Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 19, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | MATEON THERAPEUTICS INC | |
Entity Central Index Key | 0000908259 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's 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 Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 82,450,664 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 84,272 | $ 2,498 |
Prepaid expenses | 104,966 | |
Total current assets | 189,238 | 2,498 |
Long-term investment | 1,769,300 | 1,769,300 |
Intangibles, net of amortization of $59,926 and $34,189 | 950,254 | 975,991 |
Goodwill | 4,751,055 | |
Total assets | 7,659,847 | 2,747,789 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,414,711 | |
Accounts payable to related party | 400,713 | 283,030 |
Convertible debt, net of costs of $572,075 and $0 | 227,925 | |
Total current liabilities | 2,043,349 | 283,030 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Convertible Preferred stock, $0.01 par value, 15,000,000 shares authorized; 193,713 and 0 shares issued and outstanding | 1,937 | |
Common stock, $.01 par value; 150,000,000 shares authorized; 83,469,967 and 6,843,802 issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 834,700 | 68,438 |
Additional paid-in capital | 12,434,430 | 7,886,598 |
Accumulated deficit | (7,654,569) | (5,490,277) |
Total stockholders' equity | 5,616,498 | 2,464,759 |
Total liabilities and stockholders' equity | $ 7,659,847 | $ 2,747,789 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Amortization of intangible assets | $ 59,926 | $ 34,189 |
Amortization cost of convertible debt | $ 572,075 | $ 0 |
Convertible Preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Convertible Preferred stock, shares issued | 193,713 | 0 |
Convertible Preferred stock, shares outstanding | 193,713 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 83,469,967 | 6,843,802 |
Common stock, shares outstanding | 83,469,967 | 6,843,802 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating expenses: | ||||
Research and development | $ 363,774 | $ 100,045 | $ 765,261 | $ 231,386 |
General and administrative | 797,231 | 53,263 | 1,371,807 | 112,716 |
Total operating expenses | 1,161,005 | 153,308 | 2,137,068 | 344,102 |
Loss from operations | (1,161,005) | (153,308) | (2,137,068) | (344,102) |
Interest income | 123 | 123 | ||
Interest expense | (28,228) | (28,228) | ||
Net Loss | $ (1,189,110) | $ (153,308) | $ (2,165,173) | $ (344,102) |
Basic and diluted net loss per share attributable to common stock | $ (0.02) | $ (0.03) | $ (0.06) | $ (0.06) |
Basic and diluted weighted average common stock outstanding | 65,384,431 | 6,051,953 | 36,114,117 | 6,022,794 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 59,487 | $ 4,233,576 | $ (4,776,658) | $ (483,595) | |
Balance, shares at Dec. 31, 2017 | 5,948,710 | ||||
Common shares issued for cash | $ 500 | 199,500 | 200,000 | ||
Common shares issued for cash, shares | 50,000 | ||||
Common shares issued in lieu of cash for services | $ 403 | 160,759 | 161,162 | ||
Common shares issued in lieu of cash for services, shares | 40,290 | ||||
Net loss | (190,794) | (190,794) | |||
Balance at Mar. 31, 2018 | $ 60,390 | 4,593,835 | (4,967,452) | (313,227) | |
Balance, shares at Mar. 31, 2018 | 6,039,000 | ||||
Balance at Dec. 31, 2017 | $ 59,487 | 4,233,576 | (4,776,658) | (483,595) | |
Balance, shares at Dec. 31, 2017 | 5,948,710 | ||||
Recapitalization under reverse merger | |||||
Net loss | (344,102) | ||||
Balance at Jun. 30, 2018 | $ 60,726 | 4,728,026 | (5,120,760) | (332,008) | |
Balance, shares at Jun. 30, 2018 | 6,072,632 | ||||
Balance at Mar. 31, 2018 | $ 60,390 | 4,593,835 | (4,967,452) | (313,227) | |
Balance, shares at Mar. 31, 2018 | 6,039,000 | ||||
Common shares issued in lieu of cash for services | $ 336 | 134,191 | 134,527 | ||
Common shares issued in lieu of cash for services, shares | 33,632 | ||||
Net loss | (153,308) | (153,308) | |||
Balance at Jun. 30, 2018 | $ 60,726 | 4,728,026 | (5,120,760) | (332,008) | |
Balance, shares at Jun. 30, 2018 | 6,072,632 | ||||
Balance at Dec. 31, 2018 | $ 68,438 | 7,886,598 | (5,490,277) | 2,464,759 | |
Balance, shares at Dec. 31, 2018 | 6,843,802 | ||||
Common shares issued for cash | $ 208 | 82,792 | 83,000 | ||
Common shares issued for cash, shares | 20,750 | ||||
Common shares issued in lieu of cash for services | $ 918 | 417,218 | 418,136 | ||
Common shares issued in lieu of cash for services, shares | 91,844 | ||||
Stock-based compensation | 268,259 | 268,259 | |||
Common shares issued for settlement of accounts payable to related party | $ 808 | 237,282 | 238,090 | ||
Common shares issued for settlement of accounts payable to related party, shares | 80,772 | ||||
Net loss | (976,063) | (976,063) | |||
Balance at Mar. 31, 2019 | $ 70,372 | 8,892,149 | (6,466,340) | 2,496,181 | |
Balance, shares at Mar. 31, 2019 | 7,037,168 | ||||
Balance at Dec. 31, 2018 | $ 68,438 | 7,886,598 | (5,490,277) | 2,464,759 | |
Balance, shares at Dec. 31, 2018 | 6,843,802 | ||||
Recapitalization under reverse merger | 3,727,752 | ||||
Net loss | (2,165,173) | ||||
Balance at Jun. 30, 2019 | $ 1,937 | $ 834,700 | 12,434,430 | (7,654,569) | 5,616,498 |
Balance, shares at Jun. 30, 2019 | 193,713 | 83,469,967 | |||
Balance at Mar. 31, 2019 | $ 70,372 | 8,892,149 | (6,466,340) | 2,496,181 | |
Balance, shares at Mar. 31, 2019 | 7,037,168 | ||||
Stock-based compensation | 72,415 | 72,415 | |||
Recapitalization under reverse merger | $ 1,937 | $ 752,328 | 2,972,606 | 881 | 3,727,752 |
Recapitalization under reverse merger, shares | 193,713 | 75,232,799 | |||
Beneficial Conversion Feature on convertible debt and restricted common shares | $ 10,500 | 498,640 | 509,140 | ||
Beneficial Conversion Feature on convertible debt and restricted common shares, shares | 1,050,000 | ||||
Common shares issued in conversion of warrants | $ 1,500 | (1,380) | 120 | ||
Common shares issued in conversion of warrants, shares | 150,000 | ||||
Net loss | (1,189,110) | (1,189,110) | |||
Balance at Jun. 30, 2019 | $ 1,937 | $ 834,700 | $ 12,434,430 | $ (7,654,569) | $ 5,616,498 |
Balance, shares at Jun. 30, 2019 | 193,713 | 83,469,967 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (2,165,173) | $ (344,102) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount and deferred finance costs | 28,065 | |
Amortization of intangible assets | 25,737 | 8,561 |
Stock-based compensation | 340,674 | |
Issuance of common stock in lieu of cash for services | 418,136 | 295,689 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (14,967) | 26,344 |
Accounts payable and accrued expenses | 118,566 | |
Accounts payable to related party | 355,733 | (187,382) |
Net cash used in operating activities | (893,229) | (9,901) |
Cash flows from investing activities: | ||
Cash acquired in merger | 182,883 | |
Net cash provided by investing activities | 182,883 | |
Cash flows from financing activities: | ||
Proceeds from sales of common stock | 83,120 | 200,000 |
Net proceeds from convertible debt | 709,000 | |
Net proceeds provided by financing activities | 792,120 | 200,000 |
Net increase (decrease) in cash | 81,774 | (890) |
Cash - beginning of period | 2,498 | 3,478 |
Cash - end of period | 84,272 | 2,588 |
Supplemental cash flow information: | ||
Cash paid for: Interest paid | ||
Cash paid for: Income taxes paid | ||
Non cash investing and financing activities: | ||
Recapitalization under reverse merger | 3,727,752 | |
Issuance of common stock for settlement of accounts payable to related party | 238,090 | |
Beneficial Conversion Feature on convertible debt and restricted common shares | 509,140 | |
Capitalization of prepaid expenses related to product acquisition | $ 190,989 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Mateon Therapeutics, Inc. (f/k/a OXiGENE, Inc.) (the “Parent”, “Mateon”), was formed in the State of New York in 1988, was reincorporated in the State of Delaware in 1992 and changed its name to Mateon Therapeutics, Inc. in 2016. Mateon conducts business activities through both the parent and its wholly-owned subsidiary Oncotelic, Inc. (“Oncotelic”), a Delaware corporation (collectively, the “Company”). Mateon is currently evaluating the further developing its product candidates OXi4503 as a treatment for acute myeloid leukemia and myelodysplastic syndromes and the other of which is developing CA4P in combination with a checkpoint inhibitor for the treatment of advanced metastatic melanoma. On April 17, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Oncotelic, a clinical-stage biopharmaceutical company developing investigational drugs for the treatment of orphan oncology indications and the Company’s wholly-owned subsidiary Oncotelic Acquisition Corporation (the “Merger Sub”). Upon the terms of and subject to the satisfaction of the conditions described in the Merger Agreement, the Merger Sub would be merged with and into Oncotelic (the “Merger”), with Oncotelic surviving the Merger as a wholly-owned subsidiary of the Company. On April 22, 2019, the Company completed the Merger and Oncotelic became a wholly-owned subsidiary of Mateon. Upon the completion of the Merger each share of Oncotelic common stock outstanding immediately prior to the Merger (excluding any shares of Oncotelic held by stockholders exercising dissenters’ appraisal rights) was converted solely into the right to receive (i) 3.97335267 shares of Mateon common stock, par value $0.01 per share (the “Common Stock”), and (ii) 0.01877292 shares of Mateon’s newly designated Series A Convertible Preferred Stock (the “Preferred Stock”). Following the closing of the Merger, the former Oncotelic security holders own approximately 85% of Mateon’s issued and outstanding Common Stock (including any shares of Common Stock issuable upon conversion of the Preferred Stock), and Mateon’s stockholders prior to the Merger own approximately 15% of Mateon’s issued and outstanding Common Stock (including any shares of Common Stock Issuable upon conversion of the Preferred Stock). The merger was treated as a “reverse merger” for accounting purposes. In accordance with the reporting requirements and commencing with this Quarterly Report, the Company will be reporting historical financial data of Oncotelic, for historic periods ending prior to the Merger. Accordingly, the following management discussion and analysis should be read together with the audited financial statements and notes included in our Current Report on Form 8-K/A filed with the SEC on July 8, 2019. The Company is a cancer immunotherapy company dedicated to the development of first in class self-immunization protocol (SIP®) candidates for difficult to treat cancers. The Company’s proprietary SIP® candidates offer advantages over other immunotherapies because they do not require extraction of the tumor or isolation of the antigens, and they have the potential for broad-spectrum applicability for multiple cancer types. The Company’s proprietary product candidates have shown promising clinical activity in phase 2 trials for the treatment of gliomas and pancreatic cancers. The Company aims to translate its unique insights, which span more than three decades of original work using RNA therapeutics, into the deployment of antisense as an RNA therapeutic for diseases which are caused by TGF-beta overexpression, starting with cancer and expanding to Duchenne Muscular Dystrophy (DMD) and others. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Mateon and its wholly-owned subsidiary, Oncotelic. Intercompany accounts and transactions have been eliminated in consolidation. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been omitted pursuant to such rules and regulations. These financial statements and the information included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the audited financial statements and explanatory notes for the year ended December 31, 2018 as disclosed in our Form 8-KA filed on July 8, 2019. The results of the three and six months June 30, 2019 (unaudited) are not necessarily indicative of the results to be expected for the pending full year ending December 31, 2019. Liquidity and Going Concern The Company’s primary need for liquidity is to fund the working capital needs, capital expenditures and operational expenditure of the business. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred net losses of approximately $7.7 million since inception. Additionally, the Company had negative working capital of $1,854,111 at June 30, 2019, of which approximately $1.1 million is attributable to assumed working capital of Mateon, and $280,532 at December 31, 2018, respectively, and has negative cash flows from operations during the six months ended June 30, 2019. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management expects to incur additional losses in the foreseeable future and recognizes the need to raise capital to remain viable. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The Company’s long term plans include continued development of its current pipeline of products to generate sufficient revenues, through product or technology transfer, to cover its anticipated expenses. Until the Company is able to generate sufficient revenues from its current pipeline it plans on funding its operations through the sale of equity and/or the issuance of debt, combined with or without warrants or other equity instruments. On April 17, 2019, the Company entered into a Securities Purchase Agreement with two institutional investors for a commitment to purchase convertible debentures in the aggregate principal amount of up to $400,000. On April 23, 2019, the Company issued a convertible note in the principal amount of $200,000, including an original issue discount (“OID”) of $20,000 and deferred financing costs of $5,000, receiving net proceeds of $175,000, which were used by the Company for working capital and general corporate purposes. (Note 6) On April 23, 2019, the Company issued a convertible debenture totaling $200,000, including OID of $20,000 and deferred financing costs of $5,000, receiving net proceeds of $175,000, which were used by the Company for working capital and general corporate purposes. (Note 6) On April 17, 2019, the Company entered into a Securities Purchase Agreement with our CEO and an investor (the “Bridge Investor”) for a commitment to purchase convertible debentures in the aggregate amount of up to $400,000. On April 23, 2019, the Company issued a convertible debenture totaling $35,556 to the Bridge Investor, including OID of $3,556, receiving net proceeds of $32,000, which were used by the Company for working capital and general corporate purposes. (Note 6) On April 23, 2019, the Company issued a convertible note totaling $164,444, including OID of $16,444, to our Chief Executive Officer, receiving net proceeds of $148,000, which were used by the Company for working capital and general corporate purposes. (Note 6) On June 12, 2019, the Company received the second traunche under the first Securities Purchase Agreement above. The second traunche totaled $200,000, including $20,000 OID and $1,000 of deferred financing costs, receiving net proceeds of $179,000, which is planned to be used by the Company for working capital and general corporate purposes. (Note 6) On July 22, 2019, the Company entered into a convertible note purchase agreement with a third-party for $200,000. The convertible note bears an interest rate of 8% per annum due on 15 th On August 6, 2019, the Company closed the second traunche of financing with our Bridge Investor, issuing an additional $200,000 face amount convertible debenture, including OID of $20,000 and $5,000 deferred financing costs, receiving net proceeds of $175,000. Following the drawdown of the second traunche from the Bridge Investor, up to $400,000 in face value of Debentures remains available under the Securities Purchase Agreement. Although no assurances can be given as to the Company’s ability to deliver on its revenue plans, or that unforeseen expenses may arise, management believes that the potential equity and debt financing or other potential financing will provide the necessary funding for the Company to continue as a going concern, management cannot guarantee any potential debt or equity financing will be available on favorable terms. As such, management does not believe they have sufficient cash for 12 months from the date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could materially differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the valuation of goodwill and intangible assets for impairment, deferred tax asset and valuation allowance, and fair value of financial instruments. Cash The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2019 and December 31, 2018. Investment in Equity Securities Prior to the Merger Oncotelic received Series E Preferred Shares of Adhera Therapeutics, Inc. in consideration for the issuance of Oncotelic’s common stock under various Securities Purchase Agreements (See Notes 8 and 9). The Company records its investments in equity securities initially at cost in accordance with Accounting Standards Codification (“ASC”) 320, Investments – Debt and Equity Securities (“ASC 320”). The Company subsequently marks the investments to market at each reporting period and, in accordance with ASU 2016-01, Financial Instruments – (Overall), records the unrealized gains or losses in the Statement of Operations. There were no unrealized gains or losses on investments in equity securities for the three and six months ended June 30, 2019. There were no unrealized gains or losses on investments in equity securities for the year ended December 31, 2018. Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. ● Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. ● Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Fair Value Measurement Using Carrying Level 1 Level 2 Level 3 Total Investments in Equity Securities Adhera Therapeutics – Convertible Series E Preferred Shares $ 1,769,300 $ - $ - $ 1,769,300 $ 1,769,300 $ 1,769,300 $ - $ - $ 1,769,300 $ 1,769,300 The Adhera Therapeutics, Inc. (Adhera) Convertible Series E Preferred shares contain “full-ratchet” anti-dilution provisions. If Adhera issues any new common shares or derivative securities convertible into shares of common stock at a price that is lower than the conversion price for the Convertible Series E Preferred Stock (other than certain limited exempt issuances) then the conversion price for the Convertible Series E Preferred Stock will automatically adjust to the lower conversion price , as defined in the agreement with Adhera. The Adhera Convertible Series E Preferred shares are not publicly traded and there are no freely observable inputs from objective sources. Any short term changes in value of Adhera common stock are not indicative of a change in value of Adhera Convertible Series E Preferred shares given the different rights and preferences of such shares. Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share includes the effect of common stock equivalents (stock options and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. The following number of shares have been excluded from diluted loss since such inclusion would be anti-dilutive: Six months ended June 30, 2019 June 30, 2018 Convertible notes 8,000,000 - Stock options 6,477,922 7,319,000 Warrants 22,216,211 24,528,000 Potentially dilutive securities 36,694,133 31,847,000 Three months ended June 30, 2019 June 30, 2018 Convertible notes 8,000,000 - Stock options 6,477,922 545,000 Warrants 22,216,211 2,312,000 Potentially dilutive securities 36,694,133 2,857,000 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the three- and six-months ending June 30, 2019 and 2018, there were no impairment losses recognized for long-lived assets. Intangible Assets The Company records its intangible assets at cost in accordance with ASC 350, Intangibles – Goodwill and Other. The Company reviews the intangible assets for impairment on an annual basis or if events or changes in circumstances indicate it is more likely than not that they are impaired. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least once annually (during the last quarter of the fiscal year), at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20 “Debt – Debt with Conversion and Other Options.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. Research & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense when incurred. Prior Period Reclassifications Certain amounts in prior periods have been reclassified to conform with current period presentation. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 is effective for annual periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of ASU 2017-04 is not expected to have any impact on the Company’s financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments”. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2018. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The adoption of ASU 2016-15 is not expected to have any impact on the Company’s financial statements and related disclosures. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09 became effective for the Company on January 1, 2018. The ASU also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The Company did not have any revenues for the three and six months ended June 30, 2019 and 2018, and may not have revenues in the near future. The adoption of ASC 606 is not likely to have any impact on the Company’s financial statements and related disclosures. On February 25, 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new guidance establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. The new guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2016-02 did not have a material impact on the Company’s financial statements and related disclosures as the Company does not have any leases. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 3 - ACQUISITIONS Merger Agreement with Oncotelic, Inc. Effective April 22, 2019, the Company completed the Merger pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, Oncotelic, Inc. merged with and into Merger Sub. Oncotelic, Inc. was the surviving corporation and, as a result of the Merger, became a wholly owned subsidiary of Mateon. On the effectiveness of the Merger it is reflected that: ● for all bookkeeping and accounting purposes, the closing of the Merger (the “Closing”) was to be deemed to have occurred at 10:00 am local time on April 22, 2019; ● for the purposes of calculating the number of shares of Mateon’s common stock, $0.01 par value per share, to be issued in exchange for common equity units of Oncotelic, Inc. in connection with the Merger, the conversion ratio was to be 3.97335267 for Common Stock and 0.01877292 of newly designated Series A Convertible Preferred Stock; ● 41,419,934 shares of Mateon common stock were issued and outstanding as of the date of the Merger; ● Oncotelic’s outstanding 10,318,746 shares of common stock, consisting of 7,866,335 outstanding shares of common stock, 3,102,411 converted options and 150,000 converted warrants, that were exchanged for an aggregatge of (a) 41,000,033 shares of the Company’s Common Stock and (b) 193,713 shares of the Company’s newly designated Series A Preferred Stock, par value $0.01 per share each of which are initially convertible into 1,000 shares of Common Stock. Included in the shares issued to the former stockholders of Oncotelic are approximately 2.1 million shares of common stock and approximately 10,000 shares of the Preferred Stock which are to be issued subject to the holders’ waiver of dissenter’s rights. ● Holders of the Company’s Common Stock at the close of business on the date prior to the effectiveness of the Merger were issued a Contingent Value Right (“CVR”). Each CVR provides its holder the right to receive 75% of the net proceeds received from the full or partial sale, license, transfer or other disposition of the intellectual property rights and related assets of Mateon’s product candidates OXi4503 and CA4P, in their form and for their contemplated uses at the time of Closing, that occurs under a definitive agreement executed prior to the fourth anniversary of the Merger (after the initial $500,000 of such net proceeds, which will be retained by the Company). The CVRs are not transferable, do not entitle the holder to any equity interest in the Company and do not have any voting or dividend rights. Immediately following the Merger, Mateon had 82,419,967 shares of common stock issued and outstanding and 193,713 shares of preferred stock which converted at a 1:1,000 ratio resulting in an additional 193,712,995 shares of common stock. The pre-Merger stockholders of Mateon retained an aggregate of 41,419,934 shares of common stock of Mateon, representing approximately 15% ownership of the post-Merger company. Therefore, upon consummation of the Merger, there was a change in control of Mateon, with the former owners of Oncotelic effectively acquiring control of Mateon. The Merger has been treated as a recapitalization and reverse acquisition for financial accounting purposes. As such, Oncotelic is considered the acquirer for financial accounting purposes, and the registrant’s historical financial statements of the Company before the Merger has been replaced with the historical financial statements of Oncotelic before the Merger in the financial statements and filings with the Securities and Exchange Commission. The Company obtained a preliminary 3 rd The following table summarizes the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the transaction date: Cash $ 182,883 Prepaid expenses 56,175 Right of use operating asset 33,825 Accounts payable and other current liabilities assumed (1,296,186 ) Net liability acquired (1,023,303 ) Goodwill (a.) 4,751,055 Total purchase price (b.) $ 3,727,752 a. The primary items that generate goodwill include the value of the synergies between the acquired company and Oncotelic, Inc. and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. Goodwill and intangibles is not deductible for tax purposes. The Company has considered the valuation as a preliminary allocation of assets and liabilities and may adjust such estimates in the future, if deemed material. b. The total purchase price of $3,727,752 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock of the combined company that Mateon stockholders ownded as of the closing of the transaction and the fair value of assets and liabilities assumed by Oncotelic. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 4 - INTANGIBLE ASSETS AND GOODWILL Mateon completed a Merger with Oncotelic, Inc. (Note 3), which gave rise to Goodwill of $4,751,055. The Goodwill will be tested on the annual impairment date chosen of December 31. Arrangements with Adhera Therapeutics, Inc. In July 2017, Oncotelic entered into a License Agreement (the “License Agreement”) with Adhera Therapeutics, Inc. (“Adhera”) pursuant to which, among other things, we were provided from Adhera a license to their SMARTICLES platform for the delivery of antisense DNA therapeutics, as well as a license to their conformationally restricted nucleotide (“CRN”) technology with respect to TGF-Beta. Under the terms of the License Agreement, Oncotelic agreed to purchase 49,019 shares of Adhera’s common stock for an aggregate purchase price of $0.25 million ($5.10 per share), with such purchase and sale to be made pursuant to a Stock Purchase Agreement to be entered into between us and Adhera within thirty (30) days following the date of the License Agreement. As of May 2018, we had not completed the purchase of the stock and were not able to reach a definitive agreement, and as part of the Omnibus Settlement Agreement, entered into on October 1, 2018, between Adhera, Vuong Trieu, Ph.D. and affiliated entities, the License Agreement was terminated effective May 15, 2018. Assignment and Assumption Agreement with Autotelic, Inc. In April 2018, we entered into an Assignment and Assumption Agreement (the “Assignment Agreement”) with Autotelic Inc., an affiliate company, and Autotelic LLC, an affiliate company, pursuant to which the Company acquired the rights to all intellectual property (“IP”) related to a patented product. As consideration for the Assignment Agreement, the Company issued 204,798 shares of our common stock for a value of $819,191. The Assignment Agreement also provides that the Company shall be responsible for all costs related to the IP, including development and maintenance, going forward. All previous pass through charges related to this asset from Autotelic Inc. to Autotelic, LLC and then to the Company will be null and void. As a result, Oncotelic wrote-off approximately $458,000 in previously billed charges related to the Oncotelic IP for the year ended December 31, 2018 which was recorded in general and administrative expenses. Dr. Trieu, a related party, is a control person in Autotelic LLC and Autotelic Inc. Intangible Asset Summary The following table summarizes the balances as of June 30, 2019 and December 31, 2018, of the intangible assets acquired, their useful life, and annual amortization: June 30, 2019 Remaining Estimated Intangible asset – Intellectual Property $ 819,191 19.02 Intangible asset – Capitalization of license cost 190,989 19.02 1,010,180 Less Accumulated Amortization (59,926 ) Total $ 950,254 December 31, 2018 Remaining Estimated Intangible asset – Intellectual Property $ 819,191 19.27 Intangible asset – Capitalization of license cost 190,989 19.27 1,010,180 Less Accumulated Amortization (34,189 ) Total $ 975,991 Amortization of identifiable intangible assets for the three and six months ended June 30, 2019 and 2018 was $12,896 and $25,737; and $8,561 and $8,561, respectively. The future yearly amortization expense over the next five years and thereafter are as follows: For the six-month period ended June 30, 2020 $ 51,365 2021 51,365 2022 51,365 2023 51,365 2024 51,365 Thereafter 693,429 $ 950,254 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following amounts: June 30, 2019 December 31, 2018 Accounts payable $ 1,183,893 $ - Accrued expenses 230,818 - $ 1,414,711 $ - June 30, 2019 December 31, 2018 Accounts payable – related party $ 400,713 $ 283,030 |
Convertible Debentures and Note
Convertible Debentures and Notes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Debentures and Notes Payable | NOTE 6 – CONVERTIBLE DEBENTURES AND NOTES PAYABLE As of June 30, 2019, convertible debentures, net of debt discount, consist of the following amounts: June 30, 2019 10% Convertible note payable, due April 23, 2022 for Peak One and TFK 194,456 10% Convertible note payable, due April 23, 2022 for Officer and private investor 31,168 10% Convertible note payable due June 12, 2022 for Peak One 2,301 $ 227,925 The above convertible notes gross $800,000 and included an initial debt discount totaling $600,140. Total amortization expense related to these debt discounts was $28,065 and $28,065 for the three and six months ended June 30, 2019, respectively. No similar expense was recorded in the same periods of 2018. The total unamortized debt discount for the six months ended June 30, 2019, was $572,075. Bridge Financing Peak One Financing On April 17, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Peak One Opportunity Fund, L.P. (the “Buyer”, “Peak One”), for a commitment to purchase convertible notes in the aggregate amount of $400,000, pursuant to which, for an aggregate purchase price of $400,000, the Buyer purchased (a) Traunche #1 in the form of a Convertible Promissory Note in the principal amount of $200,000 (the “Convertible Note”) and (b) 350,000 restricted shares of the Company’s common stock (the “Shares”) (the “Purchase and Sale Transaction”). The Company used the net proceeds from the Purchase and Sale Transaction for working capital and general corporate purposes. The Convertible Note has a principal balance of $200,000 and a stated maturity date of April 23, 2022. Upon issuance of the Convertible Note, a 10% OID of $20,000 and a $5,000 debt issunce cost that was applied to the principal amount of the Convertible Note. Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. Amounts due under the Convertible Note may also be converted into shares (the “Traunche #1 Conversion Shares”) of the Company’s common stock at any time, at the option of the holder, at a conversion price of $0.10 per share (the “Fixed Price”), at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the 180 th The issuance of the Convertible Note resulted in a discount from the beneficial conversion feature totaling $84,570, including $52,285 related to the beneficial conversion feature and a discount from the issuance of restricted stock of 350,000 shares for $32,285. Total amortization of these OID and debt issuance cost discounts totaled $6,798 during each of the three and six months ended June 30, 2019. Total unamortized interest expense on this note was $102,772 as of June 30, 2019. On June 12, 2019, the Company entered into an amendment of the Purchase Agreement (“Amendment #1”) in connection with the draw-down of the second traunche, and to provide for additional borrowing capacity under that agreement. Amendment #1 increased the borrowing amount up to $600,000, adding the ability to borrow an additional $200,000 in a third traunche. On June 12, 2019, the Company drew Convertible Note Traunche #2 (“Traunche #2”) totaling $200,000, including a 10% OID of $20,000 and a $1,000 debt isusance cost, receiving net proceeds of $179,000 against the April 17, 2019, Purchase Agreement with Peak One, with a maturity date of June 12, 2022. Amounts due under Traunche #2 are convertible at the same terms as Traunche #1 above. The issuance of Traunche #2 resulted in a discount from the beneficial conversion feature totaling $180,000, including $132,091 related to the conversion feature and a discount from the issuance of restricted stock of 350,000 shares for $47,909. Total amortization of these OID and debt issuance cost discounts totaled $3,301 during each of the three and six months ended June 30, 2019. Total unamortized interest expense on this note was $197,699 as of June 30, 2019. TFK Financing On April 23, 2019, the Company, entered into a Convertible Note (the “TFK Note”) with TFK Investments, LLC (“TFK”). The TFK Note has a principal balance of $200,00, including a 10% OID of $20,000 and $5,000 in debt issuance costs, receiving net proceeds of $175,000, with a maturity date of April 23, 2022. Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event Amounts due under the Convertible Note may also be converted into shares (the“TFK Conversion Shares”) of the Company’s common stock at any time, at the option of the holder, at a conversion price of $0.10 per share (the “Fixed Price”), at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the 180 th The issuance of the TFK Note resulted in a discount from the beneficial conversion feature totaling $84,570, including $53,285 related to the beneficial conversion feature and a discount from the issuance of restricted stock of 350,000 shares for $32,285. Total amortization of these OID and debt issuance cost discounts totaled $6,798 during each of the three and six months ended June 30, 2019. Total unamortized interest expense on this note was approximately $102,772 as of June 30, 2019. Notes with Officer and private investor On April 23, 2019, the Company entered into a convertible note with our Chief Executive Officer, Vuong Trieu, M.D. (the “Trieu Note”). The Trieu Note has a principal balance of $164,444, including a 10% OID of $16,444, resulting in net proceeds of $148,000, with a maturity date of April 23, 2022. Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event Amounts due under the Convertible Note may also be converted into shares (the“Trieu Conversion Shares”) of the Company’s common stock at any time, at the option of the holder, at a conversion price of $0.10 per share (the “Fixed Price”), at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the 180 th The issuance of the Trieu Note resulted in a discount from the beneficial conversion feature totaling $131,555 related to the conversion feature. Total amortization of the 10% OID discount totaled $9,182 during each of the three and six months ended June 30, 2019. Total unamortized interest expense on this note was $138,817 as of June 30, 2019. On April 17, 2019, the Company entered into a Securities Purchase Agreement (the “Bridge SPA”) with our CEO and the Bridge Investor with a commitment to purchase convertible notes in the aggregate of $400,000. On April 23, 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Traunche #1 (“Traunche #1”) with the Bridge Investor. Traunche #1 has a principal balance of $35,556, an OID of $3,556, resulting in net proceeds of $32,000, with a maturity date of April 23, 2022. Upon the occurrence of certain events of default, the Buyer, amongst other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event Amounts due under Traunche #1 may also be converted into shares (the “Bridge SPA Conversion Shares”) of the Company’s common stock at any time, at the option of the holder, at a conversion price of $0.10 per share (the “Fixed Price”), at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the 180 th The issuance of the note resulted in a discount from the beneficial conversion feature totaling $28,445. Total amortization of the OID and discount totaled $1,985 during each of the three and six months ended June 30, 2019. Total unamortized interest expense on this note was $30,015 as of June 30, 2019. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 - RELATED PARTY TRANSACTIONS Master Service Agreement with Autotelic Inc. In October 2015, Oncotelic entered into a Master Service Agreement (the “MSA”) with Autotelic Inc., a related party that is partly-owned by the Company’s CEO Vuong Trieu, Ph.D. Dr. Trieu, a related party, is a control person in Autotelic Inc. Autotelic Inc. currently owns less than 10% of the Company. The MSA stated that Autotelic Inc. will provide business functions and services to the Company and allowed Autotelic Inc. to charge the Company for these expenses paid on its behalf. The MSA includes personnel costs allocated based on amount of time incurred and other services such as consultant fees, clinical studies, conferences and other operating expenses incurred on behalf of the Company. The MSA requires a 90-day written termination notice in the event either party requires to terminate such services. Expenses related to the MSA were $355,827 and $695,121 for the three and six months ended June 30, 2019 as compared to $130,773 and $301,707 for the three and six months ended June 30, 2019 and 2018, respectively. In January 2019, Oncotelic issued a total of $80,772 shares of common stock with a fair value otf $4.00 per share to Autotelic, Inc. in lieu of cash for the settlement of outstanding accounts payable. Stock Purchase Agreements On December 26, 2018, Oncotelic entered into a Stock Purchase Agreement with the Company’s CEO, Vuong Trieu, Ph.D. (the “Vuong SPA”). In connection with the Vuong SPA Oncotelic issued 189,238 shares of common shares at $4.00 per share. As consideration for the shares Oncotelic received 151.39 Preferred Series E shares of Adhera Therapeutics, Inc. with a value of $756,950. On December 26, 2018, Oncotelic entered into a Stock Purchase Agreement with Autotelic Inc. (the “Autotelic SPA”). In connection with the Autotelic SPA Oncotelic issued 226,988 shares of common shares at $4.00 per share. As consideration for the shares Oncotelic received 181.59 Preferred Series E shares of Adhera Therapeutics, Inc. with a value of $907,950. License Fee with Autotelic In December 2015, the Company paid Autotelic Inc. $395,150 for the right to license the use of Trabedersen (OT-101) for 5 years. On April 13, 2018, the Company purchased the license for OT-101 from Autotelic Inc. for $819,191, which was recorded as an intangible asset, and as a result, expensed the remaining prepaid expense of $191,191. In addition, the Company recorded a charge of approximately $10,000 and $21,000 and $7,000 and $7,000 for the three and six months ended June 30, 2019 and 2018, respectively, as amortization of the intangibles acquired. As such, the Company had approximately $770,000 and $791,000 of unamortized intangibles as of June 30, 2019 and December 31, 2018, respectively. On December 31, 2018, we issued Autotelic Inc. 204,798 shares of the Company’s common stock as consideration for the license. Note Payable – Related Party On April 23, 2019, the Company issued a convertible note to our Chief Executive Officer totaling $164,444, including OID of $16,444, receiving net proceeds of $148,000, which will be used by the Company for working capital and general corporate purposes. (Note 6) |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 8 - STOCKHOLDERS’ EQUITY The following transactions affected the Company’s Stockholders’ Equity: Equity Transactions During the Period Prior to the Merger Issuance of Common Stock On December 26, 2018, Oncotelic issued 26,100 shares of common stock to a third-party investor in connection with a Share Purchase Agreement for 20.88 shares of Preferred Series E Stock of Adhera Therapeutics, Inc. with a value of $104,400. On December 26, 2018, Oncotelic entered into a Stock Purchase Agreement with the Company’s CEO, Vuong Trieu, Ph.D. (the “Vuong SPA”). In connection with the Vuong SPA Oncotelic issued 189,238 shares of common shares at $4.00 per share. As consideration for the shares Oncotelic received 151.39 Preferred Series E shares of Adhera Therapeutics, Inc. with a value of $756,950. On December 26, 2018, Oncotelic entered into a Stock Purchase Agreement with Autotelic Inc. (the “Autotelic SPA”). In connection with the Autotelic SPA Oncotelic issued 226,988 shares of common shares at $4.00 per share. As consideration for the shares Oncotelic received 181.59 Preferred Series E shares of Adhera Therapeutics, Inc. with a value of $907,950. On January 11, 2019, Oncotelic issued 11,250 shares of common stock with a fair value of $4.00 per share to an employee in lieu of cash for compensation. In January 2019, Oncotelic issued a total of 80,772 shares of common stock with a fair value of $4.00 per share to Autotelic, Inc. in lieu of cash for the settlement of outstanding accounts payable and services received during the three months ended March 31, 2019. On January 29, 2019, Oncotelic issued a total of 20,750 shares of common stock with a fair value of $4.00 per share to two separates investors for $83,000 in cash. On March 31, 2019, Oncotelic issued 80,594 shares of common stock with a fair value of $4.00 per share to various employees in lieu of cash for accrued compensation. In April 2019, the Company issued a total of 150,000 shares of common stock to two investors as a result of the conversion of warrants for $120 in cash. Equity Transactions During the Period Since the Merger Issuance of Preferred Stock On April 22, 2019, pursuant to the Merger the Company issued 193,713 shares of Series A Convertible Preferred Stock in exchange for 77,154 shares of Oncotelic Common Stock. (Note 3) Issuance of Common Stock On April 22, 2019, pursuant to the Merger the Company issued 41,000,033 shares of Common Stock in exchange for 10,318,746 shares of Oncotelic Common Stock. (Note 3) On April 23, 2019, the Company issued 700,000 restricted shares of Common Stock with a fair value of $0.11 per share to two noteholders in connection with convertible notes payable. (Note 6) On June 12, 2019, the Company issued 350,000 restricted shares of Common Stock with a fair value of $0.18 per share in connection with a convertible note payable. (Note 6) |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation | NOTE 9 – STOCK-BASED COMPENSATION The Company accounted for its stock-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718, “Compensation – Stock Compensation.” Options Pursuant to the Merger, Mateon’s common stock and corresponding outstanding options survived. The below information details represents Mateon’s associated option activity pre and post merger. As of June 30, 2019, options to purchase common stock were outstanding under three stock option plans – the 2017 Equity Incentive Plan (the “2017 Plan”), the 2015 Equity Incentive Plan (the “2015 Plan”) and the 2005 Stock Plan (the “2005 Plan”). Under the 2017 Plan, up to 2,000,000 shares of the Company’s common stock may be issued pursuant to awards granted in the form of nonqualified stock options, restricted and unrestricted stock awards, and other stock-based awards. Under the 2015 and 2005 Plans, taken together, up to 7,250,000 shares of the Company’s common stock may be issued pursuant to awards granted in the form of incentive stock options, nonqualified stock options, restricted and unrestricted stock awards, and other stock-based awards. Employees, consultants, and directors are eligible for awards granted under the 2017 and 2015 Plans. Since the adoption of the 2015 Plan, no further awards may be granted under the 2005 Plan, although options previously granted remain outstanding in accordance with their terms. Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: Weighted Average Shares Exercise Price Outstanding at December 31, 2018 6,785,617 $ 0.75 Granted/Additions - - Exercised - - Expired or canceled (307,695 ) 0.41 Outstanding at June 30, 2019 6,477,922 $ 0.75 The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at June 30, 2019: Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise prices Options In Years Price Exercisable $ 0.22 2,524,513 8.97 $ 0.22 2,524,513 0.38 1,162,500 7.54 0.375 1,162,500 0.51 364,449 7.94 0.51 364,449 0.58 271,224 7.32 0.58 271,224 0.65 91,564 6.92 0.65 91,564 0.73 1,124,711 6.72 0.73 1,124,711 1.37 150,000 6.05 1.37 150,000 1.43 525,000 5.91 1.43 525,000 2.60 5,280 5.00 2.60 5,280 2.70 20,120 4.00 2.70 20,120 2.79 9,760 4.51 2.79 9,760 2.95 150,000 4.87 2.95 150,000 11.88 2,359 2.50 11.88 2,359 15.00 75,000 5.91 15.00 75,000 19.80 1,442 2.33 19.80 1,442 6,477,922 7.69 $ 0.75 6,477,922 The compensation expense attributed to the issuance of the options is recognized as they are vested. The employee stock option plan stock options are exercisable for ten years from the grant date and vest over various terms from the grant date to three years. The aggregate intrinsic value totaled $0 and was based on the Company’s closing stock price of $0.185 as of June 30, 2019, which would have been received by the option holders had all option holders exercised their options as of that date. All the compensation expense was recorded prior to the close of the Merger, as the vesting of all the options was accelerated due to the effective change in control of the Company, and as such no compensation expense related to the above options was recorded during the three and six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, there was no future compensation cost as all stock options are vested at June 30, 2019. On April 22, 2019 and in conjunction with the close of the Merger, the Company recorded approximately $341,000 in compensation cost as a result of the acceleration of the vesting schedule of approximately 328,000 Oncotelic options. Pursuant to the Merger these options were converted into Common and Series A Preferred Shares in the Company. Warrants Pursuant to the Merger, Mateon’s common stock and corresponding outstanding warrants survived. The below information details represents Mateon’s associated warrant activity pre and post merger. The issuance of warrants to purchase shares of the Company’s common stock including those attributed to debt issuances are summarized as follows: Weighted- Average Shares Exercise Price Outstanding at December 31, 2018 24,380,893 $ 1.05 Granted - - Exercised - - Expired or cancelled (2,164,682 ) 2.72 Outstanding at June 30, 2019 22,216,211 $ 0.88 The following table summarizes information about warrants outstanding and exercisable at June 30, 2019: Outstanding and exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Exercise Price Outstanding in Years Price Exercisable $ 0.20 1,487,500 3.84 $ 0.20 1,487,500 0.40 14,875,000 0.88 0.40 14,875,000 1.71 2,919,710 0.74 1.71 2,919,710 2.13 233,577 0.72 2.13 233,577 2.90 2,700,424 0.16 2.90 2,700,424 22,216,211 0.97 $ 0.88 22,216,211 The expense attributed to the issuances of the warrants was recognized as they vested/earned. These warrants are exercisable for three to five years from the grant date. All are currently exercisable. There were no warrants issued during the three and six months ended June 30, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES Leases The Company had a lease for its corporate headquarters, which expired in June 2019. The lease was for a total of 5,275 square feet of office space located in South San Francisco, California. Rental expense was $35,772 and $35,772 for the three and six months ended June 30, 2019. Currently, the Company is leasing the office located at 29397 Agoura Road, Suite 107, Agoura Hills, CA 91301 on a month to month basis until such time a new office is identified. Legal Claims From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any legal proceedings that it currently believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, operating results, financial condition or cash flows. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS On July 22, 2019, the Company entered into a convertible note purchase agreement with a third-party for $200,000. The convertible note bears an interest rate of 8% per annum due on 15 th On August 6, 2019, the Company closed the second traunche of financing with the Bridge Investor, issuing an additional $200,000 face amount Debenture for gross proceeds of $175,000 after original issue discount. Following, the drawdown of the second traunche from the Bridge Investor, up to $400,000 in face value of Debentures remains available under the Securities Purchase Agreements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could materially differ from those estimates. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements. Significant estimates include the valuation of goodwill and intangible assets for impairment, deferred tax asset and valuation allowance, and fair value of financial instruments. |
Cash | Cash The Company considers investments in highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2019 and December 31, 2018. |
Investment in Equity Securities | Investment in Equity Securities Prior to the Merger Oncotelic received Series E Preferred Shares of Adhera Therapeutics, Inc. in consideration for the issuance of Oncotelic’s common stock under various Securities Purchase Agreements (See Notes 8 and 9). The Company records its investments in equity securities initially at cost in accordance with Accounting Standards Codification (“ASC”) 320, Investments – Debt and Equity Securities (“ASC 320”). The Company subsequently marks the investments to market at each reporting period and, in accordance with ASU 2016-01, Financial Instruments – (Overall), records the unrealized gains or losses in the Statement of Operations. There were no unrealized gains or losses on investments in equity securities for the three and six months ended June 30, 2019. There were no unrealized gains or losses on investments in equity securities for the year ended December 31, 2018. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. The three levels of the fair value hierarchy defined by ASC 820 are as follows: ● Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. ● Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. ● Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Fair Value Measurement Using Carrying Level 1 Level 2 Level 3 Total Investments in Equity Securities Adhera Therapeutics – Convertible Series E Preferred Shares $ 1,769,300 $ - $ - $ 1,769,300 $ 1,769,300 $ 1,769,300 $ - $ - $ 1,769,300 $ 1,769,300 The Adhera Therapeutics, Inc. (Adhera) Convertible Series E Preferred shares contain “full-ratchet” anti-dilution provisions. If Adhera issues any new common shares or derivative securities convertible into shares of common stock at a price that is lower than the conversion price for the Convertible Series E Preferred Stock (other than certain limited exempt issuances) then the conversion price for the Convertible Series E Preferred Stock will automatically adjust to the lower conversion price , as defined in the agreement with Adhera. The Adhera Convertible Series E Preferred shares are not publicly traded and there are no freely observable inputs from objective sources. Any short term changes in value of Adhera common stock are not indicative of a change in value of Adhera Convertible Series E Preferred shares given the different rights and preferences of such shares. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share includes the effect of common stock equivalents (stock options and warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. The following number of shares have been excluded from diluted loss since such inclusion would be anti-dilutive: Six months ended June 30, 2019 June 30, 2018 Convertible notes 8,000,000 - Stock options 6,477,922 7,319,000 Warrants 22,216,211 24,528,000 Potentially dilutive securities 36,694,133 31,847,000 Three months ended June 30, 2019 June 30, 2018 Convertible notes 8,000,000 - Stock options 6,477,922 545,000 Warrants 22,216,211 2,312,000 Potentially dilutive securities 36,694,133 2,857,000 |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the three- and six-months ending June 30, 2019 and 2018, there were no impairment losses recognized for long-lived assets. |
Intangible Assets | Intangible Assets The Company records its intangible assets at cost in accordance with ASC 350, Intangibles – Goodwill and Other. The Company reviews the intangible assets for impairment on an annual basis or if events or changes in circumstances indicate it is more likely than not that they are impaired. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least once annually (during the last quarter of the fiscal year), at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20 “Debt – Debt with Conversion and Other Options.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
Research & Development Costs | Research & Development Costs In accordance with ASC 730-10-25 “Research and Development”, research and development costs are charged to expense when incurred. |
Prior Period Reclassifications | Prior Period Reclassifications Certain amounts in prior periods have been reclassified to conform with current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 is effective for annual periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of ASU 2017-04 is not expected to have any impact on the Company’s financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments”. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2018. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The adoption of ASU 2016-15 is not expected to have any impact on the Company’s financial statements and related disclosures. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for all entities by one year. ASU 2014-09 became effective for the Company on January 1, 2018. The ASU also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The Company did not have any revenues for the three and six months ended June 30, 2019 and 2018, and may not have revenues in the near future. The adoption of ASC 606 is not likely to have any impact on the Company’s financial statements and related disclosures. On February 25, 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new guidance establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. The new guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2016-02 did not have a material impact on the Company’s financial statements and related disclosures as the Company does not have any leases. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Measurements | Fair Value Measurement Using Carrying Level 1 Level 2 Level 3 Total Investments in Equity Securities Adhera Therapeutics – Convertible Series E Preferred Shares $ 1,769,300 $ - $ - $ 1,769,300 $ 1,769,300 $ 1,769,300 $ - $ - $ 1,769,300 $ 1,769,300 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following number of shares have been excluded from diluted loss since such inclusion would be anti-dilutive: Six months ended June 30, 2019 June 30, 2018 Convertible notes 8,000,000 - Stock options 6,477,922 7,319,000 Warrants 22,216,211 24,528,000 Potentially dilutive securities 36,694,133 31,847,000 Three months ended June 30, 2019 June 30, 2018 Convertible notes 8,000,000 - Stock options 6,477,922 545,000 Warrants 22,216,211 2,312,000 Potentially dilutive securities 36,694,133 2,857,000 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the transaction date: Cash $ 182,883 Prepaid expenses 56,175 Right of use operating asset 33,825 Accounts payable and other current liabilities assumed (1,296,186 ) Net liability acquired (1,023,303 ) Goodwill (a.) 4,751,055 Total purchase price (b.) $ 3,727,752 a. The primary items that generate goodwill include the value of the synergies between the acquired company and Oncotelic, Inc. and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. Goodwill and intangibles is not deductible for tax purposes. The Company has considered the valuation as a preliminary allocation of assets and liabilities and may adjust such estimates in the future, if deemed material. b. The total purchase price of $3,727,752 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock of the combined company that Mateon stockholders ownded as of the closing of the transaction and the fair value of assets and liabilities assumed by Oncotelic. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table summarizes the balances as of June 30, 2019 and December 31, 2018, of the intangible assets acquired, their useful life, and annual amortization: June 30, 2019 Remaining Estimated Intangible asset – Intellectual Property $ 819,191 19.02 Intangible asset – Capitalization of license cost 190,989 19.02 1,010,180 Less Accumulated Amortization (59,926 ) Total $ 950,254 December 31, 2018 Remaining Estimated Intangible asset – Intellectual Property $ 819,191 19.27 Intangible asset – Capitalization of license cost 190,989 19.27 1,010,180 Less Accumulated Amortization (34,189 ) Total $ 975,991 |
Schedule of Amortization of Expense for Intangible Assets | The future yearly amortization expense over the next five years and thereafter are as follows: For the six-month period ended June 30, 2020 $ 51,365 2021 51,365 2022 51,365 2023 51,365 2024 51,365 Thereafter 693,429 $ 950,254 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following amounts: June 30, 2019 December 31, 2018 Accounts payable $ 1,183,893 $ - Accrued expenses 230,818 - $ 1,414,711 $ - June 30, 2019 December 31, 2018 Accounts payable – related party $ 400,713 $ 283,030 |
Convertible Debentures and No_2
Convertible Debentures and Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debentures | As of June 30, 2019, convertible debentures, net of debt discount, consist of the following amounts: June 30, 2019 10% Convertible note payable, due April 23, 2022 for Peak One and TFK 194,456 10% Convertible note payable, due April 23, 2022 for Officer and private investor 31,168 10% Convertible note payable due June 12, 2022 for Peak One 2,301 $ 227,925 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Compensation Related Costs [Abstract] | |
Schedule of Compensation Based Stock Option Activity | Compensation based stock option activity for qualified and unqualified stock options are summarized as follows: Weighted Average Shares Exercise Price Outstanding at December 31, 2018 6,785,617 $ 0.75 Granted/Additions - - Exercised - - Expired or canceled (307,695 ) 0.41 Outstanding at June 30, 2019 6,477,922 $ 0.75 |
Schedule of Options to Purchase Shares of Common Stock Outstanding and Exercisable | The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at June 30, 2019: Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise prices Options In Years Price Exercisable $ 0.22 2,524,513 8.97 $ 0.22 2,524,513 0.38 1,162,500 7.54 0.375 1,162,500 0.51 364,449 7.94 0.51 364,449 0.58 271,224 7.32 0.58 271,224 0.65 91,564 6.92 0.65 91,564 0.73 1,124,711 6.72 0.73 1,124,711 1.37 150,000 6.05 1.37 150,000 1.43 525,000 5.91 1.43 525,000 2.60 5,280 5.00 2.60 5,280 2.70 20,120 4.00 2.70 20,120 2.79 9,760 4.51 2.79 9,760 2.95 150,000 4.87 2.95 150,000 11.88 2,359 2.50 11.88 2,359 15.00 75,000 5.91 15.00 75,000 19.80 1,442 2.33 19.80 1,442 6,477,922 7.69 $ 0.75 6,477,922 |
Schedule of Warrants Activity | The issuance of warrants to purchase shares of the Company’s common stock including those attributed to debt issuances are summarized as follows: Weighted- Average Shares Exercise Price Outstanding at December 31, 2018 24,380,893 $ 1.05 Granted - - Exercised - - Expired or cancelled (2,164,682 ) 2.72 Outstanding at June 30, 2019 22,216,211 $ 0.88 |
Schedule of Warrants Outstanding and Exercisable | The following table summarizes information about warrants outstanding and exercisable at June 30, 2019: Outstanding and exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Exercise Price Outstanding in Years Price Exercisable $ 0.20 1,487,500 3.84 $ 0.20 1,487,500 0.40 14,875,000 0.88 0.40 14,875,000 1.71 2,919,710 0.74 1.71 2,919,710 2.13 233,577 0.72 2.13 233,577 2.90 2,700,424 0.16 2.90 2,700,424 22,216,211 0.97 $ 0.88 22,216,211 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details Narrative) - USD ($) | Aug. 06, 2019 | Jul. 23, 2019 | Jun. 12, 2019 | Apr. 23, 2019 | Apr. 22, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Apr. 17, 2019 | Dec. 31, 2018 |
Net losses | $ (1,189,110) | $ (976,063) | $ (153,308) | $ (190,794) | $ (2,165,173) | $ (344,102) | |||||||
Working capital | (1,854,111) | (1,854,111) | $ (280,532) | ||||||||||
Original issue discount | 572,075 | 572,075 | |||||||||||
Net proceeds from convertible debt | 709,000 | ||||||||||||
Convertible Debt [Member] | |||||||||||||
Principal amount | $ 200,000 | ||||||||||||
Original issue discount | 20,000 | ||||||||||||
Deferred financing costs | 5,000 | ||||||||||||
Net proceeds from convertible debt | 175,000 | ||||||||||||
Convertible Note [Member] | |||||||||||||
Principal amount | 200,000 | ||||||||||||
Original issue discount | 20,000 | ||||||||||||
Deferred financing costs | 5,000 | ||||||||||||
Net proceeds from convertible debt | 175,000 | ||||||||||||
Parent Company [Member] | |||||||||||||
Assumed working capital | 1,100,000 | 1,100,000 | |||||||||||
Shareholders [Member] | |||||||||||||
Equity ownership percentage | 15.00% | ||||||||||||
Chief Executive Officer [Member] | Convertible Debt [Member] | |||||||||||||
Principal amount | 164,444 | ||||||||||||
Original issue discount | 16,444 | ||||||||||||
Net proceeds from convertible debt | 148,000 | ||||||||||||
Bridge Investor [Member] | Subsequent Event [Member] | |||||||||||||
Principal amount | $ 200,000 | ||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | |||||||||||||
Principal amount | 35,556 | ||||||||||||
Original issue discount | 3,556 | ||||||||||||
Net proceeds from convertible debt | 32,000 | ||||||||||||
Private Bridge Investor [Member] | Second Traunche [Member] | Subsequent Event [Member] | |||||||||||||
Net proceeds from convertible debt | 175,000 | ||||||||||||
Private Bridge Investor [Member] | Convertible Debt [Member] | |||||||||||||
Principal amount | 35,556 | ||||||||||||
Original issue discount | 3,556 | ||||||||||||
Net proceeds from convertible debt | $ 32,000 | ||||||||||||
Private Bridge Investor [Member] | Convertible Debt [Member] | Second Traunche [Member] | Subsequent Event [Member] | |||||||||||||
Principal amount | 200,000 | ||||||||||||
Original issue discount | 20,000 | ||||||||||||
Deferred financing costs | 5,000 | ||||||||||||
Remaining available amount | $ 400,000 | ||||||||||||
Third Party [Member] | Convertible Debt [Member] | Subsequent Event [Member] | |||||||||||||
Principal amount | $ 200,000 | ||||||||||||
Interest rate | 8.00% | ||||||||||||
Debt payment, description | Interest rate of 8% per annum due on 15th of each month and are payable, at the option of the holder, either in cash or in shares of the Company's common stock. | ||||||||||||
Maturity date | Jan. 1, 2020 | ||||||||||||
Oncotelic [Member] | Shareholders [Member] | |||||||||||||
Equity ownership percentage | 85.00% | ||||||||||||
Common Stock [Member] | |||||||||||||
Conversion of shares | 80,772 | ||||||||||||
Net losses | |||||||||||||
Merger Agreement [Member] | |||||||||||||
Conversion of shares | 10,318,746 | ||||||||||||
Merger Agreement [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||
Conversion of shares | 0.01877292 | ||||||||||||
Merger Agreement [Member] | Common Stock [Member] | |||||||||||||
Conversion of shares | 193,712,995 | 3.97335267 | |||||||||||
Conversion of shares, par value | $ 0.01 | ||||||||||||
Since Inception Date [Member] | |||||||||||||
Net losses | 7,700,000 | ||||||||||||
Securities Purchase Agreement [Member] | Second Traunche [Member] | |||||||||||||
Net proceeds from convertible debt | $ 179,000 | ||||||||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Second Tranche [Member] | |||||||||||||
Principal amount | 200,000 | ||||||||||||
Original issue discount | 20,000 | ||||||||||||
Deferred financing costs | $ 1,000 | ||||||||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||||||||
Principal amount | $ 400,000 | ||||||||||||
Securities Purchase Agreement [Member] | Chief Executive Officer [Member] | Convertible Debt [Member] | |||||||||||||
Principal amount | 400,000 | ||||||||||||
Securities Purchase Agreement [Member] | Bridge Investor [Member] | Convertible Debt [Member] | |||||||||||||
Principal amount | $ 400,000 | ||||||||||||
Securities Purchase Agreement [Member] | Private Bridge Investor [Member] | Convertible Debt [Member] | |||||||||||||
Principal amount | $ 35,556 | ||||||||||||
Net proceeds from convertible debt | $ 32,000 | $ 1,985 | $ 1,985 | ||||||||||
Maturity date | Apr. 23, 2022 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||||
Cash equivalents | |||||
Unrealized gains or losses on investments in equity securities | |||||
Impairment losses on long-lived assets | |||||
Revenues |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Fair Value Measurements (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Investments in equity securities, carrying value | $ 1,769,300 | $ 1,769,300 |
Investments in equity securities | 1,769,300 | |
Convertible Series E Preferred Shares [Member] | Adhera Therapeutics [Member] | ||
Investments in equity securities, carrying value | 1,769,300 | |
Investments in equity securities | 1,769,300 | |
Level 1 [Member] | ||
Investments in equity securities | ||
Level 1 [Member] | Convertible Series E Preferred Shares [Member] | Adhera Therapeutics [Member] | ||
Investments in equity securities | ||
Level 2 [Member] | ||
Investments in equity securities | ||
Level 2 [Member] | Convertible Series E Preferred Shares [Member] | Adhera Therapeutics [Member] | ||
Investments in equity securities | ||
Level 3 [Member] | ||
Investments in equity securities | 1,769,300 | |
Level 3 [Member] | Convertible Series E Preferred Shares [Member] | Adhera Therapeutics [Member] | ||
Investments in equity securities | $ 1,769,300 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Shares Excluded from Diluted Loss Inclusion of Anti-Dilutive (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Potentially dilutive securities | 36,694,133 | 2,857,000 | 36,694,133 | 31,847,000 |
