Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | RenovaCare, Inc. | |
Entity Central Index Key | 0001016708 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-30156 | |
Is Entity's Reporting Status Current? | Yes | |
Is Entity Emerging Growth Company? | false | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Incorporation, State or Country Code | NV | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 87,352,364 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 8,671,295 | $ 12,185,248 |
Other current assets | 273,606 | 102,500 |
Total current assets | 8,944,901 | 12,287,748 |
Fixed Assets, net | 40,965 | 0 |
Right of use asset | 86,587 | 0 |
Security deposit | 7,995 | 0 |
Prepaid R&D - noncurrent | 159,498 | 0 |
Intangible assets | 152,854 | 152,854 |
Total assets | 9,392,800 | 12,440,602 |
Current liabilities | ||
Accounts payable and accrued expenses | 585,089 | 169,044 |
Accounts payable - related parties | 132,371 | 111,696 |
Operating lease liability | 44,458 | 0 |
Total current liabilities | 761,918 | 280,740 |
Operating lease liability | 42,233 | 0 |
Total liabilities | 804,151 | 280,740 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity (deficit) | ||
Preferred stock: $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock: $0.00001 par value; 500,000,000 shares authorized, 87,352,364 shares issued and outstanding at September 30, 2020 and December 31, 2019 | 874 | 874 |
Additional paid-in capital | 35,811,930 | 32,378,833 |
Retained deficit | (27,224,155) | (20,219,845) |
Total stockholders' equity | 8,588,649 | 12,159,862 |
Total liabilities and stockholders' equity | $ 9,392,800 | $ 12,440,602 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares Issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, Authorized | 500,000,000 | 500,000,000 |
Common stock, shares Issued | 87,352,364 | 87,352,364 |
Common stock, shares outstanding | 87,352,364 | 87,352,364 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating expenses | ||||
Research and development | 1,551,989 | 130,467 | 3,091,383 | 504,169 |
General and administrative | 1,290,890 | 1,070,314 | 4,024,317 | 1,944,111 |
Total operating expenses | 2,842,879 | 1,200,781 | 7,115,700 | 2,448,280 |
Loss from operations | (2,842,879) | (1,200,781) | (7,115,700) | (2,448,280) |
Other income (expense) | ||||
Interest income | 24,915 | 84,731 | 111,390 | 265,460 |
Total other income (expense) | 24,915 | 84,731 | 111,390 | 265,460 |
Net loss | $ (2,817,964) | $ (1,116,050) | $ (7,004,310) | $ (2,182,820) |
Basic and Diluted Loss per Common Share | $ (0.03) | $ (0.01) | $ (0.08) | $ (0.03) |
Weighted average number of common shares outstanding - basic and diluted | 87,352,364 | 87,243,352 | 87,352,364 | 87,198,132 |
Condensed Consolidated Statment
Condensed Consolidated Statments Of Stockholders' (EQUITY) (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2018 | 87,175,522 | |||
Beginning Balance, Amount at Dec. 31, 2018 | $ 872 | $ 32,187,580 | $ (16,861,763) | $ 15,326,689 |
Stock based compensation | 832 | 832 | ||
Net loss | (547,504) | (547,504) | ||
Ending Balance, Shares at Mar. 31, 2019 | 87,175,522 | |||
Ending Balance, Amount at Mar. 31, 2019 | $ 872 | 32,188,412 | (17,409,267) | 14,780,017 |
Beginning Balance, Shares at Dec. 31, 2018 | 87,175,522 | |||
Beginning Balance, Amount at Dec. 31, 2018 | $ 872 | 32,187,580 | (16,861,763) | 15,326,689 |
Stock based compensation issued for prepaid services | 0 | |||
Net loss | (2,182,820) | |||
Ending Balance, Shares at Sep. 30, 2019 | 87,352,364 | |||
Ending Balance, Amount at Sep. 30, 2019 | $ 874 | 32,188,410 | (19,044,583) | 13,144,701 |
Beginning Balance, Shares at Mar. 31, 2019 | 87,175,522 | |||
Beginning Balance, Amount at Mar. 31, 2019 | $ 872 | 32,188,412 | (17,409,267) | 14,780,017 |
Net loss | (519,266) | (519,266) | ||
Ending Balance, Shares at Jun. 30, 2019 | 87,175,522 | |||
Ending Balance, Amount at Jun. 30, 2019 | $ 872 | 32,188,412 | (17,928,533) | 14,260,751 |
Exercise of warrants, Shares | 176,842 | |||
Exercise of warrants, Amount | $ 2 | (2) | ||
Net loss | (1,116,050) | (1,116,050) | ||
Ending Balance, Shares at Sep. 30, 2019 | 87,352,364 | |||
Ending Balance, Amount at Sep. 30, 2019 | $ 874 | 32,188,410 | (19,044,583) | 13,144,701 |
Beginning Balance, Shares at Dec. 31, 2019 | 87,352,264 | |||
Beginning Balance, Amount at Dec. 31, 2019 | $ 874 | 32,378,833 | (20,219,845) | 12,159,862 |
Stock based compensation | 465,763 | 465,763 | ||
Net loss | (1,174,753) | (1,174,753) | ||
Ending Balance, Shares at Mar. 31, 2020 | 87,352,264 | |||
Ending Balance, Amount at Mar. 31, 2020 | $ 874 | 32,844,596 | (21,394,598) | 11,450,872 |
Beginning Balance, Shares at Dec. 31, 2019 | 87,352,264 | |||
Beginning Balance, Amount at Dec. 31, 2019 | $ 874 | 32,378,833 | (20,219,845) | 12,159,862 |
Stock based compensation issued for prepaid services | 260,997 | |||
Net loss | (7,004,310) | |||
Ending Balance, Shares at Sep. 30, 2020 | 87,352,264 | |||
Ending Balance, Amount at Sep. 30, 2020 | $ 874 | 35,811,930 | (27,224,155) | 8,588,649 |
Beginning Balance, Shares at Mar. 31, 2020 | 87,352,264 | |||
Beginning Balance, Amount at Mar. 31, 2020 | $ 874 | 32,844,596 | (21,394,598) | 11,450,872 |
Stock based compensation | 1,586,522 | 1,586,522 | ||
Net loss | (3,011,593) | (3,011,593) | ||
Ending Balance, Shares at Jun. 30, 2020 | 87,352,264 | |||
Ending Balance, Amount at Jun. 30, 2020 | $ 874 | 34,431,118 | (24,406,191) | 10,025,801 |
Stock based compensation | 1,119,815 | 1,119,815 | ||
Stock based compensation issued for prepaid services | 260,997 | 260,997 | ||
Net loss | (2,817,964) | (2,817,964) | ||
Ending Balance, Shares at Sep. 30, 2020 | 87,352,264 | |||
Ending Balance, Amount at Sep. 30, 2020 | $ 874 | $ 35,811,930 | $ (27,224,155) | $ 8,588,649 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows used in operating activities | ||
Net loss | $ (7,004,310) | $ (2,182,820) |
Adjustments to reconcile net loss to net cash flows used in operating activities | ||
Depreciation | 309 | 237 |
Stock based compensation expense | 3,172,100 | 832 |
Amortization of right-of-use asset | 6,978 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in other current assets | (69,608) | 68,707 |
Increase in accounts payable and accrued expenses | 416,045 | 190,925 |
(Decrease) increase in accounts payable - related parties | 20,675 | 66,474 |
Decrease in interest payable - related parties | 0 | (167,497) |
Lease liability | (6,874) | 0 |
Net cash flows used in operating activities | (3,464,685) | (2,023,142) |
Cash flows from investing activities | ||
Payment for security deposit | (7,995) | 0 |
Purchase of fixed assets | (41,273) | 0 |
Net cash flows used in investing activities | (49,268) | 0 |
Decrease in cash and cash equivalents | (3,513,953) | (2,023,142) |
Cash and cash equivalents at beginning of period | 12,185,248 | 15,397,524 |
Cash and cash equivalents at end of period | 8,671,295 | 13,374,382 |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | 0 | 167,497 |
Income taxes paid in cash | 0 | 0 |
