Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 11, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | Aditx Therapeutics, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 12,279,692 | |
Amendment Flag | false | |
Entity Central Index Key | 0001726711 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 001-38561 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 13,715,534 | $ 4,090 |
Prepaid expenses | 238,308 | |
ROU asset - short term | 324,289 | |
TOTAL CURRENT ASSETS | 14,278,131 | 4,090 |
Fixed Assets | 157,738 | |
Deferred offering costs | 119,442 | |
ROU asset - long term | 870,311 | |
Deposits | 61,586 | |
TOTAL ASSETS | 15,367,766 | 123,532 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 422,601 | 1,847,458 |
Accrued compensation to related parties | 3,668 | 962,651 |
Notes payable - related party | 10,000 | |
Notes payable, net of discount | 155,600 | |
Deferred rent | 2,615 | |
Lease liability - short term | 326,904 | |
TOTAL CURRENT LIABILITIES | 755,788 | 2,975,709 |
Lease liability - long term | 865,081 | |
TOTAL LIABILITIES | 1,620,869 | 2,975,709 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock, $0.001 par value, 3,000,000 shares authorized, zero shares issued and outstanding, respectively | ||
Common stock, $0.001 par value, 27,000,000 shares authorized, 11,823,545 and 3,915,900 shares issued and 11,722,742 and 3,821,087 shares outstanding, respectively | 11,827 | 3,916 |
Treasury stock, 100,803 and 94,813 shares, respectively | (201,605) | (189,625) |
Additional paid-in capital | 30,134,728 | 9,063,483 |
Accumulated deficit | (16,198,053) | (11,729,951) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 13,746,897 | (2,852,177) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 15,367,766 | $ 123,532 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 27,000,000 | 27,000,000 |
Common stock, shares issued | 11,823,545 | 3,915,900 |
Common stock, shares outstanding | 11,722,742 | 3,821,087 |
Treasury stock | 100,803 | 94,813 |
Statements of Operations (Unaud
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 | ||||
General and administrative expenses | $ 2,453,725 | $ 1,060,346 | $ 3,677,490 | $ 4,771,567 |
Research and development | 285,813 | 19,603 | 514,478 | 108,449 |
Sales and marketing | 5,000 | 7,848 | 147 | |
Total Operating Expenses | 2,744,538 | 1,079,949 | 4,199,816 | 4,880,163 |
NET LOSS FROM OPERATIONS | (2,744,538) | (1,079,949) | (4,199,816) | (4,880,163) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (454) | (902) | (1,481) | |
Interest income | 116 | 116 | ||
Gain on forgiveness of debt | 32,500 | 45,000 | ||
Amortization of debt discount | (300,000) | |||
Total Other Income (Expense) | 116 | (454) | (268,286) | 43,519 |
Net loss before income taxes | (2,744,422) | (1,080,403) | (4,468,102) | (4,836,644) |
Income tax provision | ||||
NET LOSS | $ (2,744,422) | $ (1,080,403) | $ (4,468,102) | $ (4,836,644) |
Net loss per share - basic and diluted (in Dollars per share) | $ (0.37) | $ (0.28) | $ (0.88) | $ (1.26) |
Weighted average number of shares outstanding during the period - basic and diluted (in Shares) | 7,439,225 | 3,866,751 | 5,091,854 | 3,836,659 |
Statements of Operations (Una_2
Statements of Operations (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
General and Administrative Expense [Member] | ||||
Stock-based compensation | $ 874,363 | $ 720,649 | $ 1,564,129 | $ 3,543,016 |
Research and Development Expense [Member] | ||||
Stock-based compensation | 0 | 0 | 0 | 0 |
Sales and marketing [Member] | ||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | $ 0 |
Statements of Stockholders_ Equ
Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Common Shares | Preferred Shares | Treasury Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 3,764 | $ 4,361,725 | $ (5,902,223) | $ (1,536,734) | ||
Balance (in Shares) at Dec. 31, 2018 | 3,763,925 | |||||
Issuance of shares for cash, net of offering costs | $ 60 | 198,594 | 198,654 | |||
Issuance of shares for cash, net of offering costs (in Shares) | 60,250 | |||||
Issuance of shares for services and licenses | $ 13 | 51,987 | 52,000 | |||
Issuance of shares for services and licenses (in Shares) | 13,000 | |||||
Stock option and warrant compensation | 671,608 | 671,608 | ||||
Net loss | (1,200,268) | (1,200,268) | ||||
Balance at Mar. 31, 2019 | $ 3,837 | 5,283,914 | (7,102,491) | (1,814,740) | ||
Balance (in Shares) at Mar. 31, 2019 | 3,837,175 | |||||
Balance at Dec. 31, 2018 | $ 3,764 | 4,361,725 | (5,902,223) | $ (1,536,734) | ||
Balance (in Shares) at Dec. 31, 2018 | 3,763,925 | |||||
Issuance of shares for services and licenses (in Shares) | 20,500 | |||||
Net loss | $ (4,836,644) | |||||
Balance at Sep. 30, 2019 | $ 3,891 | (201,605) | 8,274,791 | (10,738,867) | (2,661,790) | |
Balance (in Shares) at Sep. 30, 2019 | 3,790,097 | |||||
Balance at Mar. 31, 2019 | $ 3,837 | 5,283,914 | (7,102,491) | (1,814,740) | ||
Balance (in Shares) at Mar. 31, 2019 | 3,837,175 | |||||
Issuance of shares for cash, net of offering costs | $ 11 | 36,799 | 36,810 | |||
Issuance of shares for cash, net of offering costs (in Shares) | 11,250 | |||||
Issuance of shares for services and licenses | $ 8 | 29,992 | 30,000 | |||
Issuance of shares for services and licenses (in Shares) | 7,500 | |||||
Stock option and warrant compensation | 2,068,759 | 2,068,759 | ||||
Treasury stock | (90,712) | (90,712) | ||||
Treasury stock (in Shares) | (45,356) | |||||
Net loss | (2,555,973) | (2,555,973) | ||||
Balance at Jun. 30, 2019 | $ 3,856 | (90,712) | 7,419,464 | (9,658,464) | (2,325,856) | |
Balance (in Shares) at Jun. 30, 2019 | 3,810,569 | |||||
Issuance of shares for cash, net of offering costs | $ 35 | 134,678 | 134,713 | |||
Issuance of shares for cash, net of offering costs (in Shares) | 34,975 | |||||
Stock option and warrant compensation | 720,649 | 720,649 | ||||
Treasury stock | (110,893) | (110,893) | ||||
Treasury stock (in Shares) | (55,447) | |||||
Net loss | (1,080,403) | (1,080,403) | ||||
Balance at Sep. 30, 2019 | $ 3,891 | (201,605) | 8,274,791 | (10,738,867) | (2,661,790) | |
Balance (in Shares) at Sep. 30, 2019 | 3,790,097 | |||||
Balance at Dec. 31, 2019 | $ 3,916 | (189,625) | 9,063,483 | (11,729,951) | (2,852,177) | |
Balance (in Shares) at Dec. 31, 2019 | 3,821,087 | |||||
Issuance of shares for services | $ 105 | 418,895 | 419,000 | |||
Issuance of shares for services (in Shares) | 104,750 | |||||
Stock option and warrant compensation | 110,437 | 110,437 | ||||
Treasury stock | (11,980) | (11,980) | ||||
Treasury stock (in Shares) | (5,990) | |||||
Net loss | (1,189,363) | (1,189,363) | ||||
Balance at Mar. 31, 2020 | $ 4,021 | (201,605) | 9,592,815 | (12,919,314) | (3,524,083) | |
Balance (in Shares) at Mar. 31, 2020 | 3,919,847 | |||||
Balance at Dec. 31, 2019 | $ 3,916 | (189,625) | 9,063,483 | (11,729,951) | (2,852,177) | |
Balance (in Shares) at Dec. 31, 2019 | 3,821,087 | |||||
Net loss | (4,468,102) | |||||
Balance at Sep. 30, 2020 | $ 11,827 | (201,605) | 30,134,728 | (16,198,053) | 13,746,897 | |
Balance (in Shares) at Sep. 30, 2020 | 11,722,742 | |||||
Balance at Mar. 31, 2020 | $ 4,021 | (201,605) | 9,592,815 | (12,919,314) | (3,524,083) | |
Balance (in Shares) at Mar. 31, 2020 | 3,919,847 | |||||
Exercise of warrants | $ 31 | 185,819 | 185,850 | |||
Exercise of warrants (in Shares) | 30,975 | |||||
