Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 06, 2021 | |
Document And Entity Information | ||
Entity Registrant Name | RenovaCare, Inc. | |
Entity Central Index Key | 0001016708 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
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 Common Stock, Shares Outstanding | 87,352,364 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Shell Company | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 5,607,845 | $ 7,412,969 |
Prepaid expenses | 462,171 | 566,275 |
Total current assets | 6,070,016 | 7,979,244 |
Equipment, net of accumulated depreciation of $5,908 and $3,584, respectively | 36,315 | 38,640 |
Intangible assets | 152,854 | 152,854 |
Security deposit | 7,995 | 7,995 |
Right of use asset | 65,603 | 79,462 |
Other assets | 115,997 | 137,749 |
Total assets | 6,448,780 | 8,395,944 |
Current liabilities | ||
Accounts payable and accrued liabilities | 716,237 | 1,237,437 |
Lease liability - current | 49,943 | 51,125 |
Total current liabilities | 766,180 | 1,288,562 |
Lease Liability - long term | 17,579 | 28,607 |
Total liabilities | 783,759 | 1,317,169 |
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 March 31, 2021 and December 31, 2020 | 874 | 874 |
Additional paid-in capital | 35,949,570 | 36,846,082 |
Retained deficit | (30,285,423) | (29,768,181) |
Total stockholders' equity | 5,665,021 | 7,078,775 |
Total liabilities and stockholders' equity | $ 6,448,780 | $ 8,395,944 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 5,908 | $ 3,584 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating expenses | ||
Research and development | 1,054,293 | 192,773 |
General and administrative | (537,044) | 1,035,566 |
Total operating expenses, net | 517,249 | 1,228,339 |
Loss from operations | (517,249) | (1,228,339) |
Other income | ||
Interest income | 7 | 53,586 |
Total other income | 7 | 53,586 |
Net loss | $ (517,242) | $ (1,174,753) |
Basic and Diluted Loss per Common Share | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding - basic and diluted | 87,352,364 | 87,352,364 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2019 | 87,352,364 | |||
Beginning Balance, Amount at Dec. 31, 2019 | $ 874 | $ 32,378,833 | $ (20,219,845) | $ 12,159,862 |
Stock based compensation due to common stock purchase options | 465,763 | 465,763 | ||
Net loss | (1,174,753) | (1,174,753) | ||
Ending Balance, Shares at Mar. 31, 2020 | 87,352,364 | |||
Ending Balance, Amount at Mar. 31, 2020 | $ 874 | 32,844,596 | (21,394,598) | 11,450,872 |
Beginning Balance, Shares at Dec. 31, 2020 | 87,352,364 | |||
Beginning Balance, Amount at Dec. 31, 2020 | $ 874 | 36,846,082 | (29,768,181) | 7,078,775 |
Stock based compensation due to common stock purchase options | 352,063 | 352,063 | ||
Reversal of stock based compensation due to common stock purchase option cancellations | (1,248,575) | (1,248,575) | ||
Net loss | (517,242) | (517,242) | ||
Ending Balance, Shares at Mar. 31, 2021 | 87,352,364 | |||
Ending Balance, Amount at Mar. 31, 2021 | $ 874 | $ 35,949,570 | $ (30,285,423) | $ 5,665,021 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows used in operating activities | ||
Net loss | $ (517,242) | $ (1,174,753) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation expense | 2,324 | 0 |
Stock based compensation expense | (874,760) | 465,763 |
Amortization of right of use asset | 13,859 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses and other assets | 104,104 | (216,720) |
Increase (decrease) in accounts payable | (521,199) | 125,272 |
Increase (decrease) in accounts payable - related parties | 0 | 5,287 |
Increase (decrease) in lease liability | (12,210) | 0 |
Net cash flows used in operating activities | (1,805,124) | (795,151) |
Cash flows from investing activity | ||
Decrease (increase) in security deposit | 0 | (7,995) |
Net cash flows from investing activity | 0 | (7,995) |
Decrease in cash | (1,805,124) | (803,146) |
Cash at beginning of period | 7,412,969 | 12,185,248 |
Cash at end of period | 5,607,845 | 11,382,102 |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | 0 | 0 |
Income taxes paid in cash | $ 0 | $ 0 |
Basis of Presentation, Organiza
Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
