Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Mar. 15, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | PROLUNG INC | |
Entity Central Index Key | 0001541884 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Reporting Status Current | No | |
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 | 4,094,916 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 260,507 | $ 207,421 |
Prepaid expenses | 5,427 | 5,427 |
Total Current Assets | 265,934 | 212,848 |
Property and equipment, net | 85,878 | 135,633 |
Intangible assets, net | 129,882 | 137,054 |
Total Assets | 481,694 | 485,535 |
Current Liabilities | ||
Accounts payable | 140,866 | 387,739 |
Accrued liabilities | 903,404 | 636,207 |
Short term loans payable | 105,000 | 105,000 |
Payable for research and development - current | 240,000 | 200,000 |
Notes and convertible notes payable - current, net | 1,283,462 | 1,206,931 |
Total Current Liabilities | 2,672,732 | 2,535,877 |
Long-Term Liabilities | ||
Payable for research and development agreement - long term | 125,000 | 210,000 |
Convertible notes payable, long-term, related party | 266,339 | 193,346 |
Notes and convertible notes payable, long-term, net | 5,794,229 | 4,242,966 |
Total Long-Term Liabilities | 6,185,568 | 4,646,312 |
Total Liabilities | 8,858,300 | 7,182,189 |
Stockholders' Deficit: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 4,083,557 and 4,068,557 shares issued and outstanding, respectively | 4,084 | 4,069 |
Additional paid-in capital | 27,588,781 | 27,083,391 |
Accumulated deficit | (35,969,471) | (33,784,114) |
Total Stockholders' Deficit | (8,376,606) | (6,696,654) |
Total Liabilities and Stockholders' Deficit | $ 481,694 | $ 485,535 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 4,083,557 | 4,068,557 |
Common stock, shares outstanding | 4,083,557 | 4,068,557 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||||
Revenue | ||||
Total revenue | ||||
Cost of revenue: | ||||
Gross margin | ||||
Operating expenses: | ||||
Research and development expense | 165,891 | 144,817 | 555,830 | 494,745 |
Selling, general and administrative expense | 291,182 | 407,607 | 1,101,350 | 1,054,278 |
Total operating expenses | 457,073 | 552,424 | 1,657,180 | 1,549,023 |
Loss from operations | (457,073) | (552,424) | (1,657,180) | (1,549,023) |
Other income (expense): | ||||
Loss on debt extinguisment | (648,551) | |||
Interest expense | (208,668) | (100,093) | (528,177) | (281,395) |
Total other expense | (208,668) | (100,093) | (528,177) | (929,946) |
Net loss | $ (665,741) | $ (652,517) | $ (2,185,357) | $ (2,478,969) |
Basic and diluted loss per share | $ (0.16) | $ (0.17) | $ (0.54) | $ (0.64) |
Weighted-average common shares outstanding, basic and diluted | 4,083,557 | 3,861,849 | 4,075,783 | 3,861,849 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (2,185,357) | $ (2,478,969) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and amortization | 60,515 | 28,113 |
Stock-based compensation | 355,756 | 402,897 |
Loss on debt extinguishment | 648,551 | |
Amortization of loan discount | 109,384 | 5,828 |
Change in assets and liabilities: | ||
Prepaid expenses | 13,826 | |
Accounts payable | (202,746) | 79,620 |
Accrued liabilities | 267,197 | 321,233 |
Net cash flows used in operating activities | (1,595,251) | (978,901) |
Cash flows from investing activities: | ||
Purchase of equipment | (3,588) | |
Net cash flows provided by investing activities | (3,588) | |
Cash flows from financing activities: | ||
Payment for placement of convertible notes payable | (223,575) | (25,000) |
Payment for research and development payable | (45,000) | |
Proceeds from notes payable - related party | 82,000 | 50,000 |
Proceeds from notes payable | 1,838,500 | 745,000 |
Net cash flows provided by financing activities | 1,651,925 | 770,000 |
Net increase (decrease) in cash | 53,086 | (208,901) |
Cash at beginning of period | 207,421 | 249,286 |
Cash at end of period | 260,507 | 40,385 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | 120,919 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Discount recorded on convertible debt issuance | $ 329,099 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance beginning at Dec. 31, 2018 | $ 3,862 | $ 25,582,996 | $ (29,164,227) | $ (3,577,369) |
Balance beginning, shares at Dec. 31, 2018 | 3,861,848 | |||
Stock-based compensation | 47,734 | 47,734 | ||
Net loss | (1,138,140) | (1,138,140) | ||
Balance ending at Mar. 31, 2019 | $ 3,862 | 25,630,730 | (30,302,367) | (4,667,775) |
Balance ending, shares at Mar. 31, 2019 | 3,861,848 | |||
Balance beginning at Dec. 31, 2018 | $ 3,862 | 25,582,996 | (29,164,227) | (3,577,369) |
Balance beginning, shares at Dec. 31, 2018 | 3,861,848 | |||
Net loss | (2,478,969) | |||
Balance ending at Sep. 30, 2019 | $ 3,862 | 25,985,893 | (31,643,196) | (5,653,441) |
Balance ending, shares at Sep. 30, 2019 | 3,861,848 | |||
Balance beginning at Mar. 31, 2019 | $ 3,862 | 25,630,730 | (30,302,367) | (4,667,775) |
Balance beginning, shares at Mar. 31, 2019 | 3,861,848 | |||
Stock-based compensation | 156,502 | 156,502 | ||
Net loss | (688,312) | (688,312) | ||
Balance ending at Jun. 30, 2019 | $ 3,862 | 25,787,232 | (30,990,679) | (5,199,585) |
Balance ending, shares at Jun. 30, 2019 | 3,861,848 | |||
Stock-based compensation | 198,661 | 198,661 | ||
Net loss | (652,517) | (652,517) | ||
Balance ending at Sep. 30, 2019 | $ 3,862 | 25,985,893 | (31,643,196) | (5,653,441) |
Balance ending, shares at Sep. 30, 2019 | 3,861,848 | |||
Balance beginning at Dec. 31, 2019 | $ 4,069 | 27,083,391 | (33,784,114) | (6,696,654) |
Balance beginning, shares at Dec. 31, 2019 | 4,068,557 | |||
Stock-based compensation | 162,320 | 162,320 | ||
Warrants issued to convertible debt placement agent | 71,489 | 71,489 | ||
Net loss | (712,876) | (712,876) | ||
Balance ending at Mar. 31, 2020 | $ 4,069 | 27,317,200 | (34,496,990) | (7,175,721) |
Balance ending, shares at Mar. 31, 2020 | 4,068,557 | |||
Balance beginning at Dec. 31, 2019 | $ 4,069 | 27,083,391 | (33,784,114) | (6,696,654) |
Balance beginning, shares at Dec. 31, 2019 | 4,068,557 | |||
Net loss | (2,185,357) | |||
Balance ending at Sep. 30, 2020 | $ 4,084 | 27,588,781 | (35,969,471) | (8,376,606) |
