamandra the full amount sought in arbitration of $146,082. Additionally, the arbitrator granted Salamandra attorneys’ fees and costs of $47,937. All such amounts have been accrued as of December 31, 2020 and December 31, 2019, including accrued interest at 4.5% annually from February 26, 2018, the date of the judgment, through December 31, 2020, totaling $24,129. On August 21, 2019, RespireRx and Salamandra entered into a settlement agreement and release, which was amended on December 16, 2019 (as amended, the “Salamandra 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 the above-mentioned arbitration award. Under the Salamandra Settlement Agreement, (i) the Company paid to Salamandra $25,000 before December 21, 2019, and upon such payment, Salamandra ceased all collection efforts against the Company until March 31, 2020, and (ii) the Company was to pay to Salamandra by March 31, 2020 an amount equal to 21% of the working capital amount raised by that date, which would have reduced the Full Amount owed on a dollar-for-dollar basis. The Company did not make the required payment on March 31, 2020 and has not made any subsequent payments other than what may have been received by Salamandra pursuant to the levies described above. On September 23, 2019, the Company and a vendor agreed in principle to a proposed settlement agreement, which has not resulted in a formal agreement. In February 2020, the Company and the vendor discussed amendments to this agreement in principal. The discussions included, among other things, an extension of time to raise the amount discussed below. The Company and the vendor are continuing discussions in an attempt to reach a formal settlement agreement. The due date of the $100,000 annual amount payable to the University of Illinois that was originally due on December 31, 2020 pursuant to the 2014 License Agreement was extended to April 19, 2021 and was paid in full on April 1, 2021. 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 December 31, 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 December 31, 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. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Deficiency | 6. Stockholders’ Deficiency Preferred Stock RespireRx has authorized a total of 5,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 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; 1,700 shares were designated as Series G 1.5% Convertible Preferred Stock. On July 13, 2020, RespireRx designated 1,200 shares of Series H, Voting, Non-participating, Convertible Preferred Stock (“Series H Preferred Stock”) and on September 30, 2020 RespireRx amended the Certificate of Designation of the Series H Preferred Stock to increase the number of shares of Series H Preferred Stock to 3,000 shares. On July 13, 2020 and September 30, 2020, RespireRx issued an aggregate of 1,624.1552578 shares of Series H Preferred Stock inclusive of 2% accrued dividends, all of which converted on September 30, 2020 into 25,377,426 shares of Common Stock and warrants to purchase 25,377,426 shares of Common Stock, and therefore as of that time on September 30, 2020, there were no shares of Series H Preferred Stock outstanding. Under the Certificate of Designation of the Series H Preferred Stock, shares of Series H Preferred Stock converted or redeemed by conversion are to be canceled and are not to be reissued. Accordingly, on December 31, 2020 and 2019, 3,504,424.1552578 shares of preferred stock and 3,505,800 shares of preferred stock, respectively, were undesignated and were able to be issued with such rights and powers as the Board of Directors may designate. Series B Preferred Stock outstanding as of December 31, 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 0.000030 shares of common stock at an effective conversion price of $22,083.75 per share of common stock, which is subject to adjustment under certain circumstances. As of December 31, 2020 and December 31, 2019, the shares of Series B Preferred Stock outstanding are convertible into 1 share 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 are 71,271,095 shares of the Company’s Common Stock outstanding as of December 31, 2020. After reserving for conversions of convertible debt as well as common stock purchase options and warrants exercises before accounting for incremental contract excess reserves, there were 1,870,650,077 shares of the Company’s Common Stock available for future issuances as of December 31, 2020. After accounting for incremental excess reserves required by the FirstFire Note, the EMA Note, the Crown Bridge unpaid accrued interest, and the White Lion Note as well the FirstFire Warrant, the EMA warrant, aggregating 68,777,142 and other outstanding convertible notes and all outstanding options and warrants, there were 1,801,872,935, shares of common stock available for future issuances as of December 31, 2020. Each conversion or exercise on a convertible note, or option or warrant, as appropriate reduces the excess reserve requirements. The FirstFire Note and EMA Note were converted in full in 2021 and the White Lion Note was converted in part in 2021. No warrants or options were exercised after December 31, 2020. See Note 10. Subsequent Events in the notes to our consolidated financial statements as of December 31, 2020. Common Stock Warrants As part of our prior debt financings with FirstFire, EMA and Crown Bridge, the Company issued warrants that contained anti-dilution provisions that required a reduction to the exercise price and an increase to the number of warrant shares in the event that we issued equity instruments with a lower price than the exercise price. During the year ended December 31, 2020, we adjusted downward the warrant exercise price for these warrants. The resulting fair value of the warrants with the new exercise price was $1,440,214, recorded as a deemed dividend in our consolidated statements of stockholders’ deficiency. As the Company has an accumulated deficit, the deemed dividend was recorded within additional paid-in capital. On September 30, 2020, the Company issued warrants exercisable into 25,377,426 of commons stock at $0.07 per share and expiring on September 30, 2023 which issuance occurred upon the conversion of all Series H Preferred Stock into common stock and warrants on September 30, 2020. On July 30, 2020, the Company issued warrants exercisable into 375,000 shares of common stock at an exercise price of $0.07 per share and expiring on September 30, 2023. On July 2, 2020, the Company issued warrants exercisable into 687,500 shares of common stock at an exercise price of $0.07 per share and expiring on September 30, 2023. During the fiscal year ended December 31, 2020, inclusive of anti-dilution provisions, the Company issued warrants exercisable into 13,145,114 shares of common stock at exercise prices ranging from $0.01485 to $0.03416 of which 10,969,352 were exercised. A summary of warrant activity for the year ended December 31, 2020 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2019 219,104 $ 18.7109 3.44 Issued 39,585,040 0.0521 2.89 Expired (25,434 ) 2.9899 Exercised (10,969,352 ) 0.0161 Warrants outstanding at December 31, 2020 28,809,352 $ 0.1528 2.64 Warrants exercisable at December 31, 2019 219,104 $ 18.7109 3.44 Warrants exercisable at December 31, 2020 28,809,352 $ 0.1528 2.64 The exercise prices of common stock warrants outstanding and exercisable are as follows at December 31, 2020: Exercise Price Warrants Outstanding Warrants Exercisable Expiration Date $ 0.0160 2,212,500 2,212,500 May 17, 2022 $ 0.0700 26,439,926 26,439,926 September 30, 2023 $ 15.000 19,000 19,000 December 30, 2023 $ 15.750 23,881 23,881 April 30, 2023 $ 27.500 800 800 December 31, 2021 $ 11.000 104,650 104,650 September 29, 2022 $ 79.300 8,595 8,595 February 28, 2021 28,809,352 29,809,352 Based on a fair value of $0.029 per share on December 31, 2020, there were 2,212,500 exercisable in-the money common stock warrants with an intrinsic value of $28,763 as of December 31, 2020. 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 178,322 $ 22.0393 3.06 Issued 47,737 7.9079 4.36 Expired (6,955 ) 29.8989 - Warrants outstanding at December 31, 2019 219,104 $ 18.7109 3.44 Warrants exercisable at December 31, 2018 178,322 $ 22.0393 3.06 Warrants exercisable at December 31, 2019 219,104 $ 18.7109 3.44 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. 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 grants and there were stock option grants for 6,750,000 shares of RespireRx’s Common Stock during the fiscal year ended December 31, 2020 and there were no stock grants or stock option grants in the during the fiscal year ended December 31, 2019. 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 fiscal year ended December 31, 2020 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2019 428,761 $ 33.798 4.98 Granted 6,750,000 0.0660 4.63 Expired (13,546 ) (65.9190 ) - Options outstanding at December 31, 2020 7,165,215 $ 1.961 4.60 Options exercisable at December 31, 2020 6,290,215 $ 2.225 4.59 The exercise prices of common stock options outstanding and exercisable were as follows at December 31, 2020: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.072 5,050,000 4,525,000 September 30, 2025 $ 0.054 1,700,000 1,350,000 July 31, 2025 $ 7.000 2,168 2,168 November 21, 2023 $ 11.200 31,038 31,038 April 5, 2023 $ 12.500 1,676 1,676 December 7, 2022 $ 13.500 3,400 3,400 July 28, 2022 $ 14.500 184,942 184,942 December 9, 2027 $ 14.500 10,000 10,000 December 9, 2027 $ 20.000 28,500 28,500 June 30, 2022 $ 20.000 2,500 2,500 July 26, 2022 $ 39.000 39,500 39,500 January 17, 2022 $ 45.000 722 722 September 2, 2021 $ 57.500 261 261 September 12, 2021 $ 64.025 12,923 12,923 August 18, 2022 $ 64.025 26,179 26,179 August 18, 2025 $ 73.775 52,308 52,308 March 31, 2021 $ 81.250 16,923 16,923 June 30, 2022 $ 139.750 339 339 March 14, 2024 $ 159.250 246 246 February 28, 2024 $ 195.000 949 949 July 17, 2022 $ 195.000 641 641 August 10, 2022 7,165,215 6,290,215 Based on a fair value of $0.029 per share on December 31, 2020, there were no exercisable in-the-money common stock options as of December 31, 2020. 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 434,499 $ 35.414 5.90 Expired (5,738 ) 156.139 - Options outstanding at December 31, 2019 428,761 $ 33.798 4.98 Options exercisable at December 31, 2018 434,499 $ 35.414 5.90 Options exercisable at December 31, 2019 428,761 $ 33.789 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 $ 7.000 2,168 2,168 November 21, 2023 $ 11.200 31,038 31,038 April 5, 2023 $ 12.500 1,676 1,676 December 7, 2022 $ 13.500 3,400 3,400 July 28, 2022 $ 14.500 184,942 184,942 December 9, 2027 $ 14.500 10,000 10,000 December 9, 2027 $ 20.000 28,500 28,500 June 30, 2022 $ 20.000 2,500 2,500 July 26, 2022 $ 39.500 39,500 39,500 January 17, 2022 $ 45.000 722 722 September 2, 2021 $ 56.875 8,969 8,969 June 30, 2020 $ 57.500 261 261 September 12, 2021 $ 64.025 2,769 2,769 August 18, 2020 $ 64.025 12,923 12,923 August 18, 2022 $ 64.025 26,179 26,179 August 18, 2025 $ 68.250 879 879 December 11, 2020 $ 73.775 52,308 52,308 March 31, 2021 $ 81.250 16,923 16,923 June 30, 2022 $ 139.750 339 339 March 14, 2024 $ 154.700 775 755 April 8, 2020 $ 159.250 246 246 February 28, 2024 $ 166.400 154 154 January 29, 2020 $ 195.000 949 949 July 17, 2022 $ 195.000 641 641 August 10, 2022 428,761 428,761 Based on a fair value of $1.00 per share on December 31, 2019, there were 0 exercisable in-the-money common stock options as of December 31, 2019. For the years ended December 31, 2020 and 2019, stock-based compensation costs and fees included in the consolidated statements of operations consisted of general and administrative expenses of $345,500 and $0 respectively, and research and development expenses of $38,750 and $0, respectively. Pier Contingent Stock Consideration In connection with the merger transaction with Pier effective August 10, 2012, RespireRx issued 17,975 newly issued shares of its common stock with an aggregate fair value of $3,271,402 ($182.00 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 44,321 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, 2020. 