Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 20, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | RespireRx Pharmaceuticals Inc. | |
Entity Central Index Key | 0000849636 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 645,649,410 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 216 | $ 16,690 |
Prepaid expenses | 56,024 | 28,638 |
Total current assets | 56,240 | 45,328 |
Total assets | 56,240 | 45,328 |
Current liabilities: | ||
Accounts payable and accrued expenses, including $634,166 and $476,671 payable to related parties at September 30, 2020 and December 31, 2019, respectively | 4,607,590 | 3,772,030 |
Accrued compensation and related expenses | 1,091,682 | 2,083,841 |
Convertible notes payable, currently due and payable on demand, including accrued interest of $79,724 and $113,304 at September 30, 2020 and December 31, 2019, respectively of which $47,526 and $43,666, was deemed to be in default at September 30, 2020 and December 31, 2019 (Note 4) | 426,326 | 551,591 |
Note payable to SY Corporation, including accrued interest of $399,293 and $363,280 at September 30, 2020 and December 31, 2019, respectively (payment obligation currently in default - Note 4) | 795,098 | 766,236 |
Notes payable to officer, including accrued interest of $43,869 and $35,388 as of September 30, 2020 and December 31, 2019, respectively (Note 4) | 210,219 | 142,238 |
Notes payable to former officer, including accrued interest of $54,691 and $41,977 as of September 30, 2020 and December 31, 2019, respectively (Note 4) | 182,291 | 169,577 |
Other short-term notes payable | 31,219 | 4,634 |
Total current liabilities | 7,344,425 | 7,490,147 |
Commitments and contingencies (Note 8) | ||
Stockholders' deficiency: (Note 6) | ||
Series B convertible preferred stock, $0.001 par value; $0.6667 per share liquidation preference; aggregate liquidation preference $25,001; shares authorized: 37,500; shares issued and outstanding: 11; common shares issuable upon conversion at 0.00030 common shares per Series B share | 21,703 | 21,703 |
Common stock, $0.001 par value; shares authorized: 1,000,000,000; shares issued and outstanding: 577,842,003 at September 30, 2020 and 4,175,072 at December 31, 2019, respectively (Note 2 and Note 9) | 577,842 | 4,175 |
Additional paid-in capital | 161,863,565 | 159,038,388 |
Accumulated deficit | (169,751,295) | (166,509,085) |
Total stockholders' deficiency | (7,288,185) | (7,444,819) |
Total liabilities and stockholders' deficiency | $ 56,240 | $ 45,328 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts payable and accrued expenses to related party | $ 634,166 | $ 476,671 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 577,842,003 | 4,175,072 |
Common stock, shares outstanding | 577,842,003 | 4,175,072 |
Officer [Member] | ||
Accrued interest | $ 43,869 | $ 35,388 |
Former Officer [Member] | ||
Accrued interest | 54,691 | 41,977 |
SY Corporation [Member] | ||
Accrued interest | 399,293 | 363,280 |
Deemed to be in Default [Member] | ||
Notes default amount | 47,526 | 43,666 |
Convertible Notes Payable [Member] | ||
Accrued interest | $ 79,724 | $ 113,304 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, liquidation preference, per share | $ 0.6667 | $ 0.6667 |
Preferred stock, liquidation preference value | $ 25,001 | $ 25,001 |
Preferred stock, shares authorized | 37,500 | 37,500 |
Preferred stock, shares issued | 11 | 11 |
Preferred stock, shares outstanding | 11 | 11 |
Common stock shares issuable upon conversion of series B | 0.00030 | 0.00030 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating expenses: | ||||
General and administrative, including $492,900 and $121,600 to related parties for the three months ended September 30, 2020 and 2019, respectively, and $725,780 and $364,825 to related parties for the nine months ended September 30, 2020 and 2019, respectively | $ 1,140,204 | $ 279,930 | $ 1,969,223 | $ 874,834 |
Research and development, including $144,900 and $122,400 to related parties for the three months ended September 30, 2020 and 2019, respectively, and $389,700 and $367,200 to related parties for the nine months ended September 30, 2020 and 2019, respectively | 171,776 | 150,527 | 480,242 | 447,877 |
Total operating expenses | 1,311,980 | 430,457 | 2,449,465 | 1,322,711 |
Loss from operations | (1,311,980) | (430,457) | (2,449,465) | (1,322,711) |
Loss on extinguishment of debt and other liabilities in exchange for equity | (65,906) | (389,902) | ||
Interest expense, including $2,848 and $2,589 to related parties for the three months ended September 30, 2020 and 2019, respectively, and $8,481 and $7,683 to related parties for the nine months ended September 30, 2020 and 2019, respectively | (78,678) | (70,168) | (409,994) | (221,813) |
Foreign currency transaction gain (loss) | (22,791) | 30,781 | 7,151 | 57,135 |
Net loss attributable to common stockholders | $ (1,479,355) | $ (469,844) | $ (3,242,210) | $ (1,487,389) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.12) | $ (0.02) | $ (0.38) |
Weighted average common shares outstanding - basic and diluted | 224,352,033 | 3,874,465 | 131,793,037 | 3,873,097 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
General and administrative expense to related parties | $ 492,900 | $ 121,600 | $ 725,780 | $ 364,825 |
Research and development expenses to related parties | 144,900 | 122,400 | 389,700 | 367,200 |
Interest expense to related parties | $ 2,848 | $ 2,589 | $ 8,481 | $ 7,683 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 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 | Dec. 31, 2019 | |
Series B Convertible Preferred Stock [Member] | |||||||||
Balance beginning | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 |
Balance beginning, shares | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 |
Fair value of common stock warrants issued in connection with convertible notes | |||||||||
Fair value of common stock warrants and beneficial conversion feature associated with convertible notes | |||||||||
Fair value of common stock warrants and beneficial conversion feature associated with convertible notes, shares | |||||||||
Issuances of common stock | |||||||||
Issuances of common stock, shares | |||||||||
Note discounts | |||||||||
Issuances of common stock (after issuance and full conversion of Series H Preferred Stock) | |||||||||
Issuances of common stock (after issuance and full conversion of Series H Preferred Stock), shares | |||||||||
Note payable conversions | |||||||||
Note payable conversions, shares | |||||||||
Option grants | |||||||||
Warrant exercises | |||||||||
Warrant exercises, shares | |||||||||
Net loss | |||||||||
Balance ending | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 | $ 21,703 |
Balance ending, shares | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 |
Common Stock [Member] | |||||||||
Balance beginning | $ 222,307 | $ 33,694 | $ 4,175 | $ 3,872 | $ 3,872 | $ 3,872 | $ 4,175 | $ 3,872 | $ 3,872 |
Balance beginning, shares | 222,307,381 | 33,693,853 | 4,175,072 | 3,872,076 | 3,872,076 | 3,872,076 | 4,175,072 | 3,872,076 | 3,872,076 |
Fair value of common stock warrants issued in connection with convertible notes | |||||||||
Fair value of common stock warrants and beneficial conversion feature associated with convertible notes | $ 8 | ||||||||
Fair value of common stock warrants and beneficial conversion feature associated with convertible notes, shares | 7,500 | ||||||||
Issuances of common stock | $ 188,613 | $ 29,519 | |||||||
Issuances of common stock, shares | 188,613,528 | 29,518,781 | 87,018,841 | ||||||
Note discounts | |||||||||
Issuances of common stock (after issuance and full conversion of Series H Preferred Stock) | $ 253,774 | ||||||||
Issuances of common stock (after issuance and full conversion of Series H Preferred Stock), shares | 253,774,260 | ||||||||
Note payable conversions | $ 13,551 | ||||||||
Note payable conversions, shares | 13,550,801 | ||||||||
Option grants | |||||||||
Warrant exercises | $ 88,210 | ||||||||
Warrant exercises, shares | 88,209,561 | ||||||||
Net loss | |||||||||
Balance ending | $ 577,842 | $ 222,307 | $ 33,694 | $ 3,880 | $ 3,872 | $ 3,872 | $ 577,842 | $ 3,880 | $ 4,175 |
Balance ending, shares | 577,842,003 | 222,307,381 | 33,693,853 | 3,879,576 | 3,872,076 | 3,872,076 | 577,842,003 | 3,879,576 | 4,175,072 |
Additional Paid-in Capital [Member] | |||||||||
Balance beginning | $ 160,181,182 | $ 159,948,987 | $ 159,038,388 | $ 158,768,984 | $ 158,681,034 | $ 158,635,222 | $ 159,038,388 | $ 158,635,222 | $ 158,635,222 |
Fair value of common stock warrants issued in connection with convertible notes | 45,812 | ||||||||
Fair value of common stock warrants and beneficial conversion feature associated with convertible notes | 47,493 | 87,950 | |||||||
Issuances of common stock | 142,195 | 910,599 | |||||||
Note discounts | 90,000 | ||||||||
Issuances of common stock (after issuance and full conversion of Series H Preferred Stock) | 1,435,910 | ||||||||
Note payable conversions | (2,817) | ||||||||
Option grants | 337,500 | ||||||||
Warrant exercises | (88,210) | ||||||||
Net loss | |||||||||
Balance ending | 161,863,565 | 160,181,182 | 159,948,987 | 158,816,477 | 158,768,984 | 158,681,034 | 161,863,565 | 158,816,477 | 159,038,388 |
Accumulated Deficit [Member] | |||||||||
Balance beginning | (168,271,940) | (167,455,803) | (166,509,085) | (165,411,597) | (164,934,384) | (164,394,052) | (166,509,085) | (164,394,052) | (164,394,052) |
Fair value of common stock warrants issued in connection with convertible notes | |||||||||
Fair value of common stock warrants and beneficial conversion feature associated with convertible notes | |||||||||
Issuances of common stock | |||||||||
Note discounts | |||||||||
Issuances of common stock (after issuance and full conversion of Series H Preferred Stock) | |||||||||
Note payable conversions | |||||||||
Option grants | |||||||||
Warrant exercises | |||||||||
Net loss | (1,479,355) | (816,137) | (946,718) | (469,844) | (477,213) | (540,332) | |||
Balance ending | (169,751,295) | (168,271,940) | (167,455,803) | (165,881,441) | (165,411,597) | (164,934,384) | (169,751,295) | (165,881,441) | (166,509,085) |
Balance beginning | (7,846,748) | (7,451,419) | (7,444,819) | (6,617,038) | (6,227,775) | (5,733,255) | $ (7,444,819) | (5,733,255) | (5,733,255) |
Fair value of common stock warrants issued in connection with convertible notes | 45,812 | ||||||||
Fair value of common stock warrants and beneficial conversion feature associated with convertible notes | 47,501 | 87,950 | |||||||
Issuances of common stock | 330,808 | 940,118 | |||||||
Note discounts | 90,000 | ||||||||
Issuances of common stock (after issuance and full conversion of Series H Preferred Stock) | 1,685,234 | ||||||||
Note payable conversions | 10,734 | ||||||||
Note payable conversions, shares | 145,198,671 | ||||||||
Option grants | 337,500 | ||||||||
Warrant exercises | |||||||||
Net loss | (1,479,355) | (816,137) | (946,718) | (469,844) | (477,213) | (540,332) | $ (3,242,210) | (1,487,389) | 2,115,033 |
Balance ending | $ (7,288,185) | $ (7,846,748) | $ (7,451,419) | $ (7,039,381) | $ (6,617,038) | $ (6,227,775) | $ (7,288,185) | $ (7,039,381) | $ (7,444,819) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||||||
Net loss | $ (1,479,355) | $ (946,718) | $ (469,844) | $ (540,332) | $ (3,242,210) | $ (1,487,389) | $ 2,115,033 |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Amortization of debt discounts and debt issuance costs | 301,515 | 122,373 | |||||
Loss on extinguishment of debt and other liabilities | 65,906 | 389,902 | |||||
Stock-based compensation | 337,500 | ||||||
Foreign currency transaction (gain) loss | 22,791 | (30,781) | (7,151) | (57,135) | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | (27,385) | (15,743) | |||||
Accounts payable and accrued expenses | 1,062,163 | 432,579 | |||||
Accrued compensation and related expenses | 700,540 | 585,900 | |||||
Accrued interest payable | 134,402 | 105,724 | |||||
Net cash used in operating activities | (350,724) | (313,691) | (487,745) | ||||
Cash flows from financing activities: | |||||||
Proceeds from convertible notes borrowings | 274,750 | 263,501 | |||||
Debt issuance costs | (8,000) | ||||||
Proceeds from issuance of note payable to officer | 59,500 | 25,000 | |||||
Net cash provided by financing activities | 334,250 | 280,501 | |||||
Cash and cash equivalents: | |||||||
Net decrease | (16,474) | (33,190) | |||||
Balance at beginning of period | $ 16,690 | $ 33,284 | 16,690 | 33,284 | 33,284 | ||
Balance at end of period | $ 216 | $ 94 | 216 | 94 | $ 16,690 | ||
Cash paid for - | |||||||
Interest | 4,506 | 4,936 | |||||
Non-cash financing activities: | |||||||
Beneficial Conversion Feature associated with convertible debt | 90,000 | ||||||
Debt and accrued interest converted to common stock | 975,660 | ||||||
Issuance of common stock for accrued compensation and benefits | 1,684,218 | ||||||
Issuance of common stock for accounts payable | 307,015 | ||||||
Issuance of warrants for with Series H conversion | 1,268,871 | ||||||
Issuance of common stock with 10% convertible notes | 1,588 | ||||||
Warrants issued with convertible debt | 44,451 | 80,968 | |||||
Cashless warrant exercises | 103,848 | ||||||
Original issue discounts associated with convertible debt | 19,250 | 15,500 | |||||
Issuance of note payable for equity raising costs | $ 40,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | Sep. 30, 2019 | Jun. 25, 2012 |
Statement of Cash Flows [Abstract] | ||
Convertble notes payable percentage | 10.00% | 12.00% |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization RespireRx Pharmaceuticals Inc. (“RespireRx”) was formed in 1987 under the name Cortex Pharmaceuticals, Inc. to engage in the discovery, development and commercialization of innovative pharmaceuticals for the treatment of neurological and psychiatric disorders. On December 16, 2015, RespireRx filed a Certificate of Amendment to its Second Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to amend its Second Restated Certificate of Incorporation to change its name from Cortex Pharmaceuticals, Inc. to RespireRx Pharmaceuticals Inc. In August 2012, RespireRx acquired Pier Pharmaceuticals, Inc. (“Pier”), which is now a wholly owned subsidiary. Pier was a clinical stage biopharmaceutical company developing a pharmacologic treatment for obstructive sleep apnea (“OSA”) and had been engaged in research and clinical development activities which activities are now in RespireRx. Basis of Presentation The condensed consolidated financial statements are of RespireRx and its wholly owned subsidiary, Pier (collectively referred to herein as the “Company,” “we” or “our,” unless the context indicates otherwise). The condensed consolidated financial statements of the Company at September 30, 2020 and for the three months and nine months ended September 30, 2020 and 2019, are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) have been made that are necessary to present fairly the consolidated financial position of the Company as of September 30, 2020, the results of its consolidated operations for the three months and nine months ended September 30, 2020 and 2019, changes in its consolidated statements of stockholders’ deficiency for the nine months ended September 30, 2020 and 2019 and its consolidated cash flows for the nine months ended September 30, 2020 and 2019. Consolidated operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The consolidated balance sheet at December 31, 2019 has been derived from the Company’s audited consolidated financial statements at such date. The condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and other information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC. |
Business
Business | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | 2. Business The mission of the Company is to develop innovative and revolutionary treatments to combat disorders caused by disruption of neuronal signaling. We are developing treatment options that address conditions that affect millions of people, but for which there are limited or poor treatment options, including OSA, attention deficit hyperactivity disorder (“ADHD”) epilepsy, chronic pain, including inflammatory and neuropathic pain, recovery from spinal cord injury (“SCI”), as well as other areas of interest based on results of animal studies to date. RespireRx is developing a pipeline of new drug products based on our broad patent portfolios across two distinct drug platforms: (i) our pharmaceutical cannabinoids platform (which we refer to as ResolutionRx), including dronabinol (a synthetic form of ∆9-tetrahydrocannabinol (“Δ9-THC”)), which acts upon the nervous system’s endogenous cannabinoid receptors, and (ii) our neuromodulators platform (which we refer to as EndeavourRx) is made up of two programs: (a) our ampakines program, including proprietary compounds that are positive allosteric modulators (“PAMs”) of AMPA-type glutamate receptors to promote neuronal function and (b) our GABAkines program, including proprietary compounds that are PAMs of GABA A Financing our Platforms Our major challenge has been to raise substantial equity or equity-linked financing to support research and development plans for our cannabinoid and neuromodulator platforms, while minimizing the dilutive effect to pre-existing stockholders. At present, we believe that we are hindered primarily by our public corporate structure, our OTCQB listing, and low market capitalization as a result of our low stock price. For this reason, the Company is considering an internal restructuring plan that contemplates spinning out our two drug platforms into separate operating businesses or subsidiaries. We believe that by creating one or more subsidiaries to further the aims of Project ResolutionRx and Project EndeavourRx, it may be possible, through separate finance channels, to optimize the asset values of both the cannabinoid platform and the neuromodulator platform. Going Concern The Company’s condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred net losses of $3,242,210 for the nine months ended September 30, 2020 and $2,115,033 for the fiscal year ended December 31, 2019 respectively, as well as negative operating cash flows of $350,724 for the nine months ended September 30, 2020 and $487,745 for the fiscal year ended December 31, 2019. The Company also had a stockholders’ deficiency of $7,288,185 at September 30, 2020 and expects to continue to incur net losses and negative operating cash flows for at least the next few years. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern, and the Company’s independent registered public accounting firm, in its audit report on the Company’s consolidated financial statements for the year ended December 31, 2019, expressed substantial doubt about the Company’s ability to continue as a going concern. The Company is currently, and has for some time, been in significant financial distress. It has extremely limited cash resources and current assets and has no ongoing source of sustainable revenue. Management is continuing to address various aspects of the Company’s operations and obligations, including, without limitation, debt obligations, financing requirements, establishment of new and maintenance and improvement of existing and in-process intellectual property, licensing agreements, legal and patent matters and regulatory compliance, and has taken steps to continue to raise new debt and equity capital to fund the Company’s business activities from both related and unrelated parties to fund the Company’s business activities. The Company is continuing its efforts to raise additional capital in order to be able to pay its liabilities and fund its business activities on a going forward basis, including the pursuit of the Company’s planned research and development activities. The Company regularly evaluates various measures to satisfy the Company’s liquidity needs, including development and other agreements with collaborative partners and, when necessary, seeking to exchange or restructure the Company’s outstanding securities. The Company is evaluating certain changes to its operations and structure to facilitate raising capital from sources that may be interested in financing only discrete aspects of the Company’s development programs. Such changes could include a significant reorganization, which may include the formation of one or more subsidiaries into which one or more of our programs may be contributed. As a result of the Company’s current financial situation, the Company has limited access to external sources of debt and equity financing. Accordingly, there can be no assurances that the Company will be able to secure additional financing in the amounts necessary to fully fund its operating and debt service requirements. If the Company is unable to access sufficient cash resources, the Company may be forced to discontinue its operations entirely and liquidate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation The accompanying condensed consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of RespireRx and its wholly owned subsidiary, Pier. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, among other things, accounting for potential liabilities, and the assumptions used in valuing stock-based compensation issued for services. Actual amounts may differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit risk by investing its cash with high quality financial institutions. The Company’s cash balances may periodically exceed federally insured limits. The Company has not experienced a loss in such accounts to date. Value of Financial Instruments The authoritative guidance with respect to value of financial instruments established a value hierarchy that prioritizes the inputs to valuation techniques used to measure value into three levels and requires that assets and liabilities carried at value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers into and out of Levels 1 and 2, and activity in Level 3 value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. The Company determines the level in the value hierarchy within which each value measurement falls in its entirety, based on the lowest level input that is significant to the value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amounts of financial instruments (consisting of cash, cash equivalents, and accounts payable and accrued expenses) are considered by the Company to be representative of the respective values of these instruments due to the short-term nature of those instruments. With respect to the note payable to SY Corporation (as defined below) and the convertible notes payable, management does not believe that the credit markets have materially changed for these types of borrowings since the original borrowing date. The Company considers the carrying amounts of the notes payable to officers, inclusive of accrued interest, to be representative of the respective values of such instruments due to the short-term nature of those instruments and their terms. Deferred Financing Costs Costs incurred in connection with ongoing debt and equity financings, including legal fees, are deferred until the related financing is either completed or abandoned. Costs related to abandoned debt or equity financings are charged to operations in the period of abandonment. Costs related to completed equity financings are netted against the proceeds. Capitalized Financing Costs The Company presents debt issuance costs related to debt obligations in its consolidated balance sheet as a direct deduction from the carrying amount of that debt obligation, consistent with the presentation for debt discounts. Convertible Notes Payable Convertible notes are evaluated to determine if they should be recorded at amortized cost. To the extent that there are associated warrants or a beneficial conversion feature, the convertible notes and warrants are evaluated to determine if there are embedded derivatives to be identified, bifurcated and valued in connection with and at the time of such financing. Notes Exchanges In cases where debt or other liabilities are exchanged for equity, the Company compares the carrying value of debt, inclusive of accrued interest, if applicable, being exchanged, to the value of the equity issued and records any loss or gain as a result of such exchange. See Note 4. Notes Payable. Extinguishment of Debt and Settlement of Liabilities The Company accounts for the extinguishment of debt and settlement of liabilities by comparing the carrying value of the debt or liability to the value of consideration paid or assets given up and recognizing a loss or gain in the condensed consolidated statement of operations in the amount of the difference in the period in which such transaction occurs. Prepaid Insurance Prepaid insurance represents the premium paid in March 2020 for directors and officers insurance, as well as the amortized amount of an April 2020 premium payment for office-related insurances and clinical trial coverage. Directors’ and Officers’ insurance tail coverage, purchased in March 2013 expired in March 2020 and all prepaid amounts have been fully amortized. The amounts of prepaid insurance amortizable in the ensuing twelve-month period are recorded as prepaid insurance in the Company’s consolidated balance sheet at each reporting date and amortized to the Company’s consolidated statement of operations for each reporting period. Stock-Based Awards RespireRx periodically issues its common stock, par value $0.001 (“Common Stock”) and stock options to officers, directors, Scientific Advisory Board members, consultants and vendors for services rendered. Such issuances vest and expire according to terms established at the issuance date of each grant. The Company accounts for stock-based payments to officers, directors, outside consultants and vendors by measuring the cost of services received in exchange for equity awards based on the grant date value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s consolidated financial statements over the vesting period of the awards. Stock grants, which are sometimes subject to time-based vesting, are measured at the grant date fair value and charged to operations ratably over the vesting period. Stock options granted to members of the Company’s outside consultants and other vendors are valued on the grant date. As the stock options vest, the Company recognizes this expense over the period in which the services are provided. The value of stock options granted as stock-based payments is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock over the term of the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of common stock is determined by reference to the quoted market price of the Company’s common stock. Stock options and warrants issued to non-employees as compensation for services to be provided to the Company or in settlement of debt are accounted for based upon the fair value of the services provided or the estimated fair value of the stock option or warrant, whichever can be more clearly determined. Management uses the Black-Scholes option-pricing model to determine the fair value of the stock options and warrants issued by the Company. The Company recognizes this expense over the period in which the services are provided. The Company recognizes the value of stock-based payments in general and administrative costs and in research and development costs, as appropriate, in the Company’s condensed consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option and warrant exercises. Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have had a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it anticipates it will be able to utilize these tax attributes. As of September 30, 2020, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of September 30, 2020, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. Foreign Currency Transactions The note payable to SY Corporation (as defined below), which is denominated in a foreign currency (the South Korean Won), is translated into the Company’s functional currency (the United States Dollar) at the exchange rate on the balance sheet date. The foreign currency exchange gain or loss resulting from translation is recognized in the related condensed consolidated statements of operations. Research and Development Research and development costs include compensation paid to management directing the Company’s research and development activities, including but not limited to compensation paid to our Chief Scientific Officer and fees paid to consultants and outside service providers and organizations (including research institutes at universities), and other expenses relating to the acquisition, design, development and clinical testing of the Company’s treatments and product candidates. License Agreements Obligations incurred with respect to mandatory payments provided for in license agreements are recognized ratably over the appropriate period, as specified in the underlying license agreement, and are recorded as liabilities in the Company’s condensed consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s condensed consolidated statement of operations. Obligations incurred with respect to milestone payments provided for in license agreements are recognized when it is probable that such milestone will be reached and are recorded as liabilities in the Company’s condensed consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s condensed consolidated statement of operations. Payments of such liabilities are made in the ordinary course of business. Patent Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, all patent costs, including patent-related legal and filing fees, are expensed as incurred and recorded as general and administrative expenses. Earnings per Share The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Net loss attributable to common stockholders consists of net loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. At September 30, 2020 and 2019, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. September 30, 2020 2019 Series B convertible preferred stock 11 11 Convertible notes payable 47,239,857 867,200 Common stock warrants 288,093,579 2,016,043 Common stock options 71,660,938 4,287,609 Total 406,994,385 7,170,863 Reclassifications Certain comparative figures in 2019 have been reclassified to conform to the current quarter’s presentation. These reclassifications were immaterial, both individually and in the aggregate. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The subtitle is Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This Accounting Standard Update (“ASU”) addresses complex financial instruments that have characteristics of both debt and equity. The application of this ASU would reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models would result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The Company has historically issued complex financial instruments and has considered whether embedded conversion features have existed within those contracts or whether derivatives would appropriately be bifurcated. To date, no such bifurcation has been necessary. However, it is possible that this ASU may have a substantial impact on the Company’s financial statements. Management is evaluating the potential impact. This ASU becomes effective for fiscal years beginning after December 15, 2023. In March 2020, The FASB issued Accounting Standards Update No. 2020-03, Codification Improvements to Financial Instruments. There are seven issues addressed in this update. Issues 1 through 5 were clarifications and codifications of previous updates. Issue 3 relates only to depository and lending institutions and therefore would not be applicable to the Company. Issue 6 was a clarification on determining the contractual term of a net investment in a lease for purposes of measuring expected credit losses, an issue not applicable to the Company. Issue 7 relates to the regaining control of financial assets sold and the recordation of an allowance for credit losses. The amendment related to issues 1, 2, 4 and 5 become effective immediately upon adoption of the update. Issue 3 becomes effective for fiscal years beginning after December 15, 2019. Issues 6 and 7 become effective on varying dates that relate to the dates of adoption other updates. Management’s initial analysis is that it does not believe the new guidance will substantially impact the Company’s financial statements. In December 2019, the FASB issued an amendment to the guidance on income taxes which is intended to simplify the accounting for income taxes. The amendment eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of the deferred tax liabilities for outside basis differences. The amendment also clarifies existing guidance related to the recognition of franchise tax, the evaluation of a step up in the tax basis of goodwill, and the effects of enacted changes in tax laws or rates in the effective tax rate computation, among other clarifications. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Management is currently evaluating the impact the guidance will have on our consolidated financial statements. In June 2016, the FASB issued an amendment to the guidance on the measurement of credit losses on financial instruments. The amendment updates the guidance for measuring and recording credit losses on financial assets measured and amortized cost by replacing the “incurred loss” model with an “expected loss” model. Accordingly, these financial assets will be presented at the net amount expected to be collected. The amendment also requires that credit losses related to available-for-sale debt securities be recorded as an allowance through net income rather than reducing the carrying amount under the current, other-than-temporary-impairment model. The guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. Early adoption is permitted for annual periods after December 15, 2018. Management is currently evaluating the impact the guidance will have on our consolidated financial statements. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. Notes Payable Convertible Notes Payable Q3 2020 Convertible Notes Convertible Note with EMA Financial, LLC On July 30, 2020, RespireRx and EMA Financial, LLC (“EMA”) entered into a Securities Purchase Agreement (the “EMA SPA”) by which EMA provided a sum of $68,250 (the “EMA Consideration”) to RespireRx, in return for a fixed rate convertible note (the “EMA Note”) with a face amount of $75,000, and a common stock purchase warrant (the “EMA Warrant”) for 3,750,000 shares of Common Stock. The net proceeds received by RespireRx on August 4, 2020 were $63,750 after payment of $3,500 in EMA’s legal fees and the withholding by EMA of $1,000 in diligence fees. The EMA Note obligates RespireRx to pay by October 30, 2021 (the “EMA Maturity Date”) a principal amount of $75,000 together with interest at a rate equal to 10% per annum, which principal exceeds the EMA Consideration by the amount of an original issue discount of $6,750. Any amount of principal or interest that is not paid by the EMA Maturity Date would bear interest at the rate of 24% from the EMA Maturity Date to the date such amount is paid. EMA has the right, in its discretion, at any time, to convert any outstanding and unpaid amount of the EMA Note into shares of Common Stock, provided that such conversion would not result in EMA beneficially owning more than 4.99% of RespireRx’s then outstanding Common Stock. In the absence of an event of default, EMA may convert at a per share conversion price equal to $0.02, subject to a retroactive downward adjustment if the lowest traded price on each of the three consecutive trading days following such conversion is lower than $0.02. Upon an event of default, the conversion price is adjusted downward based on a discount to market with respect to subsequent financings or a percentage of the lowest traded price during the twenty one day period prior to the conversion, if lower than $0.02. Upon such conversion, all rights with respect to the portion of the EMA Note being so converted terminate, except for the right to receive Common Stock or other securities, cash or other assets as provided in the EMA Note due upon such conversion. RespireRx may, with prior written notice to EMA, prepay the outstanding principal amount under the EMA Note during the initial 180 day period by making a payment to EMA of an amount in cash equal to a certain percentage of the outstanding principal, interest, default interest and other amounts owed. Such percentage varies from 110% to 115% depending on the period in which the prepayment occurs, as set forth in the EMA Note. If, prior to the repayment or conversion of the EMA Note, RespireRx consummates a registered, qualified or unregistered primary offering of its securities for capital raising purposes with aggregate net proceeds in excess of $2,500,000, EMA will have the right, in its discretion, to demand repayment in full of any outstanding principal, interest (including default interest) under the EMA Note as of the closing date of such offering. The EMA SPA includes, among other things: (1) an automatic adjustment to the terms of the EMA SPA and related documents to the terms of a future financing if those terms are more beneficial to an investor than the terms of the EMA SPA and related documents are to EMA, subject to limited exceptions; and (2) certain registration rights. In addition, the EMA Note prohibits RespireRx from selling or otherwise disposing of a significant portion of its assets outside the ordinary course of business or in connection with a merger or consolidation or sale of all or substantially all of RespireRx’s assets where the surviving or successor entity does not assume RespireRx’s obligations under the EMA SPA. Further, any subsidiary to which RespireRx transfers a material amount of assets must guarantee certain obligations of RespireRx under the EMA Note. The EMA Warrant is a common stock purchase warrant to purchase 3,750,000 shares of Common Stock, for value received in connection with the issuance of the EMA Note, from the date of issuance of the EMA Warrant until September 30, 2023, at an exercise price of $0.007 (subject to adjustment as provided therein) per share of Common Stock. The EMA Note and the shares of Common Stock issuable upon conversion thereof are offered and sold to EMA in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws, which include Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. Pursuant to these exemptions, EMA represented to the Company under the EMA SPA, among other representations, that it was an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this financing. The outstanding amounts of the EMA Note consists of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Principal amount of notes payable $ 75,000 $ - Unamortized portion of note discounts (24,009 ) Accrued interest payable 1,274 - $ 52,265 $ - Convertible Note and Equity Purchase Agreement with White Lion Capital, LLC On July 28, 2020, RespireRx issued a convertible note, as amended (“Commitment Note”) to White Lion Capital, LLC (“White Lion”) pursuant to, and to induce White Lion to enter into an equity purchase agreement dated July 28, 2020 (“White Lion EPA”). See Note 8. Commitments and Contingencies - Entry into Equity Purchase Agreement The Commitment Note obligates RespireRx to pay by July 28, 2021 a principal amount of $40,000, together with a guaranteed interest payment of $3,200 representing an 8% per annum interest rate applied regardless of any payments or prepayments other than payments made by conversion of the Commitment Note. Upon an event of default, any amount of outstanding principal or interest would bear interest at the lower of 18% or the highest rate permitted by law. White Lion has the right, at any time after the first 180 days after execution of the White Lion EPA, to convert any outstanding and unpaid amount (including accrued interest and other fees) into shares of Common Stock, provided that such conversion would not result in White Lion beneficially owning more than 9.99% of the Company’s then outstanding Common Stock. Unless an event of default has occurred, White Lion may convert at a per share conversion price equal to $0.02. Upon such conversion, all rights with respect to the portion of the Commitment Note being so converted terminate, except for the right to receive Common Stock. White Lion also has the right, at any time the Commitment Note is outstanding, to apply any outstanding principal or interest as consideration for any equity, equity-linked and/or debt securities offered by the Company in any public offering or private placement, subject to the terms of the Commitment Note. RespireRx may, with prior written notice to White Lion, prepay the entire outstanding principal amount under the Commitment Note at any time by making a payment to White Lion of an amount in cash equal to 110% of the outstanding principal, guaranteed interest amount, and any default interest or other amounts owed. RespireRx determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this financing. The outstanding amounts of the White Lion Note consist of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Principal amount of notes payable $ 40,000 $ - Accrued interest payable 561 - $ 40,561 $ - Convertible Note with FirstFire Global Opportunities Fund LLC On July 2, 2020, RespireRx and FirstFire Global Opportunities Fund LLC (“FirstFire”) entered into a Securities Purchase Agreement (the “FirstFire SPA”) pursuant to which FirstFire provided a sum of $125,000 (the “FirstFire Consideration”) to RespireRx, in return for a convertible promissory note (the “FirstFire Note”) with a face amount of $137,500 (which difference in value as compared to the FirstFire Consideration is due to an original issue discount of $12,500), a common stock purchase warrant for 6,875,000 shares of the Company’s common stock (the “FirstFire Warrant”), and the Confession of Judgment (as defined below), among other agreements and obligations. The net proceeds of the First Fire Consideration, which were received by RespireRx on July 6, 2020, equal $121,000 after payment of $4,000 in FirstFire’s legal fees. Under the terms of the FirstFire SPA and the FirstFire Note, FirstFire paid the FirstFire Consideration at closing. The FirstFire Note obligates RespireRx to pay interest at a rate of 10% per annum on any unpaid principal beginning on July 2, 2020, and to make five monthly amortization payments in the amount of $30,250 each, with the first such payment due on December 2, 2020, and the final such payment, along with any unpaid principal and any accrued and unpaid interest and other fees, due April 2, 2021 (the “FirstFire Note Maturity Date”). Any amount of principal or interest that is not paid when due bears interest at the rate of the lesser of 24% and the maximum amount permitted by law, from the due date to the date such amount is paid. FirstFire has the right, at any time, to convert any outstanding and unpaid amount of the FirstFire Note into shares of RespireRx’s Common Stock or securities convertible into RespireRx’s common stock, provided that such conversion would not result in FirstFire beneficially owning more than 4.99% of RespireRx’s then outstanding shares of Common Stock. Subject to certain limitations and adjustments as described in the FirstFire Note, FirstFire may convert at a per share conversion price equal to $0.02 (the “FirstFire Fixed Conversion Price”), provided that upon any event of default, the conversion price will equal the lower of (i) the FirstFire Fixed Conversion Price, (ii) discount to market based upon subsequent financings with other investors, or (iii) 60% multiplied by the lowest traded price of Common Stock during the twenty-one consecutive trading day period immediately preceding the date of such conversion. Upon such conversion, all rights with respect to the portion of the FirstFire Note being so converted terminate, except for the right to receive Common Stock or other securities, cash or other assets as provided in the FirstFire Note due upon such conversion. RespireRx may, with prior written notice to FirstFire, prepay the outstanding principal amount under the FirstFire Note during the initial 180 day period after the execution of the FirstFire SPA by making a payment to FirstFire of an amount in cash equal to a certain percentage of the outstanding principal, interest, default interest and other amounts owed. Such percentage varies from 105% to 115% depending on the period in which the prepayment occurs. The FirstFire SPA provides FirstFire with certain participation rights in any subsequent offering of debt or equity. Under the FirstFire SPA, RespireRx may not enter into an offering of its securities with terms that would benefit an investor more than FirstFire is benefited under the FirstFire SPA and the agreements ancillary thereto, unless RespireRx offers FirstFire those same terms. The FirstFire SPA also grants FirstFire certain registration rights. The FirstFire Warrant is a warrant to purchase 6,875,000 shares of Common Stock, for value received in connection with the issuance of the FirstFire Note, from the date of issuance of the FirstFire Warrant until September 30, 2023, at an exercise price of $0.007 (subject to adjustment as provided therein) per share of common stock. Additionally, RespireRx provided a confession of judgment (the “Confession of Judgment”) in favor of FirstFire for the amount of the FirstFire Note plus fees and costs, to be filed pursuant to the terms and conditions of the FirstFire SPA and the FirstFire Note. The FirstFire Note and the shares of Common Stock issuable upon conversion thereof are offered and sold to FirstFire in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws, which include Section 4(a)(2) of the Securities Act, and Rule 506(b) promulgated by the SEC under the Securities Act. Pursuant to these exemptions, FirstFire represented to RespireRx under the FirstFire SPA, among other representations, that it was an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this financing. The outstanding amounts of the FirstFire Note consist of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Principal amount of notes payable $ 137,500 $ - Unamortized portion of note discounts (29,831 ) Accrued interest payable 3,390 - $ 111,059 $ - Q2 2020 Convertible Notes RespireRx and Power Up Lending Group Ltd. (“Power Up”) entered into two securities purchase agreements, dated as of April 15, 2020 and June 7, 2020 (each, a “Power Up Agreement”), by which Power Up loaned $53,000 and $43,000, respectively, to RespireRx in return for two convertible promissory notes (the “April 2020 Note” and the “June 2020 Note” respectively), a limited guaranty associated with the April 2020 Note, and the delivery into escrow of a confession of judgment in favor of Power Up for the amount of the April 2020 Note plus fees and costs to be filed by Power Up upon the occurrence of an Event of Default (as defined in the April 2020 Note) and other transaction-related documents associated with both the April 2020 Note and the June 2020 Note. The proceeds of the loans, which equal $90,000 after payment of $5,000 in legal fees and $1,000 in due diligence fees, were used for general corporate purposes. The April 2020 Note was repaid by conversion in October 2020 (See Note 9. Subsequent Events). The June 2020 Note will be payable on June 7, 2021, (the “June 2020 Note Maturity Date”), and bears interest at a rate equal to 12% per annum, with any amount of principal or interest which is not paid when due bearing interest at the rate of 22% per annum. Power Up has the right, at any time during the period beginning on the date that is 180 days following the date of the June 2020 Note and ending on the later of (i) the applicable June 2020 Note Maturity Date and (ii) the date of payment of the Default Amount (as defined in the notes), to convert any outstanding and unpaid amount of the June 2020 Note into shares of RespireRx’s common stock or securities convertible into RespireRx’s common stock (the “June 2020 Note Conversion Shares”), provided that such conversion would not result in Power Up beneficially owning more than 4.99% of RespireRx’s common stock. Subject to certain limitations and adjustments as described in the June 2020 Note, Power Up may convert at a per share conversion price equal to 61% of the lowest trading price of the common stock as reported by the exchange on which RespireRx’s shares are traded, for the twenty trading days prior to, but excluding, the day upon which a notice of conversion is received by RespireRx. Upon the conversion of all amounts due under the June 2020 Note, would be deemed repaid and terminated. The April 2020 Note was repaid and terminated in this manner in October 2020. See Note 9. Subsequent Events. RespireRx may prepay the outstanding principal amount under the June 2020 Note by paying a certain percentage of the sum of the outstanding principal, interest, default interest and other amounts owed. Such percentage varies from 120% to 145% depending on the period in which the prepayment occurs, as set forth in the June 2020 Note. During the period in which the June 2020 Note is outstanding, subject to certain limited exceptions, RespireRx must notify Power Up in advance of closing of any financing transactions with third party investors. At Power Up’s discretion, RespireRx must amend and restate each note, including its conversion terms, and the June 2020 Note Conversion Shares to be identical to the instruments evidencing such financing transaction. Both the April 2020 Note and the June 2020 Note and the shares of common stock issuable upon conversion thereof were offered and sold to the Lender in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws, which include Section 4(a)(2) of the Securities Act. Pursuant to these exemptions, Power Up represented to RespireRx under each Power Up Agreement, among other representations, that it was an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this financing. The outstanding amounts of the April 2020 Note and June 2020 Note consist of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Principal amount of notes payable $ 96,000 $ - Unamortized portion of note discounts (58,057 ) Accrued interest payable 4,553 - $ 42,496 $ - On October 22, 23 and 26, 2020, Power Up converted the outstanding principal amount and all accrued and unpaid interest related to the April 2020 Note into 28,804,407 shares of Common Stock and as of October 26, 2020 the April 2020 Note is deemed repaid and terminated. See Note 9. Subsequent Events. 