UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

March 31, 2019

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________________ to __________________

Commission file number 000-52218

 

ONCBIOMUNE PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada 20-2590810

(State or Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer

Incorporation or Organization)

Identification No.)

 

11441 Industriplex Blvd, Suite 190

Baton Rouge, LA

 70809
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code:(225) 227-2384

 

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):Act:

 

Large accelerated filer [  ]Accelerated filer [  ]
Non-accelerated filer [  ]Smaller reporting company [X]
Emerging growth company
[  ][  ][X][X][X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
N/AN/AN/A

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 244,708,430295,204,278 shares as of August 14, 2018.May 11, 2019.

 

 

 

 
 

 

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

Form 10-Q

June 30, 2018March 31, 2019

 

TABLE OF CONTENTS

 

 Page
 PART I - FINANCIAL INFORMATION 
   
Item 1.Financial Statements3
 Condensed Consolidated Balance Sheets - As of June 30, 2018March 31, 2019 (unaudited) and December 31, 201720183F-3
 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30,March 31, 2019 and 2018 and 2017 (unaudited)4F-4
 Condensed Consolidated Statements of Cash Flows for the SixThree Months Ended June 30,March 31, 2019 and 2018 and 2017 (unaudited)5F-5
Condensed Consolidated Statements of Changes in Stockholder’s Deficit for the Three Months Ended March 31, 2019 and 2018 (unaudited)F-6
 Condensed Notes to Unaudited Consolidated Financial Statements67
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations2330
Item 3.Quantitative and Qualitative Disclosures About Market Risk3239
Item 4.Controls and Procedures3239
   
 PART II - OTHER INFORMATION 
   
Item 1.Legal Proceedings3340
Item 1A.Risk Factors3340
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds3340
Item 3.Defaults Upon Senior Securities3340
Item 4.Mine Safety Disclosures3340
Item 5.Other Information3340
Item 6.Exhibits3441
   
Signatures3542

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

  

March 31, 2019

  December 31, 2018 
   (Unaudited)     
ASSETS        
CURRENT ASSETS:        
Cash $-  $201 
Subscription receivable  -   - 
Prepaid expenses and other current assets  203,938   215,681 
         
Total Current Assets  203,938   215,882 
         
OTHER ASSETS:        
Property and equipment, net  3,720   4,304 
Right-of-use asset, net  50,334   - 
Security deposit  6,400   6,400 
         
Total Assets $264,392  $226,586 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
         
CURRENT LIABILITIES:        
Convertible debt, net $2,033,169  $1,434,252 
Notes payable  538,875   538,875 
Accounts payable  713,022   550,296 
Accrued liabilities  1,022,981   884,035 
Lease payable - current  35,530   - 
Bank overdraft  4,658   - 
Derivative liabilities  6,355,664   3,364,032 
Due to related parties  347,436   315,466 
Liabilities of discontinued operations  686,547   686,547 
         
Total Current Liabilities  11,737,882   7,773,503 
         
LONG-TERM LIABILITIES:        
Lease payable - LT  14,804   - 
         
Total Liabilities  11,752,686   7,773,503 
         
Commitments and contingencies (Note 9)        
         
STOCKHOLDERS’ DEFICIT:        
Preferred stock: $0.0001 par value; 20,000,000 authorized;        
Series A Preferred stock: $0.0001 par value; 1,000,000 shares authorized; 1,000,000 issued and outstanding at March 31, 2019 and December 31, 2018  100   100 
Series B Preferred stock: $0.0001 par value; 7,892,000 shares authorized; 2,892,000 and 7,892,000 issued and outstanding at March 31, 2019 and December 31, 2018, respectively  289   789 
Common stock: $0.0001 par value, 1,500,000,000 shares authorized; 290,593,112 and 247,661,861 issued and outstanding at March 31, 2019 and December 31, 2018 , respectively  29,059   24,766 
Common stock issuable: 17,121,265 commons stock issuable as of March 31, 2019 and December 31, 2018  1,712   1,712 
Additional paid-in capital  10,116,828   9,613,380 
Accumulated deficit  (21,636,282)  (17,187,664)
         
Total Stockholders’ Deficit  (11,488,294)  (7,546,917)
         
Total Liabilities and Stockholders’ Deficit $264,392  $226,586 

  June 30, 2018  December 31, 2017 
  (Unaudited)    
       
ASSETS        
CURRENT ASSETS:        
Cash $2,241  $1,431 
Prepaid expenses and other current assets  17,439   12,686 
         
Total Current Assets  19,680   14,117 
         
OTHER ASSETS:        
Property and equipment, net  5,473   6,642 
Security deposit  6,400   6,400 
         
Total Assets $31,553  $27,159 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
         
CURRENT LIABILITIES:        
Convertible debt, net $929,207  $686,383 
Notes payable  538,875   538,875 
Accounts payable  380,988   378,227 
Accrued liabilities  529,588   309,312 
Derivative liabilities  6,430,365   11,966,760 
Liabilities of discontinued operations  686,547   694,996 
Due to related parties  339,180   261,584 
         
Total Current Liabilities  9,834,750   14,836,137 
         
Commitments and contingencies (Note 8)        
         
STOCKHOLDERS’ DEFICIT:        
Preferred stock, $0.0001 par value; 20,000,000 authorized;        
Series A Preferred stock ($0.0001 par value; 1,000,000 shares authorized; 1,000,000 issued and outstanding at June 30, 2018 and December 31, 2017)  100   100 
Series B Preferred stock ($0.0001 par value; 7,892,000 shares authorized; 7,892,000 issued and outstanding at June 30, 2018 and December 31, 2017, respectively)  789   789 
Common stock: $.0001 par value, 500,000,000 shares authorized; 232,069,739 and 170,336,237 issued and outstanding at June 30, 2018 and December 31, 2017, respectively  23,207   17,034 
Additional paid-in capital  9,219,851   8,803,904 
Accumulated deficit  (19,047,144)  (23,655,989)
Accumulated other comprehensive loss  -   25,184 
         
Total Stockholders’ Deficit  (9,803,197)  (14,808,978)
         
Total Liabilities and Stockholders’ Deficit $31,553  $27,159 

See accompanying notes to the unaudited condensed consolidated financial statements

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

  For the Three Months Ended 
  March 31, 
  2019  2018 
       
REVENUES $-  $- 
         
OPERATING EXPENSES:        
Professional fees  174,186   177,097 
Compensation expense  252,632   169,299 
Research and development expense  92,618   56,879 
General and administrative expenses  43,636   42,771 
         
Total Operating Expenses  563,072   446,046 
         
LOSS FROM OPERATIONS  (563,072)  (446,046)
         
OTHER INCOME (EXPENSE):        
Interest expense  (771,376)  (402,517)
Derivative income (expense)  (3,077,306)  9,477,478 
(Loss) gain on debt extinguishment, net  (36,864)  617,140 
         
Total Other Income (Expense)  (3,885,546)  9,692,101 
         
INCOME (LOSS) FROM CONTINUING OPERATIONS  (4,448,618)  9,246,055 
         
DISCONTINUED OPERATIONS:        
Income from discontinued operations  -   71,885 
         
Total Income from Discontinued Operations  -   71,885 
         
NET INCOME (LOSS) $(4,448,618) $9,317,940 
         
COMPREHENSIVE INCOME (LOSS):        
Net income (loss) $(4,448,618) $9,317,940 
         
Other comprehensive loss:        
Unrealized foreign currency translation loss  -   (55,262)
         
Comprehensive income (loss) $(4,448,618) $9,262,678 
         
NET INCOME (LOSS) PER COMMON SHARE - Basic        
Continuing operations $(0.02) $0.05 
Discontinued operations  -   0.00 
         
  $(0.02) $0.05 
         
NET INCOME (LOSS) PER COMMON SHARE - Diluted        
Continuing operations $(0.02) $(0.00)
Discontinued operations  -   0.00 
         
  $(0.02) $(0.00)
         
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:        
Basic  282,783,285   176,883,491 
Diluted  282,783,285   500,420,603 

See accompanying notes to the unaudited condensed consolidated financial statements

F-4

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

  

For The Three Months Ended

March 31,

 
  2019  2018 
       
CASH FLOWS USD IN OPERATING ACTIVITIES        
Net income (loss) $(4,448,618) $9,317,940 
Adjustments to reconcile net income (loss) to net cash used in operating activities:        
Depreciation  584   585 
Stock-based compensation  68,383   32,621 
Amortization of debt discount  615,806   257,277 
Derivative expense (income)  3,077,306   (9,477,478)
Loss (gain) on debt extinguishment  36,864   (617,140)
Non-cash interest expense  115,592   - 
Change in operating assets and liabilities:        
Prepaid expenses and other current assets  11,743   (28,087)
Accounts payable  162,726   (8,952)
Liabilities of discontinued operations  -   (71,885)
Accrued liabilities and other liabilities  73,285   161,241 
         
NET CASH USED IN OPERATING ACTIVITIES  (286,329)  (433,878)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from related party advances, net  31,970   38,515 
Proceeds from convertible debt  290,556   466,666 
Debt issue costs paid  (40,556)  (76,666)
Bank overdraft  4,658   - 
Redemption of Series B Preferred  (500)  - 
Proceeds from sale of common stock and subscription receivable  -   6,000 
         
NET CASH PROVIDED BY FINANCING ACTIVITIES  286,128   434,515 
         
NET INCREASE (DECREASE) IN CASH  (201)  637 
         
CASH, beginning of the period  201   1,431 
         
CASH, end of the period $-  $2,068 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid during the period for:        
Interest $1,752  $62,141 
Income taxes $-  $- 
         
Non-cash investing and financing activities:        
Issuance of common stock for convertible debt and interest $227,697  $335,689 
Increase in debt discount and derivative liabilities $89,122  $569,779 

Initial amount of ROU asset and related liability

 $59,216   - 
Reduction of the ROU asset and related liability $8,882  $- 

 

See accompanying notes to unaudited condensed consolidated financial statements.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2019

 

  For the Three Month Ended  For the Six Months Ended 
  June 30,  June 30, 
  2018  2017  2018  2017 
  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited) 
             
REVENUES $-  $-  $-  $- 
                 
OPERATING EXPENSES:                
Professional fees  138,696   438,314   315,793   850,573 
Compensation expense  137,556   197,076   306,855   466,597 
Research and development expense  27,902   36,318   84,781   68,232 
General and administrative expenses  39,584   51,925   82,355   115,000 
                 
Total Operating Expenses  343,738   723,633   789,784   1,500,402 
                 
LOSS FROM OPERATIONS  (343,738)  (723,633)  (789,784)  (1,500,402)
                 
OTHER INCOME (EXPENSE):                
Interest expense  (338,661)  (183,481)  (741,178)  (323,361)
Derivative income (expense)  (4,121,797)  850,704   5,355,681   (963,529)
Gain on debt extinguishment  133,353   9,060   750,493   9,060 
Other expenses  (71,885)  -   -   - 
Gain (loss) on foreign currency transactions  33,633   (4,165)  33,633   (6,430)
                 
Total Other Income (Expense)  (4,365,357)  672,118   5,398,629   (1,284,260)
                 
INCOME (LOSS) FROM CONTINUING OPERATIONS  (4,709,095)  (51,515)  4,608,845   (2,784,662)
                 
DISCONTINUTED OPERATIONS:                
Loss from discontinued operations  -   (194,326)  -   (243,827)
                 
Total Loss from Discontinued Operations  -   (194,326)  -   (243,827)
                 
NET INCOME (LOSS) $(4,709,095) $(245,841) $4,608,845  $(3,028,489)
                 
COMPREHENSIVE INCOME (LOSS:)                
Net income (loss) $(4,709,095) $(245,841) $4,608,845  $(3,028,489)
                 
Other comprehensive loss:                
Unrealized foreign currency translation gain (loss)  30,078   (14,244)  (25,184)  (18,116)
                 
Comprehensive income (loss) $(4,679,017) $(260,085) $4,583,661  $(3,046,605)
                 
NET INCOME (LOSS) PER COMMON SHARE - Basic:                
Continuing operations - basic $(0.02) $(0.00) $0.02  $(0.03)
Discontinued operations - basic  -   (0.00)  -   (0.00)
                 
Net income (loss) per common share - basic $(0.02) $(0.00) $0.02  $(0.03)
                 
NET INCOME (LOSS) PER COMMON SHARE - Diluted:                
Continuing operations - diluted $(0.02) $(0.00) $0.02  $(0.03)
Discontinued operations - diluted  -   (0.00)  -   (0.00)
                 
Net income (loss) per common share - diluted $(0.02) $(0.00) $0.02  $(0.03)
                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:                
Basic  229,542,499   132,793,896   213,305,947   106,363,694 
Diluted  229,542,499   132,793,896   213,305,947   106,363,694 
  Series A  Series B        Common Stock  Additional     

Accumulated
other

  Total 
  Preferred Stock  Preferred Stock  Common Stock  Issuable  Paid-in  Accumulated  comprehensive  Stockholders’ 
  # of Shares  Amount  # of Shares  Amount  # of Shares  Amount  # of Shares  Amount  Capital  Deficit  gain  (Deficit) 
                                     
Balance, December 31, 2018  1,000,000  $100   7,892,000  $789   247,661,861  $24,766   17,121,265  $1,712  $9,613,380  $(17,187,664) $     -  $    (7,546,917)
                                                 
Redemption of Series B Preferred  -   -   (5,000,000)  (500)  -   -   -   -   -   -   -   (500)
                                                 
Accretion of stock options  -   -   -   -   -   -   -   -   68,383   -   -   68,383 
                                                 
Common stock issued upon conversion of convertible debt and interest  -   -   -   -   42,931,251   4,293   -   -   435,065   -   -   439,358 
                                                 
Net loss  -   -   -   -   -   -   -   -   -   (4,448,618)  -   (4,448,618)
                                                 
Balance at March 31, 2019  1,000,000  $100   2,892,000  $289   290,593,112  $29,059   17,121,265  $1,712  $10,116,828  $(21,636,282) $-  $(11,488,294)

 

See accompanying notes to the unaudited condensed consolidated financial statements.statements

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTSSTATEMENT OF CASH FLOWSCHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)FOR THE THREE MONTHS ENDED MARCH 31, 2018

 

  For The Six Months Ended 
  June 30, 
  2018  2017 
       
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income (loss) $4,608,845  $(3,028,489)
Adjustments to reconcile net income (loss) to net cash used in operating activities:        
Depreciation  1,169   2,508 
Stock-based compensation  44,854   153,721 
Amortization of debt discount  501,962   291,668 
Derivative (income) expense  (5,355,681)  963,529 
Gain on debt extinguishment  (750,493)  (9,060)
Bad debt expense  -   42,246 
Gain on foreign currency transactions  (25,184)  - 
Change in operating assets and liabilities:        
Assets of discontinued operations  -   (1,505)
Prepaid expenses and other current assets  (4,754)  23,441 
Accounts payable  2,761   36,797 
Liabilities of discontinued operations  (8,449)  108,523 
Accrued liabilities  312,184   131,291 
         
NET CASH USED IN OPERATING ACTIVITIES  (672,786)  (1,285,330)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Acquisition of property and equipment  -   (715)
Acquisition of intangible assets  -   (50,000)
Cash received in acquisition  -   39,144 
         
NET CASH USED IN INVESTING ACTIVITIES  -   (11,571)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from related party advances, net  77,596   43,439 
Decrease in bank overdraft  -   (812)
Payments to line of credit  -   (533)
Proceeds from convertible debt  666,666   183,240 
Proceeds from notes payable  -   139,125 
Debt issue costs paid  (76,666)  - 
Capital contribution  -   482 
Proceeds from sale of common stock and subscription receivable  6,000   1,037,960 
         
NET CASH PROVIDED BY FINANCING ACTIVITIES  673,596   1,402,901 
         
NET INCREASE IN CASH  810   106,000 
         
Effect of exchange rate changes on cash and cash equivalents  -   5,895 
         
CASH, beginning of period  1,431   - 
         
CASH, end of period $2,241  $111,895 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
Cash paid during the period for:        
Interest $62,719  $4,069 
Income taxes $-  $- 
         
Non-cash investing and financing activities:        
Reclassification of interest payable to convertible debt $-  $17,836 
Issuance of common stock for convertible debt and interest $371,266  $192,296 
Increase in debt discount and derivative liabilities $569,779  $183,240 
         
Liabilities assumed in acquisition $-  $433,947 
Less: assets acquired in acquisition  -   325,702 
Net liabilities assumed  -   108,245 
Fair value of shares for acquisition  -   4,587,351 
Increase in intangible assets $-  $4,695,596 
  Series A  Series B        Common Stock  Additional     Accumulated
other
  Total 
  Preferred Stock  Preferred Stock  Common Stock  Issuable  Paid-in  Accumulated comprehensive  Stockholders’ 
  # of Shares  Amount  # of Shares  Amount  # of Shares  Amount  # of Shares  Amount  Capital  Deficit  gain  (Deficit) 
                                     
Balance at December 31, 2017  1,000,000  $100   7,892,000  $789   170,336,237  $17,034        -  $-  $  8,803,904  $(23,655,989) $25,184  $  (14,808,978)
                                                 
Accretion of stock options  -   -   -   -   -   -   -   -   32,621   -   -   32,621 
                                                 
Shares issued for cash and subscription receivable pursuant to subscription agreements  -   -   -   -   600,000   60   -   -   5,940   -   -   6,000 
                                                 
Shares issued upon conversion of convertible debt and interest  -   -   -   -   28,450,009   2,845   -   -   332,844   -   -   335,689 
                                                 
Shares issued upon cashless warrant exercise  -   -   -   -   18,429,093   1,842   -   -   (1,842)  -   -   - 
                                                 
Net loss  -   -   -   -   -   -   -   -   -   9,317,940   -   9,317,940 
                                                 
Foreign currency translation adjustment  -   -   -   -   -   -   -   -   -   -   (55,262)  (55,262)
                                                 
Balance at March 31, 2018  1,000,000  $100   7,892,000  $789   217,815,339  $21,781   -  $-  $9,173,467  $(14,338,049) $(30,078) $(5,171,990)

 

See accompanying notes to the unaudited condensed consolidated financial statements.statements

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018March 31, 2019

(Unaudited)

 

NOTE 1 -ORGANIZATION AND NATURE OF OPERATIONS

 

OncBioMune Pharmaceuticals, Inc. (the “Company,” “we,”“Company”, “we”, “us” or “our”) is a biotechnology company specializing in innovative cancer treatment therapies. The Company is a clinical-stage biopharmaceutical company engaged in the development of novel cancer immunotherapy products, with a proprietary vaccine technology that is designed to stimulate the immune system to attack its own cancer while not attacking the patient’s healthy cells. The Company has proprietary rights to aan immunotherapy platform with an initial focus on prostate and breast and prostate patent vaccine, as well as a process for the growth of cancer tumors.cancers but that may be used to fight any solid tumor. The Company’sCompany is also developing targeted therapies. Our mission is to improve the overall patient condition through innovative bio immunotherapybio-immunotherapy with proven treatment protocols, to lower deaths associated with cancer and to reduce the cost of cancer treatment. The Company’sWe believe our technology is safe, and utilizes clinically proven research methods of treatment to provide optimal successlikelihood of patient recovery.

On August 19, 2016, the Company and Vitel Laboratorios, S.A. de C.V., a Mexican variable stock corporation (“Vitel”) entered into a Shareholders’ Agreement related to the launch of Oncbiomune México, S.A. De C.V. (“Oncbiomune Mexico”) for the purposes of developing and commercializing the Company’s PROSCAVAX vaccine technology and cancer technologies in México, Central and Latin America (“MALA”). Under the terms of the Shareholders Agreement, the Company agreed to assign to Oncbiomune Mexico limited patent and intellectual property rights and trademarks related to its OVCAVAX, PROSCAVAX vaccine technology and cancer technologies and future developments related to these technologies. Through March 10, 2017, the Company and Vitel each owned 50% of Oncbiomune Mexico and Oncbiomune Mexico was treated as an equity-method investee for accounting purposes. Oncbiomune Mexico had minimal activity in 2016 and through March 10, 2017. On March 10, 2017, Oncbiomune Mexico became a wholly owned subsidiary of the Company.

 

On March 10, 2017 (the “Closing Date”), the Company completed the acquisition of 100% of the issued and outstanding capital stock of Vitel from its shareholders Manuel Cosme Odabachian and Carlos Fernando Alaman Volnie (collectively, the “Vitel Stockholders”) pursuant to the terms and conditions of a Contribution Agreement to the Property of Trust F/2868 entered into among the Company and the Vitel Stockholders on the Closing Date (the “Contribution Agreement”). Vitel is a revenue-stage Mexico-based pharmaceutical company that sells generic drugs in MALA. The Company acquired Vitel for the purpose of commercializing the Company’s PROSCAVAXProscaVax™ vaccine technology and cancer technologies in MALA and to utilize Vitel’s distribution network and customer and industry relationships.

 

On December 29, 2017, the Board of Directors of the Company determined to sell or otherwise dispose of its interest in Vitel and OncbiomuneOncBioMune México due to disputes with the original Vitel Stockholders and resulting loss of operational control of the assets and operations of Vitel and OncBiomuneOncBioMune Mexico. Accordingly, Vitel and OncbiomuneOncBioMune México were treated as a discontinued operation through December 31, 2017 and were deconsolidated effective January 1, 2018 (See(see Note 3). The Company expects to terminate the Contribution Agreement, Stockholders Agreement and Trust Agreement during 2019.

On April 3, 2019, the Company filed an amendment to its Articles of Incorporation to increase itsauthorized common stock from 500,000,000 shares to 1,500,000,000 shares (see Note 8). The Company’s 1,520,000,000 authorized shares consisted of 1,500,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share.