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 increased the shares issuable under the plan by 150,000, from 153,846 to 303,846. 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 698,526 and 898,526 shares of the Company’s common stock. On May 5, 2020 and July 31, 2020, the Board of Directors further amended the 2015 Plan to increase the number of shares that may be issued under the 2015 Plan by 5,000,000 and 10,000,000 shares respectively. As of December 31, 2020, there are 8,704,251 shares of common stock available for issuance under the 2015 Plan. 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, 2020, the Company had 2,000,000,000 shares of common stock authorized and 71,271,095 shares of common stock issued and outstanding. The Company has reserved 1 shares of common stock for the conversion of the Series B Preferred Stock. The Company has reserved an aggregate of 13,333,036 for the calculated amount of shares of common stock into which convertible notes may convert and an additional 53,464,642 shares of common stock for contractual reserves with respect to such notes. In addition, The Company has reserved 7,165,215 and 28,809,352 shares of the Company’s common stock for exercises of common stock purchase options granted and warrants issued respectively and an additional 15,312,500 shares of common stock for contractual reserves associated with certain of the warrants. The Company has reserved 649 shares of common stock with respect to the Pier contingent shares. There are 8,770,576 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, contingent share issuances and contractual reserves, there were 1,801,872,935 shares of the Company’s common stock available for future issuances as of December 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019 are summarized below. December 31, 2020 2019 Capitalized research and development costs $ - $ - Research and development credits 3,017,000 3,017,000 Stock-based compensation 3,975,000 3,787,000 Stock options issued in connection with the payment of debt 202,000 202,000 Net operating loss carryforwards 20,536,000 19,982,000 Accrued compensation 155,000 586,000 Accrued interest due to related party 146,000 217,000 Other, net 8,000 8,000 Total deferred tax assets 28,039,000 27,799,000 Valuation allowance (28,039,000 ) (27,799,000 ) 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, 2020 and 2019, 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, 2020 and 2019 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, 2020 and 2019. Years Ended December 31, 2020 2019 U. S. federal statutory tax rate (21.0 )% (21.0 )% Change in valuation allowance (1.0 )% (1.0 )% Adjustment to deferred tax asset 22.0 % 22.0 % Other - % - % Effective tax rate 0.0 % 0.0 % As of December 31, 2020, the Company had federal and state tax net operating loss carryforwards of approximately $104,166,000 and $44,252,000, respectively. The state tax net operating loss carryforward consists of $19,673,000 for California purposes and $24,579,000 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 2021 through 2040. State net operating losses expire at various dates from 2021 through 2029 for California and through 2040 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, 2020. The federal research and development tax credit carryforwards will expire at various dates from 2021 through 2032. 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 has not filed its federal and state tax returns for the year ended December 31, 2020, for which the Company has filed a request for extension of time to file such returns. 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 | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 limits its securities related activities primarily to investment banking services.. A description of advances and notes payable to officers is provided at Note 4. Notes Payable – Advances from and Notes Payable to Officer. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Pending or Threatened Legal Action and Claims 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, 2020 and 2019 with respect to such matters. See Note 5. Settlement and Payment Agreements to the consolidated financial statements as of December 31, 2020 for additional items and details. Significant Agreements and Contracts Consulting Agreements 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. Cash compensation expense pursuant to this agreement totaled $112,500 and $150,000 for the fiscal years ended December 31, 2020 and 2019, respectively, which is included in research and development expenses in the Company’s consolidated statements of operations for such periods. The Company entered into a consulting contract with David Dickason effective September 15, 2020 pursuant to which Mr. Dickason was appointed to and serves as the Company’s Senior Vice President of Pre-Clinical Product Development on an at-will basis at the rate of $250 per hour. 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 expired 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. As of December 31, 2020, Mr. Jones base salary remained $300,000 per year. 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. Mr. Jones was eligible for a guaranteed bonus of $200,000 on October 31,2020. Mr. Jones is also entitled to bonuses of $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 had 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 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, 2019 and 2020 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, 2020. 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, 2020 and 2019. Cash compensation inclusive of employee benefits accrued pursuant to this agreement totaled $339,600 for each of the fiscal years ended December 31, 2020 and 2019, respectively, which amounts are included in accrued compensation and related expenses in the Company’s consolidated balance sheet at December 31, 2020 and 2019, and in research and development expenses in the Company’s consolidated statement of operations for the fiscal years ended December 31, 2020 and 2020. Dr. Lippa does not receive any additional compensation for serving as Executive Chairman and on the Board of Directors. On March 22, 2020, July 13, 2020 and September 30, 2020, Dr. Lippa, forgave an aggregate of $853,000 of accrued compensation and benefits. On March 22, 2020, Dr, Lippa received 4,500,000 shares Common Stock for $153,000 of forgiven compensation, which shares of Common Stock were adjusted to 450,000 shares of Common Stock on a post reverse stock-split basis. On July 13, 2020, pursuant to an exchange agreement, Dr. Lippa forgave $600,000 of accrued compensation and benefits and in exchange received 600 shares of Series H Preferred Stock. On September 30, 2020, pursuant to an additional exchange agreement, Dr. Lippa forgave $100,000 of accrued compensation and benefits and in exchange received 100 shares of Series H Preferred Stock. Between July 13, 2020 and September 30, 2020, Dr. Lippa earned 2.6333333 shares of Series H Preferred Stock as dividends in-kind. On July 13, 2020 and September 30, 2020, Dr. Lippa contributed all of his Series H Preferred Stock to a family trust. On September 30, 2020, the family trust converted all of its Series H Preferred Stock into 109,786,458 shares of RespireRx Common Stock and a warrant to purchase 109,786,458 shares of Common Stock which were subsequently adjusted to 10,978,645 shares of Common Stock and warrants to purchase 10,978,645 shares of Common Stock. 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, 2020 and 2019. Recurring cash compensation accrued pursuant to this amended agreement totaled $321,600 for the fiscal year ended December 31, 2020 and 2019 which amounts are included in accrued compensation and related expenses in the Company’s consolidated balance sheet December 31, 2020 and 2019, and in general and administrative expenses in the Company’s consolidated statement of operations. On March 22, 2020, July 13, 2020 and September 30, 2020, Mr. Margolis, forgave an aggregate of $803,000 of accrued compensation and benefits. On March 22, 2020, Mr. Margolis received 4,500,000 shares Common Stock for $153,000 of forgiven compensation, which shares of Common Stock were adjusted to 450,000 shares of Common Stock on a post reverse stock-split basis. On July 13, 2020, pursuant to an exchange agreement, Mr. Margolis forgave $500,000 of accrued compensation and benefits and in exchange received 500 shares of Series H Preferred Stock. On September 30, 2020, pursuant to an additional exchange agreement, Mr. Margolis forgave $150,000 of accrued compensation and benefits and in exchange received 150 shares of Series H Preferred Stock. Between July 13, 2020 and September 30, 2020, Mr. Margolis earned 2.194444 shares of Series H Preferred Stock as dividends in-kind. On July 13, 2020 and September 30, 2020, Mr. Margolis contributed all of his Series H Preferred Stock to three family trusts. On September 30, 2020, the family trusts converted all of their Series H Preferred Stock into 101,905,382 shares of RespireRx Common Stock and a warrant to purchase 101,905,382 shares of Common Stock which were subsequently adjusted to 10,190,538 shares of Common Stock and warrants to purchase 10,190,538 shares of Common Stock. 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. 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 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. Under the UWMRF Patent License Agreement, in consideration for the licenses granted, the Company will pay to UWMRF the following: (i) patent filing and prosecution costs incurred by UWMRF prior to the effective date, paid in yearly installments over three years from the Effective Date; (ii) annual maintenance fees, beginning on the second anniversary of the Effective Date, which annual maintenance fees terminate upon the Company’s payment of royalties pursuant to clause (iv) below; (iii) milestone payments, paid upon the occurrence of certain dosing events of patients during clinical trials and certain approvals by the FDA; and (iv) royalties on net sales of products developed with the licenses, subject to minimum annual payments and to royalty rate adjustments based on whether separate royalty payments by the Company yield an aggregate rate beyond a stated threshold. The Company has also granted UWMRF certain stock appreciation rights with respect to the Company’s neuromodulator programs, subject to certain limitations, and will pay to UWMRF certain percentages of revenues generated from sublicenses of the licenses provided under the UWMRF Patent License Agreement by the Company to third parties. 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, 2020, was extended to April 19, 2021 and was paid in full on April 1, 2021. 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, 2020 and 2019, the Company recorded charges to operations of $100,000, respectively, with respect to its 2020 and 2019 minimum annual royalty obligation, which is included in research and development expenses in the Company’s consolidated statement of operations for the fiscal years ended December 31, 2020 and 2019. The Company did not pay the amount due on December 31, 2020 for which the Company was granted an extension until April 19, 2021 and which was paid in full on April 1, 2021. 