Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 30, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | PROLUNG INC | ||
Entity Central Index Key | 0001541884 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 9,853,465 | ||
Entity Common Stock, Shares Outstanding | 4,094,916 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 185,126 | $ 207,421 |
Prepaid expenses | 5,427 | 5,427 |
Total Current Assets | 190,553 | 212,848 |
Property and equipment, net | 71,160 | 135,633 |
Intangible assets, net | 127,491 | 137,054 |
Total Assets | 389,204 | 485,535 |
Current Liabilities | ||
Accounts payable | 206,658 | 387,739 |
Accrued liabilities | 1,078,755 | 636,207 |
Short term loans payable | 105,000 | 105,000 |
Payable for research and development - current | 340,000 | 200,000 |
Convertible notes payable - current | 1,206,931 | |
Total Current Liabilities | 1,730,413 | 2,535,877 |
Long-Term Liabilities | ||
Payable for research and development agreement - long term | 25,000 | 210,000 |
Convertible notes payable, related party, net - long-term | 364,967 | 193,346 |
Convertible notes payable, net - long-term | 7,113,962 | 4,242,966 |
Total Long-Term Liabilities | 7,503,929 | 4,646,312 |
Total Liabilities | 9,234,342 | 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; 4,084,916 and 4,068,557 shares issued and outstanding, respectively, | 4,085 | 4,069 |
Additional paid-in capital | 27,662,507 | 27,083,391 |
Accumulated deficit | (36,511,730) | (33,784,114) |
Total Stockholders' Deficit | (8,845,138) | (6,696,654) |
Total Liabilities and Stockholders' Deficit | $ 389,204 | $ 485,535 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 4,084,916 | 4,068,557 |
Common stock, shares outstanding | 4,084,916 | 4,068,557 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||
Revenue | ||
Total revenue | ||
Cost of revenue: | ||
Gross margin | ||
Operating expenses: | ||
Research and development expense | 738,734 | 2,099,463 |
Selling, general and administrative expense | 1,330,926 | 1,464,515 |
Total operating expenses | 2,069,660 | 3,563,978 |
Loss from operations | (2,069,660) | (3,563,978) |
Other income (expense): | ||
Gain (loss) on debt extinguisment | 126,000 | (648,551) |
Interest expense | (783,956) | (407,358) |
Total other expense | (657,956) | (1,055,909) |
Net loss | $ (2,727,616) | $ (4,619,887) |
Basic and diluted loss per share | $ (0.67) | $ (1.19) |
Weighted-average common shares outstanding, basic and diluted | 4,077,797 | 3,895,673 |
Statements of Stockholders' Def
Statements of Stockholders' Deficit - 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 | 3,861,849 | |||
Shares issued under research and development agreement | $ 278 | 889,492 | 889,770 | |
Shares issued under research and development agreement, shares | 278,053 | |||
Shares cancelled by former directors | $ (71) | 71 | ||
Shares cancelled by former directors, shares | (71,345) | |||
Stock-based compensation | 559,122 | 559,122 | ||
Warrants issued to convertible debt placement agent | 51,710 | 51,710 | ||
Net loss | (4,619,887) | (4,619,887) | ||
Balance ending at Dec. 31, 2019 | $ 4,069 | 27,083,391 | (33,784,114) | (6,696,654) |
Balance ending, shares at Dec. 31, 2019 | 4,068,557 | |||
Stock-based compensation | 382,613 | 382,613 | ||
Warrants issued to convertible debt placement agent | 154,576 | 154,576 | ||
Exercise of warrants | $ 1 | 4,892 | 4,893 | |
Exercise of warrants, shares | 1,359 | |||
Issuance of stock for services | $ 15 | 37,035 | 37,050 | |
Issuance of stock for services, shares | 15,000 | |||
Net loss | (2,727,616) | (2,727,616) | ||
Balance ending at Dec. 31, 2020 | $ 4,085 | $ 27,662,507 | $ (36,511,730) | $ (8,845,138) |
Balance ending, shares at Dec. 31, 2020 | 4,084,916 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (2,727,616) | $ (4,619,887) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and amortization | 77,624 | 54,179 |
Share-based compensation | 419,663 | 559,122 |
Amortization of loan discount/loan fees | 164,934 | 22,857 |
(Gain) loss on debt extinguishment | (126,000) | 648,551 |
Shares issued under research agreement | 889,770 | |
Amortization of research and development agreement | 560,000 | |
Change in assets and liabilities: | ||
Prepaid expenses | 18,826 | |
Accounts payable | (158,946) | 79,993 |
Accrued liabilities | 442,548 | 392,474 |
Net cash flows used in operating activities | (1,907,793) | (1,394,115) |
Cash flows from investing activities: | ||
Purchase of equipment | (3,588) | |
Net cash flows used in investing activities | (3,588) | |
Cash flows from financing activities: | ||
Proceeds from convertible notes payable | 2,187,500 | 1,372,250 |
Proceeds from convertible notes payable - related party | 182,000 | 50,000 |
Proceeds from SBA Loan | 126,000 | |
Proceeds from short term notes payable | 105,000 | |
Proceeds from warrant exercise | 4,893 | |
Payment to placement agent for convertible notes payable | (223,575) | (25,000) |
Payment on research and development note payable | (45,000) | (150,000) |
Payment on convertible note payable | (342,732) | |
Net cash flows provided by financing activities | 1,889,086 | 1,352,250 |
Net decrease in cash | (22,295) | (41,865) |
Cash at beginning of period | 207,421 | 249,286 |
Cash at end of period | 185,126 | 207,421 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | 125,632 | 48,145 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Debt discount on convertible notes - warrants | 356,016 | 95,835 |
Payment of research and development agreement with long term payable | 560,000 | |
Leasehold improvements purchased through convertible note | 133,553 | |
Cancellation of former board shares | $ 71 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies Organization Going Concern – 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. Use of Estimates Concentration of Credit Risk Fair Value of Financial Instruments Cash and Cash Equivalents Property and Equipment Intangible Assets Impairment or Disposal of Long-Lived Asset Research and Development Stock-based Compensation Income Taxes The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Basic and Diluted Loss Per Share , the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: December 31, 2020 2019 Warrants to purchase shares 1,305,595 1,255,667 Stock options 663,016 526,135 Convertible notes 2,728,358 1,774,351 Related Parties 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 | 12 Months Ended |