Convertible Notes [Member] | ||||
Potentially dilutive securities | 8,000,000 | 545,000 | 8,000,000 | |
Stock Options [Member] | ||||
Potentially dilutive securities | 6,477,922 | 6,477,922 | 7,319,000 | |
Warrant [Member] | ||||
Potentially dilutive securities | 22,216,211 | 2,312,000 | 22,216,211 | 24,528,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Apr. 23, 2019 | Apr. 22, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Apr. 21, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.01 | $ 0.01 | |||||
Common stock, shares issued | 83,469,967 | 6,843,802 | |||||
Common stock, shares outstanding | 83,469,967 | 6,843,802 | |||||
Shareholders [Member] | |||||||
Common stock, shares outstanding | 41,419,934 | ||||||
Equity ownership percentage | 15.00% | ||||||
Common Stock [Member] | |||||||
Conversion of shares | 80,772 | ||||||
Shares issued during the period | 20,750 | 50,000 | |||||
Merger Agreement [Member] | |||||||
Conversion of shares | 10,318,746 | ||||||
Common stock, shares issued | 82,419,967 | 41,419,934 | |||||
Common stock, shares outstanding | 82,419,967 | 41,419,934 | |||||
Merger Agreement [Member] | Contingent Value Right [Member] | |||||||
Percentage of net proceeds from merger | 75.00% | ||||||
Net proceeds from merger | $ 500,000 | ||||||
Merger Agreement [Member] | Oncotelic [Member] | |||||||
Conversion of shares | 41,000,033 | ||||||
Common stock, shares outstanding | 10,318,746 | ||||||
Merger Agreement [Member] | Oncotelic [Member] | Former Shareholders [Member] | |||||||
Shares to be issued during period preferred stock | 10,000 | ||||||
Merger Agreement [Member] | Oncotelic [Member] | Converted Options [Member] | |||||||
Conversion of shares | 3,102,411 | ||||||
Merger Agreement [Member] | Oncotelic [Member] | Converted Warrants [Member] | |||||||
Conversion of shares | 150,000 | ||||||
Merger Agreement [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Conversion of shares | 0.01877292 | ||||||
Merger Agreement [Member] | Series A Convertible Preferred Stock [Member] | Oncotelic [Member] | |||||||
Conversion of shares | 193,713 | 193,713 | |||||
Shares issued during the period | 77,154 | ||||||
Stock issued preferred stock conversion basis | preferred stock which converted at a 1:1,000 ratio | ||||||
Merger Agreement [Member] | Common Stock [Member] | |||||||
Common stock, par value | $ 0.01 | ||||||
Conversion of shares | 193,712,995 | 3.97335267 | |||||
Conversion of shares, par value | $ 0.01 | ||||||
Merger Agreement [Member] | Common Stock [Member] | Oncotelic [Member] | |||||||
Conversion of shares | 1,000 | ||||||
Common stock, shares outstanding | 7,866,335 | ||||||
Merger Agreement [Member] | Common Stock [Member] | Oncotelic [Member] | Former Shareholders [Member] | |||||||
Shares issued during the period | 2,100,000 |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Jun. 30, 2019 | Apr. 22, 2019 | Dec. 31, 2018 | |
Goodwill | $ 4,751,055 | |||
Merger Agreement [Member] | ||||
Cash | $ 182,883 | |||
Prepaid expenses | 56,175 | |||
Right of use operating asset | 33,825 | |||
Accounts payable and other current liabilities assumed | (1,296,186) | |||
Net liability acquired | (1,023,303) | |||
Goodwill | [1] | 4,751,055 | ||
Total purchase price | [2] | $ 3,727,752 | ||
[1] | The primary items that generate goodwill include the value of the synergies between the acquired company and Oncotelic, Inc. and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. Goodwill and intangibles is not deductible for tax purposes. The Company has considered the valuation as a preliminary allocation of assets and liabilities and may adjust such estimates in the future, if deemed material. | |||
[2] | The total purchase price of $3,727,752 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock of the combined company that Mateon stockholders ownded as of the closing of the transaction and the fair value of assets and liabilities assumed by Oncotelic. |
Acquisitions - Schedule of Fa_2
Acquisitions - Schedule of Fair Values of Assets Acquired and Liabilities Assumed (Details) (Parenthetical) | Apr. 22, 2019USD ($) |
Merger Agreement [Member] | |
Consideration transferred | $ 3,727,752 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) | Apr. 22, 2019 | Jul. 31, 2017 | Apr. 30, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Jan. 31, 2019 | |
Goodwill | $ 4,751,055 | $ 4,751,055 | ||||||||
Amortization of identifiable intangible assets | $ 12,896 | $ 8,561 | $ 25,737 | $ 8,561 | ||||||
Autotelic Inc., [Member] | ||||||||||
Shares issue price | $ 4 | |||||||||
Merger Agreement [Member] | ||||||||||
Goodwill | [1] | $ 4,751,055 | ||||||||
Aggregate purchase price | 3,727,752 | |||||||||
Merger Agreement [Member] | Oncotelic [Member] | ||||||||||
Goodwill | $ 4,751,055 | |||||||||
License Agreement [Member] | Oncotelic [Member] | Adhera Therapeutics, Inc. [Member] | ||||||||||
Shares to be issued during the period for acquisition | 49,019 | |||||||||
Aggregate purchase price | $ 250,000 | |||||||||
Shares issue price | $ 5.10 | |||||||||
Agreement term, description | Stock Purchase Agreement to be entered into between us and Adhera within thirty (30) days following the date of the License Agreement. | |||||||||
Agreement termination date, description | As of May 2018, we had not completed the purchase of the stock and were not able to reach to a definitive agreement, and as part of the Omnibus Settlement Agreement, entered into on October 1, 2018, between Adhera, Vuong Trieu, Ph.D. and affiliated entities, the License Agreement was terminated effective May 15, 2018. | |||||||||
Assignment and Assumption Agreement [Member] | Oncotelic [Member] | ||||||||||
Previously billed charges wrote off | $ 458,000 | |||||||||
Assignment and Assumption Agreement [Member] | Autotelic Inc., [Member] | ||||||||||
Shares issued during the period for acquisition, shares | 204,798 | |||||||||
Shares issued during the period for acquisition | $ 819,191 | |||||||||
[1] | The primary items that generate goodwill include the value of the synergies between the acquired company and Oncotelic, Inc. and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. Goodwill and intangibles is not deductible for tax purposes. The Company has considered the valuation as a preliminary allocation of assets and liabilities and may adjust such estimates in the future, if deemed material. |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Intangible asset, gross | $ 1,010,180 | $ 1,010,180 |
Less Accumulated Amortization | (59,926) | (34,189) |
Intangible asset, net | 950,254 | 975,991 |
Intellectual Property [Member] | ||
Intangible asset, gross | $ 819,191 | $ 819,191 |
Remaining estimated useful life (years) | 19 years 7 days | 19 years 3 months 8 days |
Capitalization of License Cost [Member] | ||
Intangible asset, gross | $ 190,989 | $ 190,989 |
Remaining estimated useful life (years) | 19 years 7 days | 19 years 3 months 8 days |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Amortization of Expense for Intangible Assets (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 51,365 | |
2021 | 51,365 | |
2022 | 51,365 | |
2023 | 51,365 | |
2024 | 51,365 | |
Thereafter | 693,429 | |
Intangible asset, net | $ 950,254 | $ 975,991 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,183,893 | |
Accrued expenses | 230,818 | |
Accounts payable and accrued liabilities | 1,414,711 | |
Accounts payable - related party | $ 400,713 | $ 283,030 |
Convertible Debentures and No_3
Convertible Debentures and Notes Payable (Details Narrative) - USD ($) | Jun. 12, 2019 | Apr. 23, 2019 | Apr. 17, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Convertible notes gross | $ 800,000 | $ 800,000 | |||||
Initial debt discount | 600,140 | 600,140 | |||||
Amortization expense related to debt discount | 28,065 | 28,065 | |||||
Total unamortized debt discount | $ 572,075 | 572,075 | |||||
Amortization of OID and debt issuance costs | 28,065 | ||||||
Net proceeds from convertible debt | $ 709,000 | ||||||
Convertible Debt [Member] | |||||||
Total unamortized debt discount | $ 20,000 | ||||||
Principal amount | 200,000 | ||||||
Deferred financing costs | 5,000 | ||||||
Net proceeds from convertible debt | 175,000 | ||||||
Convertible Debt [Member] | Bridge Investor [Member] | |||||||
Total unamortized debt discount | 3,556 | ||||||
Principal amount | 35,556 | ||||||
Net proceeds from convertible debt | 32,000 | ||||||
Convertible Debt [Member] | Private Bridge Investor [Member] | |||||||
Total unamortized debt discount | 3,556 | ||||||
Principal amount | 35,556 | ||||||
Net proceeds from convertible debt | 32,000 | ||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Vyoung Trieu [Member] | |||||||
Principal amount | $ 164,444 | ||||||
Maturity date | Apr. 23, 2022 | ||||||
Original issue discount, percentage | 10.00% | 10.00% | 10.00% | ||||
Original issue discount | $ 16,444 | ||||||
Percentage of conversion price, description | At the lower of the Fixed Price or 65% of the Company's lowest traded price after the 180th day or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. | ||||||
Beneficial conversion feature, total | $ 131,555 | ||||||
Amortization of OID and debt issuance costs | $ 9,182 | $ 9,182 | |||||
Unamortized interest expense | 138,817 | 138,817 | |||||
Net proceeds from convertible debt | 148,000 | ||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Bridge Investor [Member] | |||||||
Principal amount | $ 400,000 | ||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Private Bridge Investor [Member] | |||||||
Principal amount | $ 35,556 | ||||||
Maturity date | Apr. 23, 2022 | ||||||
Original issue discount | $ 3,556 | ||||||
Percentage of conversion price, description | At the lower of the Fixed Price or 65% of the Company's lowest traded price after the 180th day or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. | ||||||
Beneficial conversion feature, total | $ 28,445 | ||||||
Unamortized interest expense | 30,015 | 30,015 | |||||
Net proceeds from convertible debt | $ 32,000 | 1,985 | 1,985 | ||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||
Principal amount | 400,000 | ||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Maximum [Member] | Vyoung Trieu [Member] | |||||||
Percentage of charge on penalty | 40.00% | ||||||
Percentage of redemption of convertible note | 140.00% | ||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Maximum [Member] | Private Bridge Investor [Member] | |||||||
Percentage of charge on penalty | 40.00% | ||||||
Percentage of redemption of convertible note | 140.00% | ||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Minimum [Member] | Vyoung Trieu [Member] | |||||||
Percentage of charge on penalty | 18.00% | ||||||
Percentage of redemption of convertible note | 110.00% | ||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Minimum [Member] | Private Bridge Investor [Member] | |||||||
Percentage of charge on penalty | 18.00% | ||||||
Percentage of redemption of convertible note | 110.00% | ||||||
Peak One [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | |||||||
Principal amount | 200,000 | ||||||
Aggregate purchase price | $ 400,000 | ||||||