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, 2020, aggregating $2,885,270. Employment agreement amounts included in the 2021 column represent amounts contractually due from January 1, 2021 through September 30, 2021 or in one case, September 30, 2023 when such contracts expire unless extended pursuant to the terms of the contracts. Payments Due By Year Total 2021 2022 2023 2024 2025 License agreements $ 560,370 $ 100,000 $ 115,092 $ 115,093 $ 130,185 $ 100,000 Employment agreements (1) 2,294,900 1,100,600 639,600 554,700 - - Total $ 2,855,270 $ 1,200,600 $ 754,692 $ 669,793 $ 130,185 $ 100,000 (1) The payment of certain of such amounts has been deferred indefinitely, as described above in “Employment Agreements”. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events As of 5pm eastern time on January 5, 2021, the Company effected a ten to one (10:1) reverse stock split of its Common Stock by filing the Sixth Amendment of Second Restated Certificate of Incorporation of RespireRx Pharmaceuticals Inc. with the Secretary of State of the State of Delaware on January 4, 2021. The financial statements have been prepared as of December 31, 2020 and for the fiscal year then ended on a post-reverse stock split basis. After a downgrade of the trading of our Common Stock to the OTC Pink Market on December 10, 2020, the reverse stock split described above occurred on January 5, 2021 and the Common Stock began trading on a post-reverse stock split basis on the OTC Markets OTC Pink Market from January 6, 2021 through Friday, February 5, 2021 while measuring for thirty calendar days, compliance with the uplisting requirements for listing on the OTC Markets OTCQB Venture Market. The stock was upgraded to the OTCQB Venture Market on Monday, February 8, 2021. A purchase notice was sent to White Lion on February 19, 2021 was for 3,600,000 shares of Common Stock resulting in net proceeds after closing costs of $2,070 aggregating $115,229. The total of all shares sold pursuant to purchase notices (including three purchase notices in the fiscal year ended December 31, 2020 and the one February 19, 2021 purchase notice is 11,500,000 which is all of the shares registered and offered for sale is the registration statement on Form S-1 that became effective on October 29, 2020. There are no shares available for sale under that registration statement. In order for the Company to issue additional purchase notices to White Lion, the Company would either have to file a new registration statement or amend the current registration statement covering shares representing any remaining amounts available under the White Lion EPA, or up to $1,711,581. The FirstFire Note dated July 2, 2020 was paid in full by conversion as follows: Conversion Date Principal Converted Interest Converted Costs paid by the Company by conversion Conversion Price per Share Shares of Common Stock Issued January 19, 2021 $ 30,000 $ 0 $ 0 $ 0.02 1,500,000 February 4, 2021 $ 37,500 $ 0 $ 0 $ 0.02 1,875,000 February 16, 2021 $ 50,000 $ 0 $ 0 $ 0.02 2,500,000 March 3, 2021 $ 20,000 $ 6,875 $ 0 $ 0.02 1,343,750 Total $ 137,500 $ 6,875 $ 0 7,218,750 The EMA Note dated July 30, 2020 was paid in full by conversion as follows: Conversion Date Principal Converted Interest Converted Costs paid by the Company by conversion Conversion Price per Share Shares of Common Stock Issued February 4, 2021 $ 19,000 $ 0 $ 1,000 $ 0.02 1,000,000 February 10, 2021 $ 19,000 $ 0 $ 1,000 $ 0.02 1,000,000 February 12, 2021 $ 19,000 $ 0 $ 1,000 $ 0.02 1,000,000 March 3, 2021 $ 18,000 $ 4,136 $ 1,000 $ 0.02 1,156,807 Total $ 75,000 $ 4,136 $ 4,000 4,156,807 On March 15, 2021, the White Lion Commitment Note was repaid in part by conversion as follows: Conversion Date Principal Converted Interest Converted Costs paid by the Company by conversion Conversion Price per Share Shares of Common Stock Issued March 15, 2021 $ 25,000 $ 0 $ 0 $ 0.02 1,250,000 On February 17, 2021, the Company and FirstFire entered into a Securities Purchase Agreement (the “FirstFire Feb 2021 SPA”) pursuant to which FirstFire provided a sum of $100,000 (the “FirstFire Feb 2021 Consideration”) to the Company, in return for a convertible promissory note (the “FirstFire Feb 2021 Note”) with a face amount of $112,000 (which difference in value as compared to the FirstFire Feb 2021 Consideration is due to an original issue discount of $12,000) and 2,000,000 commitment shares of Common Stock, a piggy-back registration rights agreement and other agreements and obligations. The net proceeds of the First Fire Feb 2021 Consideration, which were received by the Company on February 19, 2021, equal $97,500 after payment of $2,500 in FirstFire’s legal fees. The FirstFire Feb 2021 Note bears interest at 10% per annum. The terms of the FirstFire Feb 2021 Note require that the Company reserve 18,060,000 shares of Common Stock or three times the number of shares into which the FirstFire Feb 2021 Note may convert, but no less than the initial number of shares of Common Stock that must be reserved. On March 31, 2021, the Company and EMA entered into a Securities Purchase Agreement (the “EMA March 2021 SPA”) pursuant to which EMA provided a sum of $100,000 (the “EMA March 2021 Consideration”) to the Company, in return for a convertible promissory note (the “EMA March 2021 Note”) with a face amount of $112,500 (which difference in value as compared to the EMA March 2021 Consideration is due to an original issue discount of $12,500) and a warrant exercisable for five years at $0.02 per share on a cash or cashless basis, into 2,400,000 shares of Common Stock, a piggy-back registration rights agreement and other agreements and obligations. The net proceeds of the EMA March 2021 Consideration, which were received by the Company on April 1, 2021, equal $96,750 after payment of $2,750 in EMA’s legal fees. And $500 of EMA’s due diligence fees. The EMA March 2021 Note bears interest at 10% per annum and matures on March 31, 2022. The EMA March 2021 Note is convertible at a fixed conversion price of $0.02 per share of Common Stock. The terms of the EMA March 2021 Note require that the Company reserve the greater of (i) 26,602,500 shares of Common Stock or (ii) three times the number of shares into which the EMA March 2021 Note may convert and into which the warrant may exercise. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of 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. |
Reverse Stock Split on January 5, 2021 | Reverse Stock Split on January 5, 2021 On January 5, 2021, the Company effected a ten to one reverse-stock split of its common stock. Every ten shares of the “old” common stock was exchanged for one “new” share of common stock rounded down to the nearest whole share with any fractional shares of common stock paid to the stockholder in cash. Option and warrant issuances prior to January 5, 2021 have also been proportionately adjusted by dividing the number of shares into which such options and warrants may exercise by ten and multiplying the exercise price by ten. The effect of the reverse-stock split has been reflected retroactively in the Company’s consolidated financial statements as of December 31, 2020 and 2019 and for the fiscal years ended December 31, 2020 and 2019. |
Concentration of Credit Risk | 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. |
Value of Financial Instruments | 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 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. |
Capitalized Financing Costs | 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, 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 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 amount paid in April 2020 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 | 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, outside consultants and vendors measuring the cost of services received in exchange for 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 of the common stock 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 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. As of December 31, 2020, there were stock option grants exercisable into 6,750,000 shares of common stock granted to one officer who is also a director, one director who is not an officer, consultants and other vendors. Certain stock options granted were subject to vesting schedules. Stock options exercisable into 5,825,000 shares of common stock vested during the fiscal year ended December 31, 2020. The Black Scholes value of vested stock options granted during the fiscal year ended December 31, 2020 was $384,250. 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. For stock options requiring an assessment of fair value during the fiscal years ended December 31, 2020 and 2019 the fair value of each stock option award was estimated using the Black-Scholes option-pricing model using the following assumptions: 2020 2019 Risk-free interest rate 0.21-0.28 % - % Expected dividend yield 0 % - % Expected volatility 412.81-426.92 % - % Expected life at date of issuance 5 - The expected life is estimated to be equal to the term of the common stock options issued in 2020. 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, 2020 and 2019. There were no warrants issued as compensation or for services during the fiscal years ended December 31, 2020 and 2019 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 December 31, 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 December 31, 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 | 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 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 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. |
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 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 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. The Company recorded a deemed dividend for the issuance of warrants during year ended December 31, 2020 of $1,440,214. The deemed dividend is added to the net loss in determining the net loss available to common stockholders. 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, 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. December 31, 2020 2019 Series B convertible preferred stock 1 11 Convertible notes payable 13,333,036 7,017,896 Common stock warrants 28,809,352 2,191,043 Common stock options 7,165,215 4,344,994 Total 49,307,604 13,553,944 |
Reclassifications | Reclassifications Certain comparative figures in 2019 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 January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, Equity Method and Joint Ventures, and Topic 815, Derivatives and Hedging which represents an amendment clarifying the interaction between accounting standards related to equity securities, equity method investments and certain derivatives. The guidance is effective for fiscal years beginning after December 15, 2020. Management is currently evaluating the impact the guidance will have on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, an accounting standard update which modifies the disclosure requirements on fair value measurements. This guidance was effective for fiscal years beginning after December 15, 2019. The amendments related to the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty was to be applied prospectively. All other amendments were to be applied retrospectively. An entity was permitted to early adopt any removed or modified disclosures upon issuance of this guidance and delay adoption of the additional disclosures until their effective date. The adoption of this guidance did not have a material impact on our consolidated financial statements in the year ended December 31, 2020. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Fair Value of Option Estimated Using Black-Scholes Pricing Model with Valuation Assumptions | For stock options requiring an assessment of fair value during the fiscal years ended December 31, 2020 and 2019 the fair value of each stock option award was estimated using the Black-Scholes option-pricing model using the following assumptions: 2020 2019 Risk-free interest rate 0.21-0.28 % - % Expected dividend yield 0 % - % Expected volatility 412.81-426.92 % - % Expected life at date of issuance 5 - |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | At December 31, 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. December 31, 2020 2019 Series B convertible preferred stock 1 11 Convertible notes payable 13,333,036 7,017,896 Common stock warrants 28,809,352 2,191,043 Common stock options 7,165,215 4,344,994 Total 49,307,604 13,553,944 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 December 31, 2020 Accrued Interest at December 31, 2020 Balance sheet carrying amount at December 31, 2020 inclusive of accrued interest May 17, 2019 May 17, 2020, extended to November 17, 2020 $ 50,000 10 % $ 50,000 $ 50,000 $ - $ 2,747 $ 2,747 Total $ 50,000 $ 50,000 $ 50,000 $ - $ 2,747 $ 2,747 |
