Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-30156 | ||
Entity Registrant Name | RENOVACARE, INC. | ||
Entity Central Index Key | 0001016708 | ||
Entity Tax Identification Number | 98-0384030 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 9375 E Shea Blvd. | ||
Entity Address, Address Line Two | Suite 107-A | ||
Entity Address, City or Town | Scottsdale | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85260 | ||
City Area Code | (888) | ||
Local Phone Number | 398-0202 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 41,964,279 | ||
Entity Common Stock, Shares Outstanding | 87,352,364 | ||
Documents Incorporated by Reference [Text Block] | None. | ||
Auditor Name | PKF O’Connor Davies, LLP | ||
Auditor Location | New York, New York | ||
Auditor Firm ID | 127 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 2,849,192 | $ 7,412,969 |
Prepaid expenses and other current assets | 533,445 | 566,275 |
Total current assets | 3,382,637 | 7,979,244 |
Fixed assets, net of accumulated depreciation of $12,952 and $3,584, respectively | 29,271 | 38,640 |
Intangible assets | 152,854 | 152,854 |
Security deposit | 7,995 | 7,995 |
Right of use asset | 28,630 | 79,462 |
Other assets | 50,747 | 137,749 |
Total assets | 3,652,134 | 8,395,944 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,274,748 | 1,237,437 |
Operating lease liability | 30,497 | 51,125 |
Total current liabilities | 1,305,245 | 1,288,562 |
Operating lease liability | 28,607 | |
Total liabilities | 1,305,245 | 1,317,169 |
Stockholders' equity | ||
Preferred stock: $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding | ||
Common stock: $0.00001 par value; 500,000,000 shares authorized, 87,352,364 shares issued and outstanding at December 31, 2021 and 2020 | 874 | 874 |
Additional paid-in capital | 36,585,919 | 36,846,082 |
Retained deficit | (34,239,904) | (29,768,181) |
Total stockholders' equity | 2,346,889 | 7,078,775 |
Total liabilities and stockholders' equity | $ 3,652,134 | $ 8,395,944 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation | $ 12,952 | $ 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 - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses | ||
Research and development | 3,204,895 | 4,133,925 |
General and administrative | 2,204,521 | 5,543,173 |
Total operating expenses | 5,409,416 | 9,677,098 |
Loss from operations | (5,409,416) | (9,677,098) |
Other income (expense) | ||
Interest income | 6,417 | 128,762 |
Other income | 931,276 | |
Total other income (expense) | 937,693 | 128,762 |
Net loss | $ (4,471,723) | $ (9,548,336) |
Basic and Diluted Loss per Common Share | $ (0.05) | $ (0.11) |
Weighted average number of common shares outstanding - basic and diluted | 87,352,364 | 87,352,364 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 874 | $ 32,378,833 | $ (20,219,845) | $ 12,159,862 |
Beginning Balance, Shares at Dec. 31, 2019 | 87,352,364 | |||
Stock based compensation due to common stock purchase options | 4,206,252 | 4,206,252 | ||
Stock based compensation for prepaid services | 260,997 | 260,997 | ||
Net loss | (9,548,336) | (9,548,336) | ||
Ending balance, value at Dec. 31, 2020 | $ 874 | 36,846,082 | (29,768,181) | 7,078,775 |
Ending Balance, Shares at Dec. 31, 2020 | 87,352,364 | |||
Stock based compensation due to common stock purchase options | 1,054,542 | 1,054,542 | ||
Reversal of stock-based compensation due to common stock purchase option cancellations | (1,314,705) | (1,314,705) | ||
Net loss | (4,471,723) | (4,471,723) | ||
Ending balance, value at Dec. 31, 2021 | $ 874 | $ 36,585,919 | $ (34,239,904) | $ 2,346,889 |
Ending Balance, Shares at Dec. 31, 2021 | 87,352,364 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (4,471,723) | $ (9,458,336) |
Adjustments to reconcile net loss to net cash flows from operating activities | ||
Depreciation expense | 9,368 | 2,633 |
Stock based compensation expense | (173,163) | 4,206,252 |
Non cash lease expense | 1,600 | 270 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses and other current assets | 32,830 | (340,528) |
Increase (Decrease) in accounts payable and accrued expenses | 37,311 | 1,068,394 |
Increase in accounts payable - related parties | (111,696) | |
Net cash flows used in operating activities | (4,563,777) | (4,723,011) |
Cash flows from investing activities | ||
Payment for security deposit | (7,995) | |
Purchase of equipment | (41,273) | |
Net cash flows from investing activities | (49,268) | |
Decrease in cash and cash equivalents | (4,563,777) | (4,772,279) |
Cash and cash equivalents at beginning of year | 7,412,969 | 12,185,248 |
Cash and cash equivalents at end of year | 2,849,192 | 7,412,969 |
Supplemental disclosure of non-cash transactions: | ||
Stock based compensation issued for prepaid services | $ 260,997 |
Organization and Liquidity
Organization and Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Liquidity | Note 1. Organization and Liquidity Organization RenovaCare, Inc., formerly Janus Resources, is a Nevada corporation. RenovaCare, Inc. was incorporated under the laws of the State of Utah on July 14, 1983 as Far West Gold, Inc. The Company has an authorized capital of 500,000,000 0.00001 87,352,364 10,000,000 0.0001 none 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 from SkinGun TM as a cell therapy onto wounds including burns to facilitate healing. Currently, our proprietary technologies are the subject of forty-four (44) U.S. and foreign granted or pending patents or patent applications and seventeen (17) U.S. and foreign trademarks. Of the issued patents, five (5) are U.S. patents and seventeen (17) have issued or are allowed in Australia, Canada, China, Europe, Germany, France, Italy, Japan, Korea, Netherlands, Spain, Switzerland/Liechtenstein, and the United Kingdom. On May 6, 2021 the Food and Drug Administration gave full-approval of the Company’s Investigational Device Exemption (IDE) application to proceed with initial clinical testing of the CellMist ™ ™ 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 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. Liquidity The Company has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. We