Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 11, 2020 | |
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, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,398,070 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 2,045 | $ 21,489 |
Prepaid expenses and other current assets | 27,077 | 40,664 |
Total Current Assets | 29,122 | 62,153 |
OTHER ASSETS: | ||
Property and equipment, net | 1,381 | 1,966 |
Right-of-use asset, net | 23,686 | |
Security deposit | 6,400 | |
Total Assets | 30,503 | 94,205 |
CURRENT LIABILITIES: | ||
Convertible debt, net | 3,110,035 | 2,915,297 |
Notes payable | 538,875 | 538,875 |
Accounts payable | 730,608 | 620,042 |
Accrued liabilities | 1,728,635 | 1,554,473 |
Lease payable - current | 23,686 | |
Derivative liabilities | 13,841,028 | 9,320,052 |
Due to related parties | 375,950 | 372,685 |
Liabilities of discontinued operations | 686,547 | 686,547 |
Total Current Liabilities | 21,011,678 | 16,031,657 |
Total Liabilities | 21,011,678 | 16,031,657 |
Commitments and contingencies (Note 9) | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock: $0.0001 par value, 6,666,667 shares authorized; 924,995 and 839,215 issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 93 | 84 |
Common stock issuable: 22,828 commons stock issuable as of March 31, 2020 and December 31, 2019 | 2 | 2 |
Additional paid-in capital | 10,682,350 | 10,652,370 |
Accumulated deficit | (31,663,620) | (26,589,908) |
Total Stockholders' Deficit | (20,981,175) | (15,937,452) |
Total Liabilities and Stockholders' Deficit | 30,503 | 94,205 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value | ||
Total Stockholders' Deficit | ||
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value | ||
Total Stockholders' Deficit |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 26,667 | 26,667 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 6,666,667 | 6,666,667 |
Common stock, shares issued | 924,995 | 839,215 |
Common stock, shares outstanding | 924,995 | 839,215 |
Common stock issuable, shares | 22,828 | 22,828 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,333 | 1,333 |
Preferred stock, shares issued | 1,333 | 1,333 |
Preferred stock, shares outstanding | 1,333 | 1,333 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,523 | 10,523 |
Preferred stock, shares issued | 3,856 | 10,523 |
Preferred stock, shares outstanding | 3,856 | 10,523 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
REVENUES | ||
OPERATING EXPENSES: | ||
Professional fees | 213,394 | 174,186 |
Compensation expense | 69,140 | 252,632 |
Research and development expense | 3,308 | 92,618 |
General and administrative expenses | 38,368 | 43,636 |
Total Operating Expenses | 324,210 | 563,072 |
LOSS FROM OPERATIONS | (324,210) | (563,072) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (383,713) | (771,376) |
Derivative (expense) income | (4,373,169) | (3,077,306) |
(Loss) gain on debt extinguishment, net | 7,380 | (36,864) |
Total Other Income (Expense) | (4,749,502) | (3,885,546) |
NET INCOME (LOSS) | $ (5,073,712) | $ (4,448,618) |
NET INCOME (LOSS) PER COMMON SHARE: | ||
Basic | $ (5.73) | $ (11.80) |
Diluted | $ (5.73) | $ (11.80) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic | 884,857 | 377,044 |
Diluted | 884,857 | 377,044 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - 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] | Total |
Balance at Dec. 31, 2018 | $ 1 | $ 33 | $ 2 | $ 9,640,711 | $ (17,187,664) | $ (7,546,917) | |
Balance, shares at Dec. 31, 2018 | 1,333 | 10,523 | 330,216 | 22,828 | |||
Redemption of Series B Preferred | $ (1) | (499) | (500) | ||||
Redemption of Series B Preferred, shares | (6,667) | ||||||
Accretion of stock options | 68,383 | 68,383 | |||||
Common stock issued, at fair value, upon conversion of convertible debt and interest | $ 6 | 439,352 | 439,358 | ||||
Common stock issued, at fair value, upon conversion of convertible debt and interest, shares | 57,242 | ||||||
Net loss | (4,448,618) | (4,448,618) | |||||
Balance at Mar. 31, 2019 | $ 39 | $ 2 | 10,147,947 | (21,636,282) | (11,488,294) | ||
Balance, shares at Mar. 31, 2019 | 1,333 | 3,856 | 387,458 | 22,828 | |||
Balance at Dec. 31, 2018 | $ 1 | $ 33 | $ 2 | 9,640,711 | (17,187,664) | (7,546,917) | |
Balance, shares at Dec. 31, 2018 | 1,333 | 10,523 | 330,216 | 22,828 | |||
Balance at Dec. 31, 2019 | $ 84 | $ 2 | 10,652,370 | (26,589,908) | (15,937,452) | ||
Balance, shares at Dec. 31, 2019 | 1,333 | 3,856 | 839,215 | 22,828 | |||
Accretion of stock options | 17,639 | 17,639 | |||||
Common stock issued, at fair value, upon conversion of convertible debt and interest | $ 9 | 12,341 | 12,350 | ||||
Common stock issued, at fair value, upon conversion of convertible debt and interest, shares | 85,780 | ||||||
Net loss | (5,073,712) | (5,073,712) | |||||
Balance at Mar. 31, 2020 | $ 93 | $ 2 | $ 10,682,350 | $ (31,663,620) | $ (20,981,175) | ||
Balance, shares at Mar. 31, 2020 | 1,333 | 3,856 | 924,995 | 22,828 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS USED IN OPERATING ACTIVITIES | ||
Net income (loss) | $ (5,073,712) | $ (4,448,618) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 585 | 584 |
Stock-based compensation | 17,639 | 68,383 |
Amortization of debt discount | 179,108 | 615,806 |
Derivative expense (income) | 4,373,169 | 3,077,306 |
Loss (gain) on debt extinguishment, net | (7,380) | 36,864 |
Non-cash default interest on debt | 115,592 | |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 13,587 | 11,743 |
Accounts payable | 118,451 | 162,726 |
Accrued liabilities and other liabilities | 180,844 | 73,285 |
NET CASH USED IN OPERATING ACTIVITIES | (197,709) | (286,329) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party advances, net | 3,265 | 31,970 |
Proceeds from convertible debt, net of cost | 175,000 | 250,000 |
Bank overdraft | 4,658 | |
Redemption of Series B Preferred | (500) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 178,265 | 286,128 |
NET DECREASE IN CASH | (19,444) | (201) |
CASH, beginning of the period | 21,489 | 201 |
CASH, end of the period | 2,045 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 1,563 | 1,752 |
Income taxes | ||
Non-cash investing and financing activities: | ||
Issuance of common stock for convertible debt and interest | 4,112 | 227,697 |
Increase in debt discount and derivative liabilities | 155,540 | 89,122 |
Initial amount of ROU asset and related liability | 59,216 | |
Reduction of the ROU asset and related liability | 23,686 | 8,882 |
Debt issue cost | $ 256,126 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2020 | |
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”) 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 Laboratorios, S.A. de C.V., a Mexican variable stock corporation (“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 Mexico, Central and Latin America 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 2020. On April 3, 2019, the Company filed an amendment to its Articles of Incorporation to increase its authorized common stock from 500,000,000 shares to 1,500,000,000 shares (see Note 8). The Company’s 1,520,000,000 authorized shares consisted of 1,500,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock, par value $0.0001 per share. On August 6, 2019, the Company filed an amendment to its Articles of Incorporation to increase its authorized common stock from 1,500,000,000 shares to 5,000,000,000 shares (see Note 8). The Company’s 5,020,000,000 authorized shares consist of 5,000,000,000 shares of common stock at $0.0001 per share par value, and 20,000,000 shares of preferred stock at $0.0001 per share par value. On August 28, 2019, the Company filed an amendment to its Articles of Incorporation to implement a reverse stock split of the Company’s issued and outstanding shares of common and preferred stock at a ratio of 1-for-750 (the “Reverse Stock Split”), which became effective on September 12, 2019. In addition, the Company amended the articles to reduce the Company’s authorized shares to; (i) 6,666,667 shares of common stock and; (ii) 26,667 shares of preferred stock, including 1,333 shares of Series A Preferred and 10,523 shares of Series B Preferred. The Reverse Stock Split did not have any effect on the stated par value of the common and preferred stock. All share and per share amounts in the accompanying historical condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split (see Note 8). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
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) which 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 year ended December 31, 2019 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 March 25, 2020. Going concern These condensed 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 the accompanying unaudited condensed consolidated financial statements, the Company had net (loss) from continuing operations of $(5,073,712) for the three months ended March 31, 2020. The net cash used in operations was $197,709 for the three months ended March 31, 2020. Additionally, at March 31, 2020, the Company had an accumulated deficit and stockholders’ deficit and working capital deficit of $31,663,620 and $20,981,175, and $20,982,556, respectively. The Company 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 and is seeking potential candidates for a merger or acquisition. 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. The global pandemic COVID-19, otherwise referred to as the Coronavirus, could impair our ability to raise additional funding or make such funding more costly. The ongoing global pandemic has caused cessation of business and caused capital markets to decline sharply. This could make it more difficult for companies, including ours, to access capital. It is currently difficult to estimate with any certainty how long the pandemic and resulting curtailment of business will continue, and its effect on capital markets and our ability to raise funds is, accordingly, difficult to quantify. In addition, to the extent that any of our personnel or consultants are affected by the virus, this could cause delays or disruption in our planned research and development activities. 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, 2020 include the valuation of liabilities of discontinued operations, useful life of property and equipment, valuation of operating lease right-of-use (“ROU”) assets and 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, 2020. 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, 2020 At December 31, 2019 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 13,841,028 — — $ 9,320,052 A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at December 31, 2019 $ 9,320,052 Initial valuation of derivative liabilities included in debt discount 155,542 Initial valuation of derivative liabilities included in derivative income (expense) 27,390 Reclassification of derivative liabilities to gain (loss) on debt extinguishment (7,735 ) Change in fair value included in derivative income (expense) 4,345,779 Balance at March 31, 2020 $ 13,841,028 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, 2020 and December 31, 2019, 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, 2020 and December 31, 2019. The Company has not experienced any losses in such accounts through March 31, 2020. 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, 2020 and 2019, the Company did not record any impairment loss. Derivative liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises and certain warrants. 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 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity 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 consolidated balance sheet as of the beginning of 2019, the period which the amendment is effective. The Company adopted ASU No. 2017-11 in the first quarter of 2019, and the adoption did not have any impact on its consolidated financial statement and there was no cumulative effect adjustment. 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 operations in 2020 and 2019. 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, 2020 and 2019 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: March 31, 2020 2019 Stock warrants 97,650,046 974,923 Convertible debt 86,124,172 717,980 Stock options 29,600 29,600 Series A preferred stock 1,333 1,333 Series B preferred stock 3,856 3,856 183,809,007 1,727,692 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, 2020 and 2019, research and development costs were $3,308 and $92,618, 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 and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the condensed consolidated statements of operations. 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 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 unaudited consolidated financial statements. |
Discontinued Operations of Vite
Discontinued Operations of Vitel and Oncbiomune Mexico | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [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, 2020 and December 31, 2019 are set forth below. March 31, 2020 December 31, 2019 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, 2020 | |
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 3,111 shares of the Company’s common stock at an initial exercise price of $131.25 (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 bore 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 $112.50 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 were 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 11,150 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 17,372 shares of the Company’s common stock. The November 2016 Notes had no outstanding balance as of December 31, 2018. 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 $56.25 per share then $37.50 per share and then $7.50 per share. Accordingly, pursuant to these ratchet provisions, the conversion price on the November 2016 Notes were lowered to $37.50 per share then to $22.50 per share and then to $4.50 per share and the exercise price of the November 2016 Warrants was lowered to $4.50. Additionally, the total number of November 2016 Warrants were increased on a full ratchet basis from 3,111 warrants to 42,346 warrants, an increase of 39,235 warrants (see Note 8). In September 2017, the Company issued 12,729 shares of its common stock upon the cashless exercise of 12,099 of these warrants (see Note 8). As of March 31, 2020, there were 30,247 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 2,074 shares of the Company’s common stock at an initial exercise price of $131.25 (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 $112.50 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 nine 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 19,819 shares of the Company’s 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. In 2019, the Purchasers converted $77,782, $13,593 and $36,134 outstanding principal, interest and default interest, respectively, of the June 2017 Notes into 32,180 shares of the Company’s common stock. As of March 31, 2020, the June 2017 Notes had outstanding principal and accrued interest of $1,495 and $0, respectively. The June 2017 Notes and related June 2017 Warrants 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 $37.50 per share and then $7.50 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the notes were lowered to $4.50 per shares and the exercise price of the June 2017 Warrants were lowered to $4.50 per share and the total number of June 2017 Warrants were increased on a full ratchet basis from 2,074 warrants to 60,497 warrants, an increase of 58,423 warrants (see Note 8). In 2018, the Company issued 11,332 shares of its common stock upon the cashless exercise of 12,099 of the June 2017 Warrants and 8,066 of these warrants were purchased back from the lender. As of March 31, 2020, there were 40,331 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 6,359 shares of the Company’s common stock at an exercise price of $75.00 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 $52.50 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, $11,414 and $47,028 of outstanding principal, accrued interest and default interest, respectively, of the July 2017 Notes into 31,053 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. 