Dec. 31, 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 year ending December 31, 2020, the Company has made $45,000 in cash payments with the remaining $365,000 payable as follows: $140,000 currently due; $100,000 in April 2021; $100,000 in October 2021; and $25,000 in April 2022. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3 – Property and Equipment Property and equipment consists of the following at December 31, 2020 and 2019: December 31, Life 2020 2019 Leasehold improvements 3 Years $ 133,553 $ 133,553 Computer equipment 3 years 31,392 31,392 Office equipment 3 to 5 years 22,740 19,152 Tooling 5 years 92,228 92,228 279,913 276,325 Less accumulated depreciation (208,753 ) (140,692 ) Property and equipment, net $ 71,160 $ 135,633 Depreciation expense for the years ended December 31, 2020 and 2019 was $68,061 and $44,619, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4 – Intangible Assets In December 2015, the Company purchased patents for a probe as well as enhanced surface and tips for obtaining bioelectrical signals for $175,300. These patents will be amortized over 220 months (18.3 years), at a rate of $797 per month, or $9,562 per year. During the years ended December 31, 2020 and 2019 the Company recognized amortization expense of $9,562 each year. At December 31, 2020, there was accumulated amortization of $47,809. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 5 – Accrued Liabilities Accrued liabilities consists of the following at December 31, 2020 and 2019: December 31, 2020 2019 Accrued interest $ 1,017,537 $ 524,136 Accrued royalties 17,873 17,873 Accrued settlement - 55,000 Accrued payroll and payroll taxes 43,345 39,198 Accrued liabilities $ 1,078,755 $ 636,207 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 –Notes Payable Short-term loans payable The Company issued short term loans totaling $105,000 during 2019 for working capital. These loans are due on demand and accrue compounded interest at 3.5% per month (42% per annum). The principal is due in cash and the accrued interest can be paid either in cash or common shares. At December 31, 2020, there was $62,516 in accrued interest related to these notes. 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 was 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 received notice in November 2020 the loan had been forgiven and recorded the forgiveness as gain from debt extinguishment. Convertible Notes Payable 2015 Convertible Notes (Kolob and Ensign Notes) In 2015, the Company issued two convertible promissory notes (the “Kolob” and “Ensign” notes) in the aggregate principal amount of $1,206,931 to two investment entities controlled by a single family. The Kolob note was for $342,732 and the Ensign note totaled $864,199. The notes are convertible at any time prior to maturity at the option of the holders at a conversion rate of $6.00 per share. The notes are unsecured and accrue interest at the rate of 8% per annum, with interest payable on the last day of each calendar quarter. The principal amount under the Kolob and Ensign notes were due in November 2020. In November 2020, as part of the settlement of the Kolob and Ensign notes (see below), the maturity date was extended to March 2022, the conversion price was lowered to $3.20 per share and they were securitized. The newly added security position from November 2020 on the Kolob Note and on the Ensign Note was removed in March 2021. Kolob Note In December 2020, the Kolob note was settled as part of convertible note proceeds received totaling $525,000 thereby removing the security position that was added in November 2020; 100,000 of which was from a current board member. The convertible notes pay interest at 8% and are due March 31, 2022. The amount related to settling the Kolob note ($342,732) is convertible at $3.20 per share with the remaining $182,268 convertible at $10.53 per share. Interest accruing from the date of issuance to the conversion date shall be paid on the maturity date. Ensign Note In December 2020, part of the Ensign note was assigned as part of convertible note proceeds received totaling $50,000. The Ensign Note has subsequently been settled thereby removing the security position that was added in November 2020. The convertible notes pay interest at 8% and are due March 31, 2022. $12,350 of this loan is convertible at $3.20 per share with the remaining $37,650 convertible at $10.53 per share. Subsequent to December 31, 2020, $12,350 of the proceeds was used to settle part of the Ensign note. Interest accruing from the date of issuance to the conversion date shall be paid on the maturity date. 2020 Other Convertible Note Issuances During the year ended December 31, 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. Interest accruing from the date of issuance to the conversion date shall be paid on the maturity date. 2019 Convertible Note Issuances During the year ended December 31, 2019, the Company issued $1,555,803 in convertible notes; $50,000 of which from a current board member. The Company received cash proceeds of $1,422,250 and settled $133,553 in leasehold improvements. These notes are unsecured, bear interest at 8% and are convertible at $3.20 per share ($250,000 of these notes were originally convertible at $5.20 and reduced in April 2019). The notes are due March 2022. Interest accruing from the date of issuance to the conversion date shall be paid on the maturity date. Since these convertible 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 $201,427 and $69,125 of cash loan costs related to the issuance of the convertible notes during the years ended December 31, 2020 and 2019. Also, during 2020 and 2019, in conjunction with the issuance of these convertible notes, the Company issued 58,162 and 21,608 warrants to a broker, respectively. These warrants are exercisable at prices between $3.20 and $10.53 per share and expire in ten years. The initial fair value of these warrants on the date of grant was $154,576 ($2.66 per warrant) and $51,710 ($2.39 per warrant) for the years ended December 31, 2020 and 2019. The fair value was derived utilizing the Black-Scholes Pricing Model with the following weighted average assumptions: 2020 2019 Expected life 5.0 years 5.0 years Exercise price $ 3.20 to $10.53 $ 3.20 Expected volatility 188% to 205 % 98% to 106 % Weighted average volatility 189 % 100 % Expected dividends n/a n/a Risk-free interest rate 0.67 % 1.83 % The loan costs incurred will be amortized as a component of interest expense over the