Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 11, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | OncBioMune Pharmaceuticals, Inc | |
Entity Central Index Key | 0001362703 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 295,204,278 | |
Trading Symbol | OBMP | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash | $ 201 | |
Subscription receivable | ||
Prepaid expenses and other current assets | 203,938 | 215,681 |
Total Current Assets | 203,938 | 215,882 |
OTHER ASSETS: | ||
Property and equipment, net | 3,720 | 4,304 |
Right-of-use asset, net | 50,334 | |
Security deposit | 6,400 | 6,400 |
Total Assets | 264,392 | 226,586 |
CURRENT LIABILITIES: | ||
Convertible debt, net | 2,033,169 | 1,434,252 |
Notes payable | 538,875 | 538,875 |
Accounts payable | 713,022 | 550,296 |
Accrued liabilities | 1,022,981 | 884,035 |
Lease payable - current | 35,530 | |
Bank overdraft | 4,658 | |
Derivative liabilities | 6,355,664 | 3,364,032 |
Due to related parties | 347,436 | 315,466 |
Liabilities of discontinued operations | 686,547 | 686,547 |
Total Current Liabilities | 11,737,882 | 7,773,503 |
LONG-TERM LIABILITIES: | ||
Lease payable - LT | 14,804 | |
Total Liabilities | 11,752,686 | 7,773,503 |
Commitments and contingencies (Note 9) | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock: $0.0001 par value, 1,500,000,000 shares authorized; 290,593,112 and 247,661,861 issued and outstanding at March 31, 2019 and December 31, 2018 , respectively | 29,059 | 24,766 |
Common stock issuable: 17,121,265 commons stock issuable as of March 31, 2019 and December 31, 2018 | 1,712 | 1,712 |
Additional paid-in capital | 10,116,828 | 9,613,380 |
Accumulated deficit | (21,636,282) | (17,187,664) |
Total Stockholders' Deficit | (11,488,294) | (7,546,917) |
Total Liabilities and Stockholders' Deficit | 264,392 | 226,586 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock value | 100 | 100 |
Total Stockholders' Deficit | 100 | 100 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock value | 289 | 789 |
Total Stockholders' Deficit | $ 289 | $ 789 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 290,593,112 | 247,661,861 |
Common stock, shares outstanding | 290,593,112 | 247,661,861 |
Common stock issuable, shares | 17,121,265 | 17,121,265 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 7,892,000 | 7,892,000 |
Preferred stock, shares issued | 2,892,000 | 7,892,000 |
Preferred stock, shares outstanding | 2,892,000 | 7,892,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUES | ||
OPERATING EXPENSES: | ||
Professional fees | 174,186 | 177,097 |
Compensation expense | 252,632 | 169,299 |
Research and development expense | 92,618 | 56,879 |
General and administrative expenses | 43,636 | 42,771 |
Total Operating Expenses | 563,072 | 446,046 |
LOSS FROM OPERATIONS | (563,072) | (446,046) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (771,376) | (402,517) |
Derivative income (expense) | (3,077,306) | 9,477,478 |
(Loss) gain on debt extinguishment, net | (36,864) | 617,140 |
Total Other Income (Expense) | (3,885,546) | 9,692,101 |
INCOME (LOSS) FROM CONTINUING OPERATIONS | (4,448,618) | 9,246,055 |
DISCONTINUED OPERATIONS: | ||
Income from discontinued operations | 71,885 | |
Total Income from Discontinued Operations | 71,885 | |
NET INCOME (LOSS) | (4,448,618) | 9,317,940 |
COMPREHENSIVE INCOME (LOSS): | ||
Net income (loss) | (4,448,618) | 9,317,940 |
Other comprehensive loss: | ||
Unrealized foreign currency translation loss | (55,262) | |
Comprehensive income (loss) | $ (4,448,618) | $ 9,262,678 |
NET INCOME (LOSS) PER COMMON SHARE - Basic | ||
Continuing operations | $ (0.02) | $ 0.05 |
Discontinued operations | 0 | |
Net income (loss) per common share - basic | (0.02) | 0.05 |
NET INCOME (LOSS) PER COMMON SHARE - Diluted | ||
Continuing operations | (0.02) | 0 |
Discontinued operations | 0 | |
Net income (loss) per common share - diluted | $ (0.02) | $ 0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic | 282,783,285 | 176,883,491 |
Diluted | 282,783,285 | 500,420,603 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS USD IN OPERATING ACTIVITIES | ||
Net income (loss) | $ (4,448,618) | $ 9,317,940 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 584 | 585 |
Stock-based compensation | 68,383 | 32,621 |
Amortization of debt discount | 615,806 | 257,277 |
Derivative expense (income) | 3,077,306 | (9,477,478) |
Loss (gain) on debt extinguishment | 36,864 | (617,140) |
Non-cash interest expense | 115,592 | |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 11,743 | (28,087) |
Accounts payable | 162,726 | (8,952) |
Liabilities of discontinued operations | (71,885) | |
Accrued liabilities and other liabilities | 73,285 | 161,241 |
NET CASH USED IN OPERATING ACTIVITIES | (286,329) | (433,878) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party advances, net | 31,970 | 38,515 |
Proceeds from convertible debt | 290,556 | 466,666 |
Debt issue costs paid | (40,556) | (76,666) |
Bank overdraft | 4,658 | |
Redemption of Series B Preferred | (500) | |
Proceeds from sale of common stock and subscription receivable | 6,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 286,128 | 434,515 |
NET INCREASE (DECREASE) IN CASH | (201) | 637 |
CASH, beginning of the period | 201 | 1,431 |
CASH, end of the period | 2,068 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 1,752 | 62,141 |
Income taxes | ||
Non-cash investing and financing activities: | ||
Issuance of common stock for convertible debt and interest | 227,697 | 335,689 |
Increase in debt discount and derivative liabilities | 89,122 | 569,779 |
Initial amount of ROU asset and related liability | 59,216 | |
Reduction of the ROU asset and related liability | $ 8,882 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Gain [Member] | Total |
Balance at Dec. 31, 2017 | $ 100 | $ 789 | $ 17,034 | $ 8,803,904 | $ (23,655,989) | $ 25,184 | $ (14,808,978) | |
Balance, shares at Dec. 31, 2017 | 1,000,000 | 7,892,000 | 170,336,237 | |||||
Accretion of stock options | 32,621 | 32,621 | ||||||
Shares issued for cash and subscription receivable pursuant to subscription agreements | $ 60 | 5,940 | 6,000 | |||||
Shares issued for cash and subscription receivable pursuant to subscription agreements, shares | 600,000 | |||||||
Common stock issued upon conversion of convertible debt and interest | $ 2,845 | 332,844 | 335,689 | |||||
Common stock issued upon conversion of convertible debt and interest, shares | 28,450,009 | |||||||
Shares issued upon cashless warrant exercise | $ 1,842 | $ (1,842) | ||||||
Shares issued upon cashless warrant exercise, shares | 18,429,093 | |||||||
Foreign currency translation adjustment | $ (55,262) | |||||||
Redemption of Series B Preferred, shares | (55,262) | (55,262) | ||||||
Net loss | $ 9,317,940 | $ 9,317,940 | ||||||
Balance at Mar. 31, 2018 | $ 100 | $ 789 | $ 21,781 | 9,173,467 | (14,338,049) | (30,078) | (5,171,990) | |
Balance, shares at Mar. 31, 2018 | 1,000,000 | 7,892,000 | 217,815,339 | |||||
Balance at Dec. 31, 2018 | $ 100 | $ 789 | $ 24,766 | $ 1,712 | 9,613,380 | (17,187,664) | (7,546,917) | |
Balance, shares at Dec. 31, 2018 | 1,000,000 | 7,892,000 | 247,661,861 | 17,121,265 | ||||
Accretion of stock options | 68,383 | 68,383 | ||||||
Common stock issued upon conversion of convertible debt and interest | $ 4,293 | 435,065 | 439,358 | |||||
Common stock issued upon conversion of convertible debt and interest, shares | 42,931,251 | |||||||
Foreign currency translation adjustment | $ (500) | |||||||
Redemption of Series B Preferred | (5,000,000) | |||||||
Redemption of Series B Preferred, shares | ||||||||
Net loss | (4,448,618) | $ (4,448,618) | ||||||
Balance at Mar. 31, 2019 | $ 100 | $ 289 | $ 2,905 | $ 1,712 | $ 10,116,828 | $ (21,636,282) | $ (11,488,294) | |
Balance, shares at Mar. 31, 2019 | 1,000,000 | 2,892,000 | 290,593,112 | 17,121,265 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS OncBioMune Pharmaceuticals, Inc. (the “Company”, “we”, “us” or “our”) is a biotechnology company specializing in innovative cancer treatment therapies. The Company is a clinical-stage biopharmaceutical company engaged in the development of novel cancer immunotherapy products, with a proprietary vaccine technology that is designed to stimulate the immune system to attack its own cancer while not attacking the patient’s healthy cells. The Company has proprietary rights to an immunotherapy platform with an initial focus on prostate and breast cancers but that may be used to fight any solid tumor. The Company is also developing targeted therapies. Our mission is to improve overall patient condition through innovative bio-immunotherapy with proven treatment protocols, to lower deaths associated with cancer and to reduce the cost of cancer treatment. We believe our technology is safe, and utilizes clinically proven research methods of treatment to provide optimal likelihood of patient recovery. On March 10, 2017 (the “Closing Date”), the Company completed the acquisition of 100% of the issued and outstanding capital stock of Vitel from its shareholders Manuel Cosme Odabachian and Carlos Fernando Alaman Volnie (collectively, the “Vitel Stockholders”) pursuant to the terms and conditions of a Contribution Agreement to the Property of Trust F/2868 entered into among the Company and the Vitel Stockholders on the Closing Date (the “Contribution Agreement”). The Company acquired Vitel for the purpose of commercializing the Company’s ProscaVax™ vaccine technology and cancer technologies in MALA and to utilize Vitel’s distribution network and customer and industry relationships. On December 29, 2017, the Board of Directors of the Company determined to sell or otherwise dispose of its interest in Vitel and OncBioMune México due to disputes with the original Vitel Stockholders and resulting loss of operational control of the assets and operations of Vitel and OncBioMune Mexico. Accordingly, Vitel and OncBioMune México were treated as a discontinued operation through December 31, 2017 and were deconsolidated effective January 1, 2018 (see Note 3). The Company expects to terminate the Contribution Agreement, Stockholders Agreement and Trust Agreement during 2019. On April 3, 2019, the Company filed an amendment to its Articles of Incorporation to increase its authorized common stock from On April 24, 2019, the board of directors of the Company approved resolutions, and on April 26, 2019, certain stockholders representing a majority of our outstanding voting capital on such date approved by written consent the taking of all steps necessary to increase its authorized common stock from 1,500,000,000 shares to 5,000,000,000 shares (see Note 8 and Note 10). The Company’s 5,020,000,000 authorized shares will consist of 5,000,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share. As of the date of this report, the amendment to the articles of incorporations has not been filed with the State of Nevada. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The Company’s consolidated financial statements include the financial statements of OncBioMune Pharmaceuticals, Inc. and its wholly-owned subsidiaries, OncBioMune, Inc. (for all periods presented) and, Vitel and OncBioMune México, S.A. De C.V. (from March 10, 2017 to December 31, 2017) were treated as a discontinued operation through December 31, 2017 and were deconsolidated effective January 1, 2018 (see Note 3). All significant intercompany accounts and transactions have been eliminated in consolidation. Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements These unaudited condensed consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the years ended December 31, 2018 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on April 1, 2019. Going concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying unaudited condensed consolidated financial statements, the Company had net (loss) income from continuing operations of $(4,448,618) and $9,246,055 for the three months ended March 31, 2019 and 2018, respectively, however the net income in 2018 resulted primarily from the change in far value of derivative liabilities. The net cash used in operations were $286,329 and $433,878 for the three months ended March 31, 2019 and 2018, respectively. Additionally, the Company had an accumulated deficit of $21,636,282 and $17,187,664 at March 31, 2019 and December 31, 2018, respectively, had a working capital deficit of $11,533,944 at March 31, 2019, had no revenues from continuing operations since inception, and is currently in default on certain convertible debt instruments. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three months ended March 31, 2019 and year ended December 31, 2018 include the valuation of assets and liabilities of discontinued operations, useful life of property and equipment, valuation of right-of-use (“ROU”) assets and operating lease liabilities, assumptions used in assessing impairment of long-term assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions and the valuation of derivative liabilities. Concentrations Generally, the Company relies on one vendor as a single source of raw materials to produce certain components of its cancer treatment products. Any production shortfall that impairs the supply of the antigen in ProscaVax™ to the Company could have a material adverse effect on the Company’s business, financial condition and results of operations. If the Company is unable to obtain a sufficient quantity of antigen, there could be a substantial delay in successfully developing a second source supplier. Fair value of financial instruments and fair value measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on March 31, 2019. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. At March 31, 2019 At December 31, 2018 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 6,355,664 — — $ 3,364,032 A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at December 31, 2018 $ 3,364,032 Initial valuation of derivative liabilities included in debt discount 89,122 Initial valuation of derivative liabilities included in derivative income (expense) — Reclassification of derivative liabilities to gain on debt extinguishment (174,796 ) Change in fair value included in derivative income (expense) 3,077,306 Balance at March 31, 2019 $ 6,355,664 ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At March 31, 2019 and December 31, 2018, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. There were no balances in excess of FDIC insured levels as of March 31, 2019 and December 31, 2018. The Company has not experienced any losses in such accounts through March 31, 2019. Property and equipment Property are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. For the three months ended March 31, 2019 and 2018, the Company did not record any impairment loss. Derivative liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment. In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The guidance was adopted as of January 1, 2019 and the Company elected to record the effect of this adoption retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the condensed consolidated balance sheet as of the beginning of 2019, the period which the amendment is effective. The Company adopted ASU No. ASU No. 2017-11 in the first quarter of 2019, and the adoption did not have any impact on its consolidated financial statements. Revenue recognition In May 2014, FASB issued an update Accounting Standards Update, ASU 2014-09, establishing ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted this standard on January 1, 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s sources of revenue, the Company has concluded that ASU 2014-09 did not have any impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers and there was no cumulative effect adjustment. The Company does not have revenues from continuing operations in 2019 and 2018. Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Through March 31, 2018, pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company early adopted ASU No. 2018-07 in the second quarter of 2018, and the adoption did not have any impact on its consolidated financial statements. Basic and diluted loss per share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of March 31, 2019 and 2018 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: March 31, 2019 2018 Stock warrants 731,192,217 59,395,910 Convertible debt 538,484,896 126,344,108 Stock options 22,200,000 4,000,000 Series A preferred stock 1,000,000 — Series B preferred stock 2,892,000 — 1,295,769,113 189,740,018 The following table presents a reconciliation of basic and diluted net income per share: Three Months Ended March 31, 2019 2018 Income (loss) per common share - basic: Income (loss) from continuing operations $ (4,650,182 ) $ 9,246,055 Income (loss) from discontinued operations — 71,885 Net income (loss) $ (4,650,182 ) $ 9,317,940 Weighted average common shares outstanding - basic 282,783,285 176,883,491 Net income (loss) per common share – basic: From continuing operations $ (0.02 ) 0.05 From discontinued operations 0.00 0.00 Net income (loss) per common share - basic $ (0.02 ) $ 0.05 Income (loss) per common share - diluted: Income (loss) from continuing operations $ (4,650,182 ) $ 9,246,055 Add: interest of convertible debt — 301,720 Less: derivative loss/(income) and debt settlement loss/(income) — (10,094,618 ) Numerator for loss from continuing operations per common share - diluted (4,650,182 ) (546,843 ) Numerator for income from discontinuing operations per common share - diluted — 71,885 Net loss per common share – diluted $ (4,650,182 ) $ (474,958 ) Weighted average common shares outstanding - basic 282,783,285 176,883,491 Effect of dilutive securities: Stock options and warrants — 79,015,603 Convertible notes payable — 126,344,108 Weighted average common shares outstanding – diluted 282,783,285 500,420,603 Net loss per common share – diluted: From continuing operations $ (0.02 ) (0.00 ) From discontinued operations 0.00 (0.00 ) Net loss per common share - diluted $ (0.02 ) $ (0.00 ) Income taxes The Company accounts for income tax using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes Research and development Research and development costs incurred in the development of the Company’s products are expensed as incurred. For the three months ended March 31, 2019 and 2018, research and development costs were $92,618 and $56,879, respectively, and are included in operating expenses on the accompanying consolidated statements of operations. Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating lease ROU assets represents the right to use the leased asset for the lease term Recent accounting pronouncements In August 2018, the FASB issued ASU 2018-13 —Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement Removals 1. The amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy 2. The policy for timing of transfers between levels 3. The valuation processes for Level 3 fair value measurements 4. For nonpublic entities, the changes in unrealized gains and losses for the period included in earnings for recurring Level 3 fair value measurements held at the end of the reporting period. Modifications 1. In lieu of a roll forward for Level 3 fair value measurements, a nonpublic entity is required to disclose transfers into and out of Level 3 of the fair value hierarchy and purchases and issues of Level 3 assets and liabilities. 2. For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly. 3. The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. Additions 1. The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. 2. The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. In addition, the amendments eliminate at a minimum an entity shall disclose at a minimum Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Discontinued Operations of Vite
