Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 20, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Oncotelic Therapeutics, Inc. | |
Entity Central Index Key | 0000908259 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 369,696,959 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 830,719 | $ 474,019 |
Restricted cash | 20,000 | 20,000 |
Accounts receivable | 19,748 | 19,748 |
Prepaid & other current assets | 84,707 | 101,869 |
Total current assets | 955,174 | 615,636 |
Development equipment, net of depreciation of 73,823 and $101,810 | 7,610 | 10,148 |
Intangibles, net of accumulated amortization of $98,449 and $136,974 | 860,365 | 873,206 |
In process R&D, net of accumulated amortization of $275,440 and $275,440 | 1,101,760 | 1,101,760 |
Goodwill | 21,062,453 | 21,062,455 |
Total assets | 23,987,362 | 23,663,205 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 3,594,260 | 2,735,805 |
Accounts payable to related party | 365,323 | 391,631 |
Contingent Consideration | 2,625,000 | 2,625,000 |
Derivative liability on Notes | 1,168,784 | 777,024 |
Convertible debt for clinical trial | 2,030,356 | 2,000,000 |
Convertible debt, net of costs | 958,882 | 1,091,612 |
Convertible debt, related party, net of costs | 425,181 | 297,989 |
Private placement convertible debt, net of costs | 1,520,720 | 943,586 |
Private placement convertible debt, related party, net of costs | 85,664 | 67,992 |
Payroll Protection Plan loan | 252,349 | 251,733 |
Total current liabilities | 13,026,519 | 11,182,372 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Convertible Preferred stock, $0.01 par value, 15,000,000 shares authorized; 0 and 278,188 shares issued and outstanding | 2,782 | |
Common stock, $.01 par value; 750,000,000 and 150,000,000 shares authorized; 369,446,959 and 90,601,912 issued and outstanding, respectively | 3,694,469 | 906,019 |
Additional paid-in capital | 30,690,013 | 32,493,086 |
Accumulated deficit | (24,433,088) | (21,630,008) |
Total Oncotelic Therapeutics, Inc. stockholders' equity | 9,951,394 | 11,771,879 |
Non-controlling interests | 1,009,449 | 708,954 |
Total stockholders' equity | 10,960,843 | 12,480,833 |
Total liabilities and stockholders' equity | $ 23,987,362 | $ 23,663,205 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Depreciation of development equipment | $ 73,823 | $ 101,810 |
Amortization of intangible assets | $ 98,449 | $ 136,974 |
Convertible Preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Convertible Preferred stock, shares issued | 0 | 278,188 |
Convertible Preferred stock, shares outstanding | 0 | 278,188 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 750,000,000 | 150,000,000 |
Common stock, shares issued | 369,446,959 | 90,601,912 |
Common stock, shares outstanding | 369,446,959 | 90,601,912 |
In Process Research and Development [Member] | ||
Amortization of intangible assets | $ 275,440 | $ 275,440 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Service Revenue | $ 340,855 | |
Operating expenses: | ||
Research and development | 1,556,673 | 311,999 |
General and administrative | 481,209 | 2,677,503 |
Total operating expenses | 2,037,882 | 2,989,502 |
Loss from operations | (2,037,882) | (2,648,647) |
Other expense: | ||
Interest expense, net | (520,906) | (1,148,351) |
Change in fair value of derivative on debt | (536,345) | (736,298) |
Loss on debt conversion | (27,504) | (124,598) |
Total other expense | (1,084,755) | (2,009,247) |
Net loss before non-controlling interests | (3,122,637) | (4,657,894) |
Net loss attributable to non-controlling interests | (319,557) | |
Net loss attributable to Oncotelic Therapeutics, Inc. | $ (2,803,080) | $ (4,657,894) |
Basic and diluted net loss per share attributable to common stock | $ (0.03) | $ (0.05) |
Basic and diluted weighted average common stock outstanding | 94,193,348 | 84,917,073 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Non-Controlling Interest [Member] | Total |
Balance at Dec. 31, 2019 | $ 2,782 | $ 840,700 | $ 28,185,599 | $ (12,127,406) | $ 16,901,675 | |
Balance, shares at Dec. 31, 2019 | 278,188 | 84,069,967 | ||||
Stock-based compensation | 2,147,591 | 2,147,591 | ||||
Common shares issued upon conversion of debt | $ 39,621 | 681,443 | 721,064 | |||
Common shares issued upon conversion of debt, shares | 3,962,145 | |||||
Net loss | (4,657,894) | (4,657,894) | ||||
Balance at Mar. 31, 2020 | $ 2,782 | $ 880,321 | 31,014,633 | (16,785,300) | 15,112,436 | |
Balance, shares at Mar. 31, 2020 | 278,188 | 88,032,112 | ||||
Balance at Dec. 31, 2020 | $ 2,782 | $ 906,019 | 32,493,086 | (21,630,008) | $ 708,954 | 12,480,833 |
Balance, shares at Dec. 31, 2020 | 278,188 | 90,601,912 | ||||
Common shares issued upon conversion of Preferred Stock | $ (2,782) | $ 2,781,878 | (2,779,096) | |||
Common shares issued upon conversion of Preferred Stock, shares | (278,188) | 278,187,847 | ||||
Common shares issued upon conversion of debt | $ 6,572 | 203,729 | 210,301 | |||
Common shares issued upon conversion of debt, shares | 657,200 | |||||
Beneficial conversion feature on convertible debt | 605,719 | 605,719 | ||||
Warrants issued in connection with private placement | 166,575 | 166,575 | ||||
Increase in non-controlling interest from issuance of additional Edgepoint stock | 620,052 | 620,052 | ||||
Net loss | (2,803,080) | (319,557) | (3,122,637) | |||
Balance at Mar. 31, 2021 | $ 3,694,469 | $ 30,690,013 | $ (24,433,088) | $ 1,009,449 | $ 10,960,843 | |
Balance, shares at Mar. 31, 2021 | 369,446,959 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (3,122,637) | $ (4,657,894) | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Amortization of debt discount and deferred finance costs | 421,217 | 1,148,305 | |
Amortization of intangible assets | 12,841 | 81,701 | |
Stock-based compensation | 2,147,591 | ||
Depreciation on development equipment | 2,538 | 9,329 | |
Change in fair value of derivative | 536,345 | 736,298 | |
Loss on debt conversion | 27,504 | 124,598 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 17,162 | 100,321 | |
Accounts payable and accrued expenses | 879,838 | 179,880 | |
Accounts payable to related party | (26,308) | 161,344 | |
Net cash (used in) provided by operating activities | (1,251,500) | 31,473 | |
Cash flows from financing activities: | |||
Proceeds from private placement | 1,613,200 | ||
Proceeds from short term loan, other | 120,000 | ||
Repaid to note holder | (50,000) | ||
Repaid to others | (75,000) | ||
Net proceeds from convertible notes payable, related party | 70,000 | ||
Net cash provided by financing activities | 1,608,200 | 70,000 | |
Net increase in cash and restricted cash | 356,700 | 101,473 | |
Cash and restricted cash- beginning of period | 474,019 | 81,964 | $ 81,964 |
Cash and restricted cash - end of period | 830,719 | 183,437 | $ 474,019 |
Supplemental cash flow information: | |||
Cash paid for: Interest paid | 65,754 | ||
Cash paid for: Income taxes paid | |||
Non cash investing and financing activities: | |||
Common shares issued upon partial conversion of debt | 210,301 | 721,064 | |
Warrants issued in connection with private placement | 166,575 | ||
Beneficial Conversion Feature on convertible debt and restricted common shares | $ 605,719 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Oncotelic Therapeutics, Inc. (also d/b/a Mateon Therapeutics, Inc.) (“ Oncotelic Oncotelic, Inc. PointR Edgepoint” Company In February 2020, the Company formed a subsidiary, Edgepoint. Edgepoint is a start-up company that plans to develop technologies and IP related to various unmet issues within the pharma and medical device industries. The Company may spin off Edgepoint into a separate public company. The Company is a cancer immunotherapy company dedicated to the development of first in class self-immunization protocol (“ SIP DMD The Company is developing OT-101 for the various epidemics and pandemics, similar to the current corona virus (“ COVID-19 GMP In addition, the Company is developing Artemisinin. Artemisinin, purified from a plant Artemisia annua TM TM TM TM “AI” “PMS” In January 2021 and subsequently in February 2021, the Company announced preliminary results for ARTIVeda ™ ™ EUA Consent Solicitation On June 25, 2020, the Company commenced a solicitation of shareholder consents (the “ Consent Solicitation Consent Solicitation Statement Stockholders (1) changing the name of the Company and changing the Company’s ticker symbol (the “ Name Change (2) amending the Company’s Amended and Restated 2015 Equity Incentive Plan (the “ 2015 Plan Plan Amendment (3) increasing the authorized number of shares of Common Stock from 150,000,000 to 750,000,000 (the “ Capital Increase (4) amending and restating the certificate of incorporation for the Company (the “ Amended and Restated Certificate The Stockholders approved the Name Change, the Plan Amendment, the Capital Increase, and the Amended and Restated Certificate. In November 2020, the Company filed an amendment to its Certificate of Incorporation with the Secretary of State for the State of Delaware changing its name from “Mateon Therapeutics, Inc.” to “Oncotelic Therapeutics, Inc.” Further, in February 2021, the Company filed an amendment to its Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150,000,000 shares to 750,000,000 shares. The Company has converted its 278,188 preferred stock to 278,187,847 common stock effective March 31, 2021. The Company registered an additional total of 20,000,000 shares of its common stock, $0.01 par value per share (“ Common Stock Plan SEC A notice of corporate action had been filed with the Financial Industry Regulatory Authority (“ FINRA Entry into MOU and Agreement with Windlas In August 2020, the Company executed a memorandum of understanding (the “ MOU “Windlas The ARTI-19 trial was cleared by India regulatory authorities for initiation, and registered under CTRI, and three sites had been selected. The trial was fully enrolled in December 2020. The Company and Windlas entered into a License, Development and Commercialization Agreement, dated November 10, 2020 (the “ Commercialization Agreement Principles of Consolidation The consolidated financial statements include the accounts of Oncotelic, its wholly owned subsidiaries, Oncotelic Inc. and PointR, and Edgepoint our non-controlled interest entity. Intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation The accompanying consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred net accumulated losses of approximately $24.4 million since inception of Oncotelic Inc., as the Company’s historical financial statements before the Merger have been replaced with the historical financial statements of Oncotelic Inc. The Company also has a negative working capital of $12.1 million at March 31, 2021, of which $2.6 million contingent liability of issuance of common shares of the Company to PointR shareholders upon achievement of certain milestones in accordance with the PointR Merger Agreement. The Company has negative cash flows from operations for the three months ended March 31, 2021 of $1.3 million. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. Management expects to incur additional losses in the foreseeable future and recognizes the need to raise capital to remain viable. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The Company’s long-term plans include continued development of its current pipeline of products to generate sufficient revenues, through either technology transfer or product sales, to cover its anticipated expenses. Until the Company is able to generate sufficient revenues from its current pipeline, the Company plans on funding its operations through the sale of equity and/or the issuance of debt, combined with or without warrants or other equity instruments. Between July 2020 and March 2021, the Company raised gross proceeds of $5 million, through JH Darbie. The Company incurred $0.7 million of costs associated with the raise, of which $0.65 million was paid as direct placement fees to JH Darbie. JH Darbie and the Company are parties to a placement agent agreement, dated February 25, 2020 pursuant to which JH Darbie has the right to sell a minimum of 40 Units and a maximum of 100 Units on a best-efforts basis. Concurrently with the sale of the Units, JH Darbie was granted, a warrant, exercisable over a five-year period, to purchase 10% of the number of Units sold in the JH Darbie Financing. As such, the Company granted 10 Units to JH Darbie pursuant to the JH Darbie Placement Agreement. During the three months ended March 31, 2020, the Company recorded a total of approximately $0.3 million in service revenues from GMP. No similar revenues were recorded during the similar period in 2021. There are no assurances that the Company would be able to generate revenues for services and/or out-licensing fees in the near future. Although no assurances can be given as to the Company’s ability to deliver on its revenue plans, or that unforeseen expenses may arise, management believes that the potential equity and debt financing or other potential financing will provide the necessary funding for the Company to continue as a going concern. Also, management cannot guarantee any potential debt or equity financing will be available on favorable terms or at all. As such, management does not believe the Company has sufficient cash for 12 months from the date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial statements and revenues and expense during the reporting period. Actual results could materially differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the valuation of goodwill and intangible assets for impairment, deferred tax asset and valuation allowance, and fair value of financial instruments. Cash As of March 31, 2021, and December 31, 2020 the Company held all its cash in banks. The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020, respectively. Restricted cash consists of certificates of deposits held at banks as collateral for various purposes. Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expense approximate their fair values based on the short-term maturity of these instruments. As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. ● Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. ● Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company did not have any Level 1 or Level 2 assets and liabilities at March 31, 2020. The derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 5), consisted of conversion feature derivatives at March 31, 2021, are Level 3 fair value measurements. The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Balance at January 1, 2021 and 2020 $ 777,024 $ 540,517 New derivative liability - 870,268 Reclassification to additional paid in capital from conversion of debt to common stock (144,585 ) (368,811 ) Change in fair value 536,345 736,298 Balance at March 31, 2021 and 2020 $ 1,168,784 $ 1,778,272 As of March 31, 2021, and March 31, 2020, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible debentures based on assumptions used in the Black-Scholes valuation model. The key valuation assumptions used consists, in part, of the price of the Company’s Common Stock, a risk-free interest rate based on the yield of a Treasury note and expected volatility of the Company’s Common Stock all as of the measurement dates. The Company used the following assumptions to estimate fair value of the derivatives as of March 31, 2021 and 2020: March 31, 2021 Key Assumptions for fair value of conversions March 31, 2020 Key Assumptions for fair value of conversions Risk free interest 0.07% to 0.12 % 0.23% to 2.26 % Market price of share $ 0.36 $ 0.17 Life of instrument in years 1.06 – 1.35 2.06 - 2.35 Volatility 148.79 % 150.65 % Dividend yield 0 % 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended March 31, 2021 and March 31, 2020, there were no transfers of financial assets or financial liabilities between the hierarchy levels. Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share includes the effect of Common Stock equivalents (notes convertible into Common Stock, stock options and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. The following number of shares have been excluded from diluted loss since such inclusion would be anti-dilutive: Three Months Ended March 31, 2021 2020 Convertible notes 35,388,901 12,084,300 Stock options 3,941,301 6,135,284 Warrants 20,737,500 15,237,500 Potentially dilutive securities 60,067,702 33,457,084 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued to employees and members of the Board of Directors (the “ Board Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the three months ended March 31, 2021 and year ended December 31, 2020, there were no impairment losses recognized for long-lived assets. Intangible Assets The Company records its intangible assets at cost in accordance with ASC 350, Intangibles – Goodwill and Other. The Company reviews the intangible assets for impairment on an annual basis or if events or changes in circumstances indicate it is more likely than not that they are impaired. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. If the review indicates the impairment, an impairment loss would be recorded for the difference of the value recorded and the new value. For the three months ended March 31, 2021 and 2020, there were no impairment losses recognized for intangible assets. Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least once annually, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. For the three months ended March 31, 2021 and 2020, there were no impairment losses recognized for Goodwill. Derivative Financial Instruments Indexed to the Company’s Common Stock We have generally issued derivative financial instruments, such as warrants, in connection with our equity offerings. We evaluate the terms of these derivative financial instruments in order to determine their accounting treatment in our financial statements. Key considerations include whether the financial instruments are freestanding and whether they contain conditional obligations. If the warrants are freestanding, do not contain conditional obligations and meet other classification criteria, we account for the warrants as an equity instrument. However, if the warrants contain conditional obligations, then we account for the warrants as a liability until the conditional obligations are met or are no longer relevant. Because no established market prices exist for the warrants that we issue in connection with our equity offerings, we must estimate the fair value of the warrants, which is as inherently subjective as it is for stock options, and for similar reasons as noted in the stock-based compensation section above. For financial instruments which are accounted for as a liability, we report any changes in their estimated fair values as gains or losses in our Consolidated Statement of Income. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20 “Debt – Debt with Conversion and Other Options.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. Revenue Recognition The Company recognizes revenue in accordance with ASU Under ASU 2014-9, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASU 2014-09, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company anticipates generating revenues from rendering services to other third party customers for the development of certain drug products and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period. In the case of out-licensing contracts, the Company records revenues either upon achievement of certain pre-defined milestones, when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. Research Service Agreement between GMP and Oncotelic /Oncotelic Inc. (“Oncotelic Entities”) In February 2020, Oncotelic Inc. and GMP entered into a research and services agreement (the “ Agreement Product Supplement Agreement with Autotelic BIO (“ATB”) Oncotelic Inc. had entered into a license agreement in February 2018 (the “ ATB Agreement Combined Product Research & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense as and when incurred. Prior Period Reclassifications Certain amounts in prior periods may have been reclassified to conform with current period presentation. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“ FASB ASU In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09 became effective on January 1, 2018. The ASU also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The Company adopted ASU 2015-14 during the three months ended March 31, 2020 as till then, no revenue was earned by the Company. In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential impact of the Update on its financial statements All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 3 - INTANGIBLE ASSETS AND GOODWILL The Company completed a Merger with Oncotelic, which gave rise to Goodwill of $4,879,999. Further, we added goodwill of $16,182,456 upon the completion of the Merger with PointR. In general, the goodwill is tested on an annual impairment date of December 31. However, since both assets are currently being developed for various cancer and COVID-19 therapies, the Company does not believe the there are any factors or indications that the goodwill is impaired. Assignment and Assumption Agreement with Autotelic, Inc. In April 2018, Oncotelic Inc. entered into an Assignment and Assumption Agreement (the “ Assignment Agreement IP Intangible Asset Summary The following table summarizes the balances as of March 31, 2021 and December 31, 2020, of the intangible assets acquired, their useful life, and annual amortization: March 31, 2021 Remaining Estimated Intangible asset – Intellectual Property $ 819,191 16.75 Intangible asset – Capitalization of license cost 190,989 16.75 1,010,180 Less Accumulated Amortization (149,815 ) Total $ 860,365 December 31, 2020 Remaining Estimated Intangible asset – Intellectual Property $ 819,191 18.00 Intangible asset – Capitalization of license cost 190,989 18.00 1,010,180 Less Accumulated Amortization (136,974 ) Total $ 873,206 Amortization of identifiable intangible assets for the three months ended March 31, 2021 and 2020 was $12,841 and $12,841, respectively. The future yearly amortization expense over the next five years and thereafter are as follows: For the years ended December 31, 2021 $ 38,524 2022 51,365 2023 51,365 2024 51,365 2025 51,365 Thereafter 616,381 $ 860,365 In-Process Research & Development (IPR&D) Summary The IPR&D assets were acquired in the PointR acquisition during the year ended December 31, 2019. Since January 2021, the Company has determined that the IPR&D should be reported as an indefinitely lived asset and therefore will evaluate, on an annual basis, for any impairment on the IPR&D and will record an impairment if identified. The balance of IPR&D as of March 31, 2021 and December 31, 2020 was $1,106,760. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expense consists of the following amounts: March 31, 2021 December 31, 2020 Accounts payable $ 2,782,013 $ 1,937,419 Accrued expense 812,247 798,386 $ 3,594,260 $ 2,735,805 March 31, 2021 December 31, 2020 Accounts payable – related party $ 365,323 $ 391,631 |
Convertible Debentures, Notes a
Convertible Debentures, Notes and Other Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Debentures. Notes and Other Debt | NOTE 5 – CONVERTIBLE DEBENTURES, NOTES AND OTHER DEBT As of March 31, 2021, special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued interest, if any, consist of the following amounts: March 31, 2021 Convertible debentures 10% Convertible note payable, due April 23, 2022 – Related Party 18,323 10% Convertible note payable, due April 23, 2022 – Bridge Investor 87,906 10% Convertible note payable, due August 6, 2022 – Bridge Investor 173,364 279,593 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 165,130 5% Convertible note payable – Related Party 266,858 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 266,378 5% Convertible note payable – CEO, CTO & CFO 87,282 5% Convertible note payable – Bridge Investors 178,822 964,470 Other Debt Short term debt from CEO 20,000 Other short term debt 120,000 140,000 Total of debentures, notes and other debt $ 1,384,063 As of December 31, 2020, convertible debentures and notes, net of debt discount, consist of the following amounts: December 31, 2020 Convertible debentures 10% Convertible note payable, due June 12, 2022 – Peak One $ - 10% Convertible note payable, due April 23, 2022 - TFK 39,065 10% Convertible note payable, due April 23, 2022 – Related Party 14,256 10% Convertible note payable, due April 23, 2022 – Bridge Investor 69,848 10% Convertible note payable, due August 6, 2022 – Bridge Investor 168,421 291,590 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 213,046 5% Convertible note payable – Related Party 263,733 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 263,253 5% Convertible note payable – CEO, CTO & CFO 86,257 5% Convertible note payable – Bridge Investors 176,722 1,003,011 Other Debt Short term debt from CFO 25,000 Short term debt from CEO 20,000 Other short term debt – Bridge Investor 50,000 95,000 Total of debentures, notes and other debt $ 1,389,601 The gross principal balances on the convertible debentures listed above totaled $1,000,000 and included an initial debt discounts totaling $800,140, resulting from the recording of the original issue discount, the related financing costs, the beneficial conversion feature (“ BCF” Total amortization expense related to these debt discounts was $ 54,572 and $359,971 for the three months ended March 31, 2021 and 2020, respectively. In addition, during the year ended March 31, 2021 we recorded additional and accelerated amortization of debt discounts, which was created from the bifurcation of the conversion option related the host hybrid instruments, of $24,491 and $163,855, respectively upon the partial and/or full conversion of debt by TFK to shares of the Company’s common stock. The total unamortized debt discount at March 31, 2021 and December 31, 2020 was approximately $120,000 and $200,000, respectively. All the above notes issued to Peak One, TFK, our CEO and the bridge investors reached the 180 days prior to the end of the three months ended December 31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. This gave rise to a derivative feature within the debt instrument. As of December 31, 2020, we had a derivative liability of approximately $777,000. The Company recorded additional derivative liability from the change in fair value of $536,346 during the three months ended March 31, 2021. The Company also extinguished $144,585 of derivative liability following the conversion of certain notes to the Company’s common stock in the three months ended March 31, 2021. The Company had recorded an additional derivative liability of approximately $870,000 during the three months ended March 31, 2020 since the conversion option attached to certain notes became convertible into a variable number of shares of our common stock. The Company also extinguished approximately $369,000 of derivative liability following the conversion of certain notes to the Company’s common stock in the three months ended March 31, 2020. Following the recognition as derivative liability of the embedded conversion options, the Company fully amortized the remaining unamortized beneficial conversion feature for approximately $232,000, recorded an initial $258,070 from the initial recognition of the debt discount following the bifurcation of the embedded conversion option. Bridge Financing Peak One Financing On April 17, 2019, the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement Buyer Peak One Convertible Note Shares Purchase and Sale Transaction The Convertible Note has a principal balance of $200,000, including a 10%$ OID of $20,000 and $5,000 in debt issuance costs, receiving net proceeds of $175,000, with a maturity date of April 23, 2022. Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. Amounts due under the Convertible Note may also be converted into shares (the “ Tranche #1 Conversion Shares Fixed Price The issuance of the Convertible Note resulted in a discount from the beneficial conversion feature totaling $84,570, including $52,285 related to the beneficial conversion feature and a discount from the issuance of restricted stock of 350,000 shares for $32,285. Total amortization of these OID and debt issuance cost discounts totaled $0 for the 3 months ended March 31, 2021. Total unamortized discount on this note was $0 and $0 at March 31, 2021 and December 31, 2020, respectively. On June 12, 2019, the Company entered into an amendment of the Purchase Agreement (“ Amendment #1 On June 12, 2019, the Buyer purchased Convertible Note Tranche #2 (“ Tranche #2 The issuance of Tranche #2 resulted in a discount from the beneficial conversion feature totaling $180,000, including $132,091 related to the conversion feature and a discount from the issuance of restricted stock of 350,000 shares for $47,909. Total amortization of these OID and debt issuance cost discounts totaled $0 for the 3 months ended March 31, 2021. Total unamortized discount on this note was $0 as of March 31, 2021. On November 5, 2019, the Company and Peak One amended the Convertible Note under Tranche #1 to extend the date of conversion of the Convertible Note into Common Stock of the Company at 65% of the traded price of the Company’s Common Stock until January 8, 2020. This amendment put a temporary hold on Peak One to convert the debt under Tranche 1. This restriction did not apply if Peak One opted to convert the Convertible Note at $0.10. The Company compensated Peak One 300,000 shares of the Company’s Common Stock for delaying the conversion until January 18, 2020. Such shares were issued to Peak One on November 14, 2019. Non-cash compensation expense of $60,000 was recorded for such issuance. Peak One converted $200,000 of Tranche #1 out of their total debt into 2,581,945 shares of the Company during the year ended December 31, 2020. Further, Peak One converted $200,000 of Tranche #2 of their total debt into 2,000,000 shares of the Company during the year ended December 31, 2020. As such, the total outstanding debt for Peak One was $0 as of March 31, 2021. TFK Financing On April 23, 2019, the Company, entered into a Convertible Note (the “ TFK Note TFK TFK Conversion Shares The issuance of the TFK Note resulted in a discount from the beneficial conversion feature totaling $84,570, including $52,285 related to the beneficial conversion feature and a discount from the issuance of restricted, stock of 350,000 shares for $32,285. Total amortization of these OID and debt issuance cost discounts totaled $3,015 for the three months ended March 31, 2021. Total unamortized discount on this note was $0 as of March 31, 2021. On November 5, 2019, the Company and TFK amended the TFK Convertible Note to extend the date of conversion of the Convertible Note into Common Stock of the Company at 65% of the traded price of the Company’s Common Stock until January 8, 2020. This restriction did not apply if TFK wished to convert the Convertible Note at $0.10 per share. The Company compensated TFK 300,000 shares of the Company’s Common Stock for delaying the conversion until January 8, 2020. Such shares were issued to TFK on November 14, 2019. Non-cash compensation expense of $60,000 was recorded for such issuance. TFK converted $133,430 of their total debt into 1,950,000 shares of common stock of the Company during the year ended December 31, 2020. As such, the total gross outstanding debt for TFK was approximately $67,000 as of December 31, 2020. TFK had a balance of approximately $109,000 related to the derivative liability as of December 31, 2020. The Company recorded approximately $38,000 as an increase in fair value for the derivative liability, and hence the TFK had a balance of approximately $145,000 of derivative liability as of March 31, 2021. The Company extinguished the $145,000 of derivative liability and the $65,000 of the value of the debt, totaling approximately $210,000 following the conversion of the notes to the Company’s common stock during the three months ended March 31, 2021for a total of 657,200 shares of common stock of the Company and recorded a loss on the conversion of approximately $2,000 for the three months ended March 31, 2021. As such, TFKs debt as of March 31, 2021 was $0. Notes with Officer and Bridge Investor On April 17, 2019, the Company entered into a Securities Purchase Agreement (the “ Bridge SPA On April 23, 2019, the Company entered into a convertible note with our Chief Executive Officer, Vuong Trieu, Ph. D. (the “ Trieu Note Trieu Conversion Shares Fixed Price th The issuance of the Trieu Note resulted in a discount from the beneficial conversion feature totaling $131,555 related to the conversion feature. Total amortization of the OID and the discount totaled $18,058 for the 3 months ended March 31, 2021. Total unamortized discount on this note was $76,538 as of March 31, 2021. On April 23, 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #1 (“ Tranche #1 Bridge SPA Conversion Shares Fixed Price The issuance of the note resulted in a discount from the beneficial conversion feature totaling $28,445. Total amortization of the OID and discount totaled $4,066 at March 31, 2021. Total unamortized discount on this note was $17,233 as of March 31, 2021. On August 6, 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #2 (“ Tranche #2 th The issuance of the note resulted in a discount from the beneficial conversion feature totaling $175,000. Total amortization of the OID and discount totaled $4,943 at March 31, 2021. Total unamortized discount on this note was $26,636 as of March 31, 2021. All the above notes issued to Peak One, TFK, our CEO and the bridge investors reached the 180 days prior to the end of the three months ended March 31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. This gave rise to a derivative feature within the debt instrument. Fall 2019 Debt Financing In December 2019, the Company closed its Fall 2019 Debt Financing raising an additional $500,000 for gross proceeds of $1.0 million. The Company entered into Note Purchase Agreements (the “ Note Purchase Agreements Fall 2019 Notes All the Fall 2019 Notes provide for interest at the rate of 5% per annum and are unsecured. All amounts outstanding under the Fall 2019 Notes become due and payable upon the approval of the holders of a majority of the principal amount of outstanding Fall 2019 Notes (the “ Majority Holders Maturity Date The Majority Holders have the right, at any time not more than five (5) days following the Maturity Date, to elect to convert all, and not less than all, of the outstanding accrued and unpaid interest and principal on the Fall 2019 Notes. The Fall 2019 Notes may be converted, at the election of the Majority Holders, either (a) into shares of the Company’s Common Stock at a conversion price of $0.18 per share, or (b) into shares of common stock of the Edgepoint, at a conversion price of $5.00 (based on a $5.0 million pre-money valuation) of Edgepoint and 1,000,000 shares outstanding. The issuance of the Fall 2019 notes resulted in a discount from the beneficial conversion feature totaling $222,222 related to the conversion feature. Total amortization of the discount totaled $0 and $55,556 for the three months ended March 31, 2021 and 2020, respectively. Total unamortized discount on this note was $0 as of March 31, 2021. Further, the Company recorded interest expense of $11,458 on these Fall 2019 Notes for the three months ended March 31, 2021. The total amount outstanding under the Fall 2019 Notes, including accrued interest thereon, as of March 31, 2021 was $964,470 and at December 31, 2020 was $1,003,011. Paycheck Protection Program In April 2020, the Company received loan proceeds in the amount of $250,000 under the Paycheck Protection Program (“ PPP CARES SBA The Company believes it met the PPP’s loan forgiveness requirements but has not yet applied for forgiveness. When legal release is received from the SBA or lender, the Company will record the amount forgiven as forgiveness income within the other income section of its statement of operations. If any portion of the PPP loan is not forgiven, the Company will be required to repay that portion, plus interest, through the maturity date. The SBA reserves the right to audit any PPP loan, regardless of size. These audits may occur after the forgiveness has been granted. In accordance with the CARES Act, all borrowers are required to maintain their PPP loan documentation for six years after the loan was forgiven or repaid in full and to provide that documentation to the SBA upon request. The balance outstanding on PPP loan, inclusive of accrued interest, was $252,349 and $251,733 on March 31, 2021 and December 31, 2020, respectively. GMP Note In June 2020, the Company secured $2 million in debt financing, evidenced by a one-year convertible note (the “ GMP Note The Company’s liability under GMP Note commenced to accrue when GMP first began to pay for services related to the clinical trial to our third-party clinical research organization, up to a maximum of $2 million. GMP has been invoiced by the clinical research organization for the full $2 million as of December 31, 2020 and as such the Company has recognized the liability as a convertible debt. The balance outstanding on the GMP Note, inclusive of accrued interest, was $2,030,356 and $2,000,000 on March 31, 2021 and December 31, 2020, respectively. Other short-term loans During the three months ended March 31, 2021, Autotelic Inc. provided a short term funding of $120,000 to the Company, which was repaid after the three months ended March 31, 2021. In addition, the Company’s CFO and the Bridge Investor provided short term loans of $25,000 and $50,000, respectively to the Company during the fourth quarter of the year ended December 31, 2020. Such loans were repaid as of March 31, 2021. |
Private Placement and JH Darbie
Private Placement and JH Darbie Financing | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement And Jh Darbie Financing | |
Private Placement and JH Darbie Financing | NOTE 6 - PRIVATE PLACEMENT AND JH DARBIE FINANCING During the period from July 2020 to March 31, 2021 the Company entered into subscription agreements with certain accredited investors pursuant to the JH Darbie Financing, whereby the Company issued and sold a total of 100 Units, for total gross proceeds of approximately $5 million, pursuant to the JH Darbie Placement Agreement, with each Unit consisting of: ■ 25,000 shares of Edgepoint Common Stock for a price of $1.00 per share of Edgepoint Common Stock. ■ One convertible promissory note, convertible into up to 25,000 shares of Edgepoint Common Stock, at a conversion price of $1.00 per share or up to 138,889 shares of the Company’s Common Stock, at a conversion price of $0.18 per share. ■ 50,000 warrants to purchase an equivalent number of shares of Edgepoint Common Stock at $1.00 per share or an equivalent number of shares of the Company’s Common Stock at $0.20 per share with a three-year expiration date. As March 31, 2021 funds received under the JH Darbie Financing, net of debt discount, consist of the following amounts: March 31, 2021 Convertible promissory notes Subscription agreements - accredited investors $ 1,520,720 Subscription agreements – related party 85,664 Total convertible promissory notes $ 1,606,384 The Company incurred approximately $0.65 million of issuance costs, including legal costs of approximately $39,000, that are incremental costs directly related to the issuance of the various instruments bundled in the offering. Concurrently with the sale of the Units, JH Darbie was granted a warrant, exercisable over a five-year period, to purchase 10% of the number of Units sold in the JH Darbie Financing. As such, the Company granted 10 Units to JH Darbie pursuant to the JH Darbie Placement Agreement. The terms of convertible notes are summarized as follows: ■ Term: Through March 31, 2022. ■ Coupon: 16%. ■ Convertible at the option of the holder at any time in the Company’s Common Stock or Edgepoint Common Stock. ■ The conversion price is initially set at $0.18 per share for the Company’s Common Stock or $1.00 for Edgepoint Common Stock, subject to adjustment. The Company allocated the proceeds among the freestanding financial instruments that were issued in the single transaction using the relative fair value method, which affects the determination of each financial instrument initial carrying amount. The Company utilized the relative fair value method as none of the freestanding financial instruments issued as part of the single transaction are measured at fair value. Under the relative fair value method, the Company made separate estimates of the fair value of each freestanding financial instrument and then allocated the proceeds in proportion to those fair value amounts. The Company recorded non-controlling interests of approximately $1 million in Edgepoint. Non-controlling interests represent the portion of net assets in consolidated entities that are not owned by the Company and are reported as a component of equity in the consolidated balance sheets. As of the multiple closings of the Company during the three months ended March 31, 2021, under the private placement memorandum with JH Darbie, the estimated grant date fair value of approximately $0.20 per share associated with the warrants to purchase up to 2,035,000 shares of common stock issued in this offering, or a total of approximately $ 0.7 million, was recorded to additional paid-in capital on a relative fair value basis. All warrants sold in this offering had an exercise price of $0.20 per share of the Company stock or $1.00 per share of Edge Point, subject to adjustment, are exercisable immediately and expire three years from the date of issuance. The fair value of the warrants was estimated using a Black Scholes valuation models using the following input values: Expected Term 1.5 years Expected volatility 152.3%-164.8 % Risk-free interest rates 0.09%-0.11 % Dividend yields 0.00 % As of the multiple closings of the Company through December 31, 2020, under the private placement memorandum with JH Darbie, the estimated grant date fair value of approximately $0.20 per share associated with the warrants to purchase up to 3,465,000 shares of common stock issued in this offering, or a total of approximately $0.4 million, was recorded to additional paid-in capital on a relative fair value basis. All warrants sold in this offering had an exercise price of $0.20 per share of the Company stock or $1.00 per share of Edge Point, subject to adjustment, are exercisable immediately and expire three years from the date of issuance. The fair value of the warrants was estimated using a Black Scholes valuation models using the following input values. Expected Term 1.5 years Expected volatility 168.5%-191.9 % Risk-free interest rates 0.12%-0.15 % Dividend yields 0.00 % The Company recorded an initial debt discount of approximately $0.7 million representing the intrinsic value of the conversion option embedded in the convertible debt instrument based upon the difference between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company recognized amortization expense related to the debt discount and debt issuance costs of $373,949 and $0 for the three months ended March 31, 2021 and March 31, 2020 respectively, which is included in interest expense in the statements of operations. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 - RELATED PARTY TRANSACTIONS Master Service Agreement with Autotelic Inc. In October 2015, Oncotelic entered into a Master Service Agreement (the “ MSA Expenses related to the MSA were $77,000 for the three months ended March 31, 2021 as compared to $232,806 for the same period of 2020. Note Payable and Short Term Loan – Related Parties In April 2019, the Company issued a convertible note to Dr. Trieu totaling $164,444, including OID of $16,444, receiving net proceeds of $148,000, which was used by the Company for working capital and general corporate purposes. The Company issued a Fall 2019 Note to Dr. Trieu in the principal amount of $250,000. Dr. Trieu also offset certain amounts due to him in the amount of $35,000 and was converted into the Fall 2019 debt. During the year ended December 31, 2020, Dr. Trieu provided additional short-term funding of $70,000 to the Company, of which the Company repaid $50,000 prior to December 31, 2020. During the year ended December 31, 2020, Dr. Trieu purchased a total of 5 Units under the private placement for a gross total of $250,000. During the three months ended March 31, 2021, Autotelic Inc, provided a short-term loan of $120,000 to the Company. Such loan was repaid in April 2021. Artius Consulting Agreement On March 9, 2020, the Company and Artius Bioconsulting, LLC (“Artius”), for which Mr. King is the Managing Member, entered into an amendment to the Consulting Agreement dated December 1, 2018, under which Artius agreed to serve as a consultant to the Company for services related to the Company’s business from time to time, effective December 1, 2019 (the “Effective Date”) (the “Artius Agreement”). In connection with the Artius Agreement, Mr. King also agreed to assist the Company with strategic advisory services with respect to transactional and operational contracts, budgetary input, among other matters in connection with the formation of a new business unit to develop AI and Blockchain Driven Vision Systems (“EdgePoint AI”), for which Mr. King is Chief Executive Officer. Under the terms of the Artius Agreement, the Company agreed to grant to Artius, subject to approval by the Company’s Board of Directors and pursuant to the Company’s 2017 Equity Incentive Plan, 148,837 restricted shares of the Company’s common stock, par value $.01 per share (“Common Stock”), in addition to a 30% pre-financing ownership stake in EdgePoint AI. The Artius Agreement contemplates that Mr. King will generally provide his services at a rate of $237 per hour, not to exceed 44 hours per month and payable monthly, and to reimburse Mr. King for reasonable and necessary expenses incurred by him or Artius in connection with providing services to the Company. Either the Company or Artius may terminate the Artius Agreement at any time, for any reason following the Effective Date. The Artius Agreement will automatically renew one year from the Effective Date, unless the Parties agree to terminate the Artius Agreement at that time. No expense was recorded during the three months ended March 31, 2021 related to this Agreement. Maida Consulting Agreement Effective May 5, 2020, the Company and Dr. Maida entered into an independent consulting agreement, commencing April 1, 2020 (the “Maida Agreement”), under which Dr. Maida will assist the Company in providing medical expertise and advice from time to time in the design, conduct and oversight of the Company’s existing and future clinical trials. Pursuant to the terms of the Maida Agreement, the Company will grant to Dr. Maida 400,000 restricted shares of the Company’s Common Stock corresponding to $80,000 at the stock value of $0.20 per share, to vest on May 5, 2021. The Company will also pay Dr. Maida $15,000 per month for a minimum of 20 hours per week, in in addition to reimbursement of reasonable and necessary expenses incurred by Dr. Maida in connection with his services to the Company. Either the Company or Dr. Maida may terminate the Maida Agreement, for any reason, upon 30 days advance written notice. The Company recorded an expense of $45,000 during the three months ended March 31, 2021 related to this Agreement. No similar expense was recorded during the same period in 2020. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 8 - STOCKHOLDERS’ EQUITY The following transactions affected the Company’s Stockholders’ Equity: Equity Transactions During the Period Since the Merger Issuance and conversion of Preferred Stock In April 2019, pursuant to the Merger the Company issued 193,713 shares of Series A Preferred in exchange for 77,154 shares of Oncotelic Common Stock. Further, in November 2019 the Company issued 84,475 shares of Series A Preferred to PointR in exchange of 11,135,935 shares of PointR Common Stock upon the consummation of the PointR merger. In March 2021, 278,188 shares of the Company’s preferred stock converted to 278,187,847 shares of its common stock, effective March 31, 2021. Issuance of Common Stock during the three months ended March 31, 2021 In January 2021, the Company issued 657,200 shares of its common stock to TFK in connection with the part conversion of their convertible notes payable. In March 2021, the Company converted 278,188 shares of our Series A Preferred Stock to 278,187,847 shares of its common stock. Issuance of Common Stock during the three months ended March 31, 2020 In February 2020, the Company issued 500,000 shares of its common stock to Peak One in connection with the part conversion of one of their convertible notes payable. In March 2020, the Company issued 750,000 shares of its Common Stock to TFK in connection with the part conversion of their convertible notes payable. In March 2020, the Company issued 500,000 shares of its Common Stock to Peak One in connection with the part conversion of one of their convertible notes payable. In March 2020, the Company issued 1,012,145 shares of its Common Stock to TFK in connection with the part conversion of their convertible notes payable. In February 2020, the Company issued 1,200,000 shares of its Common Stock to Peak One in connection with the part conversion of one of their convertible notes payable. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation | NOTE 9 – STOCK-BASED COMPENSATION Options Pursuant to the Merger, the Company’s Common Stock and corresponding outstanding options survived. The below information details the Company’s associated option activity. As of March 31, 2021, options to purchase Common Stock were outstanding under three stock option plans – the 2017 Equity Incentive Plan (the “ 2017 Plan 2015 Plan 2005 Plan Employees, consultants, and directors are eligible for awards granted under the 2017 and 2015 Plans. The Company registered an additional total of 20,000,000 shares of its common stock, $0.01 par value per share (“ Common Stock Plan SEC Since the adoption of the 2015 Plan, no further awards may be granted under the 2005 Plan, although options previously granted remain outstanding in accordance with their terms. Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: Weighted For the three months ended March 31, 2021 Average Shares Exercise Price Outstanding at January 1, 2021 3,941,301 $ 0.78 Outstanding at March 31, 2021 3,941,301 $ 0.78 For the year ended December 31, 2020 Weighted Average Shares Exercise Price Outstanding at January 1, 2020 6,145,044 $ 0.75 Expired or canceled (2,203,743 ) 0.70 Outstanding at December 31, 2020 3,941,301 $ 0.78 The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at March 31, 2021: Weighted- Weighted- Average Outstanding Average Exercise Number Exercise prices Options Remaining Life Price Exercisable $ 0.22 1,750,000 7.22 $ 0.22 1,750,000 0.38 900,000 5.79 0.38 900,000 0.73 762,500 4.97 0.73 762,500 1.37 150,000 4.30 1.37 150,000 1.43 300,000 4.16 1.43 300,000 11.88 2,359 0.76 11.88 2,359 15.00 75,000 4.16 15.00 75,000 19.80 1,442 0.59 19.80 1,442 3,941,301 6.05 $ 0.78 3,941,301 The compensation expense attributed to the issuance of the options is recognized as they are vested. The employee stock option plan stock options are generally exercisable for ten years from the grant date and vest over various terms from the grant date to three years. The aggregate intrinsic value totaled $0 and was based on the Company’s closing stock price of $0.36 as of March 31, 2021, which would have been received by the option holders had all option holders exercised their options as of that date. Correspondingly, the aggregate intrinsic value totaled $0 and was based on the Company’s closing stock price of $0.22 as of December 31, 2020, which would have been received by the option holders had all option holders exercised their options as of that date. As of March 31, 2021, there was no future compensation cost as all stock options vested prior to December 31, 2019 and the compensation was fully expensed prior to the Merger and no new options have been granted since then. In August 2019, the Company entered into Employment Agreements and incentive compensation arrangements with each of its executive officers, including Dr. Vuong Trieu, the Chief Executive Officer; Dr. Fatih Uckun, the Chief Medical Officer; Dr. Chulho Park, its Chief Technology Officer; and Mr. Amit Shah, the Chief Financial Officer. Details of the agreements and the incentive compensation is described in detail in Note 11 – Commitments & Contingencies under “Employment Agreements”. The incentive stock options or the restricted stock awards granted to the Company’s executive officers have not been granted as of the date of this filing. Warrants Pursuant to the Merger, the Company’s Common Stock and corresponding outstanding warrants survived. The below information represents the Company’s associated warrant activity. During the three months ended March 31, 2021, 2,035,000 warrants were issued related to private placement. Fair value of these warrants on issue date amounted to $467,637 with an expected life of 1.5 years, as calculated using Black Scholes valuation model. In February 2020, the Company offered to cancel to all the prior warrants of the warrant holders from the 2018 debt financing and offered to reissue new warrants to such warrant holders. Out of all the warrant holders, holders of 13,750,000 warrants opted to participate in the reissuance during the same period in 2020. The company recognized stock-based compensation of $2.1 million as the fair value of the warrants using a Black Scholes valuation model. No similar expense was recorded for the three months ended March 31, 2021. The issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, as of March 31, 2021 and December 31, 2020 are summarized as follows: Weighted- Average Shares Exercise Price Outstanding at January 1, 2021 18,702,500 $ 0.20 Issued during three months ended March 31, 2021 2,035,000 0.20 Outstanding at March 31, 2021 20,737,500 $ 0.20 Weighted- Average For the year ended December 31, 2020 Shares Exercise Price Outstanding at January 1, 2020 19,515,787 $ 0.60 Issued during the year ended December 31, 2020 17,215,000 0.20 Expired or cancelled (18,028,287 ) 0.63 Outstanding at December 31, 2020 18,702,500 $ 0.20 The following table summarizes information about warrants outstanding and exercisable at March 31, 2021: Outstanding and exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Exercise Price Outstanding in Years Price Exercisable $ 0.20 1,487,500 2.08 $ 0.20 1,487,500 0.20 19,250,000 2.15 0.20 19,250,000 20,737,500 2.15 $ 0.20 20,737,500 13,750,000 warrants issued during the three months ended March 31, 2020 were as recorded stock-based compensation of $2.1 million as the fair value of the warrants using a Black Scholes valuation model using the following input values. The expense attributed to the issuances of the warrants was recognized as they vested/earned. These warrants are exercisable for three to five years from the grant date. All the warrants are currently exercisable. Expected Term 3 years Expected volatility 140.5 % Risk-free interest rates 1.40 % Dividend yields 0.00 % |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 – INCOME TAXES Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes as of March 31, 2021 and December 31, 2020 are as follows in thousands: March 31, 2021 December 31, 2020 Deferred tax assets: Stock-based compensation $ 1,164 $ 1,164 Assets 6,154 6,227 Liability accruals 239 173 R&D Credit 4,768 4,760 Capital Loss 528 528 Deferred state tax (2,139 ) (2,086 ) Net operating loss carry forward 55,542 56,090 Total gross deferred tax assets 66,256 66,856 Less - valuation allowance (66,256 ) (66,856 ) Net deferred tax assets $ - $ - The Company had gross deferred tax assets of approximately $66.3 million and $66.9 million as of March 31, 2021 and December 31, 2020, respectively, which primarily relate to net operating loss carryforwards. As of March 31, 2021 and December 31, 2020, the Company had gross federal net operating loss carryforwards of approximately $232.3 million and $237.7 million, respectively, which are available to offset future taxable income, if any. The Company recorded a valuation allowance in the full amount of its net deferred tax assets since realization of such tax benefits has been determined by our management to be less likely than not. At March 31, 2021 and December 31, 2020, the Company had California state gross operating loss carry-forwards of approximately $72.6 million and $69.8 million which will expire in various amounts from 2028 through 2040. At December 31, 2020, the Company had federal research and development tax credits of approximately $3.3 million which will expire in 2021 and California state research and development tax credits of approximately $1.4 million which have no expiration date. The Company identified its federal and California state tax returns as “major” tax jurisdictions. The periods out income tax returns are subject to examination for these jurisdictions are 2016 through 2019. We believe our income tax filing positions and deductions will be sustained on audit, and we do not anticipate any adjustments that would result in a material change to our financial position. Therefore, no liabilities for uncertain income tax positions have been recorded. As of the date of this filing, the Company has not filed its 2019 and 2020 federal and state corporate income tax returns. The Company expects to file these documents as soon as practical. Portions of these carryforwards will expire through 2038, if not otherwise utilized. The Company’s utilization of net operating loss carryforwards could be subject to an annual limitation. as a result of certain past or future events, such as stock sales or other equity events constituting a “change in ownership” under the provisions of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitations could result in the expiration of net operating loss carryforwards and tax credits before they can be utilized. We have not performed a formal analysis, but we believe our ability to use such net operating losses and tax credit carryforwards will be subject to annual limitations, due to change of ownership control provisions under Section 382 and 383 of the Internal Revenue Code, which would significantly impact our ability to realize these deferred tax assets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 – COMMITMENTS AND CONTINGENCIES Leases Currently, the Company is leasing the office located at 29397 Agoura Road, Suite 107, Agoura Hills, CA 91301 on a month-to-month basis until such time a new office is identified. The Company believes the office is sufficient for its current operations. Legal Claims From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any legal proceedings that it currently believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, operating results, financial condition or cash flows. PointR Merger Contingent Consideration The total purchase price of $17,831,427 represented the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock plus the preferred shares outstanding but convertible into Common Stock outstanding at the date of the Merger and includes $2,625,000 of contingent consideration of shares issuable to PointR shareholders upon achievement of certain milestones. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 – SUBSEQUENT EVENTS Peak One Equity Purchase Agreement On May 3, 2021, the Company entered into an Equity Purchase Agreement (the “ Agreement Registration Rights Agreement Peak One Maximum Commitment Amount Common Stock In exchange for Peak One entering into the Agreement, the Company agreed, among other things, to (A) issue Peak One and Peak One Investments, LLC, an aggregate of 250,000 shares of Common Stock, and (B) file a registration statement registering the Common Stock issued or issuable to Peak One under the Agreement for resale (the “ Registration Statement The obligation of Peak One to purchase the Company’s Common Stock shall begin on the date of the Agreement, and ending on the earlier of (i) the date on which Peak One shall have purchased Common Stock pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) twenty four (24) months after the initial effectiveness of the Registration Statement , (iii) written notice of termination by the Company to Peak One (subject to certain restrictions set forth in the Agreement), (iv) the Registration Statement is no longer effective after the initial effective date of the Registration Statement, or (v) the date that the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors (the “ Commitment Period During the Commitment Period, the purchase price to be paid by Peak One for the Common Stock under the Agreement shall be 91% of the Market Price, which is defined as the lesser of the (i) closing bid price of the Common Stock on the trading day immediately preceding the respective Put Date (as defined in the Agreement), or (ii) lowest closing bid price of the Common Stock during the Valuation Period (as defined in the Agreement), in each case as reported by Bloomberg Finance L.P or other reputable source designated by Peak One. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial statements and revenues and expense during the reporting period. Actual results could materially differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the valuation of goodwill and intangible assets for impairment, deferred tax asset and valuation allowance, and fair value of financial instruments. |