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 and updated principal 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 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 and updated principal of $246,765. In 2018, the Purchasers converted $17,500 of the outstanding principal of the new Note (“Second Assigned Note”), into 4,818 shares of common stock. During the quarter ended September 30, 2019, the default interest charged on June 2018 of $53,733 and prepayment premium charged on October 2018 of $49,535, an aggregate penalty of $103,268, was contested by the Company and the penalties related to these note assignments were removed from the outstanding principal balance of the Second Assigned Note. In addition, certain amounts of the accrued liabilities had been previously included in the principal balance of $32,384 was reversed and a new accrued interest based in the agreed upon principal balance was accrued which totaled $30,612. In 2019, the Purchaser converted $65,140 of outstanding principal, of the Second Assigned Note, into 106,622 shares of common stock. As of March 31, 2020, the Second Assigned Note (July 2017 Notes) had an outstanding principal balance of $28,655 and accrued interest of $33,658. 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 $37.50 per share and then at $7.50 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the July 2017 Notes was lowered to $4.50 per share and the exercise price of the July 2017 Warrants was lowered to $4.50 per share and the total number of July 2017 Warrants was increased on a full ratchet basis from 6,359 warrants to 105,994 warrants, an increase of 99,635 warrants (see Note 8). In 2018, the Company issued 32,289 shares of its common stock upon the cashless exercise of 35,332 of these warrants. As of March 31, 2020, there were 70,663 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 11,111 shares of the Company’s common stock at an exercise price of $30.00 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 18% 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 $22.50 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. In 2019, the Purchasers converted $8,945 of outstanding principal into 47,119 shares of the Company’s common stock. As of March 31, 2020, the January 2018 Notes had outstanding principal and accrued interest of $213,277 and $76,889, respectively. The January 2018 Notes and related Warrants includes; (i) down-round provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception; and (ii) default conversion and exercise price provisions where, the January 2018 Notes shall be convertible and the January 2018 Warrants shall be exercisable at the Default Conversion Price as defined above. The total number of January 2018 Warrants were increased on a full ratchet basis from 11,111 warrants to 4,948,350, an aggregate increase of 4,937,239 warrants (see Note 8). Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, warrants to purchase 10,078 (post anti-dilution) of the Company’s common stock. As of March 31, 2020, there were 4,938,272 warrants outstanding under the January 2018 Warrants. 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 16,667 shares of the Company’s common stock at an exercise price of $30.00 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 $15.00 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. In 2019, the Purchasers converted $69,444 and $612 outstanding principal and accrued interest, respectively, of the March 2017 Notes into 21,779 shares of the Company’s common stock. As of March 31, 2020, the March 2018 Notes had outstanding principal and accrued interest of $152,778 and $53,418, respectively. 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 shall be exercisable at the Default Conversion Price as defined above. Pursuant to a securities purchase agreement dated September 24, 2018, the Company purchased back, from one Purchaser, warrants to purchase 15,117 (post anti-dilution) of the Company’s common stock. The total number of March 2018 Warrants was increased on a full ratchet basis from 16,667 warrants to 7,422,526, an aggregate increase of 7,405,859 warrants. As of March 31, 2020, there were 7,407,408 warrants outstanding under the March 2018 Warrants (see Note 8). 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. As of March 31, 2020, the July 2018 Note is in default, and accruing interest at 24% and had outstanding principal and accrued interest of $150,000 and $33,074, 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 68,056 shares of the Company’s common stock at an exercise price of $30.00 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)), had a maturity date of May 24, 2019 and the principal and interest are convertible at any time at a conversion price equal to $15.00 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 |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
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 31,2020, and December 31, 2019, loan principal due to these third parties amounted to $538,875 for both periods. At March 31,2020, and December 31, 2019, accrued interest payable related to these Loans amounted to $474,961 and $430,223, respectively. |
Operating Lease Right-of-use ('
Operating Lease Right-of-use ('ROU') Assets and Operating Lease Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Operating Lease Right-of-use ("ROU") Assets 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. For the three months ended March 31, 2020, lease costs amounted to $12,284 which included base lease costs of $9,600 and common area and other expenses of $2,684, all of which were expensed during the period and included in general and administrative expenses on the accompanying condensed consolidated statements of operations. On March 23, 2020, the Company and the lessor (collectively as “Parties”) entered into a Settlement Agreement and Mutual Release (“Settlement Agreement”) whereby the Parties have agreed to terminate the lease and settle all claims and to extinguish all rights and claims arising out of the lease agreement entered into in September 2015. Pursuant to the Settlement Agreement, the Parties have agreed to settle all claims for a $16,000 cash payment and the retention by the lessor of the $6,400 deposit. During the three months ended March 31, 2020, the Company recognized $7,884 gain related to the Settlement Agreement and was recorded as a gain on debt extinguishment. As of March 31, 2020, the Company had no remaining lease payments towards the lease. The significant assumption used to determine the present value of the lease liability was a discount rate of 10% which was based on the Company’s estimated incremental borrowing rate. Right-of-use asset (“ROU”) is summarized below: March 31, 2020 Operating office lease $ 59,216 Less accumulated reduction (44,412 ) Adjustment in connection with the termination of lease (14,804 ) Balance of ROU asset as of March 31, 2020 $ — Operating lease liability related to the ROU asset is summarized below: March 31, 2020 Operating office lease $ 59,216 Total lease liabilities 59,216 Reduction of lease liability (44,412 ) Adjustment in connection with the termination of lease (14,804 ) Total as of March 31, 2020 — |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020, due to related party activity consisted of the following: Total Balance due to related parties at December 31, 2018 $ (372,685 ) Working capital advances received (3,265 ) Repayments made — Balance due to related parties at March 31, 2020 $ (375,950 ) |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2020 | |
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 500,000,000 shares to 1,500,000,000 shares (see Note 1). The Company’s 1,520,000,000 authorized shares consisted of 1,500,000,000 shares of common stock at $0.0001 per share par value, and 20,000,000 shares of preferred stock at $0.0001 per share par value. On August 6, 2019, the Company filed an amendment to its Articles of Incorporation to increase its authorized common stock from 1,500,000,000 shares to 5,000,000,000 shares (see Note 1). The Company’s 5,020,000,000 authorized shares consist of 5,000,000,000 shares of common stock at $0.0001 per share par value, and 20,000,000 shares of preferred stock at $0.0001 per share par value. On August 28, 2019, the Company filed an amendment to its Articles of Incorporation to implement a reverse stock split of the Company’s issued and outstanding shares of common and preferred stock at a ratio of 1-for-750 (the “Reverse Stock Split”), which became effective on All share and per share amounts in the accompanying historical condensed consolidated financial statements have been retroactively adjusted to reflect the Stock Split (see Note 1). Series A Preferred Stock On August 20, 2015, the Company filed the Certificate of Designation with the Nevada Secretary of State, designating 1,333 shares of the authorized 26,667 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, 2020, and December 31, 2019, there were 1,333 shares of the Company’s Series A Preferred Stock issued and outstanding. Of these shares, 667 are held by a former Chief Executive Officer and a current member of our Board of Directors and 666 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 10,523 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 3,856 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 and was recorded as compensation expense. In addition, in March 2017 the Company issued 6,667 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). On February 20, 2019, pursuant to the Certificate of Designation, the Company exercised its right to redeem 6,667 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 $0.075 per share of Series B Preferred. As of March 31, 2020, and December 31, 2019, there were 3,856 shares of Series B Preferred issued and outstanding for both periods. Common Stock Common stock issued for debt conversion ● During the three months ended March 31, 2019, the Company issued an aggregate of 57,242 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. ● During the three months ended March 31, 2020, the Company issued an aggregate of 85,780 shares of its common stock upon the conversion of principal note balance of $3,830 and accrued interest of $282. These shares of common stock had an aggregate fair value $12,350 and the difference between the aggregate fair value and the aggregate converted amount of $4,112 resulted in a loss on debt extinguishment of $8,238. Warrants Warrants issued pursuant to equity subscription agreements In 2016, in connection with the sale of common stock, the Company granted an aggregate of 1,292 five-year warrants to purchase common shares for an exercise price of $225 per common share to investors pursuant to unit subscription agreements. As of March 31, 2020, these warrants have not yet been issued. In 2017, in connection with the sale of common stock, the Company granted an aggregate of 6,169 five-year warrants to purchase common shares for an exercise price of $225 per common share to investors pursuant to unit subscription agreements. As of March 31, 2020, these warrants have not yet been issued. 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 $0.20 and $131 (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 exercisable at the Default Conversion Price as defined in the related Notes (see Note 4). As of March 31, 2020, there were not enough authorized shares to allow the issuance of common stock if all the warrants need to be exercised. Outstanding warrants as of March 31, 2020, all of which have been accounted for as derivative liabilities, are summarized as follows: Original Cumulative Anti-dilution Expired, Warrants Agreement Total Outstanding March 31, 2020 Exercise Warrants related to the 2016 subscription agreements* 1,295 — (3 ) — — 1,292 $ 225.00 Warrants related to the 2017 subscription agreements* 6,169 — — — — 6,169 $ 225.00 November 2016 Warrants 3,111 39,235 — — (12,099 ) 30,247 $ 4.50 June 2017 Warrants 2,074 58,423 — (8,067 ) (12,099 ) 40,331 $ 4.50 July 2017 Warrants 6,359 99,635 — — (35,332 ) 70,662 $ 4.50 January 2018 Warrants 11,111 4,937,239 — (10,078 ) — 4,938,272 $ 0.05 March 2018 Warrants 16,667 7,405,859 — (15,117 ) — 7,407,409 $ 0.05 September 2018 Warrants 68,056 45,302,315 — — — 45,370,371 $ 0.05 November 2018 Warrants 6,389 4,252,871 — — — 4,259,260 $ 0.05 March 2019 Warrants 2,778 1,849,074 — — — 1,851,852 $ 0.05 April 2019 Warrants I 1,389 924,537 — — — 925,926 $ 0.05 April 2019 Warrants II 10,264 6,832,329 — — — 6,842,593 $ 0.05 May 2019 Warrants 500 332,833 — — — 333,333 $ 0.05 June 2019 Warrants I 6,458 4,299,098 — — — 4,305,556 $ 0.05 June 2019 Warrants II 5,556 1,846,296 — — — 1,851,852 $ 0.05 July 2019 Warrants I 5,556 1,846,296 — — — 1,851,852 $ 0.05 July 2019 Warrants II 5,556 1,846,296 — — — 1,851,852 $ 0.05 August 2019 Warrants 2,778 923,148 — — — 925,926 $ 0.05 September 2019 Warrants 16,667 5,539,000 — — — 5,555,667 $ 0.05 November 2019 Warrants I 277,500 955,833 — — — 1,233,333 $ 0.05 November 2019 Warrants II 275,000 947,222 — — — 1,222,222 $ 0.05 December 2019 Warrants I 277,500 955,833 — — — 1,233,333 $ 0.05 December 2019 Warrants II 277,500 955,833 — — — 1,233,333 $ 0.05 January 2020 Warrant I 275,000 947,222 — — — 1,222,222 $ 0.05 January 2020 Warrant II 277,500 955,833 — — — 1,233,333 $ 0.05 March 2020 Warrant I 208,333 717,591 — — — 925,924 $ 0.05 March 2020 Warrant II 208,333 717,591 — — — 925,924 $ 0.05 2,255,399 95,487,442 (3 ) (33,262 ) (59,530 ) 97,650,046 * As of March 31, 2020, these warrants, for which the Company has an obligation to issue, have not yet been issued. Warrants activities for the three months ended March 31, 2020 are summarized as follows: Number of Weighted Weighted Aggregate Balance Outstanding at December 31, 2019 73,443,406 $ 0.09 3.83 $ — Issued in connection with financings 969,166 0.05 4.89 — Increase in warrants related to default adjustment 23,237,474 0.29 4.19 — Expired — — — — Exercised — — — — Balance Outstanding at March 31, 2020 97,650,046 $ 0.07 3.74 $ — Exercisable at March 31, 2020 97, 650,046 $ 0.07 3.74 $ — 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 57 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 14 shares. No options were granted under the 2011 stock option plan as of March 31, 2020. During the three months ended March 31, 2020 and 2019, the Company recorded stock-based compensation expense of $17,639 and $68,383 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 yields 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 based on the simplified method as the Company does not have adequate exercise experience to determine the expected term. 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, 2020, there were 41,600 options issued and outstanding out of which 29,600 options were vested and exercisable. As of March 31, 2020, there was $17,640 of unvested stock-based compensation expense to be recognized through April 24, 2020. The aggregate intrinsic value at March 31, 2020 was $0 which was calculated based on the difference between the quoted share price on March 31, 2020 and the exercise price of the underlying options. Stock option activities for the three months ended March 31, 2020 are summarized as follows: Number of Weighted Weighted Aggregate Balance Outstanding at December 31, 2019 41,600 $ 36.69 9.34 $ — Granted — — — — Expired/Forfeited — — — — Balance Outstanding at March 31, 2020 41,600 $ 36.69 8.50 $ — Exercisable at March 31, 2020 29,600 $ 47.91 7.86 $ — |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