Balance ending, shares at Sep. 30, 2020 | 4,083,557 | |||
Balance beginning at Mar. 31, 2020 | $ 4,069 | 27,317,200 | (34,496,990) | (7,175,721) |
Balance beginning, shares at Mar. 31, 2020 | 4,068,557 | |||
Stock-based compensation | 114,940 | 114,940 | ||
Shares issued for services | $ 15 | 37,035 | 37,050 | |
Shares issued for services, shares | 15,000 | |||
Warrants issued to convertible debt placement agent | 70,635 | 70,635 | ||
Net loss | (806,740) | (806,740) | ||
Balance ending at Jun. 30, 2020 | $ 4,084 | 27,539,810 | (35,303,730) | (7,759,836) |
Balance ending, shares at Jun. 30, 2020 | 4,083,557 | |||
Stock-based compensation | 41,446 | 41,446 | ||
Warrants issued to convertible debt placement agent | 7,525 | 7,525 | ||
Net loss | (665,741) | (665,741) | ||
Balance ending at Sep. 30, 2020 | $ 4,084 | $ 27,588,781 | $ (35,969,471) | $ (8,376,606) |
Balance ending, shares at Sep. 30, 2020 | 4,083,557 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies Organization ProLung, Inc. (the “Company”), is a Delaware corporation that was incorporated on November 22, 2004 and is doing business as “ProLung.” The Company’s headquarters are located in Salt Lake City, Utah. The Company’s business is the development, marketing and sales of precision predictive analytical medical devices specializing in lung cancer. The Company’s principal activities are primarily developing and testing of products, seeking FDA clearance for its products, developing markets and securing strategic alliances and obtaining financing. Principles of Consolidation During the year ended December 31, 2012, the Company formed a wholly-owned subsidiary, Hilltop Acquisition Corporation, Inc., which has had no activity since its inception and was dissolved during 2020. Basis of Presentation The accompanying condensed financial statements are unaudited and have been prepared by management in accordance with rules and regulations promulgated by the U.S. Securities and Exchange Commission and therefore certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying condensed financial statements contain all adjustments necessary for them to be presented fairly, with those adjustments consisting only of normal recurring adjustments. These interim financial statements should be read in conjunction with the Company’s annual financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the three and nine months ended September 30, 2020 may not be indicative of the results to be expected for the year ending December 31, 2020. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has generated minimal revenues thus far from its operations and no revenue during the current period. Until the Company receives Food and Drug Administration (“FDA”) approval, the Company will not achieve its planned level of operations in the United States. The Company does have a Conformité Européene or CE mark for Europe and has licensed a portion of its technology to an entity located in China. The Company has incurred substantial and recurring losses to date from operations, continues to have a stockholders’ deficit and is currently dependent on debt and equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. The accompanying condensed financial statements do not include any adjustments that might result relating to the recoverability and classification of the asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this risk and uncertainty. The ability of the Company to continue as a going concern is dependent on the Company successfully obtaining additional funding, developing products that can be sold profitably, and generating cash through operating activities. Management’s plans include issuing equity or debt securities to fund capital requirements and developing ongoing operations. Basic and Diluted Loss Per Share The Company computes basic loss per share by dividing net loss by the weighted-average number of common shares outstanding during the period. The Company computes diluted loss per share by dividing net loss by the sum of the weighted-average number of common shares outstanding and the weighted-average dilutive common share equivalents outstanding. The computation of diluted loss per share does not assume exercise or conversion of securities that would have an anti-dilutive effect. For the three and nine months ended September 30, 2020 and 2019, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: September 30, 2020 2019 Warrants to purchase shares 1,288,896 1,228,434 Stock options 644,022 508,135 Convertible notes 2,432,336 1,515,961 Adoption of New Accounting Policies Stock Compensation Recent Accounting Pronouncements Emerging Growth Company Leases Leases Convertible Notes Payable The Company has reviewed other recent accounting pronouncements and has determined that they will not significantly impact the Company’s results of operations or financial position. |
Research and Development Agreem
Research and Development Agreement | 9 Months Ended |
Sep. 30, 2020 | |
Research and Development [Abstract] | |
Research and Development Agreement | Note 2 – Research and Development Agreement On July 29, 2019, the Company amended a license agreement dated April 10, 2013 between the Company and ProLung Biotech Wuxi / ProLung China (Wuxi). The original agreement allowed Wuxi to utilize the Company’s technology in China in return for royalty payments based on Wuxi’s revenues. Wuxi has yet to earn any revenue but has been conducting clinical trials. The license agreement was amended whereby Wuxi will provide the Company its clinical trial data, know-how and improvements which the Company will use outside the greater China area. This amendment further requires full collaboration (i.e., protocols and methodologies) between the two entities. In consideration for such trial data and know-how, the Company will make cash payments to Wuxi of up to $575,000 and issue up to 347,566 shares of common stock upon the completion of certain events. Through December 31, 2019, the balance was $410,000 and 278,053 shares had been issued based on conditions being met. The final 69,513 shares will be issued once the final milestone is met. During the nine months ending September 30, 2020, the Company has made $45,000 in cash payments with the remaining $365,000 payable as follows: $40,000 currently due, $100,000 in October 2020; $100,000 in April 2021; $100,000 in October 2021; and $25,000 in April 2022. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 3 – Accrued Liabilities Accrued liabilities consisted of the following at September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Accrued interest $ 822,008 $ 524,136 Accrued royalties 17,873 17,873 Accrued settlement 21,875 55,000 Accrued payroll and payroll taxes 41,648 39,198 Accrued liabilities $ 903,404 $ 636,207 As disclosed in Note 8, in January 2020 the Company settled with the Utah Division of Securities for $55,000. The Company was aware of this situation at September 30, 2019 and has accrued the settlement amount as of that date. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 4 –Notes Payable Convertible Notes Payable During the nine months ended September 30, 2020, the Company issued $1,794,500 in convertible notes; $82,000 of which was from a current board member. These notes are unsecured, bear interest at 8% and are convertible at $3.20 per share. If at any time prior to the Maturity Date, the Company completes an initial registered public offering (IPO) of its common stock, all unpaid amounts shall automatically be converted into common stock at the lower of (i) $3.20 per share and (ii) 90% of the IPO price. The notes are due March 2022. Since these notes had a conversion price that was not “in the money” upon issuance there was no beneficial conversion feature recorded. On the date of issuance, the Company also assessed the conversion feature for possible derivative treatment (under ASC 815) and determined the conversion feature was indexed to the Company’s common stock and thus not a derivative. The Company incurred $179,450 of loan costs and issued 56,093 warrants to a broker related to these loans. These warrants are exercisable at $3.20 and expire in ten years. The value of the warrants was $149,649 ($2.67 per warrant), derived utilizing the Black-Scholes Pricing Model with the following weighted average assumptions: Expected life 5 years Exercise price $ 3.20 Expected volatility 188% - 205 % Weighted Average Volatility 188 % Expected dividends n/a Risk-free interest rate 0.21% to 1.57 % The total loan costs incurred of $329,099 was recorded as a debt discount and will be amortized as a component of interest expense over the term of the convertible notes. During the three and nine months ended September 30, 2020, the Company recognized interest expense of $53,234 and $109,384 related to the amortization of the loan costs, respectively. As of September 30, 2020, the unamortized balance loan costs is $321,954. SBA Loan In April 2020, the Company entered into a Loan Agreement and Promissory Note (collectively the “SBA Loan”) with Zions Bank pursuant to the Paycheck Protection Program (the “PPP”) under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (the “SBA”). The Company received total proceeds of $126,000 from the SBA Loan. The SBA Loan is scheduled to mature in April 2022 and has a 1.00% interest rate and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The SBA Loan contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. Subject to certain conditions, the SBA Loan may be forgiven in whole or in part by applying for forgiveness pursuant to the CARES Act and the PPP. The amount of loan proceeds eligible for forgiveness is based on a formula based on a number of factors, including the amount of loan proceeds used by the Company during the twenty-four week period after the loan origination for certain purposes, including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments, provided that, among other things, at least 60% of the loan amount is used for eligible payroll costs, the employer maintaining or rehiring employees and maintaining salaries at certain level. The Company believes it has used entire loan proceeds to fund qualifying expenses and the loan will eventually be forgiven, However, as of September 30, 2020, the loan has yet to be forgiven and is currently reflected as a loan payable over two years. Notes payable are summarized as follows: September 30, December 31, 2020 2019 Convertible notes payable; unsecured; interest at 8%; due March 2022 (includes related party amount of $282,000 and $200,000, respectively) $ 6,333,053 $ 4,538,553 Convertible notes payable; unsecured; interest at 8.00%; due November 2020 1,206,931 1,206,931 SBA Loan Payable (PPP Loan); unsecured; interest at 1%; monthly payments of $7,091 commencing November 2020 through April 2022 126,000 - Unamortized discount and loan costs (321,954 ) (102,241 ) Notes payable, net $ 7,344,030 $ 5,643,243 Less: current portion, net (1,283,462 ) (1,206,931 ) Convertible notes payable - long term, net $ 6,060,568 $ 4,436,312 |
Equity Based Compensation
Equity Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Equity Based Compensation | Note 5 – Equity Based Compensation In May 2020, the Company issued 15,000 shares of common stock for consulting services received. The Company recorded an expense of $37,050 ($2.47 per share). The fair value was derived from a valuation done on the Company in April 2020. |
Common Stock Options
Common Stock Options | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Options | Note 6 – Common Stock Options Equity Incentive Plan In April 2017, the Board, contingent on shareholder approval, approved the ProLung, Inc. Stock Incentive Plan (the “Plan”). The shareholders approved the Plan in July 2017. The Plan authorizes the Board compensation Committee to grant incentive stock options, non-incentive stock options, stock bonuses, restricted stock, and performance-based awards to directors, officers and employees and non-employee agents, consultants, advisers and independent contractors of the Company or any parent or subsidiary of the Company. In May 2020, the Plan was modified by the Board. 