Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 09, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Cell Source, Inc. | |
Entity Central Index Key | 0001569340 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Common Stock Shares Outstanding | 31,960,419 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 54,736 | $ 27,908 |
Prepaid expenses | 135,269 | 57,196 |
Other current assets | 20,324 | 29,679 |
Total Assets | 210,329 | 114,783 |
Current Liabilities: | ||
Accounts payable | 376,346 | 135,415 |
Accrued expenses | 1,037,866 | 1,051,961 |
Accrued expenses - related parties | 148,737 | 195,334 |
Accrued interest | 404,285 | 426,516 |
Accrued interest - related parties | 183,199 | 146,491 |
Accrued compensation | 642,401 | 603,520 |
Advances payable | 225,500 | 235,500 |
Advances payable - related party | 100,000 | 100,000 |
Notes payable, net of debt discount of $0 and $1,292, as of September 30, 2020 and December 31, 2019, respectively | 1,013,000 | 1,111,708 |
Notes payable - related parties | 150,000 | 150,000 |
Convertible notes payable, net of debt discount of $108,451 and $1,467 as of September 30, 2020 and December 31, 2019, respectively | 2,492,105 | 966,533 |
Convertible notes payable - related parties | 225,000 | 225,000 |
Derivative liabilities | 0 | 351,900 |
Accrued dividend payable | 230,321 | 11,846 |
Total Current Liabilities | 7,228,760 | 5,711,724 |
Convertible notes payable - non-current portion | 0 | 145,000 |
Total Liabilities | 7,228,760 | 5,856,724 |
Commitments and contingencies (Note 9) | 0 | 0 |
Stockholders' Deficiency: | ||
Common Stock, $0.001 par value, 200,000,000 shares authorized; 29,965,043 and 27,076,762 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 29,965 | 27,077 |
Additional paid-in capital | 17,382,155 | 15,375,565 |
Accumulated deficit | (24,431,893) | (21,145,828) |
Total Stockholders' Deficiency | (7,018,431) | (5,741,941) |
Total Liabilities and Stockholders' Deficiency | 210,329 | 114,783 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Deficiency: | ||
Convertible Preferred Stock, $0.001 par value, 10,000,000 shares authorized; Series A Convertible Preferred Stock, 1,335,000 shares designated, 1,342,195 and 1,245,083 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively; liquidation preference of $10,296,784 and $9,349,969 as of September 30, 2020 and December 31, 2019, respectively | $ 1,342 | $ 1,245 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Liabilities: | ||
Notes payable, net of debt discount | $ 0 | $ 1,292 |
Stockholders' Deficiency: | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 29,965,043 | 27,076,762 |
Common stock, shares outstanding | 29,965,043 | 27,076,762 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Deficiency: | ||
Convertible preferred stock, shares designated | $ 1,335,000 | $ 1,335,000 |
Convertible preferred stock, shares issued | 1,342,195 | 1,245,083 |
Convertible preferred stock, shares outstanding | 1,342,195 | 1,245,083 |
Convertible preferred stock liquidation preference | 10,296,784 | 9,349,969 |
Convertible Notes Payable [Member] | ||
Current Liabilities: | ||
Notes payable, net of debt discount | $ 108,451 | $ 1,467 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Expenses: | ||||
Research and development | $ 257,546 | $ 1,158,757 | $ 675,017 | $ 2,269,269 |
Research and development - related party | 0 | 33,333 | 111,667 | 83,333 |
General and administrative | 908,099 | 168,906 | 2,015,624 | 909,334 |
Total Operating Expenses | 1,165,645 | 1,360,996 | 2,802,308 | 3,261,936 |
Loss From Operations | (1,165,645) | (1,360,996) | (2,802,308) | (3,261,936) |
Other (Expense) Income: | ||||
Interest expense | (114,040) | (53,209) | (271,687) | (185,993) |
Interest expense - related parties | (12,827) | (49,595) | (36,708) | (50,889) |
Amortization of debt discount | (146,109) | (3,566) | (190,639) | (10,095) |
Change in fair value of derivative liabilities | 0 | 33,500 | 16,977 | 118,500 |
Warrant modification expense | 0 | (54,100) | 0 | (283,500) |
Loss on exchange of notes payable for Series A Convertible Preferred Stock | 0 | 0 | 0 | (262,470) |
Loss on extinguishment of notes payable | (1,511) | 0 | (134,202) | (1,504) |
Gain on exchange of accrued interest for common stock | 132,502 | 0 | 132,502 | 0 |
Gain on forgiveness of accrued expenses | 0 | 0 | 0 | 38,427 |
Total Other Expense | (141,985) | (126,970) | (483,757) | (637,524) |
Net Loss | (1,307,630) | (1,487,966) | (3,286,065) | (3,899,460) |
Dividend attributable to Series A preferred stockholders | (226,191) | (197,911) | (649,381) | (534,919) |
Net Loss Applicable to Common Stockholders | $ (1,533,821) | $ (1,685,877) | $ (3,935,446) | $ (4,434,379) |
Net Loss Per Common Share - Basic and Diluted | $ (0.05) | $ (0.06) | $ (0.13) | $ (0.16) |
Weighted Average Common Shares Outstanding - | ||||
Basic and Diluted | 31,846,661 | 28,523,306 | 30,334,852 | 28,262,759 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Total | Convertible Preferred Stock - Series A [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Stock [Member] |
Balance, shares at Dec. 31, 2018 | 860,291 | 26,077,611 | |||
Balance, amount at Dec. 31, 2018 | $ (4,920,171) | $ 860 | $ 11,723,224 | $ (16,670,333) | $ 26,078 |
Issuance of Series A Convertible Preferred Stock for cash, shares | 43,331 | ||||
Issuance of Series A Convertible Preferred Stock for cash, amount | 325,000 | $ 43 | 324,957 | 0 | $ 0 |
Issuance of Series A Convertible Preferred Stock in exchange for notes payable, shares | 145,367 | ||||
Issuance of Series A Convertible Preferred Stock in exchange for notes payable, amount | 1,090,254 | $ 145 | 1,090,109 | 0 | $ 0 |
Series A Convertible Preferred Stock dividends: Accrual of earned dividends | (148,035) | 0 | (148,035) | 0 | 0 |
Net loss | (1,458,509) | $ 0 | 0 | (1,458,509) | $ 0 |
Balance, shares at Mar. 31, 2019 | 1,048,989 | 26,077,611 | |||
Balance, amount at Mar. 31, 2019 | (5,111,461) | $ 1,048 | 12,990,255 | (18,128,842) | $ 26,078 |
Balance, shares at Dec. 31, 2018 | 860,291 | 26,077,611 | |||
Balance, amount at Dec. 31, 2018 | (4,920,171) | $ 860 | 11,723,224 | (16,670,333) | $ 26,078 |
Net loss | (3,899,460) | ||||
Balance, shares at Sep. 30, 2019 | 1,168,759 | 26,479,471 | |||
Balance, amount at Sep. 30, 2019 | (5,914,548) | $ 1,169 | 14,627,597 | (20,569,793) | $ 26,479 |
Balance, shares at Mar. 31, 2019 | 1,048,989 | 26,077,611 | |||
Balance, amount at Mar. 31, 2019 | (5,111,461) | $ 1,048 | 12,990,255 | (18,128,842) | $ 26,078 |
Issuance of Series A Convertible Preferred Stock for cash, shares | 106,437 | ||||
Issuance of Series A Convertible Preferred Stock for cash, amount | 798,269 | $ 107 | 798,162 | 0 | $ 0 |
Series A Convertible Preferred Stock dividends: Accrual of earned dividends | (188,973) | 0 | (188,973) | 0 | 0 |
Net loss | (952,985) | $ 0 | 0 | (952,985) | $ 0 |
Series A Convertible Preferred Stock dividends: Payment of dividends in kind, shares | 401,860 | ||||
Series A Convertible Preferred Stock dividends: Payment of dividends in kind, amount | 301,379 | $ 0 | 300,978 | 0 | $ 401 |
Balance, shares at Jun. 30, 2019 | 1,155,426 | 26,479,471 | |||
Balance, amount at Jun. 30, 2019 | (5,153,771) | $ 1,155 | 13,900,422 | (19,081,827) | $ 26,479 |
Issuance of Series A Convertible Preferred Stock for cash, shares | 13,333 | ||||
Issuance of Series A Convertible Preferred Stock for cash, amount | 100,000 | $ 14 | 99,986 | 0 | $ 0 |
Series A Convertible Preferred Stock dividends: Accrual of earned dividends | (197,911) | 0 | (197,911) | 0 | 0 |
Net loss | (1,487,966) | 0 | 0 | (1,487,966) | 0 |
Stock-based compensation: Options | 825,100 | $ 0 | 825,100 | 0 | $ 0 |
Balance, shares at Sep. 30, 2019 | 1,168,759 | 26,479,471 | |||
Balance, amount at Sep. 30, 2019 | (5,914,548) | $ 1,169 | 14,627,597 | (20,569,793) | $ 26,479 |
Balance, shares at Dec. 31, 2019 | 1,245,083 | 27,076,762 | |||
Balance, amount at Dec. 31, 2019 | (5,741,941) | $ 1,245 | 15,375,565 | (21,145,828) | $ 27,077 |
Issuance of Series A Convertible Preferred Stock for cash, shares | 13,333 | ||||
Issuance of Series A Convertible Preferred Stock for cash, amount | 100,000 | $ 13 | 99,987 | 0 | $ 0 |
Series A Convertible Preferred Stock dividends: Accrual of earned dividends | (211,305) | 0 | (211,305) | 0 | 0 |