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 renewed 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 provided that Dr. Barnett’s salary for calendar year 2019 was $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. Pursuant to the employment agreement, the Company also granted 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 was to vest ratably over the first three anniversary dates of the grant date. On April 24, 2019, Dr. Barnett was granted 11,130 stock options with exercise price of $9.00 per share, vest dates of; (i) 3,710 on January 9, 2020; (ii) 3,710 on January 9, 2021; and (iii) 3,710 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) (see Note 8). On November 8, 2019, Dr. Barnett resigned as the Company’s Chief Executive Officer which resulted in forfeiture of 11,130 of unvested stock options granted to him. The Company reversed $24,995 of stock-based compensation and $56,808 of the remaining deferred compensation which makes up the grant date fair value of $81,803 initially recorded as deferred compensation in April 2019. 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 (see Note 6). On March 23, 2020, the Company and the lessor (collectively as “Parties”) entered into a Settlement Agreement and Mutual Release (“Settlement Agreement”) whereby the Parties have agreed to terminate the lease and settle all claims and to extinguish all rights and claims arising out of the lease agreement entered into in September 2015. Pursuant to the Settlement Agreement, the Parties have agreed to settle all claims for a $16,000 cash payment and the retention by the lessor of the $6,400 deposit. As of March 31, 2020, the Company had no remaining lease payments towards the lease (see Note 6). |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 - SUBSEQUENT EVENTS Subsequent to March 31, 2020, the Company issued a total of 22,795 shares of common stock to several investors, pursuant to the 2017 subscription agreements which were accounted for as commons stock issuable in 2017. On May 6, 2020, the independent members of the Board approved the issuance of a total of 450,001 restricted shares of common stock to Dr. Head and Mr. Kucharchuk, in lieu of and in satisfaction of accrued and unpaid compensation owed to them in the aggregate amount of $27,000. On May 8, 2020, the Company entered into a securities purchase agreement (the “Thirtieth Purchase Agreement”) for the sale of the Company’s convertible note and warrants. Pursuant to the Thirtieth Purchase Agreement, the Company issued to the Thirtieth Round Purchaser a note (the “May 2020 Note”) with a principal amount of $55,500 with 10% OID and five-year warrants (the “May 2020 Warrants”) to purchase an aggregate of 277,500 shares of the Company’s common stock at an exercise price of $0.20 per share (subject to adjustments under certain conditions as defined in the May 2020 Warrants). The Company received $50,000 in aggregate net proceeds from the sale, net of $5,500 original issue discount. The May 2020 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 May 2020 Note)), shall mature on October 8, 2020 and the principal and interest are convertible at any time at a conversion price equal to $0.20 per share (subject to adjustment as provided in the May 2020 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 May 2020 Note shall be convertible and the May 2020 Warrants 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 purchaser may not convert the May 2020 Note to the extent that such conversion would result in beneficial ownership by a purchaser and its affiliates of more than 9.9% of the Company’s issued and outstanding common stock. The May 2020 Note may be prepaid at any time until the 180th following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the May 2020 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 May 2020 Note and accrued and unpaid interest during month six following the original issue date. In order to prepay the May 2020 Note, the Company shall provide twenty trading days prior written notice to the lender, during which time the purchaser may convert the May 2020 Note in whole or in part at the conversion price. The initial exercise price of the May 2020 Warrants is $0.20 per share, subject to adjustment as described below, and are exercisable for five years after the issuance date. The May 2020 Warrants is 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 May 2020 Warrants 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 warrants in the two years after the issue date of the Warrants (“Dilutive Issuances”). On May 11, 2020, holders of 50.2% of the voting power of our capital stock acted by written consent in lieu of a meeting to approve an increase in the Company’s authorized common stock, par value $0.0001 per share, from 6,666,667 shares to 12,000,000,000 shares and to change our corporate name from OncBioMune Pharmaceuticals, Inc. to “Theralink Technologies, Inc.” Asset Purchase Agreement On May 12, 2020, OncBioMune Pharmaceuticals, Inc. (the “Company”) and Avant Diagnostics, Inc. (“Avant”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”). Following the consummation of the transactions contemplated in the Asset Purchase Agreement, the Company will acquire substantially all of the assets of Avant and assume certain of its liabilities (the “Asset Sale Transaction”). Upon the terms and subject to the conditions of the Asset Purchase Agreement, Avant agreed to sell to the Company all of Avant’s title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired, except for the specific excluded assets, which relate to, or are used or held for use in connection with, Avant’s business. The Company also agreed to hire all Avant’s employees upon consummation of the Asset Sale Transaction. As consideration for the Asset Sale Transaction, Company shall issue to Avant 1,000 shares of a newly created Series D-1 Convertible Preferred Stock of the Company (the “Series D-1 Preferred”) and 656,674,588 warrants to replace warrants outstanding held by warrant holders of the seller. Upon the effectiveness of the amendment to our Articles of Incorporation to increase our authorized common stock to 12,000,000,000 shares, all such shares of Series D-1 Preferred issued to Avant shall automatically convert into approximately 4,441,400,000 shares of Common Stock of the Company. The Series D-1 Preferred, together with the warrants to be assumed and certain options to be granted to management and employees pursuant to employment arrangements to be finalized on or around the closing date shall represent approximately 85% of the fully-diluted shares of the Company upon closing of the Asset Sale Transaction. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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) which 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 year ended December 31, 2019 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 March 25, 2020. |
Going Concern | Going concern These condensed 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 the accompanying unaudited condensed consolidated financial statements, the Company had net (loss) from continuing operations of $(5,073,712) for the three months ended March 31, 2020. The net cash used in operations was $197,709 for the three months ended March 31, 2020. Additionally, at March 31, 2020, the Company had an accumulated deficit and stockholders’ deficit and working capital deficit of $31,663,620 and $20,981,175, and $20,982,556, respectively. The Company 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 and is seeking potential candidates for a merger or acquisition. 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. The global pandemic COVID-19, otherwise referred to as the Coronavirus, could impair our ability to raise additional funding or make such funding more costly. The ongoing global pandemic has caused cessation of business and caused capital markets to decline sharply. This could make it more difficult for companies, including ours, to access capital. It is currently difficult to estimate with any certainty how long the pandemic and resulting curtailment of business will continue, and its effect on capital markets and our ability to raise funds is, accordingly, difficult to quantify. In addition, to the extent that any of our personnel or consultants are affected by the virus, this could cause delays or disruption in our planned research and development activities. |
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, 2020 include the valuation of liabilities of discontinued operations, useful life of property and equipment, valuation of operating lease right-of-use (“ROU”) assets and 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, 2020. 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, 2020 At December 31, 2019 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 13,841,028 — — $ 9,320,052 A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at December 31, 2019 $ 9,320,052 Initial valuation of derivative liabilities included in debt discount 155,542 Initial valuation of derivative liabilities included in derivative income (expense) 27,390 Reclassification of derivative liabilities to gain (loss) on debt extinguishment (7,735 ) Change in fair value included in derivative income (expense) 4,345,779 Balance at March 31, 2020 $ 13,841,028 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, 2020 and December 31, 2019, 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, 2020 and December 31, 2019. The Company has not experienced any losses in such accounts through March 31, 2020. |
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, 2020 and 2019, 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 and certain warrants. 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 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity 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 consolidated balance sheet as of the beginning of 2019, the period which the amendment is effective. The Company adopted ASU No. 2017-11 in the first quarter of 2019, and the adoption did not have any impact on its consolidated financial statement and there was no cumulative effect adjustment. |
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 operations in 2020 and 2019. |
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, 2020 and 2019 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: March 31, 2020 2019 Stock warrants 97,650,046 974,923 Convertible debt 86,124,172 717,980 Stock options 29,600 29,600 Series A preferred stock 1,333 1,333 Series B preferred stock 3,856 3,856 183,809,007 1,727,692 |
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, 2020 and 2019, research and development costs were $3,308 and $92,618, 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 and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the condensed consolidated statements of operations. |
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 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 unaudited consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 At December 31, 2019 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 13,841,028 — — $ 9,320,052 |
Schedule of Roll Forward of Level 3 Valuation Financial Instruments | A roll forward of the level 3 valuation financial instruments is as follows: Derivative Liabilities Balance at December 31, 2019 $ 9,320,052 Initial valuation of derivative liabilities included in debt discount 155,542 Initial valuation of derivative liabilities included in derivative income (expense) 27,390 Reclassification of derivative liabilities to gain (loss) on debt extinguishment (7,735 ) Change in fair value included in derivative income (expense) 4,345,779 Balance at March 31, 2020 $ 13,841,028 |
Schedule of Anti-dilutive Shares Outstanding | The following potentially dilutive equity securities outstanding as of March 31, 2020 and 2019 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: March 31, 2020 2019 Stock warrants 97,650,046 974,923 Convertible debt 86,124,172 717,980 Stock options 29,600 29,600 Series A preferred stock 1,333 1,333 Series B preferred stock 3,856 3,856 183,809,007 1,727,692 |
Discontinued Operations of Vi_2
Discontinued Operations of Vitel and Oncbiomune Mexico (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and December 31, 2019 are set forth below. March 31, 2020 December 31, 2019 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, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | During the three months ended March 31, 2020, 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 235 % to 259 % Risk-free interest rate 0.17 % to 1.53 % |
Schedule of Convertible Debt | At March 31, 2020 and December 31, 2019, the convertible debt consisted of the following: March 31, 2020 December 31, 2019 Principal amount $ 3,366,161 $ 3,175,655 Less: unamortized debt discount (256,126 ) (260,358 ) Convertible note payable, net $ 3,110,035 $ 2,915,297 |
Operating Lease Right-of-use _2
Operating Lease Right-of-use ('ROU') Assets and Operating Lease Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Right-of-use Assets | Right-of-use asset (“ROU”) is summarized below: March 31, 2020 Operating office lease $ 59,216 Less accumulated reduction (44,412 ) Adjustment in connection with the termination of lease (14,804 ) Balance of ROU asset as of March 31, 2020 $ — |
Schedule of Operating Lease Liability | Operating lease liability related to the ROU asset is summarized below: March 31, 2020 Operating office lease $ 59,216 Total lease liabilities 59,216 Reduction of lease liability (44,412 ) Adjustment in connection with the termination of lease (14,804 ) Total as of March 31, 2020 — |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Parties Activity | For the three months ended March 31, 2020, due to related party activity consisted of the following: Total Balance due to related parties at December 31, 2018 $ (372,685 ) Working capital advances received (3,265 ) Repayments made — Balance due to related parties at March 31, 2020 $ (375,950 ) |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding | Outstanding warrants as of March 31, 2020, all of which have been accounted for as derivative liabilities, are summarized as follows: Original Cumulative Anti-dilution Expired, Warrants Agreement Total Outstanding March 31, 2020 Exercise Warrants related to the 2016 subscription agreements* 1,295 — (3 ) — — 1,292 $ 225.00 Warrants related to the 2017 subscription agreements* 6,169 — — — — 6,169 $ 225.00 November 2016 Warrants 3,111 39,235 — — (12,099 ) 30,247 $ 4.50 June 2017 Warrants 2,074 58,423 — (8,067 ) (12,099 ) 40,331 $ 4.50 July 2017 Warrants 6,359 99,635 — — (35,332 ) 70,662 $ 4.50 January 2018 Warrants 11,111 4,937,239 — (10,078 ) — 4,938,272 $ 0.05 March 2018 Warrants 16,667 7,405,859 — (15,117 ) — 7,407,409 $ 0.05 September 2018 Warrants 68,056 45,302,315 — — — 45,370,371 $ 0.05 November 2018 Warrants 6,389 4,252,871 — — — 4,259,260 $ 0.05 March 2019 Warrants 2,778 1,849,074 — — — 1,851,852 $ 0.05 April 2019 Warrants I 1,389 924,537 — — — 925,926 $ 0.05 April 2019 Warrants II 10,264 6,832,329 — — — 6,842,593 $ 0.05 May 2019 Warrants 500 332,833 — — — 333,333 $ 0.05 June 2019 Warrants I 6,458 4,299,098 — — — 4,305,556 $ 0.05 June 2019 Warrants II 5,556 1,846,296 — — — 1,851,852 $ 0.05 July 2019 Warrants I 5,556 1,846,296 — — — 1,851,852 $ 0.05 July 2019 Warrants II 5,556 1,846,296 — — — 1,851,852 $ 0.05 August 2019 Warrants 2,778 923,148 — — — 925,926 $ 0.05 September 2019 Warrants 16,667 5,539,000 — — — 5,555,667 $ 0.05 November 2019 Warrants I 277,500 955,833 — — — 1,233,333 $ 0.05 November 2019 Warrants II 275,000 947,222 — — — 1,222,222 $ 0.05 December 2019 Warrants I 277,500 955,833 — — — 1,233,333 $ 0.05 December 2019 Warrants II 277,500 955,833 — — — 1,233,333 $ 0.05 January 2020 Warrant I 275,000 947,222 — — — 1,222,222 $ 0.05 January 2020 Warrant II 277,500 955,833 — — — 1,233,333 $ 0.05 March 2020 Warrant I 208,333 717,591 — — — 925,924 $ 0.05 March 2020 Warrant II 208,333 717,591 — — — 925,924 $ 0.05 2,255,399 95,487,442 (3 ) (33,262 ) (59,530 ) 97,650,046 * As of March 31, 2020, these warrants, for which the Company has an obligation to issue, have not yet been issued. |