Adjustment to Common Shares due to reverse stock split | $ (1) | (1) | ||||
Adjustment to Common Shares due to reverse stock split (in Shares) | (10) | |||||
Issuance of shares for services | $ 18 | 83,174 | 83,192 | |||
Issuance of shares for services (in Shares) | 17,500 | |||||
Stock option and warrant compensation | 77,138 | 77,138 | ||||
Net loss | (534,317) | (534,317) | ||||
Balance at Jun. 30, 2020 | $ 4,069 | (201,605) | 9,938,946 | (13,453,631) | (3,712,221) | |
Balance (in Shares) at Jun. 30, 2020 | 3,968,312 | |||||
Exercise of warrants | $ 3,712 | 20,982 | 24,694 | |||
Exercise of warrants (in Shares) | 3,709,778 | |||||
Issuance of shares for the settlement of accrued compensation and accounts payable | $ 147 | 1,221,878 | 1,222,025 | |||
Issuance of shares for the settlement of accrued compensation and accounts payable (in Shares) | 146,818 | |||||
Issuance of shares and warrants for IPO, net of offering costs | $ 1,227 | 9,429,455 | 9,430,682 | |||
Issuance of shares and warrants for IPO, net of offering costs (in Shares) | 1,226,668 | |||||
Issuance of shares and warrants for offering, net of offering costs | $ 1,150 | $ 1,250 | 8,524,376 | 8,526,776 | ||
Issuance of shares and warrants for offering, net of offering costs (in Shares) | 1,150,000 | 1,250,000 | ||||
Issuance of shares for the conversion of debt | $ 63 | 124,937 | 125,000 | |||
Issuance of shares for the conversion of debt (in Shares) | 62,500 | |||||
Exercise conversion of preferred shares | $ 1,250 | $ (1,250) | ||||
Exercise conversion of preferred shares (in Shares) | 1,250,000 | (1,250,000) | ||||
Issuance of shares for services | $ 209 | 810,533 | 810,742 | |||
Issuance of shares for services (in Shares) | 208,666 | |||||
Stock option and warrant compensation | 63,621 | 63,621 | ||||
Net loss | (2,744,422) | (2,744,422) | ||||
Balance at Sep. 30, 2020 | $ 11,827 | $ (201,605) | $ 30,134,728 | $ (16,198,053) | $ 13,746,897 | |
Balance (in Shares) at Sep. 30, 2020 | 11,722,742 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,468,102) | $ (4,836,644) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 1,564,129 | 3,543,016 |
Depreciation expense | 2,796 | |
Amortization of debt discount | 300,000 | |
Changes in operating assets and liabilities: | ||
Security deposit | (61,586) | |
Prepaid expenses | (238,308) | |
Accounts payable and accrued expenses | (1,302,192) | 477,185 |
Accrued compensation to related parties | 128,396 | 401,036 |
Net cash used in operating activities | (4,074,867) | (415,407) |
Fixed Assets | (160,534) | |
Net Cash Used In Investing Activities | (160,534) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable - related party | 10,000 | |
Proceeds from notes payable | 375,000 | |
Repayments of notes payable - related party | (42,502) | |
Repayments of notes payable | (715,600) | (5,000) |
Common stock issued for cash, net of offering costs | 18,500,039 | 370,177 |
Deferred offering costs | (423,139) | |
Exercise of warrants | 210,546 | |
Net cash provided by financing activities | 17,946,845 | 332,675 |
NET INCREASE (DECREASE) IN CASH | 13,711,444 | (82,732) |
CASH AT BEGINNING OF PERIOD | 4,090 | 115,709 |
CASH AT END OF PERIOD | 13,715,534 | 32,977 |
Cash paid for income taxes | ||
Cash paid for interest expense | 5,842 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Liabilities assumed for common stock | 11,980 | 189,625 |
Issuance of shares for the conversion of notes payable | 125,000 | |
Issuance of units for the settlement of accrued compensation and accounts payable | 1,222,025 | |
Original offering discount on notes payable | 300,000 | |
Lease liability recognized from right of use asset | $ 1,191,985 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Overview Aditx Therapeutics, Inc. (“Aditxt” or the “Company”) was incorporated in the State of Delaware on September 28, 2017 and our headquarters are located in Mountain View, CA. The Company is a life sciences company with a mission of prolonging life and enhancing its quality by improving the health of the immune system. We are developing biotechnologies specifically focused on improving the health of the immune system through immune reprogramming and monitoring. Our immune reprogramming technologies are currently at the pre-clinical stage and are designed to retrain the immune system to induce tolerance with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies. Our immune monitoring technologies are designed to provide a personalized comprehensive profile of the immune system and we plan to utilize them in our upcoming reprogramming clinical trials to monitor subjects’ immune response before, during and after drug administration. Offerings On July 2, 2020, the Company completed its initial public offering (“IPO”). In connection therewith, the Company issued 1,226,668 Units (the “Units”), excluding the underwriters’ option to cover overallotments, at an offering price of $9.00 per Unit, resulting in gross proceeds of approximately $11.0 million. The Units issued in the IPO consisted of one share of common stock, one Series A warrant, and one Series B warrant. The Series A warrants originally had an exercise price of $9.00 and a term of 5 years. In addition, the Company issued a Unit Purchase Option at an exercise price of $11.25 per unit to the underwriters to purchase up to 67,466 units, with each unit consisting of (i) one share of common stock and (ii) one Series A Warrant. On August 19, 2020 the Company modified the exercise price of the Series A Warrants from $9.00 per share to $4.50 per share. The term of the Series A Warrants was not modified. The Series B warrants have an exercise price of $11.25 per share, a term of 5 years and contain a cashless exercise option upon certain criteria being met. As of September 30, 2020, substantially all of the Series B warrants issued in the IPO have been exercised pursuant to a cashless provision therein. On September 10, 2020, the Company completed a follow-on public offering (“September 2020 Offering”). In connection therewith, the Company issued 2,400,000 Units (the “Follow-On Units”), excluding the underwriters’ option to cover overallotments, at an offering price of $4.00 per Follow-On Unit, resulting in gross proceeds to the Company of approximately $9.6 million. The Follow-On Units issued in the September 2020 Offering consisted of one share of common stock (or Series A Preferred Stock for investors who would own more than 4.99% of the Company if they invested in common stock), one Series A-1 warrant, and one Series B-1 warrant. The Series A-1 warrants have an exercise price of $3.19 per share and a term of 5 years. The Series B-1 warrants have exercise price of $5.00 per share, a term of 5 years and contain a cashless exercise option upon certain criteria being met. In addition, the Company issued a warrant to the underwriters to purchase up to 60,000 shares of common stock at an exercise price of $5.00 per share. Subsequent to quarter end, substantially all of the Series B-1 warrants issued in the September 2020 Offering have been exercised pursuant to a cashless provision therein. Risks and Uncertainties The Company has a limited operating history and has not generated revenue from intended operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include: changes in biotechnology regulatory environment, technological advances that render our technologies obsolete, availability of resources for clinical trials, acceptance of technologies into the medical community, and competition from larger, more well-funded companies. These adverse conditions could affect the Company’s financial condition and the results of its operations. On January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the financial impact will be to the Company, it is reasonably possible that future capital raise efforts and additional development of our technologies may be negatively affected. |
