Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Apr. 22, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Accelerated Pharma, Inc. | |
Entity Central Index Key | 0001630970 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
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 | 4,231,460 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 14,117 | $ 18,871 |
Total current assets | 14,117 | 18,871 |
Property, plant and equipment, net of depreciation | 126 | 618 |
Total Assets | 14,243 | 19,489 |
Current liabilities: | ||
Accounts payable | 907,837 | 895,246 |
Accrued interest payable | 1,796,783 | 1,457,543 |
Accrued expenses | 50,303 | |
Notes payable, related party | 35,000 | 35,000 |
Notes payable | 325,035 | 125,005 |
Convertible notes payable, net of discount and issuance costs of $0 and $35,414 as of September 30, 2019 and December 31, 2018 | 5,411,000 | 5,355,586 |
Total liabilities | 8,525,958 | 7,868,380 |
Commitments and contingencies | ||
Stockholders' deficiency: | ||
Preferred stock, value | ||
Common stock, $0.00001 par value; 500,000,000 shares authorized; 4,231,460 shares issued and outstanding at September 30, 2019 and December 31, 2018 | 43 | 43 |
Additional paid in capital | 4,685,453 | 4,685,453 |
Accumulated deficit | (13,136,794) | (12,473,436) |
Accumulated other comprehensive loss | (60,418) | (60,952) |
Total stockholders' deficiency | (8,511,715) | (7,848,891) |
Total Liabilities and Stockholders' equity (deficiency) | 14,243 | 19,489 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' deficiency: | ||
Preferred stock, value | 1 | 1 |
Total stockholders' deficiency | 1 | 1 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' deficiency: | ||
Preferred stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Discount and issuance costs | $ 0 | $ 35,414 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 4,231,460 | 4,231,460 |
Common stock, shares outstanding | 4,231,460 | 4,231,460 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 180,000 | 180,000 |
Preferred stock, shares issued | 100,000 | 100,000 |
Preferred stock, shares outstanding | 100,000 | 100,000 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating expenses: | ||||
General and administrative | $ 42,644 | $ 11,480 | $ 230,741 | $ 97,025 |
Research and development | 454 | 57,714 | ||
Total operating expenses | 43,098 | 11,480 | 288,455 | 97,025 |
Loss from operations | (43,098) | (11,480) | (288,455) | (97,025) |
Other (income)/expenses | ||||
Foreign currency exchange loss | 41 | (10,408) | (248) | (35,128) |
Interest expense | (126,296) | (131,543) | (374,655) | (388,961) |
Total other expense | (126,255) | (141,951) | (374,903) | (424,089) |
Net loss | $ (169,353) | $ (153,431) | $ (663,358) | $ (521,114) |
Net loss per common share, basic and diluted | $ (0.04) | $ (0.04) | $ (0.16) | $ (0.12) |
Weighted average common shares outstanding, basic and diluted | 4,231,360 | 4,231,360 | 4,231,360 | 4,231,360 |
Comprehensive income/ (loss): | ||||
Net loss | $ (169,353) | $ (153,431) | $ (663,358) | $ (521,114) |
Foreign currency transaction gain (loss) | (39) | 11,830 | 534 | 35,141 |
Total comprehensive loss | $ (169,392) | $ (141,601) | $ (662,824) | $ (485,973) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficiency (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Series A Convertible Preferred Stock [Member] | ||||
Beginning balance | $ 1 | $ 1 | ||
Beginning balance, shares | 100,000 | 100,000 | ||
Reclassify derivative liability to equity | ||||
Waived executive officer/shareholder accrued compensation | ||||
Foreign currency translation adjustment | ||||
Net loss | ||||
Ending balance | $ 1 | $ 1 | $ 1 | $ 1 |
Ending balance, shares | 100,000 | 100,000 | 100,000 | 100,000 |
Series C Convertible Preferred Stock [Member] | ||||
Beginning balance | ||||
Beginning balance, shares | ||||
Reclassify derivative liability to equity | ||||
Waived executive officer/shareholder accrued compensation | ||||
Foreign currency translation adjustment | ||||
Net loss | ||||
Ending balance | ||||
Ending balance, shares | ||||
Common Stock [Member] | ||||
Beginning balance | $ 43 | $ 43 | ||
Beginning balance, shares | 4,231,460 | 4,231,460 | ||
Reclassify derivative liability to equity | ||||
Waived executive officer/shareholder accrued compensation | ||||
Foreign currency translation adjustment | ||||
Net loss | ||||
Ending balance | $ 43 | $ 43 | $ 43 | $ 43 |
Ending balance, shares | 4,231,460 | 4,231,460 | 4,231,460 | 4,231,460 |
Additional Paid-In Capital [Member] | ||||
Beginning balance | $ 4,685,453 | $ 4,324,702 | ||
Reclassify derivative liability to equity | 84,007 | |||
Waived executive officer/shareholder accrued compensation | 276,744 | |||
Foreign currency translation adjustment | ||||
Net loss | ||||
Ending balance | $ 4,685,453 | $ 4,685,453 | 4,685,453 | 4,685,453 |
Accumulated Deficit [Member] | ||||
Beginning balance | (12,473,436) | (11,659,277) | ||