expect to incur losses as we continue our research and development activities. The Company's activities are subject to significant risks and uncertainties due to the stage of the development of the Company's cellular therapies. At December 31, 2021, the Company had approximately $ 2,800,000 34,239,904 The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year beyond the filing of this Annual Report on Form 10-K. Based on such evaluation and the Company’s current plans, which are subject to change, management believes that the Company’s existing cash as of December 31, 2021 is sufficient to satisfy its operating cash needs for the year after the filing of this Annual Report on Form 10-K. The Company is responsible to bear the costs to defend itself and its directors and officers, pursuant to the indemnification clause in the Company’s bylaws, against the Lawsuits. Subsequent to December 31, 2021, the Company depleted the funds available under its D&O Policy. The legal costs to defend the Company against the Lawsuits are expected to be material. The Company’s legal counsel provided a non-binding estimate of the legal costs to defend the Company of approximately $3,000,000 over the next 16 – 20 months. To assist the Company in paying the costs to defend against the Lawsuits, the Company’s Chairman loaned the Company $ 800,000 Note 11 – Subsequent Events 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 future of the Company will depend on its ability to successfully raise capital from external sources. As noted above, management believes that the Company’s existing cash as of December 31, 2021 are sufficient to satisfy its operating cash needs for the year after the filing of this Annual Report on Form 10-K. However, if the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future product development and/or other future ventures. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Additionally, equity or convertible debt financings will likely have a dilutive effect on the holdings of the Company’s existing stockholders. Debt financing may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, and may be secured by all or a portion of the Company’s assets. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Principles of Consolidation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly owned subsidiary, RenovaCare Sciences Corp. All intercompany transactions and balances have been eliminated. RenovaCare Sciences Corp. was incorporated under the laws of the State of Nevada June 12, 2013 Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined by future events, may differ from these estimates. Management utilizes various other estimates, including but not limited to, determining the estimated lives of long-lived assets, determining the potential impairment of intangibles, the fair value of warrants issued, the fair value of stock options and other legal claims and contingencies. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents may at times exceed federally insured limits. The Company did no Fair Value of Financial Instruments The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. As of December 31, 2021 and 2020, the Company did not have any assets or liabilities that were measured at fair value on a recurring basis. The Company’s financial statements include cash, other current assets and accounts payable and accrued expenses which are short term in nature and, accordingly, approximate fair value. It is the Company’s policy to measure non-financial assets and liabilities at fair value on a nonrecurring basis. The instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (such as evidence of impairment), which if material, are disclosed in the accompanying notes. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Stock Based Compensation. ASC 718 requires all stock-based payments to directors, employees and consultants, including grants of stock options, to be recognized in the consolidated statements of operations based on their fair values. The Company uses the Black-Scholes option pricing model (the “ Black-Scholes Model The determination of the fair value of stock-based payment awards utilizing the Black-Scholes option pricing model requires the use of the following assumptions: expected volatility of our common stock, which is based on our own calculated historical rate; expected life of the option award, which we elected to calculate using the simplified method; expected dividend yield, which is 0%, as we have not paid and do not have any plans to pay dividends on our common stock; and the risk-free interest rate, which is based on the U.S. Treasury rate in effect at the time of grant with maturities equal to the stock option award’s expected life. The Company evaluates the assumptions used to value the awards at each grant date and if factors change and different assumptions are utilized, stock-based compensation expense may differ significantly from what has been recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Forfeitures are accounted for as they occur. See “NOTE 6. Equity” for additional information on the Company’s stock-based compensation plan. Leases The Company recognizes their leases with a term of greater than a year on the balance sheet by recording right-of-use assets and lease liabilities. Leases can be classified as either operating leases or finance leases. Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense. The Company’s lease consists of an operating lease for office space. The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Equipment Equipment is carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Schedule of estimated useful lives of depreciable assets Estimated Useful Lives Office equipment 3 5 Furniture & equipment 5 7 Patent and Trademark Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. Research and Development Expenses The Company expenses research and development expenses to operations as incurred. Research and development expenses consist of (i) regulatory compliance, (ii) pilot-scale manufacturing of the Company’s cell isolations and SkinGun ™ The Company accounts for nonrefundable advance payments for goods and services that will be used in future research and development as expenses when the services have been performed or when the goods have been received rather than when the payment is made. Intangible Assets The Company’s intangible asset consists primarily of the CellMist TM The Company assessed the following qualitative factors that could affect any change in the fair value of the intangible asset: analysis of the technology's current phase, additional testing necessary to bring the technology to market, development of competing products, changes in projections caused by delays, changes in regulations, changes in the market for the technology and changes in cost projections to bring the technology to market. Based on a qualitative assessment, management concluded that a positive assertion can be made from the qualitative assessment that it is more likely than not that the intangible asset related to the CellMist TM Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. Segment Reporting The Company’s business is considered to be operating in one segment based upon the Company’s organizational structure, the way in which the operations are managed and evaluated, the availability of separate financial results and materiality considerations. Net Loss Per Share The computation of basic earnings per share (“ EPS Following is the computation of basic and diluted net loss per share for the years ended December 31, 2021 and 2020: Schedule of computation of basic and diluted net loss per share Years Ended 2021 2020 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders $ (4,471,723 ) $ (9,548,336 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,352,364 Basic and diluted EPS $ (0.05 ) $ (0.11 ) 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: Schedule of anti dilutive shares Stock options 3,139,999 5,895,570 Warrants 11,712,496 12,296,912 Total shares not included in the computation of diluted losses per share 14,852,495 18,192,482 Related Party Transactions A related party is generally defined as (i) any person who holds 10% or more of the Company's securities and their immediate families; (ii) the Company's management; (iii) someone who directly or indirectly controls, is controlled by or is under common control with the Company; or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties. See “Note 9. Related Party Transactions” for further discussion. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains deposits in an accredited financial institution in excess of federally insured limits. The Company deposits its cash in a financial institution that it believes has high credit quality and has not experienced any losses on such account and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Accounting Pronouncements We evaluate all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) for consideration of their applicability. ASUs not included in our disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on our Consolidated Financial Statements. New Accounting Pronouncements Not Yet Adopted None. Accounting Pronouncements Recently Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. This guidance is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company adopted ASU 2019-12 effective January 1, 2021 with no impact on its Financial Statements. |
Assets _ Intellectual Property
Assets – Intellectual Property | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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 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 52,852 100,002 152,854 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | Note 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: Schedule of prepaid expenses and other current assets December 31, 2021 2020 Prepaid insurance $ - $ 54,180 Prepaid stock options for services 87,001 86,999 Prepaid professional fees 100,930 65,000 Prepaid research and development expense 289,746 289,746 Other prepaid costs 13,964 70,350 Refunds due 41,804 - Total prepaid expenses $ 533,445 $ 566,275 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 5. Accounts Payable and Accrued Liabilities Accounts payable and accrued expenses consists of the following: Schedule of accounts payable and accrued expenses December 31, 2021 2020 Legal fees $ 869,950 $ 192,053 Officer compensation 55,040 313,396 Consultants 117,943 99,096 Trade payables 231,815 632,892 Total $ 1,274,748 $ 1,237,437 Of the legal fees of $ 869,950 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity | Note 6. Equity 2013 Long-Term Incentive Plan On June 20, 2013, the Company’s Board of Directors adopted the 2013 Long-Term Incentive Plan (the “ 2013 Plan 20,000,000 16,618,266 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. Common Stock At December 31, 2021, the Company had 500,000,000 0.00001 87,352,364 During the years ended December 31, 2021 and 2020, the Company did no 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 December 31, 2021 and 2020: Schedule of warrants outstanding Shares of Common Stock Issuable for Weighted December 31, Average Description 2021 2020 Exercise Price Expiration Series E - 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 11,712,496 12,296,912 During the year ended December 31, 2021, all the Series E Warrants expired unexercised. Stock Options The following table summarizes stock option activity for the years ended December 31, 2021 and 2020: Schedule of stock option activity Number of Weighted Weighted Aggregate Outstanding at December 31, 2019 2,317,500 3.41 Granted 3,615,570 2.31 Forfeited (37,500 ) 4.20 Outstanding at December 31, 2020 5,895,570 2.45 Granted 50,000 1.72 Forfeited (2,805,571 ) 2.74 Outstanding at December 31, 2021 3,139,999 2.17 4.54 - Vested and exercisable at December 31, 2021 2,639,999 1.99 4.48 - 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 years ended December 31, 2021 and 2020 is set forth in the table below: Schedule of assumption of stock option activity Years Ended December 31, 2021 2020 Risk-free interest rate 0.73 0.21 - 1.67 Expected term in years 5.38 3.25 – 6.00 Weighted Avg. Expected Volatility 