2020 Board and Employee Option Grants As part of an agreement for their service during 2020 current Board members accepted the issuance of 44,000 options to Board members at exercise prices of $2.47 and $3.20 per option. These options vested upon issuance. The fair value of these options was $2.70 per option or $118,837 and was expensed upon grant. In May 2020, the Board’s approved the issuance of 73,887 options to employees of the Company at an exercise price of $2.47 per option. These options vests quarterly over four years. The fair value of these options was $2.43 per option or $179,631 and will be expensed over the relative vesting period. The above fair value was computed using the Black Scholes method using the following assumptions: Expected life 6.1 years Exercise price $ 2.47-3.20 Expected volatility 182% - 206 % Weighted average volatility 187 % Expected dividends n/a Risk-free interest rate 0.29% - 0.57 % A summary of option activity for the nine months ended September 30, 2020 is presented below: Shares Weighted Average Weighted Average Remaining Aggregate Outstanding at December 31, 2019 526,135 $ 5.85 8.7 years Issued 117,887 $ 2.58 Forfeited/Expired - $ - Outstanding at September 30, 2020 644,022 $ 5.24 8.3 years $ - Vested at September 30, 2020 570,135 $ 5.60 8.1 years $ - The Company recorded an expense of $41,446 and $190,371 for the three months ended September 30, 2020 and 2019 related to the amortization of options issued under the plan. The Company recorded an expense of $298,467 and $394,607 for the nine months ended September 30, 2020 and 2019 related to the amortization of options issued under the plan. The remaining unrecognized expense of $163,237 will be recognized through May 2024, with a weighted average term of 2.2 years. Total stock-based compensation expense from amortization of options, warrants (Note 7) and common stock issuances (Note 5) have been included in the statements of operations as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Research and development expense $ 3,113 $ 30,139 $ 26,654 $ 84,799 Selling, general and administrative expense 38,333 168,522 329,102 318,098 Total share-based compensation $ 41,446 $ 198,661 $ 355,756 $ 402,897 |
Common Stock Warrants
Common Stock Warrants | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Warrants | Note 7 – Common Stock Warrants The Company has issued warrants to purchase its common stock for equity, debt and compensation reasons. See Note 4 for 56,093 warrants issued as part of loan issuance costs during the nine months ended September 30, 2020. In August 2019 the Company and a former consultant reinstated a consulting agreement whereby this consultant, based on services rendered, will receive 1,875 warrants a month through May 2020. Through May 2020, 9,375 warrants have been issued to fulfill the contract. The warrants have an exercise price of $4.00 and vest upon issuance and expire October 2024. The fair value of the warrant shares issued was $20,238 and recorded as an expense during the nine month period; none of that expense was incurred during the three months ended September 30, 2020. The assumptions used for these warrant shares were risk-free interest rate of 0.18% to 1.31%, expected volatility of 143% to 163% (weighted average 155%), expected life of 2.5 years, and expected dividend yield of zero. A summary of warrant activity for the nine months ended September 30, 2020 is presented below: Shares Weighted Average Weighted Average Remaining Aggregate Outstanding at December 31, 2019 1,255,667 $ 5.17 2.5 years Issued 65,468 $ 3.31 Exercised - Expired/Forfeited (32,239 ) $ 3.93 Outstanding at September 30, 2020 1,288,896 $ 5.11 1.9 years $ - |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Lease Agreement In May 2019 the Company entered into a new lease agreement for its office space. The lease amount is $3,600 per month and expires in April 2022. The Company inhabited the office in September and incurred $3,600 in lease expense as it relates to this lease. Utah Division of Securities On April 23, 2019, the Utah Division of Securities (the “ Division In January 2020, the Division issued a Stipulation and Consent Order which set forth the following: 1) the Company agrees to settle the matter with the Division by way of the Stipulation and Consent Order; 2) the Stipulation and Consent Order fully resolves all claims the Division has against the Company pertaining to the Order to Show Cause; 3) the Division, the Company and Bauer, agree to promptly file a stipulation and joint motion to dismiss the Company and Bauer from this administrative action, with respect to Count 1 against the Company and Bauer (the only claim brought against Bauer); 4) In or about April 2014, the Company Board of Directors circulated a consent agreement regarding the issuance of 72,763 Company stock certificates to select members of the Company Board of Directors in connection with “financing services provided” by those members; 5) In or about April 2014, the Company issued stock grants of 27,000 shares to Robert W. Raybould, 2,044 shares to Steve Eror, 7,969 shares to Tim Treu; 24,188 shares to Clark Campbell; and 12,188 shares to Todd Morgan; 6) Subsequent to issuance of those shares, ProLung was informed by counsel of potential consequences for Pro Lung employing unlicensed agents and individuals receiving the shares as compensation directly for sale of securities without a securities license, as opposed to receiving shares as compensation for generalized board service. Subsequently, no further shares were issued as compensation for fundraising. Mr. Eror returned his shares to the Company. However, Raybould, Treu, Campbell and Morgan did not return their shares to the Company. The Company did not disclose the potential licensing violation until on or about December 3, 2018, in its Note Purchase Agreements. As set forth by the Company in its Form 8-K dated November 27, 2019, Campbell, Treu, Morgan, and Raybould entered into Stipulation and Consent Orders wherein they returned shares of stock to the Company’s treasury and paid fines to the Division of Securities. On January 9, 2020, the Division entered an order as follows: 1) entering certain Findings and Conclusions by the Division, which ProLung admitted via a Stipulation and Consent Order; 2) ordering ProLung to cease and desist from violating Utah Uniform Securities Act (the “ Act ”) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events Consulting