Supplemental disclosure of noncash financing activities: | ||
Stock based compensation issued for prepaid services | $ 260,997 | $ 0 |
Basis of Presentation, Organiza
Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings (Loss) Per Share | Note 1. Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings (Loss) Per Share Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements and related disclosures of RenovaCare, Inc. and Subsidiary (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on May 14, 2020. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the interim periods. All such adjustments are of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the year ended December 31, 2020. Organization RenovaCare, Inc. was incorporated on July 14, 1983 in the State of Utah under the name Far West Gold, Inc., and changed its domicile to Nevada in 1997. On January 7, 2014, the Company changed its name at the time from “Janus Resources, Inc.” to “RenovaCare, Inc.” so as to more fully reflect its current operations and business, and changed its trading symbol from “JANI” to “RCAR” effective as of January 9, 2014. RenovaCare has an authorized capital of 500,000,000 shares of $0.00001 par value common stock, of which 87,352,364 shares are outstanding as of September 30, 2020, and 10,000,000 shares of $0.0001 par value preferred stock, of which none are outstanding. Overview of Operations The Company focuses on the research, development and commercialization of autologous (using a patient's own cells) cellular therapies that can be used for medical and aesthetic applications. On July 12, 2013, the Company, through its wholly owned subsidiary, RenovaCare Sciences Corp., completed the acquisition of its flagship technologies (collectively, the “ CellMist TM SkinGun TM The CellMist TM CellMist TM SkinGun TM Improvements in the design and efficiency of the CellMist™ System including a closed, self-contained, semi-automated sterile cell isolation device and the SkinGun™ spray device are in development with StemCell Systems (Berlin, Germany), the Company’s R&D innovation partner. The Company is adapting its core technologies for possible use in other clinical indications. The Company is also developing the cell isolation and spray gun devices as stand-alone 510 (k)-cleared products for isolation of cells from other tissues and spraying other solutions of medical importance. The Company does not have any commercialized products. The Company's activities have consisted principally of performing research and development activities and raising capital to support such activities. The Company has enlisted the assistance of several Contract Manufacturing Organizations (CMO) to manufacture clinical supplies including components of the CellMist System™ and the electronic SkinGun™ spray devices in compliance with FDA’s guidance for current Good Manufacturing Practices (cGMP) and Contract Research Organizations (CRO) to conduct clinical trials to evaluate the safety and feasibility of an autologous skin cell therapy using the Company’s products to facilitate burn wound healing. These development activities are subject to significant risks and uncertainties, including possible failure of preclinical and clinical testing. The Company has not generated any revenue and has sustained recurring losses and negative cash flows from operations since inception. The Company expects to incur losses as it continues development of its products and technologies and expects that it will need to raise additional capital through partnerships or the sale of its securities to accomplish its business plan. Failing to secure such additional funding before achieving sustainable revenue and profit from operations poses a significant risk. The Company's ability to fund the development of its cellular therapies depends on the amount and timing of cash receipts from future financing activities. There can be no assurance as to the availability or terms upon which such financing and capital might be available. Additionally, there is significant uncertainty relating to the full impact of the COVID-19 pandemic on the Company’s operations and capital requirements. Should financing when needed be unavailable or prohibitively expensive or the COVID-19 pandemic continue, it may adversely affect the Company’s ability to (i) retain employees and consultants; (ii) obtain additional financing on terms acceptable to the Company, if at all; (iii) delay regulatory submissions and approvals; (iv) delay, limit or preclude the Company from securing clinical study sites; (v) delay, limit or preclude the Company from achieving technology or product development goals, milestones, or objectives; and (vi) preclude or delay entry into joint venture or partnership arrangements. The occurrence of any one or more of such events may affect the Company’s ability to continue on its pathway to commercialization of its technology or products. Liquidity As of September 30, 2020, the Company had $8,671,295 of cash on hand and cash equivalents, and working capital of $8,182,984. As a result, the Company believes it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Quarterly Report on Form 10-Q. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for substantial additional capital investment. The Company expects that it may need to raise additional capital to accomplish its business plan over the next several years. There can be no assurance as to the availability or terms upon which such financing and capital might be available. See “Overview of Operations” above. New Accounting Standards Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative non-governmental U.S. GAAP as found in the Financial Accounting Standards Board's Accounting Standards Codification. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for the Company beginning in fiscal 2021. The Company is currently assessing the impact that this pronouncement will have on its consolidated financial statements. The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion other than as discussed above. The Company believes that none of the new standards will have a significant impact on the financial statements. Earnings (Loss) Per Share The Company presents both basic and diluted earnings per share ("EPS") amounts. Basic EPS is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period presented. Diluted EPS amounts are based upon the weighted average number of common and common equivalent shares outstanding during the period presented. The Company has not included the effects of warrants or stock on net loss per share because to do so would be antidilutive. Following is the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (2,817,964 ) $ (1,116,050 ) $ (7,004,310 ) $ (2,182,820 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,243,352 87,352,364 87,198,132 Basic and diluted EPS $ (0.03 ) $ (0.01 ) (0.08 ) $ (0.03 ) The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Stock options 5,883,070 317,500 5,883,070 317,500 Warrants 12,296,912 13,106,912 12,296,912 13,106,912 Total shares not included in the computation of diluted losses per share 18,179,982 13,242,412 18,179,982 13,424,412 |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Other Current Assets | Note 2. Other Current Assets Other current assets consist of the following: September 30, December 31, 2020 2019 Prepaid insurance $ 108,360 $ - Prepaid stock options for services 86,999 - Prepaid professional fees 65,000 102,500 Other prepaid costs 13,247 - Total prepaid expenses $ 273,606 $ 102,500 |