Discontinued Operations of Vitel and Oncbiomune Mexico | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Discontinued Operations of Vitel and Oncbiomune Mexico | NOTE 3 – DISCONTINUED OPERATIONS OF VITEL AND ONCBIOMUNE MEXICO On December 29, 2017, the Board of Directors of the Company determined to sell or otherwise dispose of its interest in Vitel and OncBioMune Mexico due to disputes with the original Vitel Stockholders and resulting loss of operational control of the assets and operations of Vitel and OncBioMune Mexico. Accordingly, Vitel and OncBioMune Mexico are now treated as a discontinued operation for all periods presented in accordance with ASC 205-20. At December 31, 2018 and after deconsolidation, the Company has recorded the liabilities of these subsidiaries that existed at December 31, 2017 as a contingent liability and therefore reflected liabilities of discontinued operation of $686,547 on the accompanying consolidated balance sheet, which consist of accounts payable balances incurred through December 31, 2017. This decision will enable the Company to focus more of its efforts and resources on the Phase 2 clinical trial of ProscaVax™ in the United States. Pursuant to ASC Topic 205-20, Presentation of Financial Statements - Discontinued Operations, the business of the OncBioMune Mexico and Vitel are now considered discontinued operations because of management’s decision of December 29, 2017. The assets and liabilities classified as discontinued operations in the Company’s consolidated financial statements as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018 is set forth below. March 31, 2019 December 31, 2018 Assets: Current assets: Cash $ — — Total current assets — — Total assets $ — $ — Liabilities: Current liabilities: Accounts payable $ 686,547 $ 686,547 Due to related parties — — Payroll liabilities — — Total current liabilities 686,547 686,547 Total liabilities $ 686,547 $ 686,547 |
Convertible Debt
Convertible Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Debt | NOTE 4 – CONVERTIBLE DEBT November 2016 Financing On November 23, 2016, the Company entered into Amended and Restated Securities Purchase Agreements (the “Amended and Restated Securities Purchase Agreements”) with three institutional investors (the “Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Amended and Restated Securities Purchase Agreements, the Company issued upon closing to the Purchasers for an aggregate subscription amount of $350,000: (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the “November 2016 Notes”); and (ii) warrants (the “Warrants”) to purchase aggregate of 2,333,334 shares of the Company’s common stock at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the Warrants) (see below for reduction of warrant exercise price) which are exercisable for a period of five years from November 23, 2016. The aggregate principal amount of the November 2016 Notes was $350,000 and the Company received $300,000 after giving effect to the original issue discount of $50,000. The November 2016 Notes bear interest at a rate equal to 10% per annum (which interest rate increased to 24% per annum upon the occurrence of an Event of Default (as defined in the November 2016 Notes)), had a maturity date of July 23, 2017 and were convertible (principal, and interest) at any time after the issuance date into shares of the Company’s common stock at an initial conversion price equal to $0.15 per share (subject to adjustment as provided in the Note) (see below for reduction for reduction of conversion price), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the November 2016 Notes shall be convertible and the November 2016 Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the common stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). Due to non-payment of the November 2016 Notes, an event of default occurred and accordingly, the November 2016 Notes and Warrants are convertible and exercisable based on the default terms. On May 23, 2017, in connection with the November 2016 Notes, the Company entered into forbearance agreements (the “Forbearance Agreements”) with the Purchases whereby the Purchasers waived any event of default, as defined in the November 2016 Notes. The Company failed to make a payment on May 23, 2017 to each of the Holders as required pursuant to the November 2016 Notes which resulted in an event of default under such Notes. As of result of the event of default, the aggregate amount owing under the November 2016 Notes as of May 23, 2017 was increased to $509,135 with such amount including a mandatory default amount of $141,299 and accrued interest of $17,836 resulting in debt settlement expense of $141,299 which was recorded in May 2017. The Forbearance Agreements also provide for the Holders to forbear their right to demand an immediate cash payment of the principal amount due plus accrued interest as a result of the Company’s failure to satisfy its payment obligations to the Holder on May 23, 2017 so long as the Company complies with its other obligations under the November 2016 Notes and the other transaction documents. The Forbearance Agreements did not waive the default interest rate of 24%. In consideration therefore, and as currently set forth in the November 2016 Notes, the Holders shall be entitled to convert such notes from time to time at their discretion in accordance with the terms of the November 2016 Notes and the November 2016 Notes shall not be subject to repayment unless agreed to by the Holder of such Note. In connection with the Forbearance Agreements, in May 2017, the Company increased the principal balance of the November 2016 Notes by $159,135, reduced accrued interest payable by $17,836, and recorded debt settlement expense of $141,299. In 2017, the Company also increased the principal amount of these notes by $42,327 and charged this to interest expense for other default charges and other expenses. In 2017, the Purchasers converted $369,423 and $32,878 of outstanding principal and interest, respectively, of the November 2016 Notes into 8,362,338 shares of common stock. In 2018, the Purchasers fully converted the remaining outstanding principal and interest of $139,712 and $21,869, respectively, of the November 2016 Notes into 13,028,779 shares of common stock. As of December 31 2018, there were no November 2016 Notes outstanding. The November 2016 Notes and related Warrants includes; (i) down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception; and (ii) default conversion and exercise price provisions where, the November 2016 Notes shall be convertible and the November 2016 Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the common stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). Subsequent to the date of these November 2016 Notes, the Company sold stock at a share price of $0.075 per share then to $0.05 per share and then $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price on the November 2016 Notes were lowered to $0.05 per share then to $0.03 per share and then to $0.006 per share and the exercise price of the November 2016 Warrants was lowered to $0.006. Additionally, the total number of November 2016 Warrants were increased on a full ratchet basis from 2,333,334 warrants to 31,759,268 warrants, an increase of 29,425,934 warrants (see Note 8). In September 2017, the Company issued 9,547,087 shares of its common stock upon the cashless exercise of 9,074,076 of these warrants (see Note 8). As of March 31, 2019, there were 22,685,192 warrants outstanding under the November 2016 Warrants. June 2017 Financing On June 2, 2017, the Company entered into a Securities Purchase Agreement (the “Second Securities Purchase Agreement”) with the Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Second Securities Purchase Agreement, the Company issued the Purchasers for an aggregate subscription amount of $233,345: (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the “June 2017 Notes”); and (ii) warrants (the “June 2017 Warrants”) to purchase an aggregate of 1,555,633 shares of the Company’s common stock, par value $0.0001 per share at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the June 2017 Warrants) and exercisable for five years after the issuance date. The aggregate principal amount of the June 2017 Notes was $233,345 and the Company received $190,000 after giving effect to the original issue discount of $33,345 and $10,000 of offering costs. The June 2017 Notes bear interest at a rate equal to 10% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the June 2017 Notes)), have a maturity date of February 2, 2018 and are convertible (principal and interest) at any time after the issuance date, into shares of the Company’s common stock at an initial conversion price equal to $0.15 per share (subject to adjustment as provided in the June 2017 Notes), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the June 2017 Notes shall be convertible and the June 2017 Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the common stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). The June 2017 Notes are currently in default. The June 2017 Notes provide for two amortization payments on the six-month, seven-month and eight-month anniversary of the issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash then the payment is an amount equal to 120% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 125% of the applicable amortization payment. The June 2017 Notes may be prepaid at any time until the 180th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the June 2017 Notes and accrued and unpaid interest during months four through six following the Original Issue Date. In order to prepay the June 2017 Notes, the Company shall provide 20 Trading Days prior written notice to the Holder, during which time the Holder may convert the June 2017 Notes in whole or in part at the Conversion Price. During the six months ended June 30, 2018, the Company also increased the principal amount of these notes by $2,268 for other default charges and other expenses. In 2018, the Purchasers converted $118,786 and $7,036 outstanding principal and interest, respectively, of the June 2017 Notes into 14,864,066 shares of common stock. In addition, pursuant a securities purchase agreement dated September 24, 2018, the Company purchased back from one Purchaser, a June 2017 Note with $37,814 and $4,534 of outstanding principal and interest, respectively, (see- Puritan Settlement Agreement The June 2017 Notes and related June 2017 Warrants includes; (i) down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception; and (ii) default conversion and exercise price provisions where, the June 2017 Notes shall be convertible and the June 2017 Warrants shall be exercisable at Default Conversion Price as defined above. Subsequent to the date of these June 2017 Notes, the Company sold stock at a share price of $0.05 per share and then $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the notes were lowered to $0.006 per shares and the exercise price of the June 2017 Warrants were lowered to $0.006 per share and the total number of June 2017 Warrants were increased on a full ratchet basis from 1,555,632 warrants to 45,372,601 warrants, an increase of 43,816,968 warrants (see Note 8). In 2018, the Company issued 8,498,637 shares of its common stock upon the cashless exercise of 15,124,200 of the June 2017 Warrants. As of March 31, 2019, there were 30,248,401 warrants outstanding under the June 2017 Warrants. July 2017 Financing On July 26, 2017, the Company entered into a Securities Purchase Agreement (the “Third Securities Purchase Agreement”) with the Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Third Securities Purchase Agreement, the Company issued to the Purchasers for an aggregate subscription amount of $300,000: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,883 (the “July 2017 Notes”); and (ii) warrants (the “July 2017 Warrants”) to purchase an aggregate of 4,769,763 shares of the Company’s common stock at an exercise price of $0.10 per share (subject to adjustments under certain conditions as defined in the Warrants). The July 2017 Notes were issued on July 26, 2017. The July 2017 Notes bear interest at a rate equal to 5% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the July 2017 Notes)), have a maturity date of March 25, 2018 and are convertible (principal, and interest) at any time after the issuance date into shares of the Company’s common stock at a conversion price equal to $0.07 per share (subject to adjustment as provided in the July 2017 Notes), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the July 2017 Notes shall be convertible and the July 2017 Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the common stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). The July 2017 Notes are currently in default. The July 2017 Notes provide for three amortization payments on the six-month, seven-month and eight-month anniversary of the issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash then the payment is an amount equal to 110% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 115% of the applicable amortization payment. The July 2017 Notes may be prepaid at any time until the 210th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the July 2017 Notes and accrued and unpaid interest during months four through seven following the Original Issue Date. In order to prepay the July 2017 Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the July 2017 Notes in whole or in part at the Conversion Price. During the year ended December 31, 2018, the Purchasers converted $111,295 and $11,414 outstanding principal and interest, respectively, of the July 2017 Notes into 23,289,433 shares of common stock. In addition, pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, a July 2017 Note with $155,812 and $38,395 of outstanding principal and interest, respectively (see- Puritan Settlement Agreement On June 5, 2018, the original purchaser of the July 2017 Notes entered into an Assignment Agreement (“First Note Assignment”) with the assignee (“First Assignee”) for the sale of a portion of the July 2017 Notes (“First Assigned Note”) with outstanding principal of $111,295 and accrued interest of $29,180. In connection with the First Note Assignment, a default interest in the amount of $53,733 was charged, which was included in the sale price of the First Assigned Note totaling $194,208. On October 16, 2018, the First Assignee, in turn entered into an Assignment Agreement (“Second Note Assignment”) with a another assignee (“Second Assignee”) for the sale of the First Assigned Note with outstanding principal of $194,208 and accrued interest of $3,204. In connection with the Second Note Assignment, a prepayment premium of $49,353 was charged which was included in the sale price of $246,765. In 2018, the Purchasers converted $17,500 of the outstanding principal of the new Note (“Second Assigned Note”), into 3,613,688 shares of common stock. During the three months ended March 31, 2019, the Purchasers converted $45,000 of the outstanding principal of the Second Assigned Note, into 8,188,388 shares of common stock. As of March 31, 2019, the Second Assigned Note had an outstanding principal balance of $184,264 and accrued interest of $0. The July 2017 Notes and related Warrants includes; (i) down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception; and (ii) default conversion and exercise price provisions where, the July 2017 Notes shall be convertible and the July 2017 Warrants shall be exercisable at the Default Conversion Price as define above. Subsequent to the date of these July 2017 Notes, the Company sold stock at a share price of $0.05 per share and then at $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the July 2017 Notes was lowered to $0.006 per share and the exercise price of the July 2017 Warrants was lowered to $0.006 per share and the total number of July 2017 Warrants was increased on a full ratchet basis from 4,769,763 warrants to 79,496,050 warrants, an increase of 74,726,287 warrants (see Note 8). In 2018, the Company issued 24,216,732 shares of its common stock upon the cashless exercise of 26,498,683 of these warrants. As of March 31, 2019, there were 52,997,367 warrants outstanding under the July 2017 Warrants. January 2018 Financing On January 29, 2018, the Company entered into a Securities Purchase Agreement (the “Fourth Securities Purchase Agreement”) with the Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Fourth Securities Purchase Agreement, the Company issued to the Purchasers for an aggregate subscription amount of $333,333: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,333 (the “January 2018 Notes”); and (ii) 5 year warrants (the “January 2018 Warrants”) to purchase an aggregate of 8,333,333 shares of the Company’s common stock par value $0.0001 per share at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the Warrants). The closing under the Fourth Securities Purchase Agreement occurred on January 29, 2018. The aggregate principal amount of the January 2018 Notes is $333,333 and the Company received $295,000 after giving effect to the original issue discount of $33,333 and offering costs of $5,000. These January 2018 Notes bear interest at a rate equal to 5% per annum (which interest rate is increased to 24% per annum upon the occurrence of an Event of Default (as defined in the January 2018 Notes)), have a maturity date of September 29, 2018 and are convertible (principal, and interest) at any time after the issuance date into shares of the Company’s common stock at a conversion price equal to $0.03 per share (subject to adjustment as provided in the January 2018 Notes), provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the January 2018 Notes shall be convertible and the January 2018 Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the common stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). The January 2018 Notes are currently in default. The January 2018 Notes provide for three amortization payments on the six-month, seven-month and eight-month anniversary of the original issue date with each amortization payment being one third of the total outstanding principal and interest. If the six-month amortization payment is made in cash, then the payment is an amount equal to 110% of the applicable amortization payment and if the seven-month or the eight-month amortization payments are made in cash then the payment is an amount equal to 115% of the applicable amortization payment. The January 2018 Notes may be prepaid at any time until the 180th day following the Original Issue Date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the five months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the January 2018 Notes and accrued and unpaid interest during the six month following the Original Issue Date. In order to prepay the January 2018 Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the January 2018 Notes in whole or in part at the Conversion Price. Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, a January 2018 Note with $111,111 and $98,031 outstanding principal and interest, respectively (see- Puritan Settlement Agreement The January 2018 Notes and related Warrants includes; (i) down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception; and (ii) default conversion and exercise price provisions where, the January 2018 Notes shall be convertible and the January 2018 Warrants shall be exercisable at the Default Conversion Price as defined above. The total number of January 2018 Warrants were increased on a full ratchet basis from 8,333,334 warrants to 60,468,638, an aggregate increase of 52,135,304 warrants (see Note 8). Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, warrants to purchase 7,558,580 (post anti-dilution) of the Company’s common stock (see- Puritan Settlement Agreement March 2018 Financing On March 13, 2018, the Company entered into a Securities Purchase Agreement (the “Fifth Securities Purchase Agreement”) securities with the Purchasers for the sale of the Company’s convertible notes and warrants. Pursuant to the terms provided for in the Fifth Purchase Agreement, the Company issued for an aggregate subscription amount of $333,333: (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,333 (the “March 2018 Notes”) and (ii) warrants (the “March 2018 Warrants”) to purchase an aggregate of 12,500,000 shares of the Company’s common stock at an exercise price of $0.04 per share. The aggregate principal amount of the March 2018 Notes is $333,333 and as of the date the Company received $61,000 after giving effect to the original issue discount of $33,333 and offering costs of $10,000 which are treated as a debt discount, the payment of legal and accounting fees of $29,000 not related to March 2018 Notes and the funding of an escrow account held by an escrow agent of $200,000. The March 2018 Notes bear interest at a rate of 5% per year (which interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the March 2018 Notes)), have a maturity date of November 13, 2018 and the principal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the March 2018 Notes); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the March 2018 Notes shall be convertible and the March 2018 Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days of the common stock as reported on the OTCQB or other principal trading market (the “Default Conversion Price”). The March 2018 Notes are currently in default. The March 2018 Notes provide for amortization payments on each of the six-month anniversary of the issue date, seven-month anniversary of the issue date and on the maturity date with each amortization payment being one third of the total outstanding principal and all interest accrued as of the payment date. If the six-month amortization payment is made in cash then the Company shall pay the holder 110% of the applicable amortization payment and if the seven-month or the maturity date amortization payments are made in cash then the Company shall pay the holder 115% of the applicable amortization payment. The holder may elect at its option to receive the amortization payments in common stock subject to certain equity conditions. The March 2018 Notes may be prepaid at any time until the 180th day following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest through the five month anniversary of the issue date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest from the fifth month anniversary of the issue date through the six month anniversary of the issue date. In order to prepay the March 2018 Notes, the Company shall provide 20 trading days prior written notice to the holders, during which time a holder may convert its March 2018 Notes in whole or in part at the conversion price. Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, a convertible note with $111,111 and $97,383 outstanding principal and accrued interest, respectively (see- Puritan Settlement Agreement The March 2018 Notes and related March 2018 Warrants includes; (i) down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception; and (ii) default conversion and exercise price provisions where, the March 2018 Notes shall be convertible and the March 2018 Warrants shall be exercisable the Default Conversion Price as defined above. The total number of March 2018 Warrants was increased on a full ratchet basis from 12,500,000 warrants to 90,702,955, an aggregate increase of 78,202,955 warrants (see Note 8). Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, warrants to purchase 11,337,869 (post anti-dilution) of the Company’s common stock (see- Puritan Settlement Agreement July 2018 Financing On July 25, 2018, the Company entered into a securities purchase agreement (the “Sixth Securities Purchase Agreement”) with an institutional investor for the sale of a convertible note in the aggregate principal amount of $150,000 (the “July 2018 Note”). The July 2018 Note bears interest at 8% per year and matures on July 24, 2019. The July 2018 Note is convertible into common stock at a 25% discount to the average of the closing prices of the common stock for the prior five trading days including the date upon which a notice of conversion is received by the Company or its transfer agent. The holder will not have the right to convert any portion of its note if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to its conversion. The July 2018 Note may be prepaid at the Company’s option at a 105% premium between 30 days and 180 days after issuance, and at a 110% premium between 180 days after issuance and the maturity date. Upon certain events defined in the note as “sale events”, the holder may demand repayment of the note for 125% of the principal plus accrued but unpaid interest. The note also includes certain penalties upon the occurrence of an event of default, including an increase in the principal and reduction in the conversion rate, as further described in the July 2018 Note. The Company agreed to use its best efforts to file a proxy statement and take all necessary corporate actions in order to obtain shareholder approval to increase its authorized shares of common stock or effect a reverse split to allow for reserving sufficient shares of common stock to allow for full conversion of the July 2018 Note. The July 2018 Note are currently in default. As of March 31, 2019, the July 2018 Note had outstanding principal and accrued interest of $150,000 and $14,137, respectively. September 2018 Financing On September 24, 2018, the Company entered into a securities purchase agreement (the “Seventh Purchase Agreement” and together with the Amended and Restated Purchase Agreements and the Second, Third, Fourth, Fifth and Sixth Purchase Agreement, the “Securities Purchase Agreements”) with four accredited investors (the “Seventh Round Purchasers” and together with the Purchasers, the “Note Purchasers”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Seventh Purchase Agreement, the Company issued to the Seventh Round Purchasers for an aggregate subscription amount of $1,361,111; (i) 10% Original Issue Discount 5% Senior Convertible Notes in the aggregate principal amount of $1,361,111 (the “September 2018 Notes”) and (ii) 5 year warrants (the “September 2018 Warrants”) to purchase an aggregate of 51,041,667 shares of the Company’s common stock at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the September 2018 Warrants). The Company received $1,181,643 in aggregate net proceeds from the sale, net of $136,111 original issue discount and $43,357 in legal fees. The September 2018 Notes bear interest at a rate of 5% per year (which interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the September 2018 Notes)), shall mature on May 24, 2019 and the principal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the September 2018 Notes); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the September 2018 Notes shall be convertible and the September 2018 Warrants shall be exercisable at 60% of the lowest closing price during the prior twenty trading days (the “Default Conversion Price”). The September 2018 Notes are currently in default. The September 2018 Notes provide for amortization payments on each of the six-month anniversary of the issue date, seven-month anniversary of the issue date and on the maturity date with each amortization payment being one third of the total outstanding principal and all interest accrued as of the payment date. If the six-month amortization payment is made in cash then the Company shall pay the holder 110% of the applicable amortization payment and if the seven-month or the maturity date amortization payments are made in cash then the Company shall pay the holder 115% of the applicable amortization payment. The holder may elect at its option to receive the amortization payments in common stock subject to certain equity conditions. The Notes may be prepaid at any time until the 180th day following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the note and accrued and unpaid interest through the five month anniversary of the issue date, and (ii) 120% of outstanding principal balance of the notes and accrued and unpaid interest during month six following the original issuance date of the notes. In order to prepay the notes, the Company shall provide 20 trading days prior written notice to the holders, during which time a holder may convert its note in whole or in part at the conversion price. As of March 31, 2019, the September 2018 Notes had outstanding principal and accrued interest of $1,361,111 and $78,683, respectively. The initial exercise price of the September 2018 Warrants is $0.04 per share, subject to adjustment as described below, and the September 2018 Warrants are exercisable for five years after the issuance date. The September 2018 Warrants are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the warrants. The exercise price of the warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. The exercise price of the warrants is also subject to full ratchet price adjustment if the Company issues common stock at a price per share lower than the then-current exercise price of the warrant. Accordingly, pursuant to the default provisions, the September 2018 Notes shall be convertible and the September 2018 Warrants shall be exercisable at the Default Conversion Price as defined above. The total number of September 2018 Warrants was increased on a full ratche |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Loans Payable | NOTE 5 – LOANS PAYABLE From June 2017 to September 2017, the Company entered into loan agreements with several third parties (the “Loans”). Pursuant to the loan agreements, the Company borrowed an aggregate principal amount of $538,875. The Loans bear interest at an annual rate of 33.3%, are unsecured and are in default. As of March 31, 2019 and December 31, 2018, loan principal due to these third parties amounted to $538,875 for both periods. At March 31, 2019 and December 31, 2018, accrued interest payable related to these Loans amounted to $290,024 and $250,777, respectively. |
Operating Lease Right-of-use As
Operating Lease Right-of-use Assets ('ROU') and Operating Lease Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Operating Lease Right-of-use Assets ("ROU") and Operating Lease Liabilities | NOTE 6 – OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES In September 2015, the Company entered into a lease agreement for its corporate facility in Baton Rouge, Louisiana. The lease is for a period of 60 months commencing in September 2015 and expiring in August 2020. Pursuant to the lease agreement, the lease requires the Company to pay a monthly base rent of $3,067 plus a pro rata share of operating expenses beginning September 2015 and of monthly base rent $3,200 beginning plus a pro rata share of operating expenses beginning September 2018. In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs (see Note 2). In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. On January 1, 2019, upon adoption of ASC Topic 842, the Company recorded right-of-use assets and lease liabilities of $59,216. Right-of-use asset (“ROU”) is summarized below: March 31, 2019 Operating office lease $ 59,216 Less accumulated reduction (8,882 ) Balance of ROU asset as of March 31, 2019 $ 50,334 Operating lease liability related to the ROU asset is summarized below: March 31, 2019 Operating office lease $ 59,216 Total lease liabilities 59,216 Reduction of lease liability (8,882 ) Total 50,334 Less: short term portion as of March 31, 2019 (35,530 ) Long term portion as of March 31, 2019 $ 14,804 Fair value of lease payments under non-cancelable operating lease at March 31, 2019 are as follows (see Note 9): Year ended December 31, 2019 $ 38,400 Year ended December 31, 2020 25,600 Total 64,000 Less: payments during the three months ended March 31, 2019 (9,600 ) Lease liability fair value as of March 31, 2019 54,400 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 – RELATED-PARTY TRANSACTIONS Due to related parties From time to time, the Company receives advances from and repays such advances to the Company’s former chief executive officer for working capital purposes and to repay indebtedness. For the three months ended March 31, 2018, due to related party activity consisted of the following: Total Balance due to related parties at December 31, 2018 $ (315,466 ) Working capital advances received (31,970 ) Repayments made — Balance due to related parties at March 31, 2019 $ (347,436 ) |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 8 – STOCKHOLDERS’ DEFICIT Shares Authorized On April 3, 2019, the Company filed an amendment to its Articles of Incorporation to increase its authorized common stock from 1,520,000,000 authorized shares consisted of 1,500,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share. On April 24, 2019, the board of directors of the Company approved resolutions, and on April 26, 2019, certain stockholders representing a majority of our outstanding voting capital on such date approved by written consent the taking of all steps necessary to increase its authorized common stock from 1,500,000,000 shares to 5,000,000,000 shares (see Note 1 and Note 10). The Company’s 5,020,000,000 authorized shares will consist of 5,000,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share. As of the date of this report, the amendment to the articles of incorporation had not been filed with the State of Nevada. Series A Preferred Stock On August 20, 2015, the Company filed the Certificate of Designation with the Nevada Secretary of State, designating 1,000,000 shares of the authorized 20,000,000 Preferred Stock as Series A Preferred Stock. Each holder of Series A Preferred Stock is entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The holders of Series A Preferred Stock shall have no special voting rights and their consent is not required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for the taking of any corporate action. As of March 31, 2019 and December 31, 2018, there were 1,000,000 shares of the Company’s Series A Preferred Stock issued and outstanding. Of these shares, 500,000 are held by our Chief Executive Officer and 500,000 shares are held by a former member of our Board of Directors. Series B Preferred Stock On March 7, 2017, the Company filed a certificate of designation, preferences and rights of Series B preferred stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to designate 7,892,000 shares of its previously authorized preferred stock as Series B preferred stock, par value $0.0001 per share and a stated value of $0.0001 per share. The Certificate of Designation and its filing was approved by the Company’s board of directors without shareholder approval as provided for in the Company’s articles of incorporation and under Nevada law. The holders of shares of Series B preferred stock are entitled to dividends or distributions share for share with the holders of the Common Stock, if, as and when declared from time to time by the Board of Directors. The holders of shares of Series B preferred stock have the following voting rights: ● Each share of Series B preferred stock entitles the holder to 100 votes on all matters submitted to a vote of the Company’s stockholders. ● Except as otherwise provided in the Certificate of Designation, the holders of Series B preferred stock, the holders of Company common stock and the holders of shares of any other Company capital stock having general voting rights and shall vote together as one class on all matters submitted to a vote of the Company’s stockholders; and ● Commencing at any time after the date of issuance of any shares of the Series B Preferred Stock (the “Issuance Date”) and upon the earliest of the occurrence of (i) a holder of the Series B Preferred Stock owning, directly or indirectly as a beneficiary or otherwise, shares of Common Stock which are less than 5.0% of the total outstanding shares of Common Stock, (ii) the date a holder of the Series B Preferred Stock is no longer an employee of the Company or any of its subsidiaries or (iii) five years after the Issuance Date, the Company shall have the right to redeem all of the then outstanding Series B Preferred Stock held by such holder at a price equal to the Stated Value (the “Redemption Price”). The Series B Preferred Stock which is redeemed as provided for in the Certificate of Designations shall be returned to the Company (and, if not so returned, shall automatically be deemed canceled). The Redemption Price shall be mailed to such holder at the holder’s address of record, and the Series B Preferred Stock owned by such holder shall be canceled. In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Corporation, the holders of the Series B Preferred Stock shall be entitled to receive, share for share with the holders of shares of Common Stock and Series A Preferred Stock, all the assets of the Corporation of whatever kind available for distribution to stockholders, after the rights of the holders of the Series A Preferred Stock have been satisfied. In March 2017, the Company issued 2,892,000 shares of Series B Preferred to Jonathan F. Head, Ph. D, the Company’s Chief Executive Officer and a member of the Board of Directors of the Company as provided for in the Contribution Agreement. The Series B preferred stock issued to Dr. Head and were determined to have nominal value of $289, or $0.0001 per shares, and was recorded as compensation expense. In addition, in March 2017 the Company issued 5,000,000 shares of Series B Preferred to Banco Actinver for the benefit of the Vitel Stockholders as partial consideration in the exchange for 100% of the issued and outstanding capital stock of Vitel. (See Note 3). The 5,000,000 shares of Series B preferred stock which primarily gives the holder voting rights and were determined to have nominal value of $500, or $0.0001 per shares. On February 20, 2019, pursuant to the Certificate of Designation, the Company exercised its right to redeem 5,000,000 shares of the Series B Preferred outstanding held by to Banco Actinver, S.A., in its capacity as Trustee of the Trust Agreement for the benefit of Mr. Cosme and Mr. Alaman equal to the stated value. The total redemption price equaled $500 or $0.0001 per share of Series B Preferred. As of March 31, 2019 and December 31, 2018, there were 2,892,000 and 7,892,000 shares of Series B Preferred issued and outstanding, respectively. Common Stock Shares issued for cash ● During the three months ended March 31, 2018, pursuant to a unit subscription agreement, the Company issued 600,000 shares of its unregistered common stock to an investor for cash proceeds of $6,000, or $0.01 per share. ● During the three months ended March 31, 2019, the Company did not issue any shares its common stock for cash. Common stock issued for debt conversion ● During the three months ended March 31, 2018, the Company issued an aggregate of 28,450,009 shares its common stock upon conversion of debt of $249,359 and accrued interest and penalties of $86,330. ● During the three months ended March 31, 2019, the Company issued an aggregate of 42,931,251 shares its common stock upon conversion of debt of $177,766 and accrued interest and penalties of $49,932. These shares of common stock had an aggregate fair value of $439,358 and the Company recorded $211,661 of loss on debt extinguishment related to the note conversions. Shares issued for cashless exercise of warrants ● During the three months ended March 31, 2018, the Company issued 18,429,093 shares of its common stock upon the cashless exercise of 25,357,414 of these warrants. ● During the three months ended March 31, 2019, the Company did not issue any shares its common stock for cashless exercise of warrants. Warrants Warrants issued pursuant to subscription agreements In 2016, in connection with the sale of common stock, the Company issued an aggregate of 971,538 five-year warrants to purchase common shares for an exercise price of $0.30 per common share to investors pursuant to unit subscription agreements. As of March 31, 2019 and December 31, 2018, 968,844 and 971,538 of these warrants were issued and outstanding, respectively. In 2017, in connection with the sale of common stock, the Company issued an aggregate of 4,626,579 five-year warrants to purchase common shares for an exercise price of $0.30 per common share to investors pursuant to unit subscription agreements. As of March 31, 2019 and December 31, 2018, 4,626,579 of these warrants were issued and outstanding. Warrants issued pursuant to Securities Purchase Agreements The warrants detailed below, issued pursuant to the Securities Purchase Agreements (see Note 4), have initial exercise price between $0.175 and $0.04 (subject to adjustments under certain conditions as defined in the agreements) and includes a down-round provision under which the exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception. It also includes a default provision pursuant to which, these Warrants shall be convertible shall be exercisable at the Default Conversion Price as defined in the related Notes (see Note 4). Outstanding warrants for the three months ended March 31, 2019 are summarized as follows: Original warrants issued Anti-dilution adjustment Warrants purchased back - Puritan Settlement Agreement (post anti- dilution) Total warrants exercised (Cashless exercise) Outstanding warrants March 31, 2019 Exercise price at March 31, 2019 November 2016 Warrants 2,333,334 29,424,934 — (9,074,076 ) 22,685,192 $ 0.006 June 2017 Warrants 1,555,633 43,816,968 — (15,124,200 ) 30,248,401 $ 0.006 July 2017 Warrants 4,769,763 74,726,287 — (26,498,683 ) 52,997,367 $ 0.006 January 2018 Warrants 8,333,334 52,135,304 (7,558,580 ) — 52,910,058 $ 0.004 March 2018 Warrants 12,500,000 78,202,955 (11,337,869 ) — 79,365,086 $ 0.004 September 2018 Warrants 51,041,667 435,069,447 — — 486,111,114 $ 0.004 November 2018 Warrants 4,791,667 — — — 4,791,667 $ 0.040 March 2019 Warrants 2,083,333 — — — 2,083,333 $ 0.040 87,408,731 713,375,895 (18,896,449 ) (50,696,959 ) 731,191,218 During the three months ended March 31, 2018, the Company issued 22,684,086 shares of its common stock upon the cashless exercise of 25,357,414 of these warrants. Upon the cashless exercise of these warrants, the Company valued such warrants using the Binomial valuation model and calculated a fair value of $414,092 which was recorded as a reduction of derivative liabilities and as gain on debt extinguishment. No warrants were exercised during the three months ended March 31, 2019. Warrant activities for the three months ended March 31, 2019 are summarized as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding at December 31, 2018 254,713,920 $ 0.021 Issued in connection with financings 2,083,333 0.040 4.99 Increase in warrants related to default adjustment 479,993,081 0.004 4.43 Expired (2,693 ) — — Exercised — — Balance Outstanding at March 31, 2019 736,787,641 $ 0.007 4.16 $ — Exercisable at March 31, 2019 736,787,641 $ 0.007 4.16 $ — Stock options Effective February 18, 2011, our board of directors adopted and approved the 2011 stock option plan. The purpose of the 2011 stock option plan is to enhance the long-term stockholder value of our Company by offering opportunities to directors, key employees, officers, independent contractors and consultants of our Company to acquire and maintain stock ownership in our Company in order to give these persons the opportunity to participate in our Company’s growth and success, and to encourage them to remain in the service of our Company. A total of 43,094 options to acquire shares of our common stock were authorized under the 2011 stock option plan and during the 12 month period after the first anniversary of the adoption of the 2011 stock option plan, by our board of directors and during each 12 month period thereafter, our board of directors is authorized to increase the amount of options authorized under this plan by up to 10,744 shares. No options were granted under the 2011 stock option plan as of March 31, 2019. During the three months ended March 31, 2019 and 2018, the Company did not issue any options to purchase the Company’s common stock. During the three months ended March 31, 2019 and 2018, the Company recorded stock-based compensation expense of $68,383 and $32,621 related to stock options, respectively. The Company uses the Black-Scholes pricing model to determine the fair value of its stock options which requires the Company to make several key judgments including: ● the value of the Company’s common stock; ● the expected life of issued stock options; ● the expected volatility of the Company’s stock price; ● the expected dividend yield to be realized over the life of the stock option; and ● the risk-free interest rate over the expected life of the stock options. The Company’s computation of the expected life of issued stock options was determined based on historical experience of similar awards giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations about employees’ future length of service. The interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. The computation of volatility was based on the historical volatility of the Company’s common stock. At March 31, 2019, there were 22,200,000 options issued and outstanding and 4,700,000 options vested and exercisable. As of March 31, 2019, there was $19,396 of unvested stock-based compensation expense to be recognized through May 9, 2019. The aggregate intrinsic value at March 31, 2019 was $0 which was calculated based on the difference between the quoted share price on March 31, 2019 and the exercise price of the underlying options. Stock option activities for the three months ended March 31, 2019 are summarized as follows: Number of Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding at December 31, 2018 22,200,000 $ 0.06 Granted — $ — — Expired — $ — — Balance Outstanding at March 31, 2019 22,200,000 $ 0.06 8.87 $ — Exercisable at March 31, 2019 4,700,000 $ 0.25 7.96 $ — |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES Employment agreements On February 2, 2016, the Company entered into an employment agreement with Jonathan F. Head, Ph.D. (“Dr. Head”) to serve as the Company’s Chief Executive Officer, the term of which runs for three years (from February 2, 2016 through February 1, 2019) and renews automatically for one year periods unless a written notice of termination is provided not less than 120 days prior to the automatic renewal date. The employment agreement with Dr. Head provides that Dr. Head’s salary for calendar year 2016 shall be $275,000 and for calendar year 2017 and for each calendar year thereafter during the term of the employment agreement with Dr. Head shall be an amount determined by the Board of Directors, which in no event shall be less than the annual salary that was payable by the Company to Dr. Head for the immediately preceding calendar year. On February 2, 2016, the Company entered into an employment agreement with Andrew Kucharchuk (“Mr. Kucharchuk) to serve as the Company’s President and Chief Financial Officer, the term of which runs for three years (from February 2, 2016 through February 1, 2019) and renews automatically for one year periods unless a written notice of termination is provided not less than 120 days prior to the automatic renewal date. The employment agreement with Mr. Kucharchuk provides that Mr. Kucharchuk’s salary for calendar year 2016 shall be $200,000 and for calendar year 2017 and for each calendar year thereafter during the term of the employment agreement with Mr. Kucharchuk shall be an amount determined by the Board of Directors, which in no event shall be less than the annual salary that was payable by the Company to Mr. Kucharchuk for the immediately preceding calendar year. The above executives shall be eligible for an annual target bonus payment in an amount equal to ten percent of his base salary (“Bonus”). The Bonus is determined based on the achievement of certain performance objectives of the Company as established by the Board of Directors. The Bonus may be greater or less than the target Bonus, based on the level of achievement of the applicable performance objectives. Effective December 26, 2018, the Company replaced Dr. Jonathan Head and appointed Dr. Brian Barnett as the new Chief Executive Officer. Dr. Head will continue to serve the Company as the Chairman of the Board of Directors and now as its Chief Scientific Officer effective December 26, 2018. Dr. Head is still negotiating the terms of his new employment agreement for his new position as the Chief Scientific Officer, with the Company, as of the date of this report. On December 26, 2018, Dr. Barnett entered into an employment agreement with us (“Barnett Employment Agreement”) to serve as the Company’s Chief Executive Officer for a term of three years (from December 26, 2018 through December 26, 2021) that renews automatically for one year periods unless a written notice of termination is provided not less than 180 days prior to the automatic renewal date. The Barnett Employment Agreement provides that Dr. Barnett’s salary for calendar year 2019 shall be $250,000 and for each calendar year thereafter during the term of the Barnett Employment Agreement shall be an amount determined by the Board of Directors, which in no event shall be less than the annual salary that was payable by the Company to Dr. Barnett for the immediately preceding calendar year. Dr. Barnett is also eligible to receive a performance based bonus of up to $150,000 upon completion of specific metrics established by the Company’s Board of Directors and is entitled to participate in all medical and other benefits that the Company has established for its employees. Pursuant to the employment agreement, the Company will also grant options to purchase a number of shares of the Company’s common stock equal to $100,000 divided by the volume weighted average price of the Company’s common stock for the ten (10) business days prior to the effective date of the employment agreement. The option grant is subject to continued employment, and will vest ratably over the first three anniversary dates of the grant date. As of March 31, 2019, the options have not been granted by the Board of Directors. Additionally, upon the closing of a transaction during calendar year 2019 which results in the sale of common stock of the Company on terms acceptable to the Board that provides net proceeds to the Company of no less than $4,000,000 (a “Qualifying Transaction”), Dr. Barnett shall be granted options to purchase a number of shares of the Company’s common stock equal to $50,000 divided by the transaction price of the Company’s common stock in the Qualifying Transaction. The option grant is subject to continued employment, and will vest ratably over the first three anniversary dates of the date of the closing of the Qualifying Transaction. Lease Effective September 1, 2015, the Company leases its facilities under a non-cancelable operating lease which expires on August 31, 2020. The Company has the right to renew certain facility leases for an additional five years. Rent expense is $3,200 base rent per month plus operating expense and other fees. Fair value of lease payments under non-cancelable operating lease at March 31, 2019 are as follows (see Note 6): Years ending December 31, Amount 2019 $ 28,800 2020 25,600 Total minimum non-cancelable operating lease payments $ 54,400 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 - SUBSEQUENT EVENTS Authorized Shares: On April 24, 2019, the board of directors of the Company approved resolutions, and on April 26, 2019, certain stockholders representing a majority of our outstanding voting capital on such date approved by written consent the taking of all steps necessary to increase its authorized common stock from 1,500,000,000 shares to 5,000,000,000 shares (see Note 1 and Note 8). The Company’s 5,020,000,000 authorized shares will consist of 5,000,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share. As of the date of this report, the amendment to the articles of incorporation had not been filed with the State of Nevada. Issuance of Stock Options: On April 24, 2019 the board of directors of the Company granted an aggregate of 17,347,245 stock options, outside of the plan, to purchase shares of the Company’s common stock to Dr. Barnett and three non-employee members of the Board, Daniel S. Hoverman, Charles L. Rice and Neal Holcomb. Pursuant to Dr. Barnett’s employment agreement dated December 26, 2018, Dr. Barnett was granted 8,347,245 stock options with exercise price of $0.012 per share, vest dates of; (i) 2,782,415 on January 9, 2020; (ii) 2,782,415 on January 9, 2021; and (iii) 2,782,415 on January 9, 2022 and expire on April 24, 2030. The stock options vest so long as the optionee remains an employee of the Company on the vesting date (except as otherwise provided for in the employment agreement between the Company and the optionee). The fair value of this option grant was estimated on the date of grant using the Black-Scholes option-pricing model and the Company valued these options at a grant date fair value of $81,803 which will be expensed over the vesting period as stock-based compensation. The three non-employee members of the Board were each granted 3,000,000 stock options for a total of 9,000,000 stock options with exercise price of $0.01 per share, vest date of April 24, 2020 and expires on April 24, 2030. The stock options vest so long as the optionee remains a member of the Board on the vesting date. The fair value of this option grant was estimated on the date of grant using the Black-Scholes option-pricing model and the Company valued these options at a grant date fair value of $88,200 which will be expensed over the vesting period as stock-based compensation. April 2019 Financing: On April 1, 2019, the Company entered into a securities purchase agreement (the “Twelfth Purchase Agreement”) for the sale of the Company’s convertible notes and warrants. Pursuant to the Twelfth Purchase Agreement, the Company issued to the Twelfth Round Purchaser for an aggregate subscription amount of $25,000: (i) 10% Original Issue Discount and 5% Senior Convertible Notes in the aggregate principal amount of $27,778 (the “April 2019 Note”) and (ii) 5 year warrants (the “April 2019 Warrant”) to purchase an aggregate of 1,041,667 shares of the Company’s common stock at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the April 2019 Warrant). The Company received $25,000 in aggregate net proceeds from the sale, net of $2,778 original issue discount. The April 2019 Note bears an interest rate of 5% per year (which interest rate shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the April 2019 Note)), shall mature on December 2, 2019 and the principal and interest are convertible at any time at a conversion price equal to $0.02 per share (subject to adjustment as provided in the April 2019 Note); provided, however, that if an event of default has occurred, regardless of whether such Event of Default has been cured or remains ongoing, the April 2019 Note shall be convertible and the April 2019 Warrant shall be exercisable at 60% of the lowest closing price, as reported on the OTCQB or other principal trading market, during the prior twenty trading days (the “Default Conversion Price”). The investor may not convert the April 2019 Note to the extent that such conversion would result in beneficial ownership by the investor and its affiliates of more than 9.9% of the Company’s issued and outstanding common stock. The April 2019 Note may be prepaid at anytime until the 180th following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the April 2019 Note and accrued and unpaid interest during the period from the original issue date through the five months following the original issue date, and (ii) 120% of the outstanding principal balance of the April 2019 Note and accrued and unpaid interest during month six following the original issue date. In order to prepay the April 2019 Note, the Company shall provide twenty trading days prior written notice to the lender, during which time the investor may convert the April 2019 Note in whole or in part at the conversion price. The initial exercise price of the April 2019 Warrant is $0.04 per share, subject to adjustment as described below, and the April 2019 Warrant are exercisable for five years after the issuance date. The April 2019 Warrant are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the warrants. The exercise price of the warrants is subject to adjustment in the event of default, certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to the Company’s stockholders. Pursuant to the default provision, the April 2019 Warrant shall be exercisable at the Default Conversion Price as defined above. The exercise price of the warrants is also subject to full ratchet price adjustment if the Company issues common stock at a price per share lower than the then-current exercise price of the warrant. On April 29, 2019, The Company entered into Securities Purchase Agreements (each, an “SPA”) with a group of investors (the “Investors”) to purchase a series of convertible notes (the “April 2019 Notes II”) and accompanying warrants (the “April 2019 Warrants II”) for an aggregate investment amount of $184,950.00. Each SPA contains customary representations, warranties, and covenants of the Company and each Investor as detailed therein. The April 2019 Notes II were issued with a 10% original issuance discount and have an aggregate face value of $205,500.00 and bear an interest rate of 5% per annum (which shall increase to 18% per year upon the occurrence of an “Event of Default” (as defined in the April 2019 Notes II)), shall mature on December 29, 2019 (the “ Maturity Date In connection with the April 2019 Notes II, each Investor was issued a warrant (the “April 2019 Warrants II”) to purchase an amount of common stock equal to 75% of the Shares issuable upon conversion of the April 2019 Notes II issued to such Investor at an exercise price of $0.04 per share (subject to adjustment as provided therein) until April 29, 2024. The April 2019 Warrants II are exercisable for cash at any time and are exercisable on a cashless basis at any time there is no effective registration statement registering the shares of common stock underlying the warrants. Conversion of Convertible Debt: Subsequent to the three months ended March 31, 2019, The Purchasers converted $4,780 and $9,074 of outstanding principal and interest into 4,496,998 shares of common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of presentation and principles of consolidation The Company’s consolidated financial statements include the financial statements of OncBioMune Pharmaceuticals, Inc. and its wholly-owned subsidiaries, OncBioMune, Inc. (for all periods presented) and, Vitel and OncBioMune México, S.A. De C.V. (from March 10, 2017 to December 31, 2017) were treated as a discontinued operation through December 31, 2017 and were deconsolidated effective January 1, 2018 (see Note 3). All significant intercompany accounts and transactions have been eliminated in consolidation. Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements These unaudited condensed consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the years ended December 31, 2018 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on April 1, 2019. |