Agreement The Company entered into agreements with certain consultants for future services to be rendered. Under the terms of the contract the Company will grant between 1,200 and 2,200 stock options per quarter during the term of the agreements. The term of the agreements are currently designated to be two years. The options will vest upon grant and will have an exercise price as determined by the Board of Directors each quarter as they are issued. Any Party may cancel these agreements at any time with written notice. A total of 5,994 options have been issued under this agreement subsequent to September 30, 2020. Convertible Notes In November 2020 a convertible note payable totaling $342,732 (“Kolob Note”) were assigned to note holders as part of $525,000 of new convertible notes. These new convertible notes pay interest at 8% and are due March 31, 2022. The notes are convertible as follows: $342,732 at $3.20 per share and $182,268 and is convertible at $10.53 per share. In November 2020 convertible note payable totaling $864,199 (“Ensign Note”) was extended to May 31, 2021 and the conversion price was lowered from $6.00 per share to $3.20 per share. Subsequent to this extension, $345,924 in Ensign Notes were assigned to note holders as part of $1,925,500 of new convertible notes. These new convertible notes pay interest at 8% and are due March 31, 2022. The notes are convertible as follows: $345,924 at $3.20 per share and $1,054,576 is convertible at $10.53 per share. The due date of the remaining Ensign Notes totaling $518,275 was extended to March 31, 2022. As part of the proceeds received mentioned above, the Company incurred $123,635 of loan costs and is to issue 11,746 warrants to a broker related to these convertible loans. These warrants are exercisable at $10.53 and expire in ten years. SBA Loan Subsequent to September 30, 2020 (November 10, 2020), the SBA notified the Company the SBA had forgiven the loan mentioned above. Warrants Exercised Subsequent to September 30, 2020, 11,359 of warrants were exercised at $3.60 per share for proceeds of $40,892. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization | Organization ProLung, Inc. (the “Company”), is a Delaware corporation that was incorporated on November 22, 2004 and is doing business as “ProLung.” The Company’s headquarters are located in Salt Lake City, Utah. The Company’s business is the development, marketing and sales of precision predictive analytical medical devices specializing in lung cancer. The Company’s principal activities are primarily developing and testing of products, seeking FDA clearance for its products, developing markets and securing strategic alliances and obtaining financing. |
Principles of Consolidation | Principles of Consolidation During the year ended December 31, 2012, the Company formed a wholly-owned subsidiary, Hilltop Acquisition Corporation, Inc., which has had no activity since its inception and was dissolved during 2020. |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements are unaudited and have been prepared by management in accordance with rules and regulations promulgated by the U.S. Securities and Exchange Commission and therefore certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying condensed financial statements contain all adjustments necessary for them to be presented fairly, with those adjustments consisting only of normal recurring adjustments. These interim financial statements should be read in conjunction with the Company’s annual financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The results of operations for the three and nine months ended September 30, 2020 may not be indicative of the results to be expected for the year ending December 31, 2020. |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has generated minimal revenues thus far from its operations and no revenue during the current period. Until the Company receives Food and Drug Administration (“FDA”) approval, the Company will not achieve its planned level of operations in the United States. The Company does have a Conformité Européene or CE mark for Europe and has licensed a portion of its technology to an entity located in China. The Company has incurred substantial and recurring losses to date from operations, continues to have a stockholders’ deficit and is currently dependent on debt and equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. The accompanying condensed financial statements do not include any adjustments that might result relating to the recoverability and classification of the asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this risk and uncertainty. The ability of the Company to continue as a going concern is dependent on the Company successfully obtaining additional funding, developing products that can be sold profitably, and generating cash through operating activities. Management’s plans include issuing equity or debt securities to fund capital requirements and developing ongoing operations. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The Company computes basic loss per share by dividing net loss by the weighted-average number of common shares outstanding during the period. The Company computes diluted loss per share by dividing net loss by the sum of the weighted-average number of common shares outstanding and the weighted-average dilutive common share equivalents outstanding. The computation of diluted loss per share does not assume exercise or conversion of securities that would have an anti-dilutive effect. For the three and nine months ended September 30, 2020 and 2019, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: September 30, 2020 2019 Warrants to purchase shares 1,288,896 1,228,434 Stock options 644,022 508,135 Convertible notes 2,432,336 1,515,961 |