Assets - Intellectual Property
Assets - Intellectual Property | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Assets - Intellectual Property | Note 3. Assets – Intellectual Property On July 12, 2013, the Company, together with its wholly owned subsidiary, RenovaCare Sciences, entered into an asset purchase agreement (“APA”) with Dr. Jörg Gerlach, MD, PhD, pursuant to which RenovaCare Sciences purchased all of Dr. Gerlach’s rights, title and interest in the CellMist TM |
Common Stock and Warrants
Common Stock and Warrants | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Common Stock and Warrants | Note 4. Common Stock and Warrants Common Stock At September 30, 2020, the Company had 500,000,000 authorized shares of common stock with a par value of $0.00001 per share, 87,352,364 shares of common stock outstanding and 20,000,000 shares reserved for issuance under the Company’s 2013 Long-Term Incentive Plan (the “2013 Plan”) as adopted and approved by the Company’s Board of Directors (the “Board”) on June 20, 2013 that provides for the grant of stock options to employees, directors, officers and consultants. During the nine months ended September 30, 2020, the Company granted options to purchase an aggregate 3,565,570 shares of the Company’s common stock to employees and consultants. See “Note 5. Stock Options” for further discussion. Warrants The following table summarizes information about warrants outstanding at September 30, 2020 and December 31, 2019: Shares of Common Stock Issuable from Warrants Outstanding as of Weighted September 30, December 31, Average Description 2020 2019 Exercise Price Expiration Series D - 810,000 $ 1.10 June 5, 2020 Series E 584,416 584,416 $ 1.54 September 8, 2021 Series F 7,246 7,246 $ 3.45 February 23, 2022 & March 9, 2022 Series G 460,250 460,250 $ 2.68 July 21, 2022 Series H 910,000 910,000 $ 2.75 October 16, 2022 Series I 10,335,000 10,335,000 $ 2.00 November 26, 2025 Total 12,296,912 13,106,912 |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options | Note 5. Stock Options The following table summarizes stock option activity for the period ended September 30, 2020: Number of Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($) Outstanding at December 31, 2019 2,317,500 2.68 5.68 $ 1,460,507 Grants 3,565,570 2.30 - - Forfeited (37,500 ) 4.20 - - Outstanding at September 30, 2020 5,845,570 2.46 5.38 $ 7,200,064 Vested and Exercisable at September 30, 2020 1,402,499 2.07 5.39 2,322,524 Available for grant at September 30, 2020 13,912,695 On January 2, 2020, the Company granted Alan L. Rubino, the Company’s President and Chief Executive Officer, an option to purchase up to 620,571 shares of the Company’s common stock at an exercise price of $3.23. The option was granted in fulfillment of the Company’s obligation under the terms of Mr. Rubino’s employment agreement dated November 15, 2019. On May 22, 2020, the Board of Directors approved the modification of these 620,571 options to accelerate the vesting from November 14, 2023 to November 14, 2022. The Company calculated the fair value of the options immediately before and after the modification using the Black-Scholes model. There was no incremental consideration due to the modification. On May 22, 2020, the Company granted options to two consultants and a board member to purchase an aggregate 1,550,000 shares of the Company’s common stock at an exercise price of $1.40. On June 1, 2020, pursuant to his employment agreement, the Company granted Dr. Robin Robinson, the Company’s Chief Scientific Officer, an option to purchase up to 200,000 shares of the Company’s common stock at an exercise price of $1.65. On June 22, 2020, pursuant to his employment agreement, the Company granted Robert Cook, the Company’s Chief Financial Officer, an option to purchase up to 100,000 shares of the Company’s common stock at an exercise price of $1.96. On August 1, 2020, in connection with her appointment to the Board of Directors, the Company granted Lydia M. Evans, M.D. an option to purchase up to 20,000 shares of the Company’s common stock at an exercise price of $3.17 per share. 10,000 of the options vested immediately with the balance vesting on August 3, 2021. In consideration of entering into a Right of First Refusal and Corporate Opportunities Agreement (the “ROFR Agreement”) dated July 1, 2020, the Company granted StemCell Systems GmbH (“SCS”), an option to purchase 999,999 shares of the Company’s common stock. The option grant vests as follows: (i) 99,999 on July 29, 2020, (ii) 900,000 in 36 equal monthly installments beginning on August 31, 2020. Concurrent with the option grant, SCS assigned and transferred its rights in the options to Jörg The fair value of the options was estimated at the date of grant using the Black-Scholes option pricing model. Assumptions regarding volatility, expected term, dividend yield and risk-free interest rate are required under the Black-Scholes model. The volatility assumption is based on the Company’s historical experience. The risk-free interest rate is based on a U.S. Treasury note with maturity similar to the option award’s expected life. The expected life represents the average period of time that options granted are expected to be outstanding. The assumptions for volatility, expected life, dividend yield and risk-free interest rate for the options granted are as follows: Nine Months Ended September 30, 2020 Risk-free interest rate 0.21% - 1.67% Expected life in years 3.25 - 6.00 Expected Volatility 103.56% - 110.71% Expected dividend yield 0% The share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, is expensed ratably over the respective vesting periods. During the three and nine months ended September 30, 2020, the Company recognized $1,463,969 and $3,172,000, respectively, in stock-based compensation expense. Compensation costs for consultant option grants are recognized in the same period and in the same manner as if the Company had paid cash for the services. The Company recognized a prepaid expense in the amount of $260,997 for the 99,999 vested options granted to SCS for entering into the ROFR Agreement. During the three and nine months ended September 30, 2019, the Company recognized $832 and $191,275 respectively, in stock-based compensation. As of September 30, 2020, the Company’s unrecognized compensation cost related to unvested stock options was $5,416,522 to be amortized through 2023. Stock-based compensation has been included in the consolidated statement of operations