Net loss | (813,747) | $ 0 | 0 | (813,747) | $ 0 |
Issuance of common stock in connection with extension of notes payable, shares | 227,500 | ||||
Issuance of common stock in connection with extension of notes payable, amount | 56,875 | $ 0 | 56,648 | 0 | $ 227 |
Reclassification of derivative liabilities to equity | 345,830 | $ 0 | 345,830 | 0 | $ 0 |
Stock-based compensation: Common stock, shares | 25,671 | ||||
Stock-based compensation: Common stock, amount | 6,418 | $ 0 | 6,392 | 0 | $ 26 |
Balance, shares at Mar. 31, 2020 | 1,258,416 | 27,329,933 | |||
Balance, amount at Mar. 31, 2020 | (6,257,870) | $ 1,258 | 15,673,117 | (21,959,575) | $ 27,330 |
Balance, shares at Dec. 31, 2019 | 1,245,083 | 27,076,762 | |||
Balance, amount at Dec. 31, 2019 | $ (5,741,941) | $ 1,245 | 15,375,565 | (21,145,828) | $ 27,077 |
Issuance of Series A Convertible Preferred Stock for cash, shares | 666,649 | ||||
Net loss | $ (3,286,065) | ||||
Balance, shares at Sep. 30, 2020 | 1,342,195 | 29,965,043 | |||
Balance, amount at Sep. 30, 2020 | (7,018,431) | $ 1,342 | 17,382,155 | (24,431,893) | $ 29,965 |
Balance, shares at Mar. 31, 2020 | 1,258,416 | 27,329,933 | |||
Balance, amount at Mar. 31, 2020 | (6,257,870) | $ 1,258 | 15,673,117 | (21,959,575) | $ 27,330 |
Issuance of Series A Convertible Preferred Stock for cash, shares | 3,333 | ||||
Issuance of Series A Convertible Preferred Stock for cash, amount | 25,000 | $ 3 | 24,997 | 0 | $ 0 |
Series A Convertible Preferred Stock dividends: Accrual of earned dividends | (211,885) | 0 | (211,885) | 0 | 0 |
Net loss | (1,164,688) | $ 0 | 0 | (1,164,688) | $ 0 |
Series A Convertible Preferred Stock dividends: Payment of dividends in kind, shares | 574,576 | ||||
Series A Convertible Preferred Stock dividends: Payment of dividends in kind, amount | 430,905 | $ 0 | 430,331 | 0 | $ 574 |
Issuance of common stock in connection with extension of notes payable, shares | 525,000 | ||||
Issuance of common stock in connection with extension of notes payable, amount | 131,250 | $ 0 | 130,725 | 0 | $ 525 |
Stock-based compensation: Common stock, shares | 1,270,000 | ||||
Stock-based compensation: Common stock, amount | 317,500 | $ 0 | 316,230 | 0 | $ 1,270 |
Issuance of warrants in connection with issuance of notes payable | 161,256 | 0 | 161,256 | 0 | 0 |
Issuance of warrants in connection with issuance of advance payable | 24,386 | 0 | 24,386 | 0 | 0 |
Stock-based compensation: Warrants | 16,129 | $ 0 | 16,129 | 0 | $ 0 |
Balance, shares at Jun. 30, 2020 | 1,261,749 | 29,699,509 | |||
Balance, amount at Jun. 30, 2020 | (6,528,017) | $ 1,261 | 16,565,286 | (23,124,263) | $ 29,699 |
Issuance of Series A Convertible Preferred Stock for cash, shares | 80,446 | ||||
Issuance of Series A Convertible Preferred Stock for cash, amount | 603,347 | $ 81 | 603,266 | 0 | $ 0 |
Series A Convertible Preferred Stock dividends: Accrual of earned dividends | (226,191) | 0 | (226,191) | 0 | 0 |
Net loss | (1,307,630) | 0 | 0 | (1,307,630) | 0 |
Stock-based compensation: Options | 103,600 | 0 | 103,600 | 0 | 0 |
Issuance of warrants in connection with issuance of notes payable | 20,098 | 0 | 20,098 | 0 | 0 |
Stock-based compensation: Warrants | 249,713 | $ 0 | 249,713 | 0 | $ 0 |
Issuance of common stock in exchange of accrued interest, shares | 265,534 | ||||
Issuance of common stock in exchange of accrued interest, amount | 66,649 | $ 0 | 66,383 | 0 | $ 266 |
Balance, shares at Sep. 30, 2020 | 1,342,195 | 29,965,043 | |||
Balance, amount at Sep. 30, 2020 | $ (7,018,431) | $ 1,342 | $ 17,382,155 | $ (24,431,893) | $ 29,965 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (3,286,065) | $ (3,899,460) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liabilities | 16,977 | 118,500 |
Warrant modification expense | 0 | (283,500) |
Amortization of debt discount | 190,639 | 10,095 |
Loss on exchange of notes payable for preferred shares | 0 | 262,470 |
Loss on extinguishment of debt | 134,202 | 1,504 |
Gain on forgiveness of accrued expenses | 0 | 38,427 |
Gain on exchange of accrued interest for common stock | 132,502 | 0 |
Non-cash interest expense - warrants | 60,769 | 75,769 |
Stock-based compensation: | ||
Warrants | 263,476 | 3,684 |
Common stock | 319,396 | 1,750 |
Options | 103,600 | 825,100 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (72,687) | (1,389) |
Other current assets | 9,355 | (20,369) |
Accounts payable | 240,931 | 170,737 |
Accrued expenses | (46,990) | 455,602 |
Accrued expenses - related parties | (46,597) | 33,333 |
Accrued interest | 207,889 | 159,127 |
Accrued interest - related parties | 2,252 | 1,775 |
Accrued compensation | 51,290 | 69,827 |
Net Cash Used In Operating Activities | (2,018,019) | (1,723,872) |
Cash Flows From Financing Activities: | ||
Proceeds from advances payable | 100,000 | 275,500 |
Proceeds from issuance of notes payable | 100,000 | 120,000 |
Proceeds from issuance of convertible notes payable [1] | 1,572,500 | 165,000 |
Proceeds from issuance of Series A Preferred Stock | 728,347 | 1,223,269 |
Repayment of notes payable | (200,000) | (70,000) |
Repayment of convertible notes payable | (146,000) | 0 |
Repayment of advances payable | (110,000) | 0 |
Net Cash Provided By Financing Activities | 2,044,847 | 1,713,769 |
Net Increase (Decrease) In Cash | 26,828 | (10,103) |
Cash - Beginning of Period | 27,908 | 18,934 |
Cash - End of Period | $ 54,736 | $ 8,831 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for: | ||
Interest | $ 0 | $ 0 |
Income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Original issue discount in connection with convertible note payable | $ 58,556 | $ 6,000 |
Common stock issued in connection with payment of Series A Convertible Preferred Stock dividends in-kind | 301,379 | |
Preferred stock issued in exchange for notes and advances payable | $ 1,090,254 | |
Accrual of earned preferred stock dividends | $ (649,381) | (534,919) |
Reclassification of derivative liabilities to equity | 345,830 | 0 |
Issuance of placement agent warrants | 10,907 | 0 |
Issuance of common stock as debt discount in connection with extension of notes payable | 188,125 | 133,488 |
Repayment of convertible note payable and accrued interest by third party | 100,896 | 133,488 |
Warrants and conversion options issued in connection with issuance and extension of notes payable | 181,354 | 15,600 |
Warrants issued in connection with issuance of advance payable | 24,386 | 0 |
Extinguishment of conversion option in connection with repayment of notes payable | $ 0 | $ 1,000 |
Issuance of common stock in exchange of accrued interest | 666,649 |
Business Organization Nature of
Business Organization Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Business Organization Nature of Operations and Basis of Presentation | |
Note 1 - Business Organization and Nature of Operations | Note 1 - Business Organization, Nature of Operations and Basis of Presentation Organization and Operations Cell Source, Inc. (“Cell Source”, “CSI” or the “Company”) is a Nevada corporation formed on June 6, 2012 that is the parent company of Cell Source Limited (“CSL”), a wholly owned subsidiary which was founded in Israel in 2011 in order to commercialize a suite of inventions relating to certain cancer treatments. The Company is a biotechnology company focused on developing cell therapy treatments based on the management of immune tolerance. The Company’s lead prospective product is its patented Veto Cell immune system management technology, which is an immune tolerance biotechnology that enables the selective blocking of immune responses. CSL’s Veto Cell immune system management technology is based on technologies patented, owned, and licensed to CSL by Yeda Research and Development Company Limited, an Israeli corporation ("Yeda") (see Note 8, Related Party Transactions Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel strain of coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States. The Company is closely monitoring the outbreak of COVID-19 and its impact on the Company’s operations, financial position, cash flows and its industry in general. The Company considered the impact of COVID-19 on its business and operational assumptions and estimates, and determined there were no material adverse impacts on the Company’s results of operations and financial position at September 30, 2020. The full extent of COVID-19 future impacts on the Company’s operations and financial condition is uncertain. A prolonged COVID-19 outbreak could have a material adverse impact on the Company’s results of operations, financial condition and liquidity, including the timing and ability of the Company to initiate and/or complete current and/or future preclinical studies and/or clinical trials, disrupt the Company’s regulatory activities, and/or have other adverse effects on the Company’s clinical development. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial position of the Company as of September 30, 2020 and the condensed consolidated results of its operations and cash flows for the three and nine months ended September 30, 2020 and 2019. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the operating results for the full year ending December 31, 2020 or any other period. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2019 and for the year then ended which were included in the Company's Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (“SEC”) on March 30, 2020. |