term of the convertible notes. During the year ended December 31, 2020 and 2019, the Company recognized interest expense of $164,934 and $18,594 related to the amortization of the loan costs, respectively. As of December 31, 2020, the unamortized balance loan costs is $293,336. Convertible notes payable is summarized as follows: December 31, 2020 2019 Convertible notes payable; unsecured; interest at 8%; due March 2022 (includes related party amount of $382,000 and $200,000) $ 7,772,265 $ 4,538,553 Convertible notes payable; unsecured; interest at 8.00%; due November 2020 - 1,206,931 Unamortized discount and loan costs (includes related party amount of $17,033) (293,336 ) (102,241 ) Notes payable, net $ 7,478,929 $ 5,643,243 Less: current portion, net - (1,206,931 ) Convertible notes payable - long term, net $ 7,478,929 $ 4,436,312 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Preferred Stock | Note 7 – Preferred Stock The stockholders of the Company have authorized 10,000,000 shares of preferred stock, par value $0.001 per share. The preferred stock may be issued in one or more series. The Board has the right to fix the number of shares of each series (within the total number of authorized shares of the preferred stock available for designation as a part of such series), and designate, in whole or part, the preferences, limitations and relative rights of each series of preferred stock. As of December 31, 2020, and 2019, the Board has not designated any series of preferred stock and there are no shares of preferred stock issued or outstanding. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Common Stock | Note 8 – Common Stock Common Stock Issued for Services 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. See Note 2 for common stock issued under a research and development agreement during the year ended December 31, 2019. Exercise of Warrants During 2020, 1,359 warrants were exercised for $4,893 in cash proceeds or $3.60 per share. Return of Former Board Member Shares During the year ended December 31, 2019, as part of a settlement with the Utah Division of Securities (further discussed in Note 11), certain former directors of the Company returned 71,345 shares of common stock. There was no consideration given to these shareholders for the return of the shares. |
Common Stock Options
Common Stock Options | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Options | Note 9 – 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 and advisors to the Board accepted the issuance of 57,994 options at exercise prices of $2.47 and $3.20 per option. These options vested upon issuance. The fair value of these options was $2.40 per option or $139,460 and was expensed upon grant. In May 2020, the Board’s approved the issuance of 78,887 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 $191,641 and will be expensed over the relative vesting period. 2019 Board and Employee Option Grants In June 2019, the Board’s approved the issuance of 135,000 options to employees of the Company at an exercise price of $3.20 per option. These options vest monthly over one year. The fair value of these options was $2.87 per option or $387,730 and will be expensed over the relative vesting period. During 2019, 2,500 of these options have been forfeited. As part of an agreement for their service during 2019 current and former Board members accepted the issuance of 83,000 options to Board members at exercise prices ranging from $3.20 to $5.20 per option. These options vested upon issuance. The fair value of these options was $2.77 per option or $230,047 and was expensed upon grant. The fair value of these options was $2.42 and $2.93 per option for the year ended December 31, 2020 and 2019. The fair value was computed using the Black Scholes method using the following weighted-average assumptions: 2020 2019 Weighted average fair value $ 2.42 $ 2.83 Expected life 6.08 years 5.3 years Exercise price $ 2.57 $ 3.64 Expected volatility 182% to 205 % 130% to 141 % Weighted average volatility 190 % 138 % Expected dividends n/a n/a Risk-free interest rate 0.46 % 1.82 % The Company recorded an expense of $343,331 and $549,747 for the year ended December 31, 2020 and 2019 related to these options. The $152,010 remaining unrecognized expense will be recognized through June 2024. A summary of option activity for the year ended December 31, 2020 is presented below: Weighted Aggregate Weighted Average Intrinsic Shares Average Remaining Value of Under Exercise Contractual Vested Options Price Life Options Outstanding at December 31, 2019 526,135 $ 5.85 8.7 years Issued 136,881 $ 2.57 Adjustment - $ - Forfeited/Expired - $ - Outstanding at December 31, 2020 663,016 $ 5.16 8.1 years $ - Vested at December 31, 2020 599,905 $ 5.44 7.9 years $ - Total stock-based compensation expense from stock grants (Note 8) options and warrants (Note 10) and related amortization have been included in the statements of operations as follows: For the Year Ending December 31, 2020 2019 Research and development expense $ 44,091 $ 97,433 Selling, general and administrative expense 375,572 461,689 Total share-based compensation $ 419,663 $ 559,122 |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Warrants | Note 10 – Common Stock Warrants The Company has issued warrants to purchase its common stock for equity, debt and compensation reasons. See Note 6 for 58,162 and 21,608 warrants issued as part of loan issuance costs during the years ended December 31, 2020 and 2019, respectively. 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 June 2020. During 2020 and 2019, 11,250 and 9,375 warrants have been issued to fulfill the contract, respectively. 