Cash | Cash As of March 31, 2021, and December 31, 2020 the Company held all its cash in banks. The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2021 and December 31, 2020, respectively. Restricted cash consists of certificates of deposits held at banks as collateral for various purposes. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expense approximate their fair values based on the short-term maturity of these instruments. As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. ● Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. ● Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company did not have any Level 1 or Level 2 assets and liabilities at March 31, 2020. The derivative liabilities associated with its 2019 bridge financing Convertible Notes (see Note 5), consisted of conversion feature derivatives at March 31, 2021, are Level 3 fair value measurements. The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Balance at January 1, 2021 and 2020 $ 777,024 $ 540,517 New derivative liability - 870,268 Reclassification to additional paid in capital from conversion of debt to common stock (144,585 ) (368,811 ) Change in fair value 536,345 736,298 Balance at March 31, 2021 and 2020 $ 1,168,784 $ 1,778,272 As of March 31, 2021, and March 31, 2020, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible debentures based on assumptions used in the Black-Scholes valuation model. The key valuation assumptions used consists, in part, of the price of the Company’s Common Stock, a risk-free interest rate based on the yield of a Treasury note and expected volatility of the Company’s Common Stock all as of the measurement dates. The Company used the following assumptions to estimate fair value of the derivatives as of March 31, 2021 and 2020: March 31, 2021 Key Assumptions for fair value of conversions March 31, 2020 Key Assumptions for fair value of conversions Risk free interest 0.07% to 0.12 % 0.23% to 2.26 % Market price of share $ 0.36 $ 0.17 Life of instrument in years 1.06 – 1.35 2.06 - 2.35 Volatility 148.79 % 150.65 % Dividend yield 0 % 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended March 31, 2021 and March 31, 2020, there were no transfers of financial assets or financial liabilities between the hierarchy levels. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share includes the effect of Common Stock equivalents (notes convertible into Common Stock, stock options and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. The following number of shares have been excluded from diluted loss since such inclusion would be anti-dilutive: Three Months Ended March 31, 2021 2020 Convertible notes 35,388,901 12,084,300 Stock options 3,941,301 6,135,284 Warrants 20,737,500 15,237,500 Potentially dilutive securities 60,067,702 33,457,084 |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued to employees and members of the Board of Directors (the “ Board Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the three months ended March 31, 2021 and year ended December 31, 2020, there were no impairment losses recognized for long-lived assets. |
Intangible Assets | Intangible Assets The Company records its intangible assets at cost in accordance with ASC 350, Intangibles – Goodwill and Other. The Company reviews the intangible assets for impairment on an annual basis or if events or changes in circumstances indicate it is more likely than not that they are impaired. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. If the review indicates the impairment, an impairment loss would be recorded for the difference of the value recorded and the new value. For the three months ended March 31, 2021 and 2020, there were no impairment losses recognized for intangible assets. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least once annually, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. For the three months ended March 31, 2021 and 2020, there were no impairment losses recognized for Goodwill. |
Derivative Financial Instruments Indexed to the Company's Common Stock | Derivative Financial Instruments Indexed to the Company’s Common Stock We have generally issued derivative financial instruments, such as warrants, in connection with our equity offerings. We evaluate the terms of these derivative financial instruments in order to determine their accounting treatment in our financial statements. Key considerations include whether the financial instruments are freestanding and whether they contain conditional obligations. If the warrants are freestanding, do not contain conditional obligations and meet other classification criteria, we account for the warrants as an equity instrument. However, if the warrants contain conditional obligations, then we account for the warrants as a liability until the conditional obligations are met or are no longer relevant. Because no established market prices exist for the warrants that we issue in connection with our equity offerings, we must estimate the fair value of the warrants, which is as inherently subjective as it is for stock options, and for similar reasons as noted in the stock-based compensation section above. For financial instruments which are accounted for as a liability, we report any changes in their estimated fair values as gains or losses in our Consolidated Statement of Income. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20 “Debt – Debt with Conversion and Other Options.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASU Under ASU 2014-9, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASU 2014-09, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company anticipates generating revenues from rendering services to other third party customers for the development of certain drug products and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period. In the case of out-licensing contracts, the Company records revenues either upon achievement of certain pre-defined milestones, when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. |
Research Service Agreement between GMP and Oncotelic /Oncotelic Inc. ("Oncotelic Entities") | Research Service Agreement between GMP and Oncotelic /Oncotelic Inc. (“Oncotelic Entities”) In February 2020, Oncotelic Inc. and GMP entered into a research and services agreement (the “ Agreement Product Supplement |
Agreement with Autotelic BIO ("ATB") | Agreement with Autotelic BIO (“ATB”) Oncotelic Inc. had entered into a license agreement in February 2018 (the “ ATB Agreement Combined Product |
Research & Development Costs | Research & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense as and when incurred. |
Prior Period Reclassifications | Prior Period Reclassifications Certain amounts in prior periods may have been reclassified to conform with current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“ FASB ASU In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09 became effective on January 1, 2018. The ASU also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The Company adopted ASU 2015-14 during the three months ended March 31, 2020 as till then, no revenue was earned by the Company. In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential impact of the Update on its financial statements All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Changes in Fair Value of Derivative Liabilities | The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Balance at January 1, 2021 and 2020 $ 777,024 $ 540,517 New derivative liability - 870,268 Reclassification to additional paid in capital from conversion of debt to common stock (144,585 ) (368,811 ) Change in fair value 536,345 736,298 Balance at March 31, 2021 and 2020 $ 1,168,784 $ 1,778,272 |
Summary of Estimate Fair Value of Derivative Liabilities | The Company used the following assumptions to estimate fair value of the derivatives as of March 31, 2021 and 2020: March 31, 2021 Key Assumptions for fair value of conversions March 31, 2020 Key Assumptions for fair value of conversions Risk free interest 0.07% to 0.12 % 0.23% to 2.26 % Market price of share $ 0.36 $ 0.17 Life of instrument in years 1.06 – 1.35 2.06 - 2.35 Volatility 148.79 % 150.65 % Dividend yield 0 % 0 % |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following number of shares have been excluded from diluted loss since such inclusion would be anti-dilutive: Three Months Ended March 31, 2021 2020 Convertible notes 35,388,901 12,084,300 Stock options 3,941,301 6,135,284 Warrants 20,737,500 15,237,500 Potentially dilutive securities 60,067,702 33,457,084 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table summarizes the balances as of March 31, 2021 and December 31, 2020, of the intangible assets acquired, their useful life, and annual amortization: March 31, 2021 Remaining Estimated Intangible asset – Intellectual Property $ 819,191 16.75 Intangible asset – Capitalization of license cost 190,989 16.75 1,010,180 Less Accumulated Amortization (149,815 ) Total $ 860,365 December 31, 2020 Remaining Estimated Intangible asset – Intellectual Property $ 819,191 18.00 Intangible asset – Capitalization of license cost 190,989 18.00 1,010,180 Less Accumulated Amortization (136,974 ) Total $ 873,206 |
Schedule of Amortization of Expense for Intangible Assets | The future yearly amortization expense over the next five years and thereafter are as follows: For the years ended December 31, 2021 $ 38,524 2022 51,365 2023 51,365 2024 51,365 2025 51,365 Thereafter 616,381 $ 860,365 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expense consists of the following amounts: March 31, 2021 December 31, 2020 Accounts payable $ 2,782,013 $ 1,937,419 Accrued expense 812,247 798,386 $ 3,594,260 $ 2,735,805 March 31, 2021 December 31, 2020 Accounts payable – related party $ 365,323 $ 391,631 |
Convertible Debentures. Notes a
Convertible Debentures. Notes and Other Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debentures | As of March 31, 2021, special purchase agreements (SPAs) with convertible debentures and notes, net of debt discount and including accrued interest, if any, consist of the following amounts: March 31, 2021 Convertible debentures 10% Convertible note payable, due April 23, 2022 – Related Party 18,323 10% Convertible note payable, due April 23, 2022 – Bridge Investor 87,906 10% Convertible note payable, due August 6, 2022 – Bridge Investor 173,364 279,593 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 165,130 5% Convertible note payable – Related Party 266,858 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 266,378 5% Convertible note payable – CEO, CTO & CFO 87,282 5% Convertible note payable – Bridge Investors 178,822 964,470 Other Debt Short term debt from CEO 20,000 Other short term debt 120,000 140,000 Total of debentures, notes and other debt $ 1,384,063 As of December 31, 2020, convertible debentures and notes, net of debt discount, consist of the following amounts: December 31, 2020 Convertible debentures 10% Convertible note payable, due June 12, 2022 – Peak One $ - 10% Convertible note payable, due April 23, 2022 - TFK 39,065 10% Convertible note payable, due April 23, 2022 – Related Party 14,256 10% Convertible note payable, due April 23, 2022 – Bridge Investor 69,848 10% Convertible note payable, due August 6, 2022 – Bridge Investor 168,421 291,590 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 213,046 5% Convertible note payable – Related Party 263,733 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 263,253 5% Convertible note payable – CEO, CTO & CFO 86,257 5% Convertible note payable – Bridge Investors 176,722 1,003,011 Other Debt Short term debt from CFO 25,000 Short term debt from CEO 20,000 Other short term debt – Bridge Investor 50,000 95,000 Total of debentures, notes and other debt $ 1,389,601 |
Private Placement and JH Darb_2
Private Placement and JH Darbie Financing (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Private Placement And Jh Darbie Financing | |
Schedule of Funds Received Under the Subscription Agreement | As March 31, 2021 funds received under the JH Darbie Financing, net of debt discount, consist of the following amounts: March 31, 2021 Convertible promissory notes Subscription agreements - accredited investors $ 1,520,720 Subscription agreements – related party 85,664 Total convertible promissory notes $ 1,606,384 |
Schedule of Fair Value Warrants Estimated Using Black Scholes Valuation Model | The fair value of the warrants was estimated using a Black Scholes valuation models using the following input values: Expected Term 1.5 years Expected volatility 152.3%-164.8 % Risk-free interest rates 0.09%-0.11 % Dividend yields 0.00 % The fair value of the warrants was estimated using a Black Scholes valuation models using the following input values. Expected Term 1.5 years Expected volatility 168.5%-191.9 % Risk-free interest rates 0.12%-0.15 % Dividend yields 0.00 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Schedule of Compensation Based Stock Option Activity | Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: Weighted For the three months ended March 31, 2021 Average Shares Exercise Price Outstanding at January 1, 2021 3,941,301 $ 0.78 Outstanding at March 31, 2021 3,941,301 $ 0.78 For the year ended December 31, 2020 Weighted Average Shares Exercise Price Outstanding at January 1, 2020 6,145,044 $ 0.75 Expired or canceled (2,203,743 ) 0.70 Outstanding at December 31, 2020 3,941,301 $ 0.78 |