On April 24, 2019, the board of directors of the Company approved resolutions, and on April 26, 2019, certain stockholders representing a majority of our outstanding voting capital on such date approved by written consent the taking of all steps necessary to increase its authorized common stock from 1,500,000,000 shares to 5,000,000,000 shares (see Note 8 and Note 10). The Company’s 5,020,000,000 authorized shares will consist of 5,000,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share. As of the date of this report, the amendment to the articles of incorporations has not been filed with the State of Nevada.

 

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation and principles of consolidation

 

The Company’s consolidated financial statements include the financial statements of OncBioMune Pharmaceuticals, Inc. and its wholly-owned subsidiaries, OncBioMune, Inc. (for all periods presented) and, Vitel and OncbiomuneOncBioMune México, S.A. De C.V. (from March 10, 2017 to December 31, 2017) were treated as a discontinued operation through December 31, 2017 and were deconsolidated effective January 1, 2018 (see Note 3). All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements These unaudited condensed consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the years ended December 31, 2017 and 20162018 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on MayApril 1, 2019.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018.2019

(Unaudited)

 

Going concern

 

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying unaudited condensed consolidated financial statements, the Company had net loss(loss) income from continuing operations of $789,784$(4,448,618) and $1,500,402$9,246,055 for the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, respectively.respectively, however the net income in 2018 resulted primarily from the change in far value of derivative liabilities. The net cash used in operations were $672,786$286,329 and $1,285,330$433,878 for the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, respectively. Additionally, the Company had an accumulated deficit of $19,047,144$21,636,282 and $23,655,989$17,187,664 at June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively, had a stockholders’ deficit of $9,803,197 and $14,808,978 at June 30, 2018 and December 31, 2017, respectively, and had a working capital deficit of $9,815,070$11,533,944 at June 30, 2018,March 31, 2019, had no revenues from continuing operations since inception, and is currently in default on certain convertible debt instruments. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(Unaudited)

 

Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the fiscal year ending December 31, 2018.issuance date of this report. The Company will seek to raise capital through additional debt and/or equity financings to fund its operations in the future.

 

Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Use of estimates

 

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the sixthree months ended June 30,March 31, 2019 and year ended December 31, 2018 and 2017 include the valuation of assets and liabilities of discontinued operations, useful life of property and equipment, valuation of right-of-use (“ROU”) assets and operating lease liabilities, assumptions used in assessing impairment of long-term assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions and the valuation of derivative liabilities, and the fair value of assets acquired and liabilities assumed in the business acquisition.liabilities.

 

Concentrations

 

Generally, the Company relies on one vendor as a single source of raw materials to produce certain components of its cancer treatment products. Any production shortfall that impairs the supply of the antigen in ProscaVaxProscaVax™ to the Company could have a material adverse effect on the Company’s business, financial condition and results of operations. If the Company is unable to obtain a sufficient quantity of antigen, there could be a substantial delay in successfully developing a second source supplier.

 

Fair value of financial instruments and fair value measurements

 

FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as 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. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on June 30, 2018 and DecemberMarch 31, 2017.2019. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. 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). The three levels of the fair value hierarchy are as follows:

 

Level 1-
Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2- Inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3- Inputs are unobservable inputs that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

 

The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, , convertible debt, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. The Company accounts for certain instruments at fair value using level 3 valuation.

 

  At June 30, 2018  At December 31, 2017 
Description Level 1  Level 2  Level 3  Level 1  Level 2  Level 3 
Derivative liabilities       $6,430,365         11,966,760 

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(Unaudited)

  At March 31, 2019  At December 31, 2018 
Description Level 1  Level 2  Level 3  Level 1  Level 2  Level 3 
Derivative liabilities       $6,355,664        $3,364,032 

 

A roll forward of the level 3 valuation financial instruments is as follows:

 

  Derivative Liabilities 
Balance at December 31, 2017 $11,966,760 
Initial valuation of derivative liabilities included in debt discount  569,779 
Initial valuation of derivative liabilities included in derivative income (expense)  57,747 
Reclassification of derivative liabilities to gain on debt extinguishment upon conversion of debt  (235,555)
Reclassification of derivative liabilities to gain on debt extinguishment upon cashless exercise of warrants  (514,938)
Change in fair value included in derivative income (expense)  (5,413,428)
Balance at June 30, 2018 $6,430,365 
  Derivative Liabilities 
Balance at December 31, 2018 $3,364,032 
Initial valuation of derivative liabilities included in debt discount  89,122 
Initial valuation of derivative liabilities included in derivative income (expense)   
Reclassification of derivative liabilities to gain on debt extinguishment  (174,796)
Change in fair value included in derivative income (expense)  3,077,306 
Balance at March 31, 2019 $6,355,664 

 

ASC 825-10 Financial Instruments“Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

 

Cash and cash equivalents

 

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At June 30, 2018March 31, 2019 and December 31, 2017,2018, the Company did not have any cash equivalents.

 

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. There were no balances in excess of FDIC insured levels as of June 30, 2018March 31, 2019 and December 31, 2017.2018. The Company has not experienced any losses in such accounts through June 30, 2018.March 31, 2019.

 

Property and equipment

 

Property are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

 

Impairment of long-lived assets

 

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. For the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, the Company did not record any impairment loss.

 

Derivative liabilities

 

The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.

In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The guidance was adopted as of January 1, 2019 and the Company elected to record the effect of this adoption retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the condensed consolidated balance sheet as of the beginning of 2019, the period which the amendment is effective. The Company adopted ASU No. ASU No. 2017-11 in the first quarter of 2019, and the adoption did not have any impact on its consolidated financial statements.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018March 31, 2019

(Unaudited)

 

Revenue recognition

 

In May 2014, FASB issued an update Accounting Standards Update, (“ASU”) (“ASU 2014-09”)2014-09, establishing Accounting Standards Codification (“ASC”) TopicASC 606 - Revenue from Contracts with Customers (“ASC 606”).Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted this standard inon January 1, 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s sources of revenue, the Company has concluded that ASU 2014-09 did not have any impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers.customers and there was no cumulative effect adjustment. The Company does not have revenues from continuing operations in 2019 and 2018.

 

Stock-based compensation

 

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

 

Through March 31, 2018, pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees”,Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black-ScholesBlack Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07,Improvements to Nonemployee Share-Based Payment Accounting,which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company early adopted ASU No. 2018-07 in the second quarter of 2018, and the adoption did not have any impact on its consolidated financial statements.

Basic and diluted loss per share

 

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of March 31, 2019 and 2018 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive:

  March 31, 
  2019  2018 
Stock warrants  731,192,217   59,395,910 
Convertible debt  538,484,896   126,344,108 
Stock options  22,200,000   4,000,000 
Series A preferred stock  1,000,000    
Series B preferred stock  2,892,000    
   1,295,769,113   189,740,018 

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

The following table presents a reconciliation of basic and diluted net income per share:

  Three Months Ended March 31, 
  2019  2018 
Income (loss) per common share - basic:        
Income (loss) from continuing operations $(4,650,182) $9,246,055 
Income (loss) from discontinued operations     71,885 
Net income (loss) $(4,650,182) $9,317,940 
Weighted average common shares outstanding - basic  282,783,285   176,883,491 
Net income (loss) per common share – basic:        
From continuing operations $(0.02)  0.05 
From discontinued operations  0.00   0.00 
Net income (loss) per common share - basic $(0.02) $0.05 
         
Income (loss) per common share - diluted:        
Income (loss) from continuing operations $(4,650,182) $9,246,055 
Add: interest of convertible debt     301,720 
Less: derivative loss/(income) and debt settlement loss/(income)     (10,094,618)
Numerator for loss from continuing operations per common share - diluted  (4,650,182)  (546,843)
Numerator for income from discontinuing operations per common share - diluted     71,885 
Net loss per common share – diluted $(4,650,182) $(474,958)
         
Weighted average common shares outstanding - basic  282,783,285   176,883,491 
Effect of dilutive securities:        
Stock options and warrants     79,015,603 
Convertible notes payable     126,344,108 
Weighted average common shares outstanding – diluted  282,783,285   500,420,603 
Net loss per common share – diluted:        
From continuing operations $(0.02)  (0.00)
From discontinued operations  0.00   (0.00)
Net loss per common share - diluted $(0.02) $(0.00)

Income taxes

 

The Company accounts for income tax using the liability method prescribed by ASC 740 “Income Taxes”.- Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740“Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of June 30, 2018March 31, 2019 and December 31, 2017,2018, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax years that remain subject to examination are the years ending on and after December 31, 2011. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of June 30, 2018.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(Unaudited)March 31, 2019.

 

Basic and diluted loss per share

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method) and shares issuable for convertible debt (using the as-if converted method). These common stock equivalents may be dilutive in the future. Potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Company’s net losses and consisted of the following:

  June 30, 2018  June 30, 2017 
Stock warrants  162,620,304   12,098,194 
Convertible debt  139,295,905   15,216,038 
Stock options  4,000,000   4,000,000 

The following table presents a reconciliation of basic and diluted net income per share:

  Six Months Ended June 30, 
  2018  2017 
Income (loss) per common share - basic:        
Income (loss) from continuing operations $4,608,845  $(2,784,662)
Loss from discontinued operations  -   (243,827)
Net income (loss) $4,608,845  $(3,028,489)
Weighted average common shares outstanding - basic  213,305,947   106,363,694 
Net income (loss) per common share – basic:        
From continuing operations $0.02   (0.03)
From discontinued operations  0.00   (0.00)
Net income (loss) per common share - basic $0.02  $(0.03)
         
Income (loss) per common share - diluted:        
Income (loss) from continuing operations $4,608,845  $(2,784,662)
Add: interest of convertible debt  595,064   - 
Less: derivative income and debt settlement income  (6,106,174)  - 
Numerator for loss from continuing operations per common share - diluted  (902,265)  (2,784,662)
Numerator for loss from discontinuing operations per common share - diluted  -   (243,827)
Net loss per common share – diluted $(902,265) $(3,082,489)
         
Weighted average common shares outstanding - basic  213,305,947   106,363,694 
Effect of dilutive securities:        
Stock options and warrants  -   - 
Convertible notes payable  -   - 
Weighted average common shares outstanding – diluted  213,305,947   106,363,694 
Net loss per common share – diluted:        
From continuing operations $(0.02)  (0.03)
From discontinued operations  (0.00)  (0.00)
Net loss per common share - diluted $(0.02) $(0.03)

Research and development

 

Research and development costs incurred in the development of the Company’s products are expensed as incurred. For the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, research and development costs were $84,781$92,618 and $68,232,$56,879, respectively, and are included in operating expenses on the accompanying consolidated statements of operations.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(Unaudited)

Foreign currency translation

The reporting currency of the Company is the U.S. dollar. The functional currency of the parent company and its U.S. subsidiary is the U.S. dollar and the functional currency of the Company’s subsidiaries located in Mexico is the Mexican Peso (“Peso”). For the subsidiaries whose functional currencies are the Peso, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the spot exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive loss. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of operations as incurred. Additionally, transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. The Company did not enter into any material transactions in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

Asset and liability accounts at June 30, 2018 were translated at 19.9126 Pesos to $1.00, which was the exchange rates on the balance sheet date. Equity accounts were translated at their historical rate. The average translation rates applied to the statements of operations for the six months ended June 30, 2018 was 19.0623 Pesos to $1.00. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate.

Related parties

 

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

Recent accounting pronouncementsCONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

 

OnLeases

In February 25, 2016, the FASBFinancial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, (“ASU 2016-02”) to amend the accounting guidance for leases.Leases (Topic 842). The accounting applied by a lessor is largely unchanged under ASU 2016-02. However, the standardupdated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. The updated guidance is effective for interim and annual periods beginning after December 15, 2018.

On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases classified as operatingthat commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the balance sheet. Lesseeseffective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will recognizeallocate the consideration in the statement of financial position a liabilitycontract to makeeach lease payments and a right-of-use asset representingcomponent based on its rightrelative stand-alone price to use the underlying asset fordetermine the lease term. Forpayments. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases withthat have a term of 12 months or less, a lessee is permittedless.

Operating lease ROU assetsrepresents the right to makeuse the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an accounting policy election by classimplicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it will recognize leasefuture payments. Lease expense for such leases generallyminimum lease payments is amortized on a straight-line basis over the lease term. ASU 2016-02term and is effective for fiscal years beginning after December 15, 2018included in general and early adoption is permitted. The Company is currently assessingadministrative expenses in the impactcondensed consolidated statements of the guidance on its consolidated financial statements and notes to its consolidated financial statements.operations.

Recent accounting pronouncements

 

In July 2017,August 2018, the FASB issued ASU 2017-11,2018-13Earnings Per Share—Fair Value Measurement (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815)820): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. The ASU allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexedDisclosure Framework Changes to the entity’s own stock. AsDisclosure Requirements for Fair Value Measurement, to modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits.

Removals. The following disclosure requirements were removed from Topic 820:

1.The amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy
2.The policy for timing of transfers between levels
3.The valuation processes for Level 3 fair value measurements
4.For nonpublic entities, the changes in unrealized gains and losses for the period included in earnings for recurring Level 3 fair value measurements held at the end of the reporting period.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

Modifications. The following disclosure requirements were modified in Topic 820:

1.In lieu of a roll forward for Level 3 fair value measurements, a nonpublic entity is required to disclose transfers into and out of Level 3 of the fair value hierarchy and purchases and issues of Level 3 assets and liabilities.
2.For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly.
3.The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date.

Additions. The following disclosure requirements were added to Topic 820; however, the disclosures are not required for nonpublic entities:

1.The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period.
2.The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements.

In addition, the amendments eliminateat a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted classified as liabilities. A company will recognizeminimum from the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, phrasean entity will treatshall disclose at a minimum to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and to clarify that materiality is an appropriate consideration of the effect of the down round,entities and their auditors when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance in ASU 2017-11is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach.evaluating disclosure requirements. The Company is evaluating the impact of the revised guidance and believes that thisit will not have a significant impact on its consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(Unaudited)

 

NOTE 3 –DECONSOLIDATION AND DISCONTINUATION OFDISCONTINUED OPERATIONS OF VITEL AND ONCBIOMUNE MEXICO

 

On December 29, 2017, the Board of Directors of the Company determined to sell or otherwise dispose of its interest in Vitel and OncbiomuneOncBioMune Mexico due to disputes with the original Vitel Stockholders and resulting loss of operational control of the assets and operations of Vitel and OncBiomuneOncBioMune Mexico. Accordingly, as of December 31, 2017, the Company presented Vitel and OncbiomuneOncBioMune Mexico are now treated as a discontinued operations and effective January 1, 2018 has deconsolidated these wholly-owned subsidiariesoperation for all periods presented in accordance with ASC 810-10 “Consolidation”. However, at June 30,205-20. At December 31, 2018 and after deconsolidation, the Company has recorded the liabilities of these subsidiaries that existed at December 31, 2017 as a contingent liability and therefore reflected liabilities of discontinued operation of $686,547 on the accompanying condensed consolidated balance sheet, which consist of accountaccounts payable balances incurred through December 31, 2017. This decision will enable the Company to focus more of its efforts and resources on the Phase 2 clinical trial of ProscaVax™ in the United States.

 

Pursuant to ASC Topic 205-20, Presentation of Financial Statements - Discontinued Operations, the business of the OncbiomuneOncBioMune Mexico and Vitel are now considered discontinued operations because of management’s decision of December 29, 2017.

 

The assets and liabilities classified as discontinued operations in the Company’s consolidated financial statements as of June 30, 2018March 31, 2019 and December 31, 2017,2018 and for the sixthree months ended June 30,March 31, 2019 and 2018 and 2017 is set forth below.

 

  June 30, 2018  December 31, 2017 
Assets:        
Current assets:        
Cash $-   - 
Total current assets  -   - 
Total assets $-  $- 
Liabilities:        
Current liabilities:        
Accounts payable $686,547  $692,592 
Due to related parties  -   432 
Payroll liabilities  -   1,972 
Total current liabilities  686,547   694,996 
Total liabilities $686,547  $694,996 

The summarized operating result of discontinued operations included in the Company’s consolidated statements of operations is as follows:

  Six Months Ended June 30, 
  2018  2017 
Revenues $-  $160,114 
Cost of revenues  -   102,916 
Gross profit  -   57,198 
Operating expenses:        
Professional fees  -   99,278 
Consulting – related party  -   21,947 
Bad debt expense  -   42,246 
General and administrative expenses – related party  -   8,206 
Compensation expense  -   72,269 
General and administrative expenses  -   57,079 
Total operating expenses  -   301,025 
Loss from discontinued operations, net of income taxes $-  $(243,827)

12
  March 31, 2019  December 31, 2018 
Assets:        
Current assets:        
Cash $    
Total current assets      
Total assets $  $ 
Liabilities:        
Current liabilities:        
Accounts payable $686,547  $686,547 
Due to related parties      
Payroll liabilities      
Total current liabilities  686,547   686,547 
Total liabilities $686,547  $686,547 

 

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018March 31, 2019

(Unaudited)

 

NOTE 4 –CONVERTIBLE DEBT

 

November 2016 Financing

 

On November 23, 2016, the Company entered into and closed on the transaction set forth in an Amended and Restated Securities Purchase Agreements (the “Securities“Amended and Restated Securities Purchase Agreements”) it entered into with three institutional investors (the “Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in theAmended and Restated Securities Purchase Agreement,Agreements, the Company issued upon closing to the Purchasers for an aggregate subscription amount of $350,000: (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the “November 2016 Notes”); and (ii) warrants (the “Warrants”) to purchase aggregate of 2,333,334 shares of the Company’s common stock at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the Warrants) (see below for reduction of warrant exercise price) which are exercisable for a period of five years from November 23,2016.23, 2016. The aggregate principal amount of the November 2016 Notes was $350,000 and the Company received $300,000 after giving effect to the original issue discount of $50,000. The November 2016 Notes bear interest at a rate equal to 10% per annum (which interest rate increased to 24% per annum upon the occurrence of an Event of Default (as defined in the November 2016 Notes)), had a maturity date of July 23, 2017 and were convertible (principal, and interest) at any time after the issuance date of the November 2016 Notes into shares of the Company’s Common Stockcommon stock at an initial conversion price equal to $0.15 per share (subject to adjustment as provided in the Note) (see below for reduction for reduction of conversion price), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the November 2016 Notes shall be convertible and the November 2016 Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the Common Stockcommon stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). Due to non-payment of the November 2016 Notes, an event of default occurred and accordingly, the November 2016 Notes and Warrants are convertible and exercisable based on the default terms.

 

On May 23, 2017, in connection with the November 2016 Notes, the Company entered into forbearance agreements (the “Forbearance Agreements”) with the Purchases whereby the Purchasers waived any event of default, as defined in the November 2016 Notes. The Company failed to make a payment on May 23, 2017 to each of the Holders as required pursuant to the November 2016 Notes which resulted in an event of default under such Notes. As of result of the event of default, the aggregate amount owing under the November 2016 Notes as of May 23, 2017 was increased to $509,135 with such amount including a mandatory default amount of $141,299 and accrued interest of $17,836 resulting in debt settlement expense of $141,299 which was recorded in May 2017. The Forbearance AgreementAgreements also providesprovide for the Holders to forbear their right to demand an immediate cash payment of the principal amount due plus accrued interest as a result of the Company’s failure to satisfy its payment obligations to the Holder on May 23, 2017 so long as the Company complies with its other obligations under the November 2016 Notes and the other transaction documents. The Forbearance Agreements did not waive the default interest rate of 24%. In consideration therefore, and as currently set forth in the November 2016 Notes, the Holders shall be entitled to convert such notes from time to time at their discretion in accordance with the terms of the November 2016 Notes and the November 2016 Notes shall not be subject to repayment unless agreed to by the Holder of such Note. In connection with the Forbearance Agreement,Agreements, in May 2017, the Company increased the principal balance of the November 2016 Notes by $159,135, reduced accrued interest payable by $17,836, and recorded debt settlement expense of $141,299.

In 2017, the Company also increased the principal amount of these notes by $42,327 and charged this to interest expense for other default charges and other expenses.

During

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

In 2017, the six months ended June 30,Purchasers converted $369,423 and $32,878 of outstanding principal and interest, respectively, of the November 2016 Notes into 8,362,338 shares of common stock.

In 2018, the Company issuedPurchasers fully converted the remaining outstanding principal and interest of $139,712 and $21,869, respectively, of the November 2016 Notes into 13,028,779 shares of common share for the conversionstock. As of principal balance of $139,712, accrued interest of $21,869 and recorded additional default interest expense of $8,892December 31 2018, there were no November 2016 Notes outstanding.

 

The November 2016 Notes and related Warrants include aincludes; (i) down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception.inception; and (ii) default conversion and exercise price provisions where, the November 2016 Notes shall be convertible and the November 2016 Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the common stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). Subsequent to the date of these November 2016 Notes, the Company sold stock at a share price of $0.075 per share then to $0.05 per share and then $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price on the November 2016 Notes were lowered to $0.05 per share then to $0.03 per share and then to $0.006 per share and the exercise price of the November 2016 Warrants was lowered to $0.006. Additionally, the total number of November 2016 Warrants were increased on a full ratchet basis from 2,333,334 warrants to 13,611,11431,759,268 warrants, an increase of 29,425,934 warrants (see Note 7)8). In September 2017, the Company issued 9,547,087 shares of its common stock upon the cashless exercise of 9,074,076 of these warrants (see Note 7)8). The remaining 4,537,038 warrantsAs of March 31, 2019, there were then ratcheted to 22,685,192 warrants based onoutstanding under the new ratcheted down $0.006 per share exercise price.November 2016 Warrants.