Going Concern and Management Pl
Going Concern and Management Plans | 9 Months Ended |
Sep. 30, 2020 | |
Going Concern and Management Plans | |
Note 2 - Going Concern and Management Plans | Note 2 - Going Concern and Management Plans During the nine months ended September 30, 2020, the Company had not generated any revenues, had a net loss of approximately $3,286,000 and had used cash in operations of approximately $2,018,000. As of September 30, 2020, the Company had a working capital deficiency of approximately $7,018,000 and an accumulated deficit of approximately $24,432,000. Subsequent to September 30, 2020 and as more fully described in Note 10, Subsequent Events The Company is currently funding its operations on a month-to-month basis. While there can be no assurance that it will be successful, the Company is in active negotiations to raise additional capital. The Company’s primary sources of operating funds since inception have been equity and debt financings. Management’s plans include continued efforts to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding any request the Company may make, if the Company’s debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Note 3 - Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Since the date of the Annual Report on Form 10-K for the year ended December 31, 2019, there have been no material changes to the Company’s significant accounting policies. Loss Per Share The Company computes basic net loss per share by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. Weighted average shares outstanding for the three and nine months ended September 30, 2020 and 2019 includes the weighted average impact of warrants to purchase an aggregate of 2,043,835 shares of common stock because their exercise price was determined to be nominal. The common stock equivalents associated with the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: September 30, 2020 2019 Options 4,832,004 3,782,004 Warrants 6,250,676 6,459,157 Convertible notes 3,958,756 1,172,144 Convertible preferred stock 13,421,950 11,687,590 Total 28,463,386 23,100,895 Convertible notes are assumed to be converted at the rate of $0.75 per common share, which is the conversion price. However, such conversion rates are subject to adjustment under certain circumstances, which may result in the issuance of common shares greater than the amount indicated. Reclassifications Certain prior period amounts have been reclassified in order to conform to the fiscal 2020 presentation, including certain accrued liabilities that have been reclassified from accrued compensation to accrued interest as well as certain operating expenses that have been reclassified to other expenses. These reclassifications have no impact on the previously reported net loss. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value | |
Note 4 - Fair Value | Note 4 - Fair Value During the nine months ended September 30, 2020, in connection with the extension of certain convertible notes payable that previously contained a variable conversion price with no floor and, a result, triggered sequencing, the parties agreed to amend the conversion terms such that a conversion price floor of $0.75 per share was established. As a result, the Company had no remaining outstanding instruments with a variable conversion price with no floor and, accordingly, the Company reclassified derivative liabilities with an aggregate fair value of $345,830 to additional paid-in capital. See Note 6, Notes Payable and Convertible Notes Payable for additional details. The following table summarizes the Company’s instruments recorded at fair value as of September 30, 2020 and December 31, 2019: Quoted Prices In Active Significant Markets for Other Significant Identical Observable Unobservable Liabilities Inputs Inputs Total (Level 1) (Level 2) (Level 3) Accrued compensation - common stock $ 38,624 $ - $ - $ 38,624 Accrued compensation - warrants 6,919 - - 6,919 Accrued interest - warrants 83,655 - - 83,655 Accrued interest - warrants - related party 150,388 - - 150,388 Balance - September 30, 2020 $ 279,586 $ - $ - $ 279,586 Accrued compensation - common stock $ 40,021 $ - $ - $ 40,021 Accrued compensation - warrants 17,931 - - 17,931 Accrued interest - warrants 57,343 - - 57,343 Accrued interest - warrants - related party 115,932 - - 115,932 Derivative liabilities 351,900 - - 351,900 Balance - December 31, 2019 $ 583,127 $ - $ - $ 583,127 Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. As of September 30, 2020, the Company’s Level 3 liabilities shown in the above table consist of accrued obligations to issue warrants and common stock. As of December 31, 2019, the Company’s Level 3 liabilities shown in the above table consist of sequenced warrants with no price floor as the Company was unable to determine that it had sufficient authorized common stock to settle such arrangements, warrants deemed to be derivative liabilities according to the Company’s sequencing policy in accordance with ASC 815-40-35-12, the embedded conversion options within its convertible notes payable and an accrued obligation to issue warrants and common stock. In applying the Black-Scholes option pricing model utilized in the valuation of Level 3 liabilities, the Company used the following approximate assumptions: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Risk-free interest rate 0.22% - 0.28 % 1.55%-1.91 % 0.15% - 1.55 % 1.17% - 2.44 % Expected term (years) 4.00 - 5.00 0.11 - 5.00 0.52 - 5.00 0.02 - 5.00 Expected volatility 110 % 110 % 110 % 110 % Expected dividends 0.00 % 0.00 % 0.00 % 0.00 % The expected term used is the contractual life of the instrument being valued. Since the Company’s stock does not have significant trading volume, the Company is utilizing an expected volatility based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all Level 3 liabilities measured at fair value on a recurring basis using unobservable inputs during the nine months ended September 30, 2020: Accrued Accrued Derivative Interest Compensation Liability Total Balance - December 31, 2019 $ 173,275 $ 57,952 $ 351,900 $ 583,127 Accrued compensation - common stock - 10,021 - 10,021 Accrued interest - common stock 56,875 - - 56,875 Accrued interest - warrants 26,661 - - 26,661 Accrued interest - warrants - related party 35,350 - - 35,350 Change in fair value (1,243 ) (135 ) (16,977 ) (18,355 ) Issuance of warrants - (10,877 ) 10,907 30 Issuance of common stock (56,875 ) (11,418 ) - (68,293 ) Reclassification of derivative liabilities to equity - - (345,830 ) (345,830 ) Balance - September 30, 2020 $ 234,043 $ 45,543 $ - $ 279,586 As of September 30, 2020, the Company had an obligation to issue 154,495 shares of common stock to service providers that had a fair value of $38,624, which was a component of accrued compensation on the condensed consolidated balance sheet. See Note 7, Stockholders’ Deficiency – Stock Warrants |
Advances Payable
Advances Payable | 9 Months Ended |
Sep. 30, 2020 | |
Advances Payable | |