Going Concern Analysis
Going Concern Analysis | 9 Months Ended |
Sep. 30, 2020 | |
Going Concern Disclosure [Abstract] | |
GOING CONCERN ANALYSIS | NOTE 2 – GOING CONCERN ANALYSIS Management Plans The Company was incorporated on September 28, 2017 and has not generated revenues to date. During the nine months ended September 30, 2020, the Company had a net loss of $4,468,102 and cash of $13,715,534. The Company will be conducting medical research and development, and the time at which the Company will begin generating revenue is unknown. The Company believes, however, that the funds raised by the IPO and the September 2020 Offering will be sufficient to fund the Company’s operation for at least the next 12 months. Because of these factors, the Company believes that this alleviates issues in connection with the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements included in this report do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. While we believe in the viability of our strategy to generate sufficient revenue, control costs and raise additional funds when necessary, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon the ability to complete clinical studies and implement the business plan, generate sufficient revenues and to control operating expenses. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited 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 the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended September 30, 2020 and 2019. Although management believes that the disclosures in these unaudited financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been or omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2019, which contain the audited financial statements and notes thereto, included in the Company’s Prospectus, dated September 1, 2020, filed with the SEC pursuant to Rule 424(b). The interim results for the nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ended December 31, 2020 or for any future interim periods. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the financial statements include the fair value of stock options and warrants. Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates. Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments. As of September 30, 2020 and December 31, 2019, $12,760,084 and $0 was invested in the J.P. Morgan U.S. Government Money Market Fund, respectively. Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of fixed assets are depreciated using the straight-line method over the estimated useful lives of the related assets. Depreciation expense was $2,796 for the three and nine months ended September 30, 2020 and zero for the three and nine months ended for September 30, 2019. Offering Costs The Company accounts for offering costs in accordance with ASC 340, Other Assets and Deferred Costs. Prior to the completion of an offering, offering costs were capitalized as deferred offering costs on the balance sheet. The deferred offering costs are netted against the proceeds of the offering in stockholders’ equity (deficit) or the related debt, as applicable. Costs related to unsuccessful offerings are expensed. Leases Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office and laboratory space with remaining lease terms of 46 months. Rent and Lease costs were $46,698 and $23,731 for the nine months ended September 30, 2020 and 2019. There was no sublease rental income for the nine months ended September 30, 2020 and 2019. Rent and Lease costs were $43,573 and $9,467 for the three months ended September 30, 2020 and 2019. There was no sublease rental income for the three months ended September 30, 2020 and 2019. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Our lease agreements generally do not provide an implicit borrowing rate, therefore an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on September 30, 2020 and December 31, 2019 for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Lease Costs Nine Months Ended Nine Months Ended Components of total lease costs: Operating lease expense $ 46,698 $ - Total lease costs $ 46,698 $ - Lease Positions as of September 30, 2020 ROU lease assets and lease liabilities for our operating leases were recorded in the balance sheet as follows: September 30, December 31, Assets Right of use asset – short term $ 324,289 $ - Right of use asset – long term 870,311 - Total assets $ 1,194,600 $ - Liabilities Operating lease liabilities – short term $ 326,904 $ - Operating lease liabilities – long term 865,081 - Total lease liability $ 1,191,985 $ - Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease 3.83 Weighted average discount rate – operating lease 8.00 % The future minimum lease payments under the leases are as follows: 2020 (remainder) $ 84,536 2021 342,500 2022 352,958 2023 363,416 2024 215,551 Total future minimum lease payments 1,358,961 Less: Lease imputed interest 166,976 Total $ 1,191,985 Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC. 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. Patents The Company incurs fees from patent licenses. During the nine months ended September 30, 2020 and 2019, the Company had a licensing fee for the patents of $258,635 and $18,071, respectively. Research and Development We incur research and development costs during the process of researching and developing our technologies and future offerings. Our research and development costs mainly consist of licensing costs. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of September 30, 2020, 1,110,000 stock options and 6,237,296 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of September 30, 2019, 2,205,000 stock options and 2,632,456 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. Recent Accounting Pronouncements In February 2016, FASB issued Accounting Standards Update (“ASU”) 2016-02: Leases (Topic 842). The new guidance generally requires an entity to recognize on its balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The new standard requires a modified retrospective transition for existing leases to each prior reporting period presented. The Company has elected to early adopt this standard. This standard will be effective for the interim period beginning July 1, 2020. The adoption of this standard is not expected to have a significant impact our financial statements other than the presentation of right of use asset and lease liability on the balance sheet. The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS The Company’s Chief Executive Officer (“CEO”) has provided certain periods of service without payment. As of September 30, 2020 and December 31, 2019, the CEO is owed $0 and $309,500, respectively, related to compensation. During the three months ended September 30, 2020, the Company issued 38,055 Units consisting of one share of common stock and