102.07 97.20 – 110.71 Expected dividend yield 0 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 years ended December 31, 2021 and 2020: Schedule of consolidated statement of operations Years Ended December 31, 2021 2020 Research and development $ 948,938 $ 1,536,168 General and administrative (1,122,101 ) 2,670,084 Total $ (173,163 ) $ 4,206,252 As of December 31, 2021, the Company had $ 1,382,997 Year Ended December 31, 2021 On July 26, 2021, in connection with an Executive Services Consulting Agreement of the same date, the Company granted Justin Frere, the Company’s former Chief Financial Officer, an option to purchase up to 50,000 1.72 10 During the first half of 2021, certain individuals resigned from the Company resulting in the forfeiture and cancellation of 2,805,571 1,314,705 1,141,542 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 7. Leases 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 4,459 2 The Company’s existing Lease is not subject to any restrictions or covenants which preclude its ability to pay dividends, obtain financing, or enter into additional Lease’s. As of December 31, 2021, the Company has not entered into any leases which have not yet commenced which would entitle the Company to significant rights or create additional obligations. The Company does not have any finance leases. Supplemental lease information: Schedule of supplemental lease information As of December 31, 2021 2021 2020 Operating lease right-of-use asset $ 28,630 $ 79,462 Current maturities of operating lease $ 30,497 $ 51,125 Non-current operating lease - 28,607 Total operating lease liabilities $ 30,497 $ 79,732 Cash paid for amount included in the measurement of lease liabilities for operating lease $ 52,789 $ 26,134 Weighted Average remaining lease term (in years): 0.58 1.6 Discount rate: 7.0 % 7.0 % 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 December 31, 2021 for future periods are as follows: Schedule of future lease payments 2022 31,213 Total future minimum lease payments 31,213 Less imputed interest (716 ) Total $ 30,497 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies R&D Agreement In connection with the Company’s anticipated regulatory filings, the Company has engaged StemCell Systems GmbH (“ StemCell Systems Strategic Agreement 27,000 ROFR Agreement 523,840 480,000 Legal Proceedings SEC Civil Complaint On May 28, 2021 the SEC filed a civil complaint (the “ SEC Complaint Defendants Class Action Complaints On July 16, 2021, Gabrielle A. Boller filed a class action lawsuit in the U.S. District Court for the District of New Jersey (the “ Boller Lawsuit Boller Defendants The Company disputes the plaintiffs’ claims in the Boller Lawsuit and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Boller Defendants. Given the uncertainty of litigation, the preliminary stage of these cases, the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions. On July 21, 2021, Michael Solakian, filed a class action lawsuit in the U.S. District Court for the District of New Jersey (the “ Solakian Lawsuit Solakian Defendants The Company disputes the plaintiffs’ claims in the Solakian Lawsuit and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Solakian Defendants. Given the uncertainty of litigation, the preliminary stage of these cases, the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions. Shareholder Derivative Complaints On December 20, 2021, Melvin Emberland (“Emberland”), derivatively and on behalf of nominal defendant Renovacare, Inc. filed a lawsuit (the “ Emberland Lawsuit Emberland Defendants The Company disputes Emberland’s claims and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Emberland Defendants. Given the uncertainty of litigation, the preliminary stage of these cases, the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions. On January 6, 2022, Zoser Vargas (“ Vargas Vargas Lawsuit Vargas Defendants The Company disputes Vargas’ claims and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Vargas Defendants. Given the uncertainty of litigation, the preliminary stage of these cases, the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions. On January 28, 2022, Aviva Meyer (“ Meyer Meyer Lawsuit Meyer Defendants Vargas Vargas The Company disputes Meyer’s claims and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Meyer Defendants Given the uncertainty of litigation, the preliminary stage of these cases, the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions. The Company believes that the claims asserted in the SEC Complaint, the Boller Lawsuit, the Solakian Lawsuit, the Emberland Lawsuit, the Vargas Lawsuit, and the Meyer Lawsuit (collectively, the “ Lawsuits |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9. Related Party Transactions During the year ended December 31, 2020, Talia Jevan Properties, Inc. made payments totaling $ 10,811 Kalen Capital Corporation (“KCC”), a corporation wholly owned by Mr. Rayat, on April 1, 2020, provided a short-term advance of $ 50,000 65,156 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 120,000 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 ECA as amended expired. 1,000 84,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. There is no current or deferred tax expense for 2021 and 2020, due to the Company’s loss position. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes and has recorded a full valuation allowance against the deferred tax asset. The income tax effect of temporary differences comprising the deferred tax assets and deferred tax liabilities is a result of the following at December 31: Schedule of deferred tax assets and liabilities 2021 2020 Deferred tax assets (liability): Net operating loss carryforwards $ 5,645,000 $ 4,677,000 Fixed asset (6,000 ) 1,000 Intangible asset (18,000 ) (16,000 ) Charitable contributions 53,000 53,000 Stock-based compensation 772,000 696,000 Deferred tax assets gross 6,446,000 5,411,000 Valuation allowance (6,446,000 ) (5,411,000 ) Net deferred tax assets $ - $ - The 2021 increase in the valuation allowance was $ 1,035,000 1,339,000 The Company has available net operating loss carryforwards of approximately $ 21,945,000 for tax purposes to offset future taxable income which $9,613,000 was incurred prior to 2018 and expires through the year 2037 12,331,000 incurred subsequent do not expire. Pursuant to the Tax Reform Act of 1986, annual utilization of the Company’s net operating loss and contribution carryforwards may be limited if a cumulative change in ownership of more than 50% is deemed to occur within any three-year period. The tax years 2018 through 2021 remain open to examination by federal agencies and other jurisdictions in which it operates. A reconciliation between the statutory federal income tax rate and the effective rate of income tax expense for the years ended December 31 follows: Schedule of statutory federal income tax expense 2021 2020 Statutory federal income tax rate 21.0 % 21 % Permanent differences and other 1.38 (3.91 ) NOL expirations (1.83 ) (3.10 ) True-up 2.60 0.03 Valuation allowance (23.15 )% (14.02 )% Total 0 % 0 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events Management has reviewed material events subsequent of the period ended December 31, 2021 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events.” On February 15, 2022, the Company paid its legal counsel, Spears & Imes, a $ 1,000,000 The Company’s President and Chief Executive Officer and Director, Dr. Kaiyo Nedd and its Chief Financial Officer, Mr. Justin Frere resigned all their respective positions in the Company effective March 24, 2022. On March 18, 2022, the Company issued an Unsecured Convertible Promissory Note (the “ Note 800,000 1 0.45 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly owned subsidiary, RenovaCare Sciences Corp. All intercompany transactions and balances have been eliminated. RenovaCare Sciences Corp. was incorporated under the laws of the State of Nevada June 12, 2013 |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined by future events, may differ from these estimates. Management utilizes various other estimates, including but not limited to, determining the estimated lives of long-lived assets, determining the potential impairment of intangibles, the fair value of warrants issued, the fair value of stock options and other legal claims and contingencies. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents may at times exceed federally insured limits. The Company did no |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for fair value measurements for financial assets and financial liabilities in accordance with FASB ASC Topic 820, “Fair Value Measurements”. The authoritative guidance, which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the exit price, representing the amount that would either be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability. As of December 31, 2021 and 2020, the Company did not have any assets or liabilities that were measured at fair value on a recurring basis. The Company’s financial statements include cash, other current assets and accounts payable and accrued expenses which are short term in nature and, accordingly, approximate fair value. It is the Company’s policy to measure non-financial assets and liabilities at fair value on a nonrecurring basis. The instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (such as evidence of impairment), which if material, are disclosed in the accompanying notes. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Stock Based Compensation. ASC 718 requires all stock-based payments to directors, employees and consultants, including grants of stock options, to be recognized in the consolidated statements of operations based on their fair values. The Company uses the Black-Scholes option pricing model (the “ Black-Scholes Model The determination of the fair value of stock-based payment awards utilizing the Black-Scholes option pricing model requires the use of the following assumptions: expected volatility of our common stock, which is based on our own calculated historical rate; expected life of the option award, which we elected to calculate using the simplified method; expected dividend yield, which is 0%, as we have not paid and do not have any plans to pay dividends on our common stock; and the risk-free interest rate, which is based on the U.S. Treasury rate in effect at the time of grant with maturities equal to the stock option award’s expected life. The Company evaluates the assumptions used to value the awards at each grant date and if factors change and different assumptions are utilized, stock-based compensation expense may differ significantly from what has been recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Forfeitures are accounted for as they occur. See “NOTE 6. Equity” for additional information on the Company’s stock-based compensation plan. |
Leases | Leases The Company recognizes their leases with a term of greater than a year on the balance sheet by recording right-of-use assets and lease liabilities. Leases can be classified as either operating leases or finance leases. Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense. The Company’s lease consists of an operating lease for office space. The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. |
Equipment | Equipment Equipment is carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Schedule of estimated useful lives of depreciable assets Estimated Useful Lives Office equipment 3 5 Furniture & equipment 5 7 |
Patent and Trademark Costs | Patent and Trademark Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. |
Research and Development Expenses | Research and Development Expenses The Company expenses research and development expenses to operations as incurred. Research and development expenses consist of (i) regulatory compliance, (ii) pilot-scale manufacturing of the Company’s cell isolations and SkinGun ™ The Company accounts for nonrefundable advance payments for goods and services that will be used in future research and development as expenses when the services have been performed or when the goods have been received rather than when the payment is made. |