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, Overview of Operations, Liquidity, Recent Accounting Standards and Earnings (Loss) Per Share Basis of Presentation The accompanying unaudited interim consolidated financial statements of RenovaCare, Inc. and Subsidiary (the “ Company SEC U.S. GAAP The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position as of March 31, 2021, results of operations, stockholders’ equity and cash flows for the three months ended March 31, 2021 and 2020. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. 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 to “RCAR” effective as of January 9, 2014. The Company 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 March 31, 2021, and 10,000,000 shares of $0.0001 par value preferred stock, of which none are outstanding. Overview of Operations RenovaCare, Inc., through its wholly owned subsidiary, RenovaCare Sciences Corp. is a development-stage company focusing 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 completed the acquisition of its flagship technologies (collectively, the “ CellMist TM The CellMist™ System is a cell isolation procedure that enzymatically renders stem cells from the patient’s own skin or other tissues. The resulting stem cell suspension is administered topically with our SkinGun™ spray device as a cell therapy onto wounds including burns to facilitate healing. In August 2019, the Company was awarded a continuation of a patent allowing the Company’s novel solution sprayer device (the “ SkinGun TM encompassing improvements to the SkinGun™, expanding its potential application beyond the surgical setting into the field, and allowing the use of liquid suspension solutions to include drugs, hormones, and other useful agents. Improvements in the design and efficiency of the CellMist™ System including a closed, automated 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 test and validate the Company’s products and processes and to conduct clinical trials that evaluate initially 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 March 31, 2021, the Company had $5,607,845 of cash on hand and cash equivalents, and working capital of $5,303,836. 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. 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 the operation of clinical study sites and testing laboratories; (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. Recent Accounting Standards Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative non-governmental US GAAP as found in the Financial Accounting Standards Board's Accounting Standards Codification. 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, stock options and convertible debt 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 months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (517,242 ) $ (1,174,753 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,352,364 Basic and diluted EPS $ (0.01 ) $ (0.01 ) 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 3,164,999 2,938,071 Warrants 12,296,912 13,106,912 Total shares not included in the computation of diluted losses per share 15,461,911 16,044,983 |
Assets - Intellectual Property
Assets - Intellectual Property | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Assets - Intellectual Property | Note 2. 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 |
Prepaid Expenses
Prepaid Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Prepaid Expenses | Note 3. Prepaid Expenses Prepaid expenses consist of the following: March 31, December 31, 2021 2020 Prepaid insurance $ - $ 54,180 Prepaid stock options for services 87,001 86,999 Prepaid professional fees 65,000 65,000 Prepaid research and development expense 289,746 289,746 Other prepaid costs 20,424 70,350 Total prepaid expenses $ 462,171 $ 566,275 |
Common Stock and Warrants
Common Stock and Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Common Stock and Warrants | Note 4. Common Stock and Warrants Common Stock At March 31, 2021, 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 16,593,266 shares reserved for future issuances under the Company’s 2013 Long-Term Incentive Plan (the “ 2013 Plan Board During the three months ended March 31, 2021 and 2020, the Company did not have any common stock transactions. Warrants The Company has issued warrants to purchase common stock at various exercise prices in connection with loan agreements and private placements. The following table summarizes information about warrants outstanding at March 31, 2021 and December 31, 2020: Shares of Common Stock Issuable Weighted March 31, December 31, Average Description 2021 2020 Exercise Price Expiration 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 12,296,912 |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options | Note 5. Stock Options On June 20, 2013, the Company’s Board adopted the 2013 Long-Term Incentive Plan and on November 15, 2013, a stockholder owning a majority of the Company’s issued and outstanding stock approved adoption to the 2013 Plan. Pursuant to the terms of the 2013 Plan, an aggregate of 20,000,000 shares of the Company’s common stock have been reserved for issuance to the Company’s