Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | PROLUNG INC | |
Entity Central Index Key | 0001541884 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,094,916 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 2,062,804 | $ 185,126 |
Prepaid expenses | 5,427 | 5,427 |
Total Current Assets | 2,068,231 | 190,553 |
Property and equipment, net | 58,194 | 71,160 |
Intangible assets, net | 125,100 | 127,491 |
Total Assets | 2,251,525 | 389,204 |
Current Liabilities | ||
Accounts payable | 243,581 | 206,658 |
Accrued liabilities | 1,230,771 | 1,078,755 |
Short term loans payable | 105,000 | |
Payable for research and development - current | 340,000 | 340,000 |
Convertible notes payable, related party, net - current | 368,337 | |
Convertible notes payable - current, net | 9,477,841 | |
Total Current Liabilities | 11,660,530 | 1,730,413 |
Long-Term Liabilities | ||
Payable for research and development - long term | 25,000 | 25,000 |
Convertible notes payable, related party, net - long-term | 364,967 | |
Convertible notes payable, net, long-term | 7,113,962 | |
Total Long-Term Liabilities | 25,000 | 7,503,929 |
Total Liabilities | 11,685,530 | 9,234,342 |
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; 4,094,916 and 4,084,916 shares issued and outstanding | 4,095 | 4,085 |
Additional paid-in capital | 27,799,179 | 27,662,507 |
Accumulated deficit | (37,237,279) | (36,511,730) |
Total Stockholders' Deficit | (9,434,005) | (8,845,138) |
Total Liabilities and Stockholders' Deficit | $ 2,251,525 | $ 389,204 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 4,094,916 | 4,084,916 |
Common stock, shares outstanding | 4,094,916 | 4,084,916 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Revenue | ||
Total revenue | ||
Cost of revenue: | ||
Gross margin | ||
Operating expenses: | ||
Research and development expense | 179,309 | 191,650 |
Selling, general and administrative expense | 290,077 | 379,140 |
Total operating expenses | 469,386 | 570,790 |
Loss from operations | (469,386) | (570,790) |
Other income (expense): | ||
Interest expense | (256,163) | (142,086) |
Total other expense | (256,163) | (142,086) |
Net loss | $ (725,549) | $ (712,876) |
Basic and diluted loss per share | $ (0.18) | $ (0.18) |
Weighted-average common shares outstanding, basic and diluted | 4,081,241 | 4,068,557 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (725,549) | $ (712,876) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and amortization | 15,357 | 21,759 |
Stock-based compensation | 50,803 | 162,320 |
Amortization of loan discount | 73,654 | 19,119 |
Change in assets and liabilities: | ||
Accounts payable | (67,620) | (105,508) |
Accrued liabilities | 152,016 | 27,336 |
Net cash flows used in operating activities | (501,339) | (587,850) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (3,588) | |
Net cash flows used in investing activities | (3,588) | |
Cash flows from financing activities: | ||
Payment for placement of convertible notes payable | (123,684) | (35,100) |
Payment on convertible notes payable | (864,199) | |
Proceeds from exercise of warrants | 36,000 | |
Proceeds from convertible notes payable - related party | 50,000 | |
Proceeds from convertible notes payable | 3,330,900 | 690,500 |
Net cash flows provided by financing activities | 2,379,017 | 705,400 |
Net increase in cash | 1,877,678 | 113,962 |
Cash at beginning of period | 185,126 | 207,421 |
Cash at end of period | 2,062,804 | 321,383 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 30,504 | 72,509 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Transfer of short term loans payable to convertible note payabe | 105,000 | |
Discount recorded on convertible debt issuance | $ 278,106 | $ 145,539 |
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, 2019 | $ 4,069 | $ 27,083,391 | $ (33,784,114) | $ (6,696,654) |
Balance beginning, shares at Dec. 31, 2019 | 4,068,557 | |||
Warrants issued to convertible debt placement agent | 71,489 | 71,489 | ||
Stock-based compensation | 162,320 | 162,320 | ||
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, 2020 | $ 4,085 | 27,662,507 | (36,511,730) | (8,845,138) |
Balance beginning, shares at Dec. 31, 2020 | 4,084,916 | |||
Exercise of warrants for common stock | $ 10 | 35,990 | 36,000 | |
Exercise of warrants for common stock, shares | 10,000 | |||
Warrants issued to convertible debt placement agent | 49,879 | 49,879 | ||
Stock-based compensation | 50,803 | 50,803 | ||
Net loss | (725,549) | (725,549) | ||