Schedule of Warrant Activities | Warrants activities for the three months ended March 31, 2020 are summarized as follows: Number of Weighted Weighted Aggregate Balance Outstanding at December 31, 2019 73,443,406 $ 0.09 3.83 $ — Issued in connection with financings 969,166 0.05 4.89 — Increase in warrants related to default adjustment 23,237,474 0.29 4.19 — Expired — — — — Exercised — — — — Balance Outstanding at March 31, 2020 97,650,046 $ 0.07 3.74 $ — Exercisable at March 31, 2020 97, 650,046 $ 0.07 3.74 $ — |
Schedule of Stock Option Activities | Stock option activities for the three months ended March 31, 2020 are summarized as follows: Number of Weighted Weighted Aggregate Balance Outstanding at December 31, 2019 41,600 $ 36.69 9.34 $ — Granted — — — — Expired/Forfeited — — — — Balance Outstanding at March 31, 2020 41,600 $ 36.69 8.50 $ — Exercisable at March 31, 2020 29,600 $ 47.91 7.86 $ — |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - $ / shares | Aug. 28, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Aug. 06, 2019 | Apr. 03, 2019 | Feb. 20, 2019 | Mar. 10, 2017 | Mar. 07, 2017 | Aug. 20, 2015 |
Common stock, shares authorized | 6,666,667 | 6,666,667 | 5,020,000,000 | 1,520,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares authorized | 26,667 | 26,667 | 20,000,000 | 20,000,000 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.075 | ||||
Reverse stock split, description | Ratio of 1-for-750 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 1,333 | 1,333 | 26,667 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Series B Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 10,523 | 10,523 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common Stock [Member] | |||||||||
Common stock, shares authorized | 5,000,000,000 | 1,500,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Minimum [Member] | |||||||||
Common stock, shares authorized | 1,500,000,000 | 500,000,000 | |||||||
Maximum [Member] | |||||||||
Common stock, shares authorized | 5,000,000,000 | 1,500,000,000 | |||||||
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, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Net income (loss) | $ (5,073,712) | $ (4,448,618) | |
Net cash used in operations | (197,709) | (286,329) | |
Accumulated deficit | (31,663,620) | $ (26,589,908) | |
Working capital deficit | 20,982,556 | ||
Cash equivalents | |||
Cash FDIC | |||
Impairment of long-lived assets | |||
Revenue from continuing operations | |||
Uncertain tax portion | |||
Interest and penalties | |||
Research and development costs | $ 3,308 | $ 92,618 | |
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, 2020 | Dec. 31, 2019 |
Derivative liabilities | $ 13,841,028 | $ 9,320,052 |
Level 1 [Member] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Derivative liabilities | $ 13,841,028 | $ 9,320,052 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Roll Forward of Level 3 Valuation Financial Instruments (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
Balance at beginning of year | $ 9,320,052 |
Initial valuation of derivative liabilities included in debt discount | 155,542 |
Initial valuation of derivative liabilities included in derivative income (expense) | 27,390 |
Reclassification of derivative liabilities to gain (loss) on debt extinguishment | (7,735) |
Change in fair value included in derivative income (expense) | 4,345,779 |
Balance at end of year | $ 13,841,028 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total antidilutive securities excluded from computation of earnings per share | 183,809,007 | 1,727,692 |
Stock Warrants [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 97,650,046 | 974,923 |
Convertible Debt [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 86,124,172 | 717,980 |
Stock Options [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 29,600 | 29,600 |
Series A Preferred Stock [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 1,333 | 1,333 |
Series B Preferred Stock [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 3,856 | 3,856 |
Discontinued Operations of Vi_3
Discontinued Operations of Vitel and Oncbiomune Mexico (Details Narrative) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 |
Liabilities of discontinued operation | $ 686,547 | $ 686,547 | |
Vitel Stockholders [Member] | |||
Liabilities of discontinued operation | $ 686,547 |
Discontinued Operations of Vi_4
Discontinued Operations of Vitel and Oncbiomune Mexico - Schedule of Discontinued Operations Financial Statements (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
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. 18, 2020 | Jan. 29, 2020 | Jan. 27, 2020 | Dec. 23, 2019 | Nov. 15, 2019 | Sep. 27, 2019 | Aug. 28, 2019 | Aug. 19, 2019 | Jul. 08, 2019 | Jul. 02, 2019 | Jun. 26, 2019 | Jun. 03, 2019 | May 29, 2019 | Apr. 29, 2019 | Apr. 02, 2019 | Mar. 25, 2019 | Jan. 18, 2019 | Nov. 13, 2018 | Oct. 16, 2018 | Sep. 24, 2018 | Jul. 25, 2018 | Jun. 05, 2018 | Mar. 13, 2018 | Jan. 29, 2018 | Jul. 26, 2017 | Jun. 02, 2017 | May 23, 2017 | Nov. 23, 2016 | Dec. 31, 2018 | Sep. 30, 2017 | May 31, 2017 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 31, 2014 |
Number of common stock issued for cashless exercise | 12,729 | ||||||||||||||||||||||||||||||||||||||
Cashless exercise warrants, shares | 12,099 | ||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 3,366,161 | $ 3,175,655 | |||||||||||||||||||||||||||||||||||||
Common stock issued conversion of convertible debt | 12,350 | $ 439,358 | |||||||||||||||||||||||||||||||||||||
Gain (Loss) on extinguishment of debt | 7,380 | (36,864) | |||||||||||||||||||||||||||||||||||||
Derivative income (expense) | (4,373,169) | (3,077,306) | |||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | $ 179,108 | 615,806 | |||||||||||||||||||||||||||||||||||||
June 2017 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 2,074 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 4.50 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 40,331 | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued for cashless exercise | 11,332 | ||||||||||||||||||||||||||||||||||||||
Cashless exercise warrants, shares | 12,099 | ||||||||||||||||||||||||||||||||||||||
July 2017 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 6,359 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 4.50 | ||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt, shares | 32,289 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 70,663 | ||||||||||||||||||||||||||||||||||||||
Cashless exercise warrants, shares | 35,332 | ||||||||||||||||||||||||||||||||||||||
March 2018 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 16,667 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.05 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 7,407,409 | ||||||||||||||||||||||||||||||||||||||
September 2018 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 68,056 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.05 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 45,370,371 | ||||||||||||||||||||||||||||||||||||||
September 2018 Warrants [Member] | Seventh Month Amortization [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt, shares | 39,934 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 68,056 | 45,370,371 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 45,302,315 | ||||||||||||||||||||||||||||||||||||||
November 2018 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 6,389 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.05 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 4,259,260 | ||||||||||||||||||||||||||||||||||||||
May 2019 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 500 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.05 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 333,333 | ||||||||||||||||||||||||||||||||||||||
June 2019 Warrants I [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 6,458 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.05 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 4,305,556 | ||||||||||||||||||||||||||||||||||||||
Maximum [Member] | September 2018 Warrants [Member] | Seventh Month Amortization [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 45,370,371 | ||||||||||||||||||||||||||||||||||||||
Maximum [Member] | November 2018 Warrants [Member] | Seventh Month Amortization [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 4,259,260 | ||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | June 2017 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 4.50 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 4.50 | ||||||||||||||||||||||||||||||||||||||
Sale of stock, description of transaction | Subsequent to the date of these June 2017 Notes, the Company sold stock at a share price of $37.50 per share and then $7.50 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the notes were lowered to $4.50 per shares and the exercise price of the June 2017 Warrants were lowered to $4.50 per share and the total number of June 2017 Warrants were increased on a full ratchet basis from 2,074 warrants to 60,497 warrants, an increase of 58,423 warrants | ||||||||||||||||||||||||||||||||||||||
Sale of stock price per share | $ 37.50 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 2,074 | ||||||||||||||||||||||||||||||||||||||
Number of warrants increased | 58,423 | ||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Maximum [Member] | June 2017 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 60,497 | ||||||||||||||||||||||||||||||||||||||
November 2016 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 30,247 | ||||||||||||||||||||||||||||||||||||||
2nd Securities Purchase Agreement [Member] | June 2017 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 2,074 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 131.25 | ||||||||||||||||||||||||||||||||||||||
Puritan Settlement Agreement [Member] | June 2017 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 8,066 | ||||||||||||||||||||||||||||||||||||||
Third Securities Purchase Agreements [Member] | July 2017 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 4.50 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 4.50 | ||||||||||||||||||||||||||||||||||||||
Sale of stock, description of transaction | Subsequent to the date of these July 2017 Notes, the Company sold stock at a share price of $37.50 per share and then at $7.50 per share. Accordingly, pursuant to these ratchet provisions, the conversion price of the July 2017 Notes was lowered to $4.50 per share and the exercise price of the July 2017 Warrants was lowered to $4.50 per share and the total number of July 2017 Warrants was increased on a full ratchet basis from 6,359 warrants to 105,994 warrants, an increase of 99,635 warrants | ||||||||||||||||||||||||||||||||||||||
Sale of stock price per share | $ 37.50 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 6,359 | ||||||||||||||||||||||||||||||||||||||
Number of warrants increased | 99,635 | ||||||||||||||||||||||||||||||||||||||
Third Securities Purchase Agreements [Member] | Maximum [Member] | July 2017 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 105,994 | ||||||||||||||||||||||||||||||||||||||
Fourth Securities Purchase Agreement [Member] | January 2018 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 10,078 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 4,938,272 | ||||||||||||||||||||||||||||||||||||||
Fourth Securities Purchase Agreement [Member] | Maximum [Member] | January 2018 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 4,948,350 | ||||||||||||||||||||||||||||||||||||||
Fifth Securities Purchase Agreement [Member] | March 2018 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 15,117 | 16,667 | 7,407,408 | ||||||||||||||||||||||||||||||||||||
Number of warrants increased | 7,405,859 | ||||||||||||||||||||||||||||||||||||||
Fifth Securities Purchase Agreement [Member] | Maximum [Member] | March 2018 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 7,422,526 | ||||||||||||||||||||||||||||||||||||||
Eighth Securities Purchase Agreement [Member] | November 2018 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 6,389 | 4,259,260 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 4,252,871 | ||||||||||||||||||||||||||||||||||||||
Eleventh Securities Purchase Agreement [Member] | March 2019 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 2,778 | 1,851,852 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 1,849,074 | ||||||||||||||||||||||||||||||||||||||
Eleventh Securities Purchase Agreement [Member] | Maximum [Member] | March 2019 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 1,851,852 | ||||||||||||||||||||||||||||||||||||||
Twelfth Securities Purchase Agreement [Member] | April 2019 Warrant I [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 1,389 | 925,926 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 924,537 | ||||||||||||||||||||||||||||||||||||||
Twelfth Securities Purchase Agreement [Member] | Maximum [Member] | April 2019 Warrant I [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 925,926 | ||||||||||||||||||||||||||||||||||||||
Thirteenth Securities Purchase Agreement [Member] | April 2019 Warrants II [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 10,264 | 6,842,593 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 6,832,329 | ||||||||||||||||||||||||||||||||||||||
Thirteenth Securities Purchase Agreement [Member] | Maximum [Member] | April 2019 Warrants II [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 6,842,593 | ||||||||||||||||||||||||||||||||||||||
Fourteenth Securities Purchase Agreement [Member] | May 2019 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 500 | 333,333 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 332,833 | ||||||||||||||||||||||||||||||||||||||
Fourteenth Securities Purchase Agreement [Member] | Maximum [Member] | May 2019 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 333,333 | ||||||||||||||||||||||||||||||||||||||
Fifteenth Securities Purchase Agreement [Member] | June 2019 Warrants I [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 6,458 | 4,305,556 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 4,299,098 | ||||||||||||||||||||||||||||||||||||||