 

June 2017 Financing

 

On June 2, 2017, the Company entered into a 2ndSecurities Purchase Agreement (the “2nd“Second Securities Purchase Agreement”) with the Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the 2ndSecond Securities Purchase Agreement, the Company issued upon closing to the Purchasers for an aggregate subscription amount of $233,345: (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the “June 2017 Notes”); and (ii) warrants (the “June 2017 Warrants”) to purchase an aggregate of 1,555,633 shares of the Company’s common stock, par value $0.001$0.0001 per share at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the June 2017 Warrants) and exercisable for five years after the issuance date.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(Unaudited)

 

The aggregate principal amount of the June 2017 Notes iswas $233,345 and the Company received $200,000$190,000 after giving effect to the original issue discount of $33,345.$33,345 and $10,000 of offering costs. The June 2017 Notes bear interest at a rate equal to 10% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the June 2017 Notes)), have a maturity date of February 2, 2018 and are convertible (principal and interest) at any time after the issuance date, of issuance into shares of the Company’s common stock at an initial conversion price equal to $0.15 per share (subject to adjustment as provided in the June 2017 Notes), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the June 2017 NoteNotes shall be convertible and the June 2017 Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the common stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). The June 2017 Notes are currently in default. The June 2017 Notes provide for two amortization payments on the six-month, seven-month and eight-month anniversary of the issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash then the payment is an amount equal to 120% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 125% of the applicable amortization payment.

In 2018, the Company also increased the principal amount of these notes by $2,268 for other default charges and other expenses.

The June 2017 Notes may be prepaid at any time until the 180th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the June 2017 Notes and accrued and unpaid interest during months four through six following the Original Issue Date. In order to prepay the June 2017 Notes, the Company shall provide 20 Trading Days prior written notice to the Holder, during which time the Holder may convert the June 2017 Notes in whole or in part at the Conversion Price. During the six months ended June 30, 2018, the Company also increased the principal amount of these notes by $2,268 for other default charges and other expenses. In 2018, the Purchasers converted $118,786 and $7,036 outstanding principal and interest, respectively, of the June 2017 Notes into 14,864,066 shares of common stock. In addition, pursuant a securities purchase agreement dated September 24, 2018, the Company purchased back from one Purchaser, a June 2017 Note with $37,814 and $4,534 of outstanding principal and interest, respectively, (see-Puritan Settlement Agreement below). During the three months ended March 31, 2019, the Purchasers converted $77,782, $13,593 and $36,134 outstanding principal, interest and default interest, respectively, of the June 2017 Notes into 24,135,173 shares of common stock. As of March 31, 2019, the June 2017 Notes had outstanding principal and accrued interest of $1,495 and $0, respectively.

 

The June 2017 Notes and related June 2017 Warrants include aincludes; (i) down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception.inception; and (ii) default conversion and exercise price provisions where, the June 2017 Notes shall be convertible and the June 2017 Warrants shall be exercisable at Default Conversion Price as defined above. Subsequent to the date of these June 2017 Notes, the Company sold stock at a share price of $0.05 per share and then $.01$0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the notes were lowered to $0.006 per shares and the exercise price of the June 2017 Warrants were lowered to $0.006 per share and the total number of June 2017 Warrants were increased on a full ratchet basis from 1,555,632 warrants to 45,372,60045,372,601 warrants, an increase of 43,816,968 warrants. During the six months ended June 30,warrants (see Note 8). In 2018, the Company issued 6,893,1458,498,637 shares of its common stock upon the cashless exercise of 9,074,520 of these warrants and cancelled 6,049,680 warrants related to a change in the estimate15,124,200 of the numberJune 2017 Warrants. As of March 31, 2019, there were 30,248,401 warrants reflected as issued previously calculated in connection withoutstanding under the full ratchet adjustment terms of the warrant.June 2017 Warrants.

 

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

July 2017 Financing

 

On July 26, 2017, the Company entered into and closed on a 3rd Securities Purchase Agreement (the “3rd“Third Securities Purchase Agreement”) with three institutional investors (the “Purchasers”)the Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the 3rdThird Securities Purchase Agreement, the Company issued upon closing to the Purchasers for an aggregate subscription amount of $300,000: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,883 (the “July 2017 Notes”); and (ii) warrants (the “July 2017 Warrants”) to purchase an aggregate of 4,769,763 shares of the Company’s common stock at an exercise price of $0.10 per share (subject to adjustments under certain conditions as defined in the Warrants). The closing under the 3rd Securities Purchase Agreement occurredJuly 2017 Notes were issued on July 26, 2017. TheseThe July 2017 Notes bear interest at a rate equal to 5% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the July 2017 Notes)), have a maturity date of March 25, 2018 and are convertible (principal, and interest) at any time after the issuance date of these Notes into shares of the Company’s Common Stockcommon stock at a conversion price equal to $0.07 per share (subject to adjustment as provided in the Note)July 2017 Notes), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the July 2017 Notes shall be convertible and the July 2017 Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the Common Stockcommon stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”) and the exercise price of the. The July 2017 Warrants shall be 60% of the Default Conversion Price. TheseNotes are currently in default. The July 2017 Notes provide for three amortization payments on the six-month, seven-month and eight-month anniversary of the issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash then the payment is an amount equal to 110% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 115% of the applicable amortization payment. TheseThe July 2017 Notes may be prepaid at any time until the 210th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the July 2017 Notes and accrued and unpaid interest during months four through seven following the Original Issue Date.

In order to prepay thesethe July 2017 Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the July 2017 Notes in whole or in part at the Conversion Price. During the year ended December 31, 2018, the Purchasers converted $111,295 and $11,414 outstanding principal and interest, respectively, of the July 2017 Notes into 23,289,433 shares of common stock. In addition, pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, a July 2017 Note with $155,812 and $38,395 of outstanding principal and interest, respectively (see-Puritan Settlement Agreement below). As of March 31, 2019, the July 2017 Notes had outstanding principal and accrued interest of $44,518 and $21,473, respectively.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOn June 5, 2018, the original purchaser of the July 2017 Notes entered into an Assignment Agreement (“First Note Assignment”) with the assignee (“First Assignee”) for the sale of a portion of the July 2017 Notes (“First Assigned Note”) with outstanding principal of $111,295 and accrued interest of $29,180. In connection with the First Note Assignment, a default interest in the amount of $53,733 was charged, which was included in the sale price of the First Assigned Note totaling $194,208.

JUNE 30,

On October 16, 2018,

(Unaudited) the First Assignee, in turn entered into an Assignment Agreement (“Second Note Assignment”) with a another assignee (“Second Assignee”) for the sale of the First Assigned Note with outstanding principal of $194,208 and accrued interest of $3,204. In connection with the Second Note Assignment, a prepayment premium of $49,353 was charged which was included in the sale price of $246,765. In 2018, the Purchasers converted $17,500 of the outstanding principal of the new Note (“Second Assigned Note”), into 3,613,688 shares of common stock. During the three months ended March 31, 2019, the Purchasers converted $45,000 of the outstanding principal of the Second Assigned Note, into 8,188,388 shares of common stock. As of March 31, 2019, the Second Assigned Note had an outstanding principal balance of $184,264 and accrued interest of $0.

 

The July 2017 Notes and related Warrants include aincludes; (i) down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception.inception; and (ii) default conversion and exercise price provisions where, the July 2017 Notes shall be convertible and the July 2017 Warrants shall be exercisable at the Default Conversion Price as define above. Subsequent to the date of these July 2017 Notes, the Company sold stock at a share price of $0.05 per share and then at $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the notes wereJuly 2017 Notes was lowered to $0.006 per share and the exercise price of the July 2017 Warrants werewas lowered to $0.006 per share and the total number of July 2017 Warrants werewas increased on a full ratchet basis from 4,769,763 warrants to 79,496,050 warrants, an increase of 74,726,287 warrants (see Note 7)8). During the six months ended June 30,In 2018, the Company issued 15,845,29024,216,732 shares of its common stock upon the cashless exercise of 19,874,01326,498,683 of these warrants. As of March 31, 2019, there were 52,997,367 warrants and cancelled 6,624,670 warrants related to a change inoutstanding under the estimate of the number warrants reflected as issued previously calculated in connection with the full ratchet adjustment terms of the warrant.July 2017 Warrants.

 

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

January 2018 Financing

 

On January 29, 2018, the Company entered into and closed on a 4th Securities Purchase Agreement (the “4th“Fourth Securities Purchase Agreement”) with three institutional investors (the “Purchasers”)the Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the 4thFourth Securities Purchase Agreement, the Company issued upon closing to the Purchasers for an aggregate subscription amount of $333,333: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,333 (the “January 2018 Notes”); and (ii) 5 year warrants (the “January 2018 Warrants”) to purchase an aggregate of 8,333,333 shares of the Company’s common stock par value $0.001$0.0001 per share at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the Warrants). The closing under the 4thFourth Securities Purchase Agreement occurred on January 29, 2018. The aggregate principal amount of the January 2018 Notes is $333,333 and the Company received $295,000 after giving effect to the original issue discount of $33,333 and offering costs of $5,000. These January 2018 Notes bear interest at a rate equal to 5% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the January 2018 Notes)), have a maturity date of September 29, 2018 and are convertible (principal, and interest) at any time after the issuance date of these Notes into shares of the Company’s Common Stockcommon stock at a conversion price equal to $0.03 per share (subject to adjustment as provided in the Note)January 2018 Notes), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the January 2018 Notes shall be convertible and the January 2018 Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the Common Stockcommon stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”) and the exercise price of the January 2018 Warrants shall be 60% of the Default Conversion Price.. The January 2018 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of thesecurrently in default. The January 2018 Notes, the Company defaulted on these Notes. Accordingly, pursuant to the default provisions, the conversion price of the notes were lowered to 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”) and the exercise price of the January 2018 Warrants shall be 60% of the Default Conversion Price and the total number of January 2018 Warrants were increased on a full ratchet basis from 8,333,334 warrants to 22,675,740, an increase of 14,342,406 warrants (see Note 7).

These Notes provide for three amortization payments on the six-month, seven-month and eight-month anniversary of the original issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash, then the payment is an amount equal to 110% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 115% of the applicable amortization payment. TheseThe January 2018 Notes may be prepaid at any time until the 180th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the five months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the January 2018 Notes and accrued and unpaid interest during the six month following the Original Issue Date. In order to prepay thesethe January 2018 Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the January 2018 Notes in whole or in part at the Conversion Price. Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, a January 2018 Note with $111,111 and $98,031 outstanding principal and interest, respectively (see-Puritan Settlement Agreement below). As of March 31, 2019, the January 2018 Notes had outstanding principal and accrued interest of $222,222 and $49,302, respectively.

The January 2018 Notes and related Warrants includes; (i) down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception; and (ii) default conversion and exercise price provisions where, the January 2018 Notes shall be convertible and the January 2018 Warrants shall be exercisable at the Default Conversion Price as defined above. The total number of January 2018 Warrants were increased on a full ratchet basis from 8,333,334 warrants to 60,468,638, an aggregate increase of 52,135,304 warrants (see Note 8). Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, warrants to purchase 7,558,580 (post anti-dilution) of the Company’s common stock (see-Puritan Settlement Agreement below). As of March 31, 2019, there were 52,910,058 warrants outstanding under the January 2018 Warrants.

 

March 2018 Financing

 

On March 13, 2018, the Company entered into a 5thSecurities Purchase Agreement (the “5th“Fifth Securities Purchase Agreement”) securities with three institutional investorsthe Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Fifth Purchase Agreement, the Company issued for an aggregate subscription amount of $333,333: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,333 (the “Notes”“March 2018 Notes”) and (ii) warrants (the “Warrants”“March 2018 Warrants”) to purchase an aggregate of 12,500,000 shares of the Company’s common stock at an exercise price of $0.04 per share. The aggregate principal amount of the March 2018 Notes is $333,333 and as of the date the Company received $61,000 after giving effect to the original issue discount of $33,333 and offering costs of $10,000 which are treated as a debt discount, the payment of legal and accounting fees of $29,000 not related to theseMarch 2018 Notes and the funding of an escrow account held by the escrowsan escrow agent of $200,000. The March 2018 Notes bear interest at a rate of 5% per year (which interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the March 2018 Notes)), shall mature eight months from issuancehave a maturity date of November 13, 2018 and the principal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the March 2018 Notes); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the March 2018 Notes shall be convertible and the March 2018 Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the Common Stockcommon stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”) and the exercise price of the March 2018 Warrants shall be 60% of the Default Conversion Price.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(Unaudited)

The initial exercise price of the Warrants is $0.04 per share, subject to adjustment as described below, and the Warrants are exercisable for five years after the issuance date. The Warrants are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the Warrants. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of the Warrants is also subject to full ratchet price adjustment if the Company issues common stock at a price per share lower than the then-current exercise price of the Warrant.

. The March 2018 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of thesecurrently in default. The March 2018 Notes, the Company defaulted on these Notes. Accordingly, pursuant to the default provisions, the conversion price of the notes were lowered to the Default Conversion Price and the exercise price of the March 2018 Warrants shall be 60% of the Default Conversion Price and the total number of March 2018 Warrants were increased on a full ratchet basis from 12,500,000 warrants to 34,013,605, an increase of 21,513,605 warrants (see Note 7).

The Notes provide for amortization payments on each of the six-month anniversary of the issue date, seven-month anniversary of the issue date and on the maturity date with each amortization payment being one third of the total outstanding principal and all interest accrued as of the payment date. If the six-month amortization payment is made in cash then the Company shall pay the holder 110% of the applicable amortization payment and if the seven-month or the maturity date amortization payments are made in cash then the Company shall pay the holder 115% of the applicable amortization payment. The holder may elect at its option to receive the amortization payments in common stock subject to certain equity conditions.

The March 2018 Notes may be prepaid at any time until the 180th day following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest through the five month anniversary of the issue date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest from the fifth month anniversary of the issue date through the six month anniversary of the issue date. In order to prepay the March 2018 Notes, the Company shall provide 20 trading days prior written notice to the holders, during which time a holder may convert its March 2018 Notes in whole or in part at the conversion price. Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, a convertible note with $111,111 and $97,383 outstanding principal and accrued interest, respectively (see-Puritan Settlement Agreement below). During the three months ended March 31, 2019, the Purchasers converted $39,984 and $188 outstanding principal and accrued interest, respectively, of the March 2017 Notes into 7,826,868 shares of common stock. As March 31, 2019, the March 2018 Notes had outstanding principal and accrued interest of $182,238 and $42,069, respectively. 

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

The March 2018 Notes and related March 2018 Warrants includes; (i) down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception; and (ii) default conversion and exercise price provisions where, the March 2018 Notes shall be convertible and the March 2018 Warrants shall be exercisable the Default Conversion Price as defined above. The total number of March 2018 Warrants was increased on a full ratchet basis from 12,500,000 warrants to 90,702,955, an aggregate increase of 78,202,955 warrants (see Note 8). Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, warrants to purchase 11,337,869 (post anti-dilution) of the Company’s common stock (see-Puritan Settlement Agreement below). As of March 31, 2019, there were 79,365,086 warrants outstanding under the March 2018 Warrants.

July 2018 Financing

On July 25, 2018, the Company entered into a securities purchase agreement (the “Sixth Securities Purchase Agreement”) with an institutional investor for the sale of a convertible note in the aggregate principal amount of $150,000 (the “July 2018 Note”). The July 2018 Note bears interest at 8% per year and matures on July 24, 2019. The July 2018 Note is convertible into common stock at a 25% discount to the average of the closing prices of the common stock for the prior five trading days including the date upon which a notice of conversion is received by the Company or its transfer agent. The holder will not have the right to convert any portion of its note if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to its conversion. The July 2018 Note may be prepaid at the Company’s option at a 105% premium between 30 days and 180 days after issuance, and at a 110% premium between 180 days after issuance and the maturity date. Upon certain events defined in the note as “sale events”, the holder may demand repayment of the note for 125% of the principal plus accrued but unpaid interest. The note also includes certain penalties upon the occurrence of an event of default, including an increase in the principal and reduction in the conversion rate, as further described in the July 2018 Note. The Company agreed to use its best efforts to file a proxy statement and take all necessary corporate actions in order to obtain shareholder approval to increase its authorized shares of common stock or effect a reverse split to allow for reserving sufficient shares of common stock to allow for full conversion of the July 2018 Note. The July 2018 Note are currently in default. As of March 31, 2019, the July 2018 Note had outstanding principal and accrued interest of $150,000 and $14,137, respectively.

September 2018 Financing

On September 24, 2018, the Company entered into a securities purchase agreement (the “Seventh Purchase Agreement” and together with the Amended and Restated Purchase Agreements and the Second, Third, Fourth, Fifth and Sixth Purchase Agreement, the “Securities Purchase Agreements”) with four accredited investors (the “Seventh Round Purchasers” and together with the Purchasers, the “Note Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Seventh Purchase Agreement, the Company issued to the Seventh Round Purchasers for an aggregate subscription amount of $1,361,111; (i) 10% Original Issue Discount 5% Senior Convertible Notes in the aggregate principal amount of $1,361,111 (the “September 2018 Notes”) and (ii) 5 year warrants (the “September 2018 Warrants”) to purchase an aggregate of 51,041,667 shares of the Company’s common stock at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the September 2018 Warrants). The Company received $1,181,643 in aggregate net proceeds from the sale, net of $136,111 original issue discount and $43,357 in legal fees. The September 2018 Notes bear interest at a rate of 5% per year (which interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the September 2018 Notes)), shall mature on May 24, 2019 and the principal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the September 2018 Notes); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the September 2018 Notes shall be convertible and the September 2018 Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days (the “Default Conversion Price”). The September 2018 Notes are currently in default. The September 2018 Notes provide for amortization payments on each of the six-month anniversary of the issue date, seven-month anniversary of the issue date and on the maturity date with each amortization payment being one third of the total outstanding principal and all interest accrued as of the payment date. If the six-month amortization payment is made in cash then the Company shall pay the holder 110% of the applicable amortization payment and if the seven-month or the maturity date amortization payments are made in cash then the Company shall pay the holder 115% of the applicable amortization payment. The holder may elect at its option to receive the amortization payments in common stock subject to certain equity conditions. The Notes may be prepaid at any time until the 180th day following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the note and accrued and unpaid interest through the five month anniversary of the issue date, and (ii) 120% of outstanding principal balance of the notes and accrued and unpaid interest during month six following the original issuance date of the notes. In order to prepay the notes, the Company shall provide 20 trading days prior written notice to the holders, during which time a holder may convert its note in whole or in part at the conversion price. As of March 31, 2019, the September 2018 Notes had outstanding principal and accrued interest of $1,361,111 and $78,683, respectively.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

The initial exercise price of the September 2018 Warrants is $0.04 per share, subject to adjustment as described below, and the September 2018 Warrants are exercisable for five years after the issuance date. The September 2018 Warrants are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the warrants. The exercise price of the warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of the warrants is also subject to full ratchet price adjustment if the Company issues common stock at a price per share lower than the then-current exercise price of the warrant. Accordingly, pursuant to the default provisions, the September 2018 Notes shall be convertible and the September 2018 Warrants shall be exercisable at the Default Conversion Price as defined above. The total number of September 2018 Warrants was increased on a full ratchet basis from 51,041,667 warrants to 486,111,114, an aggregate increase of 435,069,447 warrants (see Note 8). As of March 31, 2019, there were 486,111,114 warrants outstanding under the September 2018 Warrants.

November 2018 Financing

On November 13, 2018, the Company entered into a securities purchase agreement (the “Eighth Purchase Agreement”) with an institutional accredited investor (the “Eighth Round Purchaser”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Eighth Purchase Agreement, the Company issued to the Eighth Round Purchasers for an aggregate subscription amount of $127,778: (i) 10% Original Issue Discount 5% Senior Convertible Note in the aggregate principal amount of $127,778 (the “November 2018 Note”) and (ii) 5 year warrants (the “November 2018 Warrant”) to purchase an aggregate of 4,743,750 shares of the Company’s common stock at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the November 2018 Warrant). The Company received $112,500 in aggregate net proceeds from the sale, net of $12,778 Original Issue Discount and $2,500 of legal fee. The November 2018 Note bears interest at a rate of 5% per year (which interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the November 2018 Note)), has a maturity date of July 13, 2019 and the principal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the November 2018 Note); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, theNovember 2018 Note shall be convertible and theNovember 2018Warrant shall be exercisable at 60% of the lowest closing price during the prior twenty trading days (the “Default Conversion Price”). The November 2018 Note provides for amortization payments on each of the six-month anniversary of the issue date, seven-month anniversary of the issue date and on the maturity date with each amortization payment being one third of the total outstanding principal and all interest accrued as of the payment date. If the six-month amortization payment is made in cash then the Company shall pay the holder 110% of the applicable amortization payment and if the seven-month or the maturity date amortization payments are made in cash then the Company shall pay the holder 115% of the applicable amortization payment. The holder may elect at its option to receive the amortization payments in common stock subject to certain equity conditions. The Note may be prepaid at any time until the 180th day following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest through the five month anniversary of the issue date, and (ii) 120% of outstanding principal balance of the Note and accrued and unpaid interest during month six following the original issuance date of the notes. In order to prepay the notes, the Company shall provide 20 trading days prior written notice to the holders, during which time a holder may convert its note in whole or in part at the conversion price. As of March 31, 2019, the November 2018 Note had outstanding principal and accrued interest of $127,778 and $2,416, respectively.