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 $23,671 ($2.10 per share) and 21,803 ($2.33 per share), respectively and expensed upon issuance. During 2020, the Company issued 6,500 warrants to a consultant exercisable at $4.00 per share, vested upon issuance and expire in 10 years. The fair value of the warrant shares issued was $15,612 ($2.40 per share) and expensed upon issuance. The fair value of the above warrants was computed using the Black Scholes method using the following weighted-average assumptions: 2020 2019 Weighted average fair value $ 2.21 $ 2.33 Expected life 3.4 years 2.5 years Exercise price $ 4.00 $ 4.00 Expected volatility 143% to 205 % 136% to 162 % Weighted average volatility 174 % 146 % Expected dividends n/a n/a Risk-free interest rate 0.44 % 1.56 % A summary of warrant activity for the years ended December 31, 2020 and 2019 is presented below: Weighted Aggregate Weighted Average Intrinsic Shares Average Remaining Value of Under Exercise Contractual Vested Warrants Price Life Warrants Outstanding at December 31, 2019 1,255,667 $ 5.17 2.5 years $ - Issued 75,912 $ 3.52 Exercised (1,359 ) $ 3.60 Adjustment 5 Expired/Forfeited (24,630 ) $ 4.03 Outstanding at December 31, 2020 1,305,595 $ 5.02 1.7 years $ - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Research and Development Agreement See Note 2 Research and Development Agreement COVID-19 The Company is closely monitoring the impact of the 2019 novel coronavirus, or COVID-19. COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020 and the President of the United States declared the COVID-19 outbreak a national emergency. The future impacts of the pandemic and any resulting economic impact are largely unknown and evolving. It is possible that the COVID-19 pandemic, the measures taken by the governments of countries affected and the resulting economic impact may materially and adversely affect the Company’s results of operations, cash flows and financial position as well as its customers. 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 2019 and incurred $43,541 and $14,400 in lease expense as it relates to this lease during 2020 and 2019, respectively. The remaining minimum lease expense is expected to be $43,200 for 2021 and $14,400 for 2022. During 2019, the Company incurred $133,553 in leasehold improvements that were settled with a convertible note payable (Note 6). These improvements will be amortized through April 2022. 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. In November 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 ”) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 – Income Taxes The Company provides for income taxes using an asset and liability-based approach. Deferred income tax assets and liabilities are recorded to reflect the future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Tax Cuts and Jobs Act was enacted on December 22, 2017 which reduced the U.S. corporate statutory tax rate from 35% to 21%. The Company changed its effective federal rate to 21% as the expected rate for our deferred tax items. Our effective state rate is unchanged at 5%. The significant components of net deferred tax assets (liabilities) were as follows at December 31, 2020 and 2019: December 31, 2020 2019 Net operating losses $ 6,994,900 $ 6,190,000 Research and development credit carryforward 209,900 209,900 Depreciation and amortization (7,800 ) (8,100 ) Valuation allowance (7,197,000 ) (6,391,800 ) Net Deferred Tax Asset $ - $ - As of December 31, 2020, the Company had no unrecognized tax benefits that, if recognized, would affect the Company’s effective income tax rate over the next 12 months. A reconciliation of the expected income tax benefit at the U.S. Federal income tax rate to the income tax benefit actually recognized for the years ended December 31, 2020 and 2019 is set forth below: For the Year Ended December 31, 2020 2019 Net loss $ (709,000 ) $ (1,201,000 ) Non-deductible expenses and other (96,200 ) 287,900 Change in valuation allowance 805,200 913,100 Benefit from income taxes $ - $ - As of December 31, 2020, the Company has a net operating loss carry-forward for U.S. federal income tax purposes of approximately $26.9 million. This carry-forward is available to offset future taxable income, if any, and will expire, if not used, from 2023 through 2040. The utilization of the net operating loss carry-forward is dependent upon the tax laws in effect at the time the net operating loss carry-forward can be utilized and may be limited by changes in ownership control of the Company. The Company’s U.S. federal and Utah income tax returns, constituting the returns of the major taxing jurisdictions, are subject to examination by the taxing authorities for all open years as prescribed by applicable statute. No income tax waivers have been executed that would extend the period subject to examination beyond the period prescribed by statute. The Company is no longer subject to U.S. federal tax examinations for tax years before and including December 31, 2017. The Company is no longer subject to Utah state tax examinations for tax years before and including December 31, 2015. During the years ended December 31, 2020 and 2019, the Company did not incur interest and penalties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events Subsequent to December 31, 2020, a total of $851,849 in Ensign notes were assigned to note holders as part of $3,348,779 of new convertible notes. These new convertible notes pay interest at 8% and are due March 31, 2022. The notes are convertible as follows: $827,149 at $3.20 per share and $2,521,630 at $10.53 per share. During this time, the company paid $864,199 in principal and $30,504 in interest to completely pay off the Ensign note. As part of the proceeds received mentioned above, the Company incurred $229,573 of loan costs in cash and $229,573 in warrants (approximately 22,000 warrants exercisable with a strike price of $10.53). The Directors (13,000 options) and Consultants (4,600 options) earned a combined total of 17,200 options for their service in 1Q20. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization | Organization |
Going Concern | Going Concern – 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. |
Use of Estimates | Use of Estimates |
Concentration of Credit Risk | Concentration of Credit Risk |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Property and Equipment | Property and Equipment |
Intangible Assets | Intangible Assets |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Asset |
Research and Development | Research and Development |
Stock-based Compensation | Stock-based Compensation |
Income Taxes | Income Taxes The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share , the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: December 31, 2020 2019 Warrants to purchase shares 1,305,595 1,255,667 Stock options 663,016 526,135 Convertible notes 2,728,358 1,774,351 |
Related Parties | Related Parties |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Emerging Growth Company |
Leases | Leases Leases |