2019 Convertible Notes On November 4, 2019, October 22, 2019, August 19, 2019, May 17, 2019 and April 24, 2019, the Company issued a series of convertible notes (“2019 Convertible Notes”), all similar in nature, all subject to debt issuance costs (“DIC”) and original issue discount (“OID”) and beneficial conversion (“BCF”) features and some subject to the issuance of warrants (“NW”) and/or commitment shares (“CS”) and placement agent fees. Two of the notes had maturity dates nine months after issuance and three were for one year. One note was a master note agreement in the amount of $150,000, but with an initial drawdown of $50,000. The Company evaluated all of the terms of the 2019 Convertible Notes and determined that, in accordance with ASC 815, there were no derivatives to be bifurcated or separately valued. Each of the April, 24, 2019, May 17, 2020, August 19, 2019, October 22, 2019 and November 4, 2019 Convertible Notes was satisfied in full by the lenders electing to convert the outstanding balances to Common Stock, except for $2,747 of accrued interest that remains outstanding under the May 17, 2019 Convertible Note. Inception date Maturity date Original principal amount Interest rate Original aggregate DIC, OID, BCF, NW and CS Cumulative amortization of DIC, OID, BCF, NW and CS Principal remaining at September 30, 2020 Accrued Interest at September 30, 2020 Balance sheet carrying amount at September 30, 2020 inclusive of accrued interest May 17, 2019 May 17, 2020, extended to November 17, 2020 $ 50,000 10 % $ 50,000 $ 50,000 $ - $ 2,747 $ 2,747 Total $ 50,000 $ 50,000 $ 50,000 $ - $ 2,747 $ 2,747 2018 Q4 and 2019 Q1 Notes and Original Convertible Notes On December 6, 2018, December 7, 2018 and December 31, 2018 the Company issued convertible notes (each a “2018 Q4 Note”) and on January 2, 2019, February 27, 2019, March 6, 2019 and March 14, 2019, the Company issued additional convertible notes (each a “2019 Q1 Note”, respectively and collectively with the “2018 Q4, the “2018 Q4 and 2019 Q1 Notes”) bearing interest at 10% per year. All of the 2018 Q4 and 2019 Q1 Notes matured on either February 28, 2019 or April 30, 2019. The original aggregate principal amount was $190,000. None of the 2018 Q4 and 2019 Q1 Notes were repaid at maturity. The 2018 Q4 and 2019 Q1 Note investors also received an aggregate of 190,000 common stock purchase warrants. The warrants were valued using the Black Scholes option pricing model calculated on the date of each grant and had an aggregate value of $146,805. Total value received by the investors was $336,805, the sum of the face value of the convertible note and the value of the warrant. Therefore, the Company recorded a debt discount associated with the warrant issuance of $82,159 and an initial value of the convertible notes of $107,841 using the relative fair value method. All debt discounts were fully amortized by the original maturity dates. On March 21, 2020, all except one of the 2018 Q4 and 2019 Q1 Note holders exchanged the outstanding principal amount and accrued interest for shares of common stock. The exchange price was $0.015 per share of common stock. The closing price on March 20, 2020, the last trading day before the closing of the exchange agreements which took place on a Saturday, was $0.034 per share of common stock. An aggregate of $155,000 of principal and $17,911 of accrued interest was exchanged for 11,527,407 shares of common stock. The Company recorded a loss on the extinguishment of the exchanged 2018 Q4 Notes and 2019 Q1 Notes of $219,021. As of September 30, 2020, there remains one outstanding 2018 Q4 Note and one outstanding 2019 Q1 Note, both held by the same single investor, with an aggregate principal amount of $35,000 and aggregate accrued interest of $6,215 as of September 30, 2020. The 2019 Convertible Notes discussed above, which the Company does not consider to have arisen from one or more offerings, may be interpreted in such a way that the remaining 2018 Q4 Note and 2019 Q1 Note holders had the right to convert or exchange into such notes. However, no holder of the Q4 2018 and 2019 Notes has requested such a conversion or exchange. The Company does not believe that an offering occurred as of September 30, 2020 or as of the date of the issuance of these financial statements. Therefore, the number of shares of common stock (or preferred stock) into which the remaining 2018 Q4 Note and the remaining 2019 Q1 Note may convert is not determinable and the Company has not accounted for any additional consideration. The warrants to purchase 190,000 shares of common stock issued in connection with the sale of the 2018 Q4 and 2019 Q1 Notes are exercisable at a fixed price of $1.50 per share of common stock, provide no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The warrants issued to the Q4 2018 and Q1 2019 Note holders expire on December 30, 2023. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this financing. The 2018 Q4 Notes and 2019 Q1 Notes consist of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Principal amount of notes payable $ 35,000 $ 190,000 Accrued interest payable 6,215 17,976 $ 41,215 $ 207,976 Other convertible notes were also sold to investors in 2014 and 2015 (the “Original Convertible Notes), which aggregated a total of $579,500, and had a fixed interest rate of 10% per annum. The Original Convertible Notes have no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The warrants to purchase shares of common stock issued in connection with the sale of the Original Convertible Notes have either been exchanged for common stock or expired. On March 21, 2020, the holder of one of the Original Convertible Notes exchanged $50,000 of principal and $32,875 of accrued interest for 5,525,017 shares of the Company’s common stock. The exchange price was $0.015 per share of common stock. The closing price on March 20, 2020, the last trading day before the closing of the exchange agreements, was $0.034 per share of common stock. The Company recorded a loss on the extinguishment of the exchanged Original Convertible Note of $104,975. The remaining outstanding Original Convertible Notes (including that for which a default notice has been received) consist of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Principal amount of notes payable $ 75,000 $ 125,000 Accrued interest payable 60,983 82,060 $ 135,983 $ 207,060 As of September 30, 2020, principal and accrued interest on the Original Convertible Note that is subject to a default notice accrues annual interest at 12% instead of 10%, totaled $47,526, of which $22,526 was accrued interest. As of December 31, 2019, principal and accrued interest on Original Convertible Notes subject to default notices totaled $43,666 of which $18,666 was accrued interest. As of September 30, 2020 all of the outstanding Original Convertible Notes, inclusive of accrued interest, were convertible into an aggregate of 11,955 shares of the Company’s common stock. Such Original Convertible Notes will continue to accrue interest until exchanged, paid or otherwise discharged. There can be no assurance that any of the additional holders of the remaining Original Convertible Notes will exchange their Original Convertible Notes. Note Payable to SY Corporation Co., Ltd. On June 25, 2012, the Company borrowed 465,000,000 Won (the currency of South Korea, equivalent to approximately $400,000 United States Dollars as of that date) from and executed a secured note payable to SY Corporation Co., Ltd., formerly known as Samyang Optics Co. Ltd. (“SY Corporation”), an approximately 20% common stockholder of the Company at that time. SY Corporation was a significant stockholder and a related party at the time of the transaction but has not been a significant stockholder or related party of the Company subsequent to December 31, 2014. The note accrues simple interest at the rate of 12% per annum and had a maturity date of June 25, 2013. The Company has not made any payments on the promissory note. At June 30, 2013 and subsequently, the promissory note was outstanding and in default, although SY Corporation has not issued a notice of default or a demand for repayment. Management believes that SY Corporation is in default of its obligations under its January 2012 license agreement, as amended, with the Company, but the Company has not yet issued a notice of default. The Company has in the past made several efforts towards a comprehensive resolution of the aforementioned matters involving SY Corporation. During the nine months ended September 30, 2020, there were no further communications between the Company and SY Corporation. The promissory note is secured by collateral that represents a lien on certain patents owned by the Company, including composition of matter patents for certain of the Company’s high impact ampakine compounds and the low impact ampakine compounds CX2007 and CX2076, and other related compounds. The security interest does not extend to the Company’s patents for its ampakine compounds CX1739 and CX1942, or to the patent for the use of ampakine compounds for the treatment of respiratory depression. Note payable to SY Corporation consists of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 399,293 363,280 Foreign currency transaction adjustment (3,969 ) 3,182 $ 795,098 $ 766,236 Interest expense with respect to this promissory note was $12,092 and $12,092 for the three months and was $36,013 and $35,881 for the nine months ended September 30, 2020 and 2019, respectively. Notes Payable to Officers and Former Officers For the three months ended September 30, 2020 and 2019, $2,848 and $2,589 and for the nine months ended September 30, 2020, $8,481 and $7,683 was charged to interest expense with respect to Dr. Arnold S. Lippa’s notes, respectively. Other Short-Term Notes Payable Other short-term notes payable at September 30, 2020 and December 31, 2019 consisted of premium financing agreements with respect to various insurance policies. At September 30, 2020, a premium financing agreement was payable in the initial amount of $70,762, with interest at11% per annum, in nine monthly installments of $8,256 and which resulted in a remaining balance of $24,321 at September 30, 2020. In addition, there is a balance of $6,899 of short-term financing of office and clinical trials insurance premiums that includes a prior period premium financing of $2,317. At September 30, 2020 and December 31, 2019, the aggregate amount of the short-term notes payable was $31,219 and $4,635 respectively. |
Settlement and Payment Agreemen
Settlement and Payment Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Warrants Expired, Exercise Price | |
Settlement and Payment Agreements | 5. Settlement and Payment Agreements On December 16, 2019, RespireRx and Salamandra, LLC (“Salamandra”) entered into an amendment to the settlement agreement and release, executed August 21, 2019 (the “Original Settlement Agreement” and as amended, the “Amended Settlement Agreement”) regarding $202,395 owed by the Company to Salamandra (as reduced by any further payments by the Company to Salamandra, the “Full Amount”) in connection with an arbitration award previously granted in favor of Salamandra in the Superior Court of New Jersey. Under the terms of the Original Settlement Agreement, the Company was to pay Salamandra $125,000 on or before November 30, 2019 in full satisfaction of the Full Amount owed, subject to conditions regarding the Company’s ability to raise certain dollar amounts of working capital. Under the Amended Settlement Agreement, (i) the Company was to pay and the Company paid to Salamandra $25,000 on or before December 21, 2019, (ii) upon such payment, Salamandra ceased all collection efforts against the Company until March 31, 2020 (the “Threshold Date”), and (iii) the Company was to pay to Salamandra $100,000 on or before the Threshold Date if the Company had at that time raised $600,000 in working capital. Such payments by the Company would have constituted satisfaction of the Full Amount owed and would have served as consideration for the dismissal of the action underlying the arbitration award and the mutual releases set forth in the Amended Settlement Agreement. If the Company had raised less than $600,000 in working capital before the Threshold Date, the Company was to pay to Salamandra an amount equal to 21% of the working capital amount raised, in which case such payment would have reduced the Full Amount owed on a dollar-for-dollar basis, and Salamandra would then have been able to seek collection on the remainder of the debt. The Company made the initial payment of $25,000 in December 2019, but did not make the subsequent required payment on March 31, 2020, nor has any payment been made since that time. The Company has initiated further discussions with the intent of reaching a revised settlement agreement which cannot be assured. In June 2020, the Company made a settlement proposal to a vendor, the terms of which, if accepted by the vendor would supersede a prior agreement in principle originally reached on September 23, 2019 regarding the payment schedule of undisputed amounts owed by the Company to the vendor. The current proposal includes, among other things, an extension of time until December 31, 2020 to raise the amounts owed. Neither the original agreement in principle nor the discussion of amendments has resulted in a formal agreement. The original agreement in principle called for a payment of a minimum of $100,000 on or before November 30, 2019 assuming the Company had raised at least $600,000 by that date and thereafter called for a payment of $50,000 per month until paid in full. No payments had been made through September 30, 2020 with respect to the original agreement in principle. Given that as of September 30, 2020, a final agreement had not been reached and management does not believe that the proposed extension for the first payment to December 31, 2020 will be achievable, RespireRx intends to make a new proposal, similar to the last, but with an extended timeframe and smaller monthly amounts. The currently proposed settlement has not yet been finalized calls for a payment of $100,000 if RespireRx is able to raise $700,000 by December 31, 2020 with subsequent settlement payments of $50,000 per month with a residual final payment of less than $50,000 representing the remaining balance. Under the current proposal, if RespireRx raises less than $700,000 by December 31, 2020, the Company may cancel a portion of the amount owed to the vendor by paying at least 21% of the working capital raised which amount would reduce the amount owed dollar-for-dollar and the vendor would be able to seek collection of the balance. The due date of the $100,000 annual amount payable to the University of Illinois that was originally due on December 31, 2019 pursuant to the 2014 License Agreement (as defined below), was extended to June 30, 2020 and further extended to July 7, 2020 when it was paid in full. |
Stockholders' Deficiency
Stockholders' Deficiency | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Deficiency | 6. Stockholders’ Deficiency Reserved and Unreserved Shares of Common Stock At September 30, 2020, RespireRx had 1,000,000,000 shares of common stock authorized and 577,842,003 shares of common stock issued and outstanding. RespireRx has reserved 11 shares of common stock for conversion of the Series B Preferred Stock, 145,198,671 shares of common stock for conversion of various convertible notes, inclusive of contractual reserves that had not been waived, 145,198,671 for warrant exercises, inclusive of contractual reserves that had not been waived but which excludes reserves for warrant exercises with respect to 253,774,260 warrants for which reserve requirements have been waived until November 25, 2020, and 71,660,938 for the exercise of outstanding options. RespireRx has not reserved shares of common stock with respect unissued shares available for issuance from the 2014 Plan or the 2015 Plan and will reserve for such unissued shares, if the Amendment to its Certificate of Incorporation is filed with the Secretary of State of Delaware increasing the authorized shares of Common Stock from 1,000,000,000 to 2,000,000,000 (see below). RespireRx has reserved 6,497 Pier Contingent shares. There are 87,018,841 shares of common stock available for issuance. The above amounts include certain contractual reserve requirements of certain convertible notes and exercisable warrants in excess of actual conversion or exercise amounts which contractual reserve requirements had not been waived. Management believes that the Common Stock available for issuance is adequate to meet all conversions and option and warrant exercises at all times. Any and all contractual reserve requirements in all convertible notes that are not yet convertible, including with respect to the Commitment Note issued in favor of White Lion, have been waived by the respective holders until November 25, 2020. RespireRx has called for a special meeting of stockholders to be held at 9:00am Eastern Time on November 24, 2020 to vote on two proposals that were recommended by the Board of Directors. One proposal is to effect a ten for one (10:1) reverse stock split of all issued and outstanding shares of Common Stock and the second proposal is to increase the authorized shares from 1,005,000,000 to 2,005,000,000 of which 5,000,000 would be authorized preferred stock. The net result would be to increase the authorized shares of Common Stock from 1,000,000,000 to 2,000,000,000. If both proposals are approved by stockholders at the special meeting, RespireRx plans to file one or more amendments to its Certificate of Incorporation to effect both of these proposals as soon as practical. The increase in the authorized number of shares of Common Stock would allow the Company to remain in compliance with contractual reserve requirements following the November 25, 2020 expiration of the waivers of such requirements. Preferred Stock RespireRx has authorized a total of 5,000,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2020 and December 31, 2019, 1,250,000 shares were designated as 9% Cumulative Convertible Preferred Stock; 37,500 shares were designated as Series B Convertible Preferred Stock (non-voting, “Series B Preferred Stock”); 205,000 shares were designated as Series A Junior Participating Preferred Stock; 1,700 shares were designated as Series G 1.5% Convertible Preferred Stock. On July 13, 2020, RespireRx designated 1,200 shares of Series H, Voting, Non-participating, Convertible Preferred Stock (“Series H Preferred Stock”) and on September 30, 2020 RespireRx amended the Certificate of Designation of the Series H Preferred Stock to increase the number of shares of Series H Preferred Stock to 3,000 shares. On July 13, 2020 and September 30, 2020, RespireRx issued an aggregate of 1,624.1552578 shares of Series H Preferred Stock inclusive of 2% accrued dividends, all of which converted on September 30, 2020 into 253,774,260 shares of Common Stock and warrants to purchase 253,774,260 shares of Common Stock, and therefore as of that time on September 30, 2020, there were no shares of Series H Preferred Stock outstanding. Under the Certificate of Designation of the Series H Preferred Stock, shares of Series H Preferred Stock converted or redeemed by conversion are to be canceled and are not to be reissued. Accordingly, as of the time of this conversion on September 30, 2020 and on December 31, 2019, 3,504,424.1552578 shares of preferred stock and 3,505,800 shares of preferred stock, respectively, were undesignated and were able to be issued with such rights and powers as the Board of Directors may designate. Series B Preferred Stock outstanding as of September 30, 2020 and 2019 consisted of 37,500 shares issued in a May 1991 private placement. Each share of Series B Preferred Stock is convertible into approximately 0.00030 shares of common stock at an effective conversion price of $2,208.375 per share of common stock, which is subject to adjustment under certain circumstances. As of September 30, 2020 and December 31, 2019, the shares of Series B Preferred