The initial exercise price of the November 2018 Warrant is $0.04 per share, subject to adjustment as described below, and the November 2018 Warrant is exercisable for five years after the issuance date. The November 2018 Warrant is exercisable for cash at any time and is exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the warrants. The exercise price of the warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of the warrants is also subject to full ratchet price adjustment if the Company issues common stock at a price per share lower than the then-current exercise price of the warrant. Accordingly, pursuant to the default provisions, the November 2018 Warrant shall be exercisable at the Default Conversion Price as defined above. As of March 31, 2019, there were 4,791,667 warrants outstanding under the November 2018 Warrant (see Note 8).

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

January 2019 Financing

On January 18, 2019, the Company entered into a securities purchase agreement (the “Ninth Securities Purchase Agreement”) with an institutional investor for the sale of a convertible note in the aggregate principal amount of $146,875 (the “January 2019 Note I”). The January 2019 Note I contains an original issue discount (“OID”) of $12,500 such that the purchase price of the January 2019 Note I was $134,375. The closing occurred on January 22, 2019, and the Company received a net amount of $125,000 after the payment of legal fees of $9,375. The January 2019 Note I has an interest rate of 5% per annum and matures on January 18, 2020. During the first six months the January 2019 Note I may be converted, all or a portion, of the outstanding principal into shares of the Company’s common stock at a fixed conversion price of $0.02 per share. Starting on the six-month anniversary, the conversion price shall be equal to 60% of the lowest trading price of the common stock during the 20 prior trading days (including the day upon which a notice of conversion is received). The January 2019 Note I may not be converted to the extent that such conversion would result in beneficial ownership by the investor and its affiliates to exceed more than 9.9% of the Company’s issued and outstanding common stock. If the Company prepays the January 2019 Note I within 150 days of its issuance, the Company must pay the principal at a cash redemption premium of 115%, in addition to accrued interest; if such prepayment is made from the151st day to the 180th day after issuance, then such redemption premium is 120%, in addition to accrued interest. After the 180th day following the issuance of the January 2019 Note I, there shall be no further right of prepayment. As of March 31, 2019, the January 2019 Note I had outstanding principal and accrued interest of $146,875 and $1,449, respectively.

On January 18, 2019, the Company entered into a securities purchase agreement (the “Tenth Securities Purchase Agreement”) with an institutional investor for the sale of a convertible note in the aggregate principal amount of $88,125 (the “January 2019 Note II”). The January 2019 Note II contains an original issue discount (“OID”) of $7,500 such that the purchase price of the January 2019 Note II was $80,625. The closing occurred on January 29, 2019, and the Company received a net amount of $75,000 after the payment of legal fees of $5,625. The January 2019 Note II has an interest rate of 5% per annum and matures on January 18, 2020. During the first six months the January 2019 Note II is in effect, the investor may convert all or a portion of the outstanding principal of the January 2019 Note II into shares of the Company’s common stock at a fixed conversion price of $0.02 per share. Starting on the six-month anniversary, the conversion price shall be equal to 60% of the lowest trading price of the common stock during the 20 prior trading days (including the day upon which a notice of conversion is received). The investor may not convert the January 2019 Note II to the extent that such conversion would result in beneficial ownership by the investor and its affiliates of more than 9.9% of the Company’s issued and outstanding common stock. If the Company prepays the January 2019 Note II within 150 days of its issuance, the Company must pay the principal at a cash redemption premium of 115%, in addition to accrued interest; if such prepayment is made from the151st day to the 180th day after issuance, then such redemption premium is 120%, in addition to accrued interest. After the 180th day following the issuance of the January 2019 Note II, there shall be no further right of prepayment. During the three months ended March 31, 2019, the Purchasers converted $15,000 and $16 outstanding principal and accrued interest, respectively, of the January 2019 Note II into 2,780,822 shares of common stock. As of March 31, 2019, the January 2019 Note II had outstanding principal and accrued interest of $73,125 and $853, respectively.

March 2019 Financing

On March 25, 2019, the Company entered into a securities purchase agreement (the “Eleventh Purchase Agreement”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Eleventh Purchase Agreement, the Company issued to the Eleventh Round Purchaser for an aggregate subscription amount of $50,000: (i) 10% Original Issue Discount and 5% Senior Convertible Notes in the aggregate principal amount of $55,556 (the “March 2019 Note”) and (ii) 5 year warrants (the “March 2019 Warrant”) to purchase an aggregate of 2,083,333 shares of the Company’s common stock at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the March 2019 Warrant). The Company received $50,000 in aggregate net proceeds from the sale, net of $5,556 original issue discount. The March 2019 Note bears an interest rate of 5% per year (which interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the March 2019 Note)), shall mature on November 25, 2019 and the principal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the March 2019 Note); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the March 2019 Note shall be convertible and the March 2019 Warrant shall be exercisable at 60% of the lowest closing price, as reported on the OTCQB or other principal trading market, during the prior twenty trading days (the “Default Conversion Price”). The investor may not convert the March 2019 Note to the extent that such conversion would result in beneficial ownership by the investor and its affiliates of more than 9.9% of the Company’s issued and outstanding common stock. The March 2019 Note may be prepaid at anytime until the 180th following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the March 2019 Note and accrued and unpaid interest during the period from the original issue date through the five months following the original issue date, and (ii) 120% of the outstanding principal balance of the March 2019 Note and accrued and unpaid interest during month six following the original issue date. In order to prepay the March 2019 Note, the Company shall provide twenty trading days prior written notice to the lender, during which time the investor may convert the March 2019 Note in whole or in part at the conversion price. As of March 31, 2019, the March 2019 Note had outstanding principal and accrued interest of $55,556 and $46, respectively.

 

The November 2016 Notes,initial exercise price of the March 2019 Warrant is $0.04 per share, subject to adjustment as described below, and the March 2019 Warrant are exercisable for five years after the issuance date. The March 2019 Warrant are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the warrants. The exercise price of the warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of the warrants is also subject to full ratchet price adjustment if the Company issues common stock at a price per share lower than the then-current exercise price of the warrant. Accordingly, pursuant to the default provisions, the March 2019 Warrant shall be convertible shall be exercisable at the Default Conversion Price as defined above. As of March 31, 2019, there were 2,083,333 warrants outstanding under the March 2019 Warrant (see Note 8).

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

The June 2017, Notes, July 2017, January 2018, March 2018, July 2018, September 2018, November 2018, January 2019 and March 20182019 Notes (collectively, the “Notes”) contain certain covenants such as default provisions, restrictions on the incurrence of indebtedness, creation of liens, payment of restricted payments, redemptions, payment of cash dividends and the transfer of assets. TheseThe Notes also contains certain adjustment provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions. The conversion price is also subject to adjustment if the Company issues or sells shares of its common stock for a consideration per share less than the conversion price then in effect, or issue options, warrants or other securities convertible or exchange for shares of its common stock at a conversion or exercise price less than the conversion price of these Notes then in effect. If either of these events should occur, the conversion price is reduced to the lowest price at which these securities were issued or are exercisable. The Company granted the Note Purchasers certain rights of first refusal on future offerings by the Company for as long as the Note Purchasers hold thesethe Notes. In addition, subject to limited exceptions, the Note Purchasers will not have the right to convert any portion of these Notethe Notes if the Note Purchaser, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stockcommon stock outstanding immediately after giving effect to its conversion. The Note Purchaser may increase or decrease this ownership limitation to any percentage not exceeding 9.99% upon 61 days prior written notice to the Company.

 

The November 2016, June 2017, July 2017, January 2018, March 2018, September 2018, November 2018 and March 20182019 Warrants (collectively, the “Warrants”) are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the Warrants. The exercise price of thesethe Warrants are subject to adjustment in the event of default, certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stockcommon stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of thesethe Warrants are also subject to full ratchet price adjustment if the Company sells or grants any option to purchase, sells or re-prices any common stock or common stock equivalents, as defined, at an exercise price lower than the then-current exercise price of thesethe Warrants with the exception for certain exempted issuances and subject to certain limitations on the reduction of the exercise price as provided in the Warrants. In the event of a fundamental transaction, as described in these Warrantswarrants and generally including any reorganization, recapitalization or reclassification of the Common Stock,common stock, the sale, transfer or other disposition of all or substantially all of the Company’s properties or assets, the Company’s consolidation or merger with or into another person, the acquisition of more than 50% of the outstanding Common Stock,common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the outstanding Common Stock,common stock, the holders of thesethe Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised thesethe Warrants immediately prior to such fundamental transaction; provided that upon the occurrence of certain fundamental transactions, the holder can require the Company to purchase thesethe Warrants for cash at a price equal to the higher of the Black Scholes Value of the unexercised portion of thesethe Warrants or difference between the cash per share paid in the fundamental transaction and the exercise price per share. The holders of thesethe Warrants will not have the right to exercise any portion of thesethe Warrants if the holder (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of thesethe Warrants.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(Unaudited)

 

In connection withTo secure the Company’s obligations under each of the November 2016, June 2017, July 2017, January 2018, March 2018, September 2018 and MarchNovember 2018 Notes, the Company entered into a Security Agreement,Agreements, Pledge AgreementAgreements and Subsidiary GuarantyGuaranty’s with Calvary Fund I LP, as agent, pursuant to which the Company granted a lien on all assets of the Company (the “Collateral”) excluding permitted indebtedness which included a first lien held by Regions Bank in connection with the $100,000 revolving promissory note entered into with Regions Bank in October 2014, for the benefit of the Purchasers, to secure the Company’s obligations under the Notes.Note Purchasers. Upon an Event of Default (as defined in the related Notes), the Note Purchasers may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease or dispose of the Collateral.

 

During the sixthree months ended June 30, 2018,March 31, 2019, the Company issued 38,395,067Purchasers converted an aggregate of $177,766 and $13,798 outstanding principal and interest of the Notes, respectively, and $36,134 of default interest, into 42,931,251 shares of its common stock upon the conversion of principal note balances of $279,359 and accrued interest and penalties of $91,907.stock.

 

Puritan Settlement Agreement

On September 24, 2018, the Company and Puritan Partners LLC (“Puritan”) entered into a securities purchase agreement (the “Puritan Purchase Agreement”), pursuant to which the Company purchased (using proceeds from the September 2018 Notes) back from Puritan, June 2017, July 2017, January 2018, March 2018 and July 2018 Notes having an aggregate outstanding principal and accrued but unpaid interest amount of $654,191 and June 2017, January 2018 and March 2018 Puritan Warrants to purchase up to 24,946,128 shares of common stock as well as the securities and certain rights associated thereunder for an aggregate purchase price of $900,000, which was paid on September 26, 2018. In connection with the purchase and extinguishment of the above mentioned notes and warrants, the Company paid $245,809 for additional penalties and interest which is reflected in loss on debt extinguishment. Additionally, the Company revalued the derivative liabilities associated with these notes and warrants and recorded a gain on debt extinguishment of $1,323,111, during the nine months ended September 30, 2018.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

Derivative liabilities pursuantLiabilities Pursuant to Notes and Warrants

 

In connection with the issuance of the November 2016, June 2017, July 2017, January 2018 and March 2018 Notes and Warrants, the Company determined that the terms of these Notethe Notes and Warrants contain terms that included a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Accordingly, under the provisions of FASB ASC Topic No. 815-40 “DerivativesDerivatives and Hedging – Contracts in an Entity’s Own Stock”Stock, the embedded conversion option contained in the convertible instruments and the Warrants were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives and Warrants were determined using the Binomial valuation model. At the end of each period, on the date that debt was converted into common shares, and on the date of a cashless exercise of warrants, the Company revalued the embedded conversion option and warrants derivative liabilities.

In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The guidance was adopted as of January 1, 2019 and the Company elected to record the effect of this adoption retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the condensed consolidated balance sheet as of the beginning of 2019, the period which the amendment is effective. The Company adopted ASU No. ASU No. 2017-11 in the first quarter of 2019, and the adoption did not have any impact on its consolidated financial statements.

 

In connection with the issuance of the January 2019 and March 20182019 Notes and related Warrants, during the sixthree months ended June 30, 2018,March 31, 2019, on the initial measurement date, the fair values of the embedded conversion option derivative and warrant derivative of $627,526$89,123 was recorded as derivative liabilities and was allocated as a debt discount up to the net proceeds of the Convertible NoteJanuary 2019 and March 2019 Notes of $569,779, with the remainder of $57,747 charged to current period operations as initial derivative expense.$89,123.

 

At the end of the period, the Company revalued the embedded conversion option and warrant derivative liabilities. In connection with these revaluations and the initial derivative expense, the Company recorded derivative income (expense)expense (income) of $5,355,681$3,077,306 and $(963,529)$(9,477,478) for the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, respectively.

Additional purchaser rights and company obligations

The Securities Purchases Agreements also requires the Company to pay counsel for the holders $10,000, satisfy the current public information requirements under SEC Rule 144(c), refrain from issuing securities for a period of 30 days from closing and provides the holders with rights of participation in future financings for a period of 12 months from the closing.

 

During the sixthree months ended June 30, 2018,March 31, 2019, the fair value of the derivative liabilities was estimated using the Binomial valuation model with the following assumptions:

 

Dividend rate  0%
Term (in years)  0.01 to 5.00 years 
Volatility  188.9%165.2% to 197.1189.3%
Risk-free interest rate  2.07%2.21% to 2.942.99%

 

At June 30, 2018March 31, 2019 and December 31, 2017,2018, the convertible debt consisted of the following:

 

 June 30, 2018 December 31, 2017  March 31, 2019 December 31, 2018 
Principal amount $1,230,333  $840,757  $2,549,183  $2,436,394 
Less: unamortized debt discount  (301,126)  (154,374)  (516,014)  (1,002,142)
Convertible note payable, net $929,207  $686,383  $2,033,169  $1,434,252 

 

For the sixthree months ended June 30,March 31, 2019 and 2018 and 2017, amortization of debt discounts related to this Convertible Note and the Notes amounted to $501,963$615,806 and $291,668,$257,277, respectively, which has been included in interest expense on the accompanying consolidated statements of operations. The weighted average interest rate during the six months ended June 30, 2018 and 2017 was approximately 14.5% and 10.0%, respectively.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(Unaudited)

Termination of October 20, 2015 Agreements

On March 13, 2018, the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a termination agreement (the “Termination Agreement”) pursuant to which the parties terminated (i) the purchase agreement between them dated October 20, 2015 (the “Equity Line Agreement”) that provided the Company the right to sell to Lincoln Park, at its sole discretion, up to $10,100,000 of the Company’s common stock and (ii) the related registration rights agreement pursuant to which the Company had agreed to file a registration statement with the Securities and Exchange Commission covering the shares issuable under the Equity Line Agreement and related share issuances.

 

NOTE 5 –LOANS PAYABLE

 

From June 2017 to September 2017, the Company entered into loan agreements with several third parties (the “Loans”). Pursuant to the loan agreements, the Company borrowed an aggregate principal amount of $538,875. The Loans bear interest at an annual rate of 33.3%, are unsecured and are in default. As of March 31, 2019 and December 31, 2018, loan principal due to these third parties amounted to $538,875 for both periods. At March 31, 2019 and December 31, 2018, accrued interest payable related to these Loans amounted to $290,024 and $250,777, respectively.

NOTE 6 –OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES

In September 2015, the Company entered into a lease agreement for its corporate facility in Baton Rouge, Louisiana. The lease is for a period of 60 months commencing in September 2015 and expiring in August 2020. Pursuant to the lease agreement, the lease requires the Company to pay a monthly base rent of $3,067 plus a pro rata share of operating expenses beginning September 2015 and of monthly base rent $3,200 beginning plus a pro rata share of operating expenses beginning September 2018.

In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs (see Note 2). In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right-of-use assets and lease liabilities of $59,216.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

Right-of-use asset (“ROU”) is summarized below:

  March 31, 2019 
Operating office lease $59,216 
Less accumulated reduction  (8,882)
Balance of ROU asset as of March 31, 2019 $50,334 

Operating lease liability related to the ROU asset is summarized below:

  March 31, 2019 
Operating office lease $59,216 
Total lease liabilities  59,216 
Reduction of lease liability  (8,882)
Total  50,334 
Less: short term portion as of March 31, 2019  (35,530)
Long term portion as of March 31, 2019 $14,804 

Fair value of lease payments under non-cancelable operating lease at March 31, 2019 are as follows (see Note 9):

Year ended December 31, 2019 $38,400 
Year ended December 31, 2020  25,600 
Total  64,000 
Less: payments during the three months ended March 31, 2019  (9,600)
Lease liability fair value as of March 31, 2019  54,400 

 

NOTE 67RELATED-PARTY TRANSACTIONS

 

Due to related parties

 

From time to time, the Company receives advances from and repays such advances to the Company’s former chief executive officer for working capital purposes.purposes and to repay indebtedness.

 

For the sixthree months ended June 30,March 31, 2018, due to related party activity consisted of the following:

 

 CEO Total  Total 
Balance due to related parties at December 31, 2017 $261,584  $261,584 
Balance due to related parties at December 31, 2018 $(315,466)
Working capital advances received  89,596   89,596   (31,970)
Repayments made  (12,000)  (12,000)   
Balance due to related parties at June 30, 2018 $339,180  $339,180 
Balance due to related parties at March 31, 2019 $(347,436)

 

NOTE 78STOCKHOLDERS’ DEFICIT

 

Shares Authorized

 

On August 12, 2015,April 3, 2019, the Company filed amended and restatedan amendment to its Articles of Incorporation with the Nevada Secretaryto increase itsauthorized common stock from 500,000,000 shares to 1,500,000,000 shares (see Note 1). The Company’s1,520,000,000 authorized shares consisted of State to authorize 520,000,0001,500,000,000 shares of capital stock, of which 500,000,000 shares are common stock, with a par value of $0.0001 per share, (“Common Stock”), and 20,000,000 shares areof preferred stock, with a par value $0.0001 per share.

On April 24, 2019, the board of directors of the Company approved resolutions, and on April 26, 2019, certain stockholders representing a majority of our outstanding voting capital on such date approved by written consent the taking of all steps necessary to increase its authorized common stock from 1,500,000,000 shares to 5,000,000,000 shares (see Note 1 and Note 10). The Company’s 5,020,000,000 authorized shares will consist of 5,000,000,000 shares of common stock, par value $0.0001 per share, (“Preferred Stock”).and 20,000,000 shares of preferred stock, par value $0.0001 per share. As of the date of this report, the amendment to the articles of incorporation had not been filed with the State of Nevada.

 

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

Series A Preferred Stock

 

On August 20, 2015, the Company filed the Certificate of Designation with the Nevada Secretary of State, designating 1,000,000 shares of the authorized 20,000,000 Preferred Stock as Series A Preferred Stock. Each holder of Series A Preferred Stock is entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company.

 

The holders of Series A Preferred Stock shall have no special voting rights and their consent is not required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for the taking of any corporate action. OnAs of March 31, 2019 and December 31, 2017 and 2016,2018, there were 1,000,000 shares of the Company’s Series A Preferred Stock issued and outstanding. Of these shares, 500,000 are held by our Chief Executive Officer and 500,000 shares are held by a former member of our Board of Directors.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(Unaudited)

Series B Preferred Stock

 

On March 7, 2017, the Company filed a certificate of designation, preferences and rights of Series B preferred stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to designate 7,892,000 shares of its previously authorized preferred stock as Series B preferred stock, par value $0.0001 per share and a stated value of $0.0001 per share. The Certificate of Designation and its filing was approved by the Company’s board of directors without shareholder approval as provided for in the Company’s articles of incorporation and under Nevada law. The holders of shares of Series B preferred stock are entitled to dividends or distributions share for share with the holders of the Common Stock, if, as and when declared from time to time by the Board of Directors. The holders of shares of Series B preferred stock have the following voting rights:

 

 Each share of Series B preferred stock entitles the holder to 100 votes on all matters submitted to a vote of the Company’s stockholders.
   
 Except as otherwise provided in the Certificate of Designation, the holders of Series B preferred stock, the holders of Company common stock and the holders of shares of any other Company capital stock having general voting rights and shall vote together as one class on all matters submitted to a vote of the Company’s stockholders; and
   
 Commencing at any time after the date of issuance of any shares of the Series B Preferred Stock (the “Issuance Date”) and upon the earliest of the occurrence of (i) a holder of the Series B Preferred Stock owning, directly or indirectly as a beneficiary or otherwise, shares of Common Stock which are less than 5.0% of the total outstanding shares of Common Stock, (ii) the date a holder of the Series B Preferred Stock is no longer an employee of the Company or any of its subsidiaries or (iii) five years after the Issuance Date, the Company shall have the right to redeem all of the then outstanding Series B Preferred Stock held by such holder at a price equal to the Stated Value (the “Redemption Price”). The Series B Preferred Stock which is redeemed as provided for in the Certificate of Designations shall be returned to the Company (and, if not so returned, shall automatically be deemed canceled). The Redemption Price shall be mailed to such holder at the holder’s address of record, and the Series B Preferred Stock owned by such holder shall be canceled.

 

In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Corporation, the holders of the Series B Preferred Stock shall be entitled to receive, share for share with the holders of shares of Common Stock and Series A Preferred Stock, all the assets of the Corporation of whatever kind available for distribution to stockholders, after the rights of the holders of the Series A Preferred Stock have been satisfied.

