Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 27, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | RITTER PHARMACEUTICALS INC | |
Entity Central Index Key | 0001460702 | |
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 | 46,152,959 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 5,952,893 | $ 1,699,971 |
Accrued interest receivable | 771 | |
Prepaid expenses and other current assets | 176,735 | 509,519 |
Total current assets | 6,129,628 | 2,210,261 |
Other assets | ||
Right-of-use assets | 65,646 | 93,032 |
Other assets | 478,075 | 478,075 |
Total other assets | 543,721 | 571,107 |
Property and equipment, net | 14,192 | 15,656 |
Total Assets | 6,687,541 | 2,797,024 |
Current liabilities | ||
Accounts payable | 1,290,108 | 1,417,317 |
Accrued expenses | 311,441 | 179,258 |
Lease liabilities | 70,854 | 100,471 |
Total current liabilities | 1,672,403 | 1,697,046 |
Stockholders' equity | ||
Common stock, $0.001 par value; 225,000,000 shares authorized, 45,713,863 and 19,108,331 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 45,714 | 19,108 |
Additional paid-in capital | 86,729,960 | 79,885,078 |
Accumulated deficit | (82,000,536) | (80,333,164) |
Total stockholders' equity | 5,015,138 | 1,099,978 |
Total Liabilities and Stockholders' Equity | 6,687,541 | 2,797,024 |
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, value | 1,288,956 | |
Total stockholders' equity | 1,288,956 | |
Series C Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, value | 240,000 | 240,000 |
Total stockholders' equity | $ 240,000 | $ 240,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 225,000,000 | 225,000,000 |
Common stock, shares issued | 45,713,863 | 19,108,331 |
Common stock, shares outstanding | 45,713,863 | 19,108,331 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 6,000 | 6,000 |
Preferred stock, shares issued | 0 | 1,850 |
Preferred stock, shares outstanding | 0 | 1,850 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,880 | 1,880 |
Preferred stock, shares issued | 240 | 240 |
Preferred stock, shares outstanding | 240 | 240 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating costs and expenses: | ||
Research and development | $ 1,820 | $ 3,574,855 |
Patent costs | 3,791 | 48,625 |
General and administrative | 2,209,468 | 1,153,577 |
Total operating costs and expenses | 2,215,079 | 4,777,057 |
Operating loss | (2,215,079) | (4,777,057) |
Other income: | ||
Interest income | 12,620 | 71,291 |
Settlement of accounts payable | 535,087 | |
Total other income | 547,707 | 71,291 |
Net loss | (1,667,372) | (4,705,766) |
Other comprehensive gain: | ||
Unrealized gain on debt securities | 1,511 | |
Comprehensive loss | $ (1,667,372) | $ (4,704,255) |
Net loss per common share - basic and diluted | $ (0.05) | $ (0.58) |
Weighted average common shares outstanding - basic and diluted | 34,910,882 | 8,055,921 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Other Comprehensive Income / (Loss) [Member] | Total |
Balance at Dec. 31, 2018 | $ 2,289,324 | $ 3,906,931 | $ 1,880,000 | $ 6,037 | $ 71,505,160 | $ (70,200,145) | $ (923) | $ 9,386,384 |
Balance, shares at Dec. 31, 2018 | 4,080 | 5,608 | 1,880 | 6,036,562 | ||||
Stock-based compensation | 146,491 | 146,491 | ||||||
Conversion of Series B preferred shares into common stock | $ (1,816,732) | $ 2,005 | 1,814,727 | |||||
Conversion of Series B preferred shares into common stock, shares | (2,608) | 2,005,770 | ||||||
Conversion of Series C preferred shares into common stock | $ (1,640,000) | $ 1,000 | 1,639,000 | |||||
Conversion of Series C preferred shares into common stock, shares | (1,640) | 1,000,000 | ||||||
Unrealized gain (loss) on investment in marketable securities | (923) | 2,434 | 1,511 | |||||
Net loss | (4,705,766) | (4,705,766) | ||||||
Balance at Mar. 31, 2019 | $ 2,289,324 | $ 2,090,199 | $ 240,000 | $ 9,042 | 75,105,378 | (74,906,834) | 1,511 | 4,828,620 |
Balance, shares at Mar. 31, 2019 | 4,080 | 3,000 | 240 | 9,042,332 | ||||
Balance at Dec. 31, 2019 | $ 1,288,956 | $ 240,000 | $ 19,108 | 79,885,078 | (80,333,164) | 1,099,978 | ||
Balance, shares at Dec. 31, 2019 | 1,850 | 240 | 19,108,331 | |||||
Stock-based compensation | 56,079 | 56,079 | ||||||
Conversion of Series B preferred shares into common stock | $ (1,288,956) | $ 1,423 | 1,287,533 | |||||
Conversion of Series B preferred shares into common stock, shares | (1,850) | 1,423,076 | ||||||
Issuance of common shares from ATM Agreement | $ 16,822 | 4,492,466 | 4,509,288 | |||||
Issuance of common shares from ATM Agreement, shares | 16,822,062 | |||||||
Stock issuance costs of ATM Agreement | (156,880) | (156,880) | ||||||
Issuance of common shares from exercises of warrants | $ 6,050 | 608,301 | 614,351 | |||||
Issuance of common shares from exercises of warrants, shares | 6,049,714 | |||||||
Proceeds from issuance of shares for Aspire equity line | $ 1,800 | 448,200 | 450,000 | |||||
Proceeds from issuance of shares for Aspire equity line, shares | 1,800,000 | |||||||
Issuance of shares for settlement of accounts payable | $ 511 | 109,183 | 109,694 | |||||
Issuance of shares for settlement of accounts payable, shares | 510,680 | |||||||
Net loss | (1,667,372) | (1,667,372) | ||||||
Balance at Mar. 31, 2020 | $ 240,000 | $ 45,714 | $ 86,729,960 | $ (82,000,536) | $ 5,015,138 | |||
Balance, shares at Mar. 31, 2020 | 240 | 45,713,863 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (1,667,372) | $ (4,705,766) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,464 | 1,363 |
Amortization of right-of-use assets | 27,386 | 25,704 |
Stock-based compensation | 56,079 | 146,491 |
Settlement of accounts payable | (535,087) | |
Amortization of discount on available-for-sale debt securities | (26,665) | |
Unrealized gain on available-for-sale securities | 1,511 | |
Changes in operating assets and liabilities: | ||
Accrued interest receivable | 771 | 37,063 |
Prepaid expenses | 332,784 | (20,686) |
Other assets | (4,534) | |
Accounts payable | 517,572 | (2,378,930) |
Accrued expenses | 132,183 | 406,523 |
Lease liabilities | (29,617) | (13,675) |
Other liabilities | (13,359) | |
Net cash used in operating activities | (1,163,837) | (6,544,960) |
Cash flows provided by investing activities | ||
Sale of investments in marketable debt securities | 4,249,449 | |
Net cash flows provided by investing activities | 4,249,449 | |
Cash flows from financing activities | ||
Proceeds from the issuance of shares from ATM Agreement | 4,509,288 | |
Stock issuance costs of ATM Agreement | (156,880) | |
Proceeds from exercises of warrants | 614,351 | |
Proceeds from issuance of shares for Aspire equity line | 450,000 | |
Net cash provided by financing activities | 5,416,759 | |
Net increase (decrease) in cash and cash equivalents | 4,252,922 | (2,295,511) |
Cash and cash equivalents at beginning of period | 1,699,971 | 7,812,259 |
Cash and cash equivalents at end of period | 5,952,893 | 5,516,748 |
Supplemental disclosure of cash flow activities: | ||
Cash paid for taxes | 14,520 | 185,980 |
Supplemental disclosure of non-cash financing activities: | ||
Conversion of preferred stock to common stock | 1,288,956 | 3,453,726 |
Right-of-use assets obtained in exchange for lease liabilities | (198,319) | |