Schedule of Options to Purchase Shares of Common Stock Outstanding and Exercisable | The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at March 31, 2021: Weighted- Weighted- Average Outstanding Average Exercise Number Exercise prices Options Remaining Life Price Exercisable $ 0.22 1,750,000 7.22 $ 0.22 1,750,000 0.38 900,000 5.79 0.38 900,000 0.73 762,500 4.97 0.73 762,500 1.37 150,000 4.30 1.37 150,000 1.43 300,000 4.16 1.43 300,000 11.88 2,359 0.76 11.88 2,359 15.00 75,000 4.16 15.00 75,000 19.80 1,442 0.59 19.80 1,442 3,941,301 6.05 $ 0.78 3,941,301 |
Schedule of Warrants Activity | The issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, as of March 31, 2021 and December 31, 2020 are summarized as follows: Weighted- Average Shares Exercise Price Outstanding at January 1, 2021 18,702,500 $ 0.20 Issued during three months ended March 31, 2021 2,035,000 0.20 Outstanding at March 31, 2021 20,737,500 $ 0.20 Weighted- Average For the year ended December 31, 2020 Shares Exercise Price Outstanding at January 1, 2020 19,515,787 $ 0.60 Issued during the year ended December 31, 2020 17,215,000 0.20 Expired or cancelled (18,028,287 ) 0.63 Outstanding at December 31, 2020 18,702,500 $ 0.20 |
Schedule of Warrants Outstanding and Exercisable | The following table summarizes information about warrants outstanding and exercisable at March 31, 2021: Outstanding and exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Exercise Price Outstanding in Years Price Exercisable $ 0.20 1,487,500 2.08 $ 0.20 1,487,500 0.20 19,250,000 2.15 0.20 19,250,000 20,737,500 2.15 $ 0.20 20,737,500 |
Schedule of Black Scholes Valuation Allowance Model of Warrants | Expected Term 3 years Expected volatility 140.5 % Risk-free interest rates 1.40 % Dividend yields 0.00 % |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Net Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes as of March 31, 2021 and December 31, 2020 are as follows in thousands: March 31, 2021 December 31, 2020 Deferred tax assets: Stock-based compensation $ 1,164 $ 1,164 Assets 6,154 6,227 Liability accruals 239 173 R&D Credit 4,768 4,760 Capital Loss 528 528 Deferred state tax (2,139 ) (2,086 ) Net operating loss carry forward 55,542 56,090 Total gross deferred tax assets 66,256 66,856 Less - valuation allowance (66,256 ) (66,856 ) Net deferred tax assets $ - $ - |
Description of Business and B_2
Description of Business and Basis of Presentation (Details Narrative) - USD ($) | Feb. 25, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Jun. 25, 2020 | Jun. 24, 2020 |
Service revenue | $ 340,855 | ||||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Additional common stock issued | 20,000,000 | 20,000,000 | |||||||
Net losses | $ (2,803,080) | (4,657,894) | |||||||
Working capital | 12,100,000 | $ 12,100,000 | |||||||
Contingent liability | 2,600,000 | $ 2,600,000 | |||||||
Proceeds from private placement | 1,613,200 | ||||||||
Cash flows from operations | $ (1,251,500) | 31,473 | |||||||
Warrant term | 1 year 18 days | 1 year 18 days | |||||||
Common Stock [Member] | |||||||||
Common shares issued conversion of debt, shares | 278,187,847 | ||||||||
Preferred Stock [Member] | |||||||||
Number of shares issued | 278,188 | ||||||||
Common shares issued conversion of debt, shares | (278,188) | ||||||||
JH Darbie & Co., Inc. [Member] | |||||||||
Proceeds from private placement | $ 5,000,000 | ||||||||
Payment of direct placement fees | 700,000 | ||||||||
Placement agent fees | $ 650,000 | ||||||||
Warrant term | 5 years | 5 years | |||||||
Percentage of purchase units | 10.00% | ||||||||
JH Darbie & Co., Inc. [Member] | Minimum [Member] | |||||||||
Number of shares issued and sold | 40 | ||||||||
JH Darbie & Co., Inc. [Member] | Maximum [Member] | |||||||||
Number of shares issued and sold | 100 | ||||||||
GMP and Autotelic BIO [Member] | |||||||||
Service revenue | 300,000 | ||||||||
Supplemental Agreement [Member] | Golden Mountain Partners LLC [Member] | |||||||||
Payment for services | $ 1,200,000 | ||||||||
Service revenue | $ 900,000 | $ 300,000 | |||||||
Debt financing | $ 2,000,000 | ||||||||
Restated 2015 Equity Incentive Plan [Member] | Common Stock [Member] | |||||||||
Increase the number of shares of common stock available for issuance | 27,250,000 | 7,250,000 | |||||||
Increasing the maximum number of stock awards | 1,000,000 | 500,000 | |||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 150,000,000 | ||||||
Since Inception Date [Member] | |||||||||
Net losses | $ 24,400,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash equivalents | |||
Impairment losses on long-lived assets | |||
Impairment losses on intangible assets | |||
Impairment losses on goodwill | |||
Reimbursement of actual costs | 40,000 | ||
Revenue | $ 340,855 | ||
in-Vivo [Member] | |||
Revenue | 500,000 | ||
Oncotelic, Inc. [Member] | |||
Due to related parties | 500,000 | ||
ATB Agreement [Member] | Japan, China, Brazil, Mexico, Russia and Korea [Member] | |||
Marketing approval received value | 1,000,000 | ||
ATB Agreement [Member] | Germany, France, Spain, Italy and UK [Member] | |||
Marketing approval received value | 2,000,000 | ||
Golden Mountain Partners LLC [Member] | Research Service Agreement [Member] | |||
Service fees | 300,000 | ||
Golden Mountain Partners LLC [Member] | Supplement Research Service Agreement [Member] | |||
Service fees | 900,000 | ||
Autotelic BIO [Member] | ATB Agreement [Member] | |||
Revenue | $ 500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Changes in Fair Value of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 777,024 | $ 540,517 |
New derivative liability | 870,268 | |
Reclassification to additional paid in capital from conversion of debt to common stock | (144,585) | (368,811) |
Change in fair value | 536,345 | 736,298 |
Ending balance | $ 1,168,784 | $ 1,778,272 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Estimate Fair Value of Derivative Liabilities (Details) | 3 Months Ended | |
Mar. 31, 2021$ / shares | Mar. 31, 2020$ / shares | |
Market price per share | $ 0.36 | $ 0.17 |
Risk Free Interest Rate [Member] | Minimum [Member] | ||
Derivative liability, measurement input | 0.07 | 0.23 |
Risk Free Interest Rate [Member] | Maximum [Member] | ||
Derivative liability, measurement input | 0.12 | 2.26 |
Life of Instrument in Years [Member] | Minimum [Member] | ||
Derivative liability, measurement input term | 1 year 22 days | 2 years 22 days |
Life of Instrument in Years [Member] | Maximum [Member] | ||
Derivative liability, measurement input term | 1 year 4 months 6 days | 2 years 4 months 6 days |
Volatility [Member] | ||
Derivative liability, measurement input | 148.79 | 150.65 |
Dividend Yield [Member] | ||
Derivative liability, measurement input | 0 | 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Potentially dilutive securities | 60,067,702 | 33,457,084 |
Convertible Notes [Member] | ||
Potentially dilutive securities | 35,388,901 | 12,084,300 |
Stock Options [Member] | ||
Potentially dilutive securities | 3,941,301 | 6,135,284 |
Warrants [Member] | ||
Potentially dilutive securities | 20,737,500 | 15,237,500 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Goodwill | $ 21,062,453 | $ 21,062,455 | ||
Amortization of identifiable intangible assets | 12,841 | $ 81,701 | ||
In process research and development balance | 1,101,760 | $ 1,101,760 | ||
Merger Agreement [Member] | PointR [Member] | ||||
Goodwill | 16,182,456 | |||
Merger Agreement [Member] | Oncotelic [Member] | ||||
Goodwill | $ 4,879,999 | |||
Assignment and Assumption Agreement [Member] | Autotelic Inc., [Member] | ||||
Shares issued during the period for acquisition, shares | 204,798 | |||
Shares issued during the period for acquisition | $ 819,191 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Intangible asset, gross | $ 1,010,180 | $ 1,010,180 |
Less Accumulated Amortization | (98,449) | (136,974) |
Intangible asset, net | 860,365 | 873,206 |
Intellectual Property [Member] | ||
Intangible asset, gross | $ 819,191 | $ 819,191 |
Remaining estimated useful life (years) | 16 years 9 months | 18 years |
Capitalization of License Cost [Member] | ||
Intangible asset, gross | $ 190,989 | $ 190,989 |
Remaining estimated useful life (years) | 16 years 9 months | 18 years |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Amortization of Expense for Intangible Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 38,524 | |
2022 | 51,365 | |
2023 | 51,365 | |
2024 | 51,365 | |
2025 | 51,365 | |
Thereafter | 616,381 | |
Intangible asset, net | $ 860,365 | $ 873,206 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 2,782,013 | $ 1,937,419 |
Accrued expense | 812,247 | 798,386 |
Accounts payable and accrued liabilities | 3,594,260 | 2,735,805 |
Accounts payable - related party | $ 365,323 | $ 391,631 |
Convertible Debentures, Notes_2
Convertible Debentures, Notes and Other Debt (Details Narrative) - USD ($) | Dec. 31, 2020 | Nov. 05, 2019 | Nov. 05, 2019 | Aug. 06, 2019 | Jun. 12, 2019 | Apr. 23, 2019 | Apr. 23, 2019 | Apr. 17, 2019 | Jun. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | Apr. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 30, 2020 |
Debt Instrument [Line Items] | |||||||||||||||||
Convertible notes gross | $ 1,000,000 | ||||||||||||||||
Initial debt discount | 800,140 | ||||||||||||||||
Amortization expense related to debt discount | 54,572 | $ 359,971 | |||||||||||||||
Unamortized debt discount | $ 200,000 | 120,000 | $ 200,000 | ||||||||||||||
Beneficial conversion feature, total | 605,719 | ||||||||||||||||
Change in fair value of derivative liability | (536,345) | (736,298) | |||||||||||||||
Amortization of OID and debt issuance costs | 421,217 | 1,148,305 | |||||||||||||||
Non-cash compensation expense | 2,147,591 | ||||||||||||||||
Loss on convesrion of debt | (27,504) | (124,598) | |||||||||||||||
Accrued interest | 1,003,011 | 964,470 | |||||||||||||||
TFK Investments, LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Convertible notes gross | 0 | ||||||||||||||||
Derivative liability | 109,000 | 145,000 | 109,000 | ||||||||||||||
Change in fair value of derivative liability | 38,000 | ||||||||||||||||
Principal amount | 67,000 | $ 65,000 | $ 67,000 | ||||||||||||||
Conversion of debt, shares | 657,200 | 1,950,000 | |||||||||||||||
Conversion of debt, amount | $ 210,000 | $ 133,430 | |||||||||||||||
Loss on convesrion of debt | $ 2,000 | ||||||||||||||||
Tranche One [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Conversion of debt, shares | 2,581,945 | ||||||||||||||||
Conversion of debt, amount | $ 200,000 | ||||||||||||||||
Tranche Two [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Conversion of debt, shares | 2,000,000 | ||||||||||||||||
Conversion of debt, amount | $ 200,000 | ||||||||||||||||
Fall 2019 Debt Financing [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Gross proceeds from convertible debt | $ 500,000 | ||||||||||||||||
Debt financing | $ 1,000,000 | ||||||||||||||||
Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt discount | 0 | ||||||||||||||||
Debt instrument, conversion description | The Majority Holders have the right, at any time not more than five (5) days following the Maturity Date, to elect to convert all, and not less than all, of the outstanding accrued and unpaid interest and principal on the Fall 2019 Notes. The Fall 2019 Notes may be converted, at the election of the Majority Holders, either (a) into shares of the Company's Common Stock at a conversion price of $0.18 per share, or (b) into shares of common stock of the Edgepoint, at a conversion price of $5.00 (based on a $5.0 million pre-money valuation) of Edgepoint and 1,000,000 shares outstanding. | ||||||||||||||||
Beneficial conversion feature, total | 222,222 | ||||||||||||||||
Amortization of OID and debt issuance costs | 0 | 55,556 | |||||||||||||||
Debt interest rate | 5.00% | ||||||||||||||||
Description on debt instrument | All amounts outstanding under the Fall 2019 Notes become due and payable upon the approval of the holders of a majority of the principal amount of outstanding Fall 2019 Notes (the "Majority Holders") on or after (a) November 23, 2020 or (b) the occurrence of an event of default (either, the "Maturity Date"). The Company may prepay the Fall 2019 Notes at any time. Events of default under the Fall 2019 Notes include failure to make payments under the Fall 2019 Notes within thirty (30) days of the date due, failure to observe of the Fall 2019 Note Purchase Agreement or Fall 2019 Notes which is not cured within thirty (30) days of notice of the breach, bankruptcy, or a change in control of the Company (as defined in the Fall 2019 Note Purchase Agreement). | ||||||||||||||||
Interest expense | 11,458 | ||||||||||||||||
Paycheck Protection Program Promissory Note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Accrued interest | 251,733 | 252,349 | |||||||||||||||
GMP Note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt issuance cost | $ 2,000,000 | ||||||||||||||||
Debt interest rate | 2.00% | ||||||||||||||||
Accrued interest | 2,030,356 | 2,000,000 | |||||||||||||||
Debt financing | $ 2,000,000 | ||||||||||||||||
Debt term | 1 year | ||||||||||||||||
Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt discount | $ 20,000 | 0 | |||||||||||||||
Debt instrument, conversion description | (i) a conversion price, during the first 180 days, of $0.10 per share (the "Fixed Price"), and then (2) at the lower of the Fixed Price or 65% of the Company's lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. The Company has agreed to at all times, reserve and keep available out of its authorized Common Stock a number of shares equal to at least two times the full number of the Tranche #1 Conversion Shares. The Company may redeem the Convertible Note at rates of 110% to 140% over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||||||||
Beneficial conversion feature, total | $ 84,570 | ||||||||||||||||
Principal amount | 200,000 | ||||||||||||||||
Aggregate purchase price | $ 400,000 | ||||||||||||||||
Number of restricted stock issued | 350,000 | ||||||||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||||||||
Description of violation or event of default | Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. | ||||||||||||||||
Beneficial conversion feature, excluding discount | $ 52,285 | ||||||||||||||||
Number of restricted stock issued, value | 32,285 | ||||||||||||||||
Amortization of OID and debt issuance costs | 0 | ||||||||||||||||
Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 400,000 | ||||||||||||||||
Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 0 | ||||||||||||||||
Convertible Debt [Member] | TFK Investments, LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt discount | $ 20,000 | $ 20,000 | |||||||||||||||
Debt instrument, conversion description | (i) a conversion price, during the first 180 days, of $0.10 per share (the "Fixed Price"), and then (2) at the lower of the Fixed Price or 65% of the Company's lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. The Company has agreed to at all times reserve and keep available out of its authorized Common Stock a number of shares equal to at least two times the full number of the TFK Conversion Shares. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||||||||