Intangible Assets | Intangible Assets The Company’s intangible asset consists primarily of the CellMist TM The Company assessed the following qualitative factors that could affect any change in the fair value of the intangible asset: analysis of the technology's current phase, additional testing necessary to bring the technology to market, development of competing products, changes in projections caused by delays, changes in regulations, changes in the market for the technology and changes in cost projections to bring the technology to market. Based on a qualitative assessment, management concluded that a positive assertion can be made from the qualitative assessment that it is more likely than not that the intangible asset related to the CellMist TM |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. |
Segment Reporting | Segment Reporting The Company’s business is considered to be operating in one segment based upon the Company’s organizational structure, the way in which the operations are managed and evaluated, the availability of separate financial results and materiality considerations. |
Net Loss Per Share | Net Loss Per Share The computation of basic earnings per share (“ EPS Following is the computation of basic and diluted net loss per share for the years ended December 31, 2021 and 2020: Schedule of computation of basic and diluted net loss per share Years Ended 2021 2020 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders $ (4,471,723 ) $ (9,548,336 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,352,364 Basic and diluted EPS $ (0.05 ) $ (0.11 ) 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: Schedule of anti dilutive shares Stock options 3,139,999 5,895,570 Warrants 11,712,496 12,296,912 Total shares not included in the computation of diluted losses per share 14,852,495 18,192,482 |
Related Party Transactions | Related Party Transactions A related party is generally defined as (i) any person who holds 10% or more of the Company's securities and their immediate families; (ii) the Company's management; (iii) someone who directly or indirectly controls, is controlled by or is under common control with the Company; or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties. See “Note 9. Related Party Transactions” for further discussion. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains deposits in an accredited financial institution in excess of federally insured limits. The Company deposits its cash in a financial institution that it believes has high credit quality and has not experienced any losses on such account and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Accounting Pronouncements | Accounting Pronouncements We evaluate all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) for consideration of their applicability. ASUs not included in our disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on our Consolidated Financial Statements. New Accounting Pronouncements Not Yet Adopted None. Accounting Pronouncements Recently Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. This guidance is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company adopted ASU 2019-12 effective January 1, 2021 with no impact on its Financial Statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of depreciable assets | Schedule of estimated useful lives of depreciable assets Estimated Useful Lives Office equipment 3 5 Furniture & equipment 5 7 |
Schedule of computation of basic and diluted net loss per share | Schedule of computation of basic and diluted net loss per share Years Ended 2021 2020 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders $ (4,471,723 ) $ (9,548,336 ) Denominator: Weighted average number of common shares outstanding 87,352,364 87,352,364 Basic and diluted EPS $ (0.05 ) $ (0.11 ) |
Schedule of anti dilutive shares | Schedule of anti dilutive shares Stock options 3,139,999 5,895,570 Warrants 11,712,496 12,296,912 Total shares not included in the computation of diluted losses per share 14,852,495 18,192,482 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets | |
Schedule of prepaid expenses and other current assets | Schedule of prepaid expenses and other current assets December 31, 2021 2020 Prepaid insurance $ - $ 54,180 Prepaid stock options for services 87,001 86,999 Prepaid professional fees 100,930 65,000 Prepaid research and development expense 289,746 289,746 Other prepaid costs 13,964 70,350 Refunds due 41,804 - Total prepaid expenses $ 533,445 $ 566,275 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Schedule of accounts payable and accrued expenses December 31, 2021 2020 Legal fees $ 869,950 $ 192,053 Officer compensation 55,040 313,396 Consultants 117,943 99,096 Trade payables 231,815 632,892 Total $ 1,274,748 $ 1,237,437 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of warrants outstanding | Schedule of warrants outstanding Shares of Common Stock Issuable for Weighted December 31, Average Description 2021 2020 Exercise Price Expiration Series E - 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 11,712,496 12,296,912 |
Schedule of stock option activity | Schedule of stock option activity Number of Weighted Weighted Aggregate Outstanding at December 31, 2019 2,317,500 3.41 Granted 3,615,570 2.31 Forfeited (37,500 ) 4.20 Outstanding at December 31, 2020 5,895,570 2.45 Granted 50,000 1.72 Forfeited (2,805,571 ) 2.74 Outstanding at December 31, 2021 3,139,999 2.17 4.54 - Vested and exercisable at December 31, 2021 2,639,999 1.99 4.48 - |
Schedule of assumption of stock option activity | Schedule of assumption of stock option activity Years Ended December 31, 2021 2020 Risk-free interest rate 0.73 0.21 - 1.67 Expected term in years 5.38 3.25 – 6.00 Weighted Avg. Expected Volatility 102.07 97.20 – 110.71 Expected dividend yield 0 0 |