SY Corporation [Member] | |
Schedule of Convertible Notes Payable | Note payable to SY Corporation consists of the following at December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 411,384 363,280 Foreign currency transaction adjustment 53,393 3,182 $ 864,551 $ 766,236 |
EMA Note [Member] | |
Schedule of Convertible Notes Payable | The outstanding amounts of the EMA Note consists of the following at December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Principal amount of notes payable $ 75,000 $ - Unamortized portion of note discounts (18,417 ) - Accrued interest payable 3,164 - $ 59,747 $ - |
White Lion Note [Member] | |
Schedule of Convertible Notes Payable | The outstanding amounts of the White Lion Note consist of the following at December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Principal amount of notes payable $ 40,000 $ - Accrued interest payable 1,368 - $ 41,368 $ - |
FirstFire Note [Member] | |
Schedule of Convertible Notes Payable | The outstanding amounts of the FirstFire Note consist of the following at December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Principal amount of notes payable $ 137,500 $ - Unamortized portion of note discounts (14,916 ) - Accrued interest payable 6,856 - $ 129,440 $ - |
2018 Q4 and 2019 Q1 Notes [Member] | |
Schedule of Convertible Notes Payable | The 2018 Q4 Notes and 2019 Q1 Notes consist of the following at December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Principal amount of notes payable $ 35,000 $ 190,000 Accrued interest payable 7,201 17,976 $ 42,201 $ 207,976 |
Original Convertible Notes [Member] | |
Schedule of Convertible Notes Payable | The remaining outstanding Original Convertible Notes (including that for which a default notice has been received) consist of the following at December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Principal amount of notes payable $ 75,000 $ 125,000 Accrued interest payable 64,357 82,060 $ 139,357 $ 207,060 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Warrants Activity | A summary of warrant activity for the year ended December 31, 2020 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Warrants outstanding at December 31, 2019 219,104 $ 18.7109 3.44 Issued 39,585,040 0.0521 2.89 Expired (25,434 ) 2.9899 Exercised (10,969,352 ) 0.0161 Warrants outstanding at December 31, 2020 28,809,352 $ 0.1528 2.64 Warrants exercisable at December 31, 2019 219,104 $ 18.7109 3.44 Warrants exercisable at December 31, 2020 28,809,352 $ 0.1528 2.64 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 178,322 $ 22.0393 3.06 Issued 47,737 7.9079 4.36 Expired (6,955 ) 29.8989 - Warrants outstanding at December 31, 2019 219,104 $ 18.7109 3.44 Warrants exercisable at December 31, 2018 178,322 $ 22.0393 3.06 Warrants exercisable at December 31, 2019 219,104 $ 18.7109 3.44 |
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 December 31, 2020: Exercise Price Warrants Outstanding Warrants Exercisable Expiration Date $ 0.0160 2,212,500 2,212,500 May 17, 2022 $ 0.0700 26,439,926 26,439,926 September 30, 2023 $ 15.000 19,000 19,000 December 30, 2023 $ 15.750 23,881 23,881 April 30, 2023 $ 27.500 800 800 December 31, 2021 $ 11.000 104,650 104,650 September 29, 2022 $ 79.300 8,595 8,595 February 28, 2021 28,809,352 29,809,352 |
Summary of Stock Option Activity | A summary of stock option activity for the fiscal year ended December 31, 2020 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2019 428,761 $ 33.798 4.98 Granted 6,750,000 0.0660 4.63 Expired (13,546 ) (65.9190 ) - Options outstanding at December 31, 2020 7,165,215 $ 1.961 4.60 Options exercisable at December 31, 2020 6,290,215 $ 2.225 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 434,499 $ 35.414 5.90 Expired (5,738 ) 156.139 - Options outstanding at December 31, 2019 428,761 $ 33.798 4.98 Options exercisable at December 31, 2018 434,499 $ 35.414 5.90 Options exercisable at December 31, 2019 428,761 $ 33.789 4.98 |
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 December 31, 2020: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.072 5,050,000 4,525,000 September 30, 2025 $ 0.054 1,700,000 1,350,000 July 31, 2025 $ 7.000 2,168 2,168 November 21, 2023 $ 11.200 31,038 31,038 April 5, 2023 $ 12.500 1,676 1,676 December 7, 2022 $ 13.500 3,400 3,400 July 28, 2022 $ 14.500 184,942 184,942 December 9, 2027 $ 14.500 10,000 10,000 December 9, 2027 $ 20.000 28,500 28,500 June 30, 2022 $ 20.000 2,500 2,500 July 26, 2022 $ 39.000 39,500 39,500 January 17, 2022 $ 45.000 722 722 September 2, 2021 $ 57.500 261 261 September 12, 2021 $ 64.025 12,923 12,923 August 18, 2022 $ 64.025 26,179 26,179 August 18, 2025 $ 73.775 52,308 52,308 March 31, 2021 $ 81.250 16,923 16,923 June 30, 2022 $ 139.750 339 339 March 14, 2024 $ 159.250 246 246 February 28, 2024 $ 195.000 949 949 July 17, 2022 $ 195.000 641 641 August 10, 2022 7,165,215 6,290,215 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 $ 7.000 2,168 2,168 November 21, 2023 $ 11.200 31,038 31,038 April 5, 2023 $ 12.500 1,676 1,676 December 7, 2022 $ 13.500 3,400 3,400 July 28, 2022 $ 14.500 184,942 184,942 December 9, 2027 $ 14.500 10,000 10,000 December 9, 2027 $ 20.000 28,500 28,500 June 30, 2022 $ 20.000 2,500 2,500 July 26, 2022 $ 39.500 39,500 39,500 January 17, 2022 $ 45.000 722 722 September 2, 2021 $ 56.875 8,969 8,969 June 30, 2020 $ 57.500 261 261 September 12, 2021 $ 64.025 2,769 2,769 August 18, 2020 $ 64.025 12,923 12,923 August 18, 2022 $ 64.025 26,179 26,179 August 18, 2025 $ 68.250 879 879 December 11, 2020 $ 73.775 52,308 52,308 March 31, 2021 $ 81.250 16,923 16,923 June 30, 2022 $ 139.750 339 339 March 14, 2024 $ 154.700 775 755 April 8, 2020 $ 159.250 246 246 February 28, 2024 $ 166.400 154 154 January 29, 2020 $ 195.000 949 949 July 17, 2022 $ 195.000 641 641 August 10, 2022 428,761 428,761 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Significant components of the Company’s deferred tax assets as of December 31, 2020 and 2019 are summarized below. December 31, 2020 2019 Capitalized research and development costs $ - $ - Research and development credits 3,017,000 3,017,000 Stock-based compensation 3,975,000 3,787,000 Stock options issued in connection with the payment of debt 202,000 202,000 Net operating loss carryforwards 20,536,000 19,982,000 Accrued compensation 155,000 586,000 Accrued interest due to related party 146,000 217,000 Other, net 8,000 8,000 Total deferred tax assets 28,039,000 27,799,000 Valuation allowance (28,039,000 ) (27,799,000 ) 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, 2020 and 2019. Years Ended December 31, 2020 2019 U. S. federal statutory tax rate (21.0 )% (21.0 )% Change in valuation allowance (1.0 )% (1.0 )% Adjustment to deferred tax asset 22.0 % 22.0 % Other - % - % Effective tax rate 0.0 % 0.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
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, 2020, aggregating $2,885,270. Employment agreement amounts included in the 2021 column represent amounts contractually due from January 1, 2021 through September 30, 2021 or in one case, September 30, 2023 when such contracts expire unless extended pursuant to the terms of the contracts. Payments Due By Year Total 2021 2022 2023 2024 2025 License agreements $ 560,370 $ 100,000 $ 115,092 $ 115,093 $ 130,185 $ 100,000 Employment agreements (1) 2,294,900 1,100,600 639,600 554,700 - - Total $ 2,855,270 $ 1,200,600 $ 754,692 $ 669,793 $ 130,185 $ 100,000 (1) The payment of certain of such amounts has been deferred indefinitely, as described above in “Employment Agreements”. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
FirstFire Note [Member] | |
Summary of Conversions of Convertible Notes | The FirstFire Note dated July 2, 2020 was paid in full by conversion as follows: Conversion Date Principal Converted Interest Converted Costs paid by the Company by conversion Conversion Price per Share Shares of Common Stock Issued January 19, 2021 $ 30,000 $ 0 $ 0 $ 0.02 1,500,000 February 4, 2021 $ 37,500 $ 0 $ 0 $ 0.02 1,875,000 February 16, 2021 $ 50,000 $ 0 $ 0 $ 0.02 2,500,000 March 3, 2021 $ 20,000 $ 6,875 $ 0 $ 0.02 1,343,750 Total $ 137,500 $ 6,875 $ 0 7,218,750 |
EMA Note [Member] | |
Summary of Conversions of Convertible Notes | The EMA Note dated July 30, 2020 was paid in full by conversion as follows: Conversion Date Principal Converted Interest Converted Costs paid by the Company by conversion Conversion Price per Share Shares of Common Stock Issued February 4, 2021 $ 19,000 $ 0 $ 1,000 $ 0.02 1,000,000 February 10, 2021 $ 19,000 $ 0 $ 1,000 $ 0.02 1,000,000 February 12, 2021 $ 19,000 $ 0 $ 1,000 $ 0.02 1,000,000 March 3, 2021 $ 18,000 $ 4,136 $ 1,000 $ 0.02 1,156,807 Total $ 75,000 $ 4,136 $ 4,000 4,156,807 |
White Lion Commitment Note [Member] | |
Summary of Conversions of Convertible Notes | On March 15, 2021, the White Lion Commitment Note was repaid in part by conversion as follows: Conversion Date Principal Converted Interest Converted Costs paid by the Company by conversion Conversion Price per Share Shares of Common Stock Issued March 15, 2021 $ 25,000 $ 0 $ 0 $ 0.02 1,250,000 |
Business (Details Narrative)
Business (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net losses | $ (4,301,211) | $ (2,115,033) | |
Negative operating cash flows | (513,001) | (487,745) | |
Stockholders' deficiency | $ 8,063,320 | $ 7,444,819 | $ 5,733,255 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reverse Stock Split | 10 for 1 reverse stock split basis which occurred on January 5, 2021 | ||
Number of stock or stock options granted | 6,750,000 | ||
Number stock options exercisable | 6,290,215 | 428,761 | 434,499 |
Stock options vested, value | $ 384,250 | ||
Stock options exercised | |||
Deemed dividends issuance of warrants | $ (1,440,214) | ||
Warrant [Member] | |||
Number of warrants issued as compensation |
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) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Risk-free interest rate | 0.00% | |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 0.00% | |
Expected life | 5 years | 0 years |
Minimum [Member] | ||
Risk-free interest rate | 0.21% | |
Expected volatility | 412.81% | |
Maximum [Member] | ||
Risk-free interest rate | 0.28% | |
Expected volatility | 426.92% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 49,307,604 | 13,553,944 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 1 | 11 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 13,333,036 | 7,017,896 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 28,809,352 | 2,191,043 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 7,165,215 | 4,344,994 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Dec. 15, 2020 | Oct. 26, 2020 | Aug. 04, 2020 | Jul. 30, 2020 | Jul. 28, 2020 | Jul. 06, 2020 | Jul. 02, 2020 | Mar. 20, 2020 | Jun. 25, 2012 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 07, 2020 | Apr. 15, 2020 | Mar. 21, 2020 | Apr. 09, 2018 | Sep. 23, 2016 | Sep. 22, 2016 | Feb. 02, 2016 | Jan. 29, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Warrants to purchase | 13,145,114 | ||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||