Note 5 - Advances Payable | Note 5 – Advances Payable On May 6, 2020, the Company received proceeds of $100,000 through an advance. In connection with the advance, the Company issued a five-year immediately vested warrant to purchase 200,000 shares of common stock at $0.75 per share. The warrant had an issuance date relative fair value of $24,386, which was recorded as interest expense on the condensed consolidated statement of operations. On June 1, 2020, the Company repaid the advance in full. On June 18, 2020, the Company paid $5,000 in partial repayment of an outstanding advance. On September 28, 2020, the Company paid $5,000 in partial repayment of an outstanding advance. |
Notes Payable and Convertible N
Notes Payable and Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable and Convertible Notes Payable | |
Note 6 - Notes Payable and Convertible Notes Payable | As of September 30, 2020 and through the date of this filing, notes and convertible notes payable with principal amounts totaling $1,538,000 and $3,038,000, respectively, were past due and are classified as current liabilities on the condensed consolidated balance sheet as of September 30, 2020. Such notes continue to accrue interest and all relevant penalties have been accrued as of September 30, 2020. Of such past due notes payable, a holder of a note with principal amount of $250,000 issued a notice of default. See Note 9, Commitments and Contingencies – Litigation During the three months ended September 30, 2020 and 2019, the Company recorded interest expense of $126,867 and $102,804, respectively, and amortization of debt discount of $146,109 and $3,566, respectively. During the nine months ended September 30, 2020 and 2019, the Company recorded interest expense of $308,395 and $236,882, respectively, and amortization of debt discount of $190,639 and $10,095, respectively. As of September 30, 2020 and December 31, 2019, the Company had $587,484 and $573,007, respectively, of accrued interest (including interest in the form of warrants (see Note 4)) and penalties related to notes payable, which is included with accrued interest and accrued interest – related parties on the condensed consolidated balance sheets. Convertible Notes Payable On January 3, 2020, a third party repaid a convertible note in full on behalf of the Company, which payment included a prepayment penalty for an aggregate total payment of $100,896 (principal and interest of $68,000 and $32,896, respectively), which was fully repaid by the Company to the third party as of September 30, 2020. The Company determined the transaction was a note extinguishment and recorded a loss on extinguishment of $1,441 in the condensed consolidated statements of operations. On January 10, 2020, the Company issued a convertible note payable in the principal amount of $78,000. The note accrues interest at 12% per annum and matures on January 10, 2021. Any amount of principal or interest which is not paid at maturity shall accrue interest at 22% per annum. The note also includes certain prepayment penalties that provide for payments ranging from 115% to 140% of the then-outstanding principal and interest. The note is convertible at the option of the holder into common stock at 61% of the lowest trading price during the ten (10) consecutive trading days prior to the conversion date at any time during the period which is 180 days following the issuance date of the convertible note and ending on the later of (i) January 10, 2021 or (ii), in the event of default, the date of the payment of the default amount. The convertible note contained an original issuance discount of $3,000 which was recorded as a debt discount and will be amortized over the term of the note. On July 6, 2020, the Company repaid the convertible note in full, which payment included a prepayment penalty, for an aggregate total payment of $115,483 (principal and interest of $78,000 and $37,483, respectively). In connection with the repayment, the Company recorded a loss on extinguishment of $1,511 in the condensed consolidated statements of operations. On various dates from February 20, 2020 through February 24, 2020, the maturity dates of three convertible notes in the aggregate principal amount of $145,000 were extended to February 15, 2021. The notes had previous maturity dates ranging from January 2017 to February 2018. In connection with these extensions, the parties agreed that (i) the Company would issue an aggregate of 227,500 shares of common stock to the holders with a fair value of $56,875 and (ii) a conversion price floor of $0.75 per share would be established. The Company determined the transaction was a note modification and the fair value of the common stock was setup as a debt discount and will be amortized over the amended term of the notes. On March 31, 2020, the Company issued the shares of common stock. On March 2, 2020, the Company received further proceeds of $500,000 through a previously issued convertible note dated October 28, 2019 in the principal amount of up to $1,500,000, such that the Company had now received aggregate proceeds of $1,000,000 under the convertible note. On June 18, 2020, the Company received further proceeds of $500,000 through a previously issued convertible note dated October 28, 2019 in the principal amount of up to $1,500,000, such that the Company had now received aggregate proceeds of $1,500,000 under the convertible note. The convertible note had a maturity date of October 31, 2020 and the Company is in discussions with the holder to extend the maturity date of the note. In connection with the receipt of these proceeds, the Company issued a five-year immediately vested warrant for the purchase of 1,200,000 shares of common stock at an exercise price of $1.25 per share. The warrant had an issuance date relative fair value of $153,790, which was recorded as a debt discount and will amortized over the term of the note. On July 29, 2020, the Company issued a convertible note payable in the principal amount of $555,556 for net proceeds of $497,500 (gross proceeds of $500,000 less $2,500 of issuance costs) which matures on January 29, 2021. The note accrues interest at 13% per annum and is convertible into common stock at the lower of (i) a conversion price of $0.75 per share (the “Fixed Conversion Price”) or (ii) in the event of a default, as defined in the note, a conversion price of 65% of the lowest volume weighted average price for the ten consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date (the “Default Conversion Price”). The Default Conversion Price shall not apply before March 29, 2021. So long as the convertible note is outstanding, upon any issuance by the Company of any equity at an effective price lower than the conversion price (the “Base Conversion Price”), then the conversion price shall be reduced to equal such Base Conversion Price. The Company determined the embedded conversion option in connection with the Default Conversion Price should not be bifurcated and accounted for as a derivative liability. The original issuance discount of $55,556 and debt issuance costs of $2,500 were each recorded as a debt discount and will be amortized over the term of the note. In connection to the issuance of the convertible note payable, the Company issued a five-year immediately vested warrant to purchase 146,199 shares of common stock at an exercise price of $0.95 per share, which Notes Payable On April 15, 2020, the maturity dates of two promissory notes in the aggregate principal amount of $350,000, originally due in 2015 and 2016, were extended to April 15, 2021. In connection with these extensions, the Company issued an aggregate of 525,000 shares of common stock to the holders with a fair value of $131,250. The Company determined the extensions were note extinguishments and recorded a loss on extinguishment of $131,250 in the condensed consolidated statements of operations during the nine months ended September 30, 2020. On June 3, 2020, the Company issued a note payable in the principal amount of $100,000. The note does not accrue interest and matures on December 3, 2020. The note was repaid in full by the Company on June 18, 2020. In connection with the note issuance, the Company issued a five-year immediately vested warrant to purchase 50,000 shares of common stock at an exercise price of $0.75 per share. The warrant had an issuance date relative fair value of $7,466, which was recorded as a debt discount and was to be amortized over the term of the note, however, was recognized during the nine months ended September 30, 2020 as a result of the repayment of the note. On July 29, 2020, the Company fully repaid the principal of a promissory note in the amount of $100,000. |