Going Concern | Going concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying unaudited condensed consolidated financial statements, the Company had net (loss) income from continuing operations of $(4,448,618) and $9,246,055 for the three months ended March 31, 2019 and 2018, respectively, however the net income in 2018 resulted primarily from the change in far value of derivative liabilities. The net cash used in operations were $286,329 and $433,878 for the three months ended March 31, 2019 and 2018, respectively. Additionally, the Company had an accumulated deficit of $21,636,282 and $17,187,664 at March 31, 2019 and December 31, 2018, respectively, had a working capital deficit of $11,533,944 at March 31, 2019, had no revenues from continuing operations since inception, and is currently in default on certain convertible debt instruments. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Use of Estimates | Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the three months ended March 31, 2019 and year ended December 31, 2018 include the valuation of assets and liabilities of discontinued operations, useful life of property and equipment, valuation of right-of-use (“ROU”) assets and operating lease liabilities, assumptions used in assessing impairment of long-term assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions and the valuation of derivative liabilities. |
Concentrations | Concentrations Generally, the Company relies on one vendor as a single source of raw materials to produce certain components of its cancer treatment products. Any production shortfall that impairs the supply of the antigen in ProscaVax™ to the Company could have a material adverse effect on the Company’s business, financial condition and results of operations. If the Company is unable to obtain a sufficient quantity of antigen, there could be a substantial delay in successfully developing a second source supplier. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair value of financial instruments and fair value measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on March 31, 2019. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. At March 31, 2019 At December 31, 2018 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 6,355,664 — — $ 3,364,032 A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at December 31, 2018 $ 3,364,032 Initial valuation of derivative liabilities included in debt discount 89,122 Initial valuation of derivative liabilities included in derivative income (expense) — Reclassification of derivative liabilities to gain on debt extinguishment (174,796 ) Change in fair value included in derivative income (expense) 3,077,306 Balance at March 31, 2019 $ 6,355,664 ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
Cash and Cash Equivalents | Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At March 31, 2019 and December 31, 2018, the Company did not have any cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. There were no balances in excess of FDIC insured levels as of March 31, 2019 and December 31, 2018. The Company has not experienced any losses in such accounts through March 31, 2019. |
Property and Equipment | Property and equipment Property are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Impairment of Long-lived Assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. For the three months ended March 31, 2019 and 2018, the Company did not record any impairment loss. |
Derivative Liabilities | Derivative liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment. In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The guidance was adopted as of January 1, 2019 and the Company elected to record the effect of this adoption retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the condensed consolidated balance sheet as of the beginning of 2019, the period which the amendment is effective. The Company adopted ASU No. ASU No. 2017-11 in the first quarter of 2019, and the adoption did not have any impact on its consolidated financial statements. |
Revenue Recognition | Revenue recognition In May 2014, FASB issued an update Accounting Standards Update, ASU 2014-09, establishing ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted this standard on January 1, 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s sources of revenue, the Company has concluded that ASU 2014-09 did not have any impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers and there was no cumulative effect adjustment. The Company does not have revenues from continuing operations in 2019 and 2018. |
Stock-based Compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Through March 31, 2018, pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company early adopted ASU No. 2018-07 in the second quarter of 2018, and the adoption did not have any impact on its consolidated financial statements. |
Basic and Diluted Loss Per Share | Basic and diluted loss per share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of March 31, 2019 and 2018 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: March 31, 2019 2018 Stock warrants 731,192,217 59,395,910 Convertible debt 538,484,896 126,344,108 Stock options 22,200,000 4,000,000 Series A preferred stock 1,000,000 — Series B preferred stock 2,892,000 — 1,295,769,113 189,740,018 The following table presents a reconciliation of basic and diluted net income per share: Three Months Ended March 31, 2019 2018 Income (loss) per common share - basic: Income (loss) from continuing operations $ (4,650,182 ) $ 9,246,055 Income (loss) from discontinued operations — 71,885 Net income (loss) $ (4,650,182 ) $ 9,317,940 Weighted average common shares outstanding - basic 282,783,285 176,883,491 Net income (loss) per common share – basic: From continuing operations $ (0.02 ) 0.05 From discontinued operations 0.00 0.00 Net income (loss) per common share - basic $ (0.02 ) $ 0.05 Income (loss) per common share - diluted: Income (loss) from continuing operations $ (4,650,182 ) $ 9,246,055 Add: interest of convertible debt — 301,720 Less: derivative loss/(income) and debt settlement loss/(income) — (10,094,618 ) Numerator for loss from continuing operations per common share - diluted (4,650,182 ) (546,843 ) Numerator for income from discontinuing operations per common share - diluted — 71,885 Net loss per common share – diluted $ (4,650,182 ) $ (474,958 ) Weighted average common shares outstanding - basic 282,783,285 176,883,491 Effect of dilutive securities: Stock options and warrants — 79,015,603 Convertible notes payable — 126,344,108 Weighted average common shares outstanding – diluted 282,783,285 500,420,603 Net loss per common share – diluted: From continuing operations $ (0.02 ) (0.00 ) From discontinued operations 0.00 (0.00 ) Net loss per common share - diluted $ (0.02 ) $ (0.00 ) |
Income Taxes | Income taxes The Company accounts for income tax using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes |
Research and Development | Research and development Research and development costs incurred in the development of the Company’s products are expensed as incurred. For the three months ended March 31, 2019 and 2018, research and development costs were $92,618 and $56,879, respectively, and are included in operating expenses on the accompanying consolidated statements of operations. |
Related Parties | Related parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Leases | Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating lease ROU assets represents the right to use the leased asset for the lease term |
Recent Accounting Pronouncements | Recent accounting pronouncements In August 2018, the FASB issued ASU 2018-13 —Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement Removals 1. The amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy 2. The policy for timing of transfers between levels 3. The valuation processes for Level 3 fair value measurements 4. For nonpublic entities, the changes in unrealized gains and losses for the period included in earnings for recurring Level 3 fair value measurements held at the end of the reporting period. Modifications 1. In lieu of a roll forward for Level 3 fair value measurements, a nonpublic entity is required to disclose transfers into and out of Level 3 of the fair value hierarchy and purchases and issues of Level 3 assets and liabilities. 2. For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly. 3. The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. Additions 1. The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. 2. The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. In addition, the amendments eliminate at a minimum an entity shall disclose at a minimum Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Based on Short - Term Maturity | The carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-term maturity of these instruments. At March 31, 2019 At December 31, 2018 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 6,355,664 — — $ 3,364,032 |
Schedule of Roll Forward of Level 3 Valuation Financial Instrument | A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at December 31, 2018 $ 3,364,032 Initial valuation of derivative liabilities included in debt discount 89,122 Initial valuation of derivative liabilities included in derivative income (expense) — Reclassification of derivative liabilities to gain on debt extinguishment (174,796 ) Change in fair value included in derivative income (expense) 3,077,306 Balance at March 31, 2019 $ 6,355,664 |
Schedule of Anti-dilutive Shares Outstanding | The following potentially dilutive equity securities outstanding as of March 31, 2019 and 2018 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: March 31, 2019 2018 Stock warrants 731,192,217 59,395,910 Convertible debt 538,484,896 126,344,108 Stock options 22,200,000 4,000,000 Series A preferred stock 1,000,000 — Series B preferred stock 2,892,000 — 1,295,769,113 189,740,018 |
Schedule of Reconciliation of Basic and Diluted Net Loss Per Share | The following table presents a reconciliation of basic and diluted net income per share: Three Months Ended March 31, 2019 2018 Income (loss) per common share - basic: Income (loss) from continuing operations $ (4,650,182 ) $ 9,246,055 Income (loss) from discontinued operations — 71,885 Net income (loss) $ (4,650,182 ) $ 9,317,940 Weighted average common shares outstanding - basic 282,783,285 176,883,491 Net income (loss) per common share – basic: From continuing operations $ (0.02 ) 0.05 From discontinued operations 0.00 0.00 Net income (loss) per common share - basic $ (0.02 ) $ 0.05 Income (loss) per common share - diluted: Income (loss) from continuing operations $ (4,650,182 ) $ 9,246,055 Add: interest of convertible debt — 301,720 Less: derivative loss/(income) and debt settlement loss/(income) — (10,094,618 ) Numerator for loss from continuing operations per common share - diluted (4,650,182 ) (546,843 ) Numerator for income from discontinuing operations per common share - diluted — 71,885 Net loss per common share – diluted $ (4,650,182 ) $ (474,958 ) Weighted average common shares outstanding - basic 282,783,285 176,883,491 Effect of dilutive securities: Stock options and warrants — 79,015,603 Convertible notes payable — 126,344,108 Weighted average common shares outstanding – diluted 282,783,285 500,420,603 Net loss per common share – diluted: From continuing operations $ (0.02 ) (0.00 ) From discontinued operations 0.00 (0.00 ) Net loss per common share - diluted $ (0.02 ) $ (0.00 ) |
Discontinued Operations of Vi_2
Discontinued Operations of Vitel and Oncbiomune Mexico (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations Financial Statements | The assets and liabilities classified as discontinued operations in the Company’s consolidated financial statements as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018 is set forth below. March 31, 2019 December 31, 2018 Assets: Current assets: Cash $ — — Total current assets — — Total assets $ — $ — Liabilities: Current liabilities: Accounts payable $ 686,547 $ 686,547 Due to related parties — — Payroll liabilities — — Total current liabilities 686,547 686,547 Total liabilities $ 686,547 $ 686,547 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | During the three months ended March 31, 2019, the fair value of the derivative liabilities was estimated using the Binomial valuation model with the following assumptions: Dividend rate — % Term (in years) 0.01 to 5.00 years Volatility 165.2% to 189.3 % Risk-free interest rate 2.21% to 2.99 % |
Schedule of Convertible Note | At March 31, 2019 and December 31, 2018, the convertible debt consisted of the following: March 31, 2019 December 31, 2018 Principal amount $ 2,549,183 $ 2,436,394 Less: unamortized debt discount (516,014 ) (1,002,142 ) Convertible note payable, net $ 2,033,169 $ 1,434,252 |
Operating Lease Right-of-use _2
Operating Lease Right-of-use Assets and Operating Lease Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Schedule of Right-of-use Assets | Right-of-use asset (“ROU”) is summarized below: March 31, 2019 Operating office lease $ 59,216 Less accumulated reduction (8,882 ) Balance of ROU asset as of March 31, 2019 $ 50,334 |
Schedule of Operating Lease Liability | Operating lease liability related to the ROU asset is summarized below: March 31, 2019 Operating office lease $ 59,216 Total lease liabilities 59,216 Reduction of lease liability (8,882 ) Total 50,334 Less: short term portion as of March 31, 2019 (35,530 ) Long term portion as of March 31, 2019 $ 14,804 |
Schedule of Operating Lease Payments Under Non-cancelable Lease | Fair value of lease payments under non-cancelable operating lease at March 31, 2019 are as follows (see Note 6): Years ending December 31, Amount 2019 $ 28,800 2020 25,600 Total minimum non-cancelable operating lease payments $ 54,400 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties Activity | For the three months ended March 31, 2018, due to related party activity consisted of the following: Total Balance due to related parties at December 31, 2018 $ (315,466 ) Working capital advances received (31,970 ) Repayments made — Balance due to related parties at March 31, 2019 $ (347,436 ) |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding | Outstanding warrants for the three months ended March 31, 2019 are summarized as follows: Original warrants issued Anti-dilution adjustment Warrants purchased back - Puritan Settlement Agreement (post anti- dilution) Total warrants exercised (Cashless exercise) Outstanding warrants March 31, 2019 Exercise price at March 31, 2019 November 2016 Warrants 2,333,334 29,424,934 — (9,074,076 ) 22,685,192 $ 0.006 June 2017 Warrants 1,555,633 43,816,968 — (15,124,200 ) 30,248,401 $ 0.006 July 2017 Warrants 4,769,763 74,726,287 — (26,498,683 ) 52,997,367 $ 0.006 January 2018 Warrants 8,333,334 52,135,304 (7,558,580 ) — 52,910,058 $ 0.004 March 2018 Warrants 12,500,000 78,202,955 (11,337,869 ) — 79,365,086 $ 0.004 September 2018 Warrants 51,041,667 435,069,447 — — 486,111,114 $ 0.004 November 2018 Warrants 4,791,667 — — — 4,791,667 $ 0.040 March 2019 Warrants 2,083,333 — — — 2,083,333 $ 0.040 87,408,731 713,375,895 (18,896,449 ) (50,696,959 ) 731,191,218 |
Schedule of Warrant Activities | Warrant activities for the three months ended March 31, 2019 are summarized as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding at December 31, 2018 254,713,920 $ 0.021 Issued in connection with financings 2,083,333 0.040 4.99 Increase in warrants related to default adjustment 479,993,081 0.004 4.43 Expired (2,693 ) — — Exercised — — Balance Outstanding at March 31, 2019 736,787,641 $ 0.007 4.16 $ — Exercisable at March 31, 2019 736,787,641 $ 0.007 4.16 $ — |
Schedule of Stock Option Activities | Stock option activities for the three months ended March 31, 2019 are summarized as follows: Number of Option Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding at December 31, 2018 22,200,000 $ 0.06 Granted — $ — — Expired — $ — — Balance Outstanding at March 31, 2019 22,200,000 $ 0.06 8.87 $ — Exercisable at March 31, 2019 4,700,000 $ 0.25 7.96 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | Fair value of lease payments under non-cancelable operating lease at March 31, 2019 are as follows (see Note 6): Years ending December 31, Amount 2019 $ 28,800 2020 25,600 Total minimum non-cancelable operating lease payments $ 54,400 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - $ / shares | Apr. 03, 2019 | Mar. 31, 2019 | Feb. 20, 2019 | Dec. 31, 2018 | Mar. 10, 2017 |
Common stock, shares authorized | 1,520,000,000 | 1,500,000,000 | 1,500,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock [Member] | |||||
Common stock, shares authorized | 1,500,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Preferred stock, shares authorized | 20,000,000 | ||||
Preferred stock, par value | $ 0.0001 | ||||
Minimum [Member] | |||||
Common stock, shares authorized | 500,000,000 | ||||
Maximum [Member] | |||||
Common stock, shares authorized | 1,500,000,000 | ||||
April 26, 2019 [Member] | |||||
Common stock, shares authorized | 5,020,000,000 | ||||
Preferred stock, shares authorized | 20,000,000 | ||||
Preferred stock, par value | $ 0.0001 | ||||
April 26, 2019 [Member] | Common Stock [Member] | |||||
Common stock, shares authorized | 5,000,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
April 26, 2019 [Member] | Minimum [Member] | |||||
Common stock, shares authorized | 1,500,000,000 | ||||
April 26, 2019 [Member] | Maximum [Member] | |||||
Common stock, shares authorized | 5,000,000,000 | ||||
Vitel Stockholders [Member] | |||||
Acquisition percentage of issued and outstanding | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Income (loss) from continuing operations | $ (4,448,618) | $ 9,246,055 | |
Net cash used in operations | (286,329) | (433,878) | |
Accumulated deficit | (21,636,282) | $ (17,187,664) | |
Working capital deficit | 11,533,944 | ||
Revenue from continuing operations | |||
Cash equivalents | |||
Cash FDIC | |||
Impairment loss | |||
Uncertain tax portion | |||
Interest and penalties | |||
Research and development costs | $ 92,618 | $ 56,879 | |
Minimum [Member] | |||
Estimated useful lives | 3 years | ||
Maximum [Member] | |||
Estimated useful lives | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Fair Value Based on Short - Term Maturity (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative liabilities | $ 6,355,664 | $ 3,364,032 |
Level 1 [Member] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Derivative liabilities | $ 6,355,664 | $ 3,364,032 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Roll Forward of Level 3 Valuation Financial Instrument (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |
Balance at beginning of year | $ 3,364,032 |
Initial valuation of derivative liabilities included in debt discount | 89,122 |