Warrant to purchase shares | 10,969,352 | ||||||||||||||||||||
Debt instrument maturity date | Jun. 25, 2013 | ||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ (389,902) | ||||||||||||||||||||
Stockholder's percentage | 20.00% | ||||||||||||||||||||
Interest expense | 545,675 | 404,661 | |||||||||||||||||||
Proceeds from related party debt | 59,500 | 22,751 | |||||||||||||||||||
Nine Monthly Installments [Member] | |||||||||||||||||||||
Debt periodic payments | 8,256 | ||||||||||||||||||||
Dr. Arnold S.Lippa [Member] | |||||||||||||||||||||
Warrants expiration date | Sep. 23, 2019 | Jan. 29, 2019 | |||||||||||||||||||
Interest expense | 11,329 | 10,272 | |||||||||||||||||||
Advances total | $ 50,000 | $ 25,000 | $ 52,600 | ||||||||||||||||||
Percentage of convertible notes payable | 10.00% | 10.00% | |||||||||||||||||||
Proceeds from related party debt | 65,000 | ||||||||||||||||||||
Repayment for related party | 16,036 | ||||||||||||||||||||
Dr. James S. Manuso [Member] | |||||||||||||||||||||
Warrants expiration date | Sep. 22, 2019 | Feb. 2, 2019 | |||||||||||||||||||
Interest expense | 16,988 | 15,416 | |||||||||||||||||||
Advances total | 50,000 | $ 25,000 | $ 52,600 | ||||||||||||||||||
Percentage of convertible notes payable | 10.00% | 10.00% | |||||||||||||||||||
Dr. Arnold S. Lippa and Dr. James S. Manuso [Member] | |||||||||||||||||||||
Debt face amount | 250,000 | ||||||||||||||||||||
Advances total | $ 100,000 | ||||||||||||||||||||
Closing value of common stock | 150,000 | ||||||||||||||||||||
Mr Margolis [Member] | |||||||||||||||||||||
Advances total | 5,500 | ||||||||||||||||||||
Proceeds from related party debt | 10,775 | ||||||||||||||||||||
Repayment for related party | $ 16,275 | ||||||||||||||||||||
April 2020 Note [Member] | |||||||||||||||||||||
Debt instrument maturity date | Apr. 15, 2021 | ||||||||||||||||||||
June 2020 Note [Member] | |||||||||||||||||||||
Debt instrument maturity date | Jun. 7, 2021 | ||||||||||||||||||||
Two Convertible Promissory Notes [Member] | |||||||||||||||||||||
Proceeds from loan | $ 90,000 | ||||||||||||||||||||
Legal fees | 5,000 | ||||||||||||||||||||
Diligence fees | $ 1,000 | ||||||||||||||||||||
Debt description | Bears 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 was paid in full in December 2020. | ||||||||||||||||||||
2019 Convertible Note [Member] | |||||||||||||||||||||
Debt face amount | $ 150,000 | ||||||||||||||||||||
Initial drawdown | 50,000 | ||||||||||||||||||||
Accrued interest | 2,747 | ||||||||||||||||||||
2018 Q4 and 2019 Q1 Notes [Member] | |||||||||||||||||||||
Debt face amount | $ 155,000 | $ 190,000 | |||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||
Debt instrument original issue discount | $ 82,159 | ||||||||||||||||||||
Warrant to purchase shares | 19,000 | ||||||||||||||||||||
Accrued interest | $ 17,911 | ||||||||||||||||||||
Warrant fair value | $ 146,805 | ||||||||||||||||||||
Fair value of convertible note and warrant | 336,805 | ||||||||||||||||||||
Initial value of note | $ 107,841 | ||||||||||||||||||||
Common stock exchange price per share | $ 0.034 | $ 0.015 | |||||||||||||||||||
Number of debt exchanged for shares of common stock | 1,152,740 | ||||||||||||||||||||
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 December 31, 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 19,000 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 $15.00 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 | ||||||||||||||||||||
Accrued interest | $ 7,201 | ||||||||||||||||||||
Original Convertible Notes [Member] | |||||||||||||||||||||
Debt face amount | $ 50,000 | ||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||
Accrued interest | $ 23,700 | 18,666 | $ 32,875 | ||||||||||||||||||
Common stock exchange price per share | $ 0.034 | $ 0.015 | |||||||||||||||||||
Number of debt exchanged for shares of common stock | 552,501 | ||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 104,975 | 1,225 | |||||||||||||||||||
Debt periodic payments | $ 48,700 | 43,666 | |||||||||||||||||||
Original Convertible Notes [Member] | Investor [Member] | |||||||||||||||||||||
Debt face amount | $ 579,500 | $ 579,500 | |||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||||||||||||||
Other Short-Term Notes Payable [Member] | |||||||||||||||||||||
Debt instrument interest rate | 11.00% | ||||||||||||||||||||
Short term borrowings | $ 4,608 | 4,635 | |||||||||||||||||||
Insurance premium | 70,762 | ||||||||||||||||||||
Insurance premium remaining balance | 9,215 | ||||||||||||||||||||
July 28, 2021 [Member] | |||||||||||||||||||||
Debt face amount | $ 40,000 | ||||||||||||||||||||
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 | White Lion has the right, at any time after the first 180 days after execution of the White Lion EPA, 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 White Lion beneficially owning more than 9.99% of the Company's then outstanding Common Stock. Unless an event of default has occurred, White Lion 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. White Lion 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 the Company in any public offering or private placement, subject to the terms of the Commitment Note. RespireRx may, with prior written notice to White Lion, prepay the entire outstanding principal amount under the Commitment Note at any time by making a payment to White Lion 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 | $ 3,200 | ||||||||||||||||||||
White Lion Equity Purchase Agreement [Member] | |||||||||||||||||||||
Debt face amount | $ 25,000 | 40,000 | |||||||||||||||||||
Accrued interest | 1,368 | ||||||||||||||||||||
EMA Financial, LLC [Member] | |||||||||||||||||||||
Warrants to purchase | 3,750,000 | ||||||||||||||||||||
Debt instrument original issue discount | 18,417 | ||||||||||||||||||||
Warrants expiration date | Sep. 30, 2023 | ||||||||||||||||||||
Warrants exercise price | $ 0.007 | ||||||||||||||||||||
Accrued interest | 3,164 | ||||||||||||||||||||
EMA Financial, LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Convertible note | $ 68,250 | ||||||||||||||||||||
Debt face amount | $ 75,000 | ||||||||||||||||||||
Warrants to purchase | 3,750,000 | ||||||||||||||||||||
Proceeds from loan | $ 63,750 | ||||||||||||||||||||
Legal fees | 3,500 | ||||||||||||||||||||
Diligence fees | $ 1,000 | ||||||||||||||||||||
Debt description | EMA has the right, in its discretion, at any time, to convert any outstanding and unpaid amount of the EMA Note into shares of Common Stock, provided that such conversion would not result in EMA beneficially owning more than 4.99% of RespireRx's then outstanding Common Stock. In the absence of an event of default, 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 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 EMA Note being so converted terminate, except for the right to receive Common Stock or other securities, cash or other assets as provided in the EMA Note due upon such conversion. RespireRx may, with prior written notice to EMA, prepay the outstanding principal amount under the EMA Note during the initial 180 day period 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 EMA Note. | ||||||||||||||||||||
Proceeds from debt | $ 2,500,000 | ||||||||||||||||||||
EMA Financial, LLC [Member] | Securities Purchase Agreement [Member] | October 30, 2021 [Member] | |||||||||||||||||||||
Debt face amount | $ 75,000 | ||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||
Debt instrument original issue discount | $ 6,750 | ||||||||||||||||||||
Debt interest rate description | Any amount of principal or interest that is not paid by the EMA Maturity Date would bear interest at the rate of 24% from the EMA Maturity Date to the date such amount is paid. | ||||||||||||||||||||
FirstFire Global Opportunities Fund LLC [Member] | |||||||||||||||||||||
Debt instrument original issue discount | 14,916 | ||||||||||||||||||||
Warrants expiration date | Sep. 30, 2023 | ||||||||||||||||||||
Warrants exercise price | $ 0.07 | ||||||||||||||||||||
Accrued interest | 6,856 | ||||||||||||||||||||
FirstFire Global Opportunities Fund LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Convertible note | $ 125,000 | ||||||||||||||||||||
Debt face amount | $ 137,500 | ||||||||||||||||||||
Proceeds from loan | $ 121,000 | ||||||||||||||||||||
Legal fees | $ 4,000 | ||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||
Debt instrument original issue discount | $ 12,500 | ||||||||||||||||||||
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 | FirstFire has the right, at any time, to convert any outstanding and unpaid amount of the FirstFire Note into shares of RespireRx's Common Stock or securities convertible into RespireRx's common stock, provided that such conversion would not result in FirstFire beneficially owning more than 4.99% of RespireRx's then outstanding shares of Common Stock. Subject to certain limitations and adjustments as described in the FirstFire Note, FirstFire may convert at a per share conversion price equal to $0.02 (the "FirstFire Fixed Conversion Price"), provided that upon any event of default, the conversion price will equal the lower of (i) the FirstFire Fixed Conversion Price, (ii) discount to market based upon subsequent financings with other investors, or (iii) 60% multiplied by the lowest traded price of Common Stock during the twenty-one consecutive trading day period immediately preceding the date of such conversion. Upon such conversion, all rights with respect to the portion of the FirstFire Note being so converted terminate, except for the right to receive Common Stock or other securities, cash or other assets as provided in the FirstFire Note due upon such conversion. RespireRx may, with prior written notice to FirstFire, prepay the outstanding principal amount under the FirstFire Note during the initial 180 day period after the execution of the FirstFire SPA by making a payment to FirstFire 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. | ||||||||||||||||||||
Warrant to purchase shares | 687,500 | ||||||||||||||||||||
Amortization payments | $ 30,250 | ||||||||||||||||||||
Debt instrument 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 April 2, 2021 (the "FirstFire Note Maturity Date"). | ||||||||||||||||||||
Debt conversion price | $ 0.02 | ||||||||||||||||||||
RespireRx and Power Up Lending Group Ltd [Member] | Securities Purchase Agreement [Member] | April 2020 Note [Member] | |||||||||||||||||||||
Convertible note | $ 53,000 | ||||||||||||||||||||
RespireRx and Power Up Lending Group Ltd [Member] | Securities Purchase Agreement [Member] | June 2020 Note [Member] | |||||||||||||||||||||
Convertible note | $ 43,000 | ||||||||||||||||||||
Power Up Lending Group LLC [Member] | April 2020 Note [Member] | |||||||||||||||||||||
Number of shares of common stock for conversion of convertible notes | 3,506,153 | 2,080,740 | |||||||||||||||||||
SY Corporation [Member] | |||||||||||||||||||||
Debt face amount | $ 400,000 | ||||||||||||||||||||
Interest expense | $ 48,104 | $ 47,971 | |||||||||||||||||||
SY Corporation [Member] | Won [Member] | |||||||||||||||||||||
Debt face amount | $ 465,000,000 |
Notes Payable - Schedule of Con
Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total note payable | $ 864,551 | $ 766,236 |
SY Corporation [Member] | ||
Principal amount of note payable | 399,774 | 399,774 |
Accrued interest payable | 411,384 | 363,280 |
Foreign currency transaction adjustment | 53,393 | 3,182 |
Total note payable | 864,551 | 766,236 |
2018 Q4 Notes and 2019 Q1 Notes [Member] | ||
Principal amount of note payable | 35,000 | 190,000 |
Accrued interest payable | 7,201 | 17,976 |
Total note payable | 42,201 | 207,976 |
Original Convertible Debt [Member] | ||
Principal amount of note payable | 75,000 | 125,000 |
Accrued interest payable | 64,357 | 82,060 |