officers, directors, employees and consultants in order to attract and hire key technical personnel and management. Options granted to employees under the 2013 Plan, including directors and officers who are employees, may be incentive stock options or non-qualified stock options; options granted to others under the 2013 Plan are limited to non-qualified stock options. As of March 31, 2021, there were 16,593,266 shares available for future grants. The 2013 Plan is administered by the Board or a committee designated by the Board. Subject to the provisions of the 2013 Plan, the Board has the authority to determine the officers, employees and consultants to whom options will be granted, the number of shares covered by each option, vesting rights and the terms and conditions of each option that is granted to them; however, no person may be granted options to purchase more than 2,000,000 shares in any one fiscal year under the 2013 Plan, and the aggregate fair market value (determined at the time the option is granted) of the shares with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year cannot exceed $100,000. Options granted pursuant to the 2013 Plan are exercisable no later than ten years after the date of grant. The exercise price per share of common stock for options granted under the 2013 Plan is the fair market value of the Company's common stock on the date of grant, using the closing price of the Company's common stock on the last trading day prior to the date of grant, except for incentive stock options granted to a holder of ten percent or more of the Company's common stock, for whom the exercise price per share will not be less than 110% of the fair market value. No option can be granted under the 2013 Plan after June 20, 2023. The following table summarizes stock option activity for the three months ended March 31, 2021: Number of Weighted Weighted Aggregate Outstanding at December 31, 2020 5,895,570 3.41 5.68 1,460,507 Forfeited (2,730,571 ) 2.75 Outstanding at March 31, 2021 3,164,999 2.18 5.22 2,350,775 Vested and exercisable at March 31, 2021 1,352,499 1.98 5.17 1,251,775 The valuation methodology used to determine the fair value of stock options is the Black-Scholes Model. The Black Scholes Model requires the use of a number of assumptions including volatility of the stock price, the risk-free interest rate, and the expected term of the stock options. The ranges of assumptions used in the Black-Scholes Model during the three months ended March 31, 2020 is set forth in the table below: Three Months Ended March 31, 2020 Risk-free interest rate 1.67 % Expected term in years 4.27 Weighted Avg. Expected Volatility 107.73 % Expected dividend yield 0 % The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the expected term. Estimated volatility is a measure of the amount by which the stock price is expected to fluctuate each year during the term of an award. Our calculation of estimated volatility is based on historical stock prices over a period equal to the term of the awards. The average expected life is based on the contractual terms of the stock option using the simplified method. We utilize a dividend yield of zero based on the fact that we have never paid cash dividends and have no current intention to pay cash dividends. Future stock-based compensation may significantly differ based on changes in the fair value of our Common Stock and our estimates of expected volatility and the other relevant assumptions. The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Statements of Operations for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Research and development $ 278,815 $ - General and administrative (1,153,575 ) 465,763 Total $ (874,760 ) $ 465,763 Three Months Ended March 31, 2021 During our first quarter 2021, certain individuals resigned from the Company resulting in the forfeiture and cancellation of 2,730,571 options. Compensation expense was recorded on these options prior to their full vesting. As a result, the Company recognized a $1,248,575 reversal of the prior recognized compensation expense related to the cancelled options. The expensed recognized for options still in their vesting period totaled $373,815 ($278,815 in R&D expense and $95,000 in G&A expense). |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