one Series A warrant and one Series B warrant to settle $342,500 in accrued compensation. The Company’s Chief Innovation Officer (“CIO”) has provided certain periods of service without payment. As of September 30, 2020 and December 31, 2019, the CIO is owed $0 and $377,000, respectively, related to compensation. During the three months ended September 30, 2020, the Company issued 47,222 Units consisting of one share of common stock, one Series A warrant, and one Series B warrant to settle $425,000 in accrued compensation. Effective July 10, 2020, the Board of Directors appointed the Company’s Chief Operations Officer (“COO”). Prior to the appointment, the COO was an independent operations consultant and had provided certain periods of service without payment. As of September 30, 2020 and December 31, 2019, the COO is owed $0 and $275,000, respectively, related to compensation. During the three months ended September 30, 2020, the Company issued 35,555 Units consisting of one share of common stock, one Series A warrant, and one Series B warrant to settle $320,000 in accrued compensation. On March 21, 2019, the Company entered into a note with a related party. The note had a principal of $10,000, a maturity date of September 21, 2019, and an interest rate of 4% per year. During the three months ended September 30, 2020, this note was paid in full. During the nine months ended September 30, 2020, the Company assumed $11,980 of liabilities from a related party in exchange for the return of 5,990 shares of the Company’s common stock. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company is authorized to issue 3,000,000 shares of preferred stock, par value $0.001 per share. Common Stock The Company is authorized to issue 27,000,000 shares of common stock, par value $0.001 per share. During the nine months ended September 30, 2020, the Company issued 330,916 shares of common stock and recognized expense of $1,312,930 in stock compensation for consulting services. The Company also issued 3,740,753 shares of commons stock for the exercise of warrants and received $210,546 for the exercise of the warrants. The Company issued 1,250,000 shares of common stock for the exercise of 1,250,000 shares of Series A Preferred Stock. The Company issued 146,818 shares of common stock for the settlement of accounts payable and issued 62,500 shares of common stock for the settlement of debt. The Company issued 1,226,668 shares of common stock related to the IPO and issued 1,150,000 shares of common stock related to the September 2020 Offering. The stock compensation for the period was valued based on prior private placements or based on management’s estimates of value immediately prior to the IPO and the value of the shares based on public information post IPO. During nine months ended September 30, 2019, the Company issued 20,500 shares of common stock for services and recognized expense of $82,000 in stock compensation, issued 106,475 shares of common stock for $370,177 in cash, net of offering costs, and received 100,803 shares of the Company’s common stock in exchange for the assumption of $201,605 in liabilities. Shares issued for compensation were valued based on the price which common shares were being sold in the above private placements. Reverse Stock Split On June 29, 2020, the Company effectuated a 1-for-2 reverse stock split of its issued and outstanding shares of common stock by filing a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split. Stock-Based Compensation In October 2017, our Board of Directors adopted the Aditx Therapeutics, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of equity awards to employees, and consultants. Up to 2,500,000 shares of our common stock may be issued pursuant to awards granted under the 2017 Plan. The 2017 Plan is administered by our Board of Directors, and expires ten years after adoption, unless terminated earlier by the Board. During the nine months ended September 30, 2020, the Company granted 7,500 stock options with an exercise price of $11.00 per share vesting on issuance. The total grant date fair value was determined to be $27,799. During the nine months ended September 30, 2019, the Company granted 700,000 stock options with exercise prices of $4.00 per share vesting on issuance. The total grant date fair value was determined to be $2,495,556. For all periods presented, the fair value of each stock option granted was estimated using the Black-Scholes assumption ranges and or factors as follows: Exercise price $ 4.00-11.00 Expected dividend yield 0 % Risk free interest rate 0.39%-2.65 % Expected life in years 2.54-7.27 Expected volatility 141-146 % The risk-free interest rate assumption for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of stock options. The expected term of stock options is calculated using either the simplified method for employee options which takes into consideration the contractual life and vesting terms of the options, unless the options are expected to vest in which case the contractual term of the options. The Company determined the expected volatility assumption for options granted using the historical volatility of comparable public companies’ common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future stock option grants, until such time that the Company’s common stock has enough market history to use historical volatility. The dividend yield assumption for options granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. Management estimated the fair value of common stock by looking at a market approach which takes into consideration past sales of stock to third parties and Company developments to date. The Company recognizes stock option forfeitures as they occur as there is insufficient historical data to accurately determine future forfeitures rates. The following is an analysis of the stock option grant activity under the Plan: Weighted Weighted Stock Options Number Exercise Remaining Outstanding December 31, 2019 1,102,500 $ 4.00 7.77 Granted 7,500 11.00 4.47 Expired or forfeited - - - Outstanding September 30, 2020 (unaudited) 1,110,000 $ 4.05 7.00 Nonvested Options Shares Weighted- Nonvested at December 31, 2019 - $ - Granted 7,500 11.00 Vested (7,500 ) 11.00 Expired or forfeited - - Nonvested at September 30, 2020 (unaudited) - $ - The Company recognized compensation expense related to options issued and vesting of $27,799 during the nine months ended September 30, 2020, which is included in general and administrative expenses in the accompanying statements of operations. There is no additional expense to be recognized on previously granted options as of September 30, 2020. The Company recognized compensation expense related to options issued and vesting of $2,513,826 during the period ended September 30, 2019, which is included in general and administrative expenses in the accompanying statements of operations. Warrants A summary of warrant issuances are as follows: Number Weighted Weighted Warrants Outstanding December 31, 2019 1,382,478 4.44 2.84 Granted 8,786,381 6.30 5.00 Expired or forfeited (190,810 ) 8.12 - Exercised (3,740,753 ) 7.53 - Outstanding September 30, 2020 (unaudited) 6,237,296 $ 5.10 4.30 Nonvested Warrants Shares Weighted- Nonvested at December 31, 2019 200,000 4.00 Granted 65,000 6.30 Vested - - Expired or forfeited (65,000 ) 4.00 Nonvested at