Fifteenth Securities Purchase Agreement [Member] | June 2019 Warrant II [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 15 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 5,556 | 1,851,852 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 1,846,296 | ||||||||||||||||||||||||||||||||||||||
Fifteenth Securities Purchase Agreement [Member] | Maximum [Member] | June 2019 Warrant II [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 1,851,852 | ||||||||||||||||||||||||||||||||||||||
Twenty-First Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 4,112 | ||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt, shares | 85,780 | ||||||||||||||||||||||||||||||||||||||
Common stock issued conversion of convertible debt | $ 12,350 | ||||||||||||||||||||||||||||||||||||||
Gain (Loss) on extinguishment of debt | 8,238 | ||||||||||||||||||||||||||||||||||||||
Twenty-First Purchase Agreement [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | 282 | ||||||||||||||||||||||||||||||||||||||
Twenty-First Purchase Agreement [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | $ 3,830 | ||||||||||||||||||||||||||||||||||||||
Twenty Fifth Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 50,000 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Oct. 30, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Offering costs | $ 5,000 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
Twenty Fifth Purchase Agreement [Member] | January 2020 Warrants I [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 275,000 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 275,000 | ||||||||||||||||||||||||||||||||||||||
Twenty Fifth Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 55,500 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 1,222,222 | 1,222,222 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 947,222 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,752 | ||||||||||||||||||||||||||||||||||||||
Twenty Fifth Purchase Agreement [Member] | January 2020 Note I [Member] | During The Period from The Original Issue Date [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of outstanding principal balance of note prepaid | 115.00% | ||||||||||||||||||||||||||||||||||||||
Twenty Fifth Purchase Agreement [Member] | January 2020 Note I [Member] | During Months Six Following The Original Issue Date [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of outstanding principal balance of note prepaid | 120.00% | ||||||||||||||||||||||||||||||||||||||
Twenty Sixth Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 55,000 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Oct. 30, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Offering costs | $ 5,000 | ||||||||||||||||||||||||||||||||||||||
Twenty Sixth Purchase Agreement [Member] | January 2020 Warrants II [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 277,500 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 55,500 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 277,500 | 1,233,333 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 955,833 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,697 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
Twenty Sixth Purchase Agreement [Member] | Maximum [Member] | January 2020 Warrants II [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 1,233,333 | ||||||||||||||||||||||||||||||||||||||
Twenty Sixth Purchase Agreement [Member] | January 2020 Note II [Member] | During The Period from The Original Issue Date [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of outstanding principal balance of note prepaid | 115.00% | ||||||||||||||||||||||||||||||||||||||
Twenty Sixth Purchase Agreement [Member] | January 2020 Note II [Member] | During Months Six Following The Original Issue Date [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of outstanding principal balance of note prepaid | 120.00% | ||||||||||||||||||||||||||||||||||||||
Twenty Seven Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 41,667 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 37,500 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Nov. 18, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Offering costs | $ 4,167 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
Twenty Seven Purchase Agreement [Member] | March 2020 Warrants I [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 208,333 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 41,667 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 208,333 | 9,259,254 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 717,591 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 267 | ||||||||||||||||||||||||||||||||||||||
Twenty Seven Purchase Agreement [Member] | Maximum [Member] | March 2020 Warrants I [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 925,924 | ||||||||||||||||||||||||||||||||||||||
Twenty Seven Purchase Agreement [Member] | March 2020 Note [Member] | During The Period from The Original Issue Date [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of outstanding principal balance of note prepaid | 115.00% | ||||||||||||||||||||||||||||||||||||||
Twenty Seven Purchase Agreement [Member] | March 2020 Note [Member] | During Months Six Following The Original Issue Date [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of outstanding principal balance of note prepaid | 120.00% | ||||||||||||||||||||||||||||||||||||||
Twenty Eight Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 41,667 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 37,500 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Nov. 18, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Offering costs | $ 4,167 | ||||||||||||||||||||||||||||||||||||||
Twenty Eight Purchase Agreement [Member] | March 2020 Warrants II [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 208,333 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 41,667 | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 208,333 | 9,259,254 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 717,591 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 267 | ||||||||||||||||||||||||||||||||||||||
Twenty Eight Purchase Agreement [Member] | Maximum [Member] | March 2020 Warrants II [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 925,924 | ||||||||||||||||||||||||||||||||||||||
Twenty Eight Purchase Agreement [Member] | March 2020 Note [Member] | During The Period from The Original Issue Date [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of outstanding principal balance of note prepaid | 115.00% | ||||||||||||||||||||||||||||||||||||||
Twenty Eight Purchase Agreement [Member] | March 2020 Note [Member] | During Months Six Following The Original Issue Date [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of outstanding principal balance of note prepaid | 120.00% | ||||||||||||||||||||||||||||||||||||||
Derivative Liabilities Pursuant to Notes and Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Embedded derivative liability | 182,931 | ||||||||||||||||||||||||||||||||||||||
Derivative income (expense) | 4,373,169 | 3,077,306 | |||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | 179,108 | $ 615,806 | |||||||||||||||||||||||||||||||||||||
November 2016 Notes [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 4.50 | $ 4.50 | |||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt, shares | 17,372 | 11,150 | |||||||||||||||||||||||||||||||||||||
Sale of stock, description of transaction | Subsequent to the date of these November 2016 Notes, the Company sold stock at a share price of $56.25 per share then $37.50 per share and then $7.50 per share. Accordingly, pursuant to these ratchet provisions, the conversion price on the November 2016 Notes were lowered to $37.50 per share then to $22.50 per share and then to $4.50 per share and the exercise price of the November 2016 Warrants was lowered to $4.50. | ||||||||||||||||||||||||||||||||||||||
Sale of stock price per share | $ 56.25 | $ 56.25 | |||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 3,111 | 3,111 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 39,235 | 39,235 | |||||||||||||||||||||||||||||||||||||
November 2016 Notes [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 42,346 | 42,346 | |||||||||||||||||||||||||||||||||||||
November 2016 Notes [Member] | Outstanding Principal [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | $ 139,712 | $ 369,423 | |||||||||||||||||||||||||||||||||||||
November 2016 Notes [Member] | Interest [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | $ 21,869 | 32,878 | |||||||||||||||||||||||||||||||||||||
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 3,111 shares of the Company's common stock at an initial exercise price of $131.25 (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 | 3,111 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 131.25 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 350,000 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 300,000 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 10.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 24.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jul. 23, 2017 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 112.50 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
November 2016 Notes [Member] | Forbearance Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Debt bore 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 | ||||||||||||||||||||||||||||||||||||||
November 2016 Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
June 2017 Notes [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt, shares | 19,819 | ||||||||||||||||||||||||||||||||||||||
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] | Outstanding Principal [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | $ 118,786 | ||||||||||||||||||||||||||||||||||||||
June 2017 Notes [Member] | Interest [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | $ 7,036 | ||||||||||||||||||||||||||||||||||||||
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 2,074 shares of the Company's common stock at an initial exercise price of $131.25 (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 | $ 233,345 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 190,000 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 33,345 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 10.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 24.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Feb. 2, 2018 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 112.50 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Interest expense debt | $ 2,268 | ||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt, shares | 32,180 | ||||||||||||||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||||||||||||
Debt face amount | 1,495 | ||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | $ 37,814 | $ 77,782 | |||||||||||||||||||||||||||||||||||||
June 2017 Notes [Member] | 2nd Securities Purchase Agreement [Member] | Interest [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | 4,534 | 13,593 | |||||||||||||||||||||||||||||||||||||
June 2017 Notes [Member] | 2nd Securities Purchase Agreement [Member] | Default Interest [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | 36,134 | ||||||||||||||||||||||||||||||||||||||
June 2017 Notes [Member] | 2nd Securities Purchase Agreement [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||
Debt face amount | 0 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 0 | ||||||||||||||||||||||||||||||||||||||
July 2017 Notes [Member] | |||||||||||||||||||||||||||||||||||||||
Debt face amount | 28,655 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 33,658 | ||||||||||||||||||||||||||||||||||||||
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 6,359 shares of the Company's common stock at an exercise price of $75.00 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 | 6,359 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 75 | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 333,883 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 24.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 25, 2018 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 52.50 | ||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt, shares | 31,053 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 38,395 | ||||||||||||||||||||||||||||||||||||||
July 2017 Notes [Member] | Third Securities Purchase Agreement [Member] | Outstanding Principal [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | $ 111,295 | ||||||||||||||||||||||||||||||||||||||
July 2017 Notes [Member] | Third Securities Purchase Agreement [Member] | Default Interest [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | 47,028 | ||||||||||||||||||||||||||||||||||||||
July 2017 Notes [Member] | Third Securities Purchase Agreement [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | 11,414 | ||||||||||||||||||||||||||||||||||||||
First Assigned Note [Member] | Assignment Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 111,295 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 29,180 | ||||||||||||||||||||||||||||||||||||||
Default interest amount | 53,733 | ||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 194,208 | ||||||||||||||||||||||||||||||||||||||
Second Assigned Note [Member] | |||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 32,384 | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 30,612 | ||||||||||||||||||||||||||||||||||||||
Default interest amount | 53,733 | ||||||||||||||||||||||||||||||||||||||
Prepayment premium amount | 49,535 | ||||||||||||||||||||||||||||||||||||||
Aggregate penalty amount | $ 103,268 | ||||||||||||||||||||||||||||||||||||||
Second Assigned Note [Member] | Assignment Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 194,208 | ||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | $ 65,140 | $ 17,500 | |||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt, shares | 106,622 | 4,818 | |||||||||||||||||||||||||||||||||||||
Accrued interest | 3,204 | ||||||||||||||||||||||||||||||||||||||
Convertible debt | 246,765 | ||||||||||||||||||||||||||||||||||||||
Prepayment premium amount | $ 49,535 | ||||||||||||||||||||||||||||||||||||||
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 11,111 shares of the Company's common stock at an exercise price of $30.00 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 | 11,111 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | 111,111 | $ 333,333 | 213,277 | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 295,000 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 33,333 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Sep. 29, 2018 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 22.50 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | $ 8,945 | ||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt, shares | 47,119 | ||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 98,031 | 76,889 | |||||||||||||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 11,111 | ||||||||||||||||||||||||||||||||||||||
Number of warrants increased | 4,937,239 | ||||||||||||||||||||||||||||||||||||||
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 16,667 shares of the Company's common stock at an exercise price of $30.00 per share. | ||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 16,667 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