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. The Company does not have any finance leases. Supplemental lease information as of March 31, 2021: As of March 31, 2021 As of December 31, 2020 Operating lease right-of-use asset $ 65,603 $ 79,462 Current maturities of operating lease $ 49,943 $ 51,125 Non-current operating lease 17,579 28,607 Total operating lease liabilities $ 67,522 $ 79,732 Weighted Average remaining lease term (in years): 1.34 1.6 Discount rate: 7.0 % 7.0 % Supplemental cash flow information for the three months ended March 31, 2021: 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 March 31, 2021 for future periods are as follows: Years ending December 31, 2021, 2021 (Remaining) $ 39,720 2022 $ 31,213 Total future minimum lease payments $ 70,933 Less imputed interest $ 3,411 Total $ 67,522 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. Commitments In connection with the Company’s anticipated regulatory filings, the Company has engaged StemCell Systems GmbH (“ StemCell Systems Strategic Agreement ROFR Agreement |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8. Related Party Transactions During the three months ended March 31, 2020, Talia Jevan Properties, Inc. made payments totaling $5,287 to Stephen Yan-Klassen, former CFO who resigned in 2020, for his salary on behalf of the Company. Talia Jevan Properties, Inc. is a related party of Harmel S. Rayat, Chairman of the Board. 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. (“ VAMI ECA |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events Management has reviewed material events subsequent of the period ended March 31, 2021 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) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements of RenovaCare, Inc. and Subsidiary (the “ Company SEC U.S. GAAP The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position as of March 31, 2021, results of operations, stockholders’ equity and cash flows for the three months ended March 31, 2021 and 2020. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. |
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 to “RCAR” effective as of January 9, 2014. The Company 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 March 31, 2021, and 10,000,000 shares of $0.0001 par value preferred stock, of which none are outstanding. |
Overview of Operations | Overview of Operations RenovaCare, Inc., through its wholly owned subsidiary, RenovaCare Sciences Corp. is a development-stage company focusing 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 completed the acquisition of its flagship technologies (collectively, the “ CellMist TM The CellMist™ System is a cell isolation procedure that enzymatically renders stem cells from the patient’s own skin or other tissues. The resulting stem cell suspension is administered topically with our SkinGun™ spray device as a cell therapy onto wounds including burns to facilitate healing. In August 2019, the Company was awarded a continuation of a patent allowing the Company’s novel solution sprayer device (the “ SkinGun TM encompassing improvements to the SkinGun™, expanding its potential application beyond the surgical setting into the field, and allowing the use of liquid suspension solutions to include drugs, hormones, and other useful agents. Improvements in the design and efficiency of the CellMist™ System including a closed, automated 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 test and validate the Company’s products and processes and to conduct clinical trials that evaluate initially 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 March 31, 2021, the Company had $5,607,845 of cash on hand and cash equivalents, and working capital of $5,303,836. 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. 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 the operation of clinical study sites and testing laboratories; (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. |
Recent Accounting Standards | Recent Accounting Standards Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative non-governmental US GAAP as found in the Financial Accounting Standards Board's Accounting Standards Codification. 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, stock options and convertible debt 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 months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (517,242 ) $ (1,174,753 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,352,364 Basic and diluted EPS $ (0.01 ) $ (0.01 ) 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 3,164,999 2,938,071 Warrants 12,296,912 13,106,912 Total shares not included in the computation of diluted losses per share 15,461,911 16,044,983 |
Basis of Presentation, Organi_3
Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (517,242 ) $ (1,174,753 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,352,364 Basic and diluted EPS $ (0.01 ) $ (0.01 ) 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 3,164,999 2,938,071 Warrants 12,296,912 13,106,912 Total shares not included in the computation of diluted losses per share 15,461,911 16,044,983 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