Reclassify derivative liability to equity | (83,883) | |||
Waived executive officer/shareholder accrued compensation | ||||
Foreign currency translation adjustment | ||||
Net loss | (663,358) | (730,276) | ||
Ending balance | (12,136,794) | (12,473,436) | (12,136,794) | (12,473,436) |
Accumulated Other Comprehensive Loss [Member] | ||||
Beginning balance | (60,952) | (95,903) | ||
Reclassify derivative liability to equity | ||||
Foreign currency translation adjustment | 534 | 35,141 | ||
Net loss | ||||
Ending balance | (60,418) | (60,762) | (60,418) | (60,762) |
Beginning balance | (7,848,891) | (7,430,434) | ||
Reclassify derivative liability to equity | 124 | |||
Waived executive officer/shareholder accrued compensation | 276,744 | |||
Foreign currency translation adjustment | (39) | 11,830 | 534 | 35,141 |
Net loss | (169,353) | (153,431) | (663,358) | (521,114) |
Ending balance | $ (8,511,715) | $ (7,848,891) | $ (8,511,715) | $ (7,848,891) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (663,358) | $ (521,114) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 492 | 1,745 |
Amortization of debt discount and issuance costs | 35,414 | 52,073 |
Changes in operating assets and liabilities: | ||
Accounts payable | 12,577 | (24,944) |
Accrued expenses | 50,303 | |
Accrued compensation | 35,371 | |
Accrued interest payable | 339,240 | 330,904 |
Total adjustments | 438,026 | 395,149 |
Net cash used in operating activities | (225,332) | (125,965) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from short-term notes payable | 200,030 | |
Proceeds from convertible notes payable | 20,000 | 110,000 |
Net cash provided by financing activities | 220,030 | 110,000 |
Effect of currency rate change on cash | 548 | (219) |
Net increase (decrease) in cash | (4,754) | (16,184) |
Cash, beginning of period | 18,871 | 26,818 |
Cash, end of period | 14,117 | 10,634 |
Non-cash investing and financing activities: | ||
Reclassify fair value of warrant liabilities to equity | 124 | |
SUPPLEMENTAL INFORMATION: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Business
Business | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Business | NOTE 1 BUSINESS Accelerated Pharma, Inc. (the “Company”), a Delaware corporation organized May 12, 2014, is a biopharmaceutical company focused on utilizing its genomic technology to enhance the development and commercialization of pharmaceutical products. The Company’s lead product candidate is Picoplatin, a new generation platinum-based cancer therapy that has the potential for use in different formulations, as a single agent or in combination with other anti-cancer agents, to treat multiple cancer indications. The Company’s primary activities since inception have been research and development, managing collaborations, and raising capital. On January 15, 2015, the Company formed a wholly owned subsidiary, Acceler Limited Liability Company (“Acceler”), in the Russian Federation, for the purpose of conducting research and development. Effective January 15, 2020, pursuant to authority granted by the stockholders of the Company, the Company implemented a 1-for-1.47 reverse split of the Company’s issued and outstanding common stock (the “Reverse Split”). All share and per share information has been retroactively adjusted to reflect the Reverse Split for all periods presented (see Note 8). 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, instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual 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 statements of the Company as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018. The results of operations for the nine months ended September 30, 2019 are not necessarily indicative of the operating results for the full year ending December 31, 2019, or any other period. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related disclosures of the Company as of December 31, 2018 and for the year then ended, which are included elsewhere in this document. |
Going Concern and Management's
Going Concern and Management's Liquidity Plans | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management's Liquidity Plans | NOTE 2 GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of September 30, 2019, the Company had cash of $14,117 and a working capital deficit of $8,493,543. During the nine months ended September 30, 2019, the Company used net cash in operating activities of $225,332. The Company has not yet generated revenue and has incurred net losses since inception. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of the condensed consolidated financial statements. During the nine months ended September 30, 2019, the Company raised aggregate net proceeds of $200,030 through the issuance of notes payable – short-term and convertible (see Note 5 – Notes Payable – Short-Term Convertible Debt The Company’s primary source of operating funds since inception has been cash proceeds from the private placements of convertible debt and short-term debt. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables and indebtedness, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“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 consolidated 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 3 SIGNIFICANT ACCOUNTING POLICIES Consolidation The condensed consolidated financial statements include the accounts of Accelerated Pharma, Inc. and its wholly owned subsidiary, Acceler. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, assumptions used in the fair value of equity instruments, the valuation allowance against deferred tax assets, and the estimates of fair value of warrant liabilities. Foreign Currency Translation The operations of Acceler are conducted in local currency, which represents its functional currency. The balance sheet accounts of Acceler were translated from foreign currency into U.S. dollars at the exchange rate in effect at the balance sheet date and income statement accounts were translated at the average rate of exchange prevailing during the period. Equity accounts are translated at historical rates, except for the change in accumulated deficit during the period, which is the result of the income statement translation process. Translation adjustments resulting from this process, were included in accumulated other comprehensive loss on the accompanying condensed consolidated balance sheets. Comprehensive Loss Comprehensive loss consists of net loss and other gains and losses affecting equity that are excluded from net loss, which consists of foreign currency translation. The exchange rates used to translate amounts in Russian rubles (“RUB”) into U.S. Dollars (“USD”) for the purposes of preparing the condensed consolidated financial statements were as follows: Balance Sheets: September 30, 2019 2018 Period-end RUB: USD exchange rate $ 64.4156 $ 65.5906 Statements of Operations: For the Nine Months Ended September 30, 2019 2018 Average Period RUB: USD exchange rate $ 64.5685 $ 61.7324 Net Loss per Share of Common Stock The Company computes basic net loss per share by dividing net loss per share available 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, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the nine months ended September 30, 2019 and 2018 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share as of September 30, 2019 and 2018 are as follows: September 30, 2019 2018 Common stock issuable upon conversion of convertible debt and accrued interest 1,611,359 1,823,607 Warrants to purchase common stock 134,908 145,863 Warrants to purchase Series A convertible preferred stock 266,667 392,000 Options to purchase common stock 210,000 436,100 Series A convertible preferred stock 350,000 490,000 Totals 2,572,934 2,469,722 Recent Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ( ) Revenue from Contracts with Customers In July 2019, the FASB issued ASU 2019-07, “Codification Updates to SEC Sections — Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates (SEC Update)” (“ASU 2019-07”). ASU 2019-07 aligns the guidance in various SEC sections of the Codification with the requirements of certain SEC final rules. ASU 2019-07 is effective immediately. The adoption of ASU 2019-07 did not have a material impact on the Company’s unaudited condensed consolidated financial statements. In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses” (“ASU 2019-11”). ASU 2019-11 is an accounting pronouncement that amends ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments update guidance on reporting credit losses for financial assets. These amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. All entities may adopt the amendments through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is currently evaluating ASU 2019-11 and its impact on its condensed consolidated financial statements and financial statement disclosures. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This update for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in any interim period for periods for which financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. The Company is currently evaluating ASU 2019-12 and its impact on its condensed consolidated financial statements and financial statement disclosures. Reclassification Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are 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 condensed consolidated financial statements, except as disclosed. |
Out-of-Period Adjustment
Out-of-Period Adjustment | 9 Months Ended |
Sep. 30, 2019 | |
Out-of-period Adjustment | |