Convertible Notes Payable | 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) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of , the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: December 31, 2020 2019 Warrants to purchase shares 1,305,595 1,255,667 Stock options 663,016 526,135 Convertible notes 2,728,358 1,774,351 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following at December 31, 2020 and 2019: December 31, Life 2020 2019 Leasehold improvements 3 Years $ 133,553 $ 133,553 Computer equipment 3 years 31,392 31,392 Office equipment 3 to 5 years 22,740 19,152 Tooling 5 years 92,228 92,228 279,913 276,325 Less accumulated depreciation (208,753 ) (140,692 ) Property and equipment, net $ 71,160 $ 135,633 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consists of the following at December 31, 2020 and 2019: December 31, 2020 2019 Accrued interest $ 1,017,537 $ 524,136 Accrued royalties 17,873 17,873 Accrued settlement - 55,000 Accrued payroll and payroll taxes 43,345 39,198 Accrued liabilities $ 1,078,755 $ 636,207 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Weighted Average Assumptions | The fair value was derived utilizing the Black-Scholes Pricing Model with the following weighted average assumptions: 2020 2019 Expected life 5.0 years 5.0 years Exercise price $ 3.20 to $10.53 $ 3.20 Expected volatility 188% to 205 % 98% to 106 % Weighted average volatility 189 % 100 % Expected dividends n/a n/a Risk-free interest rate 0.67 % 1.83 % |
Schedule of Convertible Notes Payable | Convertible notes payable is summarized as follows: December 31, 2020 2019 Convertible notes payable; unsecured; interest at 8%; due March 2022 (includes related party amount of $382,000 and $200,000) $ 7,772,265 $ 4,538,553 Convertible notes payable; unsecured; interest at 8.00%; due November 2020 - 1,206,931 Unamortized discount and loan costs (includes related party amount of $17,033) (293,336 ) (102,241 ) Notes payable, net $ 7,478,929 $ 5,643,243 Less: current portion, net - (1,206,931 ) Convertible notes payable - long term, net $ 7,478,929 $ 4,436,312 |
Common Stock Options (Tables)
Common Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Fair Value of Options Grants Using Black Scholes Method | The fair value was computed using the Black Scholes method using the following weighted-average assumptions: 2020 2019 Weighted average fair value $ 2.42 $ 2.83 Expected life 6.08 years 5.3 years Exercise price $ 2.57 $ 3.64 Expected volatility 182% to 205 % 130% to 141 % Weighted average volatility 190 % 138 % Expected dividends n/a n/a Risk-free interest rate 0.46 % 1.82 % |
Summary of Option Activity | A summary of option activity for the year ended December 31, 2020 is presented below: Weighted Aggregate Weighted Average Intrinsic Shares Average Remaining Value of Under Exercise Contractual Vested Options Price Life Options Outstanding at December 31, 2019 526,135 $ 5.85 8.7 years Issued 136,881 $ 2.57 Adjustment - $ - Forfeited/Expired - $ - Outstanding at December 31, 2020 663,016 $ 5.16 8.1 years $ - Vested at December 31, 2020 599,905 $ 5.44 7.9 years $ - |
Schedule of Share-based Compensation Expense from Amortization of Options, Warrants and Common Stock Issuances | Total stock-based compensation expense from stock grants (Note 8) options and warrants (Note 10) and related amortization have been included in the statements of operations as follows: For the Year Ending December 31, 2020 2019 Research and development expense $ 44,091 $ 97,433 Selling, general and administrative expense 375,572 461,689 Total share-based compensation $ 419,663 $ 559,122 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Fair Value Warrants Computed Using Block Scholes Method Weighted Average Assumptions | The fair value of the above warrants was computed using the Black Scholes method using the following weighted-average assumptions: 2020 2019 Weighted average fair value $ 2.21 $ 2.33 Expected life 3.4 years 2.5 years Exercise price $ 4.00 $ 4.00 Expected volatility 143% to 205 % 136% to 162 % Weighted average volatility 174 % 146 % Expected dividends n/a n/a Risk-free interest rate 0.44 % 1.56 % |
Schedule of Warrant Activity | A summary of warrant activity for the years ended December 31, 2020 and 2019 is presented below: Weighted Aggregate Weighted Average Intrinsic Shares Average Remaining Value of Under Exercise Contractual Vested Warrants Price Life Warrants Outstanding at December 31, 2019 1,255,667 $ 5.17 2.5 years $ - Issued 75,912 $ 3.52 Exercised (1,359 ) $ 3.60 Adjustment 5 Expired/Forfeited (24,630 ) $ 4.03 Outstanding at December 31, 2020 1,305,595 $ 5.02 1.7 years $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Net Deferred Tax Assets (Liabilities) | The significant components of net deferred tax assets (liabilities) were as follows at December 31, 2020 and 2019: December 31, 2020 2019 Net operating losses $ 6,994,900 $ 6,190,000 Research and development credit carryforward 209,900 209,900 Depreciation and amortization (7,800 ) (8,100 ) Valuation allowance (7,197,000 ) (6,391,800 ) Net Deferred Tax Asset $ - $ - |
Schedule of Effective Reconciliation of Income Tax Expense Benefit | . A reconciliation of the expected income tax benefit at the U.S. Federal income tax rate to the income tax benefit actually recognized for the years ended December 31, 2020 and 2019 is set forth below: For the Year Ended December 31, 2020 2019 Net loss $ (709,000 ) $ (1,201,000 ) Non-deductible expenses and other (96,200 ) 287,900 Change in valuation allowance 805,200 913,100 Benefit from income taxes $ - $ - |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash equivalents | ||
Intangible assets useful life | 18 years | |
Impairment or Disposal of Long-Lived Assets | ||
Income tax likelihood percentage | The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. | |
Minimum [Member] | ||
Estimated useful lives of property and equipment | 3 years | |
Maximum [Member] | ||
Estimated useful lives of property and equipment | 5 years |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants to Purchase Shares [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 1,305,595 | 1,255,667 |
Stock Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 663,016 | 526,135 |
Convertible Notes [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 2,728,358 | 1,774,351 |
Research and Development Agre_2
Research and Development Agreement (Details Narrative) - License Agreement [Member] - USD ($) | Jul. 29, 2019 | Apr. 30, 2022 | Oct. 31, 2021 | Apr. 30, 2021 | Dec. 31, 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 | $ 140,000 | |||||
Forecast [Member] | ||||||