Prepaid Expenses | Prepaid expenses consist of the following: March 31, December 31, 2021 2020 Prepaid insurance $ - $ 54,180 Prepaid stock options for services 87,001 86,999 Prepaid professional fees 65,000 65,000 Prepaid research and development expense 289,746 289,746 Other prepaid costs 20,424 70,350 Total prepaid expenses $ 462,171 $ 566,275 |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Summary of warrants outstanding | The following table summarizes information about warrants outstanding at March 31, 2021 and December 31, 2020: Shares of Common Stock Issuable Weighted March 31, December 31, Average Description 2021 2020 Exercise Price Expiration 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 12,296,912 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock option activity | The following table summarizes stock option activity for the three months ended March 31, 2021: Number of Weighted Weighted Aggregate Outstanding at December 31, 2020 5,895,570 3.41 5.68 1,460,507 Forfeited (2,730,571 ) 2.75 Outstanding at March 31, 2021 3,164,999 2.18 5.22 2,350,775 Vested and exercisable at March 31, 2021 1,352,499 1.98 5.17 1,251,775 |
Summary of assumption of stock option activity | The ranges of assumptions used in the Black-Scholes Model during the three months ended March 31, 2020 is set forth in the table below: Three Months Ended March 31, 2020 Risk-free interest rate 1.67 % Expected term in years 4.27 Weighted Avg. Expected Volatility 107.73 % Expected dividend yield 0 % |
Summary of consolidated statement of operations | The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Statements of Operations for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Research and development $ 278,815 $ - General and administrative (1,153,575 ) 465,763 Total $ (874,760 ) $ 465,763 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of supplemental lease information | Supplemental lease information as of March 31, 2021: As of March 31, 2021 As of December 31, 2020 Operating lease right-of-use asset $ 65,603 $ 79,462 Current maturities of operating lease $ 49,943 $ 51,125 Non-current operating lease 17,579 28,607 Total operating lease liabilities $ 67,522 $ 79,732 Weighted Average remaining lease term (in years): 1.34 1.6 Discount rate: 7.0 % 7.0 % Supplemental cash flow information for the three months ended March 31, 2021: 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 | 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 March 31, 2021 for future periods are as follows: Years ending December 31, 2021, 2021 (Remaining) $ 39,720 2022 $ 31,213 Total future minimum lease payments $ 70,933 Less imputed interest $ 3,411 Total $ 67,522 |
Basis of Presentation, Organi_4
Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards and Earnings (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Loss available to common stockholders' | $ (517,242) | $ (1,174,753) |
Denominator: | ||
Weighted average number of common shares outstanding | 87,352,364 | 87,352,364 |
Basic and diluted EPS | $ (0.01) | $ (0.01) |
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 | 15,461,911 | 16,044,983 |
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 | 3,164,999 | 2,938,071 |
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 |
Basis of Presentation, Organi_5
Basis of Presentation, Organization, Nature and Continuance of Operations, Recent Accounting Standards (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
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 | $ 5,607,845 | $ 7,412,969 | $ 11,382,102 | $ 12,185,248 |
Working capital | $ 5,303,836 |
Assets - Intellectual Property
Assets - Intellectual Property (Details Narrative) - USD ($) | 1 Months Ended | ||
Jul. 31, 2013 | Dec. 31, 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 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes to Financial Statements | ||
Prepaid insurance | $ 0 | $ 54,180 |
Prepaid stock options for services | 87,001 | 86,999 |
Prepaid professional fees | 65,000 | 65,000 |
Prepaid research and development expense | 289,746 | 289,746 |
Other prepaid costs | 20,424 | 70,350 |
Total prepaid expenses | $ 462,171 | $ 566,275 |
Common Stock and Warrants (Deta
Common Stock and Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 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 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 | 12,296,912 |
Minimum [Member] | Series F [Member] | ||
Expiration | Feb. 23, 2022 | |
Maximum [Member] | Series F [Member] | ||
Expiration | Mar. 9, 2022 |
Common Stock and Warrants (De_2