Stock outstanding are convertible into 11 shares of common stock. RespireRx may redeem the Series B Preferred Stock for $25,001, equivalent to $0.6667 per share, an amount equal to its liquidation preference, at any time upon 30 days prior notice. Common Stock There were 577,842,003 shares of RespireRx’s Common Stock outstanding as of September 30, 2020. On or before September 30, 2020, certain holders of convertible notes and Series H Preferred Stock waived the contractual reserve requirements associated with such convertible notes and the reserve requirements associated with the Series H Preferred Stock and warrants issued upon conversion of the Series H Preferred Stock, until November 25, 2020. With such waivers and after giving effect to the conversions of Series H Preferred Stock discussed above, RespireRx had 87,036,986 shares of Common Stock available for issuance on September 30, 2020. As described above, RespireRx has sought stockholder approval on November 24, 2020, to increase its authorized shares of Common Stock from 1,000,000,000 (1 billion) to 2,000,000,000 (2 billion) . If approved by the stockholders, RespireRx intends to effect this increase in the number or authorized shares of Common Stock on November 24, 2020 or November 25, 2020. This increase will allow the Company to remain in compliance with contractual reserve requirements following the November 25, 2020 expiration of the waivers of such requirements. Previously, on March 21, 2020, the Board of Directors approved an amendment to the Certificate of Incorporation to increase the authorized shares of common stock from 65,000,000 shares to 1,000,000,000 (one billion) shares subject to approval by the holders of a majority of voting stock of RespireRx, appropriate notification of all shareholders and subject to the authorized officers making the appropriate filings with the Secretary of State of the State of Delaware. On March 22, 2020, holders of a majority of voting stock of RespireRx consented to this increase in writing without a meeting. The amendment to the Certificate of Incorporation and increase in the number of authorized shares of common stock became effective on April 30, 2020 when RespireRx filed the amendment with the Secretary of State of Delaware. If approved by the stockholders, it is anticipated that another amendment to the Certificate of Incorporation will be filed with the Secretary of State of Delaware on November 24, 2020 or November 25, 2020, to effect a further increase in authorized shares of common stock, as discussed above. There can be no assurance that either proposal will be approved at the special meeting of stockholders. Equity Purchase Agreement with White Lion Capital LLC For a description of the White Lion EPA, see Note 8. Significant Agreements and Contracts – Equity Purchase Agreement and Registration Rights Agreement. Common Stock Warrants Information with respect to the issuance and exercise of common stock purchase warrants in connection with the Convertible Note Payable and Warrant Purchase Agreement, and Notes Payable to Officers, is provided at Note 4 Notes Payable. A summary of warrant activity for the nine months ended September 30, 2020 is presented below. Number of Weighted Weighted Warrants outstanding at December 31, 2019 2,191,043 $ 1.87109 3.44000 Issued including issuances as a result of anti-dilution protections 395,850,387 0.00521 2.89772 Expired (254,353 ) (5.99808 ) - Exercised (109,693,498 ) (0.00161 ) - Warrants outstanding and exercisable at September 30, 2020 288,093,579 $ 0.01474 2.88832 The exercise prices of common stock warrants outstanding and exercisable are as follows at September 30, 2020: Exercise Price Warrants Warrants Expiration Date $ 0.001600 22,125,000 22,125,000 May 17, 2022 0.007000 264,399,260 264,399,260 September 30, 2023 $ 1.000000 916,217 916,217 September 20, 2022 $ 1.500000 190,000 190,000 December 30, 2023 $ 1.562000 130,284 130,284 December 31, 2021 $ 1.575000 238,814 238,814 April 30, 2023 $ 2.750000 8,000 8000 September 20, 2022 $ 7.930000 86,004 86,004 February 28, 2021 288,093,579 288,093,579 Based on a value of $0.0054 per share on September 30, 2020, there were 22,125,000 exercisable in-the-money common stock warrants as of September 30, 2020 with an intrinsic value of $84,075. A summary of warrant activity for the nine months ended September 30, 2019 is presented below. Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Life (in Years) Warrants outstanding at December 31, 2018 1,783,229 $ 2.20393 3.06 Issued 302,372 0.95908 Expired (69,558 ) 2.65928 Warrants outstanding at September 30, 2019 2,016,043 $ 1.99011 2.73 The exercise prices of common stock warrants outstanding and exercisable are as follows at September 30, 2019: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 0.5000 150,000 150,000 August 19, 2024 $ 1.0000 916,217 916,217 September 20, 2022 $ 1.1800 42,372 42,372 May 17, 2022 $ 1.5000 190,000 190,000 December 30, 2023 $ 1.5620 130,284 130,284 December 31, 2021 $ 1.5750 238,814 238,814 April 30, 2023 $ 2.7500 8,000 8,000 September 20, 2022 $ 4.8750 108,594 108,594 September 30, 2020 $ 6.8348 145,758 145,758 September 30, 2020 $ 7.9300 86,004 86,004 February 28, 2021 2,016,043 2,016,043 Based on a fair market value of $0.45 per share on September 30, 2019, there was no intrinsic value of exercisable in-the-money common stock warrants as of September 30, 2019. Stock Options On March 18, 2014, RespireRx adopted its 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan (the “2014 Plan”). The Plan permits the grant of options and restricted stock with respect to up to 325,025 shares of common stock, in addition to stock appreciation rights and phantom stock, to directors, officers, employees, consultants and other service providers of the Company. On June 30, 2015, the Board of Directors adopted the 2015 Stock and Stock Option Plan (as amended, the “2015 Plan”). As of March 31, 2020, there were 8,985,260 shares that may be issued under the 2015 Plan. On May 5, 2020 the Board of Directors increased the number of shares that may be issued under the 2015 Plan to 58,985,260. On July 31, 2020 the Board of Directors increased the number of shares that may be issued under the 2015 Plan to 158,985,260. The Company has not and does not intend to present the 2015 Plan to stockholders for approval. Other than the change in the number of shares available under the 2015 Plan, no other changes were made to the 2015 Plan by these amendments noted above. There were no stock grants and there were stock option grants for 67,500,000 shares of RespireRx’s Common Stock during the three months and nine months ended September 30, 2020 and there were no stock grants or stock option grants in the three months and nine months ended September 30, 2019. Information with respect to the Black-Scholes variables used in connection with the evaluation of the fair value of stock-based compensation costs and fees is provided at Note 3 Summary of Significant Accounting Policies. A summary of stock option activity for the nine months ended September 30, 2020 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2019 4,287,609 $ 3.3798 4.98 Granted 67,500,000 0.0070 Expired (126,671 ) (6.5757 ) - Options outstanding at September 30, 2020 71,660,938 $ 0.1969 4.85 Options exercisable at September 30, 2020 50,910,938 $ 0.2745 4.88 The exercise prices of common stock options outstanding and exercisable were as follows at September 30, 2020: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.0070 50,500,000 34,750,000 September 30, 2025 $ 0.0070 17,000,000 12,000,000 July 31, 2025 $ 0.7000 21,677 21,677 November 21, 2023 $ 1.1200 310,388 310,388 April 5, 2023 $ 1.2500 16,762 16,762 December 7, 2022 $ 1.3500 34,000 34,000 July 28, 2022 $ 1.4500 1,849,418 1,849,418 December 9, 2027 $ 1.4500 100,000 100,000 December 9, 2027 $ 2.0000 285,000 285,000 June 30, 2022 $ 2.0000 25,000 25,000 July 26, 2022 $ 3.9000 395,000 395,000 January 17, 2022 $ 4.5000 7,222 7,222 September 2, 2021 $ 5.7500 2,608 2,608 September 12, 2021 $ 6.4025 129,231 129,231 August 18, 2022 $ 6.4025 261,789 261,789 August 18, 2025 $ 6.8250 8,791 8,791 December 11, 2020 $ 7.3775 523,077 523,077 March 31, 2021 $ 8.1250 169,231 169,231 June 30, 2022 $ 13.9750 3,385 3,385 March 14, 2024 $ 15.9250 2,462 2,462 February 28, 2024 $ 19.5000 9,487 9,487 July 17, 2022 $ 19.5000 6,410 6,410 August 10, 2022 71,660,938 50,910,938 Based on a fair value of $0.0054 per share on September 30, 2020, there were no exercisable in-the-money common stock options as of September 30, 2020. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions Dr. Arnold S. Lippa and Jeff E. Margolis, officers and directors of RespireRx since March 22, 2013, have indirect ownership and managing membership interests in Aurora Capital LLC (“Aurora”) through interests held in its members, and Jeff. E. Margolis is also an officer of Aurora. Aurora is a boutique investment banking firm specializing in the life sciences sector. A description of advances and notes payable to officers is provided at Note 4. Notes Payable. On March 21, 2020, July 13, 2020 and September 30, 2020, Dr. Lippa and Jeff E. Margolis, forgave an aggregate of $1,656,000 of accrued compensation and benefits and received Series H Preferred Stock. On September 30, 2020, Timothy Jones forgave $28,218 or accrued compensation and benefits and received Series H Preferred Stock. See Note 8. Commitments and Contingencies – Significant Agreements and Contracts-Employment Agreements |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Pending or Threatened Legal Action and Claims On February 21, 2020, Sharp Clinical Services, Inc. (“Sharp”), a vendor of the Company, filed a complaint against the Company in the Superior Court of New Jersey Law Division, Bergen County related to a December 16, 2019 demand for payment of past due invoices inclusive of late fees totaling $103,890 of which $3,631 relates to late fees, seeking $100,259 plus 1.5% interest per month on outstanding unpaid invoices. Amid settlement discussions, the vendor stated on March 13, 2020 its intent to proceed to a default judgment against the Company, and the Company stated on March 14, 2020 its intent to continue settlement discussions. On May 29, 2020, a default was entered against the Company, and on September 4, 2020, a final judgment by default was entered against the Company in the amount of $104,217. The Company has recorded a liability to Sharp of $103,859 as of September 30, 2020. Related to the Salamandra matter described in Note 5. Settlements and Payments Agreements, and preceding the settlement discussions, by letter dated February 5, 2016, the Company received a demand from a law firm representing Salamandra alleging an amount due and owing for unpaid services rendered. On January 18, 2017, following an arbitration proceeding, an arbitrator awarded the vendor the full amount sought in arbitration of $146,082. Additionally, the arbitrator granted the vendor attorneys’ fees and costs of $47,937. All such amounts have been accrued at September 30, 2020 and December 31, 2019, including accrued interest at 4.5% annually from February 26, 2018, the date of the judgment, through September 30, 2020, totalling $22,186. See Note 5 for further information. By email dated July 21, 2016, the Company received a demand from an investment banking consulting firm that represented the Company in 2012 in conjunction with the Pier transaction alleging that $225,000 is due and payable for investment banking services rendered. Such amount has been included in accrued expenses at September 30, 2020 and December 31, 2019. The Company is periodically the subject of various pending and threatened legal actions and claims. In the opinion of management of the Company, adequate provision has been made in the Company’s consolidated financial statements as of September 30, 2020 and December 31, 2019 with respect to such matters, including, specifically, the matters noted above. The Company intends to vigorously defend itself if any of the matters described above results in the filing of a lawsuit or formal claim. See Note 5. Settlement and Payment Agreements for additional items and details. Significant Agreements and Contracts Equity Purchase Agreement and Registration Rights Agreement On July 28, 2020, RespireRx and White Lion entered into an equity purchase agreement, dated July 28, 2020 (the “White Lion EPA”) and a registration rights agreement (the “White Lion Registration Rights Agreement”). Pursuant to the White Lion EPA, White Lion agreed to invest up to $2,000,000 to purchase Common Stock at a purchase price of 85% of the lowest daily volume weighted average price of Common Stock for the five trading days prior to a given closing date. Additionally, the Commitment Note was issued pursuant to the White Lion EPA and to induce White Lion to execute the White Lion EPA. See Note 4. Notes Payable— Convertible Notes Payable Convertible Note and Equity Purchase Agreement with White Lion Capital, LLC Pursuant to the Registration Rights Agreement, RespireRx is obligated to register for resale under the Securities Act the shares of Common Stock to be issued and sold to White Lion pursuant to the White Lion EPA. On October 14, 2020, Respire Rx filed a registration statement on Form S-1 with respect to the resale of up to 115,000,000 of the shares of Common Stock to be issued and sold to White Lion pursuant to the White Lion EPA, and on October 29, 2020, the registration statement became effective. The registration statement does not necessarily represent all of the shares that may be sold to White Lion in order to fulfill its purchase commitment of $2,000,000 under the White Lion EPA. The shares of Common Stock to be issued and sold to White Lion pursuant to the White Lion EPA, or issuable upon conversion of the Commitment Note, and the Commitment Note are issued in reliance upon specific exemptions from the registration requirements of U.S. federal and state securities laws, which include Section 4(a)(2) of the Securities Act, and Rule 506 of Regulation D promulgated thereunder. White Lion represented to the Company under the White Lion EPA, among other representations, that it was an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. The White Lion EPA terminates on the earlier of (i) June 30, 2021, (ii) the date on which White Lion has purchased $2,000,000 of Common Stock, (iii) the date on which the White Lion Registration Rights Agreement is no longer in effect, (iv) upon White Lion’s material breach of the White Lion EPA, (v) in the event a voluntary or involuntary bankruptcy petition is filed with respect to the Company, or (vi) if a custodian is appointed for the Company for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors. On October 28, 2020, RespireRx issued a purchase notice pursuant to the White Lion EPA to White Lion requiring that White Lion purchase 29,000,000 shares of Common Stock and deposit $195,750 into an escrow account maintained at an independent commercial bank. White Lion paid gross proceeds of $68,256 for such shares and RespireRx received net proceeds of $62,186 after paying $4,000 of upfront escrow fees and $2,070 of transaction fees. On November 13, 2020, RespireRx issued a purchase notice pursuant to the White Lion EPA to White Lion requiring White Lion to purchase 18,000,000 shares of Common Stock and on that date White Lion deposited $108,000 into an escrow account maintained at an independent commercial bank. Gross and net proceeds pursuant to this purchase notice will not be determinable until the close of business on November 23, 2020. See Note 9. Subsequent Events - Issuances of Common Stock White Lion Capital LLC Consulting Agreements DNA Healthlink, Inc. and Richard Purcell Richard Purcell, the Company’s Senior Vice President of Research and Development since October 15, 2014, provides his services to the Company on a month-to-month basis through his consulting firm, DNA Healthlink, Inc., through which the Company has contracted for his services, for a monthly cash fee of $12,500. Stockholders’ Deficiency. Cash compensation expense pursuant to this agreement totaled $37,500 and $112,500 for the three months and nine months ended September 30, 2020 and 2019, which is included in research and development expenses in the Company’s consolidated statements of operations for such periods. David Dickason The Company entered into a consulting contract with David Dickason effective September 15, 2020 pursuant to which Mr. Dickason was appointed to and serves as the Company’s Senior Vice President of Pre-Clinical Product Development on an at-will basis at the rate of $250 per hour. Mr. Dickason began providing services under this contract and began invoicing RespireRx with respect this contract in October 2020. Pursuant to this contract, on September 30, 2020, Mr. Dickason was granted an option to purchase 2,000,000 shares of RespireRx Common Stock at a price of $0.0054 per share, which option expires on September 30, 2025. The option vests 25% on each of December 31, 2020, March 31, 2021, June 30, 2021 and September 30, 2021. Employment Agreements Effective on May 6, 2020, Timothy Jones was appointed as RespireRx’s President and Chief Executive Officer and entered into an employment agreement as of that date. In addition, Mr. Jones has continued to serve as a member of the Company’s Board of Directors, a position he has held since January 28, 2020. On November 19, 2019, Mr. Jones became an advisor to the Company’s Board of Directors, a position he held until January 27, 2020. Under the employment agreement, a provisional period of “at will” employment expired on July 31, 2020. Neither party terminated the employment agreement prior to July 31, 2020, and on that date all rights and obligations under the agreement were deemed effective, including with respect to the certain economic obligations of the Company upon termination of Mr. Jones’ employment. The Board of Directors and Mr. Jones agreed to continue the employment agreement after the initial provisional period. The employment agreement has a termination date of September 30, 2023 and will automatically extend annually, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the agreement at least 90 days prior to the applicable renewal date. On July 31, 2020, the employment agreement was amended. The terms of the amended agreement call for a base salary through September 30, 2020 of $300,000 per year which may remain accrued but unpaid at the discretion of the Board of Directors until such time as at least $2,500,000 has been raised. If $10,000,000 or more has been raised by September 30, 2021, Mr. Jones’ base salary would be increased to $375,000 per year. Otherwise, it would remain at $300,000 annually unless increased pursuant to the employment agreement or by the Board of Directors. Mr. Jones’ base salary is subject to cost of living increases. Since the expiration of the provisional period, Mr. Jones is eligible for a guaranteed bonus of $200,000 on October 31,2020, $200,000 on March 31, 2021 and $150,000 each six months thereafter on each March 31st and September 30 th Effective May 6, 2020, with the appointment of Timothy Jones as RespireRx’s President and Chief Executive Officer, Dr. Lippa resigned the interim officer positions of Interim Chief Executive Officer and Interim President, positions that Dr. Lippa has assumed on October 12, 2018 after the resignation of Dr. James Manuso on September 30, 2018. Dr. Lippa continues to serve as RespireRx’s Executive Chairman and as a member of the Board of Directors as well as the Company’s Chief Scientific Officer. Dr. Lippa has been granted stock options on several occasions and is eligible to receive additional awards under RespireRx’s 2014 Plan and 2015 Plan at the discretion of the Board of Directors. Dr. Lippa did not receive any option to purchase shares of common stock during the three month and nine month periods ended September 30, 2020. Additional information with respect to the stock options granted to Dr. Lippa is provided at Note 6 Stockholders’ Deficiency. Dr. Lippa is also entitled to receive, until such time as RespireRx establishes a group health plan for its employees, $1,200 per month, on a tax-equalized basis, as additional compensation to cover the cost of health coverage and up to $1,000 per month, on a tax-equalized basis, as reimbursement for a term life insurance policy and disability insurance policy. Dr. Lippa is also entitled to be reimbursed for business expenses. Cash compensation inclusive of employee benefits accrued pursuant to this agreement totaled $84,900 and $254,700 for each of the three months and nine months ended September 30, 2020 and 2019, respectively. After forgiveness of the compensation described below, the accrued compensation payable to Dr. Lippa at September 30, 2020 was $165,800. Dr. Lippa’s cash compensation is included in accrued compensation and related expenses in the Company’s condensed consolidated balance sheet at September 30, 2020 and in research and development expenses in the Company’s condensed consolidated statement of operations for the three months and nine months ended September 30, 2020 and 2019. Dr. Lippa does not receive any additional compensation for serving as Executive Chairman and on the Board of Directors. On July 13, 2020, pursuant to an exchange agreement, Dr. Lippa forgave $600,000 of accrued compensation and benefits and in exchange received 600 shares of Series H Preferred Stock. On September 30, 2020, pursuant to an additional exchange agreement, Dr. Lippa forgave $100,000 of accrued compensation and benefits and in exchange received 100 shares of Series H Preferred Stock. Between July 13, 2020 and September 30, 2020, Dr. Lippa earned 2.6333333 shares of Series H Preferred Stock as dividends in-kind. On July 13, 2020 and September 30, 2020, Dr. Lippa contributed all of his Series H Preferred Stock to a family trust. On September 30, 2020, the family trust converted all of its Series H Preferred Stock into 109,786,458 shares of RespireRx Common Stock and a warrant to purchase 109,786,458 shares of Common Stock. Jeff E. Margolis currently serves as the Company’s Senior Vice President, Chief Financial Officer, Treasurer and Secretary. On August 18, 2015, the Company entered into an employment agreement with Mr. Margolis in his role at that time as Vice President, Secretary and Treasurer. Pursuant to the agreement, which was for an initial term through September 30, 2016 and later amended (and which automatically extended on September 30, 2016, 2017, 2018 and 2019 and will automatically extend annually, upon the same terms and conditions for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the agreement at least 90 days prior to the applicable renewal date). Mr. Margolis receives an annual base salary of $300,000, and is eligible to receive performance-based annual bonus awards based upon the achievement of annual performance goals established by the Board of Directors in consultation with the executive prior to the start of such fiscal year. Additionally, Mr. Margolis has been granted stock options on several occasions and is eligible to receive additional awards under the Company’s Plans at the discretion of the Board of Directors. Mr. Margolis is also entitled to receive, until such time as the Company establishes a group health plan for its employees, $1,200 per month, on a tax-equalized basis, as additional compensation to cover the cost of health coverage and up to $1,000 per month, on a tax-equalized basis, as reimbursement for a term life insurance policy and disability