Out-of-Period Adjustment | NOTE 4 OUT-OF-PERIOD ADJUSTMENT During the nine months ended September 30, 2019, the Company discovered an error which occurred during the three months ended March 31, 2017, and impacts the Company’s annual and interim financial statements for the years ended December 31, 2017 and 2018. The Company evaluated such error in accordance with Staff Accounting Bulletin (“SAB”) 108 and determined that such error was immaterial to the current and prior periods. Accordingly, the Company corrected the error during the nine months ended September 30, 2019, by recording approximately $53,000 of research and development expense related to 2017 services provided by a vendor. Between January 1, 2019 and September 30, 2019, the Company entered into separate securities purchase and loan agreements with five investors (the “Lenders”) pursuant to which the Company issued to the Lenders promissory notes in the aggregate principal amount of $200,030 (the “2019 Short-term Notes”). The 2019 Short-term Notes, as amended, have (a) no conversion rights, (b) bear interest at 6% per annum payable at maturity, and (c) are due at the earlier of: (i) December 31, 2019, depending on the note; or (ii) the receipt by the Company of proceeds from a financing of at least $500,000 pursuant to a registration statement filed with the Securities and Exchange Commission. As an inducement to the Lenders and in connection with the issuance of the 2019 Short-term Notes, the Company agreed to issue to the Lenders a total of 34,060 Class B Warrants. The Class B Warrants have an exercise price of $6.47 per share and are exercisable for three years upon the effectiveness of a registration statement. The aggregate issuance date fair value of the Class B Warrants was determined to be de minimis. |
Convertible Debt
Convertible Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Debt | NOTE 5 CONVERTIBLE DEBT Effective as of January 30, 2019, the Company entered into a note extension agreement, as amended (the “Extension Agreement”) with certain holders of the Company’s convertible debt. The Company and the noteholders mutually agreed to extensions of the maturity date of their debt from maturity dates ranging from January 31, 2019 to August 31, 2019 to a new maturity date of December 31, 2019 and to waive any defaults. Upon the effective date of the Unit Offering, (i) certain noteholders agreed to mandatorily convert their respective debt in the aggregate principal amount of $3,901,000, plus the respective accrued interest on such principal, into shares of the Company’s common stock at a price of $1.60 per share and (ii) certain other noteholders agreed to mandatorily convert respective debt in the aggregate principal amount of $1,035,000, plus respective accrued interest, into an amount of shares of the Company’s Series C Convertible Preferred Stock equivalent to if the holders had converted such outstanding indebtedness into common stock at a price of $1.60 per share. The Company accounted for the Extension Agreement as a modification and, as a result, no gain or loss was recorded during the nine months ended September 30, 2019 related to the Extension Agreement. Additionally, the Company determined that (i) that the conversion option should not be bifurcated and accounted for as a derivative liability since there is currently no market for the Company’s common stock, and (ii) the mandatory conversion option represented a contingent beneficial conversion feature which would be accounted for at the time the contingency was resolved. As of September 30, 2019, convertible debt in the principal amount of $110,000 was past maturity. During the nine months ended September 30, 2019, the Company entered into a securities purchase and loan agreement with an investor pursuant to which the Company issued to the investor a convertible note payable in the aggregate principal amount of $20,000. The convertible note matures (a) on April 9, 2020, (b) bears interest at a rate of 10% per annum payable at maturity, and (c) is convertible starting 180 days from the issuance date of the note at a conversion price equal to the great of (i) $0.25 per share or (ii) 50% of the market price of the Company’s common stock, as defined within the note. The Company determined that the conversion option will be accounted for at the time the note becomes convertible. The note has a prepayment premium, whereby, in the event that the Company elects to prepay the note during the one hundred eighty-day period following the issue date, the holder is entitled to receive a prepayment premium of up to 45% on the then outstanding principal balance and accrued interest. |
Notes Payable - Related Party
Notes Payable - Related Party | 9 Months Ended |
Sep. 30, 2019 | |
Notes Payable - Related Party | |