Debt face amount | 111,111 | $ 333,333 | 152,778 | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 61,000 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 33,333 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Nov. 13, 2018 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 15 | ||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 97,383 | $ 53,418 | |||||||||||||||||||||||||||||||||||||
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% | ||||||||||||||||||||||||||||||||||||||
March 2017 Notes [Member] | Fifth Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt, shares | 21,779 | ||||||||||||||||||||||||||||||||||||||
March 2017 Notes [Member] | Fifth Securities Purchase Agreement [Member] | Outstanding Principal [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | $ 69,444 | ||||||||||||||||||||||||||||||||||||||
March 2017 Notes [Member] | Fifth Securities Purchase Agreement [Member] | Interest [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | 612 | ||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 25.00% | 24.00% | |||||||||||||||||||||||||||||||||||||
Debt face amount | $ 150,000 | $ 150,000 | |||||||||||||||||||||||||||||||||||||
Debt bore interest | 8.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jul. 24, 2019 | ||||||||||||||||||||||||||||||||||||||
Amortization debt percentage | 105.00% | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 33,074 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 4.99% | ||||||||||||||||||||||||||||||||||||||
September 2018 Note [Member] | Seventh Month Amortization [Member] | |||||||||||||||||||||||||||||||||||||||
Amortization debt percentage | 115.00% | ||||||||||||||||||||||||||||||||||||||
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 68,056 shares of the Company's common stock at an exercise price of $30.00 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 | 68,056 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 1,361,111 | 1,303,038 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 1,181,643 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 136,111 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | May 24, 2019 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 15 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||
Amortization debt percentage | 110.00% | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 207,759 | ||||||||||||||||||||||||||||||||||||||
Legal fees | $ 43,357 | ||||||||||||||||||||||||||||||||||||||
September 2018 Warrants [Member] | Outstanding Principal [Member] | Seventh Month Amortization [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | 58,073 | ||||||||||||||||||||||||||||||||||||||
September 2018 Warrants [Member] | Interest [Member] | Seventh Month Amortization [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | $ 28,234 | ||||||||||||||||||||||||||||||||||||||
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 Warrants") to purchase an aggregate of 6,389 shares of the Company's common stock at an exercise price of $30.00 per share (subject to adjustments under certain conditions as defined in the November 2018 Warrants). | ||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 6,389 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
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 bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jul. 13, 2019 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 15 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||
Amortization debt percentage | 110.00% | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 23,021 | ||||||||||||||||||||||||||||||||||||||
Legal fees | $ 2,500 | ||||||||||||||||||||||||||||||||||||||
January 2019 Note I [Member] | Ninth Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt, shares | 256,262 | ||||||||||||||||||||||||||||||||||||||
January 2019 Note I [Member] | Ninth Securities Purchase Agreement [Member] | Institutional Investor [Member] | |||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 146,875 | 81,090 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 125,000 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 12,500 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jan. 18, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 15 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 11,786 | ||||||||||||||||||||||||||||||||||||||
Payment of legal and accounting 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] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | $ 61,955 | ||||||||||||||||||||||||||||||||||||||
January 2019 Note I [Member] | Ninth Securities Purchase Agreement [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | 1,852 | ||||||||||||||||||||||||||||||||||||||
January 2019 Note I [Member] | Tenth Securities Purchase Agreement [Member] | Outstanding Principal [Member] | Institutional Investor [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | 3,830 | 15,000 | |||||||||||||||||||||||||||||||||||||
January 2019 Note I [Member] | Tenth Securities Purchase Agreement [Member] | Accrued Interest [Member] | Institutional Investor [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt | 282 | $ 16 | |||||||||||||||||||||||||||||||||||||
January 2019 Note II [Member] | Tenth Securities Purchase Agreement [Member] | Institutional Investor [Member] | |||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 88,125 | $ 73,125 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 75,000 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 7,500 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jan. 18, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 15 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Common stock upon conversion of debt, shares | 85,780 | 3,708 | |||||||||||||||||||||||||||||||||||||
Accrued interest | $ 13,727 | ||||||||||||||||||||||||||||||||||||||
Payment of legal and accounting 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 | ||||||||||||||||||||||||||||||||||||||
Debt instrument description | (i) 10% Original Issue Discount and 5% Senior Convertible Notes in the aggregate principal amount of $55,556 (the "March 2019 Note") and (ii) 5 year warrants (the "March 2019 Warrants") to purchase an aggregate of 2,778 shares of the Company's common stock at an exercise price of $30.00 per share (subject to adjustments under certain conditions as defined in the March 2019 Warrants). | ||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 2,778 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
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 bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Nov. 25, 2019 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 15 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 9,005 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
April 2019 Note I [Member] | Twelfth Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 1,389 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 27,778 | 27,778 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 25,000 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 2,778 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Dec. 2, 2019 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 15 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the April 2019 Note I 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 I and accrued and unpaid interest during month six following the original issue date. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 4,471 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
April 2019 Note II [Member] | Thirteenth Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 10,264 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 205,279 | 205,279 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 185,450 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 19,829 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Dec. 29, 2019 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 15 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the April 2019 Notes II 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 Notes II and accrued and unpaid interest during month six following the original issue date. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 32,288 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
May 2019 Note [Member] | Fourteenth Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 500 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 10,000 | 10,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 9,000 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 1,000 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jan. 29, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 15 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the May 2019 Notes 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 May 2019 Notes and accrued and unpaid interest during month six following the original issue date. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,357 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
June 2019 Notes I [Member] | Fifteenth Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 6,458 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 30 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 129,167 | 129,167 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 116,250 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 12,917 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Feb. 3, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 15 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the June 2019 Notes I 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 June 2019 Notes I and accrued and unpaid interest during month six following the original issue date. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 17,397 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
June 2019 Notes I [Member] | Fifteenth Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 4,305,556 | ||||||||||||||||||||||||||||||||||||||
June 2019 Notes II [Member] | Fifteenth Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 5,556 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 15 | ||||||||||||||||||||||||||||||||||||||
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 bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Feb. 26, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 7.50 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the June 2019 Note I 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 June 2019 Note II and accrued and unpaid interest during month six following the original issue date. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 7,262 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
July 2019 Note I [Member] | Seventh Securities Purchase Agreements [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 5,556 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 15 | ||||||||||||||||||||||||||||||||||||||
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 bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Feb. 26, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 7.50 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the July 2019 Note I 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 July 2019 Note I and accrued and unpaid interest during month six following the original issue date. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 7,216 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
July 2019 Warrants I [Member] | Seventh Securities Purchase Agreements [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 15 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 5,556 | 1,851,852 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 1,846,296 | ||||||||||||||||||||||||||||||||||||||
July 2019 Warrants I [Member] | Seventh Securities Purchase Agreements [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 1,851,852 | ||||||||||||||||||||||||||||||||||||||
July 2019 Note II [Member] | Eighth Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 5,556 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 15 | ||||||||||||||||||||||||||||||||||||||
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 bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Feb. 26, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 7.50 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the July 2019 Note I 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 July 2019 Note II and accrued and unpaid interest during month six following the original issue date. In order to prepay the July 2019 Note II, the Company shall provide twenty trading days prior written notice to the lender, during which time the purchaser may convert the July 2019 Note II in whole or in part at the conversion price. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 7,308 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
July 2019 Warrants II [Member] | Eighth Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 15 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 5,556 | 1,851,852 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 1,846,296 | ||||||||||||||||||||||||||||||||||||||
July 2019 Warrants II [Member] | Eighth Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 1,851,852 | ||||||||||||||||||||||||||||||||||||||
August 2019 Note I [Member] | Nineteenth Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 2,778 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 15 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 27,778 | $ 27,778 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 25,000 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 2,778 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Mar. 30, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 7.50 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the August 2019 Note I 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 August 2019 Note I and accrued and unpaid interest during month six following the original issue date. In order to prepay the August 2019 Note I, the Company shall provide twenty trading days prior written notice to the lender, during which time the purchaser may convert the August 2019 Note I in whole or in part at the conversion price. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,667 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
August 2019 Warrants I [Member] | Nineteenth Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 15 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 2,778 | 925,926 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 923,148 | ||||||||||||||||||||||||||||||||||||||
August 2019 Warrants I [Member] | Nineteenth Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 925,926 | ||||||||||||||||||||||||||||||||||||||
August 2019 Note II [Member] | Twentieth Purchase Agreement [Member] | Institutional Investor [Member] | |||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 29,700 | $ 29,700 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 25,000 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 27, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 7.50 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 3,708 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
Note prepayment description | The August 2019 Note II can be prepaid during the first 180 days for a redemption price equal to 140% of the sum of the outstanding principal and accrued interest and shall forfeit the right of prepayment after the 180th day following the issuance date. | ||||||||||||||||||||||||||||||||||||||
Original debt discount and legal fees | $ 4,700 | ||||||||||||||||||||||||||||||||||||||