insurance policy, which $1,000 per month obligation has been waived by Mr. Margolis until Mr. Margolis notifies the Company of the rescission of the waiver. Mr. Margolis is also entitled to be reimbursed for business expenses. Additional information with respect to the stock options granted to Mr. Margolis is provided at Note 6 Stockholders’ Deficiency. Recurring cash compensation accrued pursuant to this amended agreement totaled $80,400 and $241,200 for the three months and nine months ended September 30, 2020 and 2019, respectively. After forgiveness of the compensation described below, the accrued compensation payable to Mr. Margolis at September 30, 2020 was $161,800. Mr. Margolis’ cash compensation is included in accrued compensation and related expenses in the Company’s condensed consolidated balance sheet as of September 30, 2020 and December 31, 2019, and in general and administrative expenses in the Company’s condensed consolidated statement of operations. Mr. Margolis does not receive any additional compensation for serving on the Company’s Board of Directors. On July 13, 2020, pursuant to an exchange agreement, Mr. Margolis forgave $500,000 of accrued compensation and benefits and in exchange received 500 shares of Series H Preferred Stock. On September 30, 2020, pursuant to an additional exchange agreement, Mr. Margolis forgave $150,000 of accrued compensation and benefits and in exchange received 150 shares of Series H Preferred Stock. Between July 13, 2020 and September 30, 2020, Mr. Margolis earned 2.194444 shares of Series H Preferred Stock as dividends in-kind. On July 13, 2020 and September 30, 2020, Mr. Margolis contributed all of his Series H Preferred Stock to three family trusts. On September 30, 2020, the family trusts converted all of their Series H Preferred Stock into 101,905,382 shares of RespireRx Common Stock and a warrant to purchase 101,905,382 shares of Common Stock. The employment agreements between the Company and each of Dr. Lippa and Mr. Margolis (prior to the 2017 amendment), respectively, provided that the payment obligations associated with the first year base salary were to accrue, but no payments were to be made, until at least $2,000,000 of net proceeds from any offering or financing of debt or equity, or a combination thereof, was received by the Company, at which time scheduled payments were to commence. Dr. Lippa and Mr. Margolis (who are each also directors of the Company), have each agreed, effective as of August 11, 2016, to continue to defer the payment of such amounts indefinitely, until such time as the Board of Directors of the Company determines that sufficient capital has been raised by the Company or is otherwise available to fund the Company’s operations on an ongoing basis. University of Illinois 2014 Exclusive License Agreement On June 27, 2014, the Company entered into an Exclusive License Agreement (the “2014 License Agreement”) with the University of Illinois. The 2014 License Agreement granted the Company (i) exclusive rights to several issued and pending patents in several jurisdictions and (ii) the non-exclusive right to certain technical information that is generated by the University of Illinois in connection with certain clinical trials as specified in the 2014 License Agreement, all of which relate to the use of cannabinoids for the treatment of sleep related breathing disorders. The Company is developing dronabinol, a cannabinoid, for the treatment of OSA, the most common form of sleep apnea. The 2014 License Agreement provides for various commercialization and reporting requirements that commenced on June 30, 2015. In addition, the 2014 License Agreement provides for various royalty payments, including a royalty on net sales of 4%, payment on sub-licensee revenues of 12.5%, and a minimum annual royalty beginning in 2015 of $100,000, which is due and payable on December 31 of each year beginning on December 31, 2015. The minimum annual royalty obligation of $100,000 due on December 31, 2019, was extended to June 30, 2020 and further extended to July 7, 2020 when the obligation was paid. One-time milestone payments may become due based upon the achievement of certain development milestones. $350,000 will be due within five days after the dosing of the first patient is a Phase III human clinical trial anywhere in the world. $500,000 will be due within five days after the first NDA filing with the U.S. Food and Drug Administration (the “FDA”) or a foreign equivalent. $1,000,000 will be due within twelve months of the first commercial sale. One-time royalty payments may also become due and payable. Annual royalty payments may also become due. In the year after the first application for market approval is submitted to the FDA or a foreign equivalent and until approval is obtained, the minimum annual royalty will increase to $150,000. In the year after the first market approval is obtained from the FDA or a foreign equivalent and until the first sale of a product, the minimum annual royalty will increase to $200,000. In the year after the first commercial sale of a product, the minimum annual royalty will increase to $250,000. During each of the three months and nine months ended September 30, 2020 and 2019, the Company recorded charges to operations of $25,000, respectively, with respect to its 2020 and 2019 minimum annual royalty obligation, which is included in research and development expenses in the Company’s condensed consolidated statement of operations for the three months and nine months ended September 30, 2020 and 2019, respectively. UWMRF Patent License Agreement On August 1, 2020, RespireRx exercised its option pursuant to its option agreement dated March 2, 2020, between RespireRx and UWM Research Foundation, an affiliate of the University of Wisconsin-Milwaukee (“UWMRF”). Upon exercise RespireRx and UWMRF executed the UWMRF Patent License Agreement effective August 1, 2020 pursuant to which RespireRx licensed the identified intellectual property. Under the UWMRF Patent License Agreement, the Company has an exclusive license to commercialize GABAkine products based on UWMRF’s rights in certain patents and patent applications, and a non-exclusive license to commercialize products based on UWMRF’s rights in certain technology that is not the subject of the patents or patent applications. UWMRF maintains the right to use, and, upon the approval of the Company, to license, these patent and technology rights for any non-commercial purpose, including research and education. The UWMRF Patent License Agreement expires upon the later of the expiration of the Company’s payment obligations to UWMRF or the expiration of the last remaining licensed patent granted thereunder, subject to early termination upon the occurrence of certain events. The License Agreement also contains a standard indemnification provision in favor of UWMRF and confidentiality provisions obligating both parties. Noramco Inc./Purisys, LLC - Dronabinol Development and Supply Agreement On September 4, 2018, RespireRx entered into a dronabinol Development and Supply Agreement with Noramco Inc., one of the world’s major dronabinol manufacturers. Noramco subsequently assigned this agreement (as assigned, the “Purisys Agreement”) to its subsidiary, Purisys, LLC (“Purisys”). Under the terms of the Purisys Agreement, Purisys agreed to (i) provide all of the active pharmaceutical ingredient (“API”) estimated to be needed for the clinical development process for both the first- and second-generation products (each a “Product” and collectively, the “Products”), three validation batches for New Drug Application (“NDA”) filing(s) and adequate supply for the initial inventory stocking for the wholesale and retail channels, subject to certain limitations, (ii) maintain or file valid drug master files (“DMFs”) with the FDA or any other regulatory authority and provide the Company with access or a right of reference letter entitling the Company to make continuing reference to the DMFs during the term of the agreement in connection with any regulatory filings made with the FDA by the Company, (iii) participate on a development committee, and (iv) make available its regulatory consultants, collaborate with any regulatory consulting firms engaged by the Company and participate in all FDA or Drug Enforcement Agency (“DEA”) meetings as appropriate and as related to the API. In consideration for these supplies and services, the Company has agreed to purchase exclusively from Purisys during the commercialization phase all API for its Products as defined in the Development and Supply Agreement at a pre-determined price subject to certain producer price adjustments and agreed to Purisys’s participation in the economic success of the commercialized Product or Products up to the earlier of the achievement of a maximum dollar amount or the expiration of a period of time. Transactions with Bausch Health Companies Inc. Beginning in March 2010, the Company entered into a series of asset purchase and license agreements with Biovail Laboratories International SRL, which after its merger with Valeant Pharmaceuticals International, Inc. was later renamed Bausch Health Companies Inc. (“Bausch”). In March 2011, the Company entered into a new agreement with Bausch to re-acquire the ampakine compounds, patents and rights that Bausch had acquired from the Company in March 2010. The new agreement provided for potential future payments of up to $15,150,000 by the Company based upon the achievement of certain developments, including NDA submissions and approval milestones pertaining to an intravenous dosage form of the ampakine compounds for respiratory depression, a therapeutic area not currently pursued by the Company. Bausch is also eligible to receive additional payments of up to $15,000,000 from the Company based upon the Company’s net sales of an intravenous dosage form of these compounds for respiratory depression. Vendor Exchange Agreements On September 30, 2020, RespireRx entered into exchange agreements with two vendors to settle certain accounts payable with such vendors. Pursuant to one exchange agreement, RespireRx issued 135.65498 shares of Series H Preferred Stock to a designee of one vendor, which vendor and designee are related parties, to settle $135,659 of accounts payable to such vendor. The vendor designee then converted on the same day, all 135.65948 Series H Preferred Shares into 21,196,794 shares of Common Stock and 21,196,794 warrants to purchase Common Stock. Since the vendor and its designee are both related parties, there was no gain or loss on the settlement. Pursuant to the other exchange agreement, RespireRx issued 105.45 shares of Series H Preferred Stock to two designees of such vendor to settle $105,450 of accounts payable to such vendor. Such vendor’s designees then converted on the same day, all 105.45 shares of Series H Preferred Stock into 16,476,563 shares of Common Stock and 16,476,563 warrants to purchase Common Stock. Since the vendor and its designees were not related parties, a loss on the settlement of $65,906 was recorded. Summary of Principal Cash Obligations and Commitments The following table sets forth the Company’s principal cash obligations and commitments for the next five fiscal years as of September 30, 2020, aggregating $3,230,470. License agreement amounts included in the 2020 column represents amounts contractually due from October 1, 2020 through December 31, 2020 (three months) and in each of the subsequent years, represents the full year. Employment agreement amounts included in the 2020 column represent amounts contractually due from October 1, 2020 through September 30, 2021 (one year) and in one case through September 30, 2023 when such contracts expire unless extended pursuant to the terms of the contracts. Payments Due By Year Total 2020 2021 2022 2023 2024 License agreements $ 485,370 $ 25,000 $ 115,092 $ 115,093 $ 130,185 $ 100,000 Employment agreements (1) 2,745,100 450,200 1,100,600 639,600 554,700 - Total $ 3,230,470 $ 475,200 $ 1,215,692 $ 754,693 $ 684,885 $ 100,000 (1) The payment of amounts related to Dr. Lippa and Mr. Margolis have been deferred indefinitely, as described above at “Employment Agreements.” The payment amounts to Mr. Jones have been deferred pending the Company achieving certain financing thresholds as described above at “Employment Agreements.” The 2020 amounts include three months of employment agreement obligations for Dr. Lippa, Mr. Jones and Mr. Margolis as their employment contracts renewed on September 30, 2020 and the 2020 obligations include the three months of obligations through December 30, 2020. In the case of Mr. Jones, the obligations extend through the first renewal date of his employment contract which is September 30, 2023. Also, in the case of Mr. Jones, guaranteed bonus obligations are included in the periods in which such amounts are due. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events Issuances of Common Stock Registration Statement on Form S-1 On October 14, 2020, RespireRx filed a registration statement on Form S-1 pursuant to the White Lion Registration Rights Agreement naming White Lion as the selling stockholder and registering the resale of up to 115,000,000 shares of Common Stock which represents a portion of the $2,000,000 purchase commitment under the White Lion EPA. The registration statement on Form S-1 was declared effective on October 28, 2020. White Lion Capital, LLC On October 28, 2020 RespireRx issued a purchase notice pursuant to the White Lion EPA to White Lion requiring that White Lion purchase 29,000,000 shares of Common Stock and deposit $195,750 into an escrow account maintained at an independent commercial bank. White Lion paid gross proceeds of $68,256 for such shares and RespireRx received net proceeds of $62,186 after paying $4,000 of upfront escrow fees and $2,070 of transaction fees. On November 13, 2020, RespireRx issued a purchase notice pursuant to the White Lion EPA to White Lion requiring White Lion to purchase 18,000,000 shares of Common Stock and on that date White Lion deposited $108,000 into an escrow account maintained at an independent commercial bank. A closing is scheduled for November 24, 2020. Convertible Note Repayment Power Up Lending Group LLC On October 22, 23 and 26, 2020, Power Up converted the outstanding principal amount of $53,000 and all accrued and unpaid interest totaling $3,180 for a total of $56,180, related to the April 2020 Note into 28,804,407 shares of Common Stock. Upon the last of these conversions the April 2020 Note was deemed repaid and terminated. Schedule 14A Notice of Special Meeting of Stockholders On October 30, 2020, RespireRx filed a definitive proxy statement on Schedule 14A indicating that a Special Meeting of the Stockholders of RespireRx will be held virtually via a live webcast on November 24, 2020 at 9:00am Eastern Time to approve (i) an amendment to the Certificate of Incorporation to effect, at the discretion of our Board of Directors, a ten-to-one (10:1) reverse stock split of all of the outstanding shares of our Common Stock, and (ii) an amendment to the Certificate of Incorporation to increase the number of RespireRx’s authorized shares of stock at 2,005,000,000 (two billion five million) shares consisting of 2,000,000,000 (two billion) shares designated as Common Stock and 5,000,000 (five million) shares designated as preferred stock. If both proposals are approved by stockholders at the special meeting, RespireRx plans to file one or more amendments to its Certificate of Incorporation to effect both of these proposals as soon as practical. The increase in the authorized number of shares of Common Stock would allow the Company to remain in compliance with contractual reserve requirements following the November 25, 2020 expiration of the waivers of such requirements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of RespireRx and its wholly owned subsidiary, Pier. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, among other things, accounting for potential liabilities, and the assumptions used in valuing stock-based compensation issued for services. Actual amounts may differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit risk by investing its cash with high quality financial institutions. The Company’s cash balances may periodically exceed federally insured limits. The Company has not experienced a loss in such accounts to date. |
Value of Financial Instruments | Value of Financial Instruments The authoritative guidance with respect to value of financial instruments established a value hierarchy that prioritizes the inputs to valuation techniques used to measure value into three levels and requires that assets and liabilities carried at value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers into and out of Levels 1 and 2, and activity in Level 3 value measurements, is also required. Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives. Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange based derivatives, mutual funds, and fair-value hedges. Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. The Company determines the level in the value hierarchy within which each value measurement falls in its entirety, based on the lowest level input that is significant to the value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The carrying amounts of financial instruments (consisting of cash, cash equivalents, and accounts payable and accrued expenses) are considered by the Company to be representative of the respective values of these instruments due to the short-term nature of those instruments. With respect to the note payable to SY Corporation (as defined below) and the convertible notes payable, management does not believe that the credit markets have materially changed for these types of borrowings since the original borrowing date. The Company considers the carrying amounts of the notes payable to officers, inclusive of accrued interest, to be representative of the respective values of such instruments due to the short-term nature of those instruments and their terms. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in connection with ongoing debt and equity financings, including legal fees, are deferred until the related financing is either completed or abandoned. Costs related to abandoned debt or equity financings are charged to operations in the period of abandonment. Costs related to completed equity financings are netted against the proceeds. |
Capitalized Financing Costs | Capitalized Financing Costs The Company presents debt issuance costs related to debt obligations in its consolidated balance sheet as a direct deduction from the carrying amount of that debt obligation, consistent with the presentation for debt discounts. |
Convertible Notes Payable | Convertible Notes Payable Convertible notes are evaluated to determine if they should be recorded at amortized cost. To the extent that there are associated warrants or a beneficial conversion feature, the convertible notes and warrants are evaluated to determine if there are embedded derivatives to be identified, bifurcated and valued in connection with and at the time of such financing. |
Notes Exchanges | Notes Exchanges In cases where debt or other liabilities are exchanged for equity, the Company compares the carrying value of debt, inclusive of accrued interest, if applicable, being exchanged, to the value of the equity issued and records any loss or gain as a result of such exchange. See Note 4. Notes Payable. |
Extinguishment of Debt and Settlement of Liabilities | Extinguishment of Debt and Settlement of Liabilities The Company accounts for the extinguishment of debt and settlement of liabilities by comparing the carrying value of the debt or liability to the value of consideration paid or assets given up and recognizing a loss or gain in the condensed consolidated statement of operations in the amount of the difference in the period in which such transaction occurs. |
Prepaid Insurance | Prepaid Insurance Prepaid insurance represents the premium paid in March 2020 for directors and officers insurance, as well as the amortized amount of an April 2020 premium payment for office-related insurances and clinical trial coverage. Directors’ and Officers’ insurance tail coverage, purchased in March 2013 expired in March 2020 and all prepaid amounts have been fully amortized. The amounts of prepaid insurance amortizable in the ensuing twelve-month period are recorded as prepaid insurance in the Company’s consolidated balance sheet at each reporting date and amortized to the Company’s consolidated statement of operations for each reporting period. |
Stock-Based Awards | Stock-Based Awards RespireRx periodically issues its common stock, par value $0.001 (“Common Stock”) and stock options to officers, directors, Scientific Advisory Board members, consultants and vendors for services rendered. Such issuances vest and expire according to terms established at the issuance date of each grant. The Company accounts for stock-based payments to officers, directors, outside consultants and vendors by measuring the cost of services received in exchange for equity awards based on the grant date value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company’s consolidated financial statements over the vesting period of the awards. Stock grants, which are sometimes subject to time-based vesting, are measured at the grant date fair value and charged to operations ratably over the vesting period. Stock options granted to members of the Company’s outside consultants and other vendors are valued on the grant date. As the stock options vest, the Company recognizes this expense over the period in which the services are provided. The value of stock options granted as stock-based payments is determined utilizing the Black-Scholes option-pricing model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock over the term of the equity award. Estimated volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of common stock is determined by reference to the quoted market price of the Company’s common stock. Stock options and warrants issued to non-employees as compensation for services to be provided to the Company or in settlement of debt are accounted for based upon the fair value of the services provided or the estimated fair value of the stock option or warrant, whichever can be more clearly determined. Management uses the Black-Scholes option-pricing model to determine the fair value of the stock options and warrants issued by the Company. The Company recognizes this expense over the period in which the services are provided. The Company recognizes the value of stock-based payments in general and administrative costs and in research and development costs, as appropriate, in the Company’s condensed consolidated statements of operations. The Company issues new shares of common stock to satisfy stock option and warrant exercises. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. Pursuant to Internal Revenue Code Sections 382 and 383, use of the Company’s net operating loss and credit carryforwards may be limited if a cumulative change in ownership of more than 50% occurs within any three-year period since the last ownership change. The Company may have had a change in control under these Sections. However, the Company does not anticipate performing a complete analysis of the limitation on the annual use of the net operating loss and tax credit carryforwards until the time that it anticipates it will be able to utilize these tax attributes. As of September 30, 2020, the Company did not have any unrecognized tax benefits related to various federal and state income tax matters and does not anticipate any material amount of unrecognized tax benefits within the next 12 months. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of September 30, 2020, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. |