Stockholders' Deficiency
Stockholders' Deficiency | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Deficiency | |
Note 7 - Stockholders' Deficiency | Note 7 – Stockholders’ Deficiency Series A Convertible Preferred Stock On January 29, 2020, the Board of Directors extended the expiration date of the Private Placement Memorandum (“PPM”) to March 31, 2020 and has authorized two sixty-day extensions beyond that date at management's discretion, under which the Company continues to raise up to $10,000,000 via the sale of up to 1,333,333 shares of Series A Convertible Preferred Stock at $7.50 per share. On March 25, 2020, the Board of Directors extended the expiration date of the PPM to May 30, 2020. On May 27, 2020, the Board of Directors extended the expiration date of the PPM to July 29, 2020. On July 27, 2020, the Company’s PPM was now fully subscribed. During the nine months ended September 30, 2020, the Company received aggregate proceeds of $728,347 through the sale of 97,112 shares of Series A Convertible Preferred Stock at $7.50 per share. During the three and nine months ended September 30, 2020, the Company accrued and recorded cumulative Series A Convertible Preferred Stock dividends of $226,191 and $649,381, respectively, with an increase in liabilities and a corresponding decrease in additional paid-in capital. During the three and nine months ended September 30, 2019, the Company accrued and recorded cumulative Series A Convertible Preferred Stock dividends of $197,911 and $534,919, respectively, with an increase in liabilities and a corresponding decrease in additional paid-in capital. During the nine months ended September 30, 2020, the Company issued 574,576 shares of common stock valued at $0.75 per share for aggregate value of $430,905, pursuant to the terms of the Series A Convertible Preferred Stock Certificate of Designation, in connection with the partial payment of accrued dividends for Series A Convertible Preferred Stock. Common Stock On March 31, 2020, the Company issued 25,671 shares of immediately vested common stock with a fair value of $6,418 to a service provider in connection with consulting services provided. During the nine months ended September 30, 2020, the Company issued an aggregate of 1,270,000 shares of common stock with an issuance date fair value of $317,500 to service providers in connection with consulting services provided. In connection with the issuances, the Company expects to recognize the fair value of the common stock over the service period, such that it recognized stock-based compensation expense of $9,375 and $314,375 during the three and nine months ended September 30, 2020, respectively, which amount was included within general and administrative expenses on the condensed consolidated statements of operations. During the three and nine months ended September 30, 2020, the Company issued an aggregate of 265,534 shares of common stock with a fair value of $66,649 in exchange for accrued interest in the aggregate amount of $199,151. The Company recognized the difference of $132,502 as a gain on exchange of accrued interest for common stock on the condensed consolidated statements of operations. See Note 6, Notes Payable and Convertible Notes Payable Stock Warrants On February 13, 2020, the Company issued five-year placement agent warrants to purchase 66,653 shares of common stock at an exercise price of $0.75 per share in satisfaction of accrued liabilities of $10,907 that were earned in connection with the sale of Series A Convertible Preferred Stock during the year ended December 31, 2019. On May 20, 2020, the Company issued a five-year warrant to purchase 100,000 shares of common stock at an exercise price of $0.75 per share to a service provider in connection with consulting services to be provided. The warrant had an issuance date fair value of $16,129. In connection with the issuance, the Company expects to recognize the fair value of the warrants over the service period, such that it recognized stock-based compensation expense of $4,322 during the nine months ended September 30, 2020, which amount was included within general and administrative expenses on the condensed consolidated statements of operations. On August 19, 2020, the Company issued five-year immediately vested warrants to purchase an aggregate of 1,598,000 shares of common stock at an exercise price of $0.75 per share to members of the Company’s Scientific Advisory Board. The warrants had an aggregate issuance date fair value of $247,700 which was recognized immediately within general and administrative expenses on the condensed consolidated statement of operations. On August 20, 2020, the Company issued a five-year warrant to purchase 200,000 shares of common stock at an exercise price of $0.75 per share to a service provider in connection with consulting services to be provided. The warrant vests in equal monthly installments during the sixteen-month period commencing one month after the date of the issuance. The warrant had an issuance date fair value of $32,200, which will be recognized over the service period. See Note 5, Advances Payable Notes Payable and Convertible Notes Payable Stock Options On August 19, 2020, the Company granted five-year immediately vested stock options to purchase an aggregate of 1,050,000 shares of common stock at an exercise price of $0.75 per share to directors of the Company under the 2019 Equity Incentive Plan . The stock options had a grant date value of $103,600 which was recognized immediately. Stock-Based Compensation During the three and nine months ended September 30, 2020, the Company recognized stock-based compensation expense of $349,050 and $686,472, respectively, related to common stock, options and warrants, which amounts were included within general and administrative expenses on the condensed consolidated statements of operations. During the three and nine months ended September 30, 2019, the Company recognized stock-based compensation expense of $826,785 (of which $825,100 was included within research and development and $1,695 was included within general and administrative expenses on the condensed consolidated statements of operations) and $830,534 (of which $825,100 was included within research and development and $5,434 was included within general and administrative expenses on the condensed consolidated statements of operations), respectively, related to warrants, common stock and options. As of September 30, 2020, there was $35,574 of unrecognized stock-based compensation expense which the Company expects to recognize over a weighted average period of 0.7 years. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions | |
Note 8 - Related Party Transactions | Note 8 – Related Party Transactions In 2011, the Company entered into a Research and License Agreement with Yeda for Veto Cell technology. As Yeda is a founder and a significant shareholder of the Company, it is a related party. During the three months ended September 30, 2020 and 2019, the Company recorded research and development expense of $0 and $33,333, respectively, and during the nine months ended September 30, 2020 and 2019, the Company recorded research and development expense of $111,667 and $83,333, respectively, in connection with the agreement with Yeda. As of September 30, 2020 and December 31, 2019, the Company was required to issue warrants to purchase an aggregate of 981,500 and 756,500, respectively, shares of common stock at an exercise price of $0.75 per share to directors of the Company in connection with loans made to the Company in the aggregate amount of $459,000 which required certain penalties in the form of warrants. As a result, the Company had accrued $150,388 and $115,932 associated with the fair value of the obligations as of September 30, 2020 and December 31, 2019, respectively, which amount is included in accrued interest – related parties on the condensed consolidated balance sheets. See Note 10 – Subsequent Events – Stock Warrants |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies | |
Note 9 - Commitments and Contingencies | Note 9 – Commitments and Contingencies MD Anderson Sponsored Research Agreements The Company recognized $237,546 and $600,017 of research and development expenses during the three and nine months ended September 30, 2020 , respectively, associated with services provided by The University of Texas M.D. Anderson Cancer Center (“MD Anderson”) in the periods, under the two agreements with MD Anderson dated November 2019 and February 2019, respectively. The Company recognized $249,171 and $1,230,411 of research and development expenses during the three and nine months ended September 30, 2019, respectively, associated with services provided by MD Anderson in those periods. Litigation Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. In January 2019, the holder of a promissory note in the principal amount of $250,000 due on March 16, 2016 instituted a collection action in the Supreme Court of the State of New York, County of New York. A motion for summary judgement was heard on March 7, 2019 and the Company did not oppose the motion. The Company has had discussion with respect to entering into an agreement providing for a payment plan with the holder of the note, but no agreement has yet been reached. Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. As of September 30, 2020 and December 31, 2019, the Company has not accrued any amounts for contingencies. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events | |
Note 10 - Subsequent Events | The Company has evaluated events that have occurred after the balance sheet and through the date the financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below. Convertible Notes Payable On October 16, 2020, the Company issued a convertible note payable in the amount of $100,000 which matures on April 15, 2021. The note accrues interest at 8% per annum and is convertible into the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) at a conversion price of $7.50. The note shall be become convertible at (i) the holder’s option beginning on the date that the Company first issues any shares of its Series B Preferred Stock (ii) automatically on the maturity date. It is anticipated that the Series B Preferred Stock shall convert into the Company’s common stock at a fixed rate of ten shares of common stock for each share of Series B Preferred Stock. In connection with the issuance of the convertible note, the Company issued a five-year immediately vested warrant to purchase 80,000 shares of common stock at an exercise price $1.25 per share. On October 20, 2020, the Company issued a convertible note payable in the amount of $50,000 which matures on April 20, 2021. The note accrues interest at 8% per annum and is convertible into Series B Preferred Stock at a conversion price of $7.50. The note shall be become convertible at (i) the holder’s option beginning on the date that the Company first issues any shares of its Series B Preferred Stock (ii) automatically on the maturity date. It is anticipated that the Series B Preferred Stock shall convert into the Company’s common stock at a fixed rate of ten shares of common stock for each share of Series B Preferred Stock. In connection with the issuance of the convertible note payable, the Company issued a five-year immediately vested warrant to purchase 40,000 shares of common stock at an exercise price $1.25 per share. Stock Warrants On October 15, 2020, the Company issued a five-year warrant to purchase 200,000 shares of common stock at an exercise price of $0.75 per share to a service provider in connection with consulting services to be provided. The warrant vests in equal monthly installments during the sixteen-month period commencing one month after the date of the issuance. On November 1, 2020, Yeda exercised a warrant to purchase 1,995,376 shares of common stock for proceeds of $1,995, which resulted in the issuance of 1,995,376 shares of common stock. Stock Options On October 7, 2020, the Company granted five-year immediately vested stock options to purchase 500,000 shares of common stock at an exercise price of $0.75 per share to a nonemployee under the 2019 Equity Incentive Plan . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies (Policies) | |
Loss Per Share | The Company computes basic net loss per share by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. Weighted average shares outstanding for the three and nine months ended September 30, 2020 and 2019 includes the weighted average impact of warrants to purchase an aggregate of 2,043,835 shares of common stock because their exercise price was determined to be nominal. The common stock equivalents associated with the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: September 30, 2020 2019 Options 4,832,004 3,782,004 Warrants 6,250,676 6,459,157 Convertible notes 4,078,756 1,172,144 Convertible preferred stock 13,421,950 11,687,590 Total 28,583,386 23,100,895 Convertible notes are assumed to be converted at the rate of $0.75 per common share, which is the conversion price. However, such conversion rates are subject to adjustment under certain circumstances, which may result in the issuance of common shares greater than the amount indicated. |
Reclassifications | Certain prior period amounts have been reclassified in order to conform to the fiscal 2020 presentation, including certain accrued liabilities that have been reclassified from accrued compensation to accrued interest as well as certain operating expenses that have been reclassified to other expenses. These reclassifications have no impact on the previously reported net loss. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies (Policies) | |
Schedule of weighted average dilutive common shares anti-dilutive | September 30, 2020 2019 Options 4,832,004 3,782,004 Warrants 6,250,676 6,459,157 Convertible notes 3,958,756 1,172,144 Convertible preferred stock 13,421,950 11,687,590 Total 28,463,386 23,100,895 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value | |
Schedule of valuation of company's derivatives using quoted prices | Quoted Prices In Active Significant Markets for Other Significant Identical Observable Unobservable Liabilities Inputs Inputs Total (Level 1) (Level 2) (Level 3) Accrued compensation - common stock $ 38,624 $ - $ - $ 38,624 Accrued compensation - warrants 6,919 - - 6,919 Accrued interest - warrants 83,655 - - 83,655 Accrued interest - warrants - related party 150,388 - - 150,388 Balance - September 30, 2020 $ 279,586 $ - $ - $ 279,586 Accrued compensation - common stock $ 40,021 $ - $ - $ 40,021 Accrued compensation - warrants 17,931 - - 17,931 Accrued interest - warrants 57,343 - - 57,343 Accrued interest - warrants - related party 115,932 - - 115,932 Derivative liabilities 351,900 - - 351,900 Balance - December 31, 2019 $ 583,127 $ - $ - $ 583,127 |
Schedule of valuation of Level 3 liabilities | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Risk-free interest rate 0.22% - 0.28 % 1.55%-1.91 % 0.15% - 1.55 % 1.17% - 2.44 % Expected term (years) 4.00 - 5.00 0.11 - 5.00 0.52 - 5.00 0.02 - 5.00 Expected volatility 110 % 110 % 110 % 110 % Expected dividends 0.00 % 0.00 % 0.00 % 0.00 % |
Schedule of changes in fair value of liabilities measured at fair value on a recurring basis | Accrued Accrued Derivative Interest Compensation Liability Total Balance - December 31, 2019 $ 173,275 $ 57,952 $ 351,900 $ 583,127 Accrued compensation - common stock - 10,021 - 10,021 Accrued interest - common stock 56,875 - - 56,875 Accrued interest - warrants 26,661 - - 26,661 Accrued interest - warrants - related party 35,350 - - 35,350 Change in fair value (1,243 ) (135 ) (16,977 ) (18,355 ) Issuance of warrants - (10,877 ) 10,907 30 Issuance of common stock (56,875 ) (11,418 ) - (68,293 ) Reclassification of derivative liabilities to equity - - (345,830 ) (345,830 ) Balance - September 30, 2020 $ 234,043 $ 45,543 $ - $ 279,586 |
Going Concern and Management _2
Going Concern and Management Plans (Detail Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Going Concern and Management Plans | |||
Proceeds from issuance Convertible note payable | $ 100,000 | $ 120,000 | |
Working capital deficiency | (7,018,000) | ||
Accumulated deficit | (24,431,893) | $ (21,145,828) | |
Net loss | (3,286,065) | (3,899,460) | |