as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Research and development $ 631,876 $ 832 $ 1,087,047 $ 191,275 General and administrative 832,093 - 2,084,953 - Total $ 1,463,969 $ 832 $ 3,172,000 $ 191,275 The following table summarizes information about stock options outstanding and exercisable as of September 30, 2020: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Subject to Outstanding Options Weighted Average Contractual Life (years) Weighted Average Exercise Price Number of Shares Subject to Options Exercise Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 1.05 55,000 3.50 1.05 55,000 3.50 1.05 1.25 7,500 4.71 1.25 7,500 4.71 1.25 1.34 7,500 4.75 1.34 7,500 4.75 1.34 1.40 1,550,000 5.64 1.40 775,000 5.64 1.40 1.65 200,000 5.67 1.65 100,000 5.67 1.65 1.70 7,500 5.04 1.70 7,500 5.04 1.70 1.96 100,000 5.73 1.96 50,000 5.73 1.96 2.28 7,500 5.80 2.28 7,500 5.80 2.28 4.20 195,000 4.26 4.20 195,000 4.26 4.20 1.98 667,800 5.13 1.98 - - - 2.48 667,800 5.13 2.48 - - - 3.23 664,400 5.13 3.23 - - - 3.23 620,571 5.13 3.23 - - - 3.19 1,074,999 5.84 3.19 187,499 5.84 3.19 3.17 20,000 5.84 3.17 10,000 5.84 3.17 Total 5,845,570 5.38 $ 2.44 1,402,499 5.39 $ 2.07 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Note 6. Leases The Company determines if an arrangement is a lease, or contains a lease, at the inception of an arrangement. If the Company determines that the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, the Company uses the non-cancellable lease term plus options to extend that it is reasonably certain to exercise. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company’s leases generally do not provide an implicit rate. As such, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. The Company has elected not to separate lease and non-lease components for any class of underlying asset. In February 2020, the Company entered into a two-year lease for office premises located at 4 Becker Farm Road, Suite 105, Roseland, New Jersey. Monthly base rent in year one of the lease is $4,356; and $4,459 in year 2 of the lease. The term (and payment of the monthly rent) commences upon substantial completion of the landlord’s work, which was expected to occur on or before May 31, 2020. Due to the COVID-19 pandemic the lease term commenced on August 1, 2020. Supplemental lease information at September 30, 2020: Right-of-use asset $ 86,587 Short-term operating lease liability $ 44,458 Long-term operating lease liability $ 42,233 Remaining term (years) 1.9 Discount rate 7 % The Company does not have any finance leases. Supplemental cash flow information for the nine months ended September 30, 2020: Cash paid for amount included in the measurement of lease liabilities for operating lease $ 13,068 Right-of-use asset obtained in exchange for lease obligation $ 98,402 The Company leases office space under a non-cancellable operating lease expiring in 2022. Future lease payments included in the measurement of lease liabilities on the balance sheet at September 30, 2020 for future periods are as follows: Years ending December 31, 2020, 2020 (remaining) $ 8,712 2021 $ 52,787 2022 $ 31,213 Total future minimum lease payments $ 92,712 Less imputed interest $ 6,125 Total $ 86,587 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments and Contingencies The Company has engaged StemCell Systems GmbH (“StemCell Systems”) to provide it with prototypes and related documents related to the CellMist™ system and the SkinGun™ under various agreements. Pursuant to these engagements the Company incurred expenses of $125,655 and $400,612 during the three and nine months ended September 30, 2020 and, $100,000 and $223,175 during the three and nine months ended September 30, 2019, respectively. Dr. Gerlach, from whom the Company purchased the CellMist TM TM On June 3, 2019, the Company entered into a Charitable Gift Agreement with the University of Pittsburgh (“University”), pursuant to which the Company committed to provide a charitable donation to the University in the amount of $250,000 (the “Grant”). The Company paid the Grant in four installments with the first payment made in July 2019. During each of the three and nine months ended September 30, 2020 the Company made payments totaling $62,500 and $62,500, respectively. During the three and nine months ended September 30, 2019 the Company made payments totaling $0 and $62,500, respectively. As of September 30, 2020, the Company’s obligation under the Grant has been satisfied. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8. Related Party Transactions During the nine months ended September 30, 2020, Talia Jevan Properties, Inc. made payments totaling $10,811 to Stephen Yan-Klassen, former CFO, for his salary on behalf of the Company. Talia Jevan Properties, Inc. is a related party of Harmel Rayat, former Chairman of the Board. The total compensation Talia Jevan Properties, Inc. made to Stephen Yan-Klassen during the three and nine months ended September 30, 2020 was $0 and $10,811, respectively. Subsequent to the period ended September 30, 2020 the $10,811 owed was paid to Talia Jevan Properties, Inc. On August 1, 2013, the Company entered into a consulting agreement, as amended on May 1, 2016, with Jatinder Bhogal, an individual owning in excess of 5% of the Company’s issued and outstanding shares of common stock, to provide consulting services to the Company through his wholly owned company, Vector Asset Management, Inc. (“VAM”). Pursuant to the consulting agreement VAM assisted the Company with identifying subject matter experts in the medical device and biotechnology industries and assisted the Company with its ongoing research, development and eventual commercialization of its Regeneration Technology. Pursuant to an amendment dated May 1, 2016, the VAM monthly consulting fee was increased from $5,000 to $6,800. On June 22, 2018, the Company and VAM entered into an Executive Consulting Agreement (“ECA”) pursuant to which Mr. Bhogal served as the Company’s Chief Operating Officer. The ECA supersedes the prior consulting agreement. Pursuant to the ECA, VAM will receive compensation of $120,000 per year. On July 1, 2020 the company amended the agreement and will pay VAM $4,000 monthly through December 31, 2020 and $2,000 per month thereafter until May 31, 2021 at which time the agreement will expire. During the three months ended September 30, 2020 and 2019, the Company recognized expenses of $12,000 and $30,000 and during the nine months ended September 30, 2020 and 2019 the Company recognized $72,000 and $90,000 respectively, in expenses and for consulting services provided by VAM. Jatinder Bhogal resigned as the Company’s COO effective June 30, 2020. Kalen Capital Corp (“KCC”) is wholly owned by Mr. Harmel Rayat, the former Chairman of the Board. On April 1, 2020 KCC provided a short-term advance of $50,000 to the Company. The short-term advance was repaid by the Company to KCC in July 2020. The Company paid KCC $65,156 for reimbursable expenses in October 2020. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events Management has reviewed for material events subsequent of the period ended September 30, 2020, and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. |