Beneficial conversion feature, total | $ 84,570 | ||||||||||||||||
Principal amount | $ 200,000 | 200,000 | |||||||||||||||
Number of restricted stock issued | 350,000 | ||||||||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||
Debt issuance cost | $ 5,000 | 5,000 | |||||||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||||||||
Description of violation or event of default | Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. | ||||||||||||||||
Beneficial conversion feature, excluding discount | $ 52,285 | ||||||||||||||||
Number of restricted stock issued, value | $ 32,285 | ||||||||||||||||
Amortization of OID and debt issuance costs | 3,015 | ||||||||||||||||
Common stock percentage | 65.00% | ||||||||||||||||
Conversion of debt, shares | 300,000 | ||||||||||||||||
Non-cash compensation expense | $ 60,000 | ||||||||||||||||
Conversion price per share | $ 0.10 | $ 0.10 | |||||||||||||||
Convertible Debt [Member] | TFK Investments, LLC [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||
Convertible Debt [Member] | TFK Investments, LLC [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||||||||
Convertible Debt [Member] | Tranche One [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Common stock percentage | 65.00% | ||||||||||||||||
Conversion of debt, shares | 300,000 | ||||||||||||||||
Non-cash compensation expense | $ 60,000 | ||||||||||||||||
Convertible Debt [Member] | Tranche One [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 600,000 | ||||||||||||||||
Convertible Debt [Member] | Third Tranche [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 200,000 | ||||||||||||||||
Convertible Debt [Member] | Tranche Two [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt discount | 20,000 | ||||||||||||||||
Beneficial conversion feature, total | 180,000 | ||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||
Number of restricted stock issued | 350,000 | ||||||||||||||||
Maturity date | Jun. 12, 2022 | ||||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||
Debt issuance cost | $ 1,000 | ||||||||||||||||
Net proceeds from convertible debt | 179,000 | ||||||||||||||||
Beneficial conversion feature, excluding discount | 132,091 | ||||||||||||||||
Number of restricted stock issued, value | $ 47,909 | ||||||||||||||||
Amortization of OID and debt issuance costs | 0 | ||||||||||||||||
Bridge Investor [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Payment of related party debt | 50,000 | ||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 400,000 | ||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Peak One and TFK Financing [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Derivative liability | $ 777,000 | 777,000 | |||||||||||||||
Beneficial conversion feature, total | 232,000 | ||||||||||||||||
Change in fair value of derivative liability | 536,346 | ||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Peak One and TFK Financing [Member] | Common Stock [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Derivative liability | 144,585 | 369,000 | |||||||||||||||
Vuong Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt discount | $ 16,444 | 16,444 | $ 16,444 | ||||||||||||||
Principal amount | $ 164,444 | $ 164,444 | 164,444 | ||||||||||||||
Net proceeds from convertible debt | $ 148,000 | ||||||||||||||||
Amortization of OID and debt issuance costs | 18,058 | ||||||||||||||||
Vuong Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Bridge Investor [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, conversion description | Amounts due under the Convertible Note may also be converted into shares (the "Trieu Conversion Shares") of the Company's Common Stock at any time, at the option of the holder, at a conversion price of $0.10 per share (the "Fixed Price"), at the lower of the Fixed Price or 65% of the Company's lowest traded price after the 180th day or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. The Company has agreed to at all times reserve and keep available out of its authorized Common Stock a number of shares equal to at least two times the full number of Conversion Shares. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||||||||
Beneficial conversion feature, total | $ 131,555 | ||||||||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||
Net proceeds from convertible debt | $ 148,000 | ||||||||||||||||
Description of violation or event of default | Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. | ||||||||||||||||
Vuong Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||
Vuong Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||||||||
Dr. Vuong Trieu [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 250,000 | ||||||||||||||||
Gross proceeds from convertible debt | 500,000 | ||||||||||||||||
Due to related parties | 35,000 | ||||||||||||||||
Stephen Boesch [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 250,000 | ||||||||||||||||
Gross proceeds from convertible debt | 500,000 | ||||||||||||||||
Due to related parties | 35,000 | ||||||||||||||||
Dr. Sanjay Jha [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 250,000 | ||||||||||||||||
Chulho Park [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Due to related parties | 27,000 | ||||||||||||||||
Amit Shah [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Due to related parties | 20,000 | ||||||||||||||||
Two Affiliated Accredited Investors [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 168,000 | ||||||||||||||||
Silicon Valley Bank [Member] | Paycheck Protection Program Promissory Note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 250,000 | ||||||||||||||||
Debt, discription | The PPP provides loans to qualifying businesses in amounts up to 2.5 times the average monthly payroll expenses and was designed to provide direct financial incentive to qualifying businesses to keep their workforce employed during the Coronavirus crisis. PPP Loans are uncollateralized and guaranteed by the SBA and are forgivable after a "covered period" (8 weeks or 24 weeks) as long as the borrower maintains its payroll levels and uses the loan proceeds for eligible expenses, including payroll, benefits, mortgage interest, rent and utilities. The forgiveness amount will be reduced if the borrower terminates employees or reduces salaries and wages more than 25% during the covered period. Any unforgiven portion is payable over 2 years if issued before, or 5 years if issued after, June 5, 2020 at an interest rate of 1% with payments deferred until the SBA remits the borrowers loan forgiveness amount to the lender, or if the borrower does not apply for forgiveness, 10 months after the covered period. | ||||||||||||||||
Debt interest rate | 1.00% | ||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Due to related parties | 120,000 | ||||||||||||||||
Payment of related party debt | $ 70,000 | $ 50,000 | |||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from short term loans | 25,000 | ||||||||||||||||
Peak One and TFK Financing [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Amortization expense related to debt discount | 163,855 | ||||||||||||||||
Additional amortization | 24,491 | ||||||||||||||||
Unamortized debt discount | 258,000 | ||||||||||||||||
Debt instrument, conversion description | All the above notes issued to Peak One, TFK, our CEO and the bridge investors reached the 180 days prior to the end of the three months ended March 31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 65% of the Company's lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. | ||||||||||||||||
Derivative liability | $ 870,000 | ||||||||||||||||
Tranche One [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt discount | $ 3,556 | $ 3,556 | |||||||||||||||
Debt instrument, conversion description | (i) a conversion price, during the first 180 days, of $0.10 per share (the "Fixed Price"), and then (2) at the lower of the Fixed Price or 65% of the Company's lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||||||||
Beneficial conversion feature, total | 28,445 | ||||||||||||||||
Principal amount | $ 35,556 | $ 35,556 | |||||||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||||||||
Net proceeds from convertible debt | $ 32,000 | 4,066 | |||||||||||||||
Description of violation or event of default | Upon the occurrence of certain events of default, the Buyer, among other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. | ||||||||||||||||
Conversion price per share | $ 0.10 | $ 0.10 | |||||||||||||||
Tranche One [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||
Tranche One [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||||||||
Tranche 2 [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt discount | $ 20,000 | $ 26,636 | |||||||||||||||
Debt instrument, conversion description | Amounts due under Tranche #1 may also be converted into Bridge Conversion Shares of the Company's Common Stock at any time, at the option of the holder, at a conversion price equal to the Fixed Price, at the lower of the Fixed Price or 65% of the Company's lowest traded price after the 180th day or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | All the above notes issued to Peak One, TFK, our CEO and the bridge investors reached the 180 days prior to the end of the three months ended March 31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 65% of the Company's lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. | |||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||
Maturity date | Aug. 6, 2022 | ||||||||||||||||
Debt issuance cost | $ 5,000 | ||||||||||||||||
Net proceeds from convertible debt | $ 175,000 | $ 4,943 | |||||||||||||||
Description of violation or event of default | Upon the occurrence of certain events of default, the Buyer, among other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. | ||||||||||||||||
Tranche 2 [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||
Tranche 2 [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 110.00% |
Convertible Debentures, Notes_3
Convertible Debentures, Notes and Other Debt - Schedule of Convertible Debentures (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Other debt | $ 140,000 | $ 95,000 |
Other short term borrowings | 120,000 | |
Total of debentures, notes and other debt | 1,384,063 | 1,389,601 |
Bridge Investor [Member] | ||
Other debt | 50,000 | |
5% Convertible Note Payable - Stephen Boesch [Member] | ||
Convertible note payable | 165,130 | 213,046 |
5% Convertible Note Payable - Related Party [Member] | ||
Convertible note payable | 266,858 | 263,733 |
5% Convertible Note Payable - Dr Sanjay Jha (Through His Family Trust) [Member] | ||
Convertible note payable | 263,253 | |
5% Convertible Note Payable - CEO, CTO & CFO [Member] | ||
Convertible note payable | 87,282 | 86,257 |
5% Convertible Note Payable - Bridge Investors [Member] | ||
Convertible note payable | 178,822 | 176,722 |
5% Convertible Note Payable [Member] | ||
Convertible note payable | 964,470 | 1,003,011 |
Chief Financial Officer [Member] | ||
Other debt | 20,000 | 25,000 |
Chief Executive Officer [Member] | ||
Other debt | 20,000 | |
5% Convertible Note Payable - Sanjay Jha (Through His Family Trust) [Member] | ||
Convertible note payable | 266,378 | |
10% Convertible Note Payable, Due June 12, 2022 [Member] | Peak One Opportunity Fund, L.P [Member] | ||
Convertible note payable | ||
10% Convertible Note Payable, Due April 23, 2022 [Member] | Bridge Investor [Member] | ||
Convertible note payable | 87,906 | 69,848 |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Related Party [Member] | ||
Convertible note payable | 18,323 | 14,256 |
10% Convertible Note Payable, Due April 23, 2022 [Member] | TFK Investments, LLC [Member] | ||
Convertible note payable | 39,065 | |
10% Convertible Note Payable, Due August 6, 2022 [Member] | Bridge Investor [Member] | ||
Convertible note payable | 173,364 | 168,421 |
10% Convertible Note Payable [Member] | ||
Convertible note payable | $ 279,593 | $ 291,590 |
Convertible Debentures, Notes_4
Convertible Debentures, Notes and Other Debt - Schedule of Convertible Debentures (Details) (Parenthetical) | Mar. 31, 2021 | Dec. 31, 2020 |
5% Convertible Note Payable - Stephen Boesch [Member] | ||
Interest rate | 5.00% | 5.00% |
5% Convertible Note Payable - Related Party [Member] | ||
Interest rate | 5.00% | 5.00% |
5% Convertible Note Payable - Dr Sanjay Jha (Through His Family Trust) [Member] | ||
Interest rate | 5.00% | |
5% Convertible Note Payable - CEO, CTO & CFO [Member] | ||
Interest rate | 5.00% | 5.00% |
5% Convertible Note Payable - Bridge Investors [Member] | ||
Interest rate | 5.00% | 5.00% |
5% Convertible Note Payable - Sanjay Jha (Through His Family Trust) [Member] | ||
Interest rate | 5.00% | |
10% Convertible Note Payable, Due June 12, 2022 [Member] | Peak One Opportunity Fund, L.P [Member] | ||
Interest rate | 10.00% | |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Bridge Investor [Member] | ||
Interest rate | 10.00% | 10.00% |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Related Party [Member] | ||
Interest rate | 10.00% | 10.00% |
10% Convertible Note Payable, Due April 23, 2022 [Member] | TFK Investments, LLC [Member] | ||
Interest rate | 10.00% | |
10% Convertible Note Payable, Due August 6, 2022 [Member] | Bridge Investor [Member] | ||
Interest rate | 10.00% | 10.00% |
Private Placement and JH Darb_3
Private Placement and JH Darbie Financing (Details Narrative) - USD ($) | Feb. 25, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Warrants to purchase common stock | 20,737,500 | |||
Warrant term | 1 year 18 days | |||
Non-controlling interests in Edgepoint | $ (319,557) | |||
Additional paid-in capital | 30,690,013 | $ 32,493,086 | ||
Initial debt discount | 120,000 | $ 200,000 | ||
Amortization of debt discount and debt issuance costs | 54,572 | 359,971 | ||
Interest Expense [Member] | ||||
Amortization of debt discount and debt issuance costs | 373,949 | $ 0 | ||
Convertible Debt Instrument [Member] | ||||
Initial debt discount | 700,000 | |||
Offering [Member] | ||||
Issuance cost | 650,000 | |||
Legal costs | $ 39,000 | |||
Edgepoint Common Stock [Member] | Warrants [Member] | ||||
Warrants to purchase common stock | 50,000 | |||
Warrant exercise price per share | $ 1 | |||
Edgepoint Common Stock [Member] | One Convertible Promissory Note [Member] | ||||
Conversion of debt, price per share | $ 1 | |||
Edgepoint Common Stock [Member] | One Convertible Promissory Note [Member] | Maximum [Member] | ||||
Conversion of debt, shares | 25,000 | |||
Mateon Common Stock [Member] | Warrants [Member] | ||||
Warrant exercise price per share | $ 0.20 | |||
Warrant term | 3 years | |||
Mateon Common Stock [Member] | One Convertible Promissory Note [Member] | ||||
Conversion of debt, price per share | $ 0.18 | |||
Mateon Common Stock [Member] | One Convertible Promissory Note [Member] | Maximum [Member] | ||||