 

In March 2017, the Company issued 2,892,000 shares of Series B Preferred to Jonathan F. Head, Ph. D, the Company’s Chief Executive Officer and a member of the Board of Directors of the Company as provided for in the Contribution Agreement. The Series B preferred stock issued to Dr. Head and were determined to have nominal value of $289, or $.0001$0.0001 per shares, and was recorded as compensation expense. In addition, in March 2017 the Company issued 5,000,000 shares of Series B Preferred to Banco Actinver for the benefit of the Vitel Stockholders as partial consideration in the exchange for 100% of the issued and outstanding capital stock of Vitel. (See Note 3). The 5,000,000 shares of Series B preferred stock which primarily gives the holder voting rights and were determined to have nominal value of $500, or $.0001$0.0001 per shares.

On February 20, 2019, pursuant to the Certificate of Designation, the Company exercised its right to redeem 5,000,000 shares of the Series B Preferred outstanding held by to Banco Actinver, S.A., in its capacity as Trustee of the Trust Agreement for the benefit of Mr. Cosme and Mr. Alaman equal to the stated value. The total redemption price equaled $500 or $0.0001 per share of Series B Preferred. As of June 30,March 31, 2019 and December 31, 2018, there arewere 2,892,000 and 7,892,000 shares of Series B Preferred issued and outstanding.outstanding, respectively.

 

Common Stock

Shares issued for cash

In January 2018, pursuant to a unit subscription agreement, the Company issued 600,000 shares of its unregistered common stock to an investor for cash proceeds of $6,000, or $0.01 per share.

Common stock issued for debt conversion

From January 1, 2018 to June 30, 2018, the Company issued 38,395,067 shares upon conversion of debt of $279,359 and accrued interest and penalties of $91,907. Upon the conversion of the debt, the Company valued the related derivative liability using the Binomial valuation model and calculated a fair value of $235,555 which was recorded as a reduction of derivative liabilities and as gain on debt extinguishment.

Shares issued for cashless exercise of warrants

During January through June 2018, the Company issued 22,738,435 shares of its common stock upon the cashless exercise of 28,948,533 of these warrants.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018March 31, 2019

(Unaudited)

 

Common Stock

Shares issued for cash

During the three months ended March 31, 2018, pursuant to a unit subscription agreement, the Company issued 600,000 shares of its unregistered common stock to an investor for cash proceeds of $6,000, or $0.01 per share.
During the three months ended March 31, 2019, the Company did not issue any shares its common stock for cash.

Common stock issued for debt conversion

During the three months ended March 31, 2018, the Company issued an aggregate of 28,450,009 shares its common stock upon conversion of debt of $249,359 and accrued interest and penalties of $86,330.
During the three months ended March 31, 2019, the Company issued an aggregate of 42,931,251 shares its common stock upon conversion of debt of $177,766 and accrued interest and penalties of $49,932. These shares of common stock had an aggregate fair value of $439,358 and the Company recorded $211,661 of loss on debt extinguishment related to the note conversions.

Shares issued for cashless exercise of warrants

During the three months ended March 31, 2018, the Company issued 18,429,093 shares of its common stock upon the cashless exercise of 25,357,414 of these warrants.
During the three months ended March 31, 2019, the Company did not issue any shares its common stock for cashless exercise of warrants.

Warrants

Warrants issued pursuant to subscription agreements

In 2016, in connection with the sale of common stock, the Company issued an aggregate of 971,538 five-year warrants to purchase common shares for an exercise price of $0.30 per common share to investors pursuant to unit subscription agreements. As of March 31, 2019 and December 31, 2018, 968,844 and 971,538 of these warrants were issued and outstanding, respectively.

In 2017, in connection with the sale of common stock, the Company issued an aggregate of 4,626,579 five-year warrants to purchase common shares for an exercise price of $0.30 per common share to investors pursuant to unit subscription agreements. As of March 31, 2019 and December 31, 2018, 4,626,579 of these warrants were issued and outstanding.

Warrants issued pursuant to Securities Purchase Agreements

 

The November 2016 Warrants includewarrants detailed below, issued pursuant to the Securities Purchase Agreements (see Note 4), have initial exercise price between $0.175 and $0.04 (subject to adjustments under certain conditions as defined in the agreements) and includes a down-round provision under which the exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these November 2016 Warrants, the Company sold stock atIt also includes a share price of $0.075 per share, $0.05 per share and $0.01 per share. Accordingly,default provision pursuant to which, these ratchet provisions,Warrants shall be convertible shall be exercisable at the exercise price ofDefault Conversion Price as defined in the November 2016 Warrants was lowered to $0.006. Additionally,related Notes (see Note 4).

Outstanding warrants for the total number of November 2016 Warrants were increased on a full ratchet basis from 2,333,334 warrants to 13,611,114 warrants. In September 2017,three months ended March 31, 2019 are summarized as follows:

  Original warrants issued  Anti-dilution adjustment  

Warrants purchased back - Puritan Settlement Agreement (post anti-

dilution)

  Total warrants exercised (Cashless exercise)  

Outstanding warrants
as of

March 31, 2019

  

Exercise price at

March 31, 2019

 
November 2016 Warrants  2,333,334   29,424,934      (9,074,076)  22,685,192  $0.006 
June 2017 Warrants  1,555,633   43,816,968      (15,124,200)  30,248,401  $0.006 
July 2017 Warrants  4,769,763   74,726,287      (26,498,683)  52,997,367  $0.006 
January 2018 Warrants  8,333,334   52,135,304   (7,558,580)     52,910,058  $0.004 
March 2018 Warrants  12,500,000   78,202,955   (11,337,869)     79,365,086  $0.004 
September 2018 Warrants  51,041,667   435,069,447         486,111,114  $0.004 
November 2018 Warrants  4,791,667            4,791,667  $0.040 
March 2019 Warrants  2,083,333            2,083,333  $0.040 
   87,408,731   713,375,895   (18,896,449)  (50,696,959)  731,191,218     

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

During the three months ended March 31, 2018, the Company issued 9,547,08722,684,086 shares of its common stock upon the cashless exercise of 9,074,076 of these warrants. The remaining 4,537,038 warrants were then ratcheted to 22,685,192 warrants based on the new ratcheted down $0.006 per share exercise price.

On June 2, 2017, in connection with the 2nd Securities Purchase Agreement (see Note 4), the Company issued the June 2017 Warrants to purchase 1,555,633 shares of the Company’s common stock, par value $0.001 per share at an exercise price of $0.175 (subject to adjustments under certain conditions as defined in the June 2017 Warrants). The June 2017 Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these June 2017 Notes, the Company sold stock at a share price of $0.05 per share and $0.01 per share. Accordingly, pursuant to these ratchet provisions, the exercise price of the June 2017 Warrants were lowered to $0.006 per share and the total number of June 2017 Warrants were increased on a full ratchet basis from 1,555,632 warrants to 45,372,600 warrants, an increase of 43,816,968 warrants. During the six months ended June 30, 2018, the Company issued 6,893,145 shares of its common stock upon the cashless exercise of 9,074,520 of these warrants and cancelled 6,049,680 warrants related to a full ratchet adjustment.

On July 26, 2017, in connection with the 3rd Securities Purchase Agreement (see Note 4), the Company issued the July 2017 Warrants to purchase 4,769,763 shares of the Company’s common stock, par value $0.001 per share at an exercise price of $0.10 (subject to adjustments under certain conditions as defined in the July 2017 Warrants). The July 2017 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these July 2017 Notes, the Company sold stock at a share price of $0.05 per share and $0.01 per share. Accordingly, pursuant to these ratchet provisions, the exercise price of the July 2017 Warrants were lowered to $0.006 per share and the total number of July 2017 Warrants were increased on a full ratchet basis from 4,769,763 warrants to 79,496,050 warrants, an increase of 74,726,287 warrants. During the six months ended June 30, 2018, the Company issued 15,845,290 shares of its common stock upon the cashless exercise of 19,874,013 of these warrants and cancelled 6,624,670 warrants related to a full ratchet adjustment.

On January 29, 2018, in connection with the 4th Securities Purchase Agreement (see Note 4), the Company issued the January 2018 Warrants to purchase 8,333,334 shares of the Company’s common stock, par value $0.001 per share at an exercise price of $0.04 (subject to adjustments under certain conditions as defined in the January 2018 Warrants). The January 2018 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of the 4th Securities Purchase Agreement, the Company defaulted on the Notes. Accordingly, pursuant to the default provisions, the exercise price of the January 2018 Warrants became 60% of the Default Conversion Price and the total number of January 2018 Warrants were increased on a full ratchet basis from 8,333,334 warrants to 22,675,740, an increase of 14,342,406 warrants (see Note 4).

On March 13, 2018, in connection with the 5th Securities Purchase Agreement (see Note 4), the Company issued the March 2018 Warrants to purchase 12,500,000 shares of the Company’s common stock, par value $0.001 per share at an exercise price of $0.04 (subject to adjustments under certain conditions as defined in the March 13 2018 Warrants). The March Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of the 5th Securities Purchase Agreement, the Company defaulted on the Notes. Accordingly, pursuant to the default provisions, the exercise price of the March 2018 Warrants became 60% of the Default Conversion Price and the total number of January 2018 Warrants were increased on a full ratchet basis from12,500,000 warrants to 34,013,605, an increase of 21,513,605 warrants (see Note 4).

During January through June 2018, the Company issued 22,738,435 shares of its common stock upon the cashless exercise of 28,948,53325,357,414 of these warrants. Upon the cashless exercise of these warrants, the Company valued such warrants using the Binomial valuation model and calculated a fair value of $514,938$414,092 which was recorded as a reduction of derivative liabilities and as gain on debt extinguishment.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(Unaudited) No warrants were exercised during the three months ended March 31, 2019.

 

Warrant activities for the sixthree months ended June 30, 2018March 31, 2019 are summarized as follows:

 

  Number of Warrants  Weighted Average
Exercise Price
  Weighted Average Remaining Contractual Term (Years)  Aggregate
Intrinsic Value
 
Balance Outstanding December 31, 2017  153,151,959  $0.02         
Issued in connection with financings  56,689,345   0.015         
Reduction in warrants related to change in estimate in the number of warrants based on full ratcheted terms  (12,674,350)  0.006         
Exercised  (28,948,533)  0.006         
Balance Outstanding June 30, 2018  168,218,421  $0.02   4.14  $2,596,588 
Exercisable, June 30, 2018  168,218,421  $0.02   4.14  $2,596,588 
  Number of Warrants  Weighted Average Exercise Price  Weighted Average Remaining Contractual Term (Years)  Aggregate Intrinsic Value 
Balance Outstanding at December 31, 2018  254,713,920  $0.021         
Issued in connection with financings  2,083,333   0.040   4.99     
Increase in warrants related to default adjustment  479,993,081   0.004   4.43     
Expired  

(2,693

)          
Exercised              
Balance Outstanding at March 31, 2019  736,787,641  $0.007   4.16  $          — 
Exercisable at March 31, 2019  736,787,641  $0.007   4.16  $ 

 

Stock options

 

On March 10, 2017,Effective February 18, 2011, our board of directors adopted and approved the non-management members2011 stock option plan. The purpose of the Board2011 stock option plan is to enhance the long-term stockholder value of Directors determined that it was in the best interestsour Company by offering opportunities to directors, key employees, officers, independent contractors and consultants of theour Company to reward the Company’s chief executive officeracquire and chief financial officer of themaintain stock ownership in our Company by amending their employment agreements and awarding them stock options in order to provide incentivesgive these persons the opportunity to retainparticipate in our Company’s growth and motivatesuccess, and to encourage them to remain in their roles with the service of our Company. TheA total of 43,094 options to acquire shares of our common stock were authorized under the 2011 stock option award includedplan and during the 12 month period after the first anniversary of the adoption of the 2011 stock option plan, by our board of directors and during each 12 month period thereafter, our board of directors is authorized to increase the amount of options for eachauthorized under this plan by up to 10,744 shares. No options were granted under the 2011 stock option plan as of themMarch 31, 2019.

During the three months ended March 31, 2019 and 2018, the Company did not issue any options to purchase 2,000,000 shares (the “Stock Options”) of Common Stock at an exercise price of $0.25 per share. One-third of the Stock Options vest on March 10, 2017, March 10, 2018, and March 10, 2019, respectively, and are exercisable at any time after vesting until 10 years after the grant date. The Stock Options vest so long as the optionee remains an employee of the Company or a subsidiary of the Company on the vesting dates (except as otherwise provided for in the employment agreement between the Company and the optionee).Company’s common stock.

 

The fair value of this option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of 0%; expected volatility of 203.4%; risk-free interest rate of 1.93%; and, an estimated holding period of 6 years. In connection with these options, the Company valued these options at a fair value of $293,598 and will record stock-based compensation expense over the vesting period. During the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, the Company recorded stock-based compensation expense of $44,855$68,383 and $140,682$32,621 related to thesestock options, respectively.

 

On May 8, 2018,The Company uses the Black-Scholes pricing model to determine the fair value of its stock options which requires the Company granted an aggregateto make several key judgments including:

the value of the Company’s common stock;
the expected life of issued stock options;
the expected volatility of the Company’s stock price;
the expected dividend yield to be realized over the life of the stock option; and
the risk-free interest rate over the expected life of the stock options.

The Company’s computation of 17,500,000the expected life of issued stock options was determined based on historical experience of similar awards giving consideration to purchase 17,500,000 sharesthe contractual terms of the stock-based awards, vesting schedules and expectations about employees’ future length of service. The interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. The computation of volatility was based on the historical volatility of the Company’s common stock at $0.0135 per share as follows: 15,000,000 options were granted to officers and directors of the Company, 500,000 options were granted to an employee, and 2,000,000 option to the Company’s scientific advisory board. These options vest in one year from the grant date and expire on May 8, 2028. The fair value of these option grants was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: dividend yield of 0%; expected volatility of 243%; risk-free interest rate of 2.81%; and, an estimated term based on the simplified method of 5.5 years. In connection with these options, the Company valued these options at a fair value of approximately $233,000 and will record stock-based compensation expense over the vesting term.stock.

 

At June 30, 2018,March 31, 2019, there were 21,500,00022,200,000 options issued and outstanding and 2,666,6684,700,000 options vested and exercisable. As of June 30, 2018,March 31, 2019, there was $228,617$19,396 of unvested stock-based compensation expense to be recognized through December 2026.May 9, 2019. The aggregate intrinsic value at June 30, 2018March 31, 2019 was approximately $0 andwhich was calculated based on the difference between the quoted share price on June 30, 2018March 31, 2019 and the exercise price of the underlying options.

Stock option activities for the six months ended June 30, 2018 are summarized as follows:

  Number of Option  Weighted
Average
Exercise Price
  Weighted
Average
Remaining
Contractual
Term (Years)
  Aggregate
Intrinsic Value
 
Balance Outstanding December 31, 2017  4,000,000  $0.250         
Granted  17,500,000   0.014             
Balance Outstanding June 30, 2018  21,500,000  $0.07   9.64  $0 
Exercisable, June 30, 2018  2,666,668  $0.25   8.70  $0 

21

 

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018March 31, 2019

(Unaudited)

Stock option activities for the three months ended March 31, 2019 are summarized as follows:

  

Number of

Option

  Weighted Average Exercise Price  Weighted Average Remaining Contractual Term (Years)  

Aggregate Intrinsic

Value

 
Balance Outstanding at December 31, 2018  22,200,000  $0.06         
Granted    $        
Expired    $        
Balance Outstanding at March 31, 2019  22,200,000  $0.06   8.87  $              — 
Exercisable at March 31, 2019  4,700,000  $0.25   7.96  $ 

 

NOTE 89COMMITMENTS AND CONTINGENCIES

 

Employment agreements

 

On February 2, 2016, the Company entered into an employment agreement with Jonathan F. Head, Ph.D. (“Dr. Head”) to serve as the Company’s Chief Executive Officer, the term of which runs for three years (from February 2, 2016 through February 1, 2019) and renews automatically for one year periods unless a written notice of termination is provided not less than 120 days prior to the automatic renewal date. The employment agreement with Dr. Head provides that Dr. Head’s salary for calendar year 2016 shall be $275,000 and for calendar year 2017 and for each calendar year thereafter during the term of the employment agreement with Dr. Head shall be an amount determined by the Board of Directors, which in no event shall be less than the annual salary that was payable by the Company to Dr. Head for the immediately preceding calendar year.

 

On February 2, 2016, the Company entered into an employment agreement with Andrew Kucharchuk (“Mr. Kucharchuk) to serve as the Company’s President and Chief Financial Officer, the term of which runs for three years (from February 2, 2016 through February 1, 2019) and renews automatically for one year periods unless a written notice of termination is provided not less than 120 days prior to the automatic renewal date. The employment agreement with Mr. Kucharchuk provides that Mr. Kucharchuk’s salary for calendar year 2016 shall be $200,000 and for calendar year 2017 and for each calendar year thereafter during the term of the employment agreement with Mr. Kucharchuk shall be an amount determined by the Board of Directors, which in no event shall be less than the annual salary that was payable by the Company to Mr. Kucharchuk for the immediately preceding calendar year.

 

The above executives shall be eligible for an annual target bonus payment in an amount equal to ten percent of his base salary (“Bonus”). The Bonus is determined based on the achievement of certain performance objectives of the Company as established by the Board of Directors. The Bonus may be greater or less than the target Bonus, based on the level of achievement of the applicable performance objectives.

Effective December 26, 2018, the Company replaced Dr. Jonathan Head and appointed Dr. Brian Barnett as the new Chief Executive Officer. Dr. Head will continue to serve the Company as the Chairman of the Board of Directors and now as its Chief Scientific Officer effective December 26, 2018. Dr. Head is still negotiating the terms of his new employment agreement for his new position as the Chief Scientific Officer, with the Company, as of the date of this report.

On December 26, 2018, Dr. Barnett entered into an employment agreement with us (“Barnett Employment Agreement”) to serve as the Company’s Chief Executive Officer for a term of three years (from December 26, 2018 through December 26, 2021) that renews automatically for one year periods unless a written notice of termination is provided not less than 180 days prior to the automatic renewal date. The Barnett Employment Agreement provides that Dr. Barnett’s salary for calendar year 2019 shall be $250,000 and for each calendar year thereafter during the term of the Barnett Employment Agreement shall be an amount determined by the Board of Directors, which in no event shall be less than the annual salary that was payable by the Company to Dr. Barnett for the immediately preceding calendar year.

Dr. Barnett is also eligible to receive a performance based bonus of up to $150,000 upon completion of specific metrics established by the Company’s Board of Directors and is entitled to participate in all medical and other benefits that the Company has established for its employees. Pursuant to the employment agreement, the Company will also grant options to purchase a number of shares of the Company’s common stock equal to $100,000 divided by the volume weighted average price of the Company’s common stock for the ten (10) business days prior to the effective date of the employment agreement. The option grant is subject to continued employment, and will vest ratably over the first three anniversary dates of the grant date. As of March 31, 2019, the options have not been granted by the Board of Directors.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

Additionally, upon the closing of a transaction during calendar year 2019 which results in the sale of common stock of the Company on terms acceptable to the Board that provides net proceeds to the Company of no less than $4,000,000 (a “Qualifying Transaction”), Dr. Barnett shall be granted options to purchase a number of shares of the Company’s common stock equal to $50,000 divided by the transaction price of the Company’s common stock in the Qualifying Transaction. The option grant is subject to continued employment, and will vest ratably over the first three anniversary dates of the date of the closing of the Qualifying Transaction.

Lease

Effective September 1, 2015, the Company leases its facilities under a non-cancelable operating lease which expires on August 31, 2020. The Company has the right to renew certain facility leases for an additional five years. Rent expense is $3,200 base rent per month plus operating expense and other fees.

Fair value of lease payments under non-cancelable operating lease at March 31, 2019 are as follows (see Note 6):

Years ending December 31, Amount 
2019 $28,800 
2020  25,600 
Total minimum non-cancelable operating lease payments $54,400 

 

NOTE 910 -SUBSEQUENT EVENTS

Common stock issued for debt conversionAuthorized Shares:

 

In July 2018,On April 24, 2019, the board of directors of the Company issued 3,852,486approved resolutions, and on April 26, 2019, certain stockholders representing a majority of our outstanding voting capital on such date approved by written consent the taking of all steps necessary to increase its authorized common stock from 1,500,000,000 shares upon conversionto 5,000,000,000 shares (see Note 1 and Note 8). The Company’s 5,020,000,000 authorized shares will consist of debt5,000,000,000 shares of $20,000common stock, par value $0.0001 per share, and accrued interest20,000,000 shares of $3,115.

On August 3, 2018,preferred stock, par value $0.0001 per share.As of the Company issued 3,338,767 shares upon conversiondate of debtthis report, the amendment to the articles of $20,000 and accrued interestincorporation had not been filed with the State of $333.Nevada.

 

Cashless exerciseIssuance of WarrantsStock Options:

On April 24, 2019 the board of directors of the Company granted an aggregate of 17,347,245 stock options, outside of the plan, to purchase shares of the Company’s common stock to Dr. Barnett and three non-employee members of the Board, Daniel S. Hoverman, Charles L. Rice and Neal Holcomb.

 

During July,Pursuant to Dr. Barnett’s employment agreement dated December 26, 2018, Dr. Barnett was granted 8,347,245 stock options with exercise price of $0.012 per share, vest dates of; (i) 2,782,415 on January 9, 2020; (ii) 2,782,415 on January 9, 2021; and (iii) 2,782,415 on January 9, 2022 and expire on April 24, 2030. The stock options vest so long as the optionee remains an employee of the Company issued an additional 5,447,438 shareson the vesting date (except as otherwise provided for in the employment agreement between the Company and the optionee). The fair value of its commonthis option grant was estimated on the date of grant using the Black-Scholes option-pricing model and the Company valued these options at a grant date fair value of $81,803 which will be expensed over the vesting period as stock-based compensation.