Basis of Presentation, Organi_2
Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements and related disclosures of RenovaCare, Inc. and Subsidiary (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on May 14, 2020. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the interim periods. All such adjustments are of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the year ended December 31, 2020. |
Organization | Organization RenovaCare, Inc. was incorporated on July 14, 1983 in the State of Utah under the name Far West Gold, Inc., and changed its domicile to Nevada in 1997. On January 7, 2014, the Company changed its name at the time from “Janus Resources, Inc.” to “RenovaCare, Inc.” so as to more fully reflect its current operations and business, and changed its trading symbol from “JANI” to “RCAR” effective as of January 9, 2014. RenovaCare has an authorized capital of 500,000,000 shares of $0.00001 par value common stock, of which 87,352,364 shares are outstanding as of September 30, 2020, and 10,000,000 shares of $0.0001 par value preferred stock, of which none are outstanding. |
Overview of Operations | Overview of Operations The Company focuses on the research, development and commercialization of autologous (using a patient's own cells) cellular therapies that can be used for medical and aesthetic applications. On July 12, 2013, the Company, through its wholly owned subsidiary, RenovaCare Sciences Corp., completed the acquisition of its flagship technologies (collectively, the “ CellMist TM SkinGun TM The CellMist TM CellMist TM SkinGun TM Improvements in the design and efficiency of the CellMist™ System including a closed, self-contained, semi-automated sterile cell isolation device and the SkinGun™ spray device are in development with StemCell Systems (Berlin, Germany), the Company’s R&D innovation partner. The Company is adapting its core technologies for possible use in other clinical indications. The Company is also developing the cell isolation and spray gun devices as stand-alone 510 (k)-cleared products for isolation of cells from other tissues and spraying other solutions of medical importance. The Company does not have any commercialized products. The Company's activities have consisted principally of performing research and development activities and raising capital to support such activities. The Company has enlisted the assistance of several Contract Manufacturing Organizations (CMO) to manufacture clinical supplies including components of the CellMist System™ and the electronic SkinGun™ spray devices in compliance with FDA’s guidance for current Good Manufacturing Practices (cGMP) and Contract Research Organizations (CRO) to conduct clinical trials to evaluate the safety and feasibility of an autologous skin cell therapy using the Company’s products to facilitate burn wound healing. These development activities are subject to significant risks and uncertainties, including possible failure of preclinical and clinical testing. The Company has not generated any revenue and has sustained recurring losses and negative cash flows from operations since inception. The Company expects to incur losses as it continues development of its products and technologies and expects that it will need to raise additional capital through partnerships or the sale of its securities to accomplish its business plan. Failing to secure such additional funding before achieving sustainable revenue and profit from operations poses a significant risk. The Company's ability to fund the development of its cellular therapies depends on the amount and timing of cash receipts from future financing activities. There can be no assurance as to the availability or terms upon which such financing and capital might be available. Additionally, there is significant uncertainty relating to the full impact of the COVID-19 pandemic on the Company’s operations and capital requirements. Should financing when needed be unavailable or prohibitively expensive or the COVID-19 pandemic continue, it may adversely affect the Company’s ability to (i) retain employees and consultants; (ii) obtain additional financing on terms acceptable to the Company, if at all; (iii) delay regulatory submissions and approvals; (iv) delay, limit or preclude the Company from securing clinical study sites; (v) delay, limit or preclude the Company from achieving technology or product development goals, milestones, or objectives; and (vi) preclude or delay entry into joint venture or partnership arrangements. The occurrence of any one or more of such events may affect the Company’s ability to continue on its pathway to commercialization of its technology or products. |
Liquidity | Liquidity As of September 30, 2020, the Company had $8,671,295 of cash on hand and cash equivalents, and working capital of $8,182,984. As a result, the Company believes it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Quarterly Report on Form 10-Q. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for substantial additional capital investment. The Company expects that it may need to raise additional capital to accomplish its business plan over the next several years. There can be no assurance as to the availability or terms upon which such financing and capital might be available. See “Overview of Operations” above. |
New Accounting Standards | New Accounting Standards Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative non-governmental U.S. GAAP as found in the Financial Accounting Standards Board's Accounting Standards Codification. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for the Company beginning in fiscal 2021. The Company is currently assessing the impact that this pronouncement will have on its consolidated financial statements. The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion other than as discussed above. The Company believes that none of the new standards will have a significant impact on the financial statements. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company presents both basic and diluted earnings per share ("EPS") amounts. Basic EPS is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period presented. Diluted EPS amounts are based upon the weighted average number of common and common equivalent shares outstanding during the period presented. The Company has not included the effects of warrants or stock on net loss per share because to do so would be antidilutive. Following is the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (2,817,964 ) $ (1,116,050 ) $ (7,004,310 ) $ (2,182,820 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,243,352 87,352,364 87,198,132 Basic and diluted EPS $ (0.03 ) $ (0.01 ) (0.08 ) $ (0.03 ) The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Stock options 5,883,070 317,500 5,883,070 317,500 Warrants 12,296,912 13,106,912 12,296,912 13,106,912 Total shares not included in the computation of diluted losses per share 18,179,982 13,242,412 18,179,982 13,424,412 |