Total note payable | 139,357 | 207,060 |
White Lion Equity Purchase Agreement [Member] | ||
Principal amount of note payable | 40,000 | |
Accrued interest payable | 1,368 | |
Total note payable | 41,368 | |
EMA Financial, LLC [Member] | ||
Principal amount of note payable | 75,000 | |
Unamortized portion of note discounts | (18,417) | |
Accrued interest payable | 3,164 | |
Total note payable | 59,747 | |
FirstFire Global Opportunities Fund LLC [Member] | ||
Principal amount of note payable | 137,500 | |
Unamortized portion of note discounts | (14,916) | |
Accrued interest payable | 6,856 | |
Total note payable | $ 129,440 |
Notes Payable - Schedule of C_2
Notes Payable - Schedule of Convertible Notes Outstanding (Details) - USD ($) | Jun. 25, 2012 | Dec. 31, 2020 |
Debt instrument maturity date | Jun. 25, 2013 | |
Interest rate | 12.00% | |
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 | $ 50,000 | |
Original aggregate | 50,000 | |
Cumulative amortization | 50,000 | |
Principal | ||
Accrued interest | 2,747 | |
Balance sheet carrying amount | $ 2,747 |
Settlement and Payment Agreem_2
Settlement and Payment Agreements (Details Narrative) - USD ($) | Mar. 03, 2021 | Feb. 21, 2020 | Jan. 18, 2017 | Dec. 31, 2020 | Feb. 23, 2021 |
Investment Banking Services [Member] | |||||
Accrued expenses | $ 225,000 | ||||
Sharp Clinical Services Inc [Member] | |||||
Late payment fees description | On February 21, 2020, Sharp Clinical Services, Inc. ("Sharp"), a vendor of the Company, filed a complaint against the Company 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 related to late fees, seeking $100,259 plus 1.5% interest per month on outstanding unpaid invoices. | ||||
Late payment fees | $ 103,890 | ||||
Legal settlement | 104,217 | ||||
Due to related party | $ 103,859 | ||||
Salamandra [Member] | |||||
Late payment fees description | The arbitrator granted the vendor attorneys' fees and costs of $47,937. All such amounts have been accrued as of December 31, 2020 and December 31, 2019, including accrued interest at 4.5% annually from February 26, 2018, the date of the judgment, through December 31, 2020, totaling $24,129 | ||||
Legal settlement | 24,129 | ||||
Due to related party | $ 146,082 | ||||
2014 License Agreement [Member] | |||||
Repayment of debt | $ 100,000 | ||||
Subsequent Event [Member] | Sharp and Salamandra [Member] | |||||
Due to related party | $ 320,911 | ||||
Cash at bank | $ 1,559 | ||||
Subsequent Event [Member] | Sharp Settlement Agreement [Member] | |||||
Due to related party | $ 100,000 | ||||
Periodic payments | On March 3, 2021, we executed a settlement agreement with one of the two vendors noted below (the "Sharp Settlement Agreement"). The Sharp Settlement Agreement calls for a payment schedule totaling $100,000 in ten bi-monthly installments which began on April 1, 2021 and are due every other month thereafter and permits early settlement at $75,000 if the Company pays Sharp that lower total by August 1, 2021. | ||||
First payment date | Apr. 1, 2021 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 31, 2020 | Jul. 30, 2020 | Jul. 02, 2020 | May 05, 2020 | Dec. 28, 2018 | Dec. 09, 2018 | Jan. 17, 2017 | Mar. 18, 2014 | Aug. 10, 2012 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 13, 2020 | Mar. 31, 2020 | Dec. 31, 2018 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Warrants to purchase | 13,145,114 | 13,145,114 | ||||||||||||||
Preferred stock, shares undesignated | 3,504,424.1552578 | 3,504,424.1552578 | 3,505,800 | |||||||||||||
Common stock, shares outstanding | 71,271,095 | 44,321 | 71,271,095 | 417,507 | ||||||||||||
Warrants exercised | 10,969,352 | 10,969,352 | ||||||||||||||
Number of stock or stock options granted | 6,750,000 | |||||||||||||||
Fair value per share | $ 0.0054 | $ 0.0054 | ||||||||||||||
Number of options exercisable | 6,290,215 | 6,290,215 | 428,761 | 434,499 | ||||||||||||
Sold units for aggregate cash consideration | 17,975 | |||||||||||||||
Fair value of common stock | $ 3,271,402 | |||||||||||||||
Percentage of common stock issued | 41.00% | |||||||||||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||||||||||||
Common stock, shares issued | 71,271,095 | 71,271,095 | 417,507 | |||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||
Stock-based compensation costs | $ 345,500 | |||||||||||||||
Research and Development Expenses [Member] | ||||||||||||||||
Stock-based compensation costs | $ 38,750 | $ 0 | ||||||||||||||
In-The-Money Common Stock Options [Member] | ||||||||||||||||
Fair value per share | $ 1 | $ 1 | ||||||||||||||
Number of options exercisable | 0 | 0 | ||||||||||||||
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 | 10,000,000 | 5,000,000 | 898,526 | 698,526 | 8,704,251 | |||||||||||
Stock option available for grant | 158,985,260 | 58,985,260 | 8,985,260 | |||||||||||||
Amendment increases share issuable under plan | 150,000 | |||||||||||||||
2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||
Number of shares of common stock for reserved | 8,770,576 | 8,770,576 | ||||||||||||||
In the Money Common Stock Warrants [Member] | ||||||||||||||||
Warrants to purchase | 2,212,500 | 2,212,500 | ||||||||||||||
Warrant exercise price | $ 0.029 | $ 0.029 | ||||||||||||||
Warrants intrinsic value | $ 28,763 | $ 28,763 | ||||||||||||||
Minimum [Member] | ||||||||||||||||
Warrant exercise price | $ 0.01485 | $ 0.01485 | ||||||||||||||
Minimum [Member] | 2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||
Number of stock or stock options granted | 153,846 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Warrant exercise price | $ 0.03416 | $ 0.03416 | ||||||||||||||
Maximum [Member] | 2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||
Number of stock or stock options granted | 303,846 | |||||||||||||||
Conversions of Convertible Debt [Member] | ||||||||||||||||
Number of shares of common stock for reserved | 1,870,650,077 | 1,870,650,077 | ||||||||||||||
Conversions of Convertible Debt [Member] | 2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||
Number of shares of common stock for reserved | 13,333,036 | 13,333,036 | ||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock, shares authorized | 37,500 | 37,500 | 37,500 | |||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
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 | 0.00030 | 0.00030 | 0.00030 | |||||||||||||
Debt conversion price | $ 22,083.75 | $ 22,083.75 | $ 22,083.75 | |||||||||||||
Preferred stock, liquidation preference value | $ 25,001 | $ 25,001 | $ 25,001 | |||||||||||||
Preferred stock, liquidation preference, per share | $ 0.6667 | $ 0.6667 | $ 0.6667 | |||||||||||||
Number of shares of common stock for reserved | 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 | 1 | |||||||||||||||
Series A Junior Participating Preferred Stock [Member] | ||||||||||||||||
Preferred stock, shares authorized | 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 | |||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||
Preferred stock, shares authorized | 1,200 | |||||||||||||||
Series H 2% Voting Non-Participating Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock, shares authorized | 3,000 | |||||||||||||||
Preferred stock, shares issued | 1,624.1552578 | |||||||||||||||
Number of shares of common stock for conversion of convertible notes | 25,377,426 | |||||||||||||||
Warrants to purchase | 25,377,426 | |||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||
9% Cumulative Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock, shares authorized | 1,250,000 | 1,250,000 | 1,250,000 | |||||||||||||
Warrants [Member] | ||||||||||||||||
Warrants to purchase | 25,377,426 | 375,000 | 687,500 | |||||||||||||
Number of shares of common stock for reserved | 68,777,142 | 68,777,142 | ||||||||||||||
Warrant exercise price | $ 0.07 | $ 0.07 | $ 0.07 | |||||||||||||
Warrants exercisable date | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |||||||||||||
Fair value of warrant | $ 1,440,214 | |||||||||||||||
Warrant exercises | 28,809,352 | 28,809,352 | ||||||||||||||
Warrants [Member] | 2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||
Number of shares of common stock for reserved | 28,809,352 | 28,809,352 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Number of shares of common stock for conversion of convertible notes | 26,291,373 | |||||||||||||||
Number of shares of common stock for reserved | 1,801,872,935 | 1,801,872,935 | ||||||||||||||
Number of stock or stock options granted | 6,750,000 | |||||||||||||||
Common Stock [Member] | 2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||
Number of shares of common stock for reserved | 53,464,642 | 53,464,642 | ||||||||||||||
Exercise of Common Stock [Member] | 2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||
Number of shares of common stock for reserved | 7,165,215 | 7,165,215 | ||||||||||||||
Conversions Exercises and Contingent Share [Member] | 2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||
Number of shares of common stock for reserved | 15,312,500 | 15,312,500 | ||||||||||||||
Pier Contingent Share [Member] | 2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||||
Number of shares of common stock for reserved | 649 | 649 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Number of Warrants, Outstanding, Beginning balance | 219,104 | 178,322 | |
Number of Warrants, Issued | 39,585,040 | 47,737 | |
Number of Warrants, Expired | (25,434) | (6,955) | |
Number of Warrants, Exercised | (10,969,352) | ||
Number of Warrants, Outstanding, Ending balance | 28,809,352 | 219,104 | 178,322 |
Number of Warrants, Outstanding, Exercisable Ending balance | 28,809,352 | 219,104 | 178,322 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 18.7109 | $ 22.0393 | |
Weighted Average Exercise Price, Issued | 0.0521 | 7.9079 | |
Weighted Average Exercise Price, Expired | 2.9899 | 29.8989 | |
Weighted Average Exercise Price, Exercised | 0.0161 | ||
Weighted Average Exercise Price, Outstanding, Ending balance | 0.1528 | 18.7109 | $ 22.0393 |
Weighted Average Exercise Price, Exercisable, Ending | $ 0.1528 | $ 18.7109 | $ 22.0393 |
Weighted Average Remaining Contractual Life (in Years), Outstanding, Beginning | 3 years 5 months 9 days | 3 years 22 days | |
Weighted Average Remaining Contractual Life (in Years), Outstanding, Issued | 2 years 10 months 21 days | 4 years 4 months 9 days | |
Weighted Average Remaining Contractual Life (in Years), Outstanding, Ending | 2 years 7 months 21 days | 3 years 5 months 9 days | |
Weighted Average Remaining Contractual Life (in Years), Exercisable | 2 years 7 months 21 days | 3 years 5 months 9 days | 3 years 5 months 9 days |
Stockholders' Deficiency - Sc_2
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable (Details) - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 30, 2020 | Jul. 02, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Warrants, Outstanding (Shares) | 28,809,352 | 219,104 | 178,322 | |||
Warrants [Member] | ||||||
Warrants, Exercise Price | $ 0.07 | $ 0.07 | $ 0.07 | |||
Warrants, Outstanding (Shares) | 28,809,352 | |||||
Warrants, Exercisable (Shares) | 28,809,352 | |||||
Exercise Price Range One [Member] | Warrants [Member] | ||||||
Warrants, Exercise Price | $ 0.0160 | |||||
Warrants, Outstanding (Shares) | 2,212,500 | |||||
Warrants, Exercisable (Shares) | 2,212,500 | |||||
Warrants, Expiration Date | May 17, 2022 | |||||
Exercise Price Range Two [Member] | Warrants [Member] | ||||||
Warrants, Exercise Price | $ 0.070 | |||||
Warrants, Outstanding (Shares) | 26,439,926 | |||||
Warrants, Exercisable (Shares) | 26,439,926 | |||||
Warrants, Expiration Date | Sep. 30, 2023 | |||||
Exercise Price Range Three [Member] | Warrants [Member] | ||||||
Warrants, Exercise Price | $ 15 | |||||
Warrants, Outstanding (Shares) | 19,000 | |||||
Warrants, Exercisable (Shares) | 19,000 | |||||
Warrants, Expiration Date | Dec. 30, 2023 | |||||