The three non-employee members of the Board were each granted 3,000,000 stock options for a total of 9,000,000 stock options with exercise price of $0.01 per share, vest date of April 24, 2020 and expires on April 24, 2030. The stock options vest so long as the optionee remains a resultmember of several prior cashless exercisethe Board on the vesting date. The fair value of 28,948,553 Warrants underthis option grant was estimated on the date of grant using the Black-Scholes option-pricing model and the Company valued these options at a grant date fair value of $88,200 which will be expensed over the vesting period as stock-based compensation.

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

April 2019 Financing:

On April 1, 2019, the Company entered into a securities purchase agreement dated June(the “Twelfth Purchase Agreement”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Twelfth Purchase Agreement, the Company issued to the Twelfth Round Purchaser for an aggregate subscription amount of $25,000: (i) 10% Original Issue Discount and 5% Senior Convertible Notes in the aggregate principal amount of $27,778 (the “April 2019 Note”) and (ii) 5 year warrants (the “April 2019 Warrant”) to purchase an aggregate of 1,041,667 shares of the Company’s common stock at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the April 2019 Warrant). The Company received $25,000 in aggregate net proceeds from the sale, net of $2,778 original issue discount. The April 2019 Note bears an interest rate of 5% per year (which interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the April 2019 Note)), shall mature on December 2, 2017.2019 and the principal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the April 2019 Note); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the April 2019 Note shall be convertible and the April 2019 Warrant shall be exercisable at 60% of the lowest closing price, as reported on the OTCQB or other principal trading market, during the prior twenty trading days (the “Default Conversion Price”). The investor may not convert the April 2019 Note to the extent that such conversion would result in beneficial ownership by the investor and its affiliates of more than 9.9% of the Company’s issued and outstanding common stock. The April 2019 Note may be prepaid at anytime until the 180th following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the April 2019 Note and accrued and unpaid interest during the period from the original issue date through the five months following the original issue date, and (ii) 120% of the outstanding principal balance of the April 2019 Note and accrued and unpaid interest during month six following the original issue date. In order to prepay the April 2019 Note, the Company shall provide twenty trading days prior written notice to the lender, during which time the investor may convert the April 2019 Note in whole or in part at the conversion price.

The initial exercise price of the April 2019 Warrant is $0.04 per share, subject to adjustment as described below, and the April 2019 Warrant are exercisable for five years after the issuance date. The April 2019 Warrant are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the warrants. The exercise price of the securities issued duewarrants is subject to adjustment in the event of default, certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the conversionsCompany’s stockholders. Pursuant to the default provision, the April 2019 Warrant shall be exercisable at the Default Conversion Price as defined above. The exercise price of the June 2017warrants is also subject to full ratchet price adjustment if the Company issues common stock at a price per share lower than the then-current exercise price of the warrant.

On April 29, 2019, The Company entered into Securities Purchase Agreements (each, an “SPA”) with a group of investors (the “Investors”) to purchase a series of convertible notes (the “April 2019 Notes II”) and accompanying warrants (the “April 2019 Warrants II”) for an aggregate investment amount of $184,950.00. Each SPA contains customary representations, warranties, and covenants of the Company and each Investor as detailed therein. The April 2019 Notes II were issued with a 10% original issuance discount and have an aggregate face value of $205,500.00 and bear an interest rate of 5% per annum (which shall increase to 18% per year upon the occurrence of an “Event of Default” (as defined in the April 2019 Notes II)), shall mature on December 29, 2019 (the “Maturity Date”). The principal and interest due under the April 2019 Notes II is payable in three equal payments in cash (or in shares of common stock at the Company’s election and subject to certain conditions in the April 2019 Notes II) on October 29, 2019, November 29, 2019 and the July 2017 Warrants were lowered to $0.006 in December 2017. For that reason, the shareholder presented the company with its request for the issuanceMaturity Date (each, a “Payment Date”). The April 2019 Notes II are convertible at any time into shares of the additional subject shares. Upon the cashless exercise of these warrants, the Company valued such Warrants using the Binomial valuation model and calculated a fair value of $142,651 which was recorded as a reduction of derivative liabilities and as gain on debt extinguishment.

Convertible Debt

In July 2018, the Company issued an 8% Convertible Promissory Note for principal borrowings of $150,000. The 8% convertible promissory note and all accrued interest are due in July 2019. The Company received proceeds for a total of $150,000 and paid no original issuance costs or related loan fees in connection with this note payable. The note is unsecured and bears interest at the rate of 8% per annum from the issuance date thereof until the note is paid. The note holder has the right to convert beginning on the date which was the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to $0.02 per share for any amount of principal and accrued interest remaining outstanding (subject to adjustment as provided therein); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the April 2019 Notes II shall be convertible at 60% of the lowest closing price during the prior twenty trading days. The Company may prepay any of the April 2019 Notes II at any time until the first Payment Date at an amount between 115% and 120% of outstanding principal balance and accrued interest, depending on the date of prepayment.

In connection with the April 2019 Notes II, each Investor was issued a warrant (the “April 2019 Warrants II”) to purchase an amount of common stock equal to 75% of the averageShares issuable upon conversion of the closing pricesApril 2019 Notes II issued to such Investor at an exercise price of $0.04 per share (subject to adjustment as provided therein) until April 29, 2024. The April 2019 Warrants II are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the Company’sshares of common stock duringunderlying the 5 trading days immediately precedingwarrants.

Conversion of Convertible Debt:

Subsequent to the conversion date. During the first 30 to 365 days following the datethree months ended March 31, 2019, The Purchasers converted $4,780 and $9,074 of these notes, the Company has the right to prepay theoutstanding principal and accrued but unpaid interest due under these notes, together with any other amounts that the Company may owe the holder under the termsinto 4,496,998 shares of these notes, at a premium ranging from 105% to 110% as defined in the note agreements. After this initial 365-day period, the Company does not have a right to prepay the note.common stock.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results

 

This quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This quarterly report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are set forth in the “Risk Factors” section of our annual report on Form 10-K for the fiscal year ended December 31, 2017,2018, as filed with the SEC on May 31, 2018.April 1, 2019.

 

We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this quarterly report on Form 10-Q.

 

Overview

 

We are a clinical-stage biopharmaceuticalbiotechnology company engagedspecializing in innovative cancer treatment therapies. We have proprietary rights to an immunotherapy platform with an initial concentration on prostate and breast cancers that can also be used to fight any solid tumor. Additionally, we have targeted therapies. Our mission is to improve the overall patient condition through innovative bio-immunotherapy with proven treatment protocols, to lower deaths associated with cancer and to reduce the cost of cancer treatment. Our technology is safe, and utilizes clinically proven research methods of treatment to provide optimal success of patient recovery.

Financial Highlights

For the three months ended March 31, 2019, we utilized $286,329 to fund our operations, compared to $433,878 for the three months ended March 31, 2018. For the three months ended March 31, 2019, we received net cash of $286,628 from financing activities. As a result, our net cash position decreased by $201 during the three months ended March 31, 2019.

Operating expenses for the three months ended March 31, 2019 were $563,072, compared to $446,046 for the three months ended March 31, 2018. The increase in operating expenses is attributable to a decrease in professional fees of $2,911 which was offset by an increase in research and development expenses of novel cancer immunotherapy products, with$35,739 primarily due to increase in activity in our ProscaVax™ clinical trials and an increase in compensation expense of $83,333 primarily attributed to increase in stock-based compensation. Our general and administrative expenses also increased by $865, primarily as a proprietary vaccine technology that is designed to stimulate the immune system to attack its own cancer while not hurting the patient.result of an increase in other general and administrative expenses.

 

We seekexpect our research and development expenses will continue to create a portfolio of product candidates that may be developedincrease as therapeutics for our own proprietary programs or for development by potential collaborative partners. We recognize that the product development process is subjectProscaVax™ clinical trials continue to both high costs and a high risk of failure. We believe that identifying a variety of product candidates and working in conjunction with other pharmaceutical partners may minimize the risk of failure, fill the product pipeline gap at major pharmaceutical companies, and ultimately increase the likelihood of advancing clinical development and potential commercialization of the product candidates.progress.

 

Our lead product, ProscaVax™ is scheduledFor the three months ended March 31, 2019 we had net loss of $4,448,618, or $(0.02) per share, as compared to commence two Phase 2 clinical studya net income of $9,317,940, or $0.05 per share in the three months ended March 31, 2018. The change was primarily due the changes in the valuation for the initial fair value and changes in fair value of derivative liabilities from a gain in 2018 following our Phase 1 clinical trials in 2016 and into 2017.

On March 10, 2017, we completed the acquisition of Vitel Laboratorios (the “Vitel Acquisition”). The Vitel Acquisition was expected$9,317,940 to transform OncBioMune into a revenue-generating international pharmaceutical company with a more diverse product line with a particularly deep reach throughout Mexico, Central and Latin America, and relationships across Europe and Asia. By acquiring Vitel, we indirectly acquired Vitel’s 50% ownership interest in Oncbiomune México, an entity in which we acquired a 50% interest when we jointly launched this company. Oncbiomune Mexico was launched for the purposes of developing and commercializing our PROSCAVAX vaccine technology and cancer technologies in México, Central and Latin America (“MALA”) for the treatment of prostate, ovarian and various other types of cancer and includes a portfolio of owned products and licenses with OncBioMune.

On December 29, 2017, the Board of Directors of the Company determined to sell or otherwise dispose of its interest in Vitel and Oncbiomune Mexico due to disputes with the original Vitel Stockholders and resulting loss of operational control of the assets and operations of Vitel and OncBiomune Mexico. Accordingly, as of December 31, 2017, the Company presented Vitel and Oncbiomune Mexico as discontinued operations and effective January 1, 2018 has deconsolidated these wholly-owned subsidiaries$(3,077,306) in accordance with ASC 810-10 “Consolidation”. However, at June 30, 2018 and after deconsolidation, the Company has recorded the liabilities of these subsidiaries that existed at December 31, 2017 as a contingent liability and therefore reflected liabilities of discontinued operation of $686,547 on the accompanying condensed consolidated balance sheet, which consist of account payable balances incurred through December 31, 2017.

Our current product portfolio consists of three target therapies and a vaccine platform that allows us to create a therapeutic vaccine for any solid tumor cancer. The vaccine platform has treated over 300 patients. We are in the initiation stage of a Phase 2 clinical trial of our lead product, ProscaVax®. The trial will be under the direction of Glenn Bubley, MD and the lead site will be Harvard’s Beth Israel Deaconess Medical Center, with additional other hospitals in the Harvard Health System. We anticipate that the trial will expand the results that we found in our Phase 1 clinical trial in a different patient population. We also hope to develop our other proprietary technologies, such as the paclitaxel-albumin conjugate with regard to which we plan to file an orphan drug indication within the next two years.

23

2019.

Results of Operations

 

Three and Six Monthsmonths Ended June 30, 2018March 31, 2019 Compared to Three and Six Monthsmonths Ended June 30, 2017March 31, 2018

 

Operating Revenue, Costs of Revenues, and Gross Margin

 

We did not generate any revenues from continuing operations for the three and six months ended June 30, 2018March 31, 2019 and 2017.2018.

 

Operating Expenses

 

For the three months ended June 30, 2018,March 31, 2019 operating expenses from continuing operations amounted to $343,738$563,072 as compared to $723,633$446,046 for the three months ended June 30, 2017,March 31, 2018, a decrease of $379,895$117,026, or 52.5%. For the six months ended June 30, 2018, operating expenses amounted to $789,784 as compared to $1,500,402 for the six months ended June 30, 2017, a decrease of $710,618 or 47.4%26%. For the three and six months ended June 30,March 31, 2019 and 2018, and 2017, operating expenses consisted of the following:

 

 Three Months Ended June 30, Six Months Ended June 30,  Three Months Ended March 31, 
 2018 2017 2018 2017  2019 2018 
Professional fees $138,696  $438,314  $315,793  $850,573  $174,186  $177,097 
Compensation expense  137,556   197,076   306,855   466,597   252,632   169,299 
Research and development expense  27,902   36,318   84,781   68,232   92,618   56,879 
General and administrative expenses  39,584   51,925   82,355   115,000   43,636   42,771 
Total $343,738  $723,633  $789,784  $1,500,402  $563,072  $446,046 

 

For the three months ended June 30, 2018, professional fees decreased by $299,618 or 68.4%, as compared to the three months ended June 30, 2017. For the six months ended June 30, 2018, professional fees decreased by $534,780, or 62.9%, as compared to the six months ended June 30, 2017. For the three and six months ended June 30, 2018, the decrease was primarily attributable to a decrease in investor relations fees of approximately $304,000 and $488,000 and a decrease in legal fees of approximately $5,000 and $62,000, respectively.
For the three months ended June 30, 2018, compensation expense decreased by $59,520, or 30.2%, as compared to the three months ended June 30, 2017. For the six months ended June 30, 2018, compensation expense decreased by $159,742, or 34.2%, as compared to the six months ended June 30, 2017. For the three and six months ended June 30, 2018, the decrease was attributable to a decrease in stock-based compensation of approximately $24,000 and $107,000, respectively, and a decrease in other administrative compensation.
For the three months ended June 30, 2018, research and development expense decreased by $8,416, or 23.2%, and increased by $16,549 or 24.3%, as compared to the three and six months ended June 30, 2017, respectively, which related to a decrease and small increase in research activities respectively.
For the three months ended June 30, 2018, general and administrative expenses decreased by $12,341, or 23.8%, as compared to the three months ended June 30, 2017. For the six months ended June 30, 2018, general and administrative expenses decreased by $32,645, or 28.4%, as compared to the six months ended June 30, 2017. The decrease was primarily due a reduction in travel and entertainment, rent expense and other general and administrative expenses.

Professional fees:

For the three months ended March 31, 2019, professional fees increased by $2,913 or 2%, as compared to the three months ended March 31, 2018. The decrease was primarily attributable to an increase in accounting and audit fees of approximately $12,160 and an increase in legal fees of $17,622 offset by a decrease in consulting fee and a decrease in investor relations of $32,695.

Compensation expense:

For the three months ended March 31, 2019, compensation expense increase by $83,333 or 49%, as compared to the three months ended March 31, 2018. The increase was attributable to an increase in stock-based compensation of $68,383 and an increase in other administrative compensation.

Research and development expense:

For the three months ended March 31, 2019, research and development expense increased by $35,739 or 63%, as compared to the three months ended March 31, 2018 related to an increase in research activities related to ProscaVax™ clinical trials.

General and administrative expenses:

For the three months ended March 31, 2019, general and administrative expenses increased by $865 or 2%, as compared to the three months ended March 31, 2018. The increase was primarily due an increase in in travel and entertainment, rent expense and other general and administrative expenses.

 

Loss from Operations

 

For the three months ended June 30, 2018,March 31, 2019 loss from operations amounted to $343,738$563,072 as compared to $723,633$446,046 for the three months ended June 30, 2017,March 31, 2018, a decrease of $379,895,$117,026, or 52.5%. For the six months ended June 30, 2018, loss from operations amounted to $789,784 as compared to $1,500,402 for the six months ended June 30, 2017, a decrease of $710,618, or 47.4%26%. The decreases are primarily a result of the decreasesreduction in operating expenses discussed above.

 

Other Income (Expense)

 

For the three months ended June 30, 2018,March 31, 2019, we had total other expense(expense) of $4,365,357$(3,885,546) as compared to other income of $672,118$9,692,101 for the three months ended June 30, 2017,March 31, 2018, a change of $5,037,475,$13,577,647, or 749.5%140%. This change was primarily due to the recording of a loss from the fair value of derivative liabilities of $4,121,797$(3,077,306) in the 20182019 period as compared to incomea gain from the fair value of derivative liabilities of $850,704$9,477,478 in the 20172018 period, a reductionchange of $4,972,501,$12,554,784, or 584.5%132%. Additionally, during the three months ended June 30, 2018,March 31, 2019, we recorded a gain(loss) on debt extinguishment of $133,353$(36,864) as compared to $9,060a gain of $617,140 for the three months ended June 30, 2017, an increase of $124,293 or 1,371.9%.March 31, 2018. This other income was offset by an increase in interest expense of $155,180 or 84.6%, related to an increase in interest-bearing debt and default interest, and other expenses of $71,885.

For the six months ended June 30, 2018, we had total other income of $5,398,629 as compared to other expense of $1,284,260 for the six months ended June 30, 2017, a change of $6,682,889, or 520.4%. This change was primarily due to the recording of a gain from the fair value of derivative liabilities of $5,355,681 in the 2018 period as compared to a loss from the fair value of derivative liabilities of $963,529 in the 2017 period, a reduction of $6,319,210, or 655.8%. Additionally, during the six months ended June 30, 2018, we recorded a gain on debt extinguishment of $750,493 as compared to $9,060 an increase of $741,433 or 8,183.6. %, for the six months ended June 30, 2017. This other income was offset by an increase in interest expense of $417,817 or 129.2%,$368,859 related to an increase in interest-bearing debt and default interest.

Loss(Loss) income from Continuing Operations

 

For the three months ended June 30, 2018, lossMarch 31, 2019, (loss) from continuing operations amounted to $4,709,095,$(4,448,618), or ($ 0.02)$(0.02) per share (basic and diluted), compared to an income of $9,246,055, or $0.05 per share (basic) and a $(0.02)$(0.00) per share (diluted) as compared to a loss from continuing operations of $51,515, or $(0.00) per share (basic and diluted) for the three months ended June 30, 2017, an increaseMarch 31, 2018, a change of $4,657,580,$13,694,673, or 9,041.2%.

For the six months ended June 30, 2018, income from continuing operations amounted to $4,608,845, or $ 0.02 per share (basic) and a $0.00 per share (diluted) as compared to a loss from continuing operations of $2,784,662, or $(0.03) per share (basic and diluted) for the six months ended June 30, 2017, an increase of $7,393,507, or 265.5%148%.

 

LossIncome from discontinued operations, net of income taxes

 

Our lossincome from discontinued operations was $0 or $0.00 per share (basic and diluted), for the three months ended June 30, 2018,March 31, 2019, as compared with a lossto income from discontinued operations of $194,326$71,885 or $0.00 per share (basic and diluted), for the three months ended June 30, 2017.

Our loss from discontinued operations was $0 or $0.00 per share (basic and diluted), for the six months ended June 30, 2018, as compared with a loss from discontinued operations of $243,827 or ($0.00) per share (basic and diluted), for the six months ended June 30, 2017.March 31, 2018.

 

The summarized operating resultsresult of discontinued operations included in the Company’s consolidated statements of operations is as follows:

 

  Three months Ended June 30,  Six months Ended June 30, 
  2018  2017  2018  2017 
Revenues $-  $145,723  $-  $160,114 
Cost of revenues  -   92,328   -   102,916 
Gross profit  -   53,395   -   57,198 
Operating expenses:                
Other operating expenses  -   247,721   -   301,025 
Total operating expenses      247,721   -   301,025 
Loss from discontinued operations, net of income taxes $-  $(194,326) $   $(243,827)

  Three months Ended March 31, 
  2019  2018 
Revenues $  $100,058 
Cost of revenues     56,576 
Gross profit     43,482 
Operating expenses:        
Recovery of impairment losses     (56,485)
Other operating expenses     28,480 
Total operating expenses     (28,005)
Income (loss) from operations     71,487 
Other income (expense), net     398 
Income (loss) from discontinued operations, net of income taxes $  $71,885 

 

Net Loss(loss) income

 

For the three months ended June 30, 2018,March 31, 2019, we had a net loss(loss) of $4,709,095,$(4,448,618), or ($0.02)$(0.02) per common share (basic and diluted) as, compared to a net loss of $245,841 or ($0.00) per common share (basic and diluted) for the three months ended June 30, 2017, an increase of $4,463,254 or 1,815.5%.

For the six months ended June 30, 2018, we had a net income of $4,608,845,$9,317,940, or $0.02$0.05 per common share (basic) and $0.00 per common share (diluted) as compared to a net loss of $3,028,489 or $(0.03) per common share (basic and diluted) for the sixthree months ended June 30, 2017,March 31, 2018, an increase of $7,637,334,$13,766,558, or 252.2%148%.

 

Foreign currency translation gain (loss)loss

 

The functional currency of our deconsolidated subsidiaries operating in Mexico is the Mexican Peso (“Peso”). The financial statements of our deconsolidated subsidiaries wereare translated to U.S. dollars using period end rates of exchange for assets and liabilities, and average rates of exchange (for the period) for revenues, costs, and expenses. Net gains and losses resulting from foreign exchange transactions are included in the consolidated statements of operations. As a result of foreign currency translations, which are a non-cash adjustment, we reported a foreign currency translation gainloss of $30,078$0 for the three months ended June 30, 2018March 31, 2019 as compared to a foreign currency translation loss of $14,244$55,262 for the three months ended June 30, 2017, respectively. For the six months ended June 30,March 31, 2018, we reported a foreign currency translation loss of $25,184 as compared to a foreign currency translation loss of $18,116 for the six months ended June 30, 2017, respectively. This non-cash loss had the effect of increasing our reported comprehensive loss.

 

Comprehensive loss(loss) income

 

As a result of our foreign currency translation gain, we had comprehensive loss, for the three months ended June 30, 2018 of $4,679,017, compared to comprehensive loss of $260,085 for the three months ended June 30, 2017. Additionally, we had comprehensive income for the sixthree months ended June 30, 2018March 31, 2019 of $4,583,661,$(4,448,618), compared to comprehensive lossincome of $3,046,605$9,262,678 for the sixthree months ended June 30, 2017.March 31, 2018.