Foreign Currency Transactions | Foreign Currency Transactions The note payable to SY Corporation (as defined below), which is denominated in a foreign currency (the South Korean Won), is translated into the Company’s functional currency (the United States Dollar) at the exchange rate on the balance sheet date. The foreign currency exchange gain or loss resulting from translation is recognized in the related condensed consolidated statements of operations. |
Research and Development | Research and Development Research and development costs include compensation paid to management directing the Company’s research and development activities, including but not limited to compensation paid to our Chief Scientific Officer and fees paid to consultants and outside service providers and organizations (including research institutes at universities), and other expenses relating to the acquisition, design, development and clinical testing of the Company’s treatments and product candidates. |
License Agreements | License Agreements Obligations incurred with respect to mandatory payments provided for in license agreements are recognized ratably over the appropriate period, as specified in the underlying license agreement, and are recorded as liabilities in the Company’s condensed consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s condensed consolidated statement of operations. Obligations incurred with respect to milestone payments provided for in license agreements are recognized when it is probable that such milestone will be reached and are recorded as liabilities in the Company’s condensed consolidated balance sheet, with a corresponding charge to research and development costs in the Company’s condensed consolidated statement of operations. Payments of such liabilities are made in the ordinary course of business. |
Patent Costs | Patent Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, all patent costs, including patent-related legal and filing fees, are expensed as incurred and recorded as general and administrative expenses. |
Earnings Per Share | Earnings per Share The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Net loss attributable to common stockholders consists of net loss, as adjusted for actual and deemed preferred stock dividends declared, amortized or accumulated. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. At September 30, 2020 and 2019, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. September 30, 2020 2019 Series B convertible preferred stock 11 11 Convertible notes payable 47,239,857 867,200 Common stock warrants 288,093,579 2,016,043 Common stock options 71,660,938 4,287,609 Total 406,994,385 7,170,863 |
Reclassifications | Reclassifications Certain comparative figures in 2019 have been reclassified to conform to the current quarter’s presentation. These reclassifications were immaterial, both individually and in the aggregate. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The subtitle is Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This Accounting Standard Update (“ASU”) addresses complex financial instruments that have characteristics of both debt and equity. The application of this ASU would reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models would result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The Company has historically issued complex financial instruments and has considered whether embedded conversion features have existed within those contracts or whether derivatives would appropriately be bifurcated. To date, no such bifurcation has been necessary. However, it is possible that this ASU may have a substantial impact on the Company’s financial statements. Management is evaluating the potential impact. This ASU becomes effective for fiscal years beginning after December 15, 2023. In March 2020, The FASB issued Accounting Standards Update No. 2020-03, Codification Improvements to Financial Instruments. There are seven issues addressed in this update. Issues 1 through 5 were clarifications and codifications of previous updates. Issue 3 relates only to depository and lending institutions and therefore would not be applicable to the Company. Issue 6 was a clarification on determining the contractual term of a net investment in a lease for purposes of measuring expected credit losses, an issue not applicable to the Company. Issue 7 relates to the regaining control of financial assets sold and the recordation of an allowance for credit losses. The amendment related to issues 1, 2, 4 and 5 become effective immediately upon adoption of the update. Issue 3 becomes effective for fiscal years beginning after December 15, 2019. Issues 6 and 7 become effective on varying dates that relate to the dates of adoption other updates. Management’s initial analysis is that it does not believe the new guidance will substantially impact the Company’s financial statements. In December 2019, the FASB issued an amendment to the guidance on income taxes which is intended to simplify the accounting for income taxes. The amendment eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of the deferred tax liabilities for outside basis differences. The amendment also clarifies existing guidance related to the recognition of franchise tax, the evaluation of a step up in the tax basis of goodwill, and the effects of enacted changes in tax laws or rates in the effective tax rate computation, among other clarifications. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Management is currently evaluating the impact the guidance will have on our consolidated financial statements. In June 2016, the FASB issued an amendment to the guidance on the measurement of credit losses on financial instruments. The amendment updates the guidance for measuring and recording credit losses on financial assets measured and amortized cost by replacing the “incurred loss” model with an “expected loss” model. Accordingly, these financial assets will be presented at the net amount expected to be collected. The amendment also requires that credit losses related to available-for-sale debt securities be recorded as an allowance through net income rather than reducing the carrying amount under the current, other-than-temporary-impairment model. The guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years. Early adoption is permitted for annual periods after December 15, 2018. Management is currently evaluating the impact the guidance will have on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | At September 30, 2020 and 2019, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. September 30, 2020 2019 Series B convertible preferred stock 11 11 Convertible notes payable 47,239,857 867,200 Common stock warrants 288,093,579 2,016,043 Common stock options 71,660,938 4,287,609 Total 406,994,385 7,170,863 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Convertible Notes Outstanding | Inception date Maturity date Original principal amount Interest rate Original aggregate DIC, OID, BCF, NW and CS Cumulative amortization of DIC, OID, BCF, NW and CS Principal remaining at September 30, 2020 Accrued Interest at September 30, 2020 Balance sheet carrying amount at September 30, 2020 inclusive of accrued interest May 17, 2019 May 17, 2020, extended to November 17, 2020 $ 50,000 10 % $ 50,000 $ 50,000 $ - $ 2,747 $ 2,747 Total $ 50,000 $ 50,000 $ 50,000 $ - $ 2,747 $ 2,747 |
SY Corporation [Member] | |
Schedule of Convertible Notes Payable | Note payable to SY Corporation consists of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Principal amount of note payable $ 399,774 $ 399,774 Accrued interest payable 399,293 363,280 Foreign currency transaction adjustment (3,969 ) 3,182 $ 795,098 $ 766,236 |
EMA Note [Member] | |
Schedule of Convertible Notes Payable | The outstanding amounts of the EMA Note consists of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Principal amount of notes payable $ 75,000 $ - Unamortized portion of note discounts (24,009 ) Accrued interest payable 1,274 - $ 52,265 $ - |
White Lion Note [Member] | |
Schedule of Convertible Notes Payable | The outstanding amounts of the White Lion Note consist of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Principal amount of notes payable $ 40,000 $ - Accrued interest payable 561 - $ 40,561 $ - |
FirstFire Note [Member] | |
Schedule of Convertible Notes Payable | The outstanding amounts of the FirstFire Note consist of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Principal amount of notes payable $ 137,500 $ - Unamortized portion of note discounts (29,831 ) Accrued interest payable 3,390 - $ 111,059 $ - |
Q2 2020 Convertible Notes [Member] | |
Schedule of Convertible Notes Payable | The outstanding amounts of the April 2020 Note and June 2020 Note consist of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Principal amount of notes payable $ 96,000 $ - Unamortized portion of note discounts (58,057 ) Accrued interest payable 4,553 - $ 42,496 $ - |
2018 Q4 and 2019 Q1 Notes [Member] | |
Schedule of Convertible Notes Payable | The 2018 Q4 Notes and 2019 Q1 Notes consist of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Principal amount of notes payable $ 35,000 $ 190,000 Accrued interest payable 6,215 17,976 $ 41,215 $ 207,976 |
Original Convertible Notes [Member] | |
Schedule of Convertible Notes Payable | The remaining outstanding Original Convertible Notes (including that for which a default notice has been received) consist of the following at September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Principal amount of notes payable $ 75,000 $ 125,000 Accrued interest payable 60,983 82,060 $ 135,983 $ 207,060 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Warrants Activity | A summary of warrant activity for the nine months ended September 30, 2020 is presented below. Number of Weighted Weighted Warrants outstanding at December 31, 2019 2,191,043 $ 1.87109 3.44000 Issued including issuances as a result of anti-dilution protections 395,850,387 0.00521 2.89772 Expired (254,353 ) (5.99808 ) - Exercised (109,693,498 ) (0.00161 ) - Warrants outstanding and exercisable at September 30, 2020 288,093,579 $ 0.01474 2.88832 A summary of warrant activity for the nine months ended September 30, 2019 is presented below. Weighted Average Weighted Remaining Number of Average Contractual Shares Exercise Price Life (in Years) Warrants outstanding at December 31, 2018 1,783,229 $ 2.20393 3.06 Issued 302,372 0.95908 Expired (69,558 ) 2.65928 Warrants outstanding at September 30, 2019 2,016,043 $ 1.99011 2.73 |
Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable | The exercise prices of common stock warrants outstanding and exercisable are as follows at September 30, 2020: Exercise Price Warrants Warrants Expiration Date $ 0.001600 22,125,000 22,125,000 May 17, 2022 0.007000 264,399,260 264,399,260 September 30, 2023 $ 1.000000 916,217 916,217 September 20, 2022 $ 1.500000 190,000 190,000 December 30, 2023 $ 1.562000 130,284 130,284 December 31, 2021 $ 1.575000 238,814 238,814 April 30, 2023 $ 2.750000 8,000 8000 September 20, 2022 $ 7.930000 86,004 86,004 February 28, 2021 288,093,579 288,093,579 The exercise prices of common stock warrants outstanding and exercisable are as follows at September 30, 2019: Exercise Price Warrants Outstanding (Shares) Warrants Exercisable (Shares) Expiration Date $ 0.5000 150,000 150,000 August 19, 2024 $ 1.0000 916,217 916,217 September 20, 2022 $ 1.1800 42,372 42,372 May 17, 2022 $ 1.5000 190,000 190,000 December 30, 2023 $ 1.5620 130,284 130,284 December 31, 2021 $ 1.5750 238,814 238,814 April 30, 2023 $ 2.7500 8,000 8,000 September 20, 2022 $ 4.8750 108,594 108,594 September 30, 2020 $ 6.8348 145,758 145,758 September 30, 2020 $ 7.9300 86,004 86,004 February 28, 2021 2,016,043 2,016,043 |
Summary of Stock Option Activity | A summary of stock option activity for the nine months ended September 30, 2020 is presented below. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Options outstanding at December 31, 2019 4,287,609 $ 3.3798 4.98 Granted 67,500,000 0.0070 Expired (126,671 ) (6.5757 ) - Options outstanding at September 30, 2020 71,660,938 $ 0.1969 4.85 Options exercisable at September 30, 2020 50,910,938 $ 0.2745 4.88 |
Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable | The exercise prices of common stock options outstanding and exercisable were as follows at September 30, 2020: Exercise Price Options Outstanding (Shares) Options Exercisable (Shares) Expiration Date $ 0.0070 50,500,000 34,750,000 September 30, 2025 $ 0.0070 17,000,000 12,000,000 July 31, 2025 $ 0.7000 21,677 21,677 November 21, 2023 $ 1.1200 310,388 310,388 April 5, 2023 $ 1.2500 16,762 16,762 December 7, 2022 $ 1.3500 34,000 34,000 July 28, 2022 $ 1.4500 1,849,418 1,849,418 December 9, 2027 $ 1.4500 100,000 100,000 December 9, 2027 $ 2.0000 285,000 285,000 June 30, 2022 $ 2.0000 25,000 25,000 July 26, 2022 $ 3.9000 395,000 395,000 January 17, 2022 $ 4.5000 7,222 7,222 September 2, 2021 $ 5.7500 2,608 2,608 September 12, 2021 $ 6.4025 129,231 129,231 August 18, 2022 $ 6.4025 261,789 261,789 August 18, 2025 $ 6.8250 8,791 8,791 December 11, 2020 $ 7.3775 523,077 523,077 March 31, 2021 $ 8.1250 169,231 169,231 June 30, 2022 $ 13.9750 3,385 3,385 March 14, 2024 $ 15.9250 2,462 2,462 February 28, 2024 $ 19.5000 9,487 9,487 July 17, 2022 $ 19.5000 6,410 6,410 August 10, 2022 71,660,938 50,910,938 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Principal Cash Obligations and Commitments | Payments Due By Year Total 2020 2021 2022 2023 2024 License agreements $ 485,370 $ 25,000 $ 115,092 $ 115,093 $ 130,185 $ 100,000 Employment agreements (1) 2,745,100 450,200 1,100,600 639,600 554,700 - Total $ 3,230,470 $ 475,200 $ 1,215,692 $ 754,693 $ 684,885 $ 100,000 (1) The payment of amounts related to Dr. Lippa and Mr. Margolis have been deferred indefinitely, as described above at “Employment Agreements.” The payment amounts to Mr. Jones have been deferred pending the Company achieving certain financing thresholds as described above at “Employment Agreements.” The 2020 amounts include three months of employment agreement obligations for Dr. Lippa, Mr. Jones and Mr. Margolis as their employment contracts renewed on September 30, 2020 and the 2020 obligations include the three months of obligations through December 30, 2020. In the case of Mr. Jones, the obligations extend through the first renewal date of his employment contract which is September 30, 2023. Also, in the case of Mr. Jones, guaranteed bonus obligations are included in the periods in which such amounts are due. |
Business (Details Narrative)
Business (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 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 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Net losses | $ (1,479,355) | $ (816,137) | $ (946,718) | $ (469,844) | $ (477,213) | $ (540,332) | $ (3,242,210) | $ (1,487,389) | $ 2,115,033 | |
Negative operating cash flows | (350,724) | (313,691) | (487,745) | |||||||
Stockholders' deficiency | $ 7,288,185 | $ 7,846,748 | $ 7,451,419 | $ 7,039,381 | $ 6,617,038 | $ 6,227,775 | $ 7,288,185 | $ 7,039,381 | $ 7,444,819 | $ 5,733,255 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 406,994,385 | 7,170,863 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 11 | 11 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 47,239,857 | 867,200 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 288,093,579 | 2,016,043 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 71,660,938 | 4,287,609 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Oct. 26, 2020USD ($)shares | Oct. 26, 2020USD ($)shares | Oct. 23, 2020USD ($)shares | Oct. 22, 2020USD ($)shares | Sep. 30, 2020USD ($)shares | Aug. 04, 2020USD ($) | Jul. 30, 2020USD ($)$ / sharesshares | Jul. 28, 2020USD ($) | Jul. 06, 2020USD ($) | Jul. 02, 2020USD ($)$ / sharesshares | Mar. 20, 2020USD ($)$ / sharesshares | Jun. 25, 2012USD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Jun. 07, 2020USD ($) | Apr. 15, 2020USD ($) | Mar. 21, 2020USD ($)$ / shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Proceeds from loan | $ 274,750 | $ 263,501 | ||||||||||||||||||||
Debt instrument interest rate | 12.00% | 10.00% | 10.00% | |||||||||||||||||||
Debt instrument maturity date | Jun. 25, 2013 | |||||||||||||||||||||
Number of shares of common stock for conversion of convertible notes | shares | 145,198,671 | |||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ (65,906) | $ (389,902) | ||||||||||||||||||||
Stockholder's percentage | 20.00% | |||||||||||||||||||||
Interest expense | $ 78,678 | 70,168 | 409,994 | 221,813 | ||||||||||||||||||
Nine Monthly Installments [Member] | ||||||||||||||||||||||
Debt periodic payments | $ 8,256 | |||||||||||||||||||||
Dr. Arnold S.Lippa [Member] | ||||||||||||||||||||||
Warrants to purchase | shares | 109,786,458 | 109,786,458 | 109,786,458 | |||||||||||||||||||
Number of shares of common stock for conversion of convertible notes | shares | 109,786,458 | |||||||||||||||||||||
Interest expense | $ 2,848 | 2,589 | $ 8,481 | 7,683 | ||||||||||||||||||
April 2020 Note [Member] | ||||||||||||||||||||||
Debt instrument maturity date | Apr. 15, 2021 | |||||||||||||||||||||
June 2020 Note [Member] | ||||||||||||||||||||||
Debt instrument maturity date | Jun. 7, 2021 | |||||||||||||||||||||
Two Convertible Promissory Notes [Member] | ||||||||||||||||||||||
Proceeds from loan | $ 90,000 | |||||||||||||||||||||
Legal fees | 5,000 | |||||||||||||||||||||
Diligence fees | $ 1,000 | |||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | 12.00% | |||||||||||||||||||
Debt description | Bears interest at a rate equal to 12% per annum, with any amount of principal or interest which is not paid when due bearing interest at the rate of 22% per annum. | |||||||||||||||||||||
Ownership percentage | 4.99% | 4.99% | 4.99% | |||||||||||||||||||
Debt conversion price percentage | 0.61 | |||||||||||||||||||||
2019 Convertible Note [Member] | ||||||||||||||||||||||
Debt face amount | $ 150,000 | $ 150,000 | $ 150,000 | |||||||||||||||||||
Initial drawdown | 50,000 | 50,000 | 50,000 | |||||||||||||||||||
Accrued interest | 2,747 | 2,747 | 2,747 | |||||||||||||||||||
2018 Q4 and 2019 Q1 Notes [Member] | ||||||||||||||||||||||
Debt face amount | $ 190,000 | $ 155,000 | $ 190,000 | $ 190,000 | ||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||||||
Debt instrument original issue discount | $ 82,159 | $ 82,159 | $ 82,159 | |||||||||||||||||||
Warrant to purchase shares | shares | 190,000 | 190,000 | 190,000 | |||||||||||||||||||
Accrued interest | $ 17,911 | |||||||||||||||||||||
Warrant fair value | $ 146,805 | |||||||||||||||||||||
Fair value of convertible note and warrant | 336,805 | |||||||||||||||||||||
Initial value of note | $ 107,841 | $ 107,841 | $ 107,841 | |||||||||||||||||||
Common stock exchange price per share | $ / shares | $ 0.034 | $ 0.015 | ||||||||||||||||||||
Number of debt exchanged for shares of common stock | shares | 11,527,407 | |||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 219,021 | |||||||||||||||||||||
Debt conversion, description | The 2019 Convertible Notes discussed above, which the Company does not consider to have arisen from one or more offerings, may be interpreted in such a way that the remaining 2018 Q4 Note and 2019 Q1 Note holders had the right to convert or exchange into such notes. However, no holder of the Q4 2018 and 2019 Notes has requested such a conversion or exchange. The Company does not believe that an offering occurred as of September 30, 2020 or as of the date of the issuance of these financial statements. Therefore, the number of shares of common stock (or preferred stock) into which the remaining 2018 Q4 Note and the remaining 2019 Q1 Note may convert is not determinable and the Company has not accounted for any additional consideration. The warrants to purchase 190,000 shares of common stock issued in connection with the sale of the 2018 Q4 and 2019 Q1 Notes are exercisable at a fixed price of $1.50 per share of common stock, provide no right to receive a cash payment, and included no reset rights or other protections based on subsequent equity transactions, equity-linked transactions or other events. The warrants issued to the Q4 2018 and Q1 2019 Note holders expire on December 30, 2023. The Company determined that there were no embedded derivatives to be identified, bifurcated and valued in connection with this financing. | |||||||||||||||||||||
2019 Q1 Notes [Member] | ||||||||||||||||||||||
Debt face amount | 35,000 | 35,000 | $ 35,000 | |||||||||||||||||||
Accrued interest | $ 6,215 | $ 6,215 | $ 6,215 | |||||||||||||||||||
Original Convertible Notes [Member] | ||||||||||||||||||||||
Debt face amount | $ 50,000 | |||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | 12.00% | |||||||||||||||||||
Accrued interest | $ 22,526 | $ 22,526 | $ 22,526 | $ 18,666 | $ 32,875 | |||||||||||||||||
Common stock exchange price per share | $ / shares | $ 0.034 | $ 0.015 | ||||||||||||||||||||
Number of debt exchanged for shares of common stock | shares | 5,525,017 | |||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 104,975 | 11,955 | ||||||||||||||||||||
Debt periodic payments | $ 47,526 | 43,666 | ||||||||||||||||||||
Original Convertible Notes [Member] | Investor [Member] | ||||||||||||||||||||||
Debt face amount | $ 579,500 | $ 579,500 | ||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||||||||||||||
Other Short-Term Notes Payable [Member] | ||||||||||||||||||||||
Debt instrument interest rate | 11.00% | 11.00% | 11.00% | |||||||||||||||||||
Debt periodic payments | $ 6,899 | |||||||||||||||||||||
Insurance premium | $ 70,762 | $ 70,762 | 70,762 | |||||||||||||||||||
Insurance premium remaining balance | 24,321 | 24,321 | 24,321 | |||||||||||||||||||
Short term borrowings | 31,219 | 31,219 | 31,219 | 4,635 | ||||||||||||||||||
Prior Period Premium Financing [Member] | ||||||||||||||||||||||
Debt periodic payments | 2,317 | |||||||||||||||||||||
July 28, 2021 [Member] | ||||||||||||||||||||||
Debt face amount | $ 40,000 | |||||||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||||||
Debt interest rate description | Upon an event of default, any amount of outstanding principal or interest would bear interest at the lower of 18% or the highest rate permitted by law. | |||||||||||||||||||||
Debt description | White Lion has the right, at any time after the first 180 days after execution of the White Lion EPA, to convert any outstanding and unpaid amount (including accrued interest and other fees) into shares of Common Stock, provided that such conversion would not result in White Lion beneficially owning more than 9.99% of the Company's then outstanding Common Stock. Unless an event of default has occurred, White Lion may convert at a per share conversion price equal to $0.02. Upon such conversion, all rights with respect to the portion of the Commitment Note being so converted terminate, except for the right to receive Common Stock. White Lion also has the right, at any time the Commitment Note is outstanding, to apply any outstanding principal or interest as consideration for any equity, equity-linked and/or debt securities offered by the Company in any public offering or private placement, subject to the terms of the Commitment Note. RespireRx may, with prior written notice to White Lion, prepay the entire outstanding principal amount under the Commitment Note at any time by making a payment to White Lion of an amount in cash equal to 110% of the outstanding principal, guaranteed interest amount, and any default interest or other amounts owed. | |||||||||||||||||||||