Balance ending at Mar. 31, 2021 | $ 4,095 | $ 27,799,179 | $ (37,237,279) | $ (9,434,005) |
Balance ending, shares at Mar. 31, 2021 | 4,094,916 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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 (dba) “IONIQ Sciences” and “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. Basis of Presentation The accompanying condensed financial statements 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, 2020. The results of operations for the three months ended March 31, 2021 may not be indicative of the results to be expected for the year ending December 31, 2021. 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. As of March 31, 2021, and 2020, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: For the Three Months Ended March 31, 2021 2020 Warrants to purchase shares 1,314,165 1,284,442 Stock options 679,616 544,135 Convertible notes 3,000,889 2,028,103 4,994,670 3,856,680 Convertible Debt The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued. The BCF for the convertible instruments is recognized equal to the intrinsic value of the conversion features which is credited to additional paid-in capital. Adoption of New Accounting Policies 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. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 2 – Accrued Liabilities Accrued liabilities consisted of the following at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Accrued interest $ 1,169,553 $ 1,017,537 Accrued royalties 17,873 17,873 Accrued payroll and payroll taxes 43,345 43,345 Accrued liabilities $ 1,230,771 $ 1,078,755 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 3 –Notes Payable Convertible Notes Payable The $105,000 short-term debt terms from October 2019 were amended in May 2021 to accrue 8% simple interest per annum, convertible at $3.20 per share. The note is convertible at any time with 75-day notice required if paid in cash. 2015 Convertible Notes (Ensign Note) In 2015, the Company issued a convertible promissory note in the amount of $864,199. The note was convertible at any time prior to maturity at the option of the holders at a conversion rate of $6.00 per share. The note was unsecured and accrues interest at the rate of 8% per annum, with interest payable on the last day of each calendar quarter. The principal amount was due in November 2020. In November 2020, as part of the settlement of the Ensign Note, the maturity date was extended to March 2022, the conversion price was lowered to $3.20 per share and the note was securitized. During the three months ended March 31, 2021, the company paid $864,199 in principal and $30,504 in interest to completely pay off the Ensign note. 2021 Other Convertible Note Issuances During the three months ended March 31, 2021, the Company issued $3,330,900 of new convertible notes. These new convertible notes pay interest at 8% and are due March 31, 2022. The notes are convertible as follows: $822,795 (for settlement of Ensign Note) at $3.20 per share and $2,508,105 at $10.53 per share. 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 $228,227 of cash loan costs related to the issuance of the convertible notes during the three months ended March 31, 2021. Also, during the three months ended March 31, 2021, in conjunction with the issuance of these convertible notes, the Company issued 21,695 warrants to a broker. These warrants are exercisable at $10.53 per share and expire in ten years. The initial fair value of these warrants on the date of grant was $49,879 ($2.30 per warrant). The fair value was derived utilizing the Black-Scholes Pricing Model with the following weighted average assumptions: Expected life 5 years Exercise price $ 10.53 Expected volatility 187% - 191% Weighted average volatility 188 % Expected dividends n/a Risk-free interest rate 0.45% - 0.92% The total loan costs incurred of $278,106 were included with other loan costs incurred and will be amortized as a component of interest expense over the term of the convertible notes. During the three months ended March 31, 2021 and 2020, the Company recognized interest expense of $73,654 and $19,119 related to the amortization of the loan costs. As of March 31, 2021, the unamortized debt discount from the cash commission and warrants issued is $497,784. Notes payable are summarized as follows: March 31, December 31, 2021 2020 $3.20 Convertible notes payable; unsecured; interest at 8%; due March 2022 (includes related party amount of $382,000) $ 7,616,090 $ 7,552,498 $10.53 Convertible notes payable; unsecured; interest at 8%; due March 2022 2,727,872 219,767 Unamortized discount and loan costs (includes related party amounts of $13,663 and $17,033, respectively) (497,784 ) (293,336 ) Notes payable, net $ 9,846,178 $ 7,478,929 Less: current portion, net (9,846,178 ) - Convertible notes payable - long term, net $ - $ 7,478,929 |