Basis of Presentation, Organi_3
Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of computation of basic and diluted net loss per share | Following is the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (2,817,964 ) $ (1,116,050 ) $ (7,004,310 ) $ (2,182,820 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,243,352 87,352,364 87,198,132 Basic and diluted EPS $ (0.03 ) $ (0.01 ) (0.08 ) $ (0.03 ) The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: Stock options 5,883,070 317,500 5,883,070 317,500 Warrants 12,296,912 13,106,912 12,296,912 13,106,912 Total shares not included in the computation of diluted losses per share 18,179,982 13,242,412 18,179,982 13,424,412 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Other Current Assets | Other current assets consist of the following: September 30, December 31, 2020 2019 Prepaid insurance $ 108,360 $ - Prepaid stock options for services 86,999 - Prepaid professional fees 65,000 102,500 Other prepaid costs 13,247 - Total prepaid expenses $ 273,606 $ 102,500 |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Summary of warrants outstanding | The following table summarizes information about warrants outstanding at September 30, 2020 and December 31, 2019: Shares of Common Stock Issuable from Warrants Outstanding as of Weighted September 30, December 31, Average Description 2020 2019 Exercise Price Expiration Series D - 810,000 $ 1.10 June 5, 2020 Series E 584,416 584,416 $ 1.54 September 8, 2021 Series F 7,246 7,246 $ 3.45 February 23, 2022 & March 9, 2022 Series G 460,250 460,250 $ 2.68 July 21, 2022 Series H 910,000 910,000 $ 2.75 October 16, 2022 Series I 10,335,000 10,335,000 $ 2.00 November 26, 2025 Total 12,296,912 13,106,912 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock option activity | The following table summarizes stock option activity for the period ended September 30, 2020: Number of Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value ($) Outstanding at December 31, 2019 2,317,500 2.68 5.68 $ 1,460,507 Grants 3,565,570 2.30 - - Forfeited (37,500 ) 4.20 - - Outstanding at September 30, 2020 5,845,570 2.46 5.38 $ 7,200,064 Vested and Exercisable at September 30, 2020 1,402,499 2.07 5.39 2,322,524 Available for grant at September 30, 2020 13,912,695 |
Summary of assumption of stock option activity | The assumptions for volatility, expected life, dividend yield and risk-free interest rate for the options granted are as follows: Nine Months Ended September 30, 2020 Risk-free interest rate 0.21% - 1.67% Expected life in years 3.25 - 6.00 Expected Volatility 103.56% - 110.71% Expected dividend yield 0% |
Summary of consolidated statement of operations | As of September 30, 2020, the Company’s unrecognized compensation cost related to unvested stock options was $5,416,522 to be amortized through 2023. Stock-based compensation has been included in the consolidated statement of operations as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Research and development $ 631,876 $ 832 $ 1,087,047 $ 191,275 General and administrative 832,093 - 2,084,953 - Total $ 1,463,969 $ 832 $ 3,172,000 $ 191,275 |
Summary of stock options outstanding and exercisable | The following table summarizes information about stock options outstanding and exercisable as of September 30, 2020: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Subject to Outstanding Options Weighted Average Contractual Life (years) Weighted Average Exercise Price Number of Shares Subject to Options Exercise Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 1.05 55,000 3.50 1.05 55,000 3.50 1.05 1.25 7,500 4.71 1.25 7,500 4.71 1.25 1.34 7,500 4.75 1.34 7,500 4.75 1.34 1.40 1,550,000 5.64 1.40 775,000 5.64 1.40 1.65 200,000 5.67 1.65 100,000 5.67 1.65 1.70 7,500 5.04 1.70 7,500 5.04 1.70 1.96 100,000 5.73 1.96 50,000 5.73 1.96 2.28 7,500 5.80 2.28 7,500 5.80 2.28 4.20 195,000 4.26 4.20 195,000 4.26 4.20 1.98 667,800 5.13 1.98 - - - 2.48 667,800 5.13 2.48 - - - 3.23 664,400 5.13 3.23 - - - 3.23 620,571 5.13 3.23 - - - 3.19 1,074,999 5.84 3.19 187,499 5.84 3.19 3.17 20,000 5.84 3.17 10,000 5.84 3.17 Total 5,845,570 5.38 $ 2.44 1,402,499 5.39 $ 2.07 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of supplemental lease information | Supplemental lease information at September 30, 2020: Right-of-use asset $ 86,587 Short-term operating lease liability $ 44,458 Long-term operating lease liability $ 42,233 Remaining term (years) 1.9 Discount rate 7 % Supplemental cash flow information for the nine months ended September 30, 2020: Cash paid for amount included in the measurement of lease liabilities for operating lease $ 13,068 Right-of-use asset obtained in exchange for lease obligation $ 98,402 |
Schedule of future lease payments | Future lease payments included in the measurement of lease liabilities on the balance sheet at September 30, 2020 for future periods are as follows: Years ending December 31, 2020, 2020 (remaining) $ 8,712 2021 $ 52,787 2022 $ 31,213 Total future minimum lease payments $ 92,712 Less imputed interest $ 6,125 Total $ 86,587 |
Basis of Presentation, Organi_4
Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||||||
Loss available to common stockholders' | $ (2,817,964) | $ (3,011,593) | $ (1,174,753) | $ (1,116,050) | $ (519,266) | $ (547,504) | $ (7,004,310) | $ (2,182,820) |
Denominator: | ||||||||
Weighted average number of common shares outstanding | 87,352,364 | 87,243,352 | 87,352,364 | 87,198,132 | ||||
Basic and diluted EPS | $ (0.03) | $ (0.01) | $ (0.08) | $ (0.03) | ||||
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: | ||||||||
Total shares not included in the computation of diluted losses per share | 18,179,982 | 13,242,412 | 18,179,982 | 13,424,412 | ||||
Stock options [Member] | ||||||||
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: | ||||||||
Total shares not included in the computation of diluted losses per share | 5,883,070 | 317,500 | 5,883,070 | 317,500 | ||||
Warrants [Member] | ||||||||
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: | ||||||||
Total shares not included in the computation of diluted losses per share | 12,296,912 | 13,106,912 | 12,296,912 | 13,106,912 |
Basis of Presentation, Organi_5
Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, Authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||
Common stock, Authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares Issued | 87,352,364 | 87,352,364 | ||
Common stock, shares outstanding | 87,352,364 | 87,352,364 | ||
Cash | $ 8,671,295 | $ 12,185,248 | $ 13,374,382 | $ 15,397,524 |
Working capital | $ 8,182,984 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Notes to Financial Statements | ||
Prepaid insurance | $ 108,360 | $ 0 |
Prepaid stock options for services | 86,999 | 0 |
Prepaid professional fees | 65,000 | 102,500 |
Other prepaid costs | 13,247 | 0 |
Total prepaid expenses | $ 273,606 | $ 102,500 |
Assets - Intellectual Property