Debt interest payment | $ 3,200 | |||||||||||||||||||||
White Lion Equity Purchase Agreement [Member] | ||||||||||||||||||||||
Debt face amount | 40,000 | $ 25,000 | 40,000 | 40,000 | ||||||||||||||||||
Accrued interest | 561 | 561 | 561 | |||||||||||||||||||
EMA Financial, LLC [Member] | ||||||||||||||||||||||
Warrants to purchase | shares | 3,750,000 | |||||||||||||||||||||
Debt instrument original issue discount | 24,009 | 24,009 | 24,009 | |||||||||||||||||||
Warrants expiration date | Sep. 30, 2023 | |||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.007 | |||||||||||||||||||||
Accrued interest | 1,274 | 1,274 | 1,274 | |||||||||||||||||||
EMA Financial, LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Convertible note | $ 68,250 | |||||||||||||||||||||
Debt face amount | $ 75,000 | |||||||||||||||||||||
Warrants to purchase | shares | 3,750,000 | |||||||||||||||||||||
Proceeds from loan | $ 63,750 | |||||||||||||||||||||
Legal fees | 3,500 | |||||||||||||||||||||
Diligence fees | $ 1,000 | |||||||||||||||||||||
Debt description | EMA has the right, in its discretion, at any time, to convert any outstanding and unpaid amount of the EMA Note into shares of Common Stock, provided that such conversion would not result in EMA beneficially owning more than 4.99% of RespireRx's then outstanding Common Stock. In the absence of an event of default, EMA may convert at a per share conversion price equal to $0.02, subject to a retroactive downward adjustment if the lowest traded price on each of the three consecutive trading days following such conversion is lower than $0.02. Upon an event of default, the conversion price is adjusted downward based on a discount to market with respect to subsequent financings or a percentage of the lowest traded price during the twenty one day period prior to the conversion, if lower than $0.02. Upon such conversion, all rights with respect to the portion of the EMA Note being so converted terminate, except for the right to receive Common Stock or other securities, cash or other assets as provided in the EMA Note due upon such conversion. RespireRx may, with prior written notice to EMA, prepay the outstanding principal amount under the EMA Note during the initial 180 day period by making a payment to EMA of an amount in cash equal to a certain percentage of the outstanding principal, interest, default interest and other amounts owed. Such percentage varies from 110% to 115% depending on the period in which the prepayment occurs, as set forth in the EMA Note. | |||||||||||||||||||||
Proceeds from debt | $ 2,500,000 | |||||||||||||||||||||
EMA Financial, LLC [Member] | Securities Purchase Agreement [Member] | October 30, 2021 [Member] | ||||||||||||||||||||||
Debt face amount | $ 75,000 | |||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||
Debt instrument original issue discount | $ 6,750 | |||||||||||||||||||||
Debt interest rate description | Any amount of principal or interest that is not paid by the EMA Maturity Date would bear interest at the rate of 24% from the EMA Maturity Date to the date such amount is paid. | |||||||||||||||||||||
FirstFire Global Opportunities Fund LLC [Member] | ||||||||||||||||||||||
Debt instrument original issue discount | 29,831 | 29,831 | 29,831 | |||||||||||||||||||
Warrants expiration date | Sep. 30, 2023 | |||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.007 | |||||||||||||||||||||
Accrued interest | $ 3,390 | 3,390 | 3,390 | |||||||||||||||||||
FirstFire Global Opportunities Fund LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Convertible note | $ 125,000 | |||||||||||||||||||||
Debt face amount | $ 137,500 | |||||||||||||||||||||
Proceeds from loan | $ 121,000 | |||||||||||||||||||||
Legal fees | $ 4,000 | |||||||||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||||||||
Debt instrument original issue discount | $ 12,500 | |||||||||||||||||||||
Debt interest rate description | Any amount of principal or interest that is not paid when due bears interest at the rate of the lesser of 24% and the maximum amount permitted by law, from the due date to the date such amount is paid. | |||||||||||||||||||||
Debt description | FirstFire has the right, at any time, to convert any outstanding and unpaid amount of the FirstFire Note into shares of RespireRx's Common Stock or securities convertible into RespireRx's common stock, provided that such conversion would not result in FirstFire beneficially owning more than 4.99% of RespireRx's then outstanding shares of Common Stock. Subject to certain limitations and adjustments as described in the FirstFire Note, FirstFire may convert at a per share conversion price equal to $0.02 (the "FirstFire Fixed Conversion Price"), provided that upon any event of default, the conversion price will equal the lower of (i) the FirstFire Fixed Conversion Price, (ii) discount to market based upon subsequent financings with other investors, or (iii) 60% multiplied by the lowest traded price of RespireRx's Common Stock during the twenty-one consecutive trading day period immediately preceding the date of such conversion. Upon such conversion, all rights with respect to the portion of the FirstFire Note being so converted terminate, except for the right to receive RespireRx's Common Stock or other securities, cash or other assets as provided in the FirstFire Note due upon such conversion. RespireRx may, with prior written notice to FirstFire, prepay the outstanding principal amount under the FirstFire Note during the initial 180 day period after the execution of the FirstFire SPA by making a payment to FirstFire of an amount in cash equal to a certain percentage of the outstanding principal, interest, default interest and other amounts owed. Such percentage varies from 105% to 115% depending on the period in which the prepayment occurs. | |||||||||||||||||||||
Warrant to purchase shares | shares | 6,875,000 | |||||||||||||||||||||
Amortization payments | $ 30,250 | |||||||||||||||||||||
Debt instrument maturity date | Dec. 2, 2020 | |||||||||||||||||||||
Debt instrument, maturity date, description | Due on December 2, 2020, and the final such payment, along with any unpaid principal and any accrued and unpaid interest and other fees, due April 2, 2021 (the "FirstFire Note Maturity Date"). | |||||||||||||||||||||
Debt conversion price | $ / shares | $ 0.02 | |||||||||||||||||||||
RespireRx and Power Up Lending Group Ltd [Member] | Securities Purchase Agreement [Member] | April 2020 Note [Member] | ||||||||||||||||||||||
Convertible note | $ 53,000 | |||||||||||||||||||||
RespireRx and Power Up Lending Group Ltd [Member] | Securities Purchase Agreement [Member] | June 2020 Note [Member] | ||||||||||||||||||||||
Convertible note | $ 43,000 | |||||||||||||||||||||
Power Up Lending Group LLC [Member] | April 2020 Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Convertible note | $ 53,000 | $ 53,000 | $ 53,000 | $ 53,000 | ||||||||||||||||||
Number of shares of common stock for conversion of convertible notes | shares | 28,804,407 | 28,804,407 | 28,804,407 | 28,804,407 | ||||||||||||||||||
SY Corporation [Member] | ||||||||||||||||||||||
Debt face amount | $ 400,000 | |||||||||||||||||||||
Interest expense | $ 12,092 | $ 12,092 | $ 36,013 | $ 35,881 | ||||||||||||||||||
SY Corporation [Member] | Won [Member] | ||||||||||||||||||||||
Debt face amount | $ 465,000,000 |
Notes Payable - Schedule of Con
Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total note payable | $ 795,098 | $ 766,236 |
SY Corporation [Member] | ||
Principal amount of note payable | 399,774 | 399,774 |
Accrued interest payable | 399,293 | 363,280 |
Foreign currency transaction adjustment | (3,969) | 3,182 |
Total note payable | 795,098 | 766,236 |
Q2 2020 Convertible Notes [Member] | ||
Principal amount of note payable | 96,000 | |
Unamortized portion of note discounts | (58,057) | |
Accrued interest payable | 4,553 | |
Total note payable | 42,496 | |
2018 Q4 Notes and 2019 Q1 Notes [Member] | ||
Principal amount of note payable | 35,000 | 190,000 |
Accrued interest payable | 6,215 | 17,976 |
Total note payable | 41,215 | 207,976 |
Original Convertible Debt [Member] | ||
Principal amount of note payable | 75,000 | 125,000 |
Accrued interest payable | 60,983 | 82,060 |
Total note payable | 135,983 | 207,060 |
White Lion Equity Purchase Agreement [Member] | ||
Principal amount of note payable | 40,000 | |
Accrued interest payable | 561 | |
Total note payable | 40,561 | |
EMA Financial, LLC [Member] | ||
Principal amount of note payable | 75,000 | |
Unamortized portion of note discounts | (24,009) | |
Accrued interest payable | 1,274 | |
Total note payable | 52,265 | |
FirstFire Global Opportunities Fund LLC [Member] | ||
Principal amount of note payable | 137,500 | |
Unamortized portion of note discounts | (29,831) | |
Accrued interest payable | 3,390 | |
Total note payable | $ 111,059 |
Notes Payable - Schedule of C_2
Notes Payable - Schedule of Convertible Notes Outstanding (Details) - USD ($) | Jun. 25, 2012 | Sep. 30, 2020 | Sep. 30, 2019 |
Debt instrument maturity date | Jun. 25, 2013 | ||
Interest rate | 12.00% | 10.00% | |
Accrued interest | $ 22,186 | ||
May 17, 2020 Convertible Note [Member] | |||
Debt instrument maturity date | May 17, 2020 | ||
Original principal amount | $ 50,000 | ||
Interest rate | 10.00% | ||
Original aggregate | $ 50,000 | ||
Cumulative amortization | 50,000 | ||
Principal | |||
Accrued interest | 2,747 | ||
Balance sheet carrying amount | $ 2,747 | ||
May 17, 2020 Convertible Note [Member] | Extended Maturity [Member] | |||
Debt instrument maturity date | Nov. 17, 2020 | ||
2019 Convertible Notes [Member] | |||
Original principal amount | $ 50,000 | ||
Original aggregate | 50,000 | ||
Cumulative amortization | 50,000 | ||
Principal | |||
Accrued interest | 2,747 | ||
Balance sheet carrying amount | $ 2,747 |
Settlement and Payment Agreem_2
Settlement and Payment Agreements (Details Narrative) - USD ($) | Dec. 21, 2019 | Nov. 30, 2019 | Sep. 23, 2019 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 16, 2019 |
Settlement and Payment Agreements [Member] | ||||||
Settlement and payment agreements payment description | No payments had been made through September 30, 2020 with respect to the original agreement in principle. Given that as of September 30, 2020, a final agreement had not been reached and management does not believe that the proposed extension for the first payment to December 31, 2020 will be achievable, RespireRx intends to make a new proposal, similar to the last, but with an extended timeframe and smaller monthly amounts. The currently proposed settlement has not yet been finalized calls for a payment of $100,000 if RespireRx is able to raise $700,000 by December 31, 2020 with subsequent settlement payments of $50,000 per month with a residual final payment of less than $50,000 representing the remaining balance. Under the current proposal, if RespireRx raises less than $700,000 by December 31, 2020, the Company may cancel a portion of the amount owed to the vendor by paying at least 21% of the working capital raised which amount would reduce the amount owed dollar-for-dollar and the vendor would be able to seek collection of the balance. | |||||
Salamandra, LLC [Member] | ||||||
Due to related party | $ 202,395 | |||||
Repayment of debt | $ 25,000 | $ 125,000 | ||||
Debt settlement description | Under the Amended Settlement Agreement, (i) the Company was to pay and the Company paid to Salamandra $25,000 on or before December 21, 2019, (ii) upon such payment, Salamandra ceased all collection efforts against the Company until March 31, 2020 (the "Threshold Date"), and (iii) the Company was to pay to Salamandra $100,000 on or before the Threshold Date if the Company had at that time raised $600,000 in working capital. Such payments by the Company would have constituted satisfaction of the Full Amount owed and would have served as consideration for the dismissal of the action underlying the arbitration award and the mutual releases set forth in the Amended Settlement Agreement. If the Company had raised less than $600,000 in working capital before the Threshold Date, the Company was to pay to Salamandra an amount equal to 21% of the working capital amount raised, in which case such payment would have reduced the Full Amount owed on a dollar-for-dollar basis, and Salamandra would then have been able to seek collection on the remainder of the debt. The Company made the initial payment of $25,000 in December 2019, but did not make the subsequent required payment on March 31, 2020, nor has any payment been made since that time. The Company has initiated further discussions with the intent of reaching a revised settlement agreement which cannot be assured. | |||||
Working capital | $ 600,000 | |||||
Debt periodic payment | $ 25,000 | |||||
Salamandra, LLC [Member] | On or Before November 30, 2019 [Member] | ||||||
Debt periodic payment | $ 100,000 | |||||
Salamandra, LLC [Member] | Thereafter [Member] | ||||||
Debt periodic payment | $ 50,000 | |||||
Salamandra, LLC [Member] | Threshold Date [Member] | ||||||
Due to related party | 100,000 | |||||
University of Illionis [Member] | 2014 License Agreement [Member] | ||||||
Debt periodic payment | $ 100,000 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) | Nov. 24, 2020shares | Sep. 30, 2020USD ($)$ / sharesshares | Mar. 18, 2014shares | Sep. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2020shares | Mar. 31, 2020shares | Sep. 30, 2020USD ($)$ / sharesshares | Nov. 23, 2020shares | Jul. 31, 2020shares | Jul. 13, 2020shares | May 05, 2020shares | Mar. 21, 2020shares | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||
Common stock, shares issued | 577,842,003 | 577,842,003 | 577,842,003 | 4,175,072 | ||||||||||
Common stock, shares outstanding | 577,842,003 | 577,842,003 | 577,842,003 | 4,175,072 | ||||||||||
Number of shares of common stock for conversion of convertible notes | 145,198,671 | |||||||||||||
Warrant exercises | 145,198,671 | 145,198,671 | 145,198,671 | |||||||||||
Warrant outstanding | 253,774,260 | 253,774,260 | 253,774,260 | |||||||||||
Exrcise of outstanding option | 71,660,938 | 71,660,938 | 71,660,938 | 4,287,609 | ||||||||||
Pier contingent shares | 6,497 | |||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Fair value per share | $ / shares | $ 0.0054 | $ 0.0054 | $ 0.0054 | $ .45 | ||||||||||
Number of options exercisable | 50,910,938 | 50,910,938 | 50,910,938 | |||||||||||
Number of stock or stock options granted | 67,500,000 | |||||||||||||
In-The-Money Common Stock Warrants [Member] | ||||||||||||||
Number of options exercisable | 22,125,000 | 22,125,000 | 22,125,000 | |||||||||||
Warrants exercisable, intrinsic value | $ | $ 84,075 | $ 84,075 | $ 84,075 | |||||||||||
Minimum [Member] | ||||||||||||||
Common stock, shares authorized | 65,000,000 | |||||||||||||
Maximum [Member] | ||||||||||||||
Common stock, shares authorized | 1,000,000,000 | |||||||||||||
Conversion of Shares [Member] | ||||||||||||||
Preferred stock, shares undesignated | 3,504 | 3,504 | 3,504 | 424.1552578 | ||||||||||
Subsequent Event [Member] | ||||||||||||||
Common stock, shares authorized | 2,000,000,000 | 1,000,000,000 | ||||||||||||
Reverse stock split description | Ten for one (10:1) reverse stock split of all issued and outstanding shares of Common Stock | |||||||||||||
Reverse stock split conversion ratio | .10 | |||||||||||||
Authorized shares | 2,005,000,000 | 1,005,000,000 | ||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Number of shares of common stock for conversion of convertible notes | 13,550,801 | |||||||||||||
Number of shares of common stock | 188,613,528 | 29,518,781 | 87,018,841 | |||||||||||
9% Cumulative Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, shares authorized | 1,250,000 | 1,250,000 | 1,250,000 | 1,250,000 | ||||||||||
2014 Plan [Member] | ||||||||||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||||||||||
Number of shares of common stock for reserved | 63,236 | 63,236 | 63,236 | |||||||||||
2015 Plan [Member] | ||||||||||||||
Number of shares of common stock for conversion of convertible notes | 87,033,715 | |||||||||||||
2014 Equity Plan [Member] | ||||||||||||||
Number of stock or stock options granted | 325,025 | |||||||||||||
2015 Stock and Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||||||
Stock option available for grant | 8,985,260 | 8,985,260 | 8,985,260 | 158,985,260 | 58,985,260 | |||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||
Number of shares of common stock for reserved | 11 | 11 | 11 | |||||||||||
Preferred stock, shares authorized | 37,500 | 37,500 | 37,500 | 37,500 | 37,500 | |||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares issued | 11 | 11 | 11 | 11 | ||||||||||
Preferred stock shares issuable upon conversion | 0.00030 | 0.00030 | 0.00030 | 0.00030 | 0.00030 | |||||||||
Debt instrument, conversion price per share | $ / shares | $ 2,208.375 | $ 2,208.375 | $ 2,208.375 | $ 2,208.375 | $ 2,208.375 | |||||||||
Preferred stock, shares outstanding | 11 | 11 | 11 | 11 | 11 | |||||||||
Preferred stock, liquidation preference value | $ | $ 25,001 | $ 25,001 | $ 25,001 | $ 25,001 | $ 25,001 | |||||||||
Preferred stock, liquidation preference, per share | $ / shares | $ 0.6667 | $ 0.6667 | $ 0.6667 | $ 0.6667 | $ 0.6667 | |||||||||
Series A Junior Participating Preferred Stock [Member] | ||||||||||||||
Preferred stock, shares authorized | 205,000 | 205,000 | 205,000 | 205,000 | ||||||||||
Preferred stock, shares outstanding | ||||||||||||||
Series G 1.5% Convertible Preferred Stock [Member] | ||||||||||||||
Preferred stock, shares authorized | 1,700 | 1,700 | 1,700 | 1,700 | ||||||||||
Preferred stock, shares outstanding | ||||||||||||||
Series H 2% Voting Non-Participating Convertible Preferred Stock [Member] | ||||||||||||||
Number of shares of common stock for conversion of convertible notes | 253,774,260 | |||||||||||||
Preferred stock, shares authorized | 3,000 | 3,000 | 3,000 | |||||||||||
Preferred stock, shares issued | 1,624.1552578 | 1,624.1552578 | 1,624.1552578 | |||||||||||
Preferred stock dividend rate | 2.00% | |||||||||||||
Warrants to purchase | 253,744,260 | 253,744,260 | 253,744,260 | |||||||||||
Preferred stock, shares outstanding | ||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||
Preferred stock, shares authorized | 1,200 |
Stockholders' Deficiency - Sche
Stockholders' Deficiency - Schedule of Warrants Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Equity [Abstract] | ||
Number of Warrants, Outstanding, Beginning balance | 2,191,043 | 1,783,229 |
Number of Warrants, Issued | 395,850,387 | 302,372 |
Number of Warrants, Expired | (254,353) | (69,558) |
Number of Warrants, Exercised | (109,693,498) | |
Number of Warrants, Outstanding, Ending balance | 288,093,579 | 2,016,043 |
Number of Warrants, Outstanding, Exercisable Ending balance | 288,093,579 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 1.87109 | $ 2.20393 |
Weighted Average Exercise Price, Issued | 0.00521 | 0.95908 |
Weighted Average Exercise Price, Expired | (5.99808) | 2.65928 |
Weighted Average Exercise Price, Exercised | (0.00161) | |
Weighted Average Exercise Price, Outstanding, Ending balance | 0.01474 | $ 1.99011 |
Weighted Average Exercise Price, Exercisable, Ending | $ 0.01474 | |
Weighted Average Remaining Contractual Life (in Years), Outstanding, Beginning | 3 years 5 months 9 days | 3 years 22 days |
Weighted Average Remaining Contractual Life (in Years), Outstanding, Issued | 2 years 10 months 21 days | |
Weighted Average Remaining Contractual Life (in Years), Outstanding, Ending | 2 years 10 months 17 days | 2 years 8 months 23 days |
Weighted Average Remaining Contractual Life (in Years), Exercisable | 2 years 10 months 17 days |
Stockholders' Deficiency - Sc_2
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Warrants Outstanding and Exercisable (Details) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Warrants, Outstanding (Shares) | 288,093,579 | 2,191,043 | 2,016,043 | 1,783,229 |
Warrants, Exercisable (Shares) | 145,198,671 | |||
Warrants [Member] | ||||
Warrants, Outstanding (Shares) | 288,093,579 | 2,016,043 | ||
Warrants, Exercisable (Shares) | 288,093,579 | 2,016,043 | ||
Exercise Price Range One [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 0.001600 | $ 0.5000 | ||
Warrants, Outstanding (Shares) | 22,125,000 | 150,000 | ||
Warrants, Exercisable (Shares) | 22,125,000 | 150,000 | ||
Warrants, Expiration Date | May 17, 2022 | Aug. 19, 2024 | ||
Exercise Price Range Two [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 0.007000 | $ 1 | ||
Warrants, Outstanding (Shares) | 264,399,260 | 916,217 | ||
Warrants, Exercisable (Shares) | 264,399,260 | 916,217 | ||
Warrants, Expiration Date | Sep. 30, 2023 | Sep. 20, 2022 | ||
Exercise Price Range Three [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 1 | $ 1.1800 | ||
Warrants, Outstanding (Shares) | 916,217 | 42,372 | ||
Warrants, Exercisable (Shares) | 916,217 | 42,372 | ||
Warrants, Expiration Date | Sep. 20, 2022 | May 17, 2022 | ||
Exercise Price Range Four [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 1.500000 | $ 1.5000 | ||
Warrants, Outstanding (Shares) | 190,000 | 190,000 | ||
Warrants, Exercisable (Shares) | 190,000 | 190,000 | ||
Warrants, Expiration Date | Dec. 30, 2023 | Dec. 30, 2023 | ||
Exercise Price Range Five [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 1.562000 | $ 1.5620 | ||
Warrants, Outstanding (Shares) | 130,284 | 130,284 | ||
Warrants, Exercisable (Shares) | 130,284 | 130,284 | ||
Warrants, Expiration Date | Dec. 31, 2021 | Dec. 31, 2021 | ||
Exercise Price Range Six [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 1.575000 | $ 1.5750 | ||
Warrants, Outstanding (Shares) | 238,814 | 238,814 | ||
Warrants, Exercisable (Shares) | 238,814 | 238,814 | ||
Warrants, Expiration Date | Apr. 30, 2023 | Apr. 30, 2023 | ||
Exercise Price Range Seven [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 2.750000 | $ 2.7500 | ||
Warrants, Outstanding (Shares) | 8,000 | 8,000 | ||
Warrants, Exercisable (Shares) | 8,000 | 8,000 | ||
Warrants, Expiration Date | Sep. 20, 2022 | Sep. 20, 2022 | ||
Exercise Price Range Eight [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 7.930000 | $ 4.8750 | ||
Warrants, Outstanding (Shares) | 86,004 | 108,594 | ||
Warrants, Exercisable (Shares) | 86,004 | 108,594 | ||
Warrants, Expiration Date | Feb. 28, 2021 | Sep. 30, 2020 | ||
Exercise Price Range Nine [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 6.8348 | |||
Warrants, Outstanding (Shares) | 145,758 | |||
Warrants, Exercisable (Shares) | 145,758 | |||
Warrants, Expiration Date | Sep. 30, 2020 | |||
Exercise Price Range Ten [Member] | Warrants [Member] | ||||
Warrants, Exercise Price | $ 7.9300 | |||
Warrants, Outstanding (Shares) | 86,004 | |||
Warrants, Exercisable (Shares) | 86,004 | |||
Warrants, Expiration Date | Feb. 28, 2021 |
Stockholders' Deficiency - Summ
Stockholders' Deficiency - Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Equity [Abstract] | |
Number of shares, Options outstanding, beginning balance | shares | 4,287,609 |
Number of shares, Options Granted | shares | 67,500,000 |
Number of shares, Options Expired | shares | (126,671) |
Number of shares, Options outstanding, ending balance | shares | 71,660,938 |