Schedule of consolidated statement of operations | Schedule of consolidated statement of operations Years Ended December 31, 2021 2020 Research and development $ 948,938 $ 1,536,168 General and administrative (1,122,101 ) 2,670,084 Total $ (173,163 ) $ 4,206,252 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of supplemental lease information | Schedule of supplemental lease information As of December 31, 2021 2021 2020 Operating lease right-of-use asset $ 28,630 $ 79,462 Current maturities of operating lease $ 30,497 $ 51,125 Non-current operating lease - 28,607 Total operating lease liabilities $ 30,497 $ 79,732 Cash paid for amount included in the measurement of lease liabilities for operating lease $ 52,789 $ 26,134 Weighted Average remaining lease term (in years): 0.58 1.6 Discount rate: 7.0 % 7.0 % Right-of-use asset obtained in exchange for lease obligation $ 98,402 |
Schedule of future lease payments | Schedule of future lease payments 2022 31,213 Total future minimum lease payments 31,213 Less imputed interest (716 ) Total $ 30,497 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities 2021 2020 Deferred tax assets (liability): Net operating loss carryforwards $ 5,645,000 $ 4,677,000 Fixed asset (6,000 ) 1,000 Intangible asset (18,000 ) (16,000 ) Charitable contributions 53,000 53,000 Stock-based compensation 772,000 696,000 Deferred tax assets gross 6,446,000 5,411,000 Valuation allowance (6,446,000 ) (5,411,000 ) Net deferred tax assets $ - $ - |
Schedule of statutory federal income tax expense | Schedule of statutory federal income tax expense 2021 2020 Statutory federal income tax rate 21.0 % 21 % Permanent differences and other 1.38 (3.91 ) NOL expirations (1.83 ) (3.10 ) True-up 2.60 0.03 Valuation allowance (23.15 )% (14.02 )% Total 0 % 0 % |
Organization and Liquidity (Det
Organization and Liquidity (Details Narrative) - USD ($) | Mar. 18, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Common stock, Authorized | 500,000,000 | 500,000,000 | |
Common stock, par value | $ 0.00001 | $ 0.00001 | |
Common stock, shares Issued | 87,352,364 | 87,352,364 | |
Common stock, shares outstanding | 87,352,364 | 87,352,364 | |
Preferred stock, Authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares Issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Cash on hand | $ 2,800,000 | ||
Retained deficit | $ 34,239,904 | $ 29,768,181 | |
Subsequent Event [Member] | Convertible Note [Member] | |||
Subsequent Event [Line Items] | |||
Loan | $ 800,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 7 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Loss available to common stockholders | $ (4,471,723) | $ (9,548,336) |
Denominator: | ||
Weighted average number of common shares outstanding | 87,352,364 | 87,352,364 |
Basic and diluted EPS | $ (0.05) | $ (0.11) |
Significant Accounting Polici_6
Significant Accounting Policies (Details 2) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares not included in the computation of diluted losses per share | 14,852,495 | 18,192,482 |
Share-based Payment Arrangement [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares not included in the computation of diluted losses per share | 3,139,999 | 5,895,570 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares not included in the computation of diluted losses per share | 11,712,496 | 12,296,912 |
Significant Accounting Polici_7
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
State Country Name | NV | |
Date of Incorporation | Jun. 12, 2013 | |
Cash and cash equivalents | $ 0 | $ 0 |
Assets _ Intellectual Property
Assets – Intellectual Property (Details Narrative) - USD ($) | 1 Months Ended | ||
Jul. 31, 2013 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intangible Assets | $ 152,854 | $ 152,854 | |
Asset purchase agreement [Member] | Dr. Gerlach [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Acquisition related costs | $ 52,852 | ||
Closing cash payment | $ 100,002 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses And Other Current Assets | ||
Prepaid insurance | $ 54,180 | |
Prepaid stock options for services | 87,001 | 86,999 |
Prepaid professional fees | 100,930 | 65,000 |
Prepaid research and development expense | 289,746 | 289,746 |
Other prepaid costs | 13,964 | 70,350 |
Refunds due | 41,804 | 0 |
Total prepaid expenses | $ 533,445 | $ 566,275 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Legal fees | $ 869,950 | $ 192,053 |
Officer compensation | 55,040 | 313,396 |
Consultants | 117,943 | 99,096 |
Trade payables | 231,815 | 632,892 |
Total | $ 1,274,748 | $ 1,237,437 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Payables and Accruals [Abstract] | |
Legal fees | $ 869,950 |
Equity (Details)
Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Series E [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 584,416 | |
Weighted Average Exercise Price | $ 1.54 | $ 1.54 |
Expiration | Sep. 8, 2021 | |
Series F [Member] | ||
Class of Warrant or Right [Line Items] | ||
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] | ||
Class of Warrant or Right [Line Items] | ||
Expiration | Feb. 23, 2022 | |
Series F [Member] | Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Expiration | Mar. 9, 2022 | |
Series G [Member] | ||
Class of Warrant or Right [Line Items] | ||
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] | ||
Class of Warrant or Right [Line Items] | ||
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] | ||
Class of Warrant or Right [Line Items] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 10,335,000 | 10,335,000 |
Weighted Average Exercise Price | $ 2 | $ 2 |
Expiration | Nov. 26, 2025 | |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares of Common Stock Issuable from Warrants Outstanding | 11,712,496 | 12,296,912 |
Equity (Details 1)
Equity (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Options outstanding - beginning balance | 5,895,570 | 2,317,500 |
Options outstanding - beginning balance | $ 2.45 | $ 3.41 |
Options granted | 50,000 | 3,615,570 |
Options granted | $ 1.72 | $ 2.31 |
Options forfeited | (2,805,571) | (37,500) |
Options forfeited | $ 2.74 | $ 4.20 |
Options oustanding - ending balance | 3,139,999 | 5,895,570 |
Options outstanding - ending balance | $ 2.17 | $ 2.45 |
Weighted average remaining contracted term | 4 years 6 months 14 days | |
Aggregate intrinsic value | ||
Options Vested and Exercisable | 2,639,999 | |
Options Vested and Exercisable | $ 1.99 | |
Options Vested and Exercisable | 4 years 5 months 23 days | |
Options Vested and Exercisable |