Notes Payable - Related Party | NOTE 6 NOTES PAYABLE – RELATED PARTY During the nine months ended September 30, 2019, the Company amended and restated a $35,000 promissory note with a related party. The agreement extended the previous maturity date from August 20, 2019 to May 31, 2020. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 7 STOCKHOLDERS’ EQUITY On May 31, 2019, the Company’s board of directors and majority stockholders approved an increase to the number of authorized shares of Series C Convertible Preferred Stock from 7,000 shares to 15,000 shares. On June 6, 2019, the Company’s board of directors and majority stockholders approved an increase to (i) the number of authorized shares of common stock from 45,000,000 shares of common stock to 500,000,000 shares of common stock and (ii) the number of authorized shares of preferred stock from 5,000,000 shares of preferred stock to 20,000,000 shares of preferred stock. Effective January 15, 2020, pursuant to authority granted by the stockholders of the Company, the Company implemented a 1-for-1.47 reverse split of the Company’s issued and outstanding common stock. All share and per share information has been retroactively adjusted to reflect the Reverse Split for all periods presented (see Note 1). |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 SUBSEQUENT EVENTS Notes Payable Subsequent to September 30, 2019, the Company entered into a securities purchase and loan agreement with an investor pursuant to which the Company issued to the investor a note payable in the principal amount of $20,010. The note matures on the earlier of (a) March 31, 2020, or (b) the receipt of the Company of proceeds of at least $500,000 from the Unit Offering, and bears interest at a rate of 2% per month payable at maturity. In connection with the note issuance, the Company has agreed to issue the investor Class B Warrants to purchase 65,000 shares of the Company’s common stock. Convertible Debt Subsequent to September 30, 2019, the Company entered into a securities purchase and loan agreement with an investor pursuant to which the Company issued to the investor a convertible note payable in the principal amount of $7,000. The convertible note matures (a) on June 9, 2020, (b) bears interest at a rate of 10% per annum payable at maturity, and (c) is convertible starting 180 days from the issuance date of the note at a conversion price equal to the greater of (i) $0.25 per share or (ii) 50% of the market price of the Company’s common stock, as defined within the note. The note has a prepayment premium, whereby, in the event that the Company elects to prepay the note during the one hundred eighty-day period following the issue date, the holder is entitled to receive a prepayment premium of up to 45% on the then outstanding principal balance and accrued interest. Reverse Stock Split Effective January 15, 2020, pursuant to authority granted by the stockholders of the Company, the Company implemented a 1-for-1.47 reverse split of the Company’s issued and outstanding common stock (the “Reverse Split”). All share and per share information has been retroactively adjusted to reflect the Reverse Split for all periods presented (see Note 8). |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The condensed consolidated financial statements include the accounts of Accelerated Pharma, Inc. and its wholly owned subsidiary, Acceler. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, assumptions used in the fair value of equity instruments, the valuation allowance against deferred tax assets, and the estimates of fair value of warrant liabilities. |
Foreign Currency Translation | Foreign Currency Translation The operations of Acceler are conducted in local currency, which represents its functional currency. The balance sheet accounts of Acceler were translated from foreign currency into U.S. dollars at the exchange rate in effect at the balance sheet date and income statement accounts were translated at the average rate of exchange prevailing during the period. Equity accounts are translated at historical rates, except for the change in accumulated deficit during the period, which is the result of the income statement translation process. Translation adjustments resulting from this process, were included in accumulated other comprehensive loss on the accompanying condensed consolidated balance sheets. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and other gains and losses affecting equity that are excluded from net loss, which consists of foreign currency translation. The exchange rates used to translate amounts in Russian rubles (“RUB”) into U.S. Dollars (“USD”) for the purposes of preparing the condensed consolidated financial statements were as follows: Balance Sheets: September 30, 2019 2018 Period-end RUB: USD exchange rate $ 64.4156 $ 65.5906 Statements of Operations: For the Nine Months Ended September 30, 2019 2018 Average Period RUB: USD exchange rate $ 64.5685 $ 61.7324 |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock The Company computes basic net loss per share by dividing net loss per share available 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, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the nine months ended September 30, 2019 and 2018 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share as of September 30, 2019 and 2018 are as follows: September 30, 2019 2018 Common stock issuable