Cash payments for research and development | $ 25,000 | $ 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 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 68,061 | $ 44,619 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property and equipment, gross | $ 279,913 | $ 276,325 |
Less accumulated depreciation | (208,753) | (140,692) |
Property and equipment, net | $ 71,160 | 135,633 |
Minimum [Member] | ||
Property and equipment useful life | 3 years | |
Maximum [Member] | ||
Property and equipment useful life | 5 years | |
Leasehold Improvements [Member] | ||
Property and equipment useful life | 3 years | |
Property and equipment, gross | $ 133,553 | 133,553 |
Computer Equipment [Member] | ||
Property and equipment useful life | 3 years | |
Property and equipment, gross | $ 31,392 | 31,392 |
Office Equipment [Member] | ||
Property and equipment, gross | $ 22,740 | 19,152 |
Office Equipment [Member] | Minimum [Member] | ||
Property and equipment useful life | 3 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property and equipment useful life | 5 years | |
Tooling [Member] | ||
Property and equipment useful life | 5 years | |
Property and equipment, gross | $ 92,228 | $ 92,228 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Payments to acquire patents | $ 175,300 | ||
Patents, remaining amortization period | 220 months | ||
Amortization of patents per month | $ 797 | ||
Amortization of patents per year | 9,562 | ||
Amortization expense | 9,562 | $ 9,562 | |
Accumulated amortization | $ 47,809 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 1,017,537 | $ 524,136 |
Accrued royalties | 17,873 | 17,873 |
Accrued settlement | 55,000 | |
Accrued payroll and payroll taxes | 43,345 | 39,198 |
Accrued liabilities | $ 1,078,755 | $ 636,207 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Jan. 02, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Apr. 30, 2020USD ($) | May 03, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Nov. 30, 2020$ / shares | Apr. 30, 2019USD ($)$ / shares |
Accrued interest | $ 1,017,537 | $ 1,017,537 | $ 524,136 | ||||||
Proceeds from convertible nots | 2,187,500 | 1,372,250 | |||||||
Interest expenses | $ 783,956 | 407,358 | |||||||
Subsequent Event [Member] | |||||||||
Proceeds from loan | $ 229,573 | ||||||||
Short-Term Loans Payable [Member] | |||||||||
Short term loans payable | $ 105,000 | ||||||||
Debt interest rate | 3.50% | 3.50% | |||||||
Debt description | These loans are due on demand and accrue compounded interest at 3.5% per month (42% per annum). | ||||||||
Accrued interest | $ 62,516 | $ 62,516 | |||||||
SBA Loan [Member] | Loan Agreement and Promissory Note [Member] | Paycheck Protection Program [Member] | |||||||||
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 received notice in November 2020 the loan had been forgiven and recorded the forgiveness as gain from debt extinguishment. | ||||||||
Proceeds from loan | $ 126,000 | ||||||||
Maturity date description | The SBA Loan was scheduled to mature in April 2022 | ||||||||
SBA Loan [Member] | Loan Agreement and Promissory Note [Member] | Paycheck Protection Program [Member] | |||||||||
Debt interest rate | 1.00% | ||||||||
Two Convertible Promissory Notes [Member] | |||||||||
Maturity date description | The principal amount under the Kolob and Ensign notes were due in November 2020. In November 2020, as part of the settlement of the Kolob and Ensign notes (see below), the maturity date was extended to March 2022, the conversion price was lowered to $3.20 per share and they were securitized. The newly added security position from November 2020 on the Kolob Note and on the Ensign Note was removed in March 2021. | ||||||||
Aggregate principal amount | $ 1,206,931 | ||||||||
Conversion price per share | $ / shares | $ 6 | ||||||||
Accrued interest rate | 8.00% | ||||||||
Kolob Note [Member] | |||||||||
Debt interest rate | 8.00% | 8.00% | |||||||
Aggregate principal amount | $ 342,732 | ||||||||
Proceeds from convertible nots | $ 525,000 | ||||||||
Convertible notes | $ 100,000 | $ 100,000 | |||||||
Debt instrument maturity date | Mar. 31, 2022 | ||||||||
Ensign Note [Member] | |||||||||
Aggregate principal amount | $ 864,199 | ||||||||
Proceeds from convertible nots | $ 50,000 | ||||||||
Debt instrument maturity date | Mar. 31, 2022 | ||||||||
Ensign Note [Member] | Subsequent Event [Member] | |||||||||
Proceeds from convertible nots | $ 12,350 | ||||||||
Kolob and Ensign Notes [Member] | |||||||||
Conversion price per share | $ / shares | $ 3.20 | ||||||||
Kolob Note One [Member] | |||||||||
Conversion price per share | $ / shares | $ 3.20 | $ 3.20 | |||||||
Convertible notes | $ 342,732 | $ 342,732 | |||||||
Kolob Note Two [Member] | |||||||||
Conversion price per share | $ / shares | $ 10.53 | $ 10.53 | |||||||
Convertible notes | $ 182,268 | $ 182,268 | |||||||
Ensign Note One [Member] | |||||||||
Conversion price per share | $ / shares | $ 3.20 | $ 3.20 | |||||||
Convertible notes | $ 12,350 | $ 12,350 | |||||||
Ensign Note Two [Member] | |||||||||
Conversion price per share | $ / shares | $ 10.53 | $ 10.53 | |||||||
Convertible notes | $ 37,650 | $ 37,650 | |||||||
Convertible Note Payable [Member] | |||||||||
Debt interest rate | 8.00% | 8.00% | 8.00% | ||||||
Maturity date description | 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. | The notes are due March 2022 | |||||||
Conversion price per share | $ / shares | $ 3.20 | $ 3.20 | $ 3.20 | $ 5.20 | |||||
Proceeds from convertible nots | $ 1,422,250 | ||||||||
Convertible notes | $ 250,000 | ||||||||
Debt instrument maturity date | Mar. 31, 2022 | ||||||||
Number of shares issued for convertible | $ 1,794,500 | 1,555,803 | |||||||
Conversion price percentage | 0.90 | ||||||||
Loan costs | $ 201,427 | $ 201,427 | $ 69,125 | ||||||
Number of warrant issued shares of common stock | shares | 58,162 | 58,162 | 21,608 | ||||||
Exercise price of warrants | $ / shares | $ 2.66 | $ 2.66 | $ 2.39 | ||||||
Warrants term | 10 years | 10 years | |||||||
Value of warrants issued | $ 154,576 | $ 154,576 | $ 51,710 | ||||||
Interest expenses | 164,934 | 18,594 | |||||||
Unamortized debt discount | $ 293,336 | $ 293,336 | |||||||
Convertible Note Payable [Member] | Leasehold Improvements [Member] | |||||||||
Proceeds from convertible nots | 133,553 | ||||||||
Convertible Note Payable [Member] | Minimum [Member] | |||||||||
Exercise price of warrants | $ / shares | $ 3.20 | $ 3.20 | |||||||
Convertible Note Payable [Member] | Maximum [Member] | |||||||||