Common Stock Options
Common Stock Options | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Options | Note 4 – 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. As part of an agreement for their service during the three months ended March 31, 2021 current Board members and advisors accepted the issuance of 16,600 options to Board members at an exercise price of $2.47 per option. These options vested upon issuance. The fair value of these options was $2.38 per option or $39,575 and was expensed upon grant. The fair value was computed using the Black Scholes method using the following weighted-average assumptions: 2021 Expected life 5.0 years Exercise price $ 2.47 Expected volatility 188 % Weighted average volatility 188 % Expected dividends n/a Risk-free interest rate 0.92 % A summary of option activity for the three months ended March 31, 2021 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, 2020 663,016 $ 5.16 8.1 years Issued 16,600 $ 2.47 Exercised - $ - Forfeited/Expired - $ - Outstanding at March 31, 2021 679,616 $ 5.09 7.9 years $ - Vested at March 31, 2021 624,203 $ 5.33 7.8 years $ - The Company recorded an expense of $50,803 and $162,320 for the three months ended March 31, 2021 and 2020 related to the amortization of options issued under the plan. The remaining unrecognized expense of $140,795 will be recognized through June 2024. Total stock-based compensation expense from options and warrants (Note 6) and related amortization have been included in the statements of operations as follows: For the Three Months Ended March 31, 2021 2020 Research and development expense $ 3,113 $ 12,496 Selling, general and administrative expense 47,690 149,824 Total share-based compensation $ 50,803 $ 162,320 |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Warrants | Note 5 – Common Stock Warrants The Company has issued warrants to purchase its common stock for equity, debt and compensation reasons. See Note 3 for 21,695 warrants issued as part of loan issuance costs during the three months ended March 31, 2021. Also, during the three months ended March 31, 2021 10,000 warrants were exercised for cash proceeds of $36,000. A summary of warrant activity for the three months ended March 31, 2021 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, 2020 1,305,595 $ 5.02 1.7 years Issued 21,695 $ 10.53 5.0 years Exercised (10,000 ) $ 3.60 Expired/Forfeited (3,125 ) $ 3.60 Outstanding at March 31, 2021 1,314,165 $ 5.13 1.6 years $ - Vested at March 31, 2021 1,314,165 $ 5.13 1.6 years $ - |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 – 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 2019 and incurred $10,800 for both the three months ended March 31, 2021 and 2020. 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 March 31, 2021, 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. Through March 31, 2021, $21,000 in cash payments had been made 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 – Subsequent Events Subsequent to March 31, 2020, the Company has raised approximately $105,529 in convertible notes. These notes are convertible at prices ranging from $3.20 to $10.53 per share bear interest at 8% and mature in March 2022. As part of the proceeds the Company incurred $8,876 in loan fees and issued 843 warrants to a broker as part of loan issuance costs. Subsequent to March 31, 2020, the IONIQ Board of Directors voted to convert 120,000 or approximately 59% of the 204,271 warrants previously earned by the Company’s broker dealers for fundraising activities during 2015-2017 to have a cashless exercise feature. Neither the expiration nor warrant price were amended. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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 (dba) “IONIQ Sciences” and “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. |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements 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, 2020. The results of operations for the three months ended March 31, 2021 may not be indicative of the results to be expected for the year ending December 31, 2021. |