upon conversion of convertible debt and accrued interest 1,611,359 1,823,607 Warrants to purchase common stock 134,908 145,863 Warrants to purchase Series A convertible preferred stock 266,667 392,000 Options to purchase common stock 210,000 436,100 Series A convertible preferred stock 350,000 490,000 Totals 2,572,934 2,469,722 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ( ) Revenue from Contracts with Customers In July 2019, the FASB issued ASU 2019-07, “Codification Updates to SEC Sections — Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates (SEC Update)” (“ASU 2019-07”). ASU 2019-07 aligns the guidance in various SEC sections of the Codification with the requirements of certain SEC final rules. ASU 2019-07 is effective immediately. The adoption of ASU 2019-07 did not have a material impact on the Company’s unaudited condensed consolidated financial statements. In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses” (“ASU 2019-11”). ASU 2019-11 is an accounting pronouncement that amends ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments update guidance on reporting credit losses for financial assets. These amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. All entities may adopt the amendments through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is currently evaluating ASU 2019-11 and its impact on its condensed consolidated financial statements and financial statement disclosures. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This update for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in any interim period for periods for which financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. The Company is currently evaluating ASU 2019-12 and its impact on its condensed consolidated financial statements and financial statement disclosures. |
Reclassification | Reclassification Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss. |
Subsequent Events | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are 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 condensed consolidated financial statements, except as disclosed. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Foreign Currency Translation Exchange Rate | The exchange rates used to translate amounts in Russian rubles (“RUB”) into U.S. Dollars (“USD”) for the purposes of preparing the condensed consolidated financial statements were as follows: Balance Sheets: September 30, 2019 2018 Period-end RUB: USD exchange rate $ 64.4156 $ 65.5906 Statements of Operations: For the Nine Months Ended September 30, 2019 2018 Average Period RUB: USD exchange rate $ 64.5685 $ 61.7324 |
Schedule of Potentially Dilutive Securities Excluded from Computation of Net Loss Per Share | Potentially dilutive securities excluded from the computation of basic and diluted net loss per share as of September 30, 2019 and 2018 are as follows: September 30, 2019 2018 Common stock issuable upon conversion of convertible debt and accrued interest 1,611,359 1,823,607 Warrants to purchase common stock 134,908 145,863 Warrants to purchase Series A convertible preferred stock 266,667 392,000 Options to purchase common stock 210,000 436,100 Series A convertible preferred stock 350,000 490,000 Totals 2,572,934 2,469,722 |
Business (Details Narrative)
Business (Details Narrative) | Jan. 15, 2020 |
Subsequent Event [Member] | |
Reverse split | 1-for-1.47 reverse split |
Going Concern and Management'_2
Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 14,117 | $ 18,871 | |
Working capital deficit | (8,493,543) | ||
Net cash in operating activities | (225,332) | $ (125,965) | |
Proceeds from issuance of notes payable | 200,030 | ||
Proceeds from issuance of equity | $ 3,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Schedule of Foreign Currency Translation Exchange Rate (Details) - RUB [Member] | Sep. 30, 2019 | Sep. 30, 2018 |
Period-End Exchange Rate [Member] | ||
Foreign currency exchange rate, translation | 64.4156 | 65.5906 |
Average Period Exchange Rate [Member] | ||
Foreign currency exchange rate, translation | 64.5685 | 61.7324 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Potentially Dilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Totals | 2,572,934 | 2,469,722 |
Common Stock Issuable Upon Conversion of Convertible Debt and Accrued Interest [Member] | ||
Totals | 1,611,359 | 1,823,607 |
Warrants To Purchase Common Stock [Member] | ||
Totals | 134,908 | 145,863 |
Warrants To Purchase Series A Convertible Preferred Stock [Member] | ||
Totals | 266,667 | 392,000 |
Options To Purchase Common Stock [Member] | ||
Totals | 210,000 | 436,100 |
Series A Convertible Preferred Stock [Member] | ||
Totals | 350,000 | 490,000 |
Out-of-Period Adjustment (Detai
Out-of-Period Adjustment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Research and development expense | $ 454 | $ 57,714 | ||
Debt maturity date | May 31, 2020 | |||
2019 Short-Term Notes [Member] | Lenders [Member] | Class B Warrants [Member] | ||||