Exercise price of warrants | $ / shares | $ 10.53 | $ 10.53 | |||||||
Convertible Note Payable [Member] | Current Board Member [Member] | |||||||||
Number of shares issued for convertible | $ 82,000 | $ 50,000 | |||||||
Convertible Note Payable [Member] | Subsequent Event [Member] | |||||||||
Debt instrument maturity date | Mar. 31, 2022 |
Notes Payable - Schedule of Wei
Notes Payable - Schedule of Weighted Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Expected Life [Member] | ||
Debt measurement, years | 5 years | 5 years |
Exercise Price [Member] | ||
Debt measurement input | 3.20 | |
Exercise Price [Member] | Minimum [Member] | ||
Debt measurement input | 3.20 | |
Exercise Price [Member] | Maximum [Member] | ||
Debt measurement input | 10.53 | |
Expected Volatility [Member] | Minimum [Member] | ||
Debt measurement input | 188 | 98 |
Expected Volatility [Member] | Maximum [Member] | ||
Debt measurement input | 205 | 106 |
Weighted Average Volatility [Member] | ||
Debt measurement input | 189 | 100 |
Expected Dividends [Member] | ||
Debt measurement input | 0 | 0 |
Risk Free Interest Rate [Member] | ||
Debt measurement input | 0.67 | 1.83 |
Notes Payable - Schedule of Con
Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Notes payable, net | $ 7,478,929 | $ 5,643,243 |
Unamortized discount and loan costs | (293,336) | (102,241) |
Less: current portion, net | (1,206,931) | |
Notes payable - long term, net | 7,478,929 | 4,436,312 |
Convertible Notes Payable One [Member] | ||
Notes payable, net | 7,772,265 | 4,538,553 |
Convertible Notes Payable Two [Member] | ||
Notes payable, net | $ 1,206,931 |
Notes Payable - Schedule of C_2
Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 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 | $ 382,000 | $ 200,000 |
Convertible Notes Payable Two [Member] | ||
Debt interest percentage | 8.00% | 8.00% |
Debt maturity date, description | Due November 2020 | Due November 2020 |
Convertible Note Payable [Member] | ||
Debt interest percentage | 8.00% | 8.00% |
Unamortized discounty and loan cost related party | $ 17,033 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares issued | ||
Preferred Stock, shares outstanding |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Proceeds from warrants exercised | $ 4,893 | ||
Former Board [Member] | |||
Number of common stock shares returned | 71,345 | ||
Common Stock [Member] | |||
Number of shares issued for services | 15,000 | ||
Common Stock [Member] | Consulting Services [Member] | |||
Number of shares issued for services | 15,000 | ||
Stock issuance cost | $ 37,050 | ||
Shares issued price per share | $ 2.47 | ||
Warrants [Member] | |||
Warrants issued | 1,359 | ||
Proceeds from warrants exercised | $ 4,893 | ||
Exercise price of warrants | $ 3.60 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 31, 2020 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Exercise price | $ 2.57 | $ 3.64 | ||
Fair value of options | $ 2.42 | $ 2.93 | ||
Stock-based compensation | $ 343,331 | $ 549,747 | ||
Unrecognized compensation expense | $ 152,010 | |||
Board Members [Member] | ||||
Number of shares issuance of options, shares | 57,994 | 83,000 | ||
Share exercise price | $ 2.47 | $ 3.20 | ||
Exercise price | 3.20 | 5.20 | ||
Fair value of options | $ 2.40 | $ 2.77 | ||
Number of shares issuance of options | $ 139,460 | $ 230,047 | ||
Employees [Member] | ||||
Number of shares issuance of options, shares | 78,887 | 135,000 | ||
Exercise price | $ 2.47 | $ 3.20 | ||
Fair value of options | $ 2.43 | $ 2.87 | ||
Number of shares issuance of options | $ 191,641 | $ 387,730 | ||
Forfeited stock options | 2,500 |
Common Stock Options - Schedule
Common Stock Options - Schedule of Fair Value of Options Grants Using Black Scholes Method (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted average fair value | $ 2.42 | $ 2.83 |
Expected life | 6 years 29 days | 5 years 3 months 19 days |
Exercise price | $ 2.57 | $ 3.64 |
Weighted average volatility | 190.00% | 138.00% |
Expected dividends | 0.00% | 0.00% |
Risk-free interest rate | 0.46% | 1.82% |
Minimum [Member] | ||
Expected volatility | 182.00% | 130.00% |
Maximum [Member] | ||
Expected volatility | 205.00% | 141.00% |
Common Stock Options - Summary
Common Stock Options - Summary of Option Activity (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Shares Under Option, Outstanding Beginning Balance | shares | 526,135 |
Shares Under Option, Issued | shares | 136,881 |
Shares Under Option, Adjustment | shares | |
Shares Under Option, Forfeited/Expired | shares | |
Shares Under Option, Outstanding Ending Balance | shares | 663,016 |
Shares Under Option, Vested Ending Balance | shares | 599,905 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 5.85 |
Weighted Average Exercise Price, Issued | $ / shares | 2.57 |
Weighted Average Exercise Price, Adjustment | $ / shares | |
Weighted Average Exercise Price, Forfeited/Expired | $ / shares | |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | 5.16 |
Weighted Average Exercise Price, Vested Ending Balance | $ / shares | $ 5.44 |
Weighted Average Remaining Contractual Life, Outstanding Beginning | 8 years 8 months 12 days |
Weighted Average Remaining Contractual Life, Outstanding Ending | 8 years 1 month 6 days |
Weighted Average Remaining Contractual Life, Vested Ending Balance | 7 years 10 months 25 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 ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total share-based compensation | $ 419,663 | $ 559,122 |
Research and Development Expense [Member] | ||
Total share-based compensation | 44,091 | 97,433 |
Selling, General and Administrative Expense [Member] | ||
Total share-based compensation | $ 375,572 | $ 461,689 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) - Warrants [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | |
Warrants issued | 58,162 | 21,068 | |
Exercise price of warrants | $ 3.60 | ||
Former Consultant [Member] | |||
Warrants issued | 11,250 | 9,375 | 1,875 |
Exercise price of warrants | $ 4 | ||
Warrants expiration date, description | Expire October 2024. | ||
Fair value of warrants | $ 23,671 | $ 21,803 | |
Former Consultant [Member] | Share Price [Member] | |||
Exercise price of warrants | $ 2.10 | $ 2.33 | |
Consultant [Member] | |||
Warrants issued | 6,500 | ||
Exercise price of warrants | $ 4 | ||
Fair value of warrants | $ 15,612 | ||
Expected life | 10 years | ||
Consultant [Member] | Share Price [Member] | |||