Equity (Details 2)
Equity (Details 2) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Risk-free interest rate | 0.73% | |
Expected life in years | 5 years 4 months 17 days | |
Weighted Avg. Expected Volatility | 102.07% | |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-free interest rate | 0.21% | |
Expected life in years | 3 years 3 months | |
Weighted Avg. Expected Volatility | 97.20% | |
Maximum [Member] | ||
Risk-free interest rate | 1.67% | |
Expected life in years | 6 years | |
Weighted Avg. Expected Volatility | 110.71% |
Equity (Details 3)
Equity (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total | $ (173,163) | $ 4,206,252 |
Research and Development Expense [Member] | Share-based Payment Arrangement, Option [Member] | ||
Total | 948,938 | 1,536,168 |
General and Administrative Expense [Member] | Share-based Payment Arrangement, Option [Member] | ||
Total | $ (1,122,101) | $ 2,670,084 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Number of shares available for future grants | 16,618,266 | ||
Common stock, Authorized | 500,000,000 | 500,000,000 | |
Common stock, par value | $ 0.00001 | $ 0.00001 | |
Common stock, shares Issued | 87,352,364 | 87,352,364 | |
Common stock, shares outstanding | 87,352,364 | 87,352,364 | |
Number of new shares issued | 0 | 0 | |
Unrecognized compensation cost | $ 1,382,997 | ||
Option term | 4 years 6 months 14 days | ||
Number of option forfeiture and cancellation | 2,805,571 | 37,500 | |
Share based compensation expense | $ 1,314,705 | ||
Recognized expenses | $ 1,141,542 | ||
Consulting Agreement [Member] | Justin Frere [Member] | Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Number of shares purchase | 50,000 | ||
Common stock exercise price | $ 1.72 | ||
Option term | 10 years | ||
Plan 2013 [Member] | |||
Class of Stock [Line Items] | |||
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 $100,000. Options granted pursuant to the 2013 Plan are exercisable no later than ten years after the date of grant. | ||
Excecise price per share limit | not be less than 110% of the fair market value. | ||
2013 Plan [Member] | |||
Class of Stock [Line Items] | |||
Common shares reserved for issuance | 20,000,000 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease right-of-use asset | $ 28,630 | $ 79,462 |
Current maturities of operating lease | 30,497 | 51,125 |
Non-current operating lease | 28,607 | |
Total operating lease liabilities | 30,497 | 79,732 |
Cash paid for amount included in the measurement of lease liabilities for operating lease | $ 52,789 | $ 26,134 |
Remaining term (years) | 6 months 29 days | 1 year 7 months 6 days |
Discount rate | 7.00% | 7.00% |
Right-of-use asset obtained in exchange for lease obligation | $ 98,402 |
Leases (Details 1)
Leases (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 31,213 | |
Total future minimum lease payments | 31,213 | |
Less imputed interest | (716) | |
Total | $ 30,497 | $ 79,732 |
Leases (Details Narrative)
Leases (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Base rent for First year | $ 4,356 |
Base rent for Second year | $ 4,459 |
Lease term | 2 years |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
StemCell Systems [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Incurred expenses | $ 523,840 | $ 480,000 |
Charitable Gift Agreement [Member] | University of Pittsburgh | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Donation | $ 27,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2020 | Jun. 22, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 02, 2020 | |
Related Party Transaction [Line Items] | |||||
Compensation | $ 1,314,705 | ||||
Vector Asset Management, Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Compensation | $ 120,000 | ||||
Payment Of Compensation Description | 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 ECA as amended expired. | ||||
Costs and Expenses, Related Party | $ 1,000 | $ 84,000 | |||
Stephen Yan-Klesson | |||||
Related Party Transaction [Line Items] | |||||
Related Party expenses | $ 10,811 | ||||
Kalen Capital Corp [Member] | |||||
Related Party Transaction [Line Items] | |||||
Short-term advance | $ 50,000 | ||||
Payment to related party | $ 65,156 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets (liability): | ||
Net operating loss carryforwards | $ 5,645,000 | $ 4,677,000 |
Fixed asset | (6,000) | 1,000 |
Intangible asset | (18,000) | (16,000) |
Charitable contributions | 53,000 | 53,000 |
Stock-based compensation | 772,000 | 696,000 |
Deferred tax assets gross | 6,446,000 | 5,411,000 |
Valuation allowance | (6,446,000) | (5,411,000) |
Net deferred tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
Permanent differences and other | 1.38% | (3.91%) |
NOL expirations | (1.83%) | (3.10%) |
True-up | 2.60% | 0.03% |
Valuation allowance | (23.15%) | (14.02%) |
Income tax provision (benefit) | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Increase in the valuation allowance | $ 1,035,000 | $ 1,339,000 |
Net operating loss and contribution carryforwards | $ 21,945,000 | |
Capital loss carryforward expiration period | 2018 and expires through the year 2037 | |
Net operating loss and contribution carryforwards expiry | 12,331,000 incurred subsequent do not expire. | |
Tax Reform description | Pursuant to the Tax Reform Act of 1986, annual utilization of the Company’s net operating loss and contribution carryforwards may be limited if a cumulative change in ownership of more than 50% is deemed to occur within any three-year period. The tax years 2018 through 2021 remain open to examination by federal agencies and other jurisdictions in which it operates. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 18, 2022 | Feb. 15, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||
Legal Fees | $ 869,950 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Conversion price | $ 0.45 | ||
Subsequent Event [Member] | Spears And Imes [Member] | |||
Subsequent Event [Line Items] | |||
Legal Fees | $ 1,000,000 | ||
Subsequent Event [Member] | Kalen Capital Corp [Member] | |||
Subsequent Event [Line Items] | |||
Loan | $ 800,000 | ||
Interest rate | 1.00% |