Exercise Price Range Four [Member] | Warrants [Member] | ||||||
Warrants, Exercise Price | $ 15.750 | |||||
Warrants, Outstanding (Shares) | 23,881 | |||||
Warrants, Exercisable (Shares) | 23,881 | |||||
Warrants, Expiration Date | Apr. 30, 2023 | |||||
Exercise Price Range Five [Member] | Warrants [Member] | ||||||
Warrants, Exercise Price | $ 27.500 | |||||
Warrants, Outstanding (Shares) | 800 | |||||
Warrants, Exercisable (Shares) | 800 | |||||
Warrants, Expiration Date | Dec. 31, 2021 | |||||
Exercise Price Range Six [Member] | Warrants [Member] | ||||||
Warrants, Exercise Price | $ 11 | |||||
Warrants, Outstanding (Shares) | 104,650 | |||||
Warrants, Exercisable (Shares) | 104,650 | |||||
Warrants, Expiration Date | Sep. 29, 2022 | |||||
Exercise Price Range Seven [Member] | Warrants [Member] | ||||||
Warrants, Exercise Price | $ 79.300 | |||||
Warrants, Outstanding (Shares) | 8,595 | |||||
Warrants, Exercisable (Shares) | 8,595 | |||||
Warrants, Expiration Date | Feb. 28, 2021 |
Stockholders' Deficiency - Summ
Stockholders' Deficiency - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Number of shares, Options outstanding, beginning balance | 428,761 | 434,499 | |
Number of shares, Options Granted | 6,750,000 | ||
Number of shares, Options Expired | (13,546) | (5,738) | |
Number of shares, Options outstanding, ending balance | 7,165,215 | 428,761 | 434,499 |
Number of shares, Options exercisable ending balance | 6,290,215 | 428,761 | 434,499 |
Weighted Average Exercise Price, Options outstanding, beginning balance | $ 33.798 | $ 35.414 | |
Weighted Average Exercise Price, Options Granted | 0.0660 | ||
Weighted Average Exercise Price, Options Expired | (65.9190) | (156.139) | |
Weighted Average Exercise Price, Options outstanding, ending balance | 1.961 | 33.798 | $ 35.414 |
Weighted Average Exercise Price, Options exercisable ending balance | $ 2.225 | $ 33.789 | $ 35.414 |
Weighted Average Remaining Contractual Life (in Years), Options outstanding, beginning balance | 4 years 11 months 23 days | 5 years 10 months 25 days | |
Weighted Average Remaining Contractual Life (in Years), Options outstanding, Granted | 4 years 7 months 17 days | ||
Weighted Average Remaining Contractual Life (in Years), Options outstanding, ending balance | 4 years 7 months 6 days | 4 years 11 months 23 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_3
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Options Outstanding (Shares) | 7,165,215 | 428,761 |
Options Exercisable (Shares) | 6,290,215 | 428,761 |
Stock Option One [Member] | ||
Options Exercise Price | $ 0.072 | $ 7 |
Options Outstanding (Shares) | 5,050,000 | 2,168 |
Options Exercisable (Shares) | 4,525,000 | 2,168 |
Options, Expiration Date | Sep. 30, 2025 | Nov. 21, 2023 |
Stock Option Two [Member] | ||
Options Exercise Price | $ 0.054 | $ 11.200 |
Options Outstanding (Shares) | 1,700,000 | 31,038 |
Options Exercisable (Shares) | 1,350,000 | 31,038 |
Options, Expiration Date | Jul. 31, 2025 | Apr. 5, 2023 |
Stock Option Three [Member] | ||
Options Exercise Price | $ 7 | $ 12.500 |
Options Outstanding (Shares) | 2,168 | 1,676 |
Options Exercisable (Shares) | 2,168 | 1,676 |
Options, Expiration Date | Nov. 21, 2023 | Dec. 7, 2022 |
Stock Option Four [Member] | ||
Options Exercise Price | $ 11.200 | $ 13.500 |
Options Outstanding (Shares) | 31,038 | 3,400 |
Options Exercisable (Shares) | 31,038 | 3,400 |
Options, Expiration Date | Apr. 5, 2023 | Jul. 28, 2022 |
Stock Option Five [Member] | ||
Options Exercise Price | $ 12.500 | $ 14.500 |
Options Outstanding (Shares) | 1,676 | 184,942 |
Options Exercisable (Shares) | 1,676 | 184,942 |
Options, Expiration Date | Dec. 7, 2022 | Dec. 9, 2027 |
Stock Option Six [Member] | ||
Options Exercise Price | $ 3.500 | $ 14.500 |
Options Outstanding (Shares) | 3,400 | 10,000 |
Options Exercisable (Shares) | 3,400 | 10,000 |
Options, Expiration Date | Jul. 28, 2022 | Dec. 9, 2027 |
Stock Option Seven [Member] | ||
Options Exercise Price | $ 14.500 | $ 20 |
Options Outstanding (Shares) | 184,942 | 28,500 |
Options Exercisable (Shares) | 184,942 | 28,500 |
Options, Expiration Date | Dec. 9, 2027 | Jun. 30, 2022 |
Stock Option Eight [Member] | ||
Options Exercise Price | $ 14.500 | $ 20 |
Options Outstanding (Shares) | 10,000 | 2,500 |
Options Exercisable (Shares) | 10,000 | 2,500 |
Options, Expiration Date | Dec. 9, 2027 | Jul. 26, 2022 |
Stock Option Nine [Member] | ||
Options Exercise Price | $ 20 | $ 39.500 |
Options Outstanding (Shares) | 28,500 | 39,500 |
Options Exercisable (Shares) | 28,500 | 39,500 |
Options, Expiration Date | Jun. 30, 2022 | Jan. 17, 2022 |
Stock Option Ten [Member] | ||
Options Exercise Price | $ 20 | $ 45 |
Options Outstanding (Shares) | 2,500 | 722 |
Options Exercisable (Shares) | 2,500 | 722 |
Options, Expiration Date | Jul. 26, 2022 | Sep. 2, 2021 |
Stock Option Eleven [Member] | ||
Options Exercise Price | $ 39 | $ 56.875 |
Options Outstanding (Shares) | 39,500 | 8,969 |
Options Exercisable (Shares) | 39,500 | 8,969 |
Options, Expiration Date | Jan. 17, 2022 | Jun. 30, 2020 |
Stock Option Twelve[Member] | ||
Options Exercise Price | $ 45 | $ 57.500 |
Options Outstanding (Shares) | 722 | 261 |
Options Exercisable (Shares) | 722 | 261 |
Options, Expiration Date | Sep. 2, 2021 | Sep. 12, 2021 |
Stock Option Thirteen [Member] | ||
Options Exercise Price | $ 57.500 | $ 64.025 |
Options Outstanding (Shares) | 261 | 2,769 |
Options Exercisable (Shares) | 261 | 2,769 |
Options, Expiration Date | Sep. 12, 2021 | Aug. 18, 2020 |
Stock Option Fourteen [Member] | ||
Options Exercise Price | $ 64.025 | $ 64.025 |
Options Outstanding (Shares) | 12,923 | 12,923 |
Options Exercisable (Shares) | 12,923 | 12,923 |
Options, Expiration Date | Aug. 18, 2022 | Aug. 18, 2022 |
Stock Option Fifteen [Member] | ||
Options Exercise Price | $ 64.025 | $ 64.025 |
Options Outstanding (Shares) | 26,179 | 26,179 |
Options Exercisable (Shares) | 26,179 | 26,179 |
Options, Expiration Date | Aug. 18, 2025 | Aug. 18, 2025 |
Stock Option Sixteen [Member] | ||
Options Exercise Price | $ 73.775 | $ 68.250 |
Options Outstanding (Shares) | 52,308 | 879 |
Options Exercisable (Shares) | 52,308 | 879 |
Options, Expiration Date | Mar. 31, 2021 | Dec. 11, 2020 |
Stock Option Seventeen [Member] | ||
Options Exercise Price | $ 81.250 | $ 73.775 |
Options Outstanding (Shares) | 16,923 | 52,308 |
Options Exercisable (Shares) | 16,923 | 52,308 |
Options, Expiration Date | Jun. 30, 2022 | Mar. 31, 2021 |
Stock Option Eighteen [Member] | ||
Options Exercise Price | $ 139.750 | $ 81.250 |
Options Outstanding (Shares) | 339 | 16,923 |
Options Exercisable (Shares) | 339 | 16,923 |
Options, Expiration Date | Mar. 14, 2024 | Jun. 30, 2022 |
Stock Option Nineteen [Member] | ||
Options Exercise Price | $ 159.250 | $ 139.750 |
Options Outstanding (Shares) | 246 | 339 |
Options Exercisable (Shares) | 246 | 339 |
Options, Expiration Date | Feb. 28, 2024 | Mar. 14, 2024 |
Stock Option Twenty [Member] | ||
Options Exercise Price | $ 195 | $ 154.700 |
Options Outstanding (Shares) | 949 | 775 |
Options Exercisable (Shares) | 949 | 775 |
Options, Expiration Date | Jul. 17, 2022 | Apr. 8, 2020 |
Stock Option Twenty One [Member] | ||
Options Exercise Price | $ 195 | $ 159.250 |
Options Outstanding (Shares) | 641 | 246 |
Options Exercisable (Shares) | 641 | 246 |
Options, Expiration Date | Aug. 10, 2022 | Feb. 28, 2024 |
Stock Option Twenty Two [Member] | ||
Options Exercise Price | $ 166.400 | |
Options Outstanding (Shares) | 154 | |
Options Exercisable (Shares) | 154 | |
Options, Expiration Date | Jan. 29, 2020 | |
Stock Option Twenty Three [Member] | ||
Options Exercise Price | $ 195 | |
Options Outstanding (Shares) | 949 | |
Options Exercisable (Shares) | 949 | |
Options, Expiration Date | Jul. 17, 2022 | |
Stock Option Twenty Four [Member] | ||
Options Exercise Price | $ 195 | |
Options Outstanding (Shares) | 641 | |
Options Exercisable (Shares) | 641 | |
Options, Expiration Date | Aug. 10, 2022 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
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 | 24,579,000 |
Federal Tax [Member] | |
Operating loss carryforwards | $ 104,166,000 |
Net operating loss carryforwards expiration term | Expire at various dates from 2021 through 2040 |
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 2021 through 2032 |
State Tax [Member] | |
Operating loss carryforwards | $ 44,252,000 |
Net operating loss carryforwards expiration term | Expire at various dates from 2021 through 2029 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Capitalized research and development costs | ||
Research and development credits | 3,017,000 | 3,017,000 |
Stock-based compensation | 3,975,000 | 3,787,000 |
Stock options issued in connection with the payment of debt | 202,000 | 202,000 |
Net operating loss carryforwards | 20,536,000 | 19,982,000 |
Accrued compensation | 155,000 | 586,000 |
Accrued interest due to related party | 146,000 | 217,000 |
Other, net | 8,000 | 8,000 |
Total deferred tax assets | 28,039,000 | 27,799,000 |
Valuation allowance | (28,039,000) | (27,799,000) |
Net deferred tax assets |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Rate Federal Statutory Rate and Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U. S. federal statutory tax rate | (21.00%) | (21.00%) |
Change in valuation allowance | (1.00%) | (1.00%) |
Adjustment to deferred tax asset | 22.00% | 22.00% |
Other | 0.00% | 0.00% |
Effective tax rate | 0.00% | 0.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 31, 2020 | Jul. 13, 2020 | May 06, 2020 | Mar. 22, 2020 | Aug. 18, 2015 | Oct. 15, 2014 | Jun. 27, 2014 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Mar. 30, 2011 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2020 |
Contract with customer description | The Company entered into a consulting contract with David Dickason effective September 15, 2020 pursuant to which Mr. Dickason was appointed to and serves as the Company’s Senior Vice President of Pre-Clinical Product Development on an at-will basis at the rate of $250 per hour. | ||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Principal cash obligations and commitments | $ 2,885,270 | $ 2,885,270 | $ 2,885,270 | ||||||||||||||
Common Stock [Member] | |||||||||||||||||
Number of shares of common stock for conversion of convertible notes | 26,291,373 | ||||||||||||||||
Mr. Jones [Member] | |||||||||||||||||
Guaranteed bonus | $ 200,000 | ||||||||||||||||
Mr. Jones [Member] | Accrued and Payable [Member] | |||||||||||||||||
Guaranteed bonus | $ 200,000 | ||||||||||||||||
Mr. Jones [Member] | Subsequent Event [Member] | |||||||||||||||||
Guaranteed bonus | $ 200,000 | ||||||||||||||||
Mr. Jones [Member] | Subsequent Event [Member] | Each Six Months Thereafter [Member] | |||||||||||||||||
Guaranteed bonus | $ 150,000 | ||||||||||||||||
Dr. Arnold S.Lippa [Member] | |||||||||||||||||
Cash compensation expense | $ 339,600 | $ 339,600 | |||||||||||||||
Base salary | $ 300,000 | ||||||||||||||||
Accrued discretion | $ 153,000 | ||||||||||||||||
Stock option available for grant | 4,500,000 | ||||||||||||||||
Health plan for employees expense | $ 1,200 | ||||||||||||||||
Compensation and related benefits | $ 100,000 | $ 600,000 | $ 853,000 | $ 100,000 | |||||||||||||
Number of exchange for accrued board of directors and other fees owed, shares | 100 | ||||||||||||||||
Percentage of annual bonus from base salary | 50.00% | ||||||||||||||||
Maximum health coverage amount per month | $ 1,000 | ||||||||||||||||
Dr. Arnold S.Lippa [Member] | Post Reverse Stock-Split [Member] | |||||||||||||||||
Stock option available for grant | 450,000 | ||||||||||||||||
Common stock, par value | $ 2.6333333 | $ 2.6333333 | |||||||||||||||
Number of exchange for accrued board of directors and other fees owed, shares | 600 | ||||||||||||||||
Dr. Arnold S.Lippa [Member] | Post Reverse Stock-Split [Member] | Series H Preferred Stock [Member] | |||||||||||||||||