Initial valuation of derivative liabilities included in derivative income (expense) | |
Reclassification of derivative liabilities to gain on debt extinguishment | (174,796) |
Change in fair value included in derivative income (expense) | 3,077,306 |
Balance at end of year | $ 6,355,664 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total antidilutive securities excluded from computation of earnings per share | 1,295,769,113 | 189,740,018 |
Stock Warrants [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 731,192,217 | 59,395,910 |
Convertible Debt [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 538,484,896 | 126,344,108 |
Stock Options [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 22,200,000 | 4,000,000 |
Series A Preferred Stock [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 1,000,000 | |
Series B Preferred Stock [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 2,892,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Reconciliation of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Income (loss) from continuing operations | $ (4,448,618) | $ 9,246,055 |
Income (loss) from discontinued operations | 71,885 | |
Net income (loss) | $ (4,448,618) | $ 9,317,940 |
Weighted average common shares outstanding - basic | 282,783,285 | 176,883,491 |
Net income (loss) per common share From continuing operations - basic | $ (0.02) | $ 0.05 |
Net income (loss) per common share From discontinued operations - basic | 0 | |
Net income (loss) per common share - basic | $ (0.02) | $ 0.05 |
Add: interest of convertible debt | $ 301,720 | |
Less: derivative loss/(income) and debt settlement loss/(income) | (10,094,618) | |
Numerator for loss from continuing operations per common share - diluted | (2,063,451) | (546,843) |
Numerator for income from discontinuing operations per common share - diluted | 71,885 | |
Net loss per common share - diluted | $ (2,063,451) | $ (474,958) |
Stock options and warrants | 79,015,603 | |
Convertible notes payable | 126,344,108 | |
Weighted average common shares outstanding - diluted | 282,783,285 | 500,420,603 |
Net loss per common share From continuing operations - diluted | $ (0.02) | $ 0 |
Net loss per common share From discontinued operations - diluted | 0 | |
Net loss per common share - diluted | $ (0.02) | $ 0 |
Discontinued Operations of Vi_3
Discontinued Operations of Vitel and Oncbiomune Mexico (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Liabilities of discontinued operations | $ 686,547 | $ 686,547 |
Discontinued Operations of Vi_4
Discontinued Operations of Vitel and Oncbiomune Mexico - Schedule of Discontinued Operations Financial Statements (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cash | ||
Total current assets | ||
Total assets | ||
Accounts payable | 686,547 | 686,547 |
Due to related parties | ||
Payroll liabilities | ||
Total current liabilities | 686,547 | 686,547 |
Total liabilities | $ 686,547 | $ 686,547 |
Convertible Debt (Details Narra
Convertible Debt (Details Narrative) - USD ($) | Mar. 25, 2019 | Jan. 18, 2019 | Nov. 13, 2018 | Oct. 16, 2018 | Sep. 24, 2018 | Jul. 25, 2018 | Mar. 13, 2018 | Jan. 29, 2018 | Jul. 26, 2017 | Jun. 02, 2017 | May 23, 2017 | Nov. 23, 2016 | Sep. 30, 2017 | May 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 05, 2018 | Oct. 31, 2014 |
Interest expense debt | $ 301,720 | |||||||||||||||||||||
Price of convertible note | $ 2,549,183 | $ 2,436,394 | ||||||||||||||||||||
Common stock upon conversion of debt, shares | 9,547,087 | |||||||||||||||||||||
Cashless exercise warrants, shares | 9,074,076 | |||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Gain on extinguishment of debt | $ (36,864) | 617,140 | ||||||||||||||||||||
Proceeds from convertible note | 290,556 | 466,666 | ||||||||||||||||||||
Derivative income (expense) | (3,077,306) | 9,477,478 | ||||||||||||||||||||
Amortization of debt discounts | $ 615,806 | 257,277 | ||||||||||||||||||||
June 2017 Warrants [Member] | ||||||||||||||||||||||
Warrant to purchase common shares | 1,555,633 | |||||||||||||||||||||
Warrant exercise price | $ 0.006 | |||||||||||||||||||||
Common stock upon conversion of debt, shares | 8,498,637 | |||||||||||||||||||||
Number of warrants outstanding | 30,248,401 | |||||||||||||||||||||
Cashless exercise warrants, shares | 15,124,200 | |||||||||||||||||||||
July 2017 Warrants [Member] | ||||||||||||||||||||||
Warrant to purchase common shares | 4,769,763 | |||||||||||||||||||||
Warrant exercise price | $ 0.006 | |||||||||||||||||||||
Common stock upon conversion of debt, shares | 24,216,732 | |||||||||||||||||||||
Number of warrants outstanding | 52,997,367 | |||||||||||||||||||||
Cashless exercise warrants, shares | 26,498,683 | |||||||||||||||||||||
March 2018 Warrants [Member] | ||||||||||||||||||||||
Warrant to purchase common shares | 12,500,000 | |||||||||||||||||||||
Warrant exercise price | $ 0.004 | |||||||||||||||||||||
Number of warrants outstanding | 79,365,086 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | June 2017 Warrants [Member] | ||||||||||||||||||||||
Warrant exercise price | $ 0.006 | |||||||||||||||||||||
Debt conversion price | $ 0.006 | |||||||||||||||||||||
Sale of stock, description of transaction | Subsequent to the date of these June 2017 Notes, the Company sold stock at a share price of $0.05 per share and then $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the notes were lowered to $0.006 per shares and the exercise price of the June 2017 Warrants were lowered to $0.006 per share and the total number of June 2017 Warrants were increased on a full ratchet basis from 1,555,632 warrants to 45,372,601 warrants, an increase of 43,816,968 warrants | |||||||||||||||||||||
Sale of stock price per share | $ 0.05 | |||||||||||||||||||||
Number of warrants outstanding | 1,555,632 | |||||||||||||||||||||
Number of warrants increased | 43,816,968 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Maximum [Member] | June 2017 Warrants [Member] | ||||||||||||||||||||||
Number of warrants outstanding | 45,372,601 | |||||||||||||||||||||
November 2016 Warrants [Member] | ||||||||||||||||||||||
Number of warrants outstanding | 22,685,192 | |||||||||||||||||||||
2nd Securities Purchase Agreement [Member] | June 2017 Warrants [Member] | ||||||||||||||||||||||
Warrant to purchase common shares | 1,555,633 | |||||||||||||||||||||
Warrant exercise price | $ 0.175 | |||||||||||||||||||||
Third Securities Purchase Agreements [Member] | July 2017 Warrants [Member] | ||||||||||||||||||||||
Warrant exercise price | $ 0.006 | |||||||||||||||||||||
Debt conversion price | $ 0.006 | |||||||||||||||||||||
Sale of stock, description of transaction | Subsequent to the date of these July 2017 Notes, the Company sold stock at a share price of $0.05 per share and then at $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the July 2017 Notes was lowered to $0.006 per share and the exercise price of the July 2017 Warrants was lowered to $0.006 per share and the total number of July 2017 Warrants was increased on a full ratchet basis from 4,769,763 warrants to 79,496,050 warrants, an increase of 74,726,287 warrants | |||||||||||||||||||||
Sale of stock price per share | $ 0.05 | |||||||||||||||||||||
Number of warrants outstanding | 4,769,763 | |||||||||||||||||||||
Number of warrants increased | 74,726,287 | |||||||||||||||||||||
Third Securities Purchase Agreements [Member] | Maximum [Member] | July 2017 Warrants [Member] | ||||||||||||||||||||||
Number of warrants outstanding | 79,496,050 | |||||||||||||||||||||
Third Securities Purchase Agreement [Member] | July 2017 Notes [Member] | ||||||||||||||||||||||
Debt face amount | $ 44,518 | |||||||||||||||||||||
Accrued interest | 21,473 | |||||||||||||||||||||
First Note Assignment [Member] | July 2017 Notes [Member] | ||||||||||||||||||||||
Debt face amount | $ 111,295 | |||||||||||||||||||||
Debt default interest | 53,733 | |||||||||||||||||||||
Debt instrument default amount | 194,208 | |||||||||||||||||||||
Accrued interest | $ 29,180 | |||||||||||||||||||||
Second Note Assignment [Member] | July 2017 Notes [Member] | ||||||||||||||||||||||
Debt face amount | $ 194,208 | |||||||||||||||||||||
Accrued interest | 3,204 | |||||||||||||||||||||
Price of convertible note | 246,765 | |||||||||||||||||||||
Prepayment premium | $ 49,353 | |||||||||||||||||||||
Fifth Securities Purchase Agreement [Member] | March 2018 Notes [Member] | ||||||||||||||||||||||
Debt face amount | $ 111,111 | 182,238 | ||||||||||||||||||||
Accrued interest | $ 97,383 | 42,069 | ||||||||||||||||||||
Fifth Securities Purchase Agreement [Member] | March 2017 Notes [Member] | ||||||||||||||||||||||
Debt face amount | 39,984 | |||||||||||||||||||||
Accrued interest | $ 188 | |||||||||||||||||||||
Common stock upon conversion of debt, shares | 7,826,868 | |||||||||||||||||||||
Fifth Securities Purchase Agreement [Member] | March 2018 Warrants [Member] | ||||||||||||||||||||||
Warrant to purchase common shares | 11,337,869 | |||||||||||||||||||||
Number of warrants outstanding | 12,500,000 | 79,365,086 | ||||||||||||||||||||
Number of warrants increased | 78,202,955 | |||||||||||||||||||||
Fifth Securities Purchase Agreement [Member] | Maximum [Member] | March 2018 Warrants [Member] | ||||||||||||||||||||||
Number of warrants outstanding | 90,702,955 | |||||||||||||||||||||
Seventh Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Debt face amount | $ 177,766 | |||||||||||||||||||||
Reduced accrued interest payable | 36,134 | |||||||||||||||||||||
Accrued interest | $ 13,798 | |||||||||||||||||||||
Common stock upon conversion of debt, shares | 42,931,251 | |||||||||||||||||||||
Puritan Settlement Agreement [Member] | ||||||||||||||||||||||
Warrant to purchase common shares | 24,946,128 | |||||||||||||||||||||
Accrued interest | $ 654,191 | |||||||||||||||||||||
Aggregate purchase price | 900,000 | |||||||||||||||||||||
Payment for issuance of securities | 245,809 | |||||||||||||||||||||
Gain on extinguishment of debt | $ 1,323,111 | |||||||||||||||||||||
Derivative Liabilities Pursuant to Notes and Warrants [Member] | ||||||||||||||||||||||
Embedded derivative liability | $ 89,123 | |||||||||||||||||||||
Proceeds from convertible note | 89,123 | |||||||||||||||||||||
Derivative income (expense) | 3,077,306 | (9,477,478) | ||||||||||||||||||||
Amortization of debt discounts | 615,806 | $ 257,277 | ||||||||||||||||||||
November 2016 Notes [Member] | ||||||||||||||||||||||
Warrant exercise price | $ 0.006 | |||||||||||||||||||||
Debt face amount | $ 139,712 | $ 369,423 | ||||||||||||||||||||
Conversion price, percentage | 60.00% | |||||||||||||||||||||
Accrued interest | $ 21,869 | $ 32,878 | ||||||||||||||||||||
Common stock upon conversion of debt, shares | 13,028,779 | 8,362,338 | ||||||||||||||||||||
Sale of stock, description of transaction | Subsequent to the date of these November 2016 Notes, the Company sold stock at a share price of $0.075 per share then to $0.05 per share and then $0.01 per share. Accordingly, pursuant to these ratchet provisions, the conversion price on the November 2016 Notes were lowered to $0.05 per share then to $0.03 per share and then to $0.006 per share and the exercise price of the November 2016 Warrants was lowered to $0.006. | |||||||||||||||||||||
Sale of stock price per share | $ 0.075 | |||||||||||||||||||||
Number of warrants outstanding | 2,333,334 | |||||||||||||||||||||
Number of warrants increased | 29,425,934 | |||||||||||||||||||||
November 2016 Notes [Member] | Minimum [Member] | ||||||||||||||||||||||
Number of warrants outstanding | 31,759,268 | |||||||||||||||||||||
November 2016 Notes [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Aggregate subscription amount | $ 350,000 | |||||||||||||||||||||
Debt instrument description | (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the "November 2016 Notes"); and (ii) warrants (the "Warrants") to purchase aggregate of 2,333,334 shares of the Company's common stock at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the Warrants) (see below for reduction of warrant exercise price) which are exercisable for a period of five years from November 23, 2016. | |||||||||||||||||||||
Percentage of original debt discount | 14.29% | |||||||||||||||||||||
Warrant to purchase common shares | 2,333,334 | |||||||||||||||||||||
Warrant exercise price | $ 0.175 | |||||||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||||||
Debt face amount | $ 350,000 | |||||||||||||||||||||
Proceeds from issuance of debt | 300,000 | |||||||||||||||||||||
Debt original issue discount | $ 50,000 | |||||||||||||||||||||
Debt bear interest | 10.00% | |||||||||||||||||||||
Increase in debt instrument, interest rate | 24.00% | |||||||||||||||||||||
Debt maturity date | Jul. 23, 2017 | |||||||||||||||||||||
Debt conversion price | $ 0.15 | |||||||||||||||||||||
Conversion price, percentage | 60.00% | |||||||||||||||||||||
November 2016 Notes [Member] | Forbearance Agreement [Member] | ||||||||||||||||||||||
Debt bear interest | 24.00% | |||||||||||||||||||||
Aggregate amount owing under the notes | $ 509,135 | |||||||||||||||||||||
Debt instrument default amount | $ 141,299 | |||||||||||||||||||||
Reduced accrued interest payable | $ 17,836 | |||||||||||||||||||||
Debt settlement expense | 141,299 | |||||||||||||||||||||
Increased principal balance | $ 159,135 | |||||||||||||||||||||
Interest expense debt | $ 42,327 | |||||||||||||||||||||
June 2017 Notes [Member] | ||||||||||||||||||||||
Debt face amount | $ 118,786 | |||||||||||||||||||||
Accrued interest | $ 7,036 | |||||||||||||||||||||
Common stock upon conversion of debt, shares | 14,864,066 | |||||||||||||||||||||
June 2017 Notes [Member] | Six Month Amortization [Member] | ||||||||||||||||||||||
Amortization debt percentage | 120.00% | |||||||||||||||||||||
June 2017 Notes [Member] | Seven or Eight Month Amortization [Member] | ||||||||||||||||||||||
Amortization debt percentage | 125.00% | |||||||||||||||||||||
June 2017 Notes [Member] | 2nd Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Aggregate subscription amount | $ 233,345 | |||||||||||||||||||||
Debt instrument description | (i) 14.29% Original Issue Discount 10% Senior Secured Convertible Notes (the "June 2017 Notes"); and (ii) warrants (the "June 2017 Warrants") to purchase an aggregate of 1,555,633 shares of the Company's common stock, par value $0.0001 per share at an initial exercise price of $0.175 (subject to adjustments under certain conditions as defined in the June 2017 Warrants) and exercisable for five years after the issuance date. | |||||||||||||||||||||
Percentage of original debt discount | 14.29% | |||||||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||||||
Debt face amount | 37,814 | $ 233,345 | 1,495 | |||||||||||||||||||
Proceeds from issuance of debt | 190,000 | |||||||||||||||||||||
Debt original issue discount | $ 33,345 | |||||||||||||||||||||
Debt bear interest | 10.00% | |||||||||||||||||||||
Increase in debt instrument, interest rate | 24.00% | |||||||||||||||||||||
Debt maturity date | Feb. 2, 2018 | |||||||||||||||||||||
Debt conversion price | $ 0.15 | |||||||||||||||||||||
Conversion price, percentage | 60.00% | |||||||||||||||||||||
Interest expense debt | $ 2,268 | |||||||||||||||||||||
Accrued interest | 4,534 | $ 0 | ||||||||||||||||||||
Common stock upon conversion of debt, shares | 24,135,173 | |||||||||||||||||||||
Offering costs | $ 10,000 | |||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the June 2017 Notes and accrued and unpaid interest during months four through six following the Original Issue Date. In order to prepay the June 2017 Notes, the Company shall provide 20 Trading Days prior written notice to the Holder, during which time the Holder may convert the June 2017 Notes in whole or in part at the Conversion Price. | |||||||||||||||||||||
June 2017 Notes [Member] | 2nd Securities Purchase Agreement [Member] | Outstanding Principal [Member] | ||||||||||||||||||||||
Common stock upon conversion of debt | $ 77,782 | |||||||||||||||||||||
June 2017 Notes [Member] | 2nd Securities Purchase Agreement [Member] | Interest [Member] | ||||||||||||||||||||||
Common stock upon conversion of debt | 13,593 | |||||||||||||||||||||
June 2017 Notes [Member] | 2nd Securities Purchase Agreement [Member] | Default Interest [Member] | ||||||||||||||||||||||
Common stock upon conversion of debt | 36,134 | |||||||||||||||||||||
July 2017 Notes [Member] | Six Month Amortization [Member] | ||||||||||||||||||||||
Amortization debt percentage | 110.00% | |||||||||||||||||||||
July 2017 Notes [Member] | Seven or Eight Month Amortization [Member] | ||||||||||||||||||||||
Amortization debt percentage | 115.00% | |||||||||||||||||||||
July 2017 Notes [Member] | Third Securities Purchase Agreements [Member] | ||||||||||||||||||||||
Aggregate subscription amount | $ 300,000 | |||||||||||||||||||||
Debt instrument description | (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,883 (the "July 2017 Notes"); and (ii) warrants (the "July 2017 Warrants") to purchase an aggregate of 4,769,763 shares of the Company's common stock at an exercise price of $0.10 per share (subject to adjustments under certain conditions as defined in the Warrants). | |||||||||||||||||||||
Percentage of original debt discount | 10.00% | |||||||||||||||||||||
Warrant to purchase common shares | 4,769,763 | |||||||||||||||||||||
Warrant exercise price | $ 0.10 | |||||||||||||||||||||
Debt face amount | $ 333,883 | |||||||||||||||||||||
Debt bear interest | 5.00% | |||||||||||||||||||||
Increase in debt instrument, interest rate | 24.00% | |||||||||||||||||||||
Debt maturity date | Mar. 25, 2018 | |||||||||||||||||||||
Debt conversion price | $ 0.07 | |||||||||||||||||||||
Conversion price, percentage | 60.00% | |||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the three months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the July 2017 Notes and accrued and unpaid interest during months four through seven following the Original Issue Date. In order to prepay the July 2017 Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the July 2017 Notes in whole or in part at the Conversion Price. | |||||||||||||||||||||
July 2017 Notes [Member] | Third Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Debt face amount | 155,812 | $ 111,295 | ||||||||||||||||||||
Accrued interest | 38,395 | $ 11,414 | ||||||||||||||||||||
Common stock upon conversion of debt, shares | 23,289,433 | |||||||||||||||||||||
July 2017 Notes [Member] | Second Note Assignment Agreement [Member] | ||||||||||||||||||||||
Debt face amount | 184,264 | |||||||||||||||||||||
Debt original issue discount | 45,000 | |||||||||||||||||||||
Accrued interest | $ 0 | |||||||||||||||||||||
Common stock upon conversion of debt, shares | 8,188,388 | |||||||||||||||||||||
July 2016 Notes [Member] | ||||||||||||||||||||||
Debt original issue discount | $ 17,500 | |||||||||||||||||||||
Common stock upon conversion of debt, shares | 3,613,688 | |||||||||||||||||||||
January 2018 Notes [Member] | Fourth Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Aggregate subscription amount | $ 333,333 | |||||||||||||||||||||
Debt instrument description | (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,333 (the "January 2018 Notes"); and (ii) 5 year warrants (the "January 2018 Warrants") to purchase an aggregate of 8,333,333 shares of the Company's common stock par value $0.0001 per share at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the Warrants). | |||||||||||||||||||||
Percentage of original debt discount | 10.00% | |||||||||||||||||||||
Warrant to purchase common shares | 8,333,333 | |||||||||||||||||||||