September 2019 Note [Member] | Twenty-First Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 16,667 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 15 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 166,667 | 166,667 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 150,000 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 16,667 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | May 27, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 7.50 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance 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 and accrued and unpaid interest during month six following the original issue date. The Company shall provide twenty trading days prior written notice to the lender, during which time the purchaser may convert the September 2019 Note in whole or in part at the conversion price. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 15,041 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
September 2019 Note [Member] | Twenty-First Purchase Agreement [Member] | Note Purchasers [Member] | |||||||||||||||||||||||||||||||||||||||
Convertible debt conversion description | The Note Purchasers will not have the right to convert any portion of the Notes if the Note Purchaser, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company's common stock outstanding immediately after giving effect to its conversion. The Note Purchaser may increase or decrease this ownership limitation to any percentage not exceeding 9.99% upon 61 days prior written notice to the Company. | ||||||||||||||||||||||||||||||||||||||
September 2019 Warrants [Member] | Twenty-First Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 15 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 16,667 | 5,555,667 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 5,539,000 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 50.00% | ||||||||||||||||||||||||||||||||||||||
September 2019 Warrants [Member] | Twenty-First Purchase Agreement [Member] | Warrants Holder [Member] | |||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.99% | ||||||||||||||||||||||||||||||||||||||
September 2019 Warrants [Member] | Twenty-First Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 5,555,667 | ||||||||||||||||||||||||||||||||||||||
November 2019 Note [Member] | Twenty-Second Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 277,500 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 55,500 | $ 55,500 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 50,000 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 5,500 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 30, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the November 2019 Note I 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 November 2019 Note I and accrued and unpaid interest during month six following the original issue date. In order to prepay the November 2019 Note I, the Company shall provide twenty trading days prior written notice to the lender, during which time the purchaser may convert the November 2019 Note I in whole or in part at the conversion price. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | 3,750 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
November 2019 Note [Member] | Twenty-Third Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 277,500 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 55,500 | 55,500 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 50,000 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 5,500 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 30, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the November 2019 Note II 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 November 2019 Note II and accrued and unpaid interest during month six following the original issue date. In order to prepay the November 2019 Note II, the Company shall provide twenty trading days prior written notice to the lender, during which time the purchaser may convert the November 2019 Note II in whole or in part at the conversion price. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 3,750 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
November 2019 Warrants [Member] | Twenty-Second Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 277,500 | 1,233,333 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 955,833 | ||||||||||||||||||||||||||||||||||||||
November 2019 Warrants [Member] | Twenty-Second Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 1,233,333 | ||||||||||||||||||||||||||||||||||||||
November 2019 Warrants [Member] | Twenty-Third Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 275,000 | 1,222,222 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 947,222 | ||||||||||||||||||||||||||||||||||||||
November 2019 Warrants [Member] | Twenty-Third Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 1,222,222 | ||||||||||||||||||||||||||||||||||||||
December 2019 Note [Member] | Twenty-Fourth Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of original debt discount | 10.00% | ||||||||||||||||||||||||||||||||||||||
Warrant to purchase common shares | 277,500 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 55,500 | $ 55,500 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | 50,000 | ||||||||||||||||||||||||||||||||||||||
Debt original issue discount | $ 5,500 | ||||||||||||||||||||||||||||||||||||||
Debt bore interest | 5.00% | ||||||||||||||||||||||||||||||||||||||
Increase in debt instrument, interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||
Debt maturity date | Sep. 30, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 60.00% | ||||||||||||||||||||||||||||||||||||||
Convertible debt conversion description | (i) 115% of outstanding principal balance of the December 2019 Note I 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 December 2019 Note I and accrued and unpaid interest during month six following the original issue date. In order to prepay the December 2019 Note I, the Company shall provide twenty trading days prior written notice to the lender, during which time the purchaser may convert the December 2019 Note I in whole or in part at the conversion price. | ||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,710 | ||||||||||||||||||||||||||||||||||||||
Beneficial ownership exceed the issued outstanding common stock, percentage | 9.90% | ||||||||||||||||||||||||||||||||||||||
December 2019 Warrants [Member] | Twenty-Fourth Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.20 | ||||||||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 277,500 | 1,233,333 | |||||||||||||||||||||||||||||||||||||
Number of warrants increased | 955,833 | ||||||||||||||||||||||||||||||||||||||
December 2019 Warrants [Member] | Twenty-Fourth Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Number of warrants outstanding | 1,233,333 | ||||||||||||||||||||||||||||||||||||||
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, 2020 | |
Dividend Rate [Member] | |
Fair value assumptions, measurement input, percentage | 0 |
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, percentage | 235 |
Volatility [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentage | 259 |
Risk-Free Interest Rate [Member] | Minimum [Member] | |
Fair value assumptions, measurement input, percentage | 0.17 |
Risk-Free Interest Rate [Member] | Maximum [Member] | |
Fair value assumptions, measurement input, percentage | 1.53 |
Convertible Debt - Schedule o_2
Convertible Debt - Schedule of Convertible Debt (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Principal amount | $ 3,366,161 | $ 3,175,655 |
Less: unamortized debt discount | (256,126) | (260,358) |
Convertible note payable, net | $ 3,110,035 | $ 2,915,297 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - Loan Agreement [Member] - USD ($) | 4 Months Ended | ||
Sep. 30, 2017 | Mar. 31, 2020 | Dec. 31, 2019 | |
Proceeds from borrowed loans | $ 538,875 | ||
Debt instrument, interest rate | 33.30% | ||
Loan principal due to third parties | $ 538,875 | $ 538,875 | |
Interest payable | $ 474,961 | $ 430,223 |
Operating Lease Right-of-use _3
Operating Lease Right-of-use ('ROU') Assets and Operating Lease Liabilities (Details Narrative) - USD ($) | Mar. 23, 2020 | Sep. 02, 2015 | Sep. 30, 2015 | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Lease expiration | Aug. 31, 2020 | Aug. 31, 2020 | ||||
Right-of-use assets | $ 23,686 | $ 59,216 | ||||
Lease liabilities | 59,216 | $ 59,216 | ||||
Lease cost | 12,284 | |||||
Base lease cost | 9,600 | |||||
Common area and other expenses | 2,684 | |||||
Recognized gain on debt extinguishment | $ 7,884 | |||||
Lease liability discount rate | 10.00% | |||||
Settlement Agreement [Member] | ||||||
Settlement amount | $ 16,000 | |||||
Deposit | $ 6,400 | |||||
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 ('ROU') Assets and Operating Lease Liabilities - Schedule of Operating Lease Liability (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Leases [Abstract] | |||
Operating office lease | $ 59,216 | ||
Total lease liabilities | 59,216 | $ 59,216 | |
Reduction of lease liability | (44,412) | ||
Adjustment in connection with the termination of lease | (14,804) | ||
Right-of-use asset, net | $ 23,686 | $ 59,216 |
Operating Lease Right-of-use _5
Operating Lease Right-of-use ('ROU') Assets and Operating Lease Liabilities - Schedule of Right-of-use Assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 |
Leases [Abstract] | |||
Operating office lease | $ 59,216 | ||
Less accumulated reduction | (44,412) | ||
Adjustment in connection with the termination of lease | (14,804) | ||
Right-of-use asset, net | $ 23,686 | $ 59,216 |
Related-Party Transactions - Sc
Related-Party Transactions - Schedule of Related Parties Activity (Details) - Former Chief Executive Officer [Member] | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Balance due to related parties, beginning balance | $ (372,685) |
Working capital advances received | (3,265) |
Repayments made | |
Balance due to related parties, ending balance | $ (375,950) |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Aug. 28, 2019 | Feb. 20, 2019 | Mar. 07, 2017 | Aug. 20, 2015 | Mar. 31, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Aug. 06, 2019 | Apr. 03, 2019 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 18, 2011 |
Common stock, shares authorized | 6,666,667 | 6,666,667 | 5,020,000,000 | 1,520,000,000 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, shares authorized | 26,667 | 26,667 | 20,000,000 | 20,000,000 | |||||||||
Preferred stock, par value | $ 0.075 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Reverse stock split, description | Ratio of 1-for-750 | ||||||||||||
Number of shares redeem | 6,667 | ||||||||||||
Value of shares repurchased | $ 500 | ||||||||||||
Aggregate fair value of conversion | $ 175,000 | $ 250,000 | |||||||||||
Loss on debt extinguishment | 7,380 | (36,864) | |||||||||||
Stock-based compensation expense | $ 17,639 | $ 68,383 | |||||||||||
Stock Option [Member] | |||||||||||||
Number of stock options issued and outstanding | 41,600 | ||||||||||||
Stock option vested and exercisable | 29,600 | ||||||||||||
Unvested stock based compensation expenses | $ 17,640 | ||||||||||||
Aggregate intrinsic value | $ 0 | ||||||||||||
2011 Stock Option Plan [Member] | |||||||||||||
Number of option authorized to purchase common stock | 57 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Preferred stock, shares authorized | 26,667 | 1,333 | 1,333 | ||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock designated | 1,333 | ||||||||||||
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 | 1,333 | 1,333 | |||||||||||
Preferred stock, shares outstanding | 1,333 | 1,333 | |||||||||||
Series A Preferred Stock [Member] | CEO [Member] | |||||||||||||
Preferred stock, shares issued | 667 | ||||||||||||
Preferred stock, shares outstanding | 667 | ||||||||||||
Series A Preferred Stock [Member] | Board of Directors [Member] | |||||||||||||
Preferred stock, shares issued | 666 | ||||||||||||
Preferred stock, shares outstanding | 666 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Preferred stock, shares authorized | 10,523 | 10,523 | |||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock designated | 10,523 | ||||||||||||
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 | 3,856 | 10,523 | |||||||||||
Preferred stock, shares outstanding | 3,856 | 10,523 | |||||||||||
Common stock outstanding, percentage | 5.00% | ||||||||||||
Series B Preferred Stock [Member] | Jonathan [Member] | |||||||||||||
Number of shares issued during period | 3,856 | ||||||||||||
Series B Preferred Stock [Member] | Banco Actinver [Member] | |||||||||||||
Common stock outstanding, percentage | 100.00% | ||||||||||||
Number of shares issued during period | 6,667 | ||||||||||||
Articles of Incorporation Amendment to Implement Reverse Stock Split [Member] | Series A Preferred Stock [Member] | |||||||||||||
Common stock, shares authorized | 1,333 | ||||||||||||
Articles of Incorporation Amendment to Implement Reverse Stock Split [Member] | Series B Preferred Stock [Member] | |||||||||||||
Common stock, shares authorized | 10,523 | ||||||||||||
Common Stock [Member] | |||||||||||||
Common stock, shares authorized | 5,000,000,000 | 1,500,000,000 | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock issued upon the conversion of debt, shares | 85,780 | 57,242 | |||||||||||
Common stock issued upon the conversion of debt | $ 3,830 | $ 177,766 | |||||||||||
Conversion of debt accrued interest | 282 | 49,932 | |||||||||||
Aggregate fair value of conversion | 12,350 | 439,358 | |||||||||||
Loss on debt extinguishment | $ 8,238 | $ 211,661 | |||||||||||
Common Stock [Member] | Articles of Incorporation Amendment to Implement Reverse Stock Split [Member] | |||||||||||||
Common stock, shares authorized | 6,666,667 | ||||||||||||
Preferred Stock [Member] | Articles of Incorporation Amendment to Implement Reverse Stock Split [Member] | |||||||||||||
Common stock, shares authorized | 26,667 | ||||||||||||
Warrants [Member] | |||||||||||||
Warrant to purchase common shares | 2,247,935 | ||||||||||||
Warrants outstanding | 97,642,585 | ||||||||||||
Warrants [Member] | Subscription Agreements [Member] | |||||||||||||
Warrant to purchase common shares | 6,169 | 1,292 | |||||||||||
Warrant term | 5 years | 5 years | |||||||||||
Warrants exercise price per share | $ 225 | $ 225 | |||||||||||
Minimum [Member] | |||||||||||||
Common stock, shares authorized | 1,500,000,000 | 500,000,000 | |||||||||||
Minimum [Member] | Warrants [Member] | |||||||||||||
Warrants exercise price per share | $ 131 | ||||||||||||
Maximum [Member] | |||||||||||||
Common stock, shares authorized | 5,000,000,000 | 1,500,000,000 | |||||||||||
Maximum [Member] | Board of Directors [Member] | 2011 Stock Option Plan [Member] | |||||||||||||
Number of option authorized to purchase common stock | 14 | ||||||||||||
Maximum [Member] | Warrants [Member] | |||||||||||||
Warrants exercise price per share | $ 0.20 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Warrants Outstanding (Details) | Mar. 31, 2020$ / sharesshares | |
Warrants Related to the 2016 Subscription Agreements [Member] | ||
Original warrants issued | 1,295 | [1] |
Cumulative Anti-dilution adjustment | [1] | |
Expired, Cancelled or Forfeited | (3) | [1] |
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | [1] | |
Total warrants exercised (Cashless exercise) | [1] | |
Outstanding warrants | 1,292 | [1] |
Exercise price | $ / shares | $ 225 | [1] |