Adoption of New Accounting Policies | Adoption of New Accounting Policies Stock Compensation |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Emerging Growth Company Leases Leases Convertible Notes Payable The Company has reviewed other recent accounting pronouncements and has determined that they will not significantly impact the Company’s results of operations or financial position. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the three and nine months ended September 30, 2020 and 2019, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: September 30, 2020 2019 Warrants to purchase shares 1,288,896 1,228,434 Stock options 644,022 508,135 Convertible notes 2,432,336 1,515,961 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following at September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Accrued interest $ 822,008 $ 524,136 Accrued royalties 17,873 17,873 Accrued settlement 21,875 55,000 Accrued payroll and payroll taxes 41,648 39,198 Accrued liabilities $ 903,404 $ 636,207 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Weighted Average Assumptions | Expected life 5 years Exercise price $ 3.20 Expected volatility 188% - 205 % Weighted Average Volatility 188 % Expected dividends n/a Risk-free interest rate 0.21% to 1.57 % |
Schedule of Convertible Notes Payable | Notes payable are summarized as follows: September 30, December 31, 2020 2019 Convertible notes payable; unsecured; interest at 8%; due March 2022 (includes related party amount of $282,000 and $200,000, respectively) $ 6,333,053 $ 4,538,553 Convertible notes payable; unsecured; interest at 8.00%; due November 2020 1,206,931 1,206,931 SBA Loan Payable (PPP Loan); unsecured; interest at 1%; monthly payments of $7,091 commencing November 2020 through April 2022 126,000 - Unamortized discount and loan costs (321,954 ) (102,241 ) Notes payable, net $ 7,344,030 $ 5,643,243 Less: current portion, net (1,283,462 ) (1,206,931 ) Convertible notes payable - long term, net $ 6,060,568 $ 4,436,312 |
Common Stock Options (Tables)
Common Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Fair Value of Options Grants Using Black Scholes Method | The above fair value was computed using the Black Scholes method using the following assumptions: Expected life 6.1 years Exercise price $ 2.47-3.20 Expected volatility 182% - 206 % Weighted average volatility 187 % Expected dividends n/a Risk-free interest rate 0.29% - 0.57 % |
Summary of Option Activity | A summary of option activity for the nine months ended September 30, 2020 is presented below: Shares Weighted Average Weighted Average Remaining Aggregate Outstanding at December 31, 2019 526,135 $ 5.85 8.7 years Issued 117,887 $ 2.58 Forfeited/Expired - $ - Outstanding at September 30, 2020 644,022 $ 5.24 8.3 years $ - Vested at September 30, 2020 570,135 $ 5.60 8.1 years $ - |
Schedule of Share-based Compensation Expense from Amortization of Options, Warrants and Common Stock Issuances | Total stock-based compensation expense from amortization of options, warrants (Note 7) and common stock issuances (Note 5) have been included in the statements of operations as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Research and development expense $ 3,113 $ 30,139 $ 26,654 $ 84,799 Selling, general and administrative expense 38,333 168,522 329,102 318,098 Total share-based compensation $ 41,446 $ 198,661 $ 355,756 $ 402,897 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Warrant Activity | A summary of warrant activity for the nine months ended September 30, 2020 is presented below: Shares Weighted Average Weighted Average Remaining Aggregate Outstanding at December 31, 2019 1,255,667 $ 5.17 2.5 years Issued 65,468 $ 3.31 Exercised - Expired/Forfeited (32,239 ) $ 3.93 Outstanding at September 30, 2020 1,288,896 $ 5.11 1.9 years $ - |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Warrants to Purchase Shares [Member] | ||||
Antidilutive securities excluded from computation of earnings per share | 1,288,896 | 1,228,434 | 1,288,896 | 1,228,434 |
Stock Options [Member] | ||||
Antidilutive securities excluded from computation of earnings per share | 644,022 | 508,135 | 644,022 | 508,135 |
Convertible Notes [Member] | ||||
Antidilutive securities excluded from computation of earnings per share | 2,432,336 | 1,515,961 | 2,432,336 | 1,515,961 |
Research and Development Agre_2
Research and Development Agreement (Details Narrative) - License Agreement [Member] - USD ($) | Jul. 29, 2019 | Apr. 30, 2022 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Cash payments for research and development | $ 45,000 | ||||||
Number of issued shares of common stock | 278,053 | ||||||
Stock Issued During Period, Value | $ 410,000 | ||||||
Remaining cash payable | 365,000 | ||||||
Subsequent Event [Member] | |||||||
Cash payments for research and development | $ 100,000 | ||||||
Currently Due [Member] | |||||||
Cash payments for research and development | $ 40,000 | ||||||
Forecast [Member] | |||||||
Cash payments for research and development | $ 25,000 | $ 100,000 | $ 100,000 | ||||
Final Milestone [Member] | |||||||
Number of issued shares of common stock | 69,513 | ||||||
ProLung Biotech Wuxi [Member] | Maximum [Member] | |||||||
Cash payments for research and development | $ 575,000 | ||||||
Number of issued shares of common stock | 347,566 |
Accrued Liabilities (Details Na
Accrued Liabilities (Details Narrative) - USD ($) | Jan. 09, 2020 | Jan. 30, 2020 | Sep. 30, 2020 |
Payables and Accruals [Abstract] | |||
Payment for fine | $ 55,000 | $ 55,000 | $ 33,125 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 822,008 | $ 524,136 |
Accrued settlement | 17,873 | 17,873 |
Accrued royalties | 21,875 | 55,000 |
Accrued payroll and payroll taxes | 41,648 | 39,198 |
Accrued liabilities | $ 903,404 | $ 636,207 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | |
Discount recorded on convertible debt issuance | $ 329,099 | ||||
Interest expenses | $ 208,668 | $ 100,093 | $ 528,177 | $ 281,395 | |
Common Stock [Member] | |||||
Conversion price per share | $ / shares | $ 3.20 | $ 3.20 | |||
Conversion price percentage | 0.90 | ||||
Convertible Notes Payable [Member] | |||||
Payments to convertible notes | $ 1,794,500 | ||||
Debt interest rate | 8.00% | 8.00% | |||
Conversion price per share | $ / shares | $ 3.20 | $ 3.20 | |||
Maturity date description | The notes are due March 2022. | ||||
Loan costs | $ 179,450 | $ 179,450 | |||
Number of warrant issued shares of common stock | shares | 56,093 | 56,093 | |||
Exercise price of warrants | $ / shares | $ 3.20 | $ 3.20 | |||
Warrants term | 10 years | 10 years | |||