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. As of March 31, 2021, and 2020, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: For the Three Months Ended March 31, 2021 2020 Warrants to purchase shares 1,314,165 1,284,442 Stock options 679,616 544,135 Convertible notes 3,000,889 2,028,103 4,994,670 3,856,680 |
Convertible Debt | Convertible Debt The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued. The BCF for the convertible instruments is recognized equal to the intrinsic value of the conversion features which is credited to additional paid-in capital. |
Adoption of New Accounting Policies | Adoption of New Accounting Policies 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) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of March 31, 2021, and 2020, the following items were excluded from the computation of diluted net loss per common share as their effect is anti-dilutive: For the Three Months Ended March 31, 2021 2020 Warrants to purchase shares 1,314,165 1,284,442 Stock options 679,616 544,135 Convertible notes 3,000,889 2,028,103 4,994,670 3,856,680 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Accrued interest $ 1,169,553 $ 1,017,537 Accrued royalties 17,873 17,873 Accrued payroll and payroll taxes 43,345 43,345 Accrued liabilities $ 1,230,771 $ 1,078,755 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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: Expected life 5 years Exercise price $ 10.53 Expected volatility 187% - 191% Weighted average volatility 188 % Expected dividends n/a Risk-free interest rate 0.45% - 0.92% |
Schedule of Convertible Notes Payable | Notes payable are summarized as follows: March 31, December 31, 2021 2020 $3.20 Convertible notes payable; unsecured; interest at 8%; due March 2022 (includes related party amount of $347,282) $ 7,616,090 $ 7,552,498 $10.53 Convertible notes payable; unsecured; interest at 8%; due March 2022 (includes related party amount of $34,718) 2,727,872 219,767 Unamortized discount and loan costs (includes related party amounts of $13,663 and $17,033, respectively) (497,784 ) (293,336 ) Notes payable, net $ 9,846,178 $ 7,478,929 Less: current portion, net (9,846,178 ) - Convertible notes payable - long term, net $ - $ 7,478,929 |
Common Stock Options (Tables)
Common Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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: 2021 Expected life 5.0 years Exercise price $ 2.47 Expected volatility 188 % Weighted average volatility 188 % Expected dividends n/a Risk-free interest rate 0.92 % |
Summary of Option Activity | A summary of option activity for the three months ended March 31, 2021 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, 2020 663,016 $ 5.16 8.1 years Issued 16,600 $ 2.47 Exercised - $ - Forfeited/Expired - $ - Outstanding at March 31, 2021 679,616 $ 5.09 7.9 years $ - Vested at March 31, 2021 624,203 $ 5.33 7.8 years $ - |
Schedule of Share-based Compensation Expense from Amortization of Options, Warrants and Common Stock Issuances | Total stock-based compensation expense from options and warrants (Note 6) and related amortization have been included in the statements of operations as follows: For the Three Months Ended March 31, 2021 2020 Research and development expense $ 3,113 $ 12,496 Selling, general and administrative expense 47,690 149,824 Total share-based compensation $ 50,803 $ 162,320 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Warrant Activity | A summary of warrant activity for the three months ended March 31, 2021 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, 2020 1,305,595 $ 5.02 1.7 years Issued 21,695 $ 10.53 5.0 years Exercised (10,000 ) $ 3.60 Expired/Forfeited (3,125 ) $ 3.60 Outstanding at March 31, 2021 1,314,165 $ 5.13 1.6 years $ - Vested at March 31, 2021 1,314,165 $ 5.13 1.6 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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive securities excluded from computation of earnings per share | 4,994,670 | 3,856,680 |
Warrants to Purchase Shares [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 1,314,165 | 1,284,442 |
Stock Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 679,616 | 544,135 |
Convertible Notes [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 3,000,889 | 2,028,103 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 1,169,553 | $ 1,017,537 |
Accrued royalties | 17,873 | 17,873 |
Accrued payroll and payroll taxes | 43,345 | 43,345 |
Accrued liabilities | $ 1,230,771 | $ 1,078,755 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Nov. 30, 2020 | Oct. 31, 2019 | Dec. 31, 2015 | |