Number of shares, Options exercisable ending balance | shares | 50,910,938 |
Weighted Average Exercise Price, Options outstanding, beginning balance | $ / shares | $ 3.3798 |
Weighted Average Exercise Price, Options Granted | $ / shares | 0.0070 |
Weighted Average Exercise Price, Options Expired | $ / shares | (6.5757) |
Weighted Average Exercise Price, Options outstanding, ending balance | $ / shares | 0.1969 |
Weighted Average Exercise Price, Options exercisable ending balance | $ / shares | $ 0.2745 |
Weighted Average Remaining Contractual Life (in Years), Options outstanding, beginning balance | 4 years 11 months 23 days |
Weighted Average Remaining Contractual Life (in Years), Options outstanding, ending balance | 4 years 10 months 6 days |
Weighted Average Remaining Contractual Life (in Years), Options exercisable ending balance | 4 years 10 months 17 days |
Stockholders' Deficiency - Sc_3
Stockholders' Deficiency - Schedule of Exercise Prices of Common Stock Options Outstanding and Exercisable (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Options Outstanding (Shares) | 71,660,938 |
Options Exercisable (Shares) | 50,910,938 |
Stock Option One [Member] | |
Options Exercise Price | $ / shares | $ 0.7000 |
Options Outstanding (Shares) | 50,500,000 |
Options Exercisable (Shares) | 34,750,000 |
Options, Expiration Date | Sep. 30, 2025 |
Stock Option Two [Member] | |
Options Exercise Price | $ / shares | $ 0.0070 |
Options Outstanding (Shares) | 17,000,000 |
Options Exercisable (Shares) | 12,000,000 |
Options, Expiration Date | Jul. 31, 2025 |
Stock Option Three [Member] | |
Options Exercise Price | $ / shares | $ 0.7000 |
Options Outstanding (Shares) | 21,677 |
Options Exercisable (Shares) | 21,677 |
Options, Expiration Date | Nov. 21, 2023 |
Stock Option Four [Member] | |
Options Exercise Price | $ / shares | $ 1.1200 |
Options Outstanding (Shares) | 310,388 |
Options Exercisable (Shares) | 310,388 |
Options, Expiration Date | Apr. 5, 2023 |
Stock Option Five [Member] | |
Options Exercise Price | $ / shares | $ 1.2500 |
Options Outstanding (Shares) | 16,762 |
Options Exercisable (Shares) | 16,762 |
Options, Expiration Date | Dec. 7, 2022 |
Stock Option Six [Member] | |
Options Exercise Price | $ / shares | $ 1.3500 |
Options Outstanding (Shares) | 34,000 |
Options Exercisable (Shares) | 34,000 |
Options, Expiration Date | Jul. 28, 2022 |
Stock Option Seven [Member] | |
Options Exercise Price | $ / shares | $ 1.4500 |
Options Outstanding (Shares) | 1,849,418 |
Options Exercisable (Shares) | 1,849,418 |
Options, Expiration Date | Dec. 9, 2027 |
Stock Option Eight [Member] | |
Options Exercise Price | $ / shares | $ 1.4500 |
Options Outstanding (Shares) | 100,000 |
Options Exercisable (Shares) | 100,000 |
Options, Expiration Date | Dec. 9, 2027 |
Stock Option Nine [Member] | |
Options Exercise Price | $ / shares | $ 2 |
Options Outstanding (Shares) | 285,000 |
Options Exercisable (Shares) | 285,000 |
Options, Expiration Date | Jun. 30, 2022 |
Stock Option Ten [Member] | |
Options Exercise Price | $ / shares | $ 2 |
Options Outstanding (Shares) | 25,000 |
Options Exercisable (Shares) | 25,000 |
Options, Expiration Date | Jul. 26, 2022 |
Stock Option Eleven [Member] | |
Options Exercise Price | $ / shares | $ 3.9000 |
Options Outstanding (Shares) | 395,000 |
Options Exercisable (Shares) | 395,000 |
Options, Expiration Date | Jan. 17, 2022 |
Stock Option Twelve[Member] | |
Options Exercise Price | $ / shares | $ 4.5000 |
Options Outstanding (Shares) | 7,222 |
Options Exercisable (Shares) | 7,222 |
Options, Expiration Date | Sep. 2, 2021 |
Stock Option Thirteen [Member] | |
Options Exercise Price | $ / shares | $ 5.7500 |
Options Outstanding (Shares) | 2,608 |
Options Exercisable (Shares) | 2,608 |
Options, Expiration Date | Sep. 12, 2021 |
Stock Option Fourteen [Member] | |
Options Exercise Price | $ / shares | $ 6.4025 |
Options Outstanding (Shares) | 129,231 |
Options Exercisable (Shares) | 129,231 |
Options, Expiration Date | Aug. 18, 2022 |
Stock Option Fifteen [Member] | |
Options Exercise Price | $ / shares | $ 6.4025 |
Options Outstanding (Shares) | 261,789 |
Options Exercisable (Shares) | 261,789 |
Options, Expiration Date | Aug. 18, 2025 |
Stock Option Sixteen [Member] | |
Options Exercise Price | $ / shares | $ 6.8250 |
Options Outstanding (Shares) | 8,791 |
Options Exercisable (Shares) | 8,791 |
Options, Expiration Date | Dec. 11, 2020 |
Stock Option Seventeen [Member] | |
Options Exercise Price | $ / shares | $ 7.3775 |
Options Outstanding (Shares) | 523,077 |
Options Exercisable (Shares) | 523,077 |
Options, Expiration Date | Mar. 31, 2021 |
Stock Option Eighteen [Member] | |
Options Exercise Price | $ / shares | $ 8.1250 |
Options Outstanding (Shares) | 169,231 |
Options Exercisable (Shares) | 169,231 |
Options, Expiration Date | Jun. 30, 2022 |
Stock Option Nineteen [Member] | |
Options Exercise Price | $ / shares | $ 13.9750 |
Options Outstanding (Shares) | 3,385 |
Options Exercisable (Shares) | 3,385 |
Options, Expiration Date | Mar. 14, 2024 |
Stock Option Twenty [Member] | |
Options Exercise Price | $ / shares | $ 15.9250 |
Options Outstanding (Shares) | 2,462 |
Options Exercisable (Shares) | 2,462 |
Options, Expiration Date | Feb. 28, 2024 |
Stock Option Twenty One [Member] | |
Options Exercise Price | $ / shares | $ 19.5000 |
Options Outstanding (Shares) | 9,487 |
Options Exercisable (Shares) | 9,487 |
Options, Expiration Date | Jul. 17, 2022 |
Stock Option Twenty Two [Member] | |
Options Exercise Price | $ / shares | $ 19.5000 |
Options Outstanding (Shares) | 6,410 |
Options Exercisable (Shares) | 6,410 |
Options, Expiration Date | Aug. 10, 2022 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Series H Preferred Stock [Member] - USD ($) | Sep. 30, 2020 | Jul. 13, 2020 | Mar. 21, 2020 |
Dr. Lippa and Jeff E. Margolis [Member] | |||
Accrued compensation and benefits received | $ 1,656,000 | $ 1,656,000 | $ 1,656,000 |
Timothy Jones [Member] | |||
Accrued compensation and benefits received | $ 28,218 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 28, 2020 | Oct. 14, 2020 | Sep. 30, 2020 | Sep. 15, 2020 | Sep. 04, 2020 | Jul. 31, 2020 | Jul. 13, 2020 | May 06, 2020 | Feb. 21, 2020 | Jan. 18, 2017 | Jul. 21, 2016 | Aug. 18, 2015 | Oct. 15, 2014 | Jun. 25, 2012 | Jul. 31, 2020 | Jan. 27, 2020 | Mar. 31, 2011 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | May 05, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2021 | Mar. 31, 2021 | Nov. 13, 2020 | Oct. 31, 2020 | Jul. 28, 2020 | Dec. 31, 2019 |
Payment of past due invoice | $ 103,890 | |||||||||||||||||||||||||||||
Late fee | 3,631 | |||||||||||||||||||||||||||||
Value of seeking amount | $ 100,259 | $ 146,082 | ||||||||||||||||||||||||||||
Percentage of outstanding unpaid invoices | 1.50% | |||||||||||||||||||||||||||||
Attorneys' fees and costs | $ 47,937 | |||||||||||||||||||||||||||||
Accrued interest percentage | 4.50% | 4.50% | 4.50% | 4.50% | 4.50% | 4.50% | ||||||||||||||||||||||||
Accrued interest | $ 22,186 | $ 22,186 | $ 22,186 | $ 22,186 | $ 22,186 | |||||||||||||||||||||||||
Due and payable investment banking services | $ 225,000 | |||||||||||||||||||||||||||||
Common stock, shares issued | 577,842,003 | 577,842,003 | 577,842,003 | 577,842,003 | 577,842,003 | 4,175,072 | ||||||||||||||||||||||||
Cash compensation expense | $ 337,500 | |||||||||||||||||||||||||||||
Option grant to purchase | 67,500,000 | |||||||||||||||||||||||||||||
Exercise price of option | $ 0.0070 | |||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 25, 2013 | |||||||||||||||||||||||||||||
Number of shares of common stock for conversion of convertible notes | 145,198,671 | |||||||||||||||||||||||||||||
Series H 2% Voting Non-Participating Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Number of shares of common stock for conversion of convertible notes | 253,774,260 | |||||||||||||||||||||||||||||
Warrants to purchase | 253,744,260 | 253,744,260 | 253,744,260 | 253,744,260 | 253,744,260 | |||||||||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||||||||||
Bonus guaranteed | $ 200,000 | |||||||||||||||||||||||||||||
March 31st and September 30th [Member] | ||||||||||||||||||||||||||||||
Bonus guaranteed | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | |||||||||||||||||||||||||
Five Fiscal Year [Member] | ||||||||||||||||||||||||||||||
Principal cash obligations and commitments | $ 3,230,470 | $ 3,230,470 | $ 3,230,470 | $ 3,230,470 | $ 3,230,470 | |||||||||||||||||||||||||
Investors [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Number of shares of common stock for conversion of convertible notes | 21,196,794 | |||||||||||||||||||||||||||||
Warrants to purchase | 21,196,794 | 21,196,794 | 21,196,794 | 21,196,794 | 21,196,794 | |||||||||||||||||||||||||
Mr. Jones [Member] | ||||||||||||||||||||||||||||||
Monthly cash fee | $ 1,200 | |||||||||||||||||||||||||||||
Increase in working capital | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | |||||||||||||||||||||||||
Option grant to purchase | 16,000,000 | 1,000,000 | ||||||||||||||||||||||||||||
Exercise price of option | $ .0072 | |||||||||||||||||||||||||||||
Vesting percentage | 25.00% | |||||||||||||||||||||||||||||
Health plan for employees expense | $ 1,000 | |||||||||||||||||||||||||||||
Tax equalized | 12,000 | |||||||||||||||||||||||||||||
Debt instrument maturity date | Jul. 31, 2025 | |||||||||||||||||||||||||||||
Common stock, description | In addition, on July 31, 2020, the Board of Directors granted Mr. Jones a discretionary bonus that was a grant of an option to purchase 16,000,000 shares of common stock expiring on July 31, 2025 at an exercise price equal to the closing price of the Company's common stock on July 31, 2020 of $0.0072, 25% of which vested immediately, 25% of which vested on September 30, 2020, and 25% of which will vest on each of December 31, 2020 and March 31, 2021. Upon commencement of Mr. Jones' employment agreement on May 6, 2020, Mr. Jones was no longer eligible to receive fees for his participation as a member of the Board of Directors. From January 1, 2020 to January 27, 2020, while Mr. Jones was an advisor to the Board of Directors, the Company accrued $3,484 for Mr. Jones' advisory fees. From January 28, 2020 to May 5, 2020, the Company accrued $16,734 of fees for Mr. Jones' participation as a member of the Board of Directors and $0 thereafter. From May 6, 2020 to September 30, 2020, the Company accrued $122,941 for Mr. Jones' compensation and related benefits. These amounts are included in accounts payable and accrued expenses and in accrued compensation in the Company's Condensed Consolidated Balance Sheet as of September 30, 2020. | |||||||||||||||||||||||||||||
Accrued fees | $ 0 | $ 3,484 | $ 16,734 | |||||||||||||||||||||||||||
Accrued compensation and benefits | $ 28,218 | $ 28,218 | $ 28,218 | $ 28,218 | $ 28,218 | |||||||||||||||||||||||||
Number of shares of common stock for conversion of convertible notes | 4,409,063 | |||||||||||||||||||||||||||||
Warrants to purchase | 4,409,063 | 4,409,063 | 4,409,063 | 4,409,063 | 4,409,063 | |||||||||||||||||||||||||
Mr. Jones [Member] | Series H 2% Voting Non-Participating Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Accrued compensation and benefits, shares | 28,218 | |||||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||||
Accrued fees | $ 122,941 | |||||||||||||||||||||||||||||
Dr. Lippa [Member] | ||||||||||||||||||||||||||||||
Health plan for employees expense | 1,200 | |||||||||||||||||||||||||||||
Maximum health coverage amount per month | $ 1,000 | |||||||||||||||||||||||||||||
Dr. Arnold S.Lippa [Member] | ||||||||||||||||||||||||||||||
Cash compensation expense | $ 84,900 | $ 84,900 | $ 254,700 | 254,700 | ||||||||||||||||||||||||||
Accrued compensation and benefits | $ 100,000 | $ 600,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||
Accrued compensation and benefits, shares | 600 | |||||||||||||||||||||||||||||
Number of shares of common stock for conversion of convertible notes | 109,786,458 | |||||||||||||||||||||||||||||
Warrants to purchase | 109,786,458 | 109,786,458 | 109,786,458 | 109,786,458 | 109,786,458 | |||||||||||||||||||||||||
Dr. Arnold S.Lippa [Member] | Series H 2% Voting Non-Participating Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Accrued compensation and benefits, shares | 100 | |||||||||||||||||||||||||||||
Dividends in kind | 2.6333333 | |||||||||||||||||||||||||||||
Dr. Arnold S.Lippa [Member] | After Forgiveness [Member] | ||||||||||||||||||||||||||||||
Accrued compensation and benefits | $ 165,800 | $ 165,800 | $ 165,800 | $ 165,800 | $ 165,800 | |||||||||||||||||||||||||
Mr Margolis [Member] | ||||||||||||||||||||||||||||||
Monthly cash fee | 1,000 | |||||||||||||||||||||||||||||
Base salary | $ 300,000 | |||||||||||||||||||||||||||||
Health plan for employees expense | 1,200 | |||||||||||||||||||||||||||||
Maximum health coverage amount per month | $ 1,000 | |||||||||||||||||||||||||||||
Accrued compensation and benefits | $ 150,000 | $ 500,000 | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||||||||||
Accrued compensation and benefits, shares | 500 | |||||||||||||||||||||||||||||
Number of shares of common stock for conversion of convertible notes | 101,905,382 | |||||||||||||||||||||||||||||
Warrants to purchase | 101,905,382 | 101,905,382 | 101,905,382 | 101,905,382 | 101,905,382 | |||||||||||||||||||||||||
Mr Margolis [Member] | Series H 2% Voting Non-Participating Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Accrued compensation and benefits, shares | 150 | |||||||||||||||||||||||||||||
Dividends in kind | 2.1944444 | |||||||||||||||||||||||||||||
Mr Margolis [Member] | After Forgiveness [Member] | ||||||||||||||||||||||||||||||
Accrued compensation and benefits | $ 161,800 | $ 161,800 | $ 161,800 | $ 161,800 | $ 161,800 | |||||||||||||||||||||||||
Dr. Lippa and Mr. Margolis [Member] | ||||||||||||||||||||||||||||||
Net proceeds from offering cost | 2,000,000 | |||||||||||||||||||||||||||||
Investor [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Settlement amount | $ 65,906 | |||||||||||||||||||||||||||||
Number of shares of common stock for conversion of convertible notes | 16,476,563 | |||||||||||||||||||||||||||||
Warrants to purchase | 16,476,563 | 16,476,563 | 16,476,563 | 16,476,563 | 16,476,563 | |||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Bonus guaranteed | $ 200,000 | |||||||||||||||||||||||||||||
Bonus accrued and payable | $ 200,000 | |||||||||||||||||||||||||||||
White Lion Capital, LLC [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Common stock, shares issued | 29,000,000 | 18,000,000 | ||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 68,256 | |||||||||||||||||||||||||||||
Escrow deposit | 195,750 | $ 108,000 | ||||||||||||||||||||||||||||
Net proceeds from issuance of common stock | 62,186 | |||||||||||||||||||||||||||||
Upfront escrow fees | 4,000 | |||||||||||||||||||||||||||||
Transaction fees | $ 2,070 | |||||||||||||||||||||||||||||
White Lion Capital, LLC [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Common stock, shares issued | 115,000,000 | |||||||||||||||||||||||||||||
Bausch Health Companies Inc [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Acquisition of potential future payment | $ 15,150,000 | |||||||||||||||||||||||||||||
Receive additional payments net sales | $ 15,000,000 | |||||||||||||||||||||||||||||
Equity Purchase Agreement [Member] | Investors [Member] | ||||||||||||||||||||||||||||||
Investments | $ 2,000,000 | |||||||||||||||||||||||||||||
Purchase price percentage | 85.00% | |||||||||||||||||||||||||||||
Debt face amount | $ 25,000 | |||||||||||||||||||||||||||||
Equity Purchase Agreement [Member] | White Lion Capital, LLC [Member] | ||||||||||||||||||||||||||||||
Investments | $ 2,000,000 | |||||||||||||||||||||||||||||
Purchase price percentage | 85.00% | |||||||||||||||||||||||||||||
White Lion Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Debt face amount | $ 40,000 | $ 40,000 | $ 40,000 | $ 40,000 | $ 40,000 | $ 25,000 | ||||||||||||||||||||||||
White Lion Equity Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 2,000,000 | |||||||||||||||||||||||||||||
Consulting Agreement [Member] | Mr.Dickason [Member] | ||||||||||||||||||||||||||||||
Rate per hour | $ 250 | |||||||||||||||||||||||||||||
Option grant to purchase | 2,000,000 | |||||||||||||||||||||||||||||
Exercise price of option | $ .0054 | |||||||||||||||||||||||||||||
Vesting percentage | 25.00% | |||||||||||||||||||||||||||||
Consulting Agreement [Member] | DNA Healthlink, Inc [Member] | Richard Purcell [Member] | ||||||||||||||||||||||||||||||
Monthly cash fee | $ 12,500 | |||||||||||||||||||||||||||||
Cash compensation expense | 37,500 | 112,500 | ||||||||||||||||||||||||||||
Employment Agreements [Member] | Mr. Jones [Member] | 2,500,000 Funds To Be Raised [Member] | ||||||||||||||||||||||||||||||
Base salary | $ 300,000 | |||||||||||||||||||||||||||||
Employment Agreements [Member] | Mr. Jones [Member] | 10,000,000 Funds To Be Raised [Member] | ||||||||||||||||||||||||||||||
Base salary | $ 375,000 | |||||||||||||||||||||||||||||
Employment Agreements [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Increase in working capital | $ 10,000,000 | |||||||||||||||||||||||||||||
Recurring Cash Compensation Accrued Pursuant Amended Agreement [Member] | ||||||||||||||||||||||||||||||
Cash compensation expense | $ 80,400 | $ 80,400 | $ 241,200 | $ 241,200 | ||||||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | ||||||||||||||||||||||||||||||
Percentage of royalty on net sale | 4.00% | |||||||||||||||||||||||||||||
Percentage of payment on sub licensee revenue | 12.50% | |||||||||||||||||||||||||||||
Minimum annual royalty payment amount | $ 100,000 | |||||||||||||||||||||||||||||
Royalty due date | Jun. 30, 2020 | |||||||||||||||||||||||||||||
Minimum annual royalty increase | $ 150,000 | |||||||||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After Dosing of First Patient Phase Three Human Clinical Trial [Member] | ||||||||||||||||||||||||||||||
Payment for sale of product | 350,000 | |||||||||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Due Within Five Days After First New Drug Application Filing [Member] | ||||||||||||||||||||||||||||||
Payment for sale of product | 500,000 | |||||||||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Due Within Twelve Months of First Commercial Sale Member [Member] | ||||||||||||||||||||||||||||||
Payment for sale of product | 1,000,000 | |||||||||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Maximum [Member] | First Sale of Product [Member] | ||||||||||||||||||||||||||||||
Minimum annual royalty payment amount | 200,000 | |||||||||||||||||||||||||||||
Charge to operations with royalty obligation | 25,000 | |||||||||||||||||||||||||||||
University of Illinois 2014 Exclusive License Agreement [Member] | Maximum [Member] | First Commercial Sale of Product [Member] | ||||||||||||||||||||||||||||||
Minimum annual royalty payment amount | 250,000 | |||||||||||||||||||||||||||||
Charge to operations with royalty obligation | 25,000 | |||||||||||||||||||||||||||||
Exchange Agreements [Member] | Two Investors [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Settlement amount | $ 135,659 | |||||||||||||||||||||||||||||
Common stock, shares issued | 135.65498 | 135.65498 | 135.65498 | 135.65498 | 135.65498 | |||||||||||||||||||||||||
Other Exchange Agreements [Member] | Investor [Member] | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Settlement amount | $ 105,450 | |||||||||||||||||||||||||||||
Common stock, shares issued | 105.45 | 105.45 | 105.45 | 105.45 | 105.45 | |||||||||||||||||||||||||
Sharp Clinical Services, Inc. [Member] | ||||||||||||||||||||||||||||||
Settlement amount | $ 104,217 | |||||||||||||||||||||||||||||
Liability | $ 103,859 | $ 103,859 | $ 103,859 | $ 103,859 | $ 103,859 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Principal Cash Obligations and Commitments (Details) | Sep. 30, 2020USD ($) | |
2020 | $ 475,200 | |
2021 | 1,215,692 | |
2022 | 754,693 | |
2023 | 684,885 | |
2024 | 100,000 | |
Total | 3,230,470 | |
License Agreements [Member] | ||
2020 | 25,000 | |
2021 | 115,092 | |
2022 | 115,093 | |
2023 | 130,185 | |
2024 | 100,000 | |
Total | 485,370 | |
Employment Agreements [Member] | ||
2020 | 450,200 | [1] |
2021 | 1,100,600 | |
2022 | 639,600 | |
2023 | 554,700 | |
2024 | ||
Total | $ 2,745,100 | [1] |
[1] | The payment of amounts related to Dr. Lippa and Mr. Margolis have been deferred indefinitely, as described above at "Employment Agreements." The payment amounts to Mr. Jones have been deferred pending the Company achieving certain financing thresholds as described above at "Employment Agreements." The 2020 amounts include three-months of employment agreement obligations for Dr. Lippa, Mr. Jones and Mr. Margolis as their employment contracts renewed on September 30, 2020 and the 2020 obligations include the three months of obligations through December 30, 2020. In the case of Mr. Jones, the obligations extend through the first renewal date of his employment contract which is September 30, 2023. Also, in the case of Mr. Jones, guaranteed bonus obligations are included in the periods in which such amounts are due. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Nov. 24, 2020shares | Oct. 28, 2020USD ($)shares | Oct. 26, 2020USD ($)shares | Oct. 26, 2020USD ($)shares | Oct. 23, 2020USD ($)shares | Oct. 22, 2020USD ($)shares | Oct. 14, 2020USD ($)shares | Sep. 30, 2020USD ($)shares | Nov. 23, 2020shares | Nov. 13, 2020USD ($)shares | Mar. 21, 2020shares | Dec. 31, 2019shares |
Common stock, shares issued | 577,842,003 | 4,175,072 | ||||||||||
Accrued and unpaid interest | $ | $ 22,186 | |||||||||||
Number of shares of common stock for conversion of convertible notes | 145,198,671 | |||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | ||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||
Maximum [Member] | ||||||||||||
Common stock, shares authorized | 1,000,000,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Reverse stock split description | Ten for one (10:1) reverse stock split of all issued and outstanding shares of Common Stock | |||||||||||
Reverse stock split conversion ratio | .10 | |||||||||||
Authorized shares | 2,005,000,000 | 1,005,000,000 | ||||||||||
Common stock, shares authorized | 2,000,000,000 | 1,000,000,000 | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||
Subsequent Event [Member] | White Lion Equity Purchase Agreement [Member] | ||||||||||||
Proceeds from issuance of common stock | $ | $ 2,000,000 | |||||||||||
Subsequent Event [Member] | White Lion Capital, LLC [Member] | ||||||||||||
Proceeds from issuance of common stock | $ | $ 68,256 | |||||||||||
Common stock, shares issued | 29,000,000 | 18,000,000 | ||||||||||
Escrow deposit | $ | $ 195,750 | $ 108,000 | ||||||||||
Net proceeds from issuance of common stock | $ | 62,186 | |||||||||||
Upfront escrow fees | $ | 4,000 | |||||||||||
Transaction fees | $ | $ 2,070 | |||||||||||
Subsequent Event [Member] | White Lion Capital, LLC [Member] | Maximum [Member] | ||||||||||||
Common stock, shares issued | 115,000,000 | |||||||||||
Subsequent Event [Member] | Power Up Lending Group LLC [Member] | April 2020 Note [Member] | ||||||||||||
Convertible note | $ | $ 53,000 | $ 53,000 | $ 53,000 | $ 53,000 | ||||||||
Accrued and unpaid interest | $ | $ 3,180 | 3,180 | 3,180 | 3,180 | ||||||||
Amount of debt converted | $ | $ 56,180 | $ 56,180 | $ 56,180 | |||||||||
Number of shares of common stock for conversion of convertible notes | 28,804,407 | 28,804,407 | 28,804,407 | 28,804,407 |