Discount recorded on convertible debt issuance | $ 329,099 | ||||
Interest expenses | $ 53,234 | 109,384 | |||
Unamortized debt discount | $ 321,954 | $ 321,954 | |||
Convertible Notes Payable [Member] | Warrants [Member] | |||||
Exercise price of warrants | $ / shares | $ 2.67 | $ 2.67 | |||
Value of warrants issued | $ 149,649 | $ 149,649 | |||
Convertible Notes Payable [Member] | Current Board Member [Member] | |||||
Payments to convertible notes | $ 82,000 | ||||
SBA Loan [Member] | |||||
Debt interest rate | 1.00% | 1.00% | |||
Debt description | November 2020 through April 2022 | ||||
SBA Loan [Member] | Loan Agreement [Member] | Payroll Protection Program [Member] | |||||
Debt interest rate | 1.00% | ||||
Maturity date description | The SBA Loan is scheduled to mature in April 2022. | ||||
Proceeds from loan | $ 126,000 | ||||
Debt description | The Company during the twenty-four week period after the loan origination for certain purposes, including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments, provided that, among other things, at least 60% of the loan amount is used for eligible payroll costs, the employer maintaining or rehiring employees and maintaining salaries at certain level. The Company believes it has used entire loan proceeds to fund qualifying expenses and the loan will eventually be forgiven, However, as of September 30, 2020, the loan has yet to be forgiven and is currently reflected as a loan payable over two years. |
Notes Payable - Schedule of Wei
Notes Payable - Schedule of Weighted Average Assumptions (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Expected Life [Member] | |
Debt measurement, years | 5 years |
Exercise Price [Member] | |
Debt measurement input | 3.20 |
Expected Volatility [Member] | Minimum [Member] | |
Debt measurement input | 188 |
Expected Volatility [Member] | Maximum [Member] | |
Debt measurement input | 205 |
Weighted Average Volatility [Member] | |
Debt measurement input | 188 |
Expected Dividend [Member] | |
Debt measurement input | 0 |
Risk Free Interest Rate [Member] | Minimum [Member] | |
Debt measurement input | 0.21 |
Risk Free Interest Rate [Member] | Maximum [Member] | |
Debt measurement input | 1.57 |
Notes Payable - Schedule of Con
Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Notes payable, net | $ 7,344,030 | $ 5,643,243 |
Unamortized discount and loan costs | (321,954) | (102,241) |
Less: current portion, net | (1,283,462) | (1,206,931) |
Notes payable - long term, net | 5,794,229 | 4,242,966 |
Convertible Notes Payable One [Member] | ||
Notes payable, net | 6,333,053 | 4,538,553 |
Convertible Notes Payable Two [Member] | ||
Notes payable, net | 1,206,931 | 1,206,931 |
SBA Loan [Member] | ||
Notes payable, net | $ 126,000 |
Notes Payable - Schedule of C_2
Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Convertible Notes Payable One [Member] | ||
Debt interest percentage | 8.00% | 8.00% |
Debt maturity date, description | Due March 2022 | Due March 2022 |
Due to related parties | $ 282,000 | $ 200,000 |
Convertible Notes Payable Two [Member] | ||
Debt interest percentage | 8.00% | 8.00% |
Debt maturity date, description | Due November 2020 | Due November 2020 |
SBA Loan [Member] | ||
Debt interest percentage | 1.00% | |
Debt maturity date, description | November 2020 through April 2022 | |
Monthly payments | $ 7,901 |
Equity Based Compensation (Deta
Equity Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended |
May 31, 2020 | Jun. 30, 2020 | |
Equity [Abstract] | ||
Number of shares issued for consulting services | 15,000 | |
Expenses | $ 37,050 | $ 37,050 |
Shares issued price per share | $ 2.47 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock-based compensation | $ 41,446 | $ 190,371 | $ 298,467 | $ 394,607 | |
Unrecognized compensation expense | $ 163,237 | $ 163,237 | |||
Stock option expiration period | 2 years 2 months 12 days | ||||
Board Members [Member] | |||||
Stock-based compensation, shares | 73,887 | 44,000 | |||
Share exercise price | $ 2.47 | ||||
Exercise price | $ 2.47 | $ 3.20 | 3.20 | ||
Fair value of options | $ 2.43 | $ 2.70 | $ 2.70 | ||
Stock-based compensation, value | $ 179,631 | $ 118,837 |
Common Stock Options - Schedule
Common Stock Options - Schedule of Fair Value of Options Grants Using Black Scholes Method (Details) | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Expected life | 6 years 1 month 6 days |
Weighted average volatility | 187.00% |
Expected dividends | 0.00% |
Minimum [Member] | |
Exercise price | $ 2.47 |
Expected volatility | 182.00% |
Risk-free interest rate | 0.29% |
Maximum [Member] | |
Exercise price | $ 3.20 |
Expected volatility | 206.00% |
Risk-free interest rate | 0.57% |
Common Stock Options - Summary
Common Stock Options - Summary of Option Activity (Details) | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Shares Under Option, Outstanding Beginning Balance | shares | 526,135 |
Shares Under Option, Issued | shares | 117,887 |
Shares Under Option, Forfeited/Expired | shares | |
Shares Under Option, Outstanding Ending Balance | shares | 644,022 |
Shares Under Option, Vested Ending Balance | shares | 570,135 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 5.85 |
Weighted Average Exercise Price, Issued | $ / shares | 2.58 |
Weighted Average Exercise Price, Forfeited/Expired | $ / shares | |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | 5.24 |
Weighted Average Exercise Price, Vested Ending Balance | $ / shares | $ 5.60 |
Weighted Average Remaining Contractual Life, Outstanding Beginning | 8 years 8 months 12 days |
Weighted Average Remaining Contractual Life, Outstanding Ending | 8 years 3 months 19 days |
Weighted Average Remaining Contractual Life, Vested Ending Balance | 8 years 1 month 6 days |
Aggregate Intrinsic Value Vested Options, Outstanding Beginning Balance | $ | |
Aggregate Intrinsic Value Vested Options, Outstanding Ending Balance | $ | |
Aggregate Intrinsic Value Vested Options, Vested Ending Balance | $ |
Common Stock Options - Schedu_2
Common Stock Options - Schedule of Share-based Compensation Expense from Amortization of Options, Warrants and Common Stock Issuances (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total share-based compensation | $ 41,446 | $ 198,661 | $ 355,756 | $ 402,897 |