September 30, 2020 (unaudited) 200,000 $ 4.30 The warrants granted for compensation are valued using similar inputs as noted in the stock options section above, with the exception of the expected life which is the contractual life. The Company recognized compensation expense related to warrants issued and vesting of $223,398 and $947,190 during the nine months ended September 30, 2020 and 2019, which is included in general and administrative in the accompanying Statements of Operations. The remaining value to be expensed is $148,472 with a weighted average vesting term of 0.52 years as of September 30, 2020. During the nine months ended September 30, 2020, 3,740,753 warrants were exercised for 3,740,753 shares of common stock. The Company recognized proceeds of $210,546 related to the exercises. During the three months ended September 30, 2020, the Company issued 60,000 warrants to the underwriters related to the September 2020 Offering. These warrants have an exercise price of $5.00, a term of five years, and become exercisable beginning on March 1, 2021. The value of these warrants were both an increase and decrease to additional paid in capital as a cost of the offering for net a zero impact on the financial statements. |
Agreements
Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Agreements Disclosure [Abstract] | |
AGREEMENTS | NOTE 6 – AGREEMENTS On July 1, 2020, the Company entered into an amendment to patent and technology licensing agreement with Loma Linda University (“LLU”), dated March 15, 2018. Pursuant to the amendment, the Company paid LLU $455,000 within four days of the signing of such amendment. The amendment also updated the milestone payment dates to be $175,000 on March 31, 2022; $100,000 on March 31, 2024; $500,000 on March 31, 2026; and $500,000 on March 31, 2027. During the three months ended September 30, 2020, the Company entered in to three consulting agreements that required the Company to issue a total of 62,000 shares of the Company’s common stock to the consultants. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE On April 12, 2018, the Company issued an unsecured promissory note for $35,000 that accrued interest of 4% annually. The note was due on the earlier of November 12, 2018 or in the event of default, as defined in the agreement. During the three months ended September 30, 2020, this note was paid in full. On July 10, 2018, the Company entered into a bridge loan with a principal of $15,600. The note was due on the earlier of October 8, 2018 or in the event of default, as defined in the agreement. During the three months ended September 30, 2020, this note was paid in full. On July 18, 2018, the Company entered into a bridge loan with a principal of $130,000. The note was due on the earlier of October 16, 2018 or in the event of default, as defined in the agreement. During the three months ended September 30, 2020, this note was paid in full. On November 1, 2019, the Company entered into a bridge loan with a principal of $50,000. This loan did not accrue any interest. The note was due on the earlier of April 28, 2020 or in the event of default, as defined in the agreement. The note was convertible into the same class of securities as those sold in the public offering with a conversion price of $2.00 per share. During the three months ended September 30, 2020, the note was converted into securities of the Company in full. On January 10, 2020, the Company entered into a bridge loan with a principal amount of $75,000. This Note carried an original issue discount of $40,000. This loan did not accrue any interest. The note was due on the earlier of July 8, 2020 or in the event of default, as defined in the agreement, as amended. The note was convertible into the same class of securities as those sold in the public offering with a conversion price of $2.00 per share. During the three months ended September 30, 2020, the note was converted into securities of the Company in full. During the first quarter of 2020, the Company entered into six bridge loans with a total principal amount of $600,000. These notes carried a total original issue discount of $300,000. The notes were due on the earlier of April 19, 2020 or ten days after the close of the Company’s IPO. During the three months ended September 30, 2020, these notes were paid in full. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Form 10-Q and has determined that there have been no events that have occurred that would require adjustments to the Company’s disclosures in the consolidated financial statements except for the following: During October 2020, the Company entered into a 24 month financing agreement for lab equipment. The aggregate cost of this financing agreement will be $467,691. During November 2020, the Company entered into a 24 month financing agreement for lab equipment. The aggregate cost of this financing agreement will be $215,192. On October 6, 2020, the Board of Directors approved the issuance of an aggregate of 40,000 stock options as compensation for the non-employee members of the Board of Directors under the Company’s 2017 Equity Incentive Plan. The options are subject to certain vesting provisions. On November 2, 2020 the Compensation Committee approved the issuance of an aggregate of 883,000 stock options to employees and service providers under the 2017 Equity Incentive Plan. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited 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 the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, the accompanying financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended September 30, 2020 and 2019. Although management believes that the disclosures in these unaudited financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been or omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2019, which contain the audited financial statements and notes thereto, included in the Company’s Prospectus, dated September 1, 2020, filed with the SEC pursuant to Rule 424(b). The interim results for the nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ended December 31, 2020 or for any future interim periods. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the financial statements include the fair value of stock options and warrants. |
Fair Value Measurements and Fair Value of Financial Instruments | Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments. As of September 30, 2020 and December 31, 2019, $12,760,084 and $0 was invested in the J.P. Morgan U.S. Government Money Market Fund, respectively. |
Fixed asset | Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of fixed assets are depreciated using the straight-line method over the estimated useful lives of the related assets. Depreciation expense was $2,796 for the three and nine months ended September 30, 2020 and zero for the three and nine months ended for September 30, 2019. |
Offering Costs | Offering Costs The Company accounts for offering costs in accordance with ASC 340, Other Assets and Deferred Costs. Prior to the completion of an offering, offering costs were capitalized as deferred offering costs on the balance sheet. The deferred offering costs are netted against the proceeds of the offering in stockholders’ equity (deficit) or the related debt, as applicable. Costs related to unsuccessful offerings are expensed. |