Common Stock and Warrants (Details Narrative) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
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 | 16,593,266 |
Stock Options (Details)
Stock Options (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Options outstanding - beginning balance | 5,895,570 | |
Options forfeited | (2,730,571) | |
Options oustanding - ending balance | 3,164,999 | 5,895,570 |
Options Vested and Exercisable | 1,352,499 | |
Weighted average exercise price | ||
Options outstanding - beginning balance | $ 3.41 | |
Options forfeited | 2.75 | |
Options outstanding - ending balance | 2.18 | $ 3.41 |
Options Vested and Exercisable | $ 1.98 | |
Weighted average remaining contracted term | ||
Options outstanding | 5 years 2 months 19 days | 5 years 8 months 5 days |
Options Vested and Exercisable | 5 years 2 months 1 day | |
Aggregate intrinsic value | ||
Options outstanding - beginning balance | $ 1,460,507 | |
Options oustanding - ending balance | 2,350,775 | $ 1,460,507 |
Options Vested and Exercisable | $ 1,251,775 |
Stock Options (Details 1)
Stock Options (Details 1) | 3 Months Ended |
Mar. 31, 2021 | |
Income Taxes Tables | |
Risk-free interest rate | 1.67% |
Expected life in years | 4 years 3 months 8 days |
Expected Volatility | 107.73% |
Expected dividend yield | 0.00% |
Stock Options (Details 2)
Stock Options (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total | $ (874,760) | $ 465,763 |
Stock Option [Member] | General and administrative [Member] | ||
Total | 278,815 | 465,763 |
Stock Option [Member] | Research and development[Member] | ||
Total | $ (1,153,575) |
Stock Options (Details Narrativ
Stock Options (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Number of options granted | 16,820,194 |
Shares available for future grants | 16,593,266 |
Options forfeited | 2,730,571 |
Reversal of stock based compensation due to common stock purchase option cancellations | $ | $ (1,248,575) |
Options vested | 373,815 |
Research and development[Member] | |
Options vested | 278,815 |
General and administrative [Member] | |
Options vested | 95,000 |
2013 Plan [Member] | |
Stock options grant description | The 2013 Plan is administered by the Board or a committee designated by the Board. Subject to the provisions of the 2013 Plan, the Board has the authority to determine the officers, employees and consultants to whom options will be granted, the number of shares covered by each option, vesting rights and the terms and conditions of each option that is granted to them; however, no person may be granted options to purchase more than 2,000,000 shares in any one fiscal year under the 2013 Plan, and the aggregate fair market value (determined at the time the option is granted) of the shares with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year cannot exceed $100,000. Options granted pursuant to the 2013 Plan are exercisable no later than ten years after the date of grant. |
Excecise price per share limit | Not be less than 110% of the fair market value |
Number of options granted | 20,000,000 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease right-of-use asset | $ 65,603 | $ 79,462 |
Current maturities of operating lease | 49,943 | 51,125 |
Non-current operating lease | 17,579 | 28,607 |
Total operating lease liabilities | $ 67,522 | $ 79,732 |
Weighted Average remaining lease term (in years): | 1 year 4 months 2 days | 1 year 7 months 6 days |
Discount rate | 7.00% | 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 ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (Remaining) | $ 39,720 | |
2022 | 31,213 | |
Total future minimum lease payments | 70,933 | |
Less imputed interest | 3,411 | |
Total | $ 67,522 | $ 79,732 |
Leases (Details Narrative)
Leases (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
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 ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Company agreement expense | $ 120,000 | $ 76,000 |
StemCell Systems [Member] | ||
Monthly fee | $ 27,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jun. 22, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | |
Vector Asset Management, Inc [Member] | |||
Compensation expense | $ 120,000 | ||
Consulting services, expense | $ 600 | $ 30,000 | |
Payment of compensation, description | On June 22, 2018, the Company and VAM entered into an Executive Consulting Agreement (the “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, VAMI received compensation of $120,000 per year. On July 1, 2020 the Company amended the ECA and paid VAMI $4,000 per month through November 30, 2020 and $200 per month thereafter until May 31, 2021 at which time the agreement will expire | ||
Stephen Yan-Klesson | |||
Related Party expenses | $ 5,287 |