Research and Development Expense [Member] | ||||
Total share-based compensation | 3,113 | 30,139 | 26,654 | 84,799 |
Selling, General and Administrative Expense [Member] | ||||
Total share-based compensation | $ 38,333 | $ 168,522 | $ 329,102 | $ 318,098 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
May 31, 2020$ / sharesshares | Sep. 30, 2020USD ($)shares | Sep. 30, 2020USD ($)shares | Aug. 31, 2019shares | |
Former Consultant [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Warrants and rights outstanding measurement input | 0.18 | 0.18 | ||
Former Consultant [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Warrants and rights outstanding measurement input | 1.31 | 1.31 | ||
Former Consultant [Member] | Expected Volatility [Member] | Minimum [Member] | ||||
Warrants and rights outstanding measurement input | 143 | 143 | ||
Former Consultant [Member] | Expected Volatility [Member] | Maximum [Member] | ||||
Warrants and rights outstanding measurement input | 163 | 163 | ||
Former Consultant [Member] | Weighted Average Volatility [Member] | ||||
Warrants and rights outstanding measurement input | 155 | 155 | ||
Former Consultant [Member] | Expected Life [Member] | ||||
Expected life | 2 years 6 months | 2 years 6 months | ||
Former Consultant [Member] | Expected Dividend [Member] | ||||
Warrants and rights outstanding measurement input | 0 | 0 | ||
Warrants [Member] | ||||
Warrants issued | 56,093 | 56,093 | ||
Warrants [Member] | Former Consultant [Member] | ||||
Warrants issued | 9,375 | 1,875 | ||
Exercise price of warrants | $ / shares | $ 4 | |||
Warrants expiration date, description | Expire October 2024. | |||
Fair value of warrants | $ | $ 20,238 |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Warrant Activity (Details) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Shares Under Warrants Outstanding, Beginning Balance | 1,255,667 |
Shares Under Warrants, Issued | 65,468 |
Shares Under Warrants, Exercised | |
Shares Under Warrants, Expired/Forfeited | (32,239) |
Shares Under Warrants Outstanding, Ending Balance | 1,288,896 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 5.17 |
Weighted Average Exercise Price, Issued | $ / shares | 3.31 |
Weighted Average Exercise Price, Expired/Forfeited | $ / shares | 3.93 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | $ 5.11 |
Weighted Average Remaining Contractual Life, Outstanding Beginning Balance | 2 years 6 months |
Weighted Average Remaining Contractual Life, Outstanding Ending Balance | 1 year 10 months 25 days |
Aggregate Intrinsic Value of Vested Warrants Outstanding Beginning | $ | |
Aggregate Intrinsic Value of Vested Warrants Outstanding Ending | $ |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jan. 09, 2020 | Sep. 30, 2020 | Jan. 30, 2020 | Apr. 30, 2014 | Sep. 30, 2020 |
Lease description | In May 2019 the Company entered into a new lease agreement for its office space. The lease amount is $3,600 per month and expires in April 2022. | ||||
Lease expense | $ 3,600 | ||||
Stock issued during period, new issues post-split shares | 72,763 | ||||
Payment for fine | $ 55,000 | $ 55,000 | $ 33,125 | ||
Payment for litigations | $ 21,875 | ||||
Robert W. Raybould [Member] | |||||
Stock issued during period, new issues post-split shares | 27,000 | ||||
Steve Eror [Member] | |||||
Stock issued during period, new issues post-split shares | 2,044 | ||||
Treu [Member] | |||||
Stock issued during period, new issues post-split shares | 7,969 | ||||
Campbell [Member] | |||||
Stock issued during period, new issues post-split shares | 24,188 | ||||
Morgan [Member] | |||||
Stock issued during period, new issues post-split shares | 12,188 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 15, 2021 | Mar. 15, 2021 | Nov. 30, 2020 | Sep. 30, 2020 | Oct. 31, 2020 |
Warrants [Member] | |||||
Warrants issued | 56,093 | ||||
Agreements with Certain Consultants [Member] | Minimum [Member] | |||||
Stock options granted during period | 1,200 | ||||
Agreements with Certain Consultants [Member] | Maximum [Member] | |||||
Stock options granted during period | 2,200 | ||||
Subsequent Event [Member] | Warrants [Member] | |||||
Warrants issued | 11,359 | 11,359 | |||
Exercise price of warrants | $ 3.60 | $ 3.60 | |||
Proceeds from warrant exercises | $ 40,892 | ||||
Subsequent Event [Member] | Kolob Note [Member] | |||||
Proceeds from convertible notes | $ 342,732 | ||||
Subsequent Event [Member] | Convertible Notes [Member] | |||||
Proceeds from convertible notes | $ 525,000 | ||||
Debt instrument interest percentage | 8.00% | ||||
Maturity date | March 31, 2022 | ||||
Subsequent Event [Member] | Convertible Notes One [Member] | |||||
Debt conversion price per share | $ 3.20 | $ 3.20 | $ 3.20 | ||
Debt instrument carrying amount | $ 345,924 | $ 345,924 | $ 342,732 | ||
Subsequent Event [Member] | Convertible Notes Two [Member] | |||||
Debt conversion price per share | $ 10.53 | $ 10.53 | $ 10.53 | ||
Debt instrument carrying amount | $ 1,054,576 | $ 1,054,576 | $ 182,268 | ||
Subsequent Event [Member] | Ensign Note [Member] | |||||
Proceeds from convertible notes | $ 864,199 | ||||
Debt conversion price per share | $ 6 | $ 3.20 | |||
Maturity date | May 31, 2021 | ||||
Subsequent Event [Member] | Ensign Notes [Member] | |||||
Proceeds from loan | $ 123,635 | ||||
Subsequent Event [Member] | Ensign Notes [Member] | Warrants [Member] | |||||
Warrants issued | 11,746 | 11,746 | |||
Exercise price of warrants | $ 10.53 | $ 10.53 | |||
Warrants term | 10 years | 10 years | |||
Subsequent Event [Member] | Ensign Notes [Member] | Note Holders [Member] | |||||
Proceeds from convertible notes | $ 345,924 | ||||
Subsequent Event [Member] | New Convertible Notes [Member] | Note Holders [Member] | |||||
Proceeds from convertible notes | $ 1,925,500 | ||||
Debt instrument interest percentage | 8.00% | 8.00% | |||
Maturity date | March 31, 2022 | ||||
Subsequent Event [Member] | Remaining Ensign Notes [Member] | |||||
Debt instrument carrying amount | $ 518,275 | $ 518,275 | |||
Maturity date | March 31, 2022. | ||||
Subsequent Event [Member] | Agreements with Certain Consultants [Member] | |||||
Stock options granted during period | 5,994 |