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Liquidity and Capital Resources

 

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had a working capital deficit of $9,815,070$11,533,944 and cash of $2,241$0 as of June 30, 2018March 31, 2019 and a working capital deficit of $14,822,020$7,557,621 and $1,431$201 of cash as of December 31, 2017.2018.

 

     December 31, 2017
to June 30, 2018
      Three Months Ended March 31, 2019 
 June 30, 2018 December 31, 2017 Change Percentage Change  March 31, 2019 December 31, 2018 Change Percentage Change 
Working capital deficit:                                
Total current assets $19,680  $14,117  $5,563   39.4% $203,938  $215,882  $(11,944)  6%
Total current liabilities  (9,834,750)  (14,836,137)  5,001,387   33.7%  (11,737,882)  (7,773,503)  (3,964,379)  51%
Working capital deficit: $(9,815,070) $(14,822,020) $5,006,950   33.8% $(11,533,944) $(7,557,621) $(3,976,323)  53%

 

The decreaseincrease in working capital deficit was primarily attributable to a decrease in current assets of $11,944 and an increase in current assets of $5,563 and a decrease in current liabilities of $5,001,387,$3,964,379, including a decreasean increase in derivative liabilities of $5,536,395 offset by an increase in convertible debt, net of $242,824.$2,991,632.

 

Cash Flows

 

Changes in our cash balance are summarized as follows:

 

  Six months Ended
June 30, 2018
  Six months Ended
June 30, 2017
 
Net cash used in operating activities $(672,786) $(1,285,330)
Net cash used in investing activities  -   (11,571)
Net cash provided by financing activities  673,596   1,402,901 
Effect of exchange rate changes on cash  -   5,895 
Net increase in cash $810  $111,895 
  Three Months Ended March 31, 
  2019  2018 
Cash used in operating activities $(286,329) $(433,878)
Cash provided by financing activities  286,128   434,515 
Net increase change in cash $(201) $637 

 

Net Cash Used in Operating Activities

 

Net cash flow used in operating activities was $672,786$286,329 for the sixthree months ended June 30, 2018March 31, 2019 as compared to $1,285,330$433,878 for the sixthree months ended June 30, 2017,March 31, 2018, a decrease of $612,544,$147,549, or 47.7%34%.

 

 Net cash flow used in operating activities for the sixthree months ended June 30, 2018March 31, 2019 primarily reflected our net incomeloss of $4,608,845$4,448,618 adjusted for the add-back on non-cash items such as derivative incomeexpense of $5,335,682,$3,077,306, stock-based compensation expense of $44,854,$68,383, amortization of debt discount of $501,962, gain$615,806, and loss on debt extinguishment of $750,492, gain on foreign currency transactions$36,864, non-cash interest including default interest of $25,184$115,592 and changes in operating asset and liabilities consisting primarily of an increasea decrease in prepaid expenses of $4,753,$11,743, an increase in accounts payable of $2,761, a decrease in liabilities of discontinued liabilities of $8,449$162,726 and an increase in accrued liabilities of $312,183.$73,285.
   
 Net cash flow used in operating activities for the sixthree months ended June 30, 2017March 31, 2018 primarily reflected aour net lossincome of $3,028,489$9,317,940 adjusted for the add-back on non-cash items such as derivative income of $9,477,478, stock-based compensation expense of $153,721,$32,621, amortization of debt discount of $291,668, derivative expense$257,277, and debt settlement income of $963,529, and bad debt expense of $42,246$617,140, and changes in operating assetsasset and liabilities consisting primarily of $298,547.an increase in prepaid expenses of $28,087, a decrease in accounts payable of $8,952, a decrease in liabilities of discontinued operations of $71,885, and an increase in accrued liabilities of $161,241.

Net Cash Used in Investing Activities

Net cash flow used in investing activities was $0 for the six months ended June 30, 2018 as compared to $11,571 for the six months ended June 30, 2017. During the six months ended June 30, 2017, we received cash from acquisition of Vitel of $39,144 offset by cash used for the acquisition of property and equipment of $715 and the acquisition of intangible assets of $50,000.

 

Cash Provided By Financing Activities

 

Net cash provided by financing activities was $673,596$286,628 for the sixthree months ended June 30, 2018March 31, 2019 as compared to $1,402,901$434,515 for the sixthree months ended June 30, 2017 a decrease of $729,305, or 66.2%.March 31, 2018. During the sixthree months ended June 30,March 31, 2019, we received gross proceeds from convertible debt of $290,556, proceeds from related party advances of $31,970, and $4,658 from bank overdraft, offset by debt issue costs paid of $40,556 and redemption of Series B Preferred of $500. During the three months ended March 31, 2018, we received net proceeds from the sale of common stock and subscription receivable of $6,000, received cash from convertible debt of $666,666,$466,666, and proceeds from related party advances of $77,596,$38,515, offset by the payment of debt issue costs paid of $76,666. During the six months ended June 30, 2017, we received net proceeds from the sale of common stock of $1,038,442, proceeds of $43,439 from related party advances, net proceeds from convertible debt of $183,240, and proceeds from notes payable of $139,125, partially offset by a decrease in a bank overdraft and payments to our line of credit.

Cash Requirements

 

Our management does not believe that our current capital resources will be adequate to continue operating our companyCompany and maintaining our business strategy for more than 12 months from the date of this report. Accordingly, we will have to raise additional capital in the near future to meet our working capital requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.

 

Going Concern

 

Our unaudited condensedThese consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying unaudited condensed consolidated financial statements, wethe Company had a losshad net (loss) income from continuing operations of $789,784$(4,448,618) and $1,500,402$9,246,055 for the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, respectively.respectively, however the net income in 2018 resulted primarily from the change in far value of derivative liabilities. The net cash used in operations were $672,786$286,329 and $1,285,330$433,878 for the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, respectively. Additionally, wethe Company had an accumulated deficit of $19,047,144$21,636,282 and $23,655,989$17,187,664 at June 30, 2018March 31, 2019 and at December 31, 2017,2018, respectively, had a working capital deficit of $9,815,070$11,533,944 at June 30, 2018,March 31, 2019, had no revenues from continuing operations since inception, and we areis currently in default on certain convertible debt instruments and loans.instruments. Management believes that these matters raise substantial doubt about ourthe Company’s ability to continue as a going concern for twelve months from the issuance date of this report.

33

Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the fiscal year ending December 31, 2018. Weissuance date of this report. The Company will seek to raise capital through additional debt and/or equity financings to fund ourits operations in the future.

 

Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Current and Future Financings

 

Loans Payable

 

From June 2017 to September 2017, we entered into loan agreementagreements with several third parties (the “Loans”). Pursuant to the loan agreements, we borrowed an aggregate principal amount of $538,875. The Loans bear interest at an annual rate of 33.3% and, are unsecured and are currently in default.

Securities Purchase Agreement

On October 20, 2015, we entered into a purchase agreement (the “Purchase Agreement”), together As of March 31, 2019, the loan principal balance and accrued interest payable amounted to $538,875 and $295,024, respectively with a registration rights agreement (the “Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Upon signing the Purchase Agreement, Lincoln Park agreed to purchase 333,334 sharesan aggregate outstanding balance of the Company’s common stock for $100,000 as an initial purchase under the Purchase Agreement. Under the terms and subject to the conditions of the Purchase Agreement, we had the right to sell to, and Lincoln Park was obligated to purchase, up to an additional $10,100,000 in amounts of shares, as described below, of our common stock, subject to certain limitations, from time to time, over the 36-month period commencing on the date that a registration statement, which we agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed. During 2016, we received net proceeds of $191,850 and a subscription receivable of $11,190 which was collected in January 2017 under the Purchase Agreement. During the year ended December 31, 2017, pursuant to the Purchase Agreement, the Company issued 2,000,000 shares of its common stock to Lincoln Park for net cash proceeds of $407,787.

On March 13, 2018, we and Lincoln Park entered into a termination agreement pursuant to which the parties terminated (i) the Purchase Agreement between them dated October 20, 2015 and (ii) the related registration rights agreement pursuant to which we had agreed to file a registration statement with the Securities and Exchange Commission covering the shares issuable under the Equity Line Agreement and related share issuances.$833,899.

 

November 2016 Financing

 

On November 23, 2016, wethe Company entered into and closed on the transaction set forth in an Amended and Restated Securities Purchase Agreements (the “Securities Purchase Agreements”) it entered into with three institutional investors (the “Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Securities Purchase Agreement, we issued upon closing to the Purchasers for an aggregate subscription amount of $350,000: (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the “November 2016 Notes”); and (ii) warrants (the “Warrants”) to purchase 2,333,334 shares of the Company’s common stock at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the Warrants) (see below for reduction of warrant exercise price) which are exercisable for a period of five years from November 23,2016. The aggregate principal amount of the November 2016 Notes was $350,000 and we received $300,000 after giving effect to the original issue discount of $50,000. The November 2016 Notes bear interest at a rate equal to 10% per annum (which interest rate increased to 24% per annum upon the occurrence of an Event of Default (as defined in the November 2016 Notes)), had a maturity date of July 23, 2017 and were convertible (principal, and interest) at any time after the issuance date of the November 2016 Notes into shares of the Company’s Common Stock at an initial conversion price equal to $0.15 per share (subject to adjustment as provided in the Note) (see below for reduction for reduction of conversion price), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the November 2016 Notes shall be convertible and the Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). Due to non-payment of the November 2016 Notes, an event of default occurred and accordingly, the November 2016 Notes and Warrants are convertible and exercisable based on the default terms.

On May 23, 2017, in connection with the November 2016 Notes, we entered into forbearance agreements (the “Forbearance Agreements”) with the Purchases whereby the Purchasers waived any event of default, as defined in the November 2016 Notes. We failed to make a payment on May 23, 2017 to each of the Holders as required pursuant to the November 2016 Notes which resulted in an event of default under such Notes. As of result of the event of default, the aggregate amount owing under the November 2016 Notes as of May 23, 2017 was increased to $509,135 with such amount including a mandatory default amount of $141,299 and accrued interest of $17,836 resulting in debt settlement expense of $141,299. The Forbearance Agreement also provides for the Holders to forbear their right to demand an immediate cash payment of the principal amount due plus accrued interest as a result of the Company’s failure to satisfy its payment obligations to the Holder on May 23, 2017 so long as we comply with our other obligations under the November 2016 Notes and the other transaction documents. The Forbearance Agreements did not waive the default interest rate of 24%. In consideration therefore, and as currently set forth in the November 2016 Notes, the Holders shall be entitled to convert such notes from time to time at their discretion in accordance with the terms of the November 2016 Notes and the November 2016 Notes shall not be subject to repayment unless agreed to by the Holder of such Note. In connection with the Forbearance Agreement, in May 2017, we increased the principal balance of the November 2016 Notes by $159,135, reduced accrued interest payable by $17,836, and recorded debt settlement expense of $141,299.

In 2017, the Company also increased the principal amount of these notes by $42,327 for other default charges and other expenses.

During the six months ended June 30, 2018, the Company issued 13,028,779 shares of common share for the conversion of principal balance of $139,712, accrued interest of $21,869 and recorded additional default interest expense of $8,892

The November 2016 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these November 2016 Notes, the Company sold stock at a share price of $0.075 per share then to $0.05 per share and then $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price on the November 2016 Notes were lowered to $0.05 per share then to $0.03 per share and then to $0.006 per share and the exercise price of the November 2016 Warrants was lowered to $0.006. Additionally, the total number of November 2016 Warrants were increased on a full ratchet basis from 2,333,334 warrants to 13,611,114 warrants. In September 2017, the Company issued 9,547,087 shares of its common stock upon the cashless exercise of 9,074,076 of these warrants. The remaining 4,537,038 warrants were then ratcheted to 22,685,192 warrants based on the new ratcheted down $0.006 per share exercise price.

June 2017 Financing

On June 2, 2017, we entered into a 2nd Securities Purchase Agreement (the “2nd Securities Purchase Agreement”) with the Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the 2nd Securities Purchase Agreement, we issued upon closing to the Purchasers for an aggregate subscription amount of $233,345: (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the “June 2017 Notes”); and (ii) warrants (the “June 2017 Warrants”) to purchase 1,555,633 shares of the Company’s common stock, par value $0.001 per share at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the June 2017 Warrants) and exercisable for five years after the issuance date.

The aggregate principal amount of the June 2017 Notes is $233,345 and we received $200,000 after giving effect to the original issue discount of $33,345. The June 2017 Notes bear interest at a rate equal to 10% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the June 2017 Notes)), have a maturity date of February 2, 2018 and are convertible (principal, and interest) at any time after the issuance date of issuance into shares of the Company’s common stock at an initial conversion price equal to $0.15 per share (subject to adjustment as provided in the June 2017 Notes), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the June 2017 Note shall be convertible at 60% of the lowest closing price during the prior twenty trading days of the common stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). The June 2017 Notes provide for two amortization payments on the six-month, seven-month and eight-month anniversary of the issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash then the payment is an amount equal to 120% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 125% of the applicable amortization payment.

The June 2017 Notes may be prepaid at any time until the 180th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the June 2017 Notes and accrued and unpaid interest during months four through six following the Original Issue Date. In order to prepay the June 2017 Notes, we shall provide 20 Trading Days prior written notice to the Holder, during which time the Holder may convert the June 2017 Notes in whole or in part at the Conversion Price.

In 2018, the Company also increased the principal amount of these notes by $2,268 for other default charges and other expenses.

The June 2017 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these June 2017 Notes, the Company sold stock at a share price of $0.05 per share and then $.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the notes were lowered to $0.006 per shares and the exercise price of the June 2017 Warrants were lowered to $0.006 per share and the total number of June 2017 Warrants were increased on a full ratchet basis from 1,555,632 warrants to 45,372,600 warrants, an increase of 43,816,968 warrants. During the six months ended June 30, 2018, the Company issued 6,893,145 shares of its common stock upon the cashless exercise of 9,074,520 of these warrants and cancelled 6,049,680 warrants related to a change in the estimate of the number warrants reflected as issued previously calculated in connection with the full ratchet adjustment terms of the warrant.

July 2017 Financing

On July 26, 2017, the Company entered into and closed on a 3rd Securities Purchase Agreement (the “3rd Securities Purchase Agreement”) with three institutional investors (the “Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the 3rd Securities Purchase Agreement, the Company issued upon closing to the Purchasers for an aggregate subscription amount of $300,000: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,883 (the “July 2017 Notes”); and (ii) warrants (the “July 2017 Warrants”) to purchase 4,769,763 shares of the Company’s common stock at an exercise price of $0.10 per share (subject to adjustments under certain conditions as defined in the Warrants). The closing under the 3rd Securities Purchase Agreement occurred on July 26, 2017. These Notes bear interest at a rate equal to 5% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the Notes)), have a maturity date of March 25, 2018 and are convertible (principal, and interest) at any time after the issuance date of these Notes into shares of the Company’s Common Stock at a conversion price equal to $0.07 per share (subject to adjustment as provided in the Note), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the July 2017 Notes shall be convertible at 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”) and the exercise price of the July 2017 Warrants shall be 60% of the Default Conversion Price. These Notes provide for three amortization payments on the six-month, seven-month and eight-month anniversary of the issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash then the payment is an amount equal to 110% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 115% of the applicable amortization payment. These Notes may be prepaid at any time until the 210th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest during months four through seven following the Original Issue Date. In order to prepay these Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the Notes in whole or in part at the Conversion Price.

The July 2017 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these July 2017 Notes, the Company sold stock at a share price of $0.05 per share and then at $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the notes were lowered to $0.006 per share and the exercise price of the July 2017 Warrants were lowered to $0.006 per share and the total number of July 2017 Warrants were increased on a full ratchet basis from 4,769,763 warrants to 79,496,050 warrants, an increase of 74,726,287 warrants. During the six months ended June 30, 2018, the Company issued 15,845,290 shares of its common stock upon the cashless exercise of 19,874,013 of these warrants and cancelled 6,624,670 warrants related to a change in the estimate of the number warrants reflected as issued previously calculated in connection with the full ratchet adjustment terms of the warrant.

January 2018 Financing

On January 29, 2018, we entered into and closed on a 4th Securities Purchase Agreement (the “4th Securities Purchase Agreement”) with three institutional investors (the “Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the 4th Securities Purchase Agreement, we issued upon closing to the Purchasers for an aggregate subscription amount of $333,333: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,333 (the “January 2018 Notes”); and (ii) 5 year warrants (the “January 2018 Warrants”) to purchase 8,333,333 shares of the Company’s common stock par value $0.001 per share at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the Warrants). The closing under the 4th Securities Purchase Agreement occurred on January 29, 2018. The aggregate principal amount of the January 2018 Notes is $333,333 and we received $295,000 after giving effect to the original issue discount of $33,333 and offering costs of $5,000. These Notes bear interest at a rate equal to 5% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the Notes)), have a maturity date of September 29, 2018 and are convertible (principal, and interest) at any time after the issuance date of these Notes into shares of the Company’s Common Stock at a conversion price equal to $0.03 per share (subject to adjustment as provided in the Note), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the January 2018 Notes shall be convertible at 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”) and the exercise price of the January 2018 Warrants shall be 60% of the Default Conversion Price.

On June 30, 2018, in connection with the 4th Securities Purchase Agreement (see Note 4), the Company issued the January 2018 Warrants to purchase 14,342,406 shares of the Company’s common stock, par value $0.001 per share at an exercise price of $0.015 (subject to adjustments under certain conditions as defined in the January 2018 Warrants). The January 2018 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception.

These Notes provide for three amortization payments on the six-month, seven-month and eight-month anniversary of the original issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash then the payment is an amount equal to 110% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 115% of the applicable amortization payment. These Notes may be prepaid at any time until the 180th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the five months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest during the six month following the Original Issue Date. In order to prepay these Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the Notes in whole or in part at the Conversion Price. The January 2018 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these January 2018 Notes, the Company defaulted on these Notes. Accordingly, pursuant to the default provisions, the conversion price of the notes were lowered to 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”) and the exercise price of the January 2018 Warrants shall be 60% of the Default Conversion Price and the total number of January 2018 Warrants were increased on a full ratchet basis from 8,333,334 warrants to 22,675,740, an increase of 14,342,406 warrants.

March 2018 Financing

On March 13, 2018, we entered into a 5th Securities Purchase Agreement (the “5th Securities Purchase Agreement”) securities with three institutional investors for the sale of the Company’s convertible notes and warrants. Pursuant towarrants which was fully converted in 2018.

As of March 31, 2019, there were 22,685,192 warrants outstanding under the terms provided for November 2016 Warrants (see Note 4 and Note 8-Warrantsin the accompanying unaudited condensed consolidated financial statements for additional information).

June 2017 Financing

On June 2, 2017, the Company entered into the Second Securities Purchase Agreement we Company issuedwith the Purchasers for an aggregate subscription amount of $333,333: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,333 (the “Notes”) and (ii) warrants (the “Warrants”) to purchase an aggregate of 12,500,000 sharessale of the Company’s common stockJune 2017 Notes and June 2017 Warrants.

As of March 31, 2019, the June 2017 Notes had outstanding principal and accrued interest of $1,492 and $0, respectively and are currently bearing interest at the default interest rate of 24% per annum.

As of March 31, 2019, there were 30,248,401 warrants outstanding under the June 2018 Warrants (see Note 4 and Note 8-Warrantsin the accompanying unaudited condensed consolidated financial statements for additional information).

July 2017 Financing

On July 26, 2017, the Company entered into the Third Securities Purchase Agreement with the Purchasers for the sale of the Company’s July 2017 Notes and July 2017 Warrants.

On June 5, 2018, the original purchaser of the July 2017 Notes entered into an exerciseAssignment Agreement (“First Note Assignment”) with the assignee (“First Assignee”) for the sale of a portion of the July 2017 Notes (“First Assigned Note”) with outstanding principal of $111,295 and accrued interest of $29,180. In connection with the First Note Assignment, a default interest in the amount of $53,733 was charged, which was included in the sale price of $0.04 per share. The aggregate principal amountthe First Assigned Note totaling $194,208.

On October 16, 2018, the First Assignee, in turn entered into an Assignment Agreement (“Second Note Assignment”) with a another assignee (“Second Assignee”) for the sale of the First Assigned Note with outstanding principal of $194,208 and accrued interest of $3,204. In connection with the Second Note Assignment, a prepayment premium of $49,353 was charged which was included in the sale price of $246,765. In 2018, the Purchasers converted $17,500 of the outstanding principal of the new Note (“Second Assigned Note”), into 3,613,688 shares of common stock. During the three months ended March 31, 2019, the Purchasers converted $45,000 of the outstanding principal of the Second Assigned Note, into 8,188,388 shares of common stock. As of March 31, 2019, the Second Assigned Note had an outstanding principal balance of $184,264 and accrued interest of $0.

As of March 31, 2019, the July 2017 Notes is $333,333had outstanding principal and asaccrued interest of $44,518 and $21,473, respectively and are currently bearing interest at the default interest rate of 24% per annum.

As of March 31, 2019, there were 52,997,367 warrants outstanding under the July 2017 Warrants (see Note 4 and Note 8-Warrantsin the accompanying unaudited condensed consolidated financial statements for additional information).

January 2018 Financing

On January 29, 2018, the Company entered into the Fourth Securities Purchase Agreement with the Purchasers for the sale of the Company’s January 2018 Notes and January 2018 Warrants.

As of March 31, 2019, the January 2018 Notes had outstanding principal and accrued interest of $222,222 and $49,302, respectively and are currently bearing interest at the default interest rate of 24% per annum.

As of March 31, 2019, there were 52,910,058 warrants outstanding under the January 2018 Warrants (see Note 4 and Note 8-Warrantsin the accompanying unaudited condensed consolidated financial statements for additional information).