Warrant exercise price | $ 0.04 | |||||||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||||||
Debt face amount | 111,111 | $ 333,333 | $ 222,222 | |||||||||||||||||||
Proceeds from issuance of debt | 295,000 | |||||||||||||||||||||
Debt original issue discount | $ 33,333 | |||||||||||||||||||||
Debt bear interest | 5.00% | |||||||||||||||||||||
Increase in debt instrument, interest rate | 24.00% | |||||||||||||||||||||
Debt maturity date | Sep. 29, 2018 | |||||||||||||||||||||
Debt conversion price | $ 0.03 | |||||||||||||||||||||
Conversion price, percentage | 60.00% | |||||||||||||||||||||
Accrued interest | $ 98,031 | $ 49,302 | ||||||||||||||||||||
Offering costs | $ 5,000 | |||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest during the period from the Original Issue Date through the five months following the Original Issue Date, and (ii) 120% of outstanding principal balance of the January 2018 Notes and accrued and unpaid interest during the six month following the Original Issue Date. In order to prepay the January 2018 Notes, the Company shall provide 20 Trading Days prior written notice to the Purchaser, during which time the Purchaser may convert the January 2018 Notes in whole or in part at the Conversion Price. | |||||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||||
January 2018 Notes [Member] | Fourth Securities Purchase Agreement [Member] | Six Month Amortization [Member] | ||||||||||||||||||||||
Amortization debt percentage | 110.00% | |||||||||||||||||||||
January 2018 Notes [Member] | Fourth Securities Purchase Agreement [Member] | Seven or Eight Month Amortization [Member] | ||||||||||||||||||||||
Amortization debt percentage | 115.00% | |||||||||||||||||||||
January 2018 Warrants [Member] | Fourth Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Warrant to purchase common shares | 7,558,580 | |||||||||||||||||||||
Number of warrants outstanding | 8,333,334 | 52,910,058 | ||||||||||||||||||||
Number of warrants increased | 52,135,304 | |||||||||||||||||||||
January 2018 Warrants [Member] | Fourth Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||
Number of warrants outstanding | 60,468,638 | |||||||||||||||||||||
March 2018 Notes [Member] | Fifth Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Aggregate subscription amount | $ 333,333 | |||||||||||||||||||||
Debt instrument description | (i) 10% Original Issue Discount 5% Senior Secured Convertible Notes in the aggregate principal amount of $333,333 (the "March 2018 Notes") and (ii) warrants (the "March 2018 Warrants") to purchase an aggregate of 12,500,000 shares of the Company's common stock at an exercise price of $0.04 per share. | |||||||||||||||||||||
Percentage of original debt discount | 10.00% | |||||||||||||||||||||
Warrant to purchase common shares | 12,500,000 | |||||||||||||||||||||
Warrant exercise price | $ 0.04 | |||||||||||||||||||||
Debt face amount | $ 333,333 | |||||||||||||||||||||
Proceeds from issuance of debt | 61,000 | |||||||||||||||||||||
Debt original issue discount | $ 33,333 | |||||||||||||||||||||
Debt bear interest | 5.00% | |||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | |||||||||||||||||||||
Debt maturity date | Nov. 13, 2018 | |||||||||||||||||||||
Debt conversion price | $ 0.02 | |||||||||||||||||||||
Conversion price, percentage | 60.00% | |||||||||||||||||||||
Offering costs | $ 10,000 | |||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest through the five month anniversary of the issue date, and (ii) 120% of outstanding principal balance of the Notes and accrued and unpaid interest from the fifth month anniversary of the issue date through the six month anniversary of the issue date. In order to prepay the March 2018 Notes, the Company shall provide 20 trading days prior written notice to the holders, during which time a holder may convert its March 2018 Notes in whole or in part at the conversion price. | |||||||||||||||||||||
Payment of legal and accounting fees | $ 29,000 | |||||||||||||||||||||
Escrow account balance | $ 200,000 | |||||||||||||||||||||
March 2018 Notes [Member] | Fifth Securities Purchase Agreement [Member] | Six Month Amortization [Member] | ||||||||||||||||||||||
Amortization debt percentage | 110.00% | |||||||||||||||||||||
March 2018 Notes [Member] | Fifth Securities Purchase Agreement [Member] | Seven or Eight Month Amortization [Member] | ||||||||||||||||||||||
Amortization debt percentage | 115.00% | |||||||||||||||||||||
July 2018 Note [Member] | Seventh Month Amortization [Member] | ||||||||||||||||||||||
Amortization debt percentage | 110.00% | |||||||||||||||||||||
July 2018 Note [Member] | Original Issuance Date [Member] | ||||||||||||||||||||||
Amortization debt percentage | 125.00% | |||||||||||||||||||||
July 2018 Note [Member] | Sixth Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Debt instrument description | The July 2018 Note may be prepaid at the Company's option at a 105% premium between 30 days and 180 days after issuance, and at a 110% premium between 180 days after issuance and the maturity date. Upon certain events defined in the note as "sale events", the holder may demand repayment of the note for 125% of the principal plus accrued but unpaid interest. The note also includes certain penalties upon the occurrence of an event of default, including an increase in the principal and reduction in the conversion rate, as further described in the July 2018 Note. | |||||||||||||||||||||
Debt face amount | $ 150,000 | $ 150,000 | ||||||||||||||||||||
Debt bear interest | 8.00% | |||||||||||||||||||||
Debt maturity date | Jul. 24, 2019 | |||||||||||||||||||||
Conversion price, percentage | 60.00% | |||||||||||||||||||||
Accrued interest | 14,137 | |||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 4.99% | |||||||||||||||||||||
July 2018 Note [Member] | Seventh Securities Purchase Agreements [Member] | ||||||||||||||||||||||
Amortization debt percentage | 105.00% | |||||||||||||||||||||
September 2018 Note [Member] | Seventh Month Amortization [Member] | ||||||||||||||||||||||
Amortization debt percentage | 115.00% | |||||||||||||||||||||
September 2018 Note [Member] | Seventh Securities Purchase Agreements [Member] | ||||||||||||||||||||||
Amortization debt percentage | 110.00% | |||||||||||||||||||||
September 2018 Note [Member] | Seventh Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Aggregate subscription amount | $ 1,361,111 | |||||||||||||||||||||
Debt instrument description | (i) 10% Original Issue Discount 5% Senior Convertible Notes in the aggregate principal amount of $1,361,111 (the "September 2018 Notes") and (ii) 5 year warrants (the "September 2018 Warrants") to purchase an aggregate of 51,041,667 shares of the Company's common stock at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the September 2018 Warrants). | |||||||||||||||||||||
Percentage of original debt discount | 10.00% | |||||||||||||||||||||
Warrant to purchase common shares | 51,041,667 | |||||||||||||||||||||
Warrant exercise price | $ 0.04 | |||||||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||||||
Debt face amount | $ 1,361,111 | 1,361,111 | ||||||||||||||||||||
Proceeds from issuance of debt | 1,181,643 | |||||||||||||||||||||
Debt original issue discount | $ 136,111 | |||||||||||||||||||||
Debt bear interest | 5.00% | |||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | |||||||||||||||||||||
Debt maturity date | May 24, 2019 | |||||||||||||||||||||
Debt conversion price | $ 0.02 | |||||||||||||||||||||
Conversion price, percentage | 60.00% | |||||||||||||||||||||
Accrued interest | $ 78,683 | |||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the note and accrued and unpaid interest through the five month anniversary of the issue date, and (ii) 120% of outstanding principal balance of the notes and accrued and unpaid interest during month six following the original issuance date of the notes. In order to prepay the notes, the Company shall provide 20 trading days prior written notice to the holders, during which time a holder may convert its note in whole or in part at the conversion price. | |||||||||||||||||||||
Payment of legal and accounting fees | $ 43,357 | |||||||||||||||||||||
September 2018 Warrants [Member] | Seventh Month Amortization [Member] | ||||||||||||||||||||||
Warrant exercise price | $ 0.04 | |||||||||||||||||||||
Conversion price, percentage | 60.00% | |||||||||||||||||||||
Number of warrants outstanding | 51,041,667 | 486,111,114 | ||||||||||||||||||||
Number of warrants increased | 435,069,447 | |||||||||||||||||||||
September 2018 Warrants [Member] | Maximum [Member] | Seventh Month Amortization [Member] | ||||||||||||||||||||||
Number of warrants outstanding | 486,111,114 | |||||||||||||||||||||
November 2018 Note [Member] | Eighth Month Amortization [Member] | ||||||||||||||||||||||
Amortization debt percentage | 115.00% | |||||||||||||||||||||
November 2018 Note [Member] | Eighth Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Aggregate subscription amount | $ 127,778 | |||||||||||||||||||||
Debt instrument description | (i) 10% Original Issue Discount 5% Senior Convertible Note in the aggregate principal amount of $127,778 (the "November 2018 Note") and (ii) 5 year warrants (the "November 2018 Warrant") to purchase an aggregate of 4,743,750 shares of the Company's common stock at an exercise price of $0.04 per share (subject to adjustments under certain conditions as defined in the November 2018 Warrant). | |||||||||||||||||||||
Percentage of original debt discount | 10.00% | |||||||||||||||||||||
Warrant to purchase common shares | 4,743,750 | |||||||||||||||||||||
Warrant exercise price | $ 0.04 | |||||||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||||||
Debt face amount | $ 127,778 | $ 127,778 | ||||||||||||||||||||
Proceeds from issuance of debt | 112,500 | |||||||||||||||||||||
Debt original issue discount | $ 12,778 | |||||||||||||||||||||
Debt bear interest | 5.00% | |||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | |||||||||||||||||||||
Debt maturity date | Jul. 13, 2019 | |||||||||||||||||||||
Debt conversion price | $ 0.02 | |||||||||||||||||||||
Conversion price, percentage | 60.00% | |||||||||||||||||||||
Accrued interest | $ 2,416 | |||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the Note and accrued and unpaid interest through the five month anniversary of the issue date, and (ii) 120% of outstanding principal balance of the Note and accrued and unpaid interest during month six following the original issuance date of the notes. In order to prepay the notes, the Company shall provide 20 trading days prior written notice to the holders, during which time a holder may convert its note in whole or in part at the conversion price. | |||||||||||||||||||||
Payment of legal and accounting fees | $ 2,500 | |||||||||||||||||||||
November 2018 Note [Member] | Eighth Securities Purchase Agreements [Member] | ||||||||||||||||||||||
Amortization debt percentage | 110.00% | |||||||||||||||||||||
November 2018 Warrants [Member] | Eighth Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Warrant exercise price | $ 0.04 | |||||||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||||||
Number of warrants outstanding | 4,791,667 | |||||||||||||||||||||
January 2019 Note I [Member] | Ninth Securities Purchase Agreement [Member] | Institutional Investor [Member] | ||||||||||||||||||||||
Debt face amount | $ 146,875 | $ 146,875 | ||||||||||||||||||||
Debt original issue discount | $ 12,500 | |||||||||||||||||||||
Debt bear interest | 5.00% | |||||||||||||||||||||
Debt maturity date | Jan. 18, 2020 | |||||||||||||||||||||
Debt conversion price | $ 0.02 | |||||||||||||||||||||
Conversion price, percentage | 60.00% | |||||||||||||||||||||
Accrued interest | 1,449 | |||||||||||||||||||||
Price of convertible note | $ 134,375 | |||||||||||||||||||||
Payment of legal and accounting fees | 125,000 | |||||||||||||||||||||
Legal fees | $ 9,375 | |||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | |||||||||||||||||||||
Cash redemption premium, percentage | 115.00% | |||||||||||||||||||||
Note prepayment description | The Company prepays the January 2019 Note I within 150 days of its issuance, the Company must pay the principal at a cash redemption premium of 115%, in addition to accrued interest; if such prepayment is made from the151st day to the 180th day after issuance, then such redemption premium is 120%, in addition to accrued interest. After the 180th day following the issuance of the January 2019 Note I, there shall be no further right of prepayment. | |||||||||||||||||||||
January 2019 Note I [Member] | Ninth Securities Purchase Agreement [Member] | Outstanding Principal [Member] | Institutional Investor [Member] | ||||||||||||||||||||||
Common stock upon conversion of debt | 15,000 | |||||||||||||||||||||
January 2019 Note I [Member] | Ninth Securities Purchase Agreement [Member] | Accrued Interest [Member] | Institutional Investor [Member] | ||||||||||||||||||||||
Common stock upon conversion of debt | 16 | |||||||||||||||||||||
January 2019 Note II [Member] | Tenth Securities Purchase Agreement [Member] | Institutional Investor [Member] | ||||||||||||||||||||||
Debt face amount | $ 88,125 | 73,125 | ||||||||||||||||||||
Debt original issue discount | $ 7,500 | |||||||||||||||||||||
Debt bear interest | 5.00% | |||||||||||||||||||||
Debt maturity date | Jan. 18, 2020 | |||||||||||||||||||||
Debt conversion price | $ 0.02 | |||||||||||||||||||||
Conversion price, percentage | 60.00% | |||||||||||||||||||||
Accrued interest | $ 853 | |||||||||||||||||||||
Price of convertible note | $ 80,625 | |||||||||||||||||||||
Common stock upon conversion of debt, shares | 2,780,822 | |||||||||||||||||||||
Payment of legal and accounting fees | 75,000 | |||||||||||||||||||||
Legal fees | $ 5,625 | |||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | |||||||||||||||||||||
Cash redemption premium, percentage | 115.00% | |||||||||||||||||||||
Note prepayment description | The Company prepays the January 2019 Note II within 150 days of its issuance, the Company must pay the principal at a cash redemption premium of 115%, in addition to accrued interest; if such prepayment is made from the151st day to the 180th day after issuance, then such redemption premium is 120%, in addition to accrued interest. After the 180th day following the issuance of the January 2019 Note II, there shall be no further right of prepayment. | |||||||||||||||||||||
March 2019 Note [Member] | Eleventh Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Aggregate subscription amount | $ 50,000 | |||||||||||||||||||||
Percentage of original debt discount | 10.00% | |||||||||||||||||||||
Warrant to purchase common shares | 2,083,333 | |||||||||||||||||||||
Warrant exercise price | $ 0.04 | |||||||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||||||
Debt face amount | $ 55,556 | $ 55,556 | ||||||||||||||||||||
Proceeds from issuance of debt | 50,000 | |||||||||||||||||||||
Debt original issue discount | $ 5,556 | |||||||||||||||||||||
Debt bear interest | 5.00% | |||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | |||||||||||||||||||||
Debt maturity date | Nov. 25, 2019 | |||||||||||||||||||||
Debt conversion price | $ 0.02 | |||||||||||||||||||||
Conversion price, percentage | 60.00% | |||||||||||||||||||||
Accrued interest | $ 46 | |||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the March 2019 Note and accrued and unpaid interest during the period from the original issue date through the five months following the original issue date, and (ii) 120% of the outstanding principal balance of the March 2019 Note and accrued and unpaid interest during month six following the original issue date. | |||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | |||||||||||||||||||||
March 2019 Warrants [Member] | Eleventh Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Warrant exercise price | $ 0.04 | |||||||||||||||||||||
Warrant exercisable term | 5 years | |||||||||||||||||||||
Number of warrants outstanding | 2,083,333 | |||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||
Revolving line of credit | $ 100,000 |
Convertible Debt - Schedule of
Convertible Debt - Schedule of Derivative Liabilities at Fair Value (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Dividend Rate [Member] | |
Fair value assumptions, measurement input, percentages | 0.00% |
Term (in years) [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, term | 4 days |
Term (in years) [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, term | 5 years |
Volatility [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | 165.20% |
Volatility [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | 189.30% |
Risk-Free Interest Rate [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentages | 2.21% |
Risk-Free Interest Rate [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentages | 2.99% |
Convertible Debt - Schedule o_2
Convertible Debt - Schedule of Convertible Note (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Principal amount | $ 2,549,183 | $ 2,436,394 |
Less: unamortized debt discount | (516,014) | (1,002,142) |
Convertible note payable, net | $ 2,033,169 | $ 1,434,252 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - Loan Agreement [Member] - USD ($) | 4 Months Ended | ||
Sep. 30, 2017 | Mar. 31, 2019 | Dec. 31, 2018 | |
Proceeds from borrowed loans | $ 538,875 | ||
Debt instrument, interest rate | 33.30% | ||
Loan Principal due to third parties | $ 538,875 | $ 538,875 | |
Interest payable | $ 290,024 | $ 250,777 |
Operating Lease Right-of-use _3
Operating Lease Right-of-use Assets ('ROU') and Operating Lease Liabilities (Details Narrative) - USD ($) | Sep. 02, 2015 | Sep. 30, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 02, 2019 |
Lease expiration | Aug. 31, 2020 | Aug. 31, 2020 | |||
Monthly base rent | $ 3,200 | $ 3,067 | |||
Right-of-use assets and lease liabilities | $ 59,216 | ||||
Beginning September 2015 [Member] | |||||
Monthly base rent | 3,067 | ||||
Beginning September 2018 [Member] | |||||
Monthly base rent | $ 3,200 |
Operating Lease Right-of-use _4
Operating Lease Right-of-use Assets ('ROU') and Operating Lease Liabilities - Schedule of Right-of-use Assets (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Notes to Financial Statements | ||
Operating office lease | $ 59,216 | |
Less accumulated reduction | (8,882) | |
Right-of-use asset, net | $ 50,334 |
Operating Lease Right-of-use _5
Operating Lease Right-of-use Assets ('ROU') and Operating Lease Liabilities - Schedule of Operating Lease Liability (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Notes to Financial Statements | ||
Operating office lease | $ 59,216 | |
Total lease liabilities | 59,216 | |
Reduction of lease liability | (8,882) | |
Right-of-use asset, net | 50,334 | |
Less: short term portion | (35,530) | |
Long term portion as of March 31, 2019 | $ 14,804 |
Operating Lease Right-of-use _6
Operating Lease Right-of-use Assets ('ROU') and Operating Lease Liabilities - Schedule of Operating Lease Payments Under Non-cancelable Lease (Details) | Mar. 31, 2019USD ($) |
Year ended December 31, 2019 | $ 28,800 |
Year ended December 31, 2020 | 25,600 |
Total | 54,400 |
Lease Agreement [Member] | |
Year ended December 31, 2019 | 38,400 |
Year ended December 31, 2020 | 25,600 |
Total | 64,000 |
Less: payments during the three months ended March 31, 2019 | (9,600) |
Lease liability fair value as of March 31, 2019 | $ 54,400 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Parties Activity (Details) - CEO [Member] | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Balance due to related parties at December 31, 2018 | $ (315,466) |