Net Cash Used In Operating Activities | $ (2,018,019) | $ (1,723,872) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Total Antidilutive Securities Excluded from Computation of Earnings Per Share | 28,463,386 | 23,100,895 |
Convertible Notes [Member] | ||
Total Antidilutive Securities Excluded from Computation of Earnings Per Share | 3,958,756 | 1,172,144 |
Convertible Preferred Stock [Member] | ||
Total Antidilutive Securities Excluded from Computation of Earnings Per Share | 13,421,950 | 11,687,590 |
Warrant [Member] | ||
Total Antidilutive Securities Excluded from Computation of Earnings Per Share | 6,250,676 | 6,459,157 |
Options [Member] | ||
Total Antidilutive Securities Excluded from Computation of Earnings Per Share | 4,832,004 | 3,782,004 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Detail Narrative) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Summary of Significant Accounting Policies (Policies) | ||||
Weighted average impact of warrants | 2,043,835 | 2,043,835 | 2,043,835 | 2,043,835 |
Convertible notes, conversion price | $ 0.75 | $ 0.75 |
Fair Value (Details)
Fair Value (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total [Member] | ||
Accrued compensation - common stock | $ 38,624 | $ 40,021 |
Accrued compensation - warrants | 6,919 | 17,931 |
Accrued interest - warrants | 83,655 | 57,343 |
Accrued interest - warrants - related party | 150,388 | 115,932 |
Derivative liability | 351,900 | |
Balance | 279,586 | 583,127 |
Fair Value, Inputs, Level 1 [Member] | ||
Accrued compensation - warrants | 0 | 0 |
Accrued interest - warrants - related party | 0 | 0 |
Derivative liability | 0 | 0 |
Balance | 0 | 0 |
Accrued compensation - common stock | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Accrued compensation - warrants | 0 | 0 |
Accrued interest - warrants | 0 | |
Accrued interest - warrants - related party | 0 | 0 |
Derivative liability | 0 | 0 |
Balance | 0 | 0 |
Accrued compensation - common stock | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Accrued compensation - warrants | 6,919 | 17,931 |
Accrued interest - warrants - related party | 150,388 | 115,932 |
Derivative liability | 351,900 | |
Balance | 279,586 | 583,127 |
Accrued compensation - common stock | 38,624 | 40,021 |
Accrued interest - warrants | $ 83,655 | $ 57,343 |
Fair Value (Details 1)
Fair Value (Details 1) - Fair Value, Inputs, Level 3 [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility | 110.00% | 110.00% | 110.00% | 110.00% |
Minimum [Member] | ||||
Risk free interest rate | 0.22% | 1.55% | 0.15% | 1.17% |
Expected term (Years) | 4 years | 1 month 10 days | 6 months 7 days | 7 days |
Maximum [Member] | ||||
Risk free interest rate | 0.28% | 1.91% | 1.55% | 2.44% |
Expected term (Years) | 5 years | 5 years | 5 years | 5 years |
Fair value (Details 2)
Fair value (Details 2) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Beginning balance | $ 583,127 |
Accrued compensation - common stock | 10,021 |
Accrued interest - common stock | 56,875 |
Accrued interest - warrants | 26,661 |
Accrued interest - warrants - related party | 35,350 |
Change in fair value | (18,355) |
Issuance of warrants | 30 |
Issuance of common stock | (68,293) |
Reclassification of derivative liabilities to equity | (345,830) |
Ending balance | 279,586 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Accrued Interest [Member] | |
Beginning balance | 173,275 |
Accrued interest - common stock | 56,875 |
Change in fair value | (1,243) |
Issuance of warrants | 0 |
Issuance of common stock | (56,875) |
Ending balance | 234,043 |
Accrued compensation - common stock | 0 |
Accrued interest - warrants | 26,661 |
Accrued interest - warrants - related party | 35,350 |
Reclassification of derivative liabilities to equity | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Accrued Compensation [Member] | |
Beginning balance | 57,952 |
Accrued interest - common stock | 0 |
Change in fair value | (135) |
Issuance of warrants | (10,877) |
Issuance of common stock | (11,418) |
Ending balance | 45,543 |
Accrued compensation - common stock | 10,021 |
Accrued interest - warrants | 0 |
Accrued interest - warrants - related party | 0 |
Reclassification of derivative liabilities to equity | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Derivative Liability [Member] | |
Beginning balance | 351,900 |
Accrued interest - common stock | 0 |
Change in fair value | (16,977) |
Issuance of warrants | 10,907 |
Issuance of common stock | 0 |
Ending balance | 0 |
Accrued compensation - common stock | 0 |
Accrued interest - warrants | 0 |
Accrued interest - warrants - related party | 0 |
Reclassification of derivative liabilities to equity | $ (345,830) |
Fair Value (Details Narrative)
Fair Value (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Reclassification of derivative liabilities to equity | $ 345,830 | $ 0 |
Conversion price amended | $ 0.75 | |
Fair Value, Inputs, Level 3 [Member] | ||
Accrued compensation - common stock | $ 38,624 | |
Common stoock to be issued | 154,495 |
Advance Payable (Details Narrat
Advance Payable (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Sep. 28, 2020 | Jun. 18, 2020 | Sep. 30, 2020 | |
Common Stock Price Per Share | $ 0.75 | ||
On May 6, 2020 [Member] | |||
Common Stock Price Per Share | $ 0.75 | ||
Warrants received in advance | $ 1,000,000 | ||
Fair Value Of Warrants | $ 24,386 | ||
Purchase of warrants | 200,000 | ||
Vested year | 5 years | ||
Partial Repayment | $ 5,000 | $ 5,000 |
Notes Payable and Convertible_2
Notes Payable and Convertible Notes Payable (Details Narrative) - USD ($) | Jul. 06, 2020 | Jul. 29, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Price Per Share | $ 0.75 | $ 0.75 | |||||
Amortization of debt discount | $ (146,109) | $ (3,566) | $ (190,639) | $ (10,095) | |||
Loss on extinguishment of debt | (1,511) | 0 | (134,202) | (1,504) | |||
Repayment of convertible note payable and accrued interest by third party | 100,896 | 133,488 | |||||
Original issue discount in connection with convertible note payable | 58,556 | 6,000 | |||||
Proceeds of Convertible note | 100,000 | 120,000 | |||||
Convertible Notes Payable [Member] | |||||||
Notes Payable, principal amount | $ 145,000 | $ 145,000 | |||||
Debt conversion description | In connection with these extensions, the parties agreed that (i) the Company would issue an aggregate of 227,500 shares of common stock to the holders with a fair value of $56,875 and (ii) a conversion price floor of $0.75 per share would be established. | ||||||
Convertible Notes Payable [Member] | July 29, 2020 [Member] | |||||||
Price Per Share | $ 0.75 | $ 0.75 | |||||
Amortization of debt discount | $ 2,500 | ||||||
Maturity date | Jan. 29, 2021 | ||||||
Vested | 5 years | ||||||
Warrants exercise price | $ 0.95 | ||||||
Fair value of warrants | $ 20,098 | ||||||
Debt instrument original amount | 55,556 | ||||||
Proceeds of notes payable, gross | 500,000 | ||||||
Issuance cost | 2,500 | ||||||
Proceeds from convertible notes payable | $ 497,500 | ||||||
Purchase of Warrants | 146,199 | ||||||
Accrued interest | 13.00% | 13.00% | |||||
Debt conversion description | conversion price of 65% of the lowest volume weighted average price for the ten consecutive trading days ending on the trading day that is immediately prior to the applicable conversion date (the “Default Conversion Price”). The Default Conversion Price shall not apply before March 29, 2021. | ||||||
Convertible Notes Payable [Member] | April 15, 2020 [Member] | |||||||
Notes Payable, principal amount | $ 350,000 | $ 350,000 | |||||
Loss on extinguishment of debt | $ 131,250 | ||||||
Debt conversion description | In connection with these extensions, the Company issued an aggregate of 525,000 shares of common stock to the holders with a fair value of $131,250. The fair value of the common stock was setup as a debt discount and will be amortized over the amended term of the notes. | ||||||
Convertible Notes Payable [Member] | June 18, 2020 [Member] | |||||||
Price Per Share | $ 1.25 | $ 1.25 | |||||
Notes Payable, principal amount | $ 1,500,000 | $ 1,500,000 | |||||
Maturity date | Oct. 31, 2020 | ||||||
Vested | 5 years | ||||||
Proceeds from convertible notes payable | $ 1,500,000 | ||||||
Purchase of Warrants | 1,200,000 | ||||||
Proceeds of Convertible note | $ 500,000 | ||||||
Fair Value Of Warrants | 153,790 | ||||||