March 2018 Financing

On March 13, 2018, the Company entered into the Fifth Securities Purchase Agreement with the Purchasers for the sale of the Company’s March 2018 Notes and March 2018 Warrants.

As of March 31, 2019, the March 2018 Notes had outstanding principal and accrued interest of $182,238 and $42,069, respectively and are currently bearing interest at the default interest rate of 24% per annum and have a maturity date of November 13, 2018.

As of March 31, 2019, there were 79,365,086 warrants outstanding under the March 2018 Warrants (see Note 4 and Note 8-Warrantsin the accompanying unaudited condensed consolidated financial statements for additional information).

July 2018 Financing

On July 25, 2018, the Company entered into Sixth Securities Purchase Agreement with an institutional investor for the sale of the July 2018 Note. The Note bears interest at 8% per year and will mature on the one-year anniversary of the date of issue.

As of March 31, 2019, the July 2018 Note had outstanding principal and accrued interest of $150,000 and $14,137, respectively (see Note 4 and Note 8-Warrants in the accompanying unaudited condensed consolidated financial statements for additional information).

September 2018 Financing

On September 24, 2018, the Company received $61,000 after giving effect toentered into the original issue discountSeventh Purchase Agreement with the Seventh Round Purchasers for the sale of $33,333 and offering costs of $10,000 which are treated as a debt discount, the payment of legal and accounting fees of $29,000 not related to theseCompany’s September 2018 Notes and the funding of an escrow account held by the escrows agent of $200,000.September 2018. The September 2018 Notes bear interest at a rate of 5% per year (which interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the Notes)),and shall mature eight months from issuance and the principal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the Notes); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the Notes shall be convertible at 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”) and the exercise price of the March 2018 Warrants shall be 60% of the Default Conversion Price.

.

The initial exercise price of the Warrants is $0.04 per share, subject to adjustment as described below, and the Warrants are exercisable for five years after the issuance date. The Warrants are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the Warrants. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of the Warrants is also subject to full ratchet price adjustment if the Company issues common stock at a price per share lower than the then-current exercise price of the Warrant.May 24, 2019.

 

TheAs of March 31, 2019, the September 2018 Notes and related Warrants include a down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. Subsequent to the date of these March 2018 Notes, the Company defaulted on these Notes. Accordingly, pursuant to the default provisions, the conversion price of the notes were lowered to the Default Conversion Price and the exercise price of the March 2018 Warrants shall be 60% of the Default Conversion Price and the total number of March 2018 Warrants were increased on a full ratchet basis from 12,500,000 warrants to 34,013,605, an increase of 21,513,605 warrants.

The Notes provide for amortization payments on each of the six-month anniversary of the issue date, seven-month anniversary of the issue date and on the maturity date with each amortization payment being one third of the totalhad outstanding principal and allaccrued interest accrued as of $1,361,111 and $78,683, respectively and are currently bearing interest at the payment date. Ifdefault interest rate of 18% per annum.

As of March 31, 2019, there were 486,111,114 warrants outstanding under the six-month amortization payment is made September 2018 Warrants (see Note 4 and Note 8-Warrantsin cash thenthe accompanying unaudited condensed consolidated financial statements for additional information).

November 2018 Financing

On November 13, 2018, the Company shall payentered into the holder 110% ofEighth Purchase Agreement with the applicable amortization payment and ifEighth Round Purchaser for the seven-month or the maturity date amortization payments are made in cash then the Company shall pay the holder 115% of the applicable amortization payment. The holder may elect at its option to receive the amortization payments in common stock subject to certain equity conditions.

The Notes may be prepaid at any time until the 180th day following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest through the five month anniversary of the issue date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest from the fifth month anniversary of the issue date through the six month anniversary of the issue date. In order to prepay the Notes, the Company shall provide 20 trading days prior written notice to the holders, during which time a holder may convert its Note in whole or in part at the conversion price.

The November 2016 Notes, June 2017 Notes, July 2017, January 2018 and March 2018 Notes contain certain covenants, such as restrictions on the incurrence of indebtedness, creation of liens, payment of restricted payments, redemptions, payment of cash dividends and the transfer of assets. These Notes also contains certain adjustment provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions. The conversion price is also subject to adjustment if the Company issues or sells shares of its common stock for a consideration per share less than the conversion price then in effect, or issue options, warrants or other securities convertible or exchange for shares of its common stock at a conversion or exercise price less than the conversion price of these Notes then in effect. If either of these events should occur, the conversion price is reduced to the lowest price at which these securities were issued or are exercisable. The Company granted the Purchasers certain rights of first refusal on future offerings by the Company for as long as the Purchasers hold these Notes. In addition, subject to limited exceptions, the Purchasers will not have the right to convert any portion of these Note if the Purchaser, together with its affiliates, would beneficially own in excess of 4.99% of the number of sharessale of the Company’s Common Stock outstanding immediately after giving effect to its conversion.November 2018 Note and November 2018 Warrant. The Purchaser may increase or decrease this ownership limitation to any percentage not exceeding 9.99% upon 61 days prior written notice to the Company.November 2018 Note bears interest at a rate of 5% per year and shall mature on July 29, 2019.

 

As of March 31, 2019, the November 2018 Note had outstanding principal and accrued interest of $127,778 and $2,416, respectively.

As of March 31, 2019, there were 4,791,667 warrants outstanding under the November 2018 Warrants (see Note 4 and Note 8-Warrantsin the accompanying unaudited condensed consolidated financial statements for additional information).

January 2019 Financing

On January 18, 2019, the Company entered into the Ninth and Tenth Purchase Agreements with the Ninth and Tenth Round Purchasers for the sale of the Company’s January 2019 Notes. The January 2019 Notes bear interest at a rate of 5% per year and shall mature on January 18, 2020.

As of March 31, 2019, the January 2019 Notes had an aggregate outstanding principal and accrued interest of $220,000 and $2,301, respectively. Warrants (see Note 4 in the accompanying unaudited condensed consolidated financial statements for additional information).

March 2019 Financing

On March 25, 2019, the Company entered into the Eleventh Purchase Agreement with the Eleventh Round Purchaser for the sale of the Company’s March 2019 Note and March 2019 Warrant. The March 2019 Note bears interest at a rate of 5% per year and shall mature on November 2016,25, 2019.

As of March 31, 2019, the March 2019 Note had an aggregate outstanding principal and accrued interest of $55,556 and $46, respectively.

As of March 31, 2019, there were 2,083,333 warrants outstanding under the March 2019 Warrants (see Note 4 and Note 8-Warrantsin the accompanying unaudited condensed consolidated financial statements for additional information).

To secure the Company’s obligations under the June 2017, July 2017, January 2018, and March 2018, Warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise priceSeptember 2018 Notes and they are also exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the Warrants. The exercise price of these Warrants are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of these Warrants are also subject to full ratchet price adjustment if the Company sells or grants any option to purchase, sells or re-prices any common stock or common stock equivalents, as defined, at an exercise price lower than the then-current exercise price of these Warrants with the exception for certain exempted issuances and subject to certain limitations on the reduction of the exercise price as provided in the Warrants. In the event of a fundamental transaction, as described in these Warrants and generally including any reorganization, recapitalization or reclassification of the Common Stock, the sale, transfer or other disposition of all or substantially all of the Company’s properties or assets, the Company’s consolidation or merger with or into another person, the acquisition of more than 50% of the outstanding Common Stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by the outstanding Common Stock, the holders of these Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised these Warrants immediately prior to such fundamental transaction; provided that upon the occurrence of certain fundamental transactions, the holder can require the Company to purchase these Warrants for cash at a price equal to the higher of the Black Scholes Value of the unexercised portion of these Warrants or difference between the cash per share paid in the fundamental transaction and the exercise price per share. The holders of these Warrants will not have the right to exercise any portion of these Warrants if the holder (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of these Warrants.

In connection with the Company’s obligations under the November 2016, June 2017, July 2017, January 2018 and March 2018 Notes, the Company entered into a Security Agreement,Agreements, Pledge AgreementAgreements and Subsidiary GuarantyGuaranty’s with Calvary Fund I LP, as agent, pursuant to which the Company granted a lien on all assets of the Company (the “Collateral”) excluding permitted indebtedness which included a first lien held by Regions Bank in connection with the $100,000 revolving promissory note entered into with Regions Bank in October 2014, for the benefit of the Purchasers, to secure the Company’s obligations under the Notes.Note Purchasers. Upon an Event of Default (as defined in the related Notes), the Note Purchasers may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease or dispose of the Collateral.

 

From May 2017April 2019 Financing

On April 1, 2019, the Company entered into a securities purchase agreement (the “Twelfth Purchase Agreement”) for the sale of the Company’s convertible notes and warrants. Pursuant to December, 2017,the Twelfth Purchase Agreement, the Company issued 10,608,890to the Twelfth Round Purchaser for an aggregate subscription amount of $25,000: (i) 10% Original Issue Discount and 5% Senior Convertible Notes in the aggregate principal amount of $27,778 (the “April 2019 Note”) and (ii) 5 year warrants (the “April 2019 Warrant”) to purchase an aggregate of 1,041,667 shares of itsthe Company’s common stock at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the April 2019 Warrant). The Company received $25,000 in aggregate net proceeds from the sale, net of $2,778 original issue discount. The April 2019 Note bears an interest rate of 5% per year (which interest rate shall be increased to 18% per year upon the conversionoccurrence of principal note balances of $408,454 and interest of $17,418.

During the six months ended June 30, 2018, the Company issued 38,395,067 shares of its common stock upon the conversion of principal note balances of $279,359 and interest and penalties of $91,907.

Ancillary Agreements

In connection with the Company’s obligations under the Notes, the Company and its subsidiary OncBioMune, Inc. entered into a security agreement with Calvary Fund I LP, as agent, pursuant to which the Company and the Subsidiary granted a lien on all assets of the Company and the Subsidiary, for the benefit of the holders, to secure the Company’s obligations under the Notes. The Company also entered into a pledge agreement with Cavalry and the Subsidiary executed a subsidiary guaranty. Upon an Event of Default (as defined in the Notes)April 2019 Note)), shall mature on December 2, 2019 and the holders may, among other things, collectprincipal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the April 2019 Note); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or take possessionremains ongoing, the April 2019 Note shall be convertible and the April 2019 Warrant shall be exercisable at 60% of the Collateral, proceedlowest closing price, as reported on the OTCQB or other principal trading market, during the prior twenty trading days (the “Default Conversion Price”). The investor may not convert the April 2019 Note to the extent that such conversion would result in beneficial ownership by the investor and its affiliates of more than 9.9% of the Company’s issued and outstanding common stock. The April 2019 Note may be prepaid at anytime until the 180th following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the April 2019 Note and accrued and unpaid interest during the period from the original issue date through the five months following the original issue date, and (ii) 120% of the outstanding principal balance of the April 2019 Note and accrued and unpaid interest during month six following the original issue date. In order to prepay the April 2019 Note, the Company shall provide twenty trading days prior written notice to the lender, during which time the investor may convert the April 2019 Note in whole or in part at the conversion price.

The initial exercise price of the April 2019 Warrant is $0.04 per share, subject to adjustment as described below, and the April 2019 Warrant are exercisable for five years after the issuance date. The April 2019 Warrant are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the warrants. The exercise price of the warrants is subject to adjustment in the event of default, certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. Pursuant to the default provision, the April 2019 Warrant shall be exercisable at the Default Conversion Price as defined above. The exercise price of the warrants is also subject to full ratchet price adjustment if the Company issues common stock at a price per share lower than the then-current exercise price of the warrant.

On April 29, 2019, The Company entered into Securities Purchase Agreements (each, an “SPA”) with a group of investors (the “Investors”) to purchase a series of convertible notes (the “April 2019 Notes II”) and accompanying warrants (the “April 2019 Warrants II”) for an aggregate investment amount of $184,950.00. Each SPA contains customary representations, warranties, and covenants of the Company and each Investor as detailed therein. The April 2019 Notes II were issued with a 10% original issuance discount and have an aggregate face value of $205,500.00 and bear an interest rate of 5% per annum (which shall increase to 18% per year upon the occurrence of an “Event of Default” (as defined in the April 2019 Notes II)), shall mature on December 29, 2019 (the “Maturity Date”). The principal and interest due under the April 2019 Notes II is payable in three equal payments in cash (or in shares of common stock at the Company’s election and subject to certain conditions in the April 2019 Notes II) on October 29, 2019, November 29, 2019 and the Maturity Date (each, a “Payment Date”). The April 2019 Notes II are convertible at any time into shares of the Company’s common stock at a conversion price equal to $0.02 per share for any amount of principal and accrued interest remaining outstanding (subject to adjustment as provided therein); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the April 2019 Notes II shall be convertible at 60% of the lowest closing price during the prior twenty trading days. The Company may prepay any of the April 2019 Notes II at any time until the first Payment Date at an amount between 115% and 120% of outstanding principal balance and accrued interest, depending on the date of prepayment.

In connection with the foreclosureApril 2019 Notes II, each Investor was issued a warrant (the “April 2019 Warrants II”) to purchase an amount of common stock equal to 75% of the security interest in the Collateral or sell, lease or disposeShares issuable upon conversion of the Collateral.April 2019 Notes II issued to such Investor at an exercise price of $0.04 per share (subject to adjustment as provided therein) until April 29, 2024. The April 2019 Warrants II are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the warrants.

 

Additional Purchaser Rights and Company Obligations

 

The Securities Purchase Agreement also requiresAgreements include additional purchaser rights and Company obligations including obligations on the Company to pay counselreimburse the Purchasers for the holders $10,000,legal fees and expenses, satisfy the current public information requirements under SEC Rule 144(c), refrainobligations on the Company with respect to the use of proceeds from issuingthe sale of securities for a period of 30 days from closing and provides the holders withPurchaser rights of participationto participate in future Company financings. Reference should be made to the full text of the Securities Purchase Agreements.

Common Stock for debt conversion

During the three months ended March 31, 2019, the Purchasers converted an aggregate of $177,766 and $13,798 outstanding principal and interest of the Notes, respectively, and $36,134 of default interest, into 42,931,251 shares of its common stock.

Future Financings

We will require additional financing to fund our planned operations. We currently do not have committed sources of additional financing and may not be able to obtain additional financing particularly, if the volatile conditions of the stock and financial markets, and more particularly the market for early development stage company stocks persist.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to further delay or further scale down some or all of our activities or perhaps even cease the operations of the business.

Since inception we have funded our operations primarily through equity and debt financings and we expect that we will continue to fund our operations through the equity and debt financing, either alone or through strategic alliances. If we are able to raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted. Obtaining commercial or other loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a period of 12 months from the closing.return on his, her, or its investment in our common stock. Further, we may continue to be unprofitable.

Critical Accounting Policies

 

We have identified the following policies as critical to its business and results of operations. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment.

 

Research and developmentUse of estimates

 

ResearchThe preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and development costs incurredassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three months ended March 31, 2019 and year ended December 31, 2018 include the valuation of assets and liabilities of discontinued operations, useful life of property and equipment, valuation of ROU assets and operating lease liabilities, assumptions used in assessing impairment of long-term assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, the valuation of derivative liabilities, and the fair value of assets acquired and liabilities assumed in the developmentbusiness acquisition.

Fair value of financial instruments and fair value measurements

FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as 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. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on March 31, 2019. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the Company’s productsamounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are expensedobservable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. 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). The three levels of the fair value hierarchy are as incurred.follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

 

Derivative liabilities

 

We haveThe Company has certain financial instruments that are embedded derivatives associated with capital raises. WeThe Company evaluates all of ourits financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.

 

Revenue recognition

In May 2014, FASB issued an update Accounting Standards Update, ASU 2014-09, establishing ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted this standard on January 1, 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s sources of revenue, the Company has concluded that ASU 2014-09 did not have any impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers and there was no cumulative effect adjustment.

Stock-based compensation

 

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

 

Through March 31, 2018, pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees”,Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black-ScholesBlack Scholes valuation model, wethe Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and we adjustthe Company adjusts the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07,Improvements to Nonemployee Share-Based Payment Accounting,which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. WeThe Company early adopted ASU No. 2018-07 in the second quarter of 2018, and the adoption did not have any impact on its consolidated financial statements.

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02,Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. The updated guidance is effective for interim and annual periods beginning after December 15, 2018.

On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less.

Operating lease ROU assetsrepresents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the condensed consolidated statements of operations.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure controls and procedures

 

We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including theour principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management, with the participation of theour principal executive officer and principal financial officer, evaluated our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of June 30, 2018,March 31, 2019, our disclosure controls and procedures were not effective.

Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2019. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of March 31, 2019, our internal control over financial reporting was not effective.

The ineffectiveness of our internal control over financial reporting was due to the following material weaknesses which we identified in our internal control over financial reporting: (1) the lack of multiples levels of management review on complex accounting and financial reporting issues, and business transactions, (2) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems, and (3) a lack of operational controls and lack of controls over assets of the acquired subsidiaries.

 

(1)the lack of multiples levels of management review on complex accounting and financial reporting issues, and business transactions,
(2)a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems, and
(3)a lack of operational controls and lack of controls over assets by the acquired subsidiaries.

We expect to be materially dependent upon third parties to provide us with accounting consulting services related to accounting services for the foreseeable future. We believe this will be sufficient to remediate the material weaknesses related to our accounting discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our consolidated financial statements which could lead to a restatement of those financial statements.

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Changes in internal control over financial reporting

 

There werewas no changeschange in ourthe Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) during the quarter ended June 30, 2018March 31, 2019 that havehas materially affected, or areis reasonably likely to materially affect, ourthe Company’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We know of no material, existing or pending legal proceedings against our company,Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A. RISK FACTORS

 

Not applicable to smaller reporting companies.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Shares issuedExcept for cashprovided below, all unregistered sales of our securities during the three months ended March 31, 2019, were previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

 

From April 1 to June 30, 2018, we issued 9,945,058 shares upon conversion of debt of $30,000 and accrued interest of $5,577.

1.During the three months ended March 31, 2019, the Company issued to a lender, an aggregate of 31,962,041 shares of common stock upon conversion of debt of $167,682, including both principal and interest.

 

2.During the three months ended March 31, 2019, the Company issued to a second lender, an aggregate of 8,188,388 shares of common stock upon conversion of $45,000 outstanding principal.

During April 1 to June 30, 2018, we issued 4,309,342 shares of our common stock upon the cashless exercise of 3,591,119 Warrants.

3.During the three months ended March 31, 2019, the Company issued to a third lender, an aggregate of 2,780,822 shares of common stock upon conversion of debt of $15,016, including both principal and interest

 

The above securitiesshares of common stock referenced herein were issued in reliance upon the exemptions providedexemption from securities registration afforded by the provisions of Section 4(a)(2) underof the Securities Act of 1933, as amended.amended, (“Securities Act”).

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

As of June 30, 2018, we were in default on our convertible debt instruments and loans caused by the non-payment of balance due pursuant to the repayment terms and late filing of our annual and quarterly reports.

From June 2017 to September 2017, we entered into loan agreements with several third parties (the “Loans”). Pursuant to the loan agreements, we borrowed an aggregate principal amount of $538,875. The Loans bear interest at an annual rate of 33.3%, are unsecured and are in default due to non-payment.non-payment as of March 31, 2019.

 

At June 30, 2018,As of March 31, 2019, we were in default on certain of our convertible note payable with principal balances aggregating $1,230,333debt instruments and loans caused by the non-payment of balance due pursuant to the late filing of our annual and quarterly filings and due to non-payment of notes on the due date. Pursuant to the default provisions, the conversion price of the notes were lowered to $0.006 or the Default Conversion Price (defined as 60% of the lowest closing price during the prior twenty trading days of the Common Stock as reported on the OTCQB or other principal trading market) and the exercise price of the Warrants shall be 60% of the Default Conversion Price.repayment terms.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

33

ITEM 6. EXHIBITS

 

Exhibit No. Description of Exhibit
   
10.1 Form of Note issued JanuaryApril 29, 20182019 (incorporated by reference to Exhibit 10.464.1 to registrant’s current report on Form 10-K8-K filed with the SEC on May 31, 2018)2, 2019).
   
10.2 Form of Warrant issued JanuaryApril 29, 20182019 (incorporated by reference to Exhibit 10.474.2 to registrant’s current report on Form 10-K8-K filed with the SEC on May 31, 2018)2, 2019).
   
10.3 Form of NoteSecurities Purchase Agreement issued March 13, 2018April 29, 2019 (incorporated by reference to Exhibit 10.5210.1 to registrant’s current report on Form 10-K8-K filed with the SEC on May 31, 2018).
10.4Form of Warrant issued March 13, 2018 (incorporated by reference to Exhibit 10.53 to registrant’s current report on Form 10-K filed with the SEC on May 31, 2018)2, 2019).
   
31.1* Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.
   
31.2* Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.
   
32.1* Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.
   
32.2*Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.
101.INS* XBRL INSTANCE DOCUMENT
101.SCH* XBRL TAXONOMY EXTENSION SCHEMA
101.CAL* XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF* XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB* XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE* XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

* Filed herewith.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 ONCBIOMUNE PHARMACEUTICALS, INC.
   
Date: August 14, 2018Dated: May 15, 2019By:/s/ Jonathan F. Head, PhD                         Brian Barnett, MD
  Jonathan F. Head, PhDBrian Barnett, MD
  

Chief Executive Officer (principal

(principal executive officer)

  
Date: August 14, 2018Dated: May 15, 2019By:/s/ Andrew Kucharchuk
  Andrew Kucharchuk
  

Chief Financial Officer and President (principal

(principal financial officer and principal accounting officer)