Warrants Related to the 2017 Subscription Agreements [Member] | ||
Original warrants issued | 6,169 | [1] |
Cumulative Anti-dilution adjustment | [1] | |
Expired, Cancelled or Forfeited | [1] | |
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | [1] | |
Total warrants exercised (Cashless exercise) | [1] | |
Outstanding warrants | 6,169 | [1] |
Exercise price | $ / shares | $ 225 | [1] |
November 2016 Warrants [Member] | ||
Original warrants issued | 3,111 | |
Cumulative Anti-dilution adjustment | 39,235 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | (12,099) | |
Outstanding warrants | 30,247 | |
Exercise price | $ / shares | $ 4.50 | |
June 2017 Warrants [Member] | ||
Original warrants issued | 2,074 | |
Cumulative Anti-dilution adjustment | 58,423 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | (8,067) | |
Total warrants exercised (Cashless exercise) | (12,099) | |
Outstanding warrants | 40,331 | |
Exercise price | $ / shares | $ 4.50 | |
July 2017 Warrants [Member] | ||
Original warrants issued | 6,359 | |
Cumulative Anti-dilution adjustment | 99,635 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | (35,332) | |
Outstanding warrants | 70,663 | |
Exercise price | $ / shares | $ 4.50 | |
January 2018 Warrants [Member] | ||
Original warrants issued | 11,111 | |
Cumulative Anti-dilution adjustment | 4,937,239 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | (10,078) | |
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 4,938,272 | |
Exercise price | $ / shares | $ 0.05 | |
March 2018 Warrants [Member] | ||
Original warrants issued | 16,667 | |
Cumulative Anti-dilution adjustment | 7,405,859 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | (15,117) | |
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 7,407,409 | |
Exercise price | $ / shares | $ 0.05 | |
September 2018 Warrants [Member] | ||
Original warrants issued | 68,056 | |
Cumulative Anti-dilution adjustment | 45,302,315 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 45,370,371 | |
Exercise price | $ / shares | $ 0.05 | |
November 2018 Warrants [Member] | ||
Original warrants issued | 6,389 | |
Cumulative Anti-dilution adjustment | 4,252,871 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 4,259,260 | |
Exercise price | $ / shares | $ 0.05 | |
March 2019 Warrant [Member] | ||
Original warrants issued | 2,778 | |
Cumulative Anti-dilution adjustment | 1,849,074 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 1,851,852 | |
Exercise price | $ / shares | $ 0.05 | |
April 2019 Warrants I [Member] | ||
Original warrants issued | 1,389 | |
Cumulative Anti-dilution adjustment | 924,537 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 925,926 | |
Exercise price | $ / shares | $ 0.05 | |
April 2019 Warrants II [Member] | ||
Original warrants issued | 10,264 | |
Cumulative Anti-dilution adjustment | 6,832,329 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 6,842,593 | |
Exercise price | $ / shares | $ 0.05 | |
May 2019 Warrants [Member] | ||
Original warrants issued | 500 | |
Cumulative Anti-dilution adjustment | 332,833 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 333,333 | |
Exercise price | $ / shares | $ 0.05 | |
June 2019 Warrants I [Member] | ||
Original warrants issued | 6,458 | |
Cumulative Anti-dilution adjustment | 4,299,098 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 4,305,556 | |
Exercise price | $ / shares | $ 0.05 | |
June 2019 Warrants II [Member] | ||
Original warrants issued | 5,556 | |
Cumulative Anti-dilution adjustment | 1,846,296 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 1,851,852 | |
Exercise price | $ / shares | $ 0.05 | |
July 2019 Warrants I [Member] | ||
Original warrants issued | 5,556 | |
Cumulative Anti-dilution adjustment | 1,846,296 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 1,851,852 | |
Exercise price | $ / shares | $ 0.05 | |
July 2019 Warrants II [Member] | ||
Original warrants issued | 5,556 | |
Cumulative Anti-dilution adjustment | 1,846,296 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 1,851,852 | |
Exercise price | $ / shares | $ 0.05 | |
August 2019 Warrants [Member] | ||
Original warrants issued | 2,778 | |
Cumulative Anti-dilution adjustment | 923,148 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 925,926 | |
Exercise price | $ / shares | $ 0.05 | |
September 2019 Warrants [Member] | ||
Original warrants issued | 16,667 | |
Cumulative Anti-dilution adjustment | 5,539,000 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 5,555,667 | |
Exercise price | $ / shares | $ 0.05 | |
November 2019 Warrants I [Member] | ||
Original warrants issued | 277,500 | |
Cumulative Anti-dilution adjustment | 955,833 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 1,233,333 | |
Exercise price | $ / shares | $ 0.05 | |
November 2019 Warrants II [Member] | ||
Original warrants issued | 275,000 | |
Cumulative Anti-dilution adjustment | 947,222 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 1,222,222 | |
Exercise price | $ / shares | $ 0.05 | |
December 2019 Warrants I [Member] | ||
Original warrants issued | 277,500 | |
Cumulative Anti-dilution adjustment | 955,833 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 1,233,333 | |
Exercise price | $ / shares | $ 0.05 | |
December 2019 Warrants II [Member] | ||
Original warrants issued | 277,500 | |
Cumulative Anti-dilution adjustment | 955,833 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 1,233,333 | |
Exercise price | $ / shares | $ 0.05 | |
January 2020 Warrant I [Member] | ||
Original warrants issued | 275,000 | |
Cumulative Anti-dilution adjustment | 947,222 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 1,222,222 | |
Exercise price | $ / shares | $ 0.05 | |
January 2020 Warrant II [Member] | ||
Original warrants issued | 277,500 | |
Cumulative Anti-dilution adjustment | 955,833 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 1,233,333 | |
Exercise price | $ / shares | $ 0.05 | |
March 2020 Warrant I [Member] | ||
Original warrants issued | 208,333 | |
Cumulative Anti-dilution adjustment | 717,591 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 925,924 | |
Exercise price | $ / shares | $ 0.05 | |
March 2020 Warrant II [Member] | ||
Original warrants issued | 208,333 | |
Cumulative Anti-dilution adjustment | 717,591 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | ||
Total warrants exercised (Cashless exercise) | ||
Outstanding warrants | 925,924 | |
Exercise price | $ / shares | $ 0.05 | |
Warrants [Member] | ||
Original warrants issued | 2,247,935 | |
Cumulative Anti-dilution adjustment | 95,487,442 | |
Expired, Cancelled or Forfeited | ||
Warrants purchased back - Puritan Settlement Agreement (post anti-dilution) | (33,262) | |
Total warrants exercised (Cashless exercise) | (59,530) | |
Outstanding warrants | 97,642,585 | |
[1] | As of March 31, 2020, these warrants, for which the Company has an obligation to issue, have not yet been issued. |
Stockholders' Deficit - Sched_2
Stockholders' Deficit - Schedule of Warrant Activities (Details) - Stock Warrants [Member] | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Number of Warrants, Outstanding Beginning balance | shares | 73,443,406 |
Number of Warrants, Issued in connection with financings | shares | 969,166 |
Number of Warrants, Increase in warrants related to default adjustment | shares | 23,237,474 |
Number of Warrants, Expired | shares | |
Number of Warrants, Exercised | shares | |
Number of Warrants, Outstanding Ending balance | shares | 97,650,046 |
Number of Warrants, Exercisable | shares | 97,650,046 |
Weighted Average Exercise Price, Outstanding Beginning balance | $ / shares | $ 0.09 |
Weighted Average Exercise Price, Issued in connection with financings | $ / shares | 0.05 |
Weighted Average Exercise Price, Increase in warrants related to default adjustment | $ / shares | 0.29 |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Outstanding Ending balance | $ / shares | 0.07 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.07 |
Weighted Average Remaining Contractual Term (Years), Beginning Balance Outstanding | 3 years 9 months 29 days |
Weighted Average Remaining Contractual Term (Years), Issued in connection with financings | 4 years 10 months 21 days |
Weighted Average Remaining Contractual Term (Years), Increase in warrants related to default adjustment | 4 years 2 months 8 days |
Weighted Average Remaining Contractual Term (Years), Ending Balance Outstanding | 3 years 8 months 26 days |
Weighted Average Remaining Contractual Term (Years), Exercisable | 3 years 8 months 26 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, 2020USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of Option Outstanding, Beginning Balance | shares | 41,600 |
Number of Option, Granted | shares | |
Number of Option, Expired/Forfeited | shares | |
Number of Option Outstanding, Ending Balance | shares | 41,600 |
Number of Option Exercisable, Ending Balance | shares | 29,600 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ / shares | $ 36.69 |
Weighted Average Exercise Price Granted | $ / shares | |
Weighted Average Exercise Price Expired/Forfeited | $ / shares | |
Weighted Average Exercise Price Outstanding, Ending Balance | $ / shares | 36.69 |
Weighted Average Exercise Price Exercisable, Ending Balance | $ / shares | $ 47.91 |
Weighted Average Remaining Contractual Term (Years) Outstanding, Beginning Balance | 9 years 4 months 2 days |
Weighted Average Remaining Contractual Term (Years) Outstanding, Ending Balance | 8 years 6 months |
Weighted Average Remaining Contractual Term (Years) Exercisable, Ending Balance | 7 years 10 months 10 days |
Aggregate Intrinsic Value Balance Outstanding, Ending Balance | $ | |
Aggregate Intrinsic Value Exercisable, Ending Balance | $ |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jan. 09, 2022 | Jan. 09, 2021 | Mar. 23, 2020 | Jan. 09, 2020 | Nov. 08, 2019 | Apr. 24, 2019 | Dec. 26, 2018 | Feb. 02, 2016 | Sep. 02, 2015 | Sep. 30, 2015 | Mar. 31, 2020 | Mar. 31, 2019 |
Number of stock option shares granted | ||||||||||||
Stock option exercise price | ||||||||||||
Stock-based compensation expense | $ 17,639 | $ 68,383 | ||||||||||
Lease expiration | Aug. 31, 2020 | Aug. 31, 2020 | ||||||||||
Rent expense | $ 3,200 | |||||||||||
Barnett Employment Agreement [Member] | ||||||||||||
Salaries | $ 250,000 | |||||||||||
Value of options granted to purchase common stock | $ 100,000 | |||||||||||
Settlement Agreement [Member] | ||||||||||||
Settlement amount | $ 16,000 | |||||||||||
Deposit | $ 6,400 | |||||||||||
Jonathan F. Head, Ph.D [Member] | Employment Agreement [Member] | ||||||||||||
Salaries | $ 275,000 | |||||||||||
Andrew Kucharchuk Chief Financial Officer [Member] | Employment Agreement [Member] | ||||||||||||
Salaries | $ 200,000 | |||||||||||
Dr. Barnett [Member] | Stock Option [Member] | ||||||||||||
Number of stock option shares granted | 11,130 | |||||||||||
Stock option exercise price | $ 9 | |||||||||||
Stock option expiration date | Apr. 24, 2030 | |||||||||||
Forfeiture shares | 11,130 | |||||||||||
Stock-based compensation expense | $ 24,995 | |||||||||||
Remaining deferred compensation | 56,808 | |||||||||||
Fair value of stock option vested | $ 81,803 | |||||||||||
Dr. Barnett [Member] | Stock Option [Member] | Scenario, Plan [Member] | ||||||||||||
Number of stock option shares granted | 3,710 | 3,710 | 3,710 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 12, 2020shares | May 08, 2020USD ($)Integer$ / sharesshares | May 06, 2020USD ($)shares | May 15, 2020shares | May 31, 2020 | May 11, 2020$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Aug. 06, 2019shares | Apr. 03, 2019shares |
Subsequent Event [Line Items] | ||||||||||
Debt instrument, unamortized discount | $ | $ 256,126 | $ 260,358 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares authorized | 6,666,667 | 6,666,667 | 5,020,000,000 | 1,520,000,000 | ||||||
Warrants [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants outstanding | 97,642,585 | |||||||||
Maximum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock, shares authorized | 5,000,000,000 | 1,500,000,000 | ||||||||
Maximum [Member] | Warrants [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant exercise price | $ / shares | $ 0.20 | |||||||||
Minimum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock, shares authorized | 1,500,000,000 | 500,000,000 | ||||||||
Minimum [Member] | Warrants [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant exercise price | $ / shares | $ 131 | |||||||||
Subsequent Event [Member] | Dr. Head and Mr. Kucharchuk [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of restricted shares of common stock | 450,001 | |||||||||
Aggregate amount of accrued and unpaid compensation | $ | $ 27,000 | |||||||||
Subsequent Event [Member] | Holders [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Voting percent | 50.20% | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Subsequent Event [Member] | Holders [Member] | Maximum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock, shares authorized | 12,000,000,000 | |||||||||
Subsequent Event [Member] | Holders [Member] | Minimum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock, shares authorized | 6,666,667 | |||||||||
Subsequent Event [Member] | Subscription Agreement [Member] | Several Investors [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued during period | 22,795 | |||||||||
Subsequent Event [Member] | Thirtieth Purchase Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued during period | 277,500 | |||||||||
Debt instrument, face amount | $ | $ 55,500 | |||||||||
Debt instrument, interest rate | 10.00% | 5.00% | ||||||||
Warrants term | 5 years | |||||||||
Share price | $ / shares | $ 0.20 | |||||||||
Proceeds from sale of stock | $ | $ 50,000 | |||||||||
Debt instrument, unamortized discount | $ | $ 5,500 | |||||||||
Debt instrument, maturity date | Oct. 8, 2020 | |||||||||
Debt instrument, convertible conversion price | $ / shares | $ 0.20 | |||||||||
Warrant percentage | 60.00% | |||||||||
Number of trading days | Integer | 20 | |||||||||
Ownership percentage | 9.90% | |||||||||
Debt instrument, description | The May 2020 Note may be prepaid at any time until the 180th following the original issue date at an amount equal to (i) 115% of outstanding principal balance of the May 2020 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 May 2020 Note and accrued and unpaid interest during month six following the original issue date. In order to prepay the May 2020 Note, the Company shall provide twenty trading days prior written notice to the lender, during which time the purchaser may convert the May 2020 Note in whole or in part at the conversion price. | |||||||||
Subsequent Event [Member] | Thirtieth Purchase Agreement [Member] | Warrants [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants term | 5 years | |||||||||
Warrant exercise price | $ / shares | $ 0.20 | |||||||||
Subsequent Event [Member] | Thirtieth Purchase Agreement [Member] | Maximum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, interest rate | 18.00% | |||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Series D 1 Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued during period | 1,000 | |||||||||
Warrant percentage | 85.00% | |||||||||
Common stock, shares authorized | 12,000,000,000 | |||||||||
Stock issued during the period convertible | 4,441,400,000 | |||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Warrant Holders [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants outstanding | 656,674,588 |