Short-term debt | $ 105,000 | |||||
Payment on convertible notes payable | 864,199 | |||||
Accrued interest | 1,169,553 | $ 1,017,537 | ||||
Loan costs | $ 228,227 | |||||
Warrants issued | 21,695 | |||||
Other loan cost | $ 278,106 | |||||
Interest expense | 256,163 | 142,086 | ||||
Unamortized debt discount | $ 497,784 | |||||
Broker [Member] | ||||||
Conversion price per share | $ 10.53 | |||||
Warrants issued | 21,695 | |||||
Value of warrants issued | $ 49,879 | |||||
Exercise price of warrants | $ 2.30 | |||||
Convertible Promissory Notes [Member] | ||||||
Short-term debt | $ 105,000 | |||||
Accrued interest rate | 8.00% | 8.00% | ||||
Conversion price per share | $ 3.20 | $ 3.20 | $ 6 | |||
Aggregate principal amount | $ 864,199 | |||||
Debt instrument maturity date | Mar. 31, 2022 | |||||
Payment on convertible notes payable | $ 864,199 | |||||
Accrued interest | $ 30,504 | |||||
Convertible Note Payable [Member] | ||||||
Debt instrument maturity date | Mar. 31, 2022 | |||||
Number of shares issued for convertible notes | $ 3,330,900 | |||||
Interest expense | $ 73,654 | $ 19,119 | ||||
Convertible Note Payable One [Member] | ||||||
Conversion price per share | $ 3.20 | |||||
Debt instrument maturity date | Mar. 31, 2022 | |||||
Payment on convertible notes payable | $ 822,795 | |||||
Convertible Notes Payable Two [Member] | ||||||
Conversion price per share | $ 10.53 | |||||
Debt instrument maturity date | Mar. 31, 2022 | |||||
Payment on convertible notes payable | $ 2,508,105 |
Notes Payable - Schedule of Wei
Notes Payable - Schedule of Weighted Average Assumptions (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Expected Life [Member] | |
Debt measurement, years | 5 years |
Exercise Price [Member] | |
Debt measurement input | 10.53 |
Expected Volatility [Member] | Minimum [Member] | |
Debt measurement input | 187 |
Expected Volatility [Member] | Maximum [Member] | |
Debt measurement input | 191 |
Weighted Average Volatility [Member] | |
Debt measurement input | 188 |
Expected Dividends [Member] | |
Debt measurement input | 0 |
Risk Free Interest Rate [Member] | Minimum [Member] | |
Debt measurement input | 0.45 |
Risk Free Interest Rate [Member] | Maximum [Member] | |
Debt measurement input | 0.92 |
Notes Payable - Schedule of Con
Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes payable, net | $ 9,846,178 | $ 7,478,929 |
Unamortized discount and loan costs (includes related party amounts of $13,663 and $17,033, respectively) | (497,784) | (293,336) |
Less: current portion, net | (9,846,178) | |
Convertible notes payable - long term, net | 7,478,929 | |
$3.20 Convertible Note Payable [Member] | ||
Notes payable, net | 7,616,090 | 7,552,498 |
$10.53 Convertible Note Payable [Member] | ||
Notes payable, net | $ 2,727,872 | $ 219,767 |
Notes Payable - Schedule of C_2
Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
$3.20 Convertible Note Payable [Member] | ||
Conversion price per share | $ 3.20 | |
Debt interest percentage | 8.00% | |
Debt maturity date, description | Due March 2022 | |
Due to related parties | $ 347,282 | |
$10.53 Convertible Note Payable [Member] | ||
Conversion price per share | $ 10.53 | |
Debt interest percentage | 8.00% | |
Debt maturity date, description | Due March 2022 | |
Due to related parties | $ 34,718 | |
Convertible Note Payable [Member] | ||
Unamortized discount and loan cost related party | $ 13,663 | $ 17,033 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock-based compensation | $ 50,803 | $ 162,320 |
Unrecognized compensation expense | $ 140,795 | |
Board Members [Member] | ||
Number of shares issuance of options, shares | 16,600 | |
Share exercise price | $ 2.47 | |
Fair value of options | $ 2.38 | |
Number of shares issuance of options | $ 39,575 |
Common Stock Options - Schedule
Common Stock Options - Schedule of Fair Value of Options Grants Using Black Scholes Method (Details) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Expected life | 5 years |
Exercise price | $ 2.47 |
Expected volatility | 188.00% |
Weighted average volatility | 188.00% |
Expected dividends | 0.00% |
Risk-free interest rate | 0.92% |
Common Stock Options - Summary
Common Stock Options - Summary of Option Activity (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Shares Under Option, Outstanding Beginning Balance | shares | 663,016 |
Shares Under Option, Issued | shares | 16,600 |
Shares Under Option, Exercised | shares | |
Shares Under Option, Forfeited/Expired | shares | |