Lease liabilities arising from obtaining right-of-use assets | 184,644 | |
Issuance of shares for settlement of accounts payable | $ 109,694 |
Organization and Principal Acti
Organization and Principal Activities | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Principal Activities | NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES Ritter Pharmaceuticals, Inc. (“Ritter” or the “Company”) is a Delaware corporation headquartered in Los Angeles, California. The Company was formed as a Nevada limited liability company in March 2004, under the name Ritter Natural Sciences, LLC, and converted into a Delaware corporation in September 2008. Since its inception, Ritter has focused on the development of therapeutic products that modulate the gut microbiome to treat gastrointestinal diseases. The Company’s only product candidate, RP-G28, is an orally administered, high purity galacto-oligosaccharide (“GOS”), for the treatment of lactose intolerance (“LI”), a condition that affects millions of people worldwide. RP-G28 is designed to selectively stimulate the growth of lactose-metabolizing bacteria in the colon, thereby effectively adapting the gut microbiome to assist in digesting lactose (the sugar found in milk) that reaches the large intestine. On October 7, 2019, after previously announcing that its Phase 3 clinical trial of RP-G28 for LI failed to demonstrate statistical significance in its pre-specified primary and secondary endpoints, the Company announced publicly that it had engaged Alliance Global Partners/A.G.P (“AGP”) as a financial advisor to explore and evaluate potential strategic alternatives, as it continued to analyze the results of the trial to better understand the data and clinical outcome to assess a path forward for RP-G28. All further development efforts for RP-G28 have been suspended, until such time as the Company determines a path forward. The Company is continuing to explore monetization opportunities for RP-G28 for the treatment of lactose intolerance, including exploring a variety of commercial routes. On January 15, 2020, Ritter entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Qualigen Inc. (“Qualigen”), pursuant to which a wholly-owned subsidiary of the Company will merge with and into Qualigen, with Qualigen surviving as a wholly-owned subsidiary of Ritter Pharmaceuticals, Inc. If the merger is consummated, the combined company does not intend to continue the clinical development of RP-G28. Pursuant to the terms of the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), the Company and John Beck, the Company’s Chief Financial Officer, acting as the initial contingent value right (“CVR”) holders’ representative and in his capacity as a consultant to Ritter, will enter into a Contingent Value Rights Agreement (the “CVR Agreement”), pursuant to which, each stockholder of record as of immediately prior to the Effective Time (after giving effect to the exercise of any outstanding stock options or warrants and the conversion of any outstanding preferred stock, but not to be adjusted for any reverse stock split to be effected in connection with the merger) will receive one CVR for each share of common stock held by such stockholder, entitling the holder to receive the net proceeds, if any, from any sale, license, transfer, spin-off or other monetizing event of all or any part of the Company’s RP-G28 intellectual property or technology (a “Legacy Monetization”) that is entered into during the period beginning on the date the Merger Agreement was signed and ending on the third anniversary of the closing date of the merger. Under the CVR Agreement, the combined company agreed to commit up to $350,000 (subject to reduction pursuant to the terms of the Merger Agreement) for certain expenses to be incurred by the Company in pursuing and closing any Legacy Monetization. The CVRs will not be transferable by the holders of CVRs (“CVR Holders”), except in certain limited circumstances, will not be certificated or evidenced by any instrument, will not accrue interest and will not be registered with the Securities and Exchange Commission (the “SEC”) or listed for trading on any exchange. The CVRs will terminate on the tenth anniversary of the Effective Time (the “CVR Termination Date”). No payments with respect to the CVRs will be payable in respect of any Legacy Monetization proceeds actually received after the CVR Termination Date by the Company. From and after the CVR Termination Date, any further proceeds received by the Company arising from any Legacy Monetization will be retained by Ritter and will not be distributed to the CVR Holders. The Company may not be successful in completing the merger. If the merger is not completed, Ritter may seek to pursue the development and commercialization of RP-G28 as either a prescription drug, OTC product or dietary supplement for the consumer healthcare industry, which would, in any case, require significant additional funding. If Ritter is unable to obtain funding for the development of RP-G28, whether through potential collaborative, partnering or other strategic arrangements or otherwise, it will likely be required to cease operations The Company currently operates in one business segment focusing on the potential future development and commercialization of RP-G28. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer. The Company does not currently operate any separate lines of business or separate business entities. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 2 - BASIS OF PRESENTATION The accompanying interim period unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation of the financial position and results of operations have been included and management believes the disclosures that are made are adequate to make the information presented not misleading. The condensed balance sheet at December 31, 2019 has been derived from the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 31, 2020 and amended on April 24, 2020 (as amended, the “2019 Annual Report”), but does not include all of the information and footnotes required by GAAP for complete financial statements. The results for the three months ended March 31, 2020 are not necessarily indicative of the results expected for the full fiscal year or any other period. The accompanying interim period unaudited condensed financial statements and related financial information included in this Quarterly Report on Form 10-Q (“Quarterly Report”) should be read in conjunction with the audited financial statements and notes thereto included in the Company’s 2019 Annual Report. All common share amounts and per share amounts have been adjusted to reflect a 1-for-10 reverse stock split of the Company’s common stock effected on March 23, 2018. Going Concern and Liquidity The accompanying condensed interim period unaudited financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not generated any product revenue and has not achieved profitable operations. For the three months ended March 31, 2020, the Company had a net loss of approximately $1.7 million and had net cash used in operating activities of approximately $1.2 million. At March 31, 2020, the Company had net working capital of approximately $4.5 million, an accumulated deficit of approximately $82.0 million, and cash and cash equivalents of approximately $6.0 million. There is no assurance that profitable operations will ever be achieved, and, if achieved, could be sustained on a continuing basis. In addition, potential future development activities, clinical and pre-clinical testing, and commercialization of the Company’s products will require significant financing. If the merger is not consummated, the Company may be forced to cease operations if the Company cannot raise the cash to continue operations. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Since inception, the operations of the Company have been funded through the sale of common shares, preferred shares, warrants, warrant exercise proceeds and convertible debt. Management cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that the Company raises additional funds by issuing equity securities, the Company’s stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that could impact the Company’s ability to conduct business. If the Company is not able to raise additional capital when required or on acceptable terms, the Company may need to (i) significantly delay, scale back or discontinue the development and/or commercialization of one or more product candidates; (ii) seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to technologies, product candidates or products that the Company would otherwise seek to develop or commercialize. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Risks Related to COVID-19 Pandemic The recent outbreak of COVID-19 originated in Wuhan, China, in December 2019 and has since spread to multiple countries, including the United States and several European countries. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access capital, which could negatively impact the Company’s short-term and long-term liquidity and the Company’s and Qualigen’s ability to complete the Plan of Merger on a timely basis or at all. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing or other activities or on healthcare systems or the global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which we rely. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no material changes in the Company’s significant accounting policies as of and for the three months ended March 31, 2020, as compared with the significant accounting policies described in the Company’s 2019 Annual Report. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash consists of amounts held in financial institutions that are immediately available to the Company. The funds are maintained at stable financial institutions, generally at amounts in excess of federally insured limits. Cash equivalents include money market funds and held-to-maturity securities with a maturity date of 90 days or less. As of March 31, 2020, cash and cash equivalents consisted of bank deposits, cash and investments in money market funds. Investments in Marketable Securities Investments in marketable securities are held in a custodial account at a financial institution and managed by the Company’s capital advisors based on the Company’s investment guidelines. All of the Company’s investments in marketable securities are classified as available-for-sale debt securities and are carried at fair value. Interest on these securities, as well as the amortization of discounts and premiums, is included in interest income in the statements of operations and comprehensive loss. The unrealized gains and losses on these securities are excluded from earnings and reported in other comprehensive income until realized, except when it considers declines in value to be other than temporary. Other than temporary impairment losses related to credit losses are considered to be realized losses. When available-for-sale debt securities are sold, the cost of the securities is specifically identified and is used to determine the realized gain or loss. Securities classified as current assets have maturity dates of less than or equal to one year from the balance sheet date. Operating Leases The Company determines if a contract contains a lease at inception. The Company’s material operating lease relates to a single office space. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates incremental secured borrowing rates corresponding to the maturities of the leases. As the Company has no outstanding debt or committed credit facilities, secured or otherwise, the Company estimates this rate based on prevailing financial market conditions, comparable company and credit analysis, and management judgment. The Company’s leases typically contain rent escalations over the lease term. The Company recognize expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce the Company’s right-of-use (“ROU”) asset related to the lease. These are amortized through the ROU asset as reductions of expense over the lease term. The Company’s lease agreement does not contain any material residual value guarantees or material restrictive covenants. The Company has no lease agreements with lease and non-lease components. Related to the adoption of Topic 842, the Company’s policy elections were as follows: Separation of lease and non-lease components While the Company does not currently have any lease agreement with lease and non-lease components, the Company elected this expedient to account for lease and non-lease components as separate components. Short-term policy The Company has elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise, are not recorded on the balance sheets. Equity-linked Financial Instruments The Company classifies outstanding common stock warrants with down-round features as equity, if the instrument would otherwise be classified in equity absent the down-round feature. The Company will recognize the value of a down-round feature when it is triggered and the warrant’s strike price has been adjusted downward, as a deemed dividend and reduction of income available to common stockholders in computing basic earnings per share. Net Loss Per Share The Company determines basic loss per share and diluted loss per share in accordance with the provisions of Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic net loss per share was calculated by dividing net loss by the weighted-average common shares outstanding during the period. Diluted net loss per share was calculated by dividing net loss by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. The potentially dilutive stock options issued under the 2015 Plan (described in Note 8), Series A, B and C Convertible Preferred Stock (described in Note 6) and warrants to purchase the Company’s common stock (described in Notes 6 and 7) were not considered in the computation of diluted net loss per share because they would be anti-dilutive. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company is required to record all components of comprehensive income (loss) in the financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments and unrealized gains and losses on investments are reported, net of their related tax effect, to arrive at comprehensive income (loss). There were no investments in available-for-sale debt securities and held-to-maturity debt securities for the three months ended March 31, 2020. For the three months ended March 31, 2019, comprehensive income consisted of unrealized gains on investments in available-for-sale debt securities. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Other accounting standard updates effective after March 31, 2020 are not expected to have a material impact on the Company’s financial statements. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 - PROPERTY AND EQUIPMENT Property and equipment consists of the following: Estimated Life March 31, 2020 December 31,2019 Computers and equipment 5 years $ 17,178 $ 17,178 Furniture and fixtures 7 years 19,158 19,158 Total property and equipment 36,336 36,336 Accumulated depreciation (22,144 ) (20,680 ) Total property and equipment, net $ 14,192 $ 15,656 Depreciation expense of approximately $1,500 and $1,400 was recognized for the three months ended March 31, 2020 and 2019, respectively, and classified in general and administrative expense in the accompanying unaudited condensed statements of operations and comprehensive loss. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5 - COMMITMENTS AND CONTINGENCIES Master Services Agreement In May 2018, Ritter entered into an Amended and Restated Master Services Agreement (“Service Agreement”) with a clinical research organization (“CRO”), pursuant to which the CRO agreed to perform certain services related to the management and execution of certain clinical trials involving RP-G28. The Services Agreement supersedes the Master Service Agreement, dated August 30, 2016, that Ritter entered into with the CRO. The precise services to be performed by the CRO under the Services Agreement will be mutually agreed upon by the parties in writing and set forth in one or more task orders. Ritter is not obligated to purchase any minimum or specific volume or dollar amount of services under the Services Agreement. The term of the Services Agreement is four years from the effective date of the Service Agreement unless earlier terminated. Ritter may terminate the Services Agreement or any task without cause immediately upon giving the CRO notice of such termination. The CRO may, with advance notice to Ritter, terminate a task order if Ritter has materially defaulted on its obligations under the Services Agreement or any task order and has not cured such material default, as described in the Services Agreement. As of March 31, 2020, there were no in process task orders with the CRO under the Service Agreement. Clinical Supply and Cooperation Agreement with Ricerche Sperimentali Montale SpA (“RSM”) Under the terms of the Supply Agreement with RSM on July 22, 2015, Ritter is required to pay RSM $400,000 within 10 days following FDA approval of an NDA for the first product owned or controlled by Ritter using Improved GOS as its active pharmaceutical ingredient. Offer Letter Amendments On October 15, 2019, Ritter entered into amendments to the respective employment offer letters of Andrew J. Ritter, its Chief Executive Officer, John W. Beck, its Chief Financial Officer, and Ira E. Ritter, its Chief Strategic Officer (the “Offer Letter Amendments”). Pursuant to the terms of the Offer Letter Amendments, each of Ritter’s executive officers agreed to defer a portion of his annual base salary (the “Deferred Amounts”), as set forth below, until such time as the board of directors, in its sole discretion, decides to pay the Deferred Amounts (or any portion of the Deferred Amounts) to the executive officers, if ever. Name of Executive Officer Annual Deferred Amount Andrew J. Ritter $ 70,200 John W. Beck $ 33,000 Ira E. Ritter $ 53,820 Lease Agreement On July 9, 2015, the Company entered into a lease with a California limited partnership, pursuant to which the Company leased approximately 2,780 square feet of office space in Los Angeles, California for its headquarters. The lease provides for a term of 61 months, commencing on October 1, 2015. The Company paid no rent for the first month of the term and paid base rent of $9,174 per month for months 2 through 13 of the term, with increasing base rent for each twelve-month period thereafter under the term of the lease to a maximum of $10,325 per month for months 50 through 61. The base rent payments do not include the Company’s proportionate share of any operating expenses, including real estate taxes. The Company has the option to extend the term of the lease for one five-year term, provided that the rent would be subject to market adjustment at the beginning of the renewal term. Other information related to leases was as follows: Three Months Ended Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease $ 143,723 Operating lease asset obtained in exchange for lease obligation: Operating lease $ 198,319 Remaining lease term Operating lease 0.6 years Discount rate Operating lease 6.00 % Future payments under non-cancelable extended operating leases having initial or remaining terms of one year or more are as follows for the remaining fiscal year and thereafter: Future minimum lease payments year ending December 31, 2020 (remaining) $ 72,278 Total future minimum lease payments, undiscounted 72,278 Less imputed interest (1,424 ) Present value of lease liabilities $ 70,854 Operating lease liabilities reported as of March 31, 2020: Operating lease liabilities-current $ 70,854 Total $ 70,854 Rent expense, which is recognized on a straight-line basis over the lease term, was approximately $29,000 for the three months ended March 31, 2020 and 2019 and is recorded in general and administrative expenses in the accompanying unaudited condensed statements of operations and comprehensive loss. Legal From time to time, the Company may be party to legal claims and proceedings that arise in the ordinary course of business, which may relate to our operations or assets. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation. We do not believe that any individual legal claim or proceeding that is currently pending is material to the Company or that these claims and proceedings in the aggregate are material to the Company. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 6 - STOCKHOLDERS’ EQUITY Authorized Shares In September 2017, the Company amended its Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to authorize the issuance of up to 225,000,000 shares of common stock, $0.001 par value per share, and 15,000,000 shares of preferred stock, $0.001 par value per share, consisting of (i) 9,500 shares that have been designated Series A convertible preferred stock, (ii) 6,000 shares that have been designated as Series B convertible preferred stock, and (iii) 1,880 shares that have been designated as Series C convertible preferred stock. Pursuant to the terms of the Certificate of Incorporation, the board of directors has the authority to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, including dividend rights, conversion right, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders. All common share amounts and per share amounts were retroactively restated to reflect a 1-for-10 reverse stock split that was effective March 23, 2018. As of March 31, 2020, the Company had 45,713,862 shares of common stock and 240 shares of Series C convertible preferred stock issued and outstanding. Each share of the Company’s common stock is entitled to one vote, and all shares rank equally as to voting and other matters. Each share of Series C preferred stock is convertible by the holder at $1.64 per share; subject to customary adjustment in the event of future stock dividends and stock splits. Holders are entitled to receive, and the Company shall pay, dividends on outstanding shares of Series C preferred stock, on an as-if-converted-to-common-stock basis, equal to and in the same form as dividends actually paid on outstanding common shares when, as and if such dividends are paid on outstanding common shares. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series C preferred stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of common stock would receive if the Series C preferred stock were fully converted to common stock, which amounts shall be paid pari passu with all common stockholders. Holders of Series C preferred stock have no voting rights. However, as long as any shares of Series C preferred stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series C preferred stock, (a) alter or change adversely the powers, preferences or rights given to the Series C preferred stock or alter or amend the applicable Certificate of Designation, (b) amend the Company’s certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series C preferred stock, (c) increase the number of authorized shares of Series C preferred stock, or (d) enter into any agreement with respect to any of the foregoing. Aspire Capital Common Stock Purchase Agreement On May 4, 2017, the Company entered into a common stock purchase agreement with Aspire Capital Fund, LLC (“Aspire Capital”), which the Company and Aspire Capital amended and restated on March 29, 2019 and on July 23, 2019 (as amended and restated, the “Aspire Purchase Agreement”). The Aspire Purchase Agreement was amended and restated to adjust certain provisions to improve the Company’s access to funding under the agreement. The Company was not required to pay a commitment fee to Aspire Capital to affect the amendment to the Aspire Purchase Agreement. The Aspire Purchase Agreement was entered into to provide access to the Company of up to an aggregate of $6.5 million in proceeds through the sale of shares of its common stock through March 31, 2021. Under the Aspire Purchase Agreement, as amended, on any trading day the Company selected, it has the right, in its sole discretion, to present Aspire Capital with a purchase notice (each, a “Purchase Notice”), directing Aspire Capital (as principal) to purchase up to 100,000 shares of its common stock per trading day (which may be increased by as much as an additional 2,000,000 shares per trading day by mutual agreement), up to an aggregate of $6,500,000 of its common stock, at a per share price (the “Purchase Price”) equal to the lesser of: (i) the lowest sale price of the Company’s common stock on the sale date, or (ii) the arithmetic average of the three lowest closing sale prices for the Company’s common stock during the 10 consecutive trading days ending on the trading day immediately preceding the sale date. The aggregate purchase price payable by Aspire Capital on any one purchase date may not exceed $500,000, unless otherwise mutually agreed. In addition, on any date on which the Company submits a Purchase Notice to Aspire Capital in an amount of at least 100,000 shares and its stock price is not less than $0.25 per share, the Company may also, in its sole discretion, present Aspire Capital with a volume-weighted average price purchase notice (each, a “VWAP Purchase Notice”) directing Aspire Capital to purchase an amount of its common stock equal to up to 30% of the aggregate shares of the Company’s common stock traded on its principal market on the next trading day (the “VWAP Purchase Date”), as determined by the Company. Under the terms of the Aspire Purchase Agreement, the number of shares that may be sold pursuant to the Aspire Purchase Agreement is limited to 1,807,562 (the “Exchange Cap”), which represented 19.99% of the Company’s outstanding shares of common stock as of March 29, 2019, the date the agreement was first amended and restated, unless stockholder approval or an exception pursuant to the rules of the Nasdaq Capital Market is obtained to issue more than 19.99%. This limitation will not apply if, at any time the Exchange Cap is reached and at all times thereafter, the average price paid for all shares issued under the Aspire Purchase Agreement is equal to or greater than $0.86 (the “Minimum Price”), which was the closing price of the Company’s common stock immediately preceding the signing of the agreement. For the three-month period ending March 31, 2020, the Company sold approximately 1.8 million shares of common stock under this agreement resulting in proceeds to the Company of approximately $0.5 million. At-the-Market Offering Agreement On November 6, 2019, the Company entered into an at the market sales agreement (“ATM Agreement”) with A.G.P./Alliance Global Partners (“AGP”), pursuant to which it may offer and sell, from time to time through AGP, shares of its common stock (the “Placement Shares”) having an aggregate offering price of up to $3,673,159 (which was subsequently increased to $8,030,917), subject to the terms and conditions of the ATM Agreement. Unless earlier terminated pursuant to the terms of the ATM Agreement, the ATM Agreement will automatically terminate upon the earlier to occur of (i) issuance and sale of all of the Placement Shares to or through AGP and (ii) August 1, 2022. For the three-month period ending March 31, 2020, the Company sold approximately 16.8 million shares of common stock under the ATM Agreement resulting net proceeds to the Company of approximately $4.3 million after commissions and expenses of approximately $157,000. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 7 - WARRANTS Warrants to purchase an aggregate of 2,363,304 shares of the Company’s common stock were outstanding at March 31, 2020. These warrants are all vested and exercisable, have exercise prices ranging from $0.15 to $93.00 per share, with a weighted average exercise price of $2.04, and expire at various dates through November 2023. For the three-month period ending March 31, 2020, the Company received proceeds of approximately $614,000 from warrant exercises resulting in the issuance of 6.0 million common shares of Company common stock. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | NOTE 8 - STOCK-BASED COMPENSATION Equity Incentive Plans The Company has issued equity awards pursuant to its 2015 Equity Incentive Plan (the “2015 Plan”), 2009 Stock Plan and 2008 Stock Plan (collectively the “Plans”). The Plans permit the Company to grant non-statutory stock options, incentive stock options and other equity awards to the Company’s employees, outside directors and consultants; however, incentive stock options may only be granted to the Company’s employees. Beginning June 29, 2015, no further awards may be granted under the 2009 Stock Plan or 2008 Stock Plan. However, to the extent awards under the 2008 Plan or 2009 Plan are forfeited or lapse unexercised or are settled in cash, the common stock subject to such awards will be available for future issuance under the 2015 Plan. On June 2, 2017, the stockholders of the Company approved an amendment to the 2015 Plan at the 2017 annual meeting of stockholders, which among other things, increased the number of shares that may be issued pursuant to awards under the 2015 Plan by 83,800 shares of common stock. On September 15, 2017, the stockholders of the Company approved an amendment to the 2015 Plan at a special meeting of stockholders, which among other things, increased the number of shares that may be issued pursuant to awards under the 2015 Plan by 2,585,871 shares of common stock. As of March 31, 2020, the aggregate number of shares of common stock authorized for issuance under the 2015 Plan, as amended, was 2,750,000 and 1,121,544 shares were available for issuance. The following represents a summary of the options granted to employees and non-employees that are outstanding at March 31, 2020 and changes during the period then ended: Options Weighted Aggregate Weighted Average Remaining Contractual Life Outstanding at December 31, 2019 1,164,644 $ 6.93 $ ― 8.4 Granted 48,000 $ 0.23 $ 1,776 9.8 Expired/ Forfeited (4,900 ) $ ― $ ― - Outstanding at March 31, 2020 1,207,744 $ 9.15 $ 1,776 8.2 Exercisable at March 31, 2020 560,839 $ 17.86 $ 296 7.7 The exercise price for an option issued under the 2015 Plan is determined by the Board of Directors, but will be (i) in the case of an incentive stock option (A) granted to an employee who, at the time of grant of such option, is a 10% stockholder, no less than 110% of the fair market value per share on the date of grant; or (B) granted to any other employee, no less than 100% of the fair market value per share on the date of grant; and (ii) in the case of a non-statutory stock option, no less than 100% of the fair market value per share on the date of grant. The options awarded under the Plans will vest as determined by the Board of Directors but will not exceed a ten-year period. The weighted average grant date fair value per share of options granted during the three months ended March 31, 2020 was $0.23. Fair Value of Equity Awards The Company utilizes the Black-Scholes option pricing model to value awards under its Plans. Key valuation assumptions include: ● Expected dividend yield. ● Expected stock-price volatility. ● Risk-free interest rate. ● Expected term. The material factors incorporated in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows: For the three months ended 2020 2019 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 80.33 % 13.52% - 23.39 % Risk-free interest rate 1.60 % 2.41% - 2.60 % Expected average term of options 5 7.5 Stock price $ 0.23 $0.60 - $0.87 Stock-Based Compensation The Company recognized stock-based compensation expense for services within general and administrative expense in the accompanying statements of operations of approximately $56,000 and $146,000 for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, there was approximately $183,000 of total unrecognized compensation cost related to unvested stock-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 1.25 years. No stock options were exercised during the three months ended March 31, 2020. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 - RELATED PARTY TRANSACTIONS A director of the Company is a managing director of Javelin Venture Partners GP, LLC, the general partner of Javelin Venture Partners GP, L.P., which holds a significant investment in the Company’s common stock and warrants. Two directors of the Company have acted as a managing director of Stonehenge Partners, LLC, which holds an investment in the Company’s common stock. Other than as described above, the Company has not entered into or been a participant in any transaction in which a related party had or will have a direct or indirect material interest for the three months ended March 31, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of amounts held in financial institutions that are immediately available to the Company. The funds are maintained at stable financial institutions, generally at amounts in excess of federally insured limits. Cash equivalents include money market funds and held-to-maturity securities with a maturity date of 90 days or less. As of March 31, 2020, cash and cash equivalents consisted of bank deposits, cash and investments in money market funds. |
Investments in Marketable Securities | Investments in Marketable Securities Investments in marketable securities are held in a custodial account at a financial institution and managed by the Company’s capital advisors based on the Company’s investment guidelines. All of the Company’s investments in marketable securities are classified as available-for-sale debt securities and are carried at fair value. Interest on these securities, as well as the amortization of discounts and premiums, is included in interest income in the statements of operations and comprehensive loss. The unrealized gains and losses on these securities are excluded from earnings and reported in other comprehensive income until realized, except when it considers declines in value to be other than temporary. Other than temporary impairment losses related to credit losses are considered to be realized losses. When available-for-sale debt securities are sold, the cost of the securities is specifically identified and is used to determine the realized gain or loss. Securities classified as current assets have maturity dates of less than or equal to one year from the balance sheet date. |
Operating Leases | Operating Leases The Company determines if a contract contains a lease at inception. The Company’s material operating lease relates to a single office space. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates incremental secured borrowing rates corresponding to the maturities of the leases. As the Company has no outstanding debt or committed credit facilities, secured or otherwise, the Company estimates this rate based on prevailing financial market conditions, comparable company and credit analysis, and management judgment. The Company’s leases typically contain rent escalations over the lease term. The Company recognize expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce the Company’s right-of-use (“ROU”) asset related to the lease. These are amortized through the ROU asset as reductions of expense over the lease term. The Company’s lease agreement does not contain any material residual value guarantees or material restrictive covenants. The Company has no lease agreements with lease and non-lease components. Related to the adoption of Topic 842, the Company’s policy elections were as follows: Separation of lease and non-lease components While the Company does not currently have any lease agreement with lease and non-lease components, the Company elected this expedient to account for lease and non-lease components as separate components. Short-term policy The Company has elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise, are not recorded on the balance sheets. |
Equity-linked Financial Instruments | Equity-linked Financial Instruments The Company classifies outstanding common stock warrants with down-round features as equity, if the instrument would otherwise be classified in equity absent the down-round feature. The Company will recognize the value of a down-round feature when it is triggered and the warrant’s strike price has been adjusted downward, as a deemed dividend and reduction of income available to common stockholders in computing basic earnings per share. |