Exercise price of warrants | $ 2.40 |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Fair Value Warrants Computed Using Block Scholes Method Weighted Average Assumptions (Details) | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares |
Weighted Average Fair Value [Member] | ||
Fair value of warrant measurement, price | $ 2.21 | $ 2.33 |
Expected Life [Member] | ||
Fair value of warrant measurement, term | 3 years 4 months 24 days | 2 years 6 months |
Exercise Price [Member] | ||
Fair value of warrant measurement, price | $ 4 | $ 4 |
Expected Volatility [Member] | Minimum [Member] | ||
Fair value of warrant measurement, input | 143 | 136 |
Expected Volatility [Member] | Maximum [Member] | ||
Fair value of warrant measurement, input | 205 | 162 |
Weighted Average Volatility [Member] | ||
Fair value of warrant measurement, input | 174 | 146 |
Expected Dividends [Member] | ||
Fair value of warrant measurement, input | 0 | |
Risk Free Interest Rate [Member] | ||
Fair value of warrant measurement, input | 0.44 | 1.56 |
Common Stock Warrants - Sched_2
Common Stock Warrants - Schedule of Warrant Activity (Details) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Shares Under Warrants Outstanding, Beginning Balance | 1,255,667 |
Shares Under Warrants, Issued | 75,912 |
Shares Under Warrants, Exercised | (1,359) |
Shares Under Warrants, Adjustment | 5 |
Shares Under Warrants, Expired/Forfeited | (24,630) |
Shares Under Warrants Outstanding, Ending Balance | 1,305,595 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 5.17 |
Weighted Average Exercise Price, Issued | $ / shares | 3.52 |
Weighted Average Exercise Price, Exercised | $ / shares | 3.60 |
Weighted Average Exercise Price, Expired/Forfeited | $ / shares | 4.03 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | $ 5.02 |
Weighted Average Remaining Contractual Life, Outstanding Beginning Balance | 2 years 6 months |
Weighted Average Remaining Contractual Life, Outstanding Ending Balance | 1 year 8 months 12 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 | May 31, 2019 | Apr. 30, 2014 | Dec. 31, 2020 | Dec. 31, 2019 |
Lease expense | $ 43,541 | $ 14,400 | |||
Remaining minimum lease expense for 2021 | 43,200 | ||||
Remaining minimum lease expense for 2022 | $ 14,400 | ||||
Stock issued grants shares | 72,763 | ||||
Payment for fine | $ 55,000 | ||||
Robert W. Raybould [Member] | |||||
Stock issued grants shares | 27,000 | ||||
Steve Eror [Member] | |||||
Stock issued grants shares | 2,044 | ||||
Tim Treu [Member] | |||||
Stock issued grants shares | 7,969 | ||||
Clark Campbell [Member] | |||||
Stock issued grants shares | 24,188 | ||||
Todd Morgan [Member] | |||||
Stock issued grants shares | 12,188 | ||||
Convertible Note Payable [Member] | |||||
Settlement in leasehold improvements | $ 133,553 | ||||
New Lease Agreement [Member] | |||||
Lease amount | $ 3,600 | ||||
Lease expires, description | Expires in April 2022 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
U.S. corporate statutory tax | 21.00% |
Income tax rate description | The Tax Cuts and Jobs Act was enacted on December 22, 2017 which reduced the U.S. corporate statutory tax rate from 35% to 21%. The Company changed its effective federal rate to 21% as the expected rate for our deferred tax items. Our effective state rate is unchanged at 5%. |
Unchanged effective tax rate | 5.00% |
Net operating loss carry-forward | $ 26,900,000 |
Operating loss carryforward expiration | From 2023 through 2040. |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Net Deferred Tax Assets (Liabilities) (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 6,994,900 | $ 6,190,000 |
Research and development credit carryforward | 209,900 | 209,900 |
Depreciation and amortization | (7,800) | (8,100) |
Valuation allowance | (7,197,000) | (6,391,800) |
Net Deferred Tax Asset |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Reconciliation of Income Tax Expense Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Net loss | $ (709,000) | $ (1,201,000) |
Non-deductible expenses and other | (96,200) | 287,900 |
Change in valuation allowance | 805,200 | 913,100 |
Benefit from income taxes |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | May 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2015 | |
Convertible notes payable | $ 7,478,929 | $ 7,478,929 | $ 5,643,243 | |||
Shares issued for services | $ 37,050 | |||||
Warrants [Member] | ||||||
Exercise price of warrants | $ 3.60 | $ 3.60 | ||||
Warrants [Member] | Consultant [Member] | ||||||
Proceeds from warrant exercises | $ 15,612 | |||||
Exercise price of warrants | $ 4 | $ 4 | ||||
Convertible Note Payable [Member] | ||||||
Debt instrument interest percentage | 8.00% | 8.00% | 8.00% | |||
Debt instrument, maturity date | Mar. 31, 2022 | |||||
Debt conversion price per share | $ 3.20 | $ 3.20 | $ 3.20 | $ 5.20 | ||
Warrants exercisable | 58,162 | 58,162 | 21,608 | |||
Exercise price of warrants | $ 2.66 | $ 2.66 | $ 2.39 | |||
Ensign Note [Member] | ||||||
Debt instrument face amount | $ 864,199 | |||||
Debt instrument, maturity date | Mar. 31, 2022 | |||||
Subsequent Event [Member] | ||||||
Loan costs | $ 229,573 | |||||
Shares issued for services | 17,200 | |||||
Subsequent Event [Member] | Directors [Member] | ||||||
Shares issued for services | 13,000 | |||||
Subsequent Event [Member] | Consultant [Member] | ||||||
Shares issued for services | 4,600 | |||||
Subsequent Event [Member] | Warrants [Member] | ||||||
Proceeds from warrant exercises | $ 229,573 | |||||
Warrants exercisable | 22,000 | |||||
Exercise price of warrants | $ 10.53 | |||||
Subsequent Event [Member] | Ensign Notes [Member] | ||||||
Debt instrument face amount | $ 851,849 | |||||
Subsequent Event [Member] | New Convertible Notes [Member] | ||||||
Convertible notes payable | $ 3,348,779 | |||||
Debt instrument interest percentage | 8.00% | |||||
Subsequent Event [Member] | Convertible Note Payable [Member] | ||||||
Debt instrument, maturity date | Mar. 31, 2022 | |||||
Subsequent Event [Member] | Convertible Note One [Member] | ||||||
Convertible notes payable | $ 827,149 | |||||
Debt conversion price per share | $ 3.20 | |||||
Subsequent Event [Member] | Convertible Note Two [Member] | ||||||
Convertible notes payable | $ 2,521,630 | |||||
Debt conversion price per share | $ 10.53 | |||||
Subsequent Event [Member] | Ensign Note [Member] | ||||||
Payment of convertible debt | $ 864,199 | |||||
Interest paid | $ 30,504 |