Leases | Leases Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office and laboratory space with remaining lease terms of 46 months. Rent and Lease costs were $46,698 and $23,731 for the nine months ended September 30, 2020 and 2019. There was no sublease rental income for the nine months ended September 30, 2020 and 2019. Rent and Lease costs were $43,573 and $9,467 for the three months ended September 30, 2020 and 2019. There was no sublease rental income for the three months ended September 30, 2020 and 2019. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Our lease agreements generally do not provide an implicit borrowing rate, therefore an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on September 30, 2020 and December 31, 2019 for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Lease Costs Nine Months Ended Nine Months Ended Components of total lease costs: Operating lease expense $ 46,698 $ - Total lease costs $ 46,698 $ - Lease Positions as of September 30, 2020 ROU lease assets and lease liabilities for our operating leases were recorded in the balance sheet as follows: September 30, December 31, Assets Right of use asset – short term $ 324,289 $ - Right of use asset – long term 870,311 - Total assets $ 1,194,600 $ - Liabilities Operating lease liabilities – short term $ 326,904 $ - Operating lease liabilities – long term 865,081 - Total lease liability $ 1,191,985 $ - Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease 3.83 Weighted average discount rate – operating lease 8.00 % The future minimum lease payments under the leases are as follows: 2020 (remainder) $ 84,536 2021 342,500 2022 352,958 2023 363,416 2024 215,551 Total future minimum lease payments 1,358,961 Less: Lease imputed interest 166,976 Total $ 1,191,985 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC. 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. |
Patents | Patents The Company incurs fees from patent licenses. During the nine months ended September 30, 2020 and 2019, the Company had a licensing fee for the patents of $258,635 and $18,071, respectively. |
Research and Development | Research and Development We incur research and development costs during the process of researching and developing our technologies and future offerings. Our research and development costs mainly consist of licensing costs. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of September 30, 2020, 1,110,000 stock options and 6,237,296 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of September 30, 2019, 2,205,000 stock options and 2,632,456 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, FASB issued Accounting Standards Update (“ASU”) 2016-02: Leases (Topic 842). The new guidance generally requires an entity to recognize on its balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The new standard requires a modified retrospective transition for existing leases to each prior reporting period presented. The Company has elected to early adopt this standard. This standard will be effective for the interim period beginning July 1, 2020. The adoption of this standard is not expected to have a significant impact our financial statements other than the presentation of right of use asset and lease liability on the balance sheet. The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Lease Costs | Nine Months Ended Nine Months Ended Components of total lease costs: Operating lease expense $ 46,698 $ - Total lease costs $ 46,698 $ - |
Schedule of right of use asset lease assets and lease liabilities table text block | September 30, December 31, Assets Right of use asset – short term $ 324,289 $ - Right of use asset – long term 870,311 - Total assets $ 1,194,600 $ - Liabilities Operating lease liabilities – short term $ 326,904 $ - Operating lease liabilities – long term 865,081 - Total lease liability $ 1,191,985 $ - |
Schedule of lease terms and discount | Weighted average remaining lease term (in years) – operating lease 3.83 Weighted average discount rate – operating lease 8.00 % |
Schedule future minimum lease payments under the leases | 2020 (remainder) $ 84,536 2021 342,500 2022 352,958 2023 363,416 2024 215,551 Total future minimum lease payments 1,358,961 Less: Lease imputed interest 166,976 Total $ 1,191,985 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock option granted was estimated using the Black-Scholes assumption | Exercise price $ 4.00-11.00 Expected dividend yield 0 % Risk free interest rate 0.39%-2.65 % Expected life in years 2.54-7.27 Expected volatility 141-146 % |
Schedule of analysis of the stock option grant activity under the plan | Weighted Weighted Stock Options Number Exercise Remaining Outstanding December 31, 2019 1,102,500 $ 4.00 7.77 Granted 7,500 11.00 4.47 Expired or forfeited - - - Outstanding September 30, 2020 (unaudited) 1,110,000 $ 4.05 7.00 Number Weighted Weighted Warrants Outstanding December 31, 2019 1,382,478 4.44 2.84 Granted 8,786,381 6.30 5.00 Expired or forfeited (190,810 ) 8.12 - Exercised (3,740,753 ) 7.53 - Outstanding September 30, 2020 (unaudited) 6,237,296 $ 5.10 4.30 |
Schedule of nonvested option | Nonvested Options Shares Weighted- Nonvested at December 31, 2019 - $ - Granted 7,500 11.00 Vested (7,500 ) 11.00 Expired or forfeited - - Nonvested at September 30, 2020 (unaudited) - $ - Nonvested Warrants Shares Weighted- Nonvested at December 31, 2019 200,000 4.00 Granted 65,000 6.30 Vested - - Expired or forfeited (65,000 ) 4.00 Nonvested at September 30, 2020 (unaudited) 200,000 $ 4.30 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | Sep. 10, 2020 | Jul. 02, 2020 | Sep. 30, 2020 |
Organization and Nature of Business (Details) [Line Items] | |||
Company issued | 2,400,000 | 330,916 | |
Company issued per unit (in Dollars per share) | $ 4 | ||
Total offering price | 9,600,000 | ||
Exercise price (in Dollars) | $ 9 | ||
Exercise price term | 5 years | ||
Purchase of equity shares | 67,466 | ||
Purchase of common stock | 60,000 | ||
Common stock exercise price, per share (in Dollars per share) | $ 5 | ||
IPO [Member] | |||
Organization and Nature of Business (Details) [Line Items] | |||
Company issued | 1,226,668 | ||
Company issued per unit (in Dollars per share) | $ 9 | ||
Total offering price | 11,000,000 | ||
Over-Allotment Option [Member] | |||
Organization and Nature of Business (Details) [Line Items] | |||
Exercise price (in Dollars) | $ 11.25 | ||
Series A warrant [Member] | |||
Organization and Nature of Business (Details) [Line Items] | |||
Exercise price term | 5 years | ||
Common stock voting rights percentage | 4.99% | ||
Series A warrant [Member] | Maximum [Member] | |||
Organization and Nature of Business (Details) [Line Items] | |||
Exercise price (in Dollars per share) | $ 9 | ||
Series A warrant [Member] | Minimum [Member] | |||
Organization and Nature of Business (Details) [Line Items] | |||
Exercise price | $4.50 | ||
Series B warrant [Member] | |||
Organization and Nature of Business (Details) [Line Items] | |||
Exercise price (in Dollars) | $ 11.25 | ||
Series A-1 warrant [Member] | |||
Organization and Nature of Business (Details) [Line Items] | |||
Exercise price (in Dollars) | $ 3.19 | ||
Series A-1 warrant [Member] | IPO [Member] | |||
Organization and Nature of Business (Details) [Line Items] | |||
Exercise price term | 5 years | ||
Series B-1 warrant [Member] | IPO [Member] | |||