Net Loss Per Share | Net Loss Per Share The Company determines basic loss per share and diluted loss per share in accordance with the provisions of Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic net loss per share was calculated by dividing net loss by the weighted-average common shares outstanding during the period. Diluted net loss per share was calculated by dividing net loss by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. The potentially dilutive stock options issued under the 2015 Plan (described in Note 8), Series A, B and C Convertible Preferred Stock (described in Note 6) and warrants to purchase the Company’s common stock (described in Notes 6 and 7) were not considered in the computation of diluted net loss per share because they would be anti-dilutive. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company is required to record all components of comprehensive income (loss) in the financial statements in the period in which they are recognized. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments and unrealized gains and losses on investments are reported, net of their related tax effect, to arrive at comprehensive income (loss). There were no investments in available-for-sale debt securities and held-to-maturity debt securities for the three months ended March 31, 2020. For the three months ended March 31, 2019, comprehensive income consisted of unrealized gains on investments in available-for-sale debt securities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Other accounting standard updates effective after March 31, 2020 are not expected to have a material impact on the Company’s financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following: Estimated Life March 31, 2020 December 31,2019 Computers and equipment 5 years $ 17,178 $ 17,178 Furniture and fixtures 7 years 19,158 19,158 Total property and equipment 36,336 36,336 Accumulated depreciation (22,144 ) (20,680 ) Total property and equipment, net $ 14,192 $ 15,656 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Portion of Deferred Amounts | Name of Executive Officer Annual Deferred Amount Andrew J. Ritter $ 70,200 John W. Beck $ 33,000 Ira E. Ritter $ 53,820 |
Schedule of Supplemental Cash Flow Information Related to Leases | Other information related to leases was as follows: Three Months Ended Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease $ 143,723 Operating lease asset obtained in exchange for lease obligation: Operating lease $ 198,319 Remaining lease term Operating lease 0.6 years Discount rate Operating lease 6.00 % |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases | Future payments under non-cancelable extended operating leases having initial or remaining terms of one year or more are as follows for the remaining fiscal year and thereafter: Future minimum lease payments year ending December 31, 2020 (remaining) $ 72,278 Total future minimum lease payments, undiscounted 72,278 Less imputed interest (1,424 ) Present value of lease liabilities $ 70,854 Operating lease liabilities reported as of March 31, 2020: Operating lease liabilities-current $ 70,854 Total $ 70,854 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following represents a summary of the options granted to employees and non-employees that are outstanding at March 31, 2020 and changes during the period then ended: Options Weighted Aggregate Weighted Average Remaining Contractual Life Outstanding at December 31, 2019 1,164,644 $ 6.93 $ ― 8.4 Granted 48,000 $ 0.23 $ 1,776 9.8 Expired/ Forfeited (4,900 ) $ ― $ ― - Outstanding at March 31, 2020 1,207,744 $ 9.15 $ 1,776 8.2 Exercisable at March 31, 2020 560,839 $ 17.86 $ 296 7.7 |
Schedule of Assumptions Used in Black-Scholes Option-Pricing Method | The material factors incorporated in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows: For the three months ended 2020 2019 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 80.33 % 13.52% - 23.39 % Risk-free interest rate 1.60 % 2.41% - 2.60 % Expected average term of options 5 7.5 Stock price $ 0.23 $0.60 - $0.87 |
Organization and Principal Ac_2
Organization and Principal Activities (Details Narrative) | Jan. 15, 2020USD ($) |
Merger Agreement [Member] | |
Other commitments | $ 350,000 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | Mar. 23, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Reverse stock split | 1-for-10 reverse stock split | |||
Net loss | $ (1,667,372) | $ (4,705,766) | ||
Net cash used in operating activities | (1,163,837) | $ (6,544,960) | ||
Working capital | 4,500,000 | |||
Accumulated deficit | (82,000,536) | $ (80,333,164) | ||
Cash and cash equivalents | $ 5,952,893 | $ 1,699,971 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,500 | $ 1,400 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 36,336 | $ 36,336 |
Accumulated depreciation | (22,144) | (20,680) |
Total property and equipment, net | $ 14,192 | 15,656 |
Computers and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Total property and equipment | $ 17,178 | 17,178 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 7 years | |
Total property and equipment | $ 19,158 | $ 19,158 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Jul. 22, 2015USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Jul. 09, 2015ft² |
Rent expense | $ 29,000 | $ 29,000 | ||
Lease renewal term | 5 years | |||
Lease, option to extend | The Company has the option to extend the term of the lease for one five-year term, provided that the rent would be subject to market adjustment at the beginning of the renewal term. | |||
Supply Agreement [Member] | Ricerche Sperimentali Montale [Member] | ||||
Payment of supply commitments | $ 400,000 | |||
Century Park [Member] | ||||
Area of lease | ft² | 2,780 | |||
Lease agreement term | 61 months | |||
Months 2 Through 13 [Member] | ||||
Rent expense | $ 9,174 | |||
Lease term description | Months 2 through 13 of the term | |||
Months 50 Through 61 [Member] | ||||
Rent expense | $ 10,325 | |||
Lease term description | Months 50 through 61 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Portion of Deferred Amounts (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Andrew J. Ritter [Member] | |
Annual Deferred Amount | $ 70,200 |
John W. Beck [Member] | |
Annual Deferred Amount | 33,000 |
Ira E. Ritter [Member] | |
Annual Deferred Amount | $ 53,820 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Leases (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accounting Policies [Abstract] | |
Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease | $ 143,723 |
Operating lease asset obtained in exchange for lease obligation: Operating lease | $ 198,319 |
Remaining lease term Operating lease | 7 months 6 days |
Discount rate Operating lease | 6.00% |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
2020 (remaining) | $ 72,278 | |
Total future minimum lease payments, undiscounted | 72,278 | |
Less imputed interest | (1,424) | |
Present value of lease liabilities | 70,854 | |