Assets - Intellectual Property (Details Narrative) - USD ($) | 1 Months Ended | ||
Jul. 31, 2013 | Sep. 30, 2020 | Dec. 31, 2019 | |
Intangible Assets | $ 152,854 | $ 152,854 | |
Asset purchase agreement [Member] | Dr. Gerlach [Member] | |||
Acquisition related costs | $ 52,852 | ||
Closing cash payment | $ 100,002 |
Common Stock and Warrants (Deta
Common Stock and Warrants (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Series D [Member] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 0 | 810,000 |
Weighted Average Exercise Price | $ 1.1 | $ 1.1 |
Expiration | Jun. 5, 2020 | |
Series E [Member] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 584,416 | 584,416 |
Weighted Average Exercise Price | $ 1.54 | $ 1.54 |
Expiration | Sep. 8, 2021 | |
Series F [Member] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 7,246 | 7,246 |
Weighted Average Exercise Price | $ 3.45 | $ 3.45 |
Series F [Member] | Minimum [Member] | ||
Expiration | Feb. 23, 2022 | |
Series F [Member] | Maximum [Member] | ||
Expiration | Mar. 9, 2022 | |
Series G [Member] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 460,250 | 460,250 |
Weighted Average Exercise Price | $ 2.68 | $ 2.68 |
Expiration | Jul. 21, 2022 | |
Series H [Member] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 910,000 | 910,000 |
Weighted Average Exercise Price | $ 2.75 | $ 2.75 |
Expiration | Oct. 16, 2022 | |
Series I [Member] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 10,335,000 | 10,335,000 |
Weighted Average Exercise Price | $ 2 | $ 2 |
Expiration | Nov. 26, 2025 | |
Warrants [Member] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 12,296,912 | 13,106,912 |
Common Stock and Warrants (De_2
Common Stock and Warrants (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Common stock, Authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares outstanding | 87,352,364 | 87,352,364 |
Number of shares available for grant under incentive plan | 20,000,000 | |
Number of options granted | 13,912,695 | |
Employees and Consultants [Member] | ||
Number of options granted | 3,565,570 |
Stock Options (Details)
Stock Options (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Number of Options | ||
Options outstanding - beginning balance | 2,317,500 | |
Options granted | 3,565,570 | |
Options forfeited | (37,500) | |
Options oustanding - ending balance | 5,845,570 | 2,317,500 |
Vested and Exercisable | 1,402,499 | |
Options available for grant | 13,912,695 | |
Weighted average exercise price | ||
Options outstanding - beginning balance | $ 2.68 | |
Options granted | 2.3 | |
Options forfeited | 4.2 | |
Options outstanding - ending balance | 2.46 | $ 2.68 |
Vested and Exercisable | $ 2.07 | |
Weighted average remaining contracted term | ||
Options outstanding | 5 years 4 months 17 days | 5 years 8 months 5 days |
Vested and Exercisable | 5 years 4 months 20 days | |
Aggregate intrinsic value | ||
Options outstanding - beginning balance | $ 1,460,507 | |
Options oustanding - ending balance | 7,200,064 | $ 1,460,507 |
Vested and Exercisable | $ 2,322,524 |
Stock Options (Details 1)
Stock Options (Details 1) | 9 Months Ended |
Sep. 30, 2020 | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Risk-free interest rate | 0.21% |
Expected life in years | 3 years 2 months 30 days |
Expected Volatility | 103.56% |
Maximum [Member] | |
Risk-free interest rate | 1.67% |
Expected life in years | 6 years |
Expected Volatility | 110.71% |
Stock Options (Details 2)
Stock Options (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total | $ 1,463,969 | $ 832 | $ 3,172,000 | $ 191,275 |
Stock Option [Member] | Research and development[Member] | ||||
Total | 631,876 | 832 | 1,087,047 | 191,275 |
Stock Option [Member] | General and administrative [Member] | ||||
Total | $ 832,093 | $ 2,084,953 |
Stock Options (Details 3)
Stock Options (Details 3) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number of Shares Subject to Outstanding Options | shares | 5,845,570 |
Weighted Average Contractual Life (years) | 5 years 4 months 17 days |
Weighted Average Exercise Price | $ 2.44 |
Number of Shares Subject To Options Exercise | shares | 1,402,499 |
Weighted Average Remaining Contractual Life (Years) | 5 years 4 months 20 days |
Weighted Average Exercise Price | $ 2.07 |
Exercise Price Range One [Member] | |
Range of Exercise Prices | $ 1.05 |
Number of Shares Subject to Outstanding Options | shares | 55,000 |
Weighted Average Contractual Life (years) | 3 years 6 months |
Weighted Average Exercise Price | $ 1.05 |
Number of Shares Subject To Options Exercise | shares | 55,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 6 months |
Weighted Average Exercise Price | $ 1.05 |
Exercise Price Range Two [Member] | |
Range of Exercise Prices | $ 1.25 |
Number of Shares Subject to Outstanding Options | shares | 7,500 |
Weighted Average Contractual Life (years) | 4 years 8 months 16 days |
Weighted Average Exercise Price | $ 1.25 |
Number of Shares Subject To Options Exercise | shares | 7,500 |
Weighted Average Remaining Contractual Life (Years) | 4 years 8 months 16 days |
Weighted Average Exercise Price | $ 1.25 |
Exercise Price Range Three [Member] | |
Range of Exercise Prices | $ 1.34 |
Number of Shares Subject to Outstanding Options | shares | 7,500 |
Weighted Average Contractual Life (years) | 4 years 9 months |
Weighted Average Exercise Price | $ 1.34 |
Number of Shares Subject To Options Exercise | shares | 7,500 |
Weighted Average Remaining Contractual Life (Years) | 4 years 9 months |
Weighted Average Exercise Price | $ 1.34 |
Exercise Price Range Four [Member] | |
Range of Exercise Prices | $ 1.4 |
Number of Shares Subject to Outstanding Options | shares | 1,550,000 |
Weighted Average Contractual Life (years) | 5 years 7 months 21 days |
Weighted Average Exercise Price | $ 1.4 |
Number of Shares Subject To Options Exercise | shares | 775,000 |
Weighted Average Remaining Contractual Life (Years) | 5 years 7 months 21 days |
Weighted Average Exercise Price | $ 1.4 |
Exercise Price Range Five [Member] | |
Range of Exercise Prices | $ 1.65 |
Number of Shares Subject to Outstanding Options | shares | 200,000 |
Weighted Average Contractual Life (years) | 5 years 8 months 2 days |
Weighted Average Exercise Price | $ 1.65 |
Number of Shares Subject To Options Exercise | shares | 100,000 |
Weighted Average Remaining Contractual Life (Years) | 5 years 8 months 2 days |
Weighted Average Exercise Price | $ 1.65 |
Exercise Price Range Six [Member] | |
Range of Exercise Prices | $ 1.7 |
Number of Shares Subject to Outstanding Options | shares | 7,500 |
Weighted Average Contractual Life (years) | 5 years 15 days |
Weighted Average Exercise Price | $ 1.7 |
Number of Shares Subject To Options Exercise | shares | 7,500 |
Weighted Average Remaining Contractual Life (Years) | 5 years 15 days |
Weighted Average Exercise Price | $ 1.7 |
Exercise Price Range Seven [Member] | |
Range of Exercise Prices | $ 1.96 |
Number of Shares Subject to Outstanding Options | shares | 100,000 |
Weighted Average Contractual Life (years) | 5 years 8 months 23 days |