Conversion of debt, shares | 138,889 | |||
JH Darbie & Co., Inc. [Member] | ||||
Warrant term | 5 years | |||
JH Darbie & Co., Inc. [Member] | Warrants [Member] | Private Placement [Member] | ||||
Warrants to purchase common stock | 2,035,000 | 3,464,000 | ||
Warrant exercise price per share | $ 0.20 | $ 0.20 | ||
Fair value per share | $ .20 | $ .20 | ||
Additional paid-in capital | $ 700,000 | $ 400,000 | ||
JH Darbie & Co., Inc. [Member] | Maximum [Member] | ||||
Number of shares issued and sold | 100 | |||
Placement Agent [Member] | ||||
Number of shares issued and sold | 10 | |||
Conversion of debt, price per share | $ 0.18 | |||
Percentage of units granted | 10.00% | |||
Debt instrument maturity term | Mar. 31, 2022 | |||
Coupon | 16.00% | |||
Debt instrument conversion term | Convertible at the option of the holder at any time in the Company's common stock or Edge Point's common share. | |||
Placement Agent [Member] | Edgepoint Common Stock [Member] | ||||
Conversion of debt, price per share | $ 1 | |||
Non-controlling interests in Edgepoint | $ 1,000,000 | |||
Subscription Agreements [Member] | Edgepoint AI, Inc [Member] | ||||
Number of shares issued during the period | 25,000 | |||
Stock value, price per share | $ 1 | |||
Subscription Agreements [Member] | Accredited Investors [Member] | ||||
Number of shares issued and sold | 100 | |||
Gross proceeds from private placement | $ 5,000,000 |
Private Placement and JH Darb_4
Private Placement and JH Darbie Financing - Schedule of Funds Received Under the Subscription Agreement (Details) | Mar. 31, 2021USD ($) |
Convertible promissory notes | $ 1,000,000 |
Subscription Agreements [Member] | |
Convertible promissory notes | 1,606,384 |
Subscription Agreements [Member] | Accredited Investors [Member] | |
Convertible promissory notes | 1,520,720 |
Subscription Agreements [Member] | Related Party [Member] | |
Convertible promissory notes | $ 85,664 |
Private Placement and JH Darb_5
Private Placement and JH Darbie Financing - Schedule of Fair Value Warrants Estimated Using Black Scholes Valuation Model (Details) - Warrants [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Expected Term | 1 year 6 months | 1 year 6 months |
Dividend yields | 0.00% | 0.00% |
Minimum [Member] | ||
Expected volatility | 152.30% | 168.50% |
Risk-free interest rates | 0.09% | 0.12% |
Maximum [Member] | ||
Expected volatility | 164.80% | 191.90% |
Risk-free interest rates | 0.11% | 0.15% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 09, 2020 | Apr. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 30, 2020 | Apr. 23, 2019 |
Agreement related expenses | $ 45,000 | ||||||
Original issue discount | 120,000 | $ 200,000 | |||||
Short-term debt | $ 140,000 | $ 95,000 | |||||
Common stock par value | $ 0.01 | $ 0.01 | |||||
Chief Executive Officer [Member] | |||||||
Payments of related party debt | $ 70,000 | $ 50,000 | |||||
Shares issued during the period for private placing, shares | 5 | ||||||
Shares issued during the period for private placing | $ 250,000 | ||||||
Short-term debt | $ 20,000 | ||||||
Chief Executive Officer [Member] | Fall 2019 Note [Member] | |||||||
Principal amount | $ 250,000 | ||||||
Debt conversion amount | 35,000 | ||||||
Autotelic Inc., [Member] | |||||||
Short-term debt | $ 120,000 | ||||||
Master Service Agreement [Member] | Autotelic Inc., [Member] | |||||||
Agreement related expenses | $ 77,000 | $ 232,806 | |||||
Master Service Agreement [Member] | Autotelic Inc., [Member] | Vuong Trieu [Member] | Maximum [Member] | |||||||
Equity ownership percentage | 10.00% | ||||||
Securities Purchase Agreement [Member] | Vuong Trieu [Member] | Convertible Debt [Member] | |||||||
Principal amount | 164,444 | $ 164,444 | |||||
Original issue discount | 16,444 | $ 16,444 | |||||
Net proceeds from convertible debt | $ 148,000 | ||||||
Artius Consulting Agreement [Member] | Board of Directors [Member] | 2017 Equity Incentive Plan [Member] | |||||||
Equity ownership percentage | 30.00% | ||||||
Agreement related expenses | |||||||
Number of restricted shares | 148,837 | ||||||
Debt description | The Artius Agreement contemplates that Mr. King will generally provide his services at a rate of $237 per hour, not to exceed 44 hours per month and payable monthly, and to reimburse Mr. King for reasonable and necessary expenses incurred by him or Artius in connection with providing services to the Company. | ||||||
Common stock par value | $ 1 | ||||||
Maida Consulting Agreement [Member] | Dr. Maida [Member] | |||||||
Number of restricted shares | 400,000 | ||||||
Debt description | The Company will also pay Dr. Maida $15,000 per month for a minimum of 20 hours per week, in in addition to reimbursement of reasonable and necessary expenses incurred by Dr. Maida in connection with his services to the Company. | ||||||
Common stock par value | $ 0.20 | ||||||
Number of restricted shares, shares | $ 80,000 | ||||||
Vested date | May 5, 2021 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - shares | 1 Months Ended | 3 Months Ended | ||||
Jan. 31, 2021 | Mar. 31, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | Apr. 30, 2019 | Mar. 31, 2021 | |
Common Stock [Member] | ||||||
Common shares issued for settlement of accounts payable | 278,187,847 | |||||
Preferred Stock [Member] | ||||||
Common shares issued for settlement of accounts payable | (278,188) | |||||
Number of shares issued during the period | 278,188 | |||||
Oncotelic [Member] | Merger Agreement [Member] | Series A Preferred Stock [Member] | ||||||
Common shares issued for settlement of accounts payable | 193,713 | |||||
Number of shares issued during the period | 77,154 | |||||
PointR [Member] | Merger Agreement [Member] | Series A Preferred Stock [Member] | ||||||
Common shares issued for settlement of accounts payable | 11,135,935 | |||||
Number of shares issued during the period | 84,475 | |||||
TFK Investments, LLC [Member] | ||||||
Number of shares issued during the period | 657,200 | 750,000 | ||||
TFK Investments, LLC [Member] | Convertible Notes Payable [Member] | ||||||
Number of shares issued during the period | 1,012,145 | |||||
TFK Investments, LLC [Member] | Series A Preferred Stock [Member] | ||||||
Convertible preferred stock, shares issued upon conversion | 278,187,847 | |||||
TFK Investments, LLC [Member] | Common Stock [Member] | ||||||
Convertible preferred stock, shares issued upon conversion | 278,188 | |||||
TFK Investments, LLC [Member] | Preferred Stock [Member] | ||||||
Convertible preferred stock, shares issued upon conversion | 278,188 | |||||
Peak One [Member] | ||||||
Number of shares issued during the period | 500,000 | 500,000 | ||||
Peak One [Member] | Convertible Notes Payable [Member] | ||||||
Number of shares issued during the period | 1,200,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 29, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Common stock par value | $ 0.01 | $ 0.01 | ||
Options exercisable term | 10 years | |||
Options vesting period | 3 years | |||
Aggregate intrinsic value of options | $ 0 | $ 0 | ||
Weighted average fair value | $ 0.36 | $ 0.22 | ||
Number of share-based payment award, accelerated vesting | 0 | |||
Warrants issued | 2,035,000 | 13,750,000 | ||
Warrants excersiable term | 1 year 18 days | |||
Fair Value of Warrants | $ 467,637 | |||
Reissuance of warrants | 13,750,000 | |||
Compensation cost | $ 2,100,000 | $ 2,100,000 | ||
2017 Equity Incentive Plan [Member] | Maximum [Member] | ||||
Number of common stock issued to awards | 2,000,000 | |||
2015 and 2005 Equity Incentive Plan [Member] | Maximum [Member] | ||||
Number of common stock issued to awards | 7,250,000 | |||
2015 Equity Incentive Plan [Member] | ||||
Number of common stock issued to awards | 20,000,000 | |||
2015 Equity Incentive Plan [Member] | ||||
Common stock par value | $ 0.01 | |||
common stock available for issuance | 27,250,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Compensation Based Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | ||
Options Outstanding, Beginning Balance | 3,941,301 | 6,145,044 |
Options Outstanding, Expired or canceled | (2,203,743) | |
Options Outstanding, Ending Balance | 3,941,301 | 3,941,301 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 0.78 | $ 0.75 |
Weighted Average Exercise Price, Expired or canceled | 0.70 | |
Weighted Average Exercise Price Outstanding, Ending Balance | $ 0.78 | $ 0.78 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Options to Purchase Shares of Common Stock Outstanding and Exercisable (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Outstanding Options | 3,941,301 |
Weighted Average Remaining Life In Years | 6 years 18 days |
Weighted-Average Exercise Price | $ / shares | $ 0.78 |
Number Exercisable | 3,941,301 |
Exercise Price One [Member] | |
Exercise Prices | $ / shares | $ 0.22 |
Number of Outstanding Options | 1,750,000 |
Weighted Average Remaining Life In Years | 7 years 2 months 19 days |
Weighted-Average Exercise Price | $ / shares | $ 0.22 |
Number Exercisable | 1,750,000 |
Exercise Price Two [Member] | |
Exercise Prices | $ / shares | $ 0.38 |
Number of Outstanding Options | 900,000 |
Weighted Average Remaining Life In Years | 5 years 9 months 14 days |
Weighted-Average Exercise Price | $ / shares | $ 0.38 |
Number Exercisable | 900,000 |
Exercise Price Three [Member] | |
Exercise Prices | $ / shares | $ 0.73 |
Number of Outstanding Options | 762,500 |
Weighted Average Remaining Life In Years | 4 years 11 months 19 days |
Weighted-Average Exercise Price | $ / shares | $ 0.73 |
Number Exercisable | 762,500 |
Exercise Price Four [Member] | |
Exercise Prices | $ / shares | $ 1.37 |
Number of Outstanding Options | 150,000 |
Weighted Average Remaining Life In Years | 4 years 3 months 19 days |
Weighted-Average Exercise Price | $ / shares | $ 1.37 |
Number Exercisable | 150,000 |
Exercise Price Five [Member] | |
Exercise Prices | $ / shares | $ 1.43 |
Number of Outstanding Options | 300,000 |
Weighted Average Remaining Life In Years | 4 years 1 month 27 days |
Weighted-Average Exercise Price | $ / shares | $ 1.43 |
Number Exercisable | 300,000 |
Exercise Price Six [Member] | |
Exercise Prices | $ / shares | $ 11.88 |
Number of Outstanding Options | 2,359 |
Weighted Average Remaining Life In Years | 9 months 3 days |
Weighted-Average Exercise Price | $ / shares | $ 11.88 |
Number Exercisable | 2,359 |
Exercise Price Seven [Member] | |
Exercise Prices | $ / shares | $ 15 |
Number of Outstanding Options | 75,000 |
Weighted Average Remaining Life In Years | 4 years 1 month 27 days |
Weighted-Average Exercise Price | $ / shares | $ 15 |
Number Exercisable | 75,000 |
Exercise Price Eight [Member] | |
Exercise Prices | $ / shares | $ 19.8 |
Number of Outstanding Options | 1,442 |
Weighted Average Remaining Life In Years | 7 months 2 days |
Weighted-Average Exercise Price | $ / shares | $ 19.80 |
Number Exercisable | 1,442 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Warrants Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | ||
Number of Stock Options Outstanding, beginning balance | 18,702,500 | 19,515,787 |
Number of Stock Options, Issued | 2,035,000 | 17,215,000 |
Number of Stock Options, Expired or cancelled | (18,028,287) | |
Number of Stock Options Outstanding, ending balance | 20,737,500 | 18,702,500 |
Weighted-Average Exercise Price, Outstanding, beginning balance | $ 0.20 | $ 0.60 |
Weighted-Average Exercise Price, Issued | 0.20 | 0.20 |
Weighted-Average Exercise Price, Expired or cancelled | 0.63 | |
Weighted-Average Exercise Price, Outstanding, ending balance | $ 0.20 | $ 0.20 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Warrants Outstanding and Exercisable (Details) | Mar. 31, 2021$ / sharesshares |
Warrants Outstanding, Number of Warrants | 20,737,500 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 1 year 18 days |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 20,737,500 |
Exercise Price One [Member] | Warrants [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 1,487,500 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 29 days |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 1,487,500 |
Exercise Price Two [Member] | Warrants [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 19,250,000 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 1 month 24 days |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 19,250,000 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Black Scholes Valuation Allowance Model of Warrants (Details) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2021 | |
Expected term | 3 years |
Expected volatility | 140.50% |
Risk-free interest rates | 1.40% |
Dividend yields | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Gross deferred tax assets | $ 66,256,000 | $ 66,856,000 |
Net operating loss expiration year | 2038 | |
Federal [Member] | ||
Operating loss carry-forwards | $ 232,300,000 | 237,700,000 |
Tax credit | $ 3,300,000 | |
Net operating loss expiration year | will expire in 2021 | |
State [Member] | ||
Operating loss carry-forwards | $ 72,600,000 | $ 69,800,000 |
Net operating loss expiration year | Expire in various amounts from 2028 through 2040 | |
State [Member] | CALIFORNIA [Member] | ||
Tax credit | $ 1,400,000 | |
Net operating loss expiration year | no expiration date |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 1,164,000 | $ 1,164,000 |
Assets | 6,154,000 | 6,227,000 |
Liability accruals | 239,000 | 173,000 |
R&D Credit | 4,768,000 | 4,760,000 |
Capital Loss | 528,000 | 528,000 |
Deferred state tax | (2,139,000) | (2,086,000) |
Net operating loss carry forward | 55,542,000 | 56,090,000 |
Total gross deferred tax assets | 66,256,000 | 66,856,000 |
Less - valuation allowance | (66,256,000) | (66,856,000) |
Net deferred tax assets |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Contingent liability | $ 2,600,000 |
Merger Agreement [Member] | PointR Data, Inc [Member] | |
Purchase price consideration | 17,831,427 |
Contingent liability | $ 2,625,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 750,000,000 | 150,000,000 | |
Subsequent Event [Member] | Peak One Equity Purchase Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Percentage payment from market price | 91.00% | ||
Subsequent Event [Member] | Peak One Equity Purchase Agreement [Member] | Peak One Opportunity Fund, L.P [Member] | |||
Subsequent Event [Line Items] | |||
Maximum purchase commitment, amount | $ 10,000,000 | ||
Common stock, par value | $ 0.01 | ||
Purchase commitment, description | Under the Agreement and subject to the Maximum Commitment Amount, the Company has the right, but not the obligation, to submit Put Notices (as defined in the Agreement) to Peak One (i) in a minimum amount not less than $20,000.00 and (ii) in a maximum amount up to the lesser of (a) $1.0 million or (b) 250% of the Average Daily Trading Value (as defined in the Agreement). | ||
Subsequent Event [Member] | Peak One Equity Purchase Agreement [Member] | Peak One and Peak One Investments, LLC [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, shares authorized | 250,000 |