Organization and Nature of Business (Details) [Line Items] | |||
Exercise price term | 5 years | ||
Exercise price (in Dollars per share) | $ 5 |
Going Concern Analysis (Details
Going Concern Analysis (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Going Concern Disclosure [Abstract] | ||||||||
Net loss | $ (2,744,422) | $ (534,317) | $ (1,189,363) | $ (1,080,403) | $ (2,555,973) | $ (1,200,268) | $ (4,468,102) | $ (4,836,644) |
Cash | $ 13,715,534 | $ 13,715,534 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||||
Short-term investments | $ 12,760,084 | $ 12,760,084 | $ 0 | ||
Depreciation expenses | 2,796 | $ 0 | 2,796 | $ 0 | |
Rent and Lease costs | $ 43,573 | $ 9,467 | 46,698 | 23,731 | |
Licensing fees | $ 258,635 | $ 18,071 | |||
Warrants of stock option (in Shares) | 1,110,000 | 2,205,000 | |||
Dilutive earnings share (in Shares) | 6,237,296 | 2,632,456 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Lease Costs - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Components of total lease costs: | ||
Operating lease expense | $ 46,698 | |
Total lease costs | $ 46,698 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of right of use asset lease assets and lease liabilities table text block - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Right of use asset – short term | $ 324,289 | |
Right of use asset – long term | 870,311 | |
Total assets | 1,194,600 | |
Liabilities | ||
Operating lease liabilities – short term | 326,904 | |
Operating lease liabilities – long term | 865,081 | |
Total lease liability | $ 1,191,985 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of lease terms and discount | Sep. 30, 2020 |
Schedule of lease terms and discount [Abstract] | |
Weighted average remaining lease term (in years) – operating lease | 3 years 302 days |
Weighted average discount rate – operating lease | 8.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule future minimum lease payments under the leases | Sep. 30, 2020USD ($) |
Schedule future minimum lease payments under the leases [Abstract] | |
2020 (remainder) | $ 84,536 |
2021 | 342,500 |
2022 | 352,958 |
2023 | 363,416 |
2024 | 215,551 |
Total future minimum lease payments | 1,358,961 |
Less: Lease imputed interest | 166,976 |
Total | $ 1,191,985 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Mar. 21, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions (Details) [Line Items] | |||
Accrued compensation | $ 342,500 | ||
Principal amount | $ 10,000 | ||
Interest rate | 4.00% | ||
Common Stock [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Amount of liabilities from related party | $ 11,980 | ||
Shares of liabilities from related party (in Shares) | 5,990 | ||
Chief Executive Officer [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Owed amount of related party | $ 0 | $ 309,500 | |
Description of related party transactions | During the three months ended September 30, 2020, the Company issued 38,055 Units consisting of one share of common stock and one Series A warrant and one Series B warrant to settle $342,500 in accrued compensation. | ||
Chief Innovation Officer [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Owed amount of related party | $ 0 | 377,000 | |
Description of related party transactions | During the three months ended September 30, 2020, the Company issued 47,222 Units consisting of one share of common stock, one Series A warrant, and one Series B warrant to settle $425,000 in accrued compensation. | ||
Accrued compensation | $ 425,000 | ||
Chief Operating Officer [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Owed amount of related party | $ 0 | $ 275,000 | |
Description of related party transactions | During the three months ended September 30, 2020, the Company issued 35,555 Units consisting of one share of common stock, one Series A warrant, and one Series B warrant to settle $320,000 in accrued compensation. | ||
Accrued compensation | $ 320,000 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details) - USD ($) | Jun. 29, 2020 | Oct. 31, 2017 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 10, 2020 | Jul. 02, 2020 | Dec. 31, 2019 |
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | 3,000,000 | |||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, shares authorized | 27,000,000 | 27,000,000 | 27,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock issued | 330,916 | 330,916 | 2,400,000 | |||||
Services and recognized expense (in Dollars) | $ 1,312,930 | $ 82,000 | ||||||
Sale of common stock | 3,740,753 | 106,475 | ||||||
Exercise of warrants and received (in Dollars) | $ 210,546 | |||||||
Common stock issued for preferred shares | 1,250,000 | |||||||
Preferred stock shares | 1,250,000 | |||||||
Settlement of accounts payable Shares | 146,818 | |||||||
Settlement of debt (in Dollars) | $ 62,500 | $ 62,500 | ||||||
Common stock issued | 11,823,545 | 11,823,545 | 3,915,900 | |||||
Common stock issued for services | 20,500 | |||||||
Cash received (in Dollars) | $ 370,177 | |||||||
Shares for liabilities | 100,803 | |||||||
Exchange for liabilities (in Dollars) | $ 201,605 | |||||||
Reverse stock split, description | On June 29, 2020, the Company effectuated a 1-for-2 reverse stock split of its issued and outstanding shares of common stock by filing a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. | |||||||
Total grant fair value (in Dollars) | 2,495,556 | |||||||
Warrants issued and vesting (in Dollars) | $ 223,398 | 947,190 | ||||||
Compensation expense related to options issued and vesting (in Dollars) | $ 2,513,826 | |||||||
General and administrative expenses (in Dollars) | $ 148,472 | |||||||
Weighted average vesting term | 189 days | |||||||
Warrants exercised | 3,740,753 | |||||||
Proceeds from exercised (in Dollars) | $ 210,546 | |||||||
Warrants issued (in Dollars) | $ 60,000 | |||||||
Vesting period | These warrants have an exercise price of $5.00, a term of five years, and become exercisable beginning on March 1, 2021. | |||||||
Exercise price (in Dollars per share) | $ 5 | |||||||
Warrant term | 5 years | |||||||
Equity Option [Member] | ||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Company granted | 7,500 | 700,000 | ||||||
Exercise prices (in Dollars per share) | $ 11 | $ 4 | ||||||
Total grant fair value (in Dollars) | $ 27,799 | |||||||
Equity Option [Member] | ||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Warrants issued and vesting (in Dollars) | $ 27,799 | |||||||
IPO [Member] | ||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Common stock issued | 1,226,668 | |||||||
Common stock issued | 1,226,668 | 1,226,668 | ||||||
September 2020 Offering [Member] | ||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Common stock issued | 1,150,000 | 1,150,000 | ||||||
2017 Equity Incentive Plan [Member] | ||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Share issued for stock based compensation | 2,500,000 | |||||||
Warrant [Member] | ||||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||||
Common stock issued | 3,740,753 | 3,740,753 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) (Details) - Schedule of stock option granted was estimated using the Black-Scholes assumption | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Minimum [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock option granted was estimated using the Black-Scholes assumption [Line Items] | |