Shares Under Option, Outstanding Ending Balance | shares | 679,616 |
Shares Under Option, Vested Ending Balance | shares | 624,203 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 5.16 |
Weighted Average Exercise Price, Issued | $ / shares | 2.47 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited/Expired | $ / shares | |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | 5.09 |
Weighted Average Exercise Price, Vested Ending Balance | $ / shares | $ 5.33 |
Weighted Average Remaining Contractual Life, Outstanding Beginning | 8 years 1 month 6 days |
Weighted Average Remaining Contractual Life, Outstanding Ending | 7 years 10 months 25 days |
Weighted Average Remaining Contractual Life, Vested Ending Balance | 7 years 9 months 18 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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total share-based compensation | $ 50,803 | $ 162,320 |
Research and Development Expense [Member] | ||
Total share-based compensation | 3,113 | 12,496 |
Selling, General and Administrative Expense [Member] | ||
Total share-based compensation | $ 47,690 | $ 149,824 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Warrants issued | 21,695 |
Warrants [Member] | |
Warrants issued | 10,000 |
Proceeds from issuance of warrants | $ | $ 36,000 |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Warrant Activity (Details) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Shares Under Warrants Outstanding, Beginning Balance | shares | 1,305,595 |
Shares Under Warrants, Issued | shares | 21,695 |
Shares Under Warrants, Exercised | shares | (10,000) |
Shares Under Warrants, Expired/Forfeited | shares | (3,125) |
Shares Under Warrants Outstanding, Ending Balance | shares | 1,314,165 |
Shares Under Warrants, Vested | shares | 1,314,165 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 5.02 |
Weighted Average Exercise Price, Issued | $ / shares | 10.53 |
Weighted Average Exercise Price, Exercised | $ / shares | 3.60 |
Weighted Average Exercise Price, Expired/Forfeited | $ / shares | 3.60 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | 5.13 |
Weighted Average Exercise Price, Vested | $ / shares | $ 5.13 |
Weighted Average Remaining Contractual Life, Outstanding Beginning Balance | 1 year 8 months 12 days |
Weighted Average Remaining Contractual Life, issued | 5 years |
Weighted Average Remaining Contractual Life, Outstanding Ending Balance | 1 year 7 months 6 days |
Weighted Average Remaining Contractual Life, Vested | 1 year 7 months 6 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 ($) | Jul. 29, 2019 | Apr. 30, 2022 | Oct. 31, 2021 | Apr. 30, 2021 | May 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Lease expense | $ 10,800 | $ 10,800 | |||||
New Lease Agreement [Member] | |||||||
Lease amount | $ 3,600 | ||||||
Lease expires, description | Expires in April 2022 | ||||||
License Agreement [Member] | |||||||
Cash payments for research and development | $ 21,000 | ||||||
Number of issued shares of common stock | 278,053 | ||||||
Remaining cash payable | $ 365,000 | ||||||
License Agreement [Member] | Subsequent Event [Member] | |||||||
Cash payments for research and development | $ 100,000 | ||||||
License Agreement [Member] | Currently Due [Member] | |||||||
Cash payments for research and development | $ 140,000 | ||||||
License Agreement [Member] | Forecast [Member] | |||||||
Cash payments for research and development | $ 25,000 | $ 100,000 | |||||
License Agreement [Member] | Final Milestone [Member] | |||||||
Number of issued shares of common stock | 69,513 | ||||||
License Agreement [Member] | ProLung Biotech Wuxi [Member] | Maximum [Member] | |||||||
Cash payments for research and development | $ 575,000 | ||||||
Number of issued shares of common stock | 347,566 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | 2 Months Ended | |
May 21, 2021 | Apr. 21, 2021 | |
Debt interest rate | 8.00% | |
Loan fee | $ 8,876 | |
Issuance of warrants | 843 | |
Board of Directors [Member] | ||
Number of shares issued for convertible | $ 120,000 | |
Debt instrument convertible stock percentage | 59.00% | |
Board of Directors [Member] | Warrants to Purchase Shares [Member] | ||
Issuance of warrants | 204,271 | |
Convertible Notes [Member] | ||
Number of shares issued for convertible | $ 105,529 | |
Debt instrument, maturity date | Mar. 31, 2022 | |
Convertible Notes [Member] | Minimum [Member] | ||
Debt conversion price per share | $ 3.20 | |
Convertible Notes [Member] | Maximum [Member] | ||
Debt conversion price per share | $ 10.53 |