Operating lease liabilities-current | 70,854 | $ 100,471 |
Total | $ 70,854 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Mar. 31, 2021USD ($) | Nov. 06, 2019USD ($) | Mar. 23, 2018 | Mar. 31, 2020USD ($)Integer$ / sharesshares | Dec. 31, 2019$ / sharesshares | Sep. 30, 2017$ / sharesshares |
Common stock, shares authorized | 225,000,000 | 225,000,000 | 225,000,000 | |||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 15,000,000 | |||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||
Reverse split stock | 1-for-10 reverse stock split | |||||
Common stock, shares issued | 45,713,863 | 19,108,331 | ||||
Preferred stock voting, description | Each share of the Company's common stock is entitled to one vote, and all shares rank equally as to voting and other matters. | |||||
2017 Aspire Purchase Agreement [Member] | ||||||
Number of common shares sold | 100,000 | |||||
Number of shares possible increase per trading day | 2,000,000 | |||||
Number of common shares sold, value | $ | $ 6,500,000 | |||||
Debt instrument convertible consecutive trading days | Integer | 10 | |||||
Aggregate percentage of shares, direction under purchase | 30.00% | |||||
Number of common stock may be sold | 1,807,562 | |||||
Percentage for common stock outstanding | 19.99% | |||||
2017 Aspire Purchase Agreement [Member] | Maximum [Member] | ||||||
Maximum purchase price payable on one purchase date | $ | $ 500,000 | |||||
Percentage for common stock outstanding | 19.99% | |||||
2017 Aspire Purchase Agreement [Member] | Minimum [Member] | ||||||
Minimum number of shares to be purchased under purchase notice | 100,000 | |||||
Minimum stock price under purchase notice | $ / shares | $ 0.25 | |||||
Average price paid | $ / shares | $ 0.86 | |||||
2017 Aspire Purchase Agreement [Member] | Aspire Capital Fund LLC [Member] | ||||||
Number of common shares sold | 1,800,000 | |||||
Gross proceeds from closing of private placement | $ | $ 500,000 | |||||
2017 Aspire Purchase Agreement [Member] | Aspire Capital Fund LLC [Member] | Forecast [Member] | ||||||
Payments to acquire common stock | $ | $ 6,500,000 | |||||
ATM Sales Agreement [Member] | Private Placement [Member] | ||||||
Number of common shares sold | 16,800,000 | |||||
Number of common shares sold, value | $ | $ 3,673,159 | $ 4,300,000 | ||||
Commissions and expenses | $ | $ 157,000 | |||||
ATM Sales Agreement [Member] | Subsequently Increased [Member] | Private Placement [Member] | ||||||
Number of common shares sold, value | $ | $ 8,030,917 | |||||
Series A Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 9,500 | |||||
Series B Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 6,000 | 6,000 | 6,000 | |||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | 0 | 1,850 | ||||
Preferred stock, shares outstanding | 0 | 1,850 | ||||
Series C Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 1,880 | 1,880 | 1,880 | |||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | 240 | 240 | ||||
Preferred stock, shares outstanding | 240 | 240 | ||||
Preferred stock convertible into common stock conversion price per share | $ / shares | $ 1.64 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Issuance of warrants to purchase of common stock shares | 2,363,304 | |
Weighted average exercise price of warrants | $ 2.04 | |
Warrant expiration date | Nov. 30, 2023 | |
Proceeds from warrant exercises | $ 614,351 | |
Issuance of common stock | $ 6,000,000 | |
Minimum [Member] | ||
Warrants exercise prices ranging | $ 0.15 | |
Maximum [Member] | ||
Warrants exercise prices ranging | $ 93 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Sep. 15, 2017 | Jun. 02, 2017 | Mar. 31, 2020 | Mar. 31, 2019 |
Stock based compensation expense | $ 56,079 | $ 146,491 | ||
Unrecognized compensation cost related to un-vested stock based compensation | $ 183,000 | |||
Weighted average period of compensation cost expected to be recognized | 1 year 2 months 30 days | |||
Number of stock options exercised | ||||
Weighted average exercise price, options granted | $ 0.23 | |||
2015 Equity Incentive Plan [Member] | ||||
Aggregate number of common stock shares authorized for issuance | 2,750,000 | |||
Number of common stock available for issuance | 1,121,544 | |||
2015 Equity Incentive Plan [Member] | Employee Stock Option [Member] | ||||
Additional number of shares of common stock authorized to issue | 2,585,871 | 83,800 | ||
2015 Stock Plan [Member] | Employee Stock Option [Member] | ||||
Stock option description | The exercise price for an option issued under the 2015 Plan is determined by the Board of Directors, but will be (i) in the case of an incentive stock option (A) granted to an employee who, at the time of grant of such option, is a 10% stockholder, no less than 110% of the fair market value per share on the date of grant; or (B) granted to any other employee, no less than 100% of the fair market value per share on the date of grant; and (ii) in the case of a non-statutory stock option, no less than 100% of the fair market value per share on the date of grant. The options awarded under the Plans will vest as determined by the Board of Directors but will not exceed a ten-year period. | |||
Vesting period of options | 10 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Shares, Options Outstanding, Beginning | shares | 1,164,644 |
Number of Shares, Options Granted | shares | 48,000 |
Number of Shares, Options Expired/ Forfeited | shares | (4,900) |
Number of Shares, Options Outstanding at Ending | shares | 1,207,744 |
Number of Shares, Options Exercisable | shares | 560,839 |
Weighted Average Exercise Price, Outstanding, Beginning | $ 6.93 |
Weighted Average Exercise Price, Options Granted | 0.23 |
Weighted Average Exercise Price, Options Expired/ Forfeited | |
Weighted Average Exercise Price, Outstanding at Ending | 9.15 |
Weighted Average Exercise Price, Options Exercisable | $ 17.86 |
Aggregate Intrinsic Value, Outstanding, Beginning | $ | |
Aggregate Intrinsic Value, Options Granted | $ 1,776 |
Aggregate Intrinsic Value, Options Expired/ Forfeited | |
Aggregate Intrinsic Value, Outstanding at Ending | $ | $ 1,776 |
Aggregate Intrinsic Value, Options Exercisable | $ | $ 296 |
Weighted- Average Remaining Contractual Life (in Years), Outstanding, Beginning | 8 years 4 months 24 days |
Weighted- Average Remaining Contractual Life (in Years), Options Granted | 9 years 9 months 18 days |
Weighted- Average Remaining Contractual Life (in Years), Outstanding at Ending | 8 years 2 months 12 days |
Weighted- Average Remaining Contractual Life (in Years), Options Exercisable | 7 years 8 months 12 days |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used in Black-Scholes Option-Pricing Method (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Expected dividend yield | 0.00% | 0.00% |
Expected stock-price volatility | 80.33% | |
Expected stock-price volatility, minimum | 13.52% | |
Expected stock-price volatility, maximum | 23.39% | |
Risk-free interest rate | 1.60% | |
Risk-free interest rate, minimum | 2.41% | |
Risk-free interest rate, maximum | 2.60% | |
Expected average term of options | 5 years | 7 years 6 months |
Stock price | $ 0.23 | |
Minimum [Member] | ||
Stock price | $ 0.60 | |
Maximum [Member] | ||
Stock price | $ 0.87 |