Weighted Average Exercise Price | $ 1.96 |
Number of Shares Subject To Options Exercise | shares | 50,000 |
Weighted Average Remaining Contractual Life (Years) | 5 years 8 months 23 days |
Weighted Average Exercise Price | $ 1.96 |
Exercise Price Range Eight [Member] | |
Range of Exercise Prices | $ 2.28 |
Number of Shares Subject to Outstanding Options | shares | 7,500 |
Weighted Average Contractual Life (years) | 5 years 9 months 18 days |
Weighted Average Exercise Price | $ 2.28 |
Number of Shares Subject To Options Exercise | shares | 7,500 |
Weighted Average Remaining Contractual Life (Years) | 5 years 9 months 18 days |
Weighted Average Exercise Price | $ 2.28 |
Exercise Price Range Nine [Member] | |
Range of Exercise Prices | $ 4.2 |
Number of Shares Subject to Outstanding Options | shares | 195,000 |
Weighted Average Contractual Life (years) | 4 years 3 months 4 days |
Weighted Average Exercise Price | $ 4.2 |
Number of Shares Subject To Options Exercise | shares | 195,000 |
Weighted Average Remaining Contractual Life (Years) | 4 years 3 months 4 days |
Weighted Average Exercise Price | $ 4.2 |
Exercise Price Range Ten [Member] | |
Range of Exercise Prices | $ 1.98 |
Number of Shares Subject to Outstanding Options | shares | 667,800 |
Weighted Average Contractual Life (years) | 5 years 1 month 16 days |
Weighted Average Exercise Price | $ 1.98 |
Number of Shares Subject To Options Exercise | shares | |
Weighted Average Exercise Price | |
Exercise Price Range Eleven [Member] | |
Range of Exercise Prices | $ 2.48 |
Number of Shares Subject to Outstanding Options | shares | 667,800 |
Weighted Average Contractual Life (years) | 5 years 1 month 16 days |
Weighted Average Exercise Price | $ 2.48 |
Number of Shares Subject To Options Exercise | shares | |
Weighted Average Exercise Price | |
Exercise Price Range Twelve [Member] | |
Range of Exercise Prices | $ 3.23 |
Number of Shares Subject to Outstanding Options | shares | 664,400 |
Weighted Average Contractual Life (years) | 5 years 1 month 16 days |
Weighted Average Exercise Price | $ 3.23 |
Number of Shares Subject To Options Exercise | shares | |
Weighted Average Exercise Price | |
Exercise Price Range Thirteen [Member] | |
Range of Exercise Prices | $ 3.23 |
Number of Shares Subject to Outstanding Options | shares | 620,571 |
Weighted Average Contractual Life (years) | 5 years 1 month 16 days |
Weighted Average Exercise Price | $ 3.23 |
Number of Shares Subject To Options Exercise | shares | |
Weighted Average Exercise Price | |
Exercise Price Range Fourteen [Member] | |
Range of Exercise Prices | $ 3.19 |
Number of Shares Subject to Outstanding Options | shares | 1,074,999 |
Weighted Average Contractual Life (years) | 5 years 10 months 3 days |
Weighted Average Exercise Price | $ 3.19 |
Number of Shares Subject To Options Exercise | shares | 187,499 |
Weighted Average Remaining Contractual Life (Years) | 5 years 10 months 3 days |
Weighted Average Exercise Price | $ 3.19 |
Exercise Price Range Fifteen [Member] | |
Range of Exercise Prices | $ 3.17 |
Number of Shares Subject to Outstanding Options | shares | 20,000 |
Weighted Average Contractual Life (years) | 5 years 10 months 3 days |
Weighted Average Exercise Price | $ 3.17 |
Number of Shares Subject To Options Exercise | shares | 10,000 |
Weighted Average Remaining Contractual Life (Years) | 5 years 10 months 3 days |
Weighted Average Exercise Price | $ 3.17 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Aug. 02, 2020 | Jul. 02, 2020 | Jun. 22, 2020 | May 22, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Stock based compensation expense | $ 1,463,969 | $ 832 | $ 3,172,100 | $ 191,275 | |||||
Prepaid expenses | 273,606 | 273,606 | $ 102,500 | ||||||
Unrecognized compensation cost | 5,416,522 | $ 5,416,522 | |||||||
Number of options granted | 13,912,695 | ||||||||
Exercise price | $ 2.3 | ||||||||
Alan L. Rubino [Member] | |||||||||
Number of options granted | 620,571 | ||||||||
Exercise price | $ 3.23 | ||||||||
Two Consultants and Board Member [Member] | |||||||||
Number of options granted | 1,550,000 | ||||||||
Exercise price | $ 1.40 | ||||||||
Robin Robinson [Member] | |||||||||
Number of options granted | 200,000 | ||||||||
Exercise price | $ 1.65 | ||||||||
Robert Cook [Member] | |||||||||
Number of options granted | 100,000 | ||||||||
Exercise price | $ 1.96 | ||||||||
Lydia M. Evans [Member] | |||||||||
Number of options granted | 20,000 | ||||||||
Exercise price | $ 3.17 | ||||||||
Options vested | 10,000 | ||||||||
StemCell Systems GmbH [Member] | |||||||||
Number of options granted | 999,999 | ||||||||
Options vested, description | The option grant vests as follows: (i) 99,999 on July 29, 2020, (ii) 900,000 in equal 36 monthly installments beginning on August 31, 2020 | ||||||||
StemCell Systems GmbH [Member] | |||||||||
Prepaid expenses | $ 260,997 | $ 260,997 |
Leases (Details)
Leases (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Right-of-use asset | $ 86,587 | $ 0 |
Short-term operating lease liability | 44,458 | 0 |
Long-term operating lease liability | $ 42,233 | $ 0 |
Remaining term (years) | 1 year 10 months 25 days | |
Discount rate | 7.00% | |
Cash paid for amount included in the measurement of lease liabilities for operating lease | $ 13,068 | |
Right-of-use asset obtained in exchange for lease obligation | $ 98,402 |
Leases (Details 1)
Leases (Details 1) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 (remaining) | $ 8,712 | |
2021 | 52,787 | |
2022 | 31,213 | |
Total future minimum lease payments | 92,712 | |
Less imputed interest | (6,125) | |
Total | $ 86,587 | $ 0 |
Leases (Details Narrative)
Leases (Details Narrative) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Leases [Abstract] | |
Lease term | 2 years |
Base rent for First year | $ 4,356 |
Base rent for Second year | $ 4,459 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Jun. 03, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Company agreement expense | $ 125,655 | $ 100,000 | $ 400,612 | $ 223,175 | |
Charitable Gift Agreement [Member] | University of Pittsburgh | |||||
Donation | $ 250,000 | ||||
Payment of donations | $ 62,500 | $ 0 | $ 62,500 | $ 62,500 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2020 | Jun. 22, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Apr. 02, 2020 | |
Vector Asset Management, Inc [Member] | |||||||
Compensation expense | $ 120,000 | ||||||
Payment of compensation, description | On July 1, 2020 the company amended the agreement and will pay VAM $4,000 monthly through December 31, 2020 and $2,000 per month thereafter until May 31, 2021 at which time the agreement will expire | ||||||
Consulting services, expense | $ 12,000 | $ 30,000 | $ 72,000 | $ 90,000 | |||
Stephen Yan-Klesson | |||||||
Related Party expenses | 10,811 | ||||||
Compensation expense | $ 0 | $ 10,811 | |||||
Kalen Capital Corp [Member] | |||||||
Short-term advance | $ 50,000 | ||||||
Kalen Capital Corp [Member] | Subsequent Event [Member] | |||||||
Payment to related party | $ 65,156 |