Exercise price (in Dollars per share) | $ 4 |
Expected dividend yield | 0.00% |
Risk free interest rate | 0.39% |
Expected life in years | 2 years 197 days |
Expected volatility | 141.00% |
Maximum [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock option granted was estimated using the Black-Scholes assumption [Line Items] | |
Exercise price (in Dollars per share) | $ 11 |
Expected dividend yield | 0.00% |
Risk free interest rate | 2.65% |
Expected life in years | 7 years 98 days |
Expected volatility | 146.00% |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) (Details) - Schedule of analysis of the stock option grant activity under the plan | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Stock Options [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of analysis of the stock option grant activity under the plan [Line Items] | |
Number, Outstanding beginning balance | 1,102,500 |
Weighted Average Exercise Price, Outstanding beginning balance (in Dollars per share) | $ / shares | $ 4 |
Weighted Average Remaining Life, Outstanding beginning balance | 7 years 281 days |
Number, Granted | 7,500 |
Weighted Average Exercise Price, Granted (in Dollars per share) | $ / shares | $ 11 |
Weighted Average Remaining Life, Granted | 4 years 171 days |
Number, Expired or forfeited | |
Weighted Average Exercise Price, Expired or forfeited (in Dollars per share) | $ / shares | |
Weighted Average Remaining Life, Expired or forfeited | |
Number, Outstanding ending balance | 1,110,000 |
Weighted Average Exercise Price, Outstanding ending balance (in Dollars per share) | $ / shares | $ 4.05 |
Weighted Average Remaining Life, Outstanding ending balance | 7 years |
Warrants [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of analysis of the stock option grant activity under the plan [Line Items] | |
Number, Outstanding beginning balance | 1,382,478 |
Weighted Average Exercise Price, Outstanding beginning balance (in Dollars per share) | $ / shares | $ 4.44 |
Weighted Average Remaining Life, Outstanding beginning balance | 2 years 306 days |
Number, Granted | 8,786,381 |
Weighted Average Exercise Price, Granted (in Dollars per share) | $ / shares | $ 6.30 |
Weighted Average Remaining Life, Granted | 5 years |
Number, Expired or forfeited | (190,810) |
Weighted Average Exercise Price, Expired or forfeited (in Dollars per share) | $ / shares | $ 8.12 |
Weighted Average Remaining Life, Expired or forfeited | |
Number, Outstanding ending balance | 6,237,296 |
Weighted Average Exercise Price, Outstanding ending balance (in Dollars per share) | $ / shares | $ 5.10 |
Weighted Average Remaining Life, Outstanding ending balance | 4 years 109 days |
Warrants | |
Number, Exercised | (3,740,753) |
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares | $ 7.53 |
Weighted Average Remaining Life, Exercised |
Stockholders_ Equity (Deficit_5
Stockholders’ Equity (Deficit) (Details) - Schedule of nonvested option - $ / shares | Nov. 02, 2020 | Sep. 30, 2020 |
Stockholders’ Equity (Deficit) (Details) - Schedule of nonvested option [Line Items] | ||
Shares, Granted | 883,000 | |
Nonvested Warrants [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of nonvested option [Line Items] | ||
Shares, Nonvested at beginning balance | 200,000 | |
Weighted- Average Exercise Price, Outstanding beginning balance (in Dollars per share) | $ 4 | |
Shares, Granted | 65,000 | |
Weighted- Average Exercise Price, Granted (in Dollars per share) | $ 6.30 | |
Shares, Vested | ||
Weighted- Average Exercise Price, Vested | ||
Shares, Forfeited | (65,000) | |
Weighted- Average Exercise Price, Forfeited (in Dollars per share) | $ 4 | |
Shares, Nonvested at ending balance | 200,000 | |
Weighted- Average Exercise Price, Outstanding ending balance (in Dollars per share) | $ 4.30 | |
Nonvested Options [Member] | ||
Stockholders’ Equity (Deficit) (Details) - Schedule of nonvested option [Line Items] | ||
Shares, Nonvested at beginning balance | ||
Weighted- Average Exercise Price, Outstanding beginning balance (in Dollars per share) | ||
Shares, Granted | 7,500 | |
Weighted- Average Exercise Price, Granted (in Dollars per share) | $ 11 | |
Shares, Vested | (7,500) | |
Weighted- Average Exercise Price, Vested | 11 | |
Shares, Forfeited | ||
Weighted- Average Exercise Price, Forfeited (in Dollars per share) | ||
Shares, Nonvested at ending balance | ||
Weighted- Average Exercise Price, Outstanding ending balance (in Dollars per share) |
Agreements (Details)
Agreements (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Agreements (Details) [Line Items] | ||
License agreement, description | On July 1, 2020, the Company entered into an amendment to patent and technology licensing agreement with Loma Linda University (“LLU”), dated March 15, 2018. Pursuant to the amendment, the Company paid LLU $455,000 within four days of the signing of such amendment. The amendment also updated the milestone payment dates to be $175,000 on March 31, 2022; $100,000 on March 31, 2024; $500,000 on March 31, 2026; and $500,000 on March 31, 2027 | |
Consulting agreement [Member] | ||
Agreements (Details) [Line Items] | ||
Debt agreement, description | During the three months ended September 30, 2020, the Company entered in to three consulting agreements that required the Company to issue a total of 62,000 shares of the Company’s common stock to the consultants. |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Apr. 25, 2020 | Jul. 10, 2018 | Jul. 18, 2018 | Jul. 18, 2020 | Jul. 10, 2020 | Mar. 31, 2020 | Jan. 10, 2020 | Nov. 01, 2019 | Apr. 12, 2018 |
Notes Payable (Details) [Line Items] | |||||||||
Unsecured promissory note | $ 35,000 | ||||||||
Accrued interest rate | 4.00% | ||||||||
Maturity date, description | The notes were due on the earlier of April 19, 2020 or ten days after the close of the Company’s IPO. | ||||||||
Six bridge loans [Member] | |||||||||
Notes Payable (Details) [Line Items] | |||||||||
Original issue discount | $ 300,000 | ||||||||
Total principal amount | $ 600,000 | ||||||||
Bridge Loan [Member] | |||||||||
Notes Payable (Details) [Line Items] | |||||||||
Bridge loan | $ 130,000 | $ 15,600 | |||||||
Bridge loan, description | The note was due on the earlier of October 8, 2018 or in the event of default, as defined in the agreement. | The note was due on the earlier of October 16, 2018 or in the event of default, as defined in the agreement. | |||||||
Principal amount | $ 75,000 | $ 50,000 | |||||||
Conversion price (in Dollars per share) | $ 2 | $ 2 | |||||||
Original issue discount | $ 40,000 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Nov. 30, 2020 | Nov. 02, 2020 | Oct. 31, 2020 | Oct. 06, 2020 |
Subsequent Events (Details) [Line Items] | ||||
Issuance of stock options | 883,000 | |||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Financing agreement, description | The aggregate cost of this financing agreement will be $215,192. | The aggregate cost of this financing agreement will be $467,691. | ||
Options vesting provisions, description | the Board of Directors approved the issuance of an aggregate of 40,000 stock options as compensation for the non-employee members of the Board of Directors under the Company’s 2017 Equity Incentive Plan. | |||
Board of Directors [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Issuance of options | 40,000 |