Convertible Notes Payable [Member] | March 2, 2020 [Member] | |||||||
Notes Payable, principal amount | 1,500,000 | $ 1,500,000 | |||||
Maturity date | Oct. 28, 2019 | ||||||
Proceeds from convertible notes payable | $ 100,000 | ||||||
Proceeds of Convertible note | 500,000 | ||||||
Convertible Note Payable [Member] | January 3, 2020 [Member] | |||||||
Loss on extinguishment of debt | (1,441) | ||||||
Repayment of convertible note payable and accrued interest by third party | 100,896 | ||||||
Repayment of convertible note payable and accrued interest by third party, Principal amount | 68,000 | ||||||
Repayment of convertible note payable and accrued interest by third party, Interest | 32,896 | ||||||
Convertible Notes Payable Two [Member] | January 10, 2020 [Member] | |||||||
Notes Payable, principal amount | $ 78,000 | $ 78,000 | 78,000 | ||||
Loss on extinguishment of debt | $ 1,511 | ||||||
Maturity date | Jan. 10, 2021 | ||||||
Debt conversion description | The note accrues interest at 12% per annum and matures on January 10, 2021. Any amount of principal or interest which is not paid at maturity shall accrue interest at 22% per annum. The note also includes certain prepayment penalties that provide for payments ranging from 115% to 140% of the then-outstanding principal and interest. The note is convertible at the option of the holder into common stock at 61% of the lowest trading price during the ten (10) consecutive trading days prior to the conversion date at any time during the period which is 180 days following the issuance date of the convertible note and ending on the later of (i) January 10, 2021 or (ii), in the event of default, the date of the payment of the default amount. | ||||||
Interest for the conversion exceeding the maturity | 22.00% | ||||||
Accrued interest | 37,483 | ||||||
Prepayement penalty | $ 115,483 | ||||||
Original issue discount in connection with convertible note payable | $ 3,000 | ||||||
Interest rate | 12.00% | ||||||
Convertible Notes Payable One [Member] | June 3, 2020 [Member] | |||||||
Price Per Share | $ 0.75 | $ 0.75 | |||||
Notes Payable, principal amount | $ 100,000 | $ 100,000 | |||||
Maturity date | Dec. 3, 2020 | ||||||
Vested | 5 years | ||||||
Purchase of Warrants | 50,000 | ||||||
Fair Value Of Warrants | $ 7,466 | ||||||
Repayment of promissiory notes | $ 100,000 | ||||||
Notes Payable [Member] | |||||||
Notes Payable | 1,538,000 | 1,538,000 | |||||
Accrued interest from related party | 587,484 | 587,484 | $ 573,007 | ||||
Amortization of debt discount | 146,109 | 3,566 | 190,639 | 10,095 | |||
Interest expense | 126,867 | $ 102,804 | 308,395 | $ 236,882 | |||
Notes Payable, principal amount | $ 3,038,000 | $ 3,038,000 |
Stockholders Deficiency (Detail
Stockholders Deficiency (Details Narrative) - USD ($) | Feb. 13, 2020 | May 20, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Recognized stock based expense | $ 249,713 | $ 16,129 | |||||||||
General and administrative expenses | $ 908,099 | $ 168,906 | $ 2,015,624 | $ 909,334 | |||||||
Common stock, shares issued | 29,965,043 | 29,965,043 | 27,076,762 | ||||||||
Common stock value | $ 29,965 | $ 29,965 | $ 27,077 | ||||||||
Price Per Share | $ 0.75 | $ 0.75 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Issuance of placement agent warrants | $ 10,907 | 0 | |||||||||
Common stock to be issued to placement agent | 666,649 | ||||||||||
Warrant [Member] | |||||||||||
General and administrative expenses | $ 4,322 | ||||||||||
Options exercise price | $ 0.75 | $ 0.75 | |||||||||
Fair Value Of Warrants | $ 16,129 | ||||||||||
Issuance of placement agent warrants | $ 10,907 | ||||||||||
Common stock to be issued to placement agent | 66,653 | 100,000 | |||||||||
Common share price | $ 0.75 | $ 0.75 | |||||||||
January 29, 2020 [Member] | |||||||||||
Private placement memorandum description | The Board of Directors extended date of the PPM to May 30, 2020,the Board of Directors extended the expiration date of the PPM to july 29,2020. | ||||||||||
Convertible Notes Payable [Member] | August 19, 2020 [Member] | Warrant [Member] | |||||||||||
Options exercise price | $ 0.75 | ||||||||||
Stock option exercised | 1,598,000 | ||||||||||
Vested | 5 years | ||||||||||
Fair Value Of Warrants | $ 247,700 | ||||||||||
Convertible Notes Payable [Member] | August 19, 2020 [Member] | Options [Member] | |||||||||||
Options exercise price | $ 0.75 | ||||||||||
Stock option exercised | 1,050,000 | ||||||||||
Fair value of options | $ 103,600 | ||||||||||
Vested | 5 years | ||||||||||
Convertible Notes Payable [Member] | August 20, 2020 [Member] | |||||||||||
Options exercise price | $ 0.75 | ||||||||||
Stock option exercised | 200,000 | ||||||||||
Vested | 5 years | ||||||||||
Fair Value Of Warrants | $ 32,200 | ||||||||||
Common Stock [Member] | |||||||||||
Recognized stock based expense | $ 0 | $ 0 | |||||||||
Common stock, shares issued | 1,270,000 | 25,671 | 1,270,000 | ||||||||
Common stock value | $ 317,500 | $ 6,418 | $ 317,500 | ||||||||
Common stock to be issued to placement agent | |||||||||||
Common stock issued in exchange of accrued interest | 265,534 | 265,534 | |||||||||
Fair value of common stock | $ 66,649 | $ 66,649 | |||||||||
Common stock, Aggregate amount | 199,151 | 199,151 | |||||||||
Gain on exchange on accrued interest | $ 132,502 | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Weighted average life | 8 months 12 days | ||||||||||
Stock Dividend | $ 226,191 | $ 197,911 | $ 649,381 | 534,919 | |||||||
Common stock, shares issued | 574,576 | 574,576 | |||||||||
Common stock value | $ 430,905 | $ 430,905 | |||||||||
Price Per Share | $ 0.75 | $ 0.75 | |||||||||
Common stock, par value | $ 0.75 | $ 0.75 | |||||||||
Series A Convertible Preferred Stock [Member] | January 29, 2020 through March 31, 2020 [Member] | |||||||||||
General and administrative expenses | $ 9,375 | 9,375 | $ 314,375 | 314,375 | |||||||
Proceeds from issuance of shares | $ 10,000,000 | ||||||||||
Series A convertible preferred stock, Descriptions | The Company received aggregate proceeds of $728,347 through the sale of 97,112 shares of Series A Convertible Preferred Stock at $7.50 per share. | ||||||||||
Sale of stock shares sold | 1,333,333 | ||||||||||
Stock-Based Compensation [Member] | |||||||||||
Recognized stock based expense | 349,050 | 826,785 | $ 686,472 | 830,534 | |||||||
Research and development expenses | 825,100 | 825,100 | |||||||||
General and administrative expenses | $ 1,695 | $ 5,434 | |||||||||
Unrecognized stock based expenes | $ 35,574 | $ 35,574 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Research and development - related party | $ 0 | $ 33,333 | $ 111,667 | $ 83,333 | |
Warrant [Member] | |||||
Exercise price | $ 0.75 | $ 0.75 | |||
Accrued interest related party | 150,388 | $ 115,932 | |||
Warrants exchanged to acquire common shares | 981,500 | 756,500 | |||
Penalties of warrants | $ 459,000 | $ 459,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Collection action promissory note in the principal amount | $ 250,000 | |||||
Accrued Expenses, current | $ 1,037,866 | $ 1,037,866 | $ 1,051,961 | |||
MD Anderson [Member] | ||||||
Research and development expenses | 237,546 | $ 249,171 | 600,017 | $ 1,230,411 | ||
Accrued Expenses, current | $ 462,785 | $ 462,785 | $ 382,398 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 01, 2020 | Oct. 15, 2020 | Oct. 07, 2020 | Oct. 20, 2020 | Oct. 16, 2020 | Sep. 30, 2020 |
Price Per Share | $ 0.75 | |||||
Convertible Notes Payable [Member] | ||||||
Convertible note payable, principal amount | $ 145,000 | |||||
Subsequent [Member] | Stock Options [Member] | ||||||
Purchase of options | 500,000 | |||||
Exercise price | $ 0.75 | |||||
Vested Year | 5 years | |||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||||
Exercise price | $ 1.25 | $ 1.25 | ||||
Vested Year | 5 years | 5 years | ||||
Purchase of Warrants | 40,000 | 80,000 | ||||
Convertible note payable, principal amount | $ 50,000 | $ 100,000 | ||||
Convertible notes payable, maturity date | Apr. 20, 2021 | Apr. 15, 2021 | ||||
Price Per Share | $ 7.50 | $ 7.50 | ||||
Accrued interest | 8.00% | 8.00% | ||||
Subsequent Event [Member] | Stock Warrants [Member] | ||||||
Exercise price | $ 0.75 | |||||
Purchase of Warrants | 1,995,376 | 200,000 | ||||
Net Proceeds | $ 1,995 |