Working capital advances received | (31,970) |
Repayments made | |
Balance due to related parties at March 31, 2019 | $ (347,436) |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Feb. 20, 2019 | Mar. 07, 2017 | Aug. 20, 2015 | Sep. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Apr. 03, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 18, 2011 |
Common stock, shares authorized | 1,500,000,000 | 1,520,000,000 | 1,500,000,000 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Number of shares redeem | 5,000,000 | |||||||||||
Value of shares repurchased | $ 500 | |||||||||||
Common stock issued upon the conversion of debt, shares | 9,547,087 | |||||||||||
Common stock issued conversion of convertible debt | $ 439,358 | $ 335,689 | ||||||||||
Loss on debt extinguishment | (36,864) | 617,140 | ||||||||||
Cashless exercise warrants, shares | 9,074,076 | |||||||||||
Stock-based compensation expense | $ 68,383 | 32,621 | ||||||||||
Aggregate intrinsic value | ||||||||||||
Stock Option [Member] | ||||||||||||
Stock-based compensation expense | $ 68,383 | $ 32,621 | ||||||||||
Number of stock options issued and outstanding | 22,200,000 | |||||||||||
Stock option vested and exercisable | 4,700,000 | |||||||||||
Unvested stock based compensation expenses | $ 19,396 | |||||||||||
Aggregate intrinsic value | $ 0 | |||||||||||
2011 Stock Option Plan [Member] | ||||||||||||
Number of option authorized to purchase common stock | 43,094 | |||||||||||
Maximum [Member] | ||||||||||||
Common stock, shares authorized | 1,500,000,000 | |||||||||||
Minimum [Member] | ||||||||||||
Common stock, shares authorized | 500,000,000 | |||||||||||
Unit Subscription Agreement [Member] | ||||||||||||
Common stock, par value | $ 0.01 | |||||||||||
Number of shares issued during period | 600,000 | |||||||||||
Number of shares issued during period | $ 6,000 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 20,000,000 | 1,000,000 | 1,000,000 | |||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock shares designating | 1,000,000 | |||||||||||
Stockholder voting rights | Each holder of Series A Preferred Stock is entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The holders of Series A Preferred Stock shall have no special voting rights and their consent is not required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for the taking of any corporate action. | |||||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | ||||||||||
Common stock issued conversion of convertible debt | ||||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 7,892,000 | 7,892,000 | ||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock shares designating | 7,892,000 | |||||||||||
Stockholder voting rights | Each share of Series B preferred stock entitles the holder to 100 votes on all matters submitted to a vote of the Company's stockholders. | |||||||||||
Preferred stock, shares issued | 2,892,000 | 7,892,000 | ||||||||||
Preferred stock, shares outstanding | 2,892,000 | 7,892,000 | ||||||||||
Common stock outstanding, percentage | 5.00% | |||||||||||
Common stock issued conversion of convertible debt | ||||||||||||
Board of Directors [Member] | Maximum [Member] | 2011 Stock Option Plan [Member] | ||||||||||||
Number of option authorized to purchase common stock | 10,744 | |||||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | ||||||||||||
Preferred stock, shares issued | 500,000 | |||||||||||
CEO [Member] | Series A Preferred Stock [Member] | ||||||||||||
Preferred stock, shares issued | 500,000 | |||||||||||
Jonathan [Member] | Series B Preferred Stock [Member] | ||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||
Number of shares issued during period | 2,892,000 | |||||||||||
Preferred stock nominal value | $ 289 | |||||||||||
Banco Actinver [Member] | Series B Preferred Stock [Member] | ||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||
Common stock outstanding, percentage | 100.00% | |||||||||||
Number of shares issued during period | 5,000,000 | |||||||||||
Preferred stock nominal value | $ 500 | |||||||||||
April 3, 2019 [Member] | ||||||||||||
Common stock, shares authorized | 1,520,000,000 | |||||||||||
Preferred stock, shares authorized | 20,000,000 | |||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||
April 3, 2019 [Member] | Board of Directors [Member] | ||||||||||||
Common stock, shares authorized | 1,500,000,000 | |||||||||||
April 26, 2019 [Member] | ||||||||||||
Common stock, shares authorized | 5,020,000,000 | |||||||||||
April 26, 2019 [Member] | Board of Directors [Member] | ||||||||||||
Common stock, shares authorized | 1,500,000,000 | |||||||||||
Previously Authorized Shares [Member] | April 3, 2019 [Member] | ||||||||||||
Common stock, shares authorized | 500,000,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Common stock, shares authorized | 1,500,000,000 | |||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
Preferred stock, shares authorized | 20,000,000 | |||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||
Common stock issued upon the conversion of debt, shares | 42,931,251 | 28,450,009 | ||||||||||
Common stock issued upon the conversion of debt | $ 177,766 | $ 249,359 | ||||||||||
Accrued interest and penalities | 49,932 | 86,330 | ||||||||||
Common stock issued conversion of convertible debt | 4,293 | $ 2,845 | ||||||||||
Loss on debt extinguishment | $ 211,661 | |||||||||||
Common Stock [Member] | April 3, 2019 [Member] | ||||||||||||
Common stock, shares authorized | 1,500,000,000 | |||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
Warrants [Member] | ||||||||||||
Number of shares issued during period | 18,429,093 | |||||||||||
Cashless exercise warrants, shares | 25,357,414 | |||||||||||
Warrant to purchase common shares | 87,408,731 | |||||||||||
Warrants outstanding | 731,191,218 | |||||||||||
Warrants [Member] | Maximum [Member] | ||||||||||||
Warrants exercise price per share | $ 0.175 | |||||||||||
Warrants [Member] | Minimum [Member] | ||||||||||||
Warrants exercise price per share | $ 0.175 | |||||||||||
Warrants [Member] | Subscription Agreements [Member] | ||||||||||||
Warrant to purchase common shares | 4,626,579 | 971,538 | ||||||||||
Warrant term | 5 years | 5 years | ||||||||||
Warrants exercise price per share | $ 0.30 | $ 0.30 | ||||||||||
Warrants issued | 968,844 | 971,538 | ||||||||||
Warrants outstanding | 968,844 | 971,538 | ||||||||||
Warrants One [Member] | ||||||||||||
Number of shares issued during period | 22,684,086 | |||||||||||
Cashless exercise warrants, shares | 22,684,086 | |||||||||||
Reduction of derivative liabilities and debt settlement | $ 414,092 | |||||||||||
Warrants One [Member] | Subscription Agreements [Member] | ||||||||||||
Warrants issued | 4,626,579 | 4,626,579 | ||||||||||
Warrants outstanding | 4,626,579 | 4,626,579 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Warrants Outstanding (Details) | Mar. 31, 2019$ / sharesshares |
November 2016 Warrants [Member] | |
Original warrants issued | 2,333,334 |
Anti-dilution adjustment | 29,424,934 |
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | |
Total warrants exercised (Cashless exercise) | (9,074,076) |
Outstanding warrants | 22,685,192 |
Exercise price | $ / shares | $ 0.006 |
June 2017 Warrants [Member] | |
Original warrants issued | 1,555,633 |
Anti-dilution adjustment | 43,816,968 |
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | |
Total warrants exercised (Cashless exercise) | (15,124,200) |
Outstanding warrants | 30,248,401 |
Exercise price | $ / shares | $ 0.006 |
July 2017 Warrants [Member] | |
Original warrants issued | 4,769,763 |
Anti-dilution adjustment | 74,726,287 |
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | |
Total warrants exercised (Cashless exercise) | (26,498,683) |
Outstanding warrants | 52,997,367 |
Exercise price | $ / shares | $ 0.006 |
January 2018 Warrants [Member] | |
Original warrants issued | 8,333,334 |
Anti-dilution adjustment | 52,135,304 |
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | (7,558,580) |
Total warrants exercised (Cashless exercise) | |
Outstanding warrants | 52,910,058 |
Exercise price | $ / shares | $ 0.004 |
March 2018 Warrants [Member] | |
Original warrants issued | 12,500,000 |
Anti-dilution adjustment | 78,202,955 |
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | (11,337,869) |
Total warrants exercised (Cashless exercise) | |
Outstanding warrants | 79,365,086 |
Exercise price | $ / shares | $ 0.004 |
September 2018 Warrants [Member] | |
Original warrants issued | 51,041,667 |
Anti-dilution adjustment | 435,069,447 |
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | |
Total warrants exercised (Cashless exercise) | |
Outstanding warrants | 486,111,114 |
Exercise price | $ / shares | $ 0.004 |
November 2018 Warrants [Member] | |
Original warrants issued | 4,791,667 |
Anti-dilution adjustment | |
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | |
Total warrants exercised (Cashless exercise) | |
Outstanding warrants | 4,791,667 |
Exercise price | $ / shares | $ 0.040 |
March 2019 Warrant [Member] | |
Original warrants issued | 2,083,333 |
Anti-dilution adjustment | |
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | |
Total warrants exercised (Cashless exercise) | |
Outstanding warrants | 2,083,333 |
Exercise price | $ / shares | $ 0.040 |
Warrants [Member] | |
Original warrants issued | 87,408,731 |
Anti-dilution adjustment | 713,375,895 |
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | (18,896,449) |
Total warrants exercised (Cashless exercise) | (50,696,959) |
Outstanding warrants | 731,191,218 |
Stockholders' Deficit - Sched_2
Stockholders' Deficit - Schedule of Warrant Activities (Details) | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 7 years 11 months 15 days |
Stock Warrants [Member] | |
Number of Warrants, Outstanding Beginning balance | 254,713,920 |
Number of Warrants, Issued in connection with financings | 2,083,333 |
Number of Warrants, Increase in warrants related to default adjustment | 479,993,081 |
Number of Warrants, Expired | (2,693) |
Number of Warrants, Exercised | |
Number of Warrants, Outstanding Ending balance | 736,787,641 |
Number of Warrants, Exercisable | 736,787,641 |
Weighted Average Exercise Price, Outstanding Beginning balance | $ / shares | $ 0.021 |
Weighted Average Exercise Price, Issued in connection with financings | $ / shares | 0.040 |
Weighted Average Exercise Price, Increase in warrants related to default adjustment | $ / shares | $ 0.004 |
Weighted Average Exercise Price, Expired | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price, Outstanding Ending balance | $ / shares | $ 0.007 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.007 |
Weighted Average Remaining Contractual Term (Years), Beginning Balance Outstanding | 0 years |
Weighted Average Remaining Contractual Term (Years), Issued in connection with financings | 4 years 11 months 26 days |
Weighted Average Remaining Contractual Term (Years), Increase in warrants related to default adjustment | 4 years 5 months 5 days |
Weighted Average Remaining Contractual Term (Years), Ending Balance Outstanding | 4 years 1 month 27 days |
Weighted Average Remaining Contractual Term (Years), Exercisable | 4 years 1 month 27 days |
Aggregate Intrinsic Value, Beginning Balance Outstanding | $ | |
Aggregate Intrinsic Value, Ending Balance Outstanding | $ | |
Aggregate Intrinsic Value, Exercisable | $ |
Stockholders' Deficit - Sched_3
Stockholders' Deficit - Schedule of Stock Option Activities (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Equity [Abstract] | |
Number of Option Outstanding, Beginning Balance | shares | 22,200,000 |
Number of Option, Granted | shares | |
Number of Option, Expired | shares | |
Number of Option Outstanding, Ending Balance | shares | 22,200,000 |
Number of Option Exercisable, Ending Balance | shares | 4,700,000 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 0.06 |
Weighted Average Exercise Price Granted | |
Weighted Average Exercise Price Expired | |
Weighted Average Exercise Price Outstanding, Ending Balance | 0.06 |
Weighted Average Exercise Price Exercisable, Ending Balance | $ 0.06 |
Weighted Average Remaining Contractual Term (Years) Outstanding, Beginning Balance | 0 years |
Weighted Average Remaining Contractual Term (Years) Outstanding, Ending Balance | 8 years 10 months 14 days |
Weighted Average Remaining Contractual Term (Years) Exercisable, Ending Balance | 7 years 11 months 15 days |
Aggregate Intrinsic Value Balance Outstanding, Ending Balance | |
Aggregate Intrinsic Value Exercisable, Ending Balance |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 26, 2018 | Feb. 02, 2016 | Sep. 02, 2015 | Sep. 30, 2015 | Mar. 31, 2019 | Mar. 31, 2018 |
Proceeds from sale of common stock | $ 6,000 | |||||
Lease expiration | Aug. 31, 2020 | Aug. 31, 2020 | ||||
Rent expense | $ 3,200 | $ 3,067 | ||||
Barnett Employment Agreement [Member] | ||||||
Salaries | $ 250,000 | |||||
Bonus amount | 150,000 | |||||
Proceeds from sale of common stock | 4,000,000 | |||||
Value of options granted to purchase common stock | 100,000 | |||||
Jonathan F. Head, Ph.D [Member] | Employment Agreements [Member] | ||||||
Salaries | $ 275,000 | |||||
Andrew Kucharchuk Chief Financial Officer [Member] | Employment Agreements [Member] | ||||||
Salaries | $ 200,000 | |||||
Dr. Barnett [Member] | Barnett Employment Agreement [Member] | ||||||
Value of options granted to purchase common stock | $ 50,000 |
Commitments and Contincengies -
Commitments and Contincengies - Summary of Future Minimum Lease Payments (Details) | Mar. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 28,800 |
2020 | 25,600 |
Total minimum non-cancelable operating lease payments | $ 54,400 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Apr. 29, 2019USD ($)Number$ / shares | Apr. 24, 2019USD ($)$ / sharesshares | Apr. 01, 2019USD ($)Number$ / sharesshares | May 10, 2019USD ($)shares | Sep. 30, 2017shares | Mar. 31, 2019USD ($)$ / sharesshares | Apr. 03, 2019shares | Feb. 20, 2019$ / shares | Dec. 31, 2018USD ($)$ / sharesshares |
Common stock shares authorized | 1,500,000,000 | 1,520,000,000 | 1,500,000,000 | ||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | |||||||
Preferred stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Number of stock options granted | |||||||||
Stock option exercise price | $ / shares | |||||||||
Original issue discount | $ | $ 516,014 | $ 1,002,142 | |||||||
Conversion of debt principal and interest into number of shares | 9,547,087 | ||||||||
Subsequent Event [Member] | |||||||||
Common stock shares authorized | 5,020,000,000 | ||||||||
Subsequent Event [Member] | Convertible Debt [Member] | |||||||||
Conversion of outstanding principal and interest into common stock | $ | $ 4,780 | ||||||||
Convertible debt | $ | $ 9,074 | ||||||||
Conversion of debt principal and interest into number of shares | 4,496,998 | ||||||||
Subsequent Event [Member] | April 2019 Financing [Member] | Securities Purchase Agreement [Member] | |||||||||
Aggregate subscription amount | $ | $ 25,000 | ||||||||
Percentage of debt | 10.00% | ||||||||
Subsequent Event [Member] | April 2019 Financing [Member] | Securities Purchase Agreement [Member] | 5% Senior Convertible Notes [Member] | |||||||||
Debt instrument face amount | $ | $ 27,778 | ||||||||
Warrants term | 5 years | ||||||||
Warrants to purchase common stock | 1,041,667 | ||||||||
Warrant exercise price | $ / shares | $ 0.04 | ||||||||
Proceeds from issuance of debt | $ | $ 25,000 | ||||||||
Original issue discount | $ | $ 2,778 | ||||||||
Debt instrument interest rate | 5.00% | ||||||||
Debt default percentage | 18.00% | ||||||||
Debt instrument maturity date | Dec. 2, 2019 | ||||||||
Debt instrument conversion price | $ / shares | $ 0.02 | ||||||||
Debt instrument conversion percentage | 60.00% | ||||||||
Number of trading days | Number | 20 | ||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the April 2019 Note and accrued and unpaid interest during the period from the original issue date through the five months following the original issue date, and (ii) 120% of the outstanding principal balance of the April 2019 Note and accrued and unpaid interest during month six following the original issue date. In order to prepay the April 2019 Note, the Company shall provide twenty trading days prior written notice to the lender, during which time the investor may convert the April 2019 Note in whole or in part at the conversion price. | ||||||||
Warrant exercisable term | 5 years | ||||||||
Subsequent Event [Member] | April 2019 Notes II [Member] | Securities Purchase Agreement [Member] | |||||||||
Percentage of debt | 10.00% | ||||||||
Debt instrument face amount | $ | $ 205,500 | ||||||||
Debt instrument interest rate | 5.00% | ||||||||
Debt default percentage | 18.00% | ||||||||
Debt instrument maturity date | Dec. 29, 2019 | ||||||||
Debt instrument conversion price | $ / shares | $ 0.02 | ||||||||
Debt instrument conversion percentage | 60.00% | ||||||||
Number of trading days | Number | 20 | ||||||||
Convertible debt conversion description | The Company may prepay any of the April 2019 Notes II at any time until the first Payment Date at an amount between 115% and 120% of outstanding principal balance and accrued interest, depending on the date of prepayment. | ||||||||
Agreegate investment amount | $ | $ 184,950 | ||||||||
Debt maturity date description | The principal and interest due under the April 2019 Notes II is payable in three equal payments in cash (or in shares of common stock at the Company's election and subject to certain conditions in the April 2019 Notes II) on October 29, 2019, November 29, 2019 and the Maturity Date (each, a "Payment Date"). | ||||||||
Subsequent Event [Member] | Board of Directors [Member] | |||||||||
Common stock shares authorized | 1,500,000,000 | ||||||||
Subsequent Event [Member] | Daniel S. Hoverman, Charles L. Rice and Neal Holcomb [Member] | |||||||||
Number of stock options granted | 17,347,245 | ||||||||
Subsequent Event [Member] | Dr. Barnett [Member] | |||||||||
Number of stock options granted | 8,347,245 | ||||||||
Stock option exercise price | $ / shares | $ 0.012 | ||||||||
Stock option expiration | Apr. 24, 2030 | ||||||||
Fair value of stock option vested | $ | $ 81,803 | ||||||||
Subsequent Event [Member] | Dr. Barnett [Member] | January 9, 2020 [Member] | |||||||||
Number of stock options granted | 2,782,415 | ||||||||
Subsequent Event [Member] | Dr. Barnett [Member] | January 9, 2021 [Member] | |||||||||
Number of stock options granted | 2,782,415 | ||||||||
Subsequent Event [Member] | Dr. Barnett [Member] | January 9, 2022 [Member] | |||||||||
Number of stock options granted | 2,782,415 | ||||||||
Subsequent Event [Member] | Non-Employee One [Member] | |||||||||
Number of stock options granted | 3,000,000 | ||||||||
Subsequent Event [Member] | Non-Employee Two [Member] | |||||||||
Number of stock options granted | 3,000,000 | ||||||||
Subsequent Event [Member] | Non-Employee Three [Member] | |||||||||
Number of stock options granted | 3,000,000 | ||||||||
Subsequent Event [Member] | Three Non-Employees [Member] | |||||||||
Number of stock options granted | 9,000,000 | ||||||||
Stock option exercise price | $ / shares | $ 0.01 | ||||||||
Stock option expiration | Apr. 24, 2030 | ||||||||
Fair value of stock option vested | $ | $ 88,200 | ||||||||
Vesting date | Apr. 24, 2020 | ||||||||
Subsequent Event [Member] | Investor [Member] | April 2019 Notes II [Member] | |||||||||
Warrant exercise price | $ / shares | $ 0.04 | ||||||||
Percentage of warrant to purchase common stock | 75.00% | ||||||||
Warrant maturity date | Apr. 29, 2024 |