Stock option available for grant | 109,786,458 | 109,786,458 | |||||||||||||||
Preferred stock, shares outstanding | 109,786,458 | 109,786,458 | |||||||||||||||
Dr. Arnold S.Lippa [Member] | Post Reverse Stock-Split [Member] | Series H Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||
Stock option available for grant | 10,978,645 | 10,978,645 | |||||||||||||||
Dr. Arnold S.Lippa [Member] | Post Reverse Stock-Split [Member] | Series H Preferred Stock [Member] | Warrant [Member] | |||||||||||||||||
Stock option available for grant | 10,978,645 | 10,978,645 | |||||||||||||||
Mr Margolis [Member] | |||||||||||||||||
Base salary | 300,000 | ||||||||||||||||
Accrued discretion | $ 153,000 | ||||||||||||||||
Stock option available for grant | 4,500,000 | ||||||||||||||||
Health plan for employees expense | 1,200 | ||||||||||||||||
Compensation and related benefits | $ 150,000 | $ 803,000 | $ 803,000 | $ 150,000 | |||||||||||||
Number of exchange for accrued board of directors and other fees owed, shares | 150 | ||||||||||||||||
Maximum health coverage amount per month | $ 1,000 | ||||||||||||||||
Mr Margolis [Member] | Post Reverse Stock-Split [Member] | |||||||||||||||||
Stock option available for grant | 450,000 | ||||||||||||||||
Common stock, par value | $ 2.194444 | $ 2.194444 | |||||||||||||||
Number of exchange for accrued board of directors and other fees owed, shares | 500 | ||||||||||||||||
Mr Margolis [Member] | Post Reverse Stock-Split [Member] | Series H Preferred Stock [Member] | |||||||||||||||||
Stock option available for grant | 101,905,382 | 101,905,382 | |||||||||||||||
Mr Margolis [Member] | Post Reverse Stock-Split [Member] | Series H Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||
Stock option available for grant | 101,905,382 | 101,905,382 | |||||||||||||||
Mr Margolis [Member] | Post Reverse Stock-Split [Member] | Series H Preferred Stock [Member] | Warrant [Member] | |||||||||||||||||
Stock option available for grant | 10,190,538 | 10,190,538 | |||||||||||||||
Mr Margolis [Member] | Post Reverse Stock-Split [Member] | Series H Preferred Stock [Member] | Common Stock and Warrant [Member] | |||||||||||||||||
Stock option available for grant | 10,190,538 | 10,190,538 | |||||||||||||||
Dr. Lippa and Mr. Margolis [Member] | |||||||||||||||||
Net proceeds from offering cost | 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 | 112,500 | 150,000 | |||||||||||||||
Employment Agreements [Member] | |||||||||||||||||
Base salary | $ 300,000 | ||||||||||||||||
Employment Agreements [Member] | Subsequent Event [Member] | |||||||||||||||||
Accrued discretion | $ 10,000,000 | ||||||||||||||||
Employment Agreements [Member] | Maximum [Member] | |||||||||||||||||
Accrued discretion | $ 2,500,000 | $ 2,500,000 | |||||||||||||||
Employment Agreements [Member] | Mr. Jones [Member] | |||||||||||||||||
Base salary | 300,000 | ||||||||||||||||
Accrued discretion | $ 10,000,000 | ||||||||||||||||
Stock option available for grant | 16,000,000 | 1,000,000 | |||||||||||||||
Stock after reverse stock split | 100,000 | ||||||||||||||||
Health plan for employees expense | $ 1,200 | ||||||||||||||||
Life insurance basis | 1,000 | ||||||||||||||||
Common stock expiring date | Jul. 31, 2025 | ||||||||||||||||
Common stock, par value | $ 0.0072 | ||||||||||||||||
Vested percentage immediately | 25.00% | 25.00% | |||||||||||||||
Compensation and related benefits | $ 436,059 | 436,059 | 436,059 | ||||||||||||||
Cash | 16,073 | 16,073 | $ 16,073 | ||||||||||||||
Employment Agreements [Member] | Mr. Jones [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares of common stock for conversion of convertible notes | 4,409,063 | ||||||||||||||||
Employment Agreements [Member] | Mr. Jones [Member] | Warrant [Member] | |||||||||||||||||
Number of shares of common stock for conversion of convertible notes | 4,409,063 | ||||||||||||||||
Employment Agreements [Member] | Mr. Jones [Member] | Series H Preferred Stock [Member] | |||||||||||||||||
Accrued obligation | $ 28,218 | $ 28,218 | $ 28,218 | ||||||||||||||
Number of exchange for accrued board of directors and other fees owed | $ 28,218 | ||||||||||||||||
Number of exchange for accrued board of directors and other fees owed, shares | 28,218 | ||||||||||||||||
Employment Agreements [Member] | Mr. Jones [Member] | Annual Automobile Allowance [Member] | |||||||||||||||||
Health plan for employees expense | $ 12,000 | ||||||||||||||||
Employment Agreements [Member] | Mr. Jones [Member] | After the Reverse Stock-Split [Member] | |||||||||||||||||
Stock option available for grant | 1,600,000 | ||||||||||||||||
Common stock, par value | $ 0.072 | ||||||||||||||||
Employment Agreements [Member] | Mr. Jones [Member] | Post Reverse Stock-Split [Member] | |||||||||||||||||
Vested percentage immediately | 25.00% | ||||||||||||||||
Employment Agreements [Member] | Mr. Jones [Member] | Reverse Stock-Split [Member] | Common Stock and Warrant [Member] | |||||||||||||||||
Number of shares of common stock for conversion of convertible notes | 440,906 | ||||||||||||||||
Employment Agreements [Member] | Mr. Jones [Member] | Subsequent Event [Member] | |||||||||||||||||
Base salary | 375,000 | ||||||||||||||||
Base salary increased | $ 300,000 | ||||||||||||||||
Vested percentage immediately | 25.00% | ||||||||||||||||
Recurring Cash Compensation Accrued Pursuant Amended Agreement [Member] | |||||||||||||||||
Cash compensation expense | $ 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% | ||||||||||||||||
Percentage of payment on sub licensee revenue | 12.50% | ||||||||||||||||
Minimum annual royalty payment amount | $ 100,000 | ||||||||||||||||
Royalty due date | Apr. 19, 2021 | ||||||||||||||||
Royalty paid date | Apr. 1, 2021 | ||||||||||||||||
Minimum annual royalty increase | $ 150,000 | ||||||||||||||||
Charge to operations with royalty obligation | 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 | ||||||||||||||||
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 | ||||||||||||||||
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 | ||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Maximum [Member] | First Sale of Product [Member] | |||||||||||||||||
Minimum annual royalty payment amount | 200,000 | ||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Maximum [Member] | First Commercial Sale of Product [Member] | |||||||||||||||||
Minimum annual royalty payment amount | $ 250,000 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Principal Cash Obligations and Commitments (Details) | Dec. 31, 2020USD ($) | |
2021 | $ 1,200,600 | |
2022 | 754,692 | |
2023 | 669,793 | |
2024 | 130,185 | |
2025 | 100,000 | |
Total | 2,855,270 | |
License Agreements [Member] | ||
2021 | 100,000 | |
2022 | 115,092 | |
2023 | 115,093 | |
2024 | 130,185 | |
2025 | 100,000 | |
Total | 560,370 | |
Employment Agreements [Member] | ||
2021 | 1,100,600 | [1] |
2022 | 639,600 | [1] |
2023 | 554,700 | [1] |
2024 | [1] | |
2025 | [1] | |
Total | $ 2,294,900 | [1] |
[1] | The payment of certain of such amounts has been deferred indefinitely, as described above in "Employment Agreements". |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 02, 2021 | Mar. 31, 2021 | Feb. 19, 2021 | Feb. 17, 2021 | Jan. 05, 2021 | Jun. 25, 2012 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 03, 2021 | Feb. 16, 2021 | Feb. 12, 2021 | Feb. 10, 2021 | Feb. 04, 2021 | Jan. 19, 2021 |
Reverse stock split | 10 for 1 reverse stock split basis which occurred on January 5, 2021 | |||||||||||||
Proceeds from Issuance of Common Stock | $ 162,886 | |||||||||||||
Debt instrument percentage | 12.00% | |||||||||||||
Debt Instrument, Maturity Date | Jun. 25, 2013 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Reverse stock split | a ten to one (10:1) reverse stock split of its Common Stock | |||||||||||||
Subsequent Event [Member] | FirstFire Note [Member] | ||||||||||||||
Debt conversion price | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | ||||||||||
Subsequent Event [Member] | EMA Note [Member] | ||||||||||||||
Debt conversion price | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | FirstFire Note [Member] | ||||||||||||||
Business Combination, Consideration | $ 100,000 | |||||||||||||
Debt instument face amount | 112,000 | |||||||||||||
Unamortized Discount | $ 12,000 | |||||||||||||
Common stock commitment shares | 2,000,000 | |||||||||||||
Consideration received from acquisition | $ 97,500 | |||||||||||||
Legal fees | $ 2,500 | |||||||||||||
Debt instrument percentage | 10.00% | |||||||||||||
Common Stock Shares Reserves | 18,060,000 | |||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | EMA Note [Member] | ||||||||||||||
Business Combination, Consideration | $ 100,000 | |||||||||||||
Debt instument face amount | 112,500 | |||||||||||||
Unamortized Discount | $ 12,500 | |||||||||||||
Common stock commitment shares | 2,400,000 | |||||||||||||
Consideration received from acquisition | $ 96,750 | |||||||||||||
Legal fees | 2,750 | |||||||||||||
Debt instrument percentage | 10.00% | |||||||||||||
Common Stock Shares Reserves | 26,602,500 | |||||||||||||
Warrants exercise price | $ 0.02 | |||||||||||||
Diligence fees | $ 500 | |||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2022 | |||||||||||||
Debt conversion price | $ 0.02 | |||||||||||||
Subsequent Event [Member] | White Lion Capital, LLC [Member] | ||||||||||||||
Common stock issued | 3,600,000 | |||||||||||||
Closing cost | $ 2,070 | |||||||||||||
Proceeds from Issuance of Common Stock | $ 115,229 | |||||||||||||
Sale of stock | 11,500,000 | |||||||||||||
Sale of stock description | The total of all shares sold pursuant to purchase notices (including three purchase notices in the fiscal year ended December 31, 2020 and the one February 19, 2021 purchase notice is 11,500,000 which is all of the shares registered and offered for sale is the registration statement on Form S-1 that became effective on October 29, 2020. There are no shares available for sale under that registration statement. In order for the Company to issue additional purchase notices to White Lion, the Company would either have to file a new registration statement or amend the current registration statement covering shares representing any remaining amounts available under the White Lion EPA, or up to $1,711,581. |
Subsequent Events - Summary of
Subsequent Events - Summary of Conversions of Convertible Notes (Details) - USD ($) | Mar. 15, 2021 | Mar. 03, 2021 | Feb. 16, 2021 | Feb. 12, 2021 | Feb. 10, 2021 | Feb. 04, 2021 | Jan. 19, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Principal Converted | $ 44,451 | |||||||||
Subsequent Event [Member] | FirstFire Note [Member] | ||||||||||
Principal Converted | $ 20,000 | $ 50,000 | $ 37,500 | $ 30,000 | $ 137,500 | |||||
Interest Converted | 6,875 | 0 | 0 | 0 | 6,875 | |||||
Costs paid by the Company by conversion | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Conversion Price per Share | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | ||||||
Shares of Common Stock Issued | 1,343,750 | 2,500,000 | 1,875,000 | 1,500,000 | 7,218,750 | |||||
Subsequent Event [Member] | EMA Note [Member] | ||||||||||
Principal Converted | $ 18,000 | $ 19,000 | $ 19,000 | $ 19,000 | $ 75,000 | |||||
Interest Converted | 4,136 | 0 | 0 | 0 | 4,136 | |||||
Costs paid by the Company by conversion | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 4,000 | |||||
Conversion Price per Share | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | ||||||
Shares of Common Stock Issued | 1,156,807 | 1,000,000 | 1,000,000 | 1,000,000 | 4,156,807 | |||||
Subsequent Event [Member] | White Lion Commitment Note [Member] | ||||||||||
Principal Converted | $ 25,000 | |||||||||
Interest Converted | 0 | |||||||||
Costs paid by the Company by conversion | $ 0 | |||||||||
Conversion Price per Share | $ 0.02 | |||||||||
Shares of Common Stock Issued | 1,250,000 |