Number of warrants issued | 34,060 | 34,060 | ||
Warrant exercise price | $ 6.47 | $ 6.47 | ||
Securities Purchase and Loan Agreements [Member] | 2019 Short-Term Notes [Member] | Lenders [Member] | ||||
Debt principal amount | $ 200,030 | $ 200,030 | ||
Debt interest rate | 6.00% | 6.00% | ||
Debt maturity date | Dec. 31, 2019 | |||
Debt maturity date, description | Due at the earlier of: (i) December 31, 2019, depending on the note; or (ii) the receipt by the Company of proceeds from a financing of at least $500,000 pursuant to a registration statement filed with the Securities and Exchange Commission. | |||
2017 Vendor Services [Member] | ||||
Research and development expense | $ 53,000 |
Convertible Debt (Details Narra
Convertible Debt (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Jan. 30, 2019 | Sep. 30, 2019 | |
Debt maturity date | May 31, 2020 | |
Extension Agreement [Member] | ||
Debt maturity date | Aug. 31, 2019 | |
Convertible debt | $ 110,000 | |
Extension Agreement [Member] | Noteholders [Member] | ||
Debt principal amount | $ 3,901,000 | |
Debt conversion price per share | $ 1.60 | |
Extension Agreement [Member] | Other Noteholders [Member] | ||
Debt principal amount | $ 1,035,000 | |
Debt conversion price per share | $ 1.60 | |
Securities Purchase and Loan Agreements [Member] | Investor [Member] | Convertible Note Payable [Member] | ||
Debt maturity date | Apr. 9, 2020 | |
Debt principal amount | $ 20,000 | |
Debt conversion price per share | $ 0.25 | |
Debt interest rate | 10.00% | |
Debt conversion description | Convertible starting 180 days from the issuance date of the note at a conversion price equal to the great of (i) $0.25 per share or (ii) 50% of the market price of the Company's common stock, as defined within the note. | |
Prepayment premium percentage | 45.00% |
Notes Payable - Related Party (
Notes Payable - Related Party (Details Narrative) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Notes Payable Related Party Details Narrative Abstract | |
Promissory note to related party | $ 35,000 |
Debt maturity date | May 31, 2020 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - shares | Jan. 15, 2020 | Sep. 30, 2019 | Jun. 06, 2019 | Jun. 05, 2019 | May 31, 2019 | May 30, 2019 | Dec. 31, 2018 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||
Subsequent Event [Member] | |||||||
Reverse split | 1-for-1.47 reverse split | ||||||
Common Stock [Member] | |||||||
Common stock, shares authorized | 500,000,000 | 45,000,000 | |||||
Preferred Stock [Member] | |||||||
Preferred stock, shares authorized | 2,000,000 | 5,000,000 | |||||
Series C Convertible Preferred Stock [Member] | |||||||
Preferred stock, shares authorized | 15,000 | 7,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 15, 2020 | Apr. 22, 2020 | Sep. 30, 2019 |
Debt maturity date | May 31, 2020 | ||
Securities Purchase and Loan Agreements [Member] | Convertible Note Payable [Member] | Investor [Member] | |||
Debt principal amount | $ 20,000 | ||
Debt maturity date | Apr. 9, 2020 | ||
Debt interest rate | 10.00% | ||
Debt conversion price per share | $ 0.25 | ||
Debt conversion description | Convertible starting 180 days from the issuance date of the note at a conversion price equal to the great of (i) $0.25 per share or (ii) 50% of the market price of the Company's common stock, as defined within the note. | ||
Prepayment premium percentage | 45.00% | ||
Subsequent Event [Member] | |||
Reverse split | 1-for-1.47 reverse split | ||
Subsequent Event [Member] | Securities Purchase and Loan Agreements [Member] | Note Payable [Member] | Investor [Member] | |||
Debt principal amount | $ 20,010 | ||
Debt maturity date | Mar. 31, 2020 | ||
Debt maturity date, description | The note matures on the earlier of (a) March 31, 2020, or (b) the receipt of the Company of proceeds of at least $500,000 from the Unit Offering, and bears interest at a rate of 2% per month payable at maturity. | ||
Proceeds from unit offering | $ 500,000 | ||
Debt interest rate | 2.00% | ||
Subsequent Event [Member] | Securities Purchase and Loan Agreements [Member] | Note Payable [Member] | Investor [Member] | Class B Warrants [Member] | |||
Warrants to purchase shares | 65,000 | ||
Subsequent Event [Member] | Securities Purchase and Loan Agreements [Member] | Convertible Note Payable [Member] | Investor [Member] | |||
Debt principal amount | $ 7,000 | ||
Debt maturity date | Jun. 9, 2020 | ||
Debt maturity date, description | The convertible note matures (a) on June 9, 2020, (b) bears interest at a rate of 10% per annum payable at maturity | ||
Debt conversion price per share | $ 0.25 | ||
Debt conversion description | Convertible starting 180 days from the issuance date of the note at a conversion price equal to the greater of (i) $0.25 per share or (ii) 50% of the market price of the Company's common stock, as defined within the note. | ||
Prepayment premium percentage | 45.00% |