Number of restricted stock issued | 350,000 | ||||||
Maturity date | Apr. 23, 2022 | ||||||
Original issue discount, percentage | 10.00% | ||||||
Original issue discount | $ 20,000 | ||||||
Deferred financing costs | $ 5,000 | ||||||
Conversion of shares, par value | $ 0.10 | ||||||
Percentage of conversion price, description | At the lower of the Fixed Price or 65% of the Company's lowest traded price after the 180th day or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. | ||||||
Beneficial conversion feature, total | $ 84,570 | ||||||
Beneficial conversion feature, excluding discount | 52,285 | ||||||
Number of restricted stock issued, value | 32,285 | ||||||
Amortization of OID and debt issuance costs | 6,798 | 6,798 | |||||
Unamortized interest expense | 102,772 | 102,772 | |||||
Peak One [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Traunche One [Member] | |||||||
Principal amount | 200,000 | ||||||
Peak One [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Third Traunche [Member] | |||||||
Principal amount | $ 200,000 | ||||||
Peak One [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Traunche Two [Member] | |||||||
Principal amount | $ 200,000 | ||||||
Number of restricted stock issued | 350,000 | ||||||
Maturity date | Jun. 12, 2022 | ||||||
Original issue discount, percentage | 10.00% | ||||||
Original issue discount | $ 20,000 | ||||||
Deferred financing costs | 1,000 | ||||||
Beneficial conversion feature, total | 180,000 | ||||||
Beneficial conversion feature, excluding discount | 132,091 | ||||||
Number of restricted stock issued, value | 47,909 | ||||||
Amortization of OID and debt issuance costs | 3,301 | 3,301 | |||||
Unamortized interest expense | 197,699 | 197,699 | |||||
Net proceeds from convertible debt | 179,000 | ||||||
Peak One [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||
Principal amount | $ 400,000 | ||||||
Percentage of charge on penalty | 40.00% | ||||||
Percentage of redemption of convertible note | 140.00% | ||||||
Peak One [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Maximum [Member] | Traunche One [Member] | |||||||
Principal amount | $ 600,000 | ||||||
Peak One [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Minimum [Member] | |||||||
Percentage of charge on penalty | 18.00% | ||||||
Percentage of redemption of convertible note | 110.00% | ||||||
TFK [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | |||||||
Principal amount | $ 200,000 | ||||||
Number of restricted stock issued | 350,000 | ||||||
Maturity date | Apr. 23, 2022 | ||||||
Original issue discount, percentage | 10.00% | ||||||
Original issue discount | $ 20,000 | ||||||
Deferred financing costs | $ 5,000 | ||||||
Conversion of shares, par value | $ 0.10 | ||||||
Percentage of conversion price, description | At the lower of the Fixed Price or 65% of the Company's lowest traded price after the 180th day or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. | ||||||
Beneficial conversion feature, total | $ 84,570 | ||||||
Beneficial conversion feature, excluding discount | 53,285 | ||||||
Number of restricted stock issued, value | 32,285 | ||||||
Amortization of OID and debt issuance costs | 6,798 | 6,798 | |||||
Unamortized interest expense | $ 102,772 | $ 102,772 | |||||
Net proceeds from convertible debt | $ 175,000 | ||||||
TFK [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||
Percentage of charge on penalty | 40.00% | ||||||
Percentage of redemption of convertible note | 140.00% | ||||||
TFK [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Minimum [Member] | |||||||
Percentage of charge on penalty | 18.00% | ||||||
Percentage of redemption of convertible note | 110.00% |
Convertible Debentures and No_4
Convertible Debentures and Notes Payable - (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Convertible note payable | $ 227,925 | |
10% Convertible Note Payable Due April 23, 2022 [Member] | Officer and Private investor [Member] | ||
Convertible note payable | 31,168 | |
10% Convertible Note Payable Due April 23, 2022 [Member] | Peak One and TFK [Member] | ||
Convertible note payable | 194,456 | |
10% Convertible Note Payable Due June 12, 2022 [Member] | Peak One [Member] | ||
Convertible note payable | $ 2,301 |
Convertible Debentures and No_5
Convertible Debentures and Notes Payable - (Details) (Parenthetical) - 10% Convertible Note Payable Due April 23, 2022 [Member] | Jun. 30, 2019 |
Officer and Private investor [Member] | |
Interest rate | 10.00% |
Peak One and TFK [Member] | |
Interest rate | 10.00% |
Peak One [Member] | |
Interest rate | 10.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 26, 2019 | Apr. 23, 2019 | Dec. 31, 2018 | Dec. 26, 2018 | Apr. 13, 2018 | Jan. 31, 2019 | Dec. 31, 2015 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Apr. 17, 2019 |
Number of shares issued during the period, value | $ 83,000 | $ 200,000 | ||||||||||||
Unamortized intangible assets | $ 1,010,180 | $ 1,010,180 | $ 1,010,180 | |||||||||||
Net proceeds from convertible debt | 709,000 | |||||||||||||
Convertible Debt [Member] | ||||||||||||||
Principal amount | $ 200,000 | |||||||||||||
Net proceeds from convertible debt | 175,000 | |||||||||||||
Autotelic Inc., [Member] | ||||||||||||||
Shares issued price per share | $ 4 | |||||||||||||
Autotelic Inc., [Member] | Trabedersen License [Member] | ||||||||||||||
Number of shares issued during the period | 204,798 | |||||||||||||
Payment to acquire licenses | $ 819,191 | $ 395,150 | ||||||||||||
License term | 5 years | |||||||||||||
Payment of remaining prepaid expenses | $ 191,191 | |||||||||||||
Amortization of acquired intangibles | 10,000 | $ 7,000 | 21,000 | 7,000 | ||||||||||
Unamortized intangible assets | $ 791,000 | 770,000 | 770,000 | |||||||||||
Master Service Agreement [Member] | Autotelic Inc., [Member] | ||||||||||||||
Agreement related expenses | $ 335,827 | $ 130,773 | $ 695,121 | $ 301,707 | ||||||||||
Number of shares issued during the period | 80,772 | |||||||||||||
Shares issued price per share | $ 4 | |||||||||||||
Master Service Agreement [Member] | Autotelic Inc., [Member] | Vyoung Trieu [Member] | ||||||||||||||
Termination agreement, description | The MSA requires a 90-day written termination notice in the event either party requires to terminate such services. | |||||||||||||
Master Service Agreement [Member] | Autotelic Inc., [Member] | Vyoung Trieu [Member] | Maximum [Member] | ||||||||||||||
Equity ownership percentage | 10.00% | 10.00% | ||||||||||||
Stock Purchase Agreement [Member] | Autotelic Inc., [Member] | ||||||||||||||
Number of shares issued during the period | 226,988 | |||||||||||||
Shares issued price per share | $ 4 | |||||||||||||
Stock Purchase Agreement [Member] | Autotelic Inc., [Member] | Convertible Series E Preferred Shares [Member] | ||||||||||||||
Number of shares issued during the period | 181.59 | |||||||||||||
Number of shares issued during the period, value | $ 907,950 | |||||||||||||
Stock Purchase Agreement [Member] | Oncotelic [Member] | Vyoung Trieu [Member] | ||||||||||||||
Number of shares issued during the period | 189,238 | |||||||||||||
Shares issued price per share | $ 4 | |||||||||||||
Stock Purchase Agreement [Member] | Oncotelic [Member] | Vyoung Trieu [Member] | ||||||||||||||
Number of shares issued during the period | 189,238 | |||||||||||||
Shares issued price per share | $ 4 | |||||||||||||
Stock Purchase Agreement [Member] | Oncotelic [Member] | Vyoung Trieu [Member] | Convertible Series E Preferred Shares [Member] | ||||||||||||||
Number of shares issued during the period | 151.39 | |||||||||||||
Number of shares issued during the period, value | $ 756,950 | |||||||||||||
Securities Purchase Agreement [Member] | Vyoung Trieu [Member] | Convertible Debt [Member] | ||||||||||||||
Principal amount | 164,444 | |||||||||||||
Original issue discount | 16,444 | |||||||||||||
Net proceeds from convertible debt | $ 148,000 | |||||||||||||
Securities Purchase Agreement [Member] | Maximum [Member] | Convertible Debt [Member] | ||||||||||||||
Principal amount | $ 400,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 26, 2019 | Jun. 12, 2019 | Apr. 23, 2019 | Apr. 22, 2019 | Jan. 29, 2019 | Jan. 11, 2019 | Dec. 26, 2018 | Apr. 30, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Number of shares issued during the period, value | $ 83,000 | $ 200,000 | |||||||||||
Common shares issued for settlement of accounts payable | $ 238,090 | ||||||||||||
Common shares issued in conversion of warrants | $ 120 | ||||||||||||
Autotelic Inc., [Member] | |||||||||||||
Shares issued price per share | $ 4 | ||||||||||||
Common shares issued for settlement of accounts payable | $ 80,772 | ||||||||||||
Employee [Member] | Oncotelic [Member] | |||||||||||||
Shares issued price per share | $ 4 | $ 4 | $ 4 | ||||||||||
Common shares issued for compensation | $ 11,250 | $ 80,594 | |||||||||||
Two Separates Investors [Member] | Oncotelic [Member] | |||||||||||||
Number of shares issued during the period | 20,750 | ||||||||||||
Number of shares issued during the period, value | $ 83,000 | ||||||||||||
Shares issued price per share | $ 4 | ||||||||||||
Two Investors [Member] | |||||||||||||
Common shares issued in conversion of warrants | $ 150,000 | ||||||||||||
Common shares issued in conversion of warrants, shares | 120 | ||||||||||||
Stock Purchase Agreement [Member] | Oncotelic [Member] | Autotelic Inc., [Member] | |||||||||||||
Number of shares issued during the period | 226,988 | ||||||||||||
Shares issued price per share | $ 4 | ||||||||||||
Stock Purchase Agreement [Member] | Adhera Therapeutics [Member] | Convertible Series E Preferred Shares [Member] | Autotelic Inc., [Member] | |||||||||||||
Number of shares issued during the period | 181.59 | ||||||||||||
Number of shares issued during the period, value | $ 907,950 | ||||||||||||
Stock Purchase Agreement [Member] | Autotelic Inc., [Member] | |||||||||||||
Number of shares issued during the period | 226,988 | ||||||||||||
Shares issued price per share | $ 4 | ||||||||||||
Stock Purchase Agreement [Member] | Autotelic Inc., [Member] | Convertible Series E Preferred Shares [Member] | |||||||||||||
Number of shares issued during the period | 181.59 | ||||||||||||
Number of shares issued during the period, value | $ 907,950 | ||||||||||||
Stock Purchase Agreement [Member] | Third-Party Investor [Member] | Oncotelic [Member] | |||||||||||||
Number of shares issued during the period | 26,100 | ||||||||||||
Stock Purchase Agreement [Member] | Third-Party Investor [Member] | Adhera Therapeutics [Member] | Convertible Series E Preferred Shares [Member] | |||||||||||||
Number of shares issued during the period | 20.88 | ||||||||||||
Number of shares issued during the period, value | $ 104,400 | ||||||||||||
Stock Purchase Agreement [Member] | Vyoung Trieu [Member] | Oncotelic [Member] | |||||||||||||
Number of shares issued during the period | 189,238 | ||||||||||||
Shares issued price per share | $ 4 | ||||||||||||
Stock Purchase Agreement [Member] | Vyoung Trieu [Member] | Adhera Therapeutics [Member] | Convertible Series E Preferred Shares [Member] | |||||||||||||
Number of shares issued during the period | 151.39 | ||||||||||||
Number of shares issued during the period, value | $ 756,950 | ||||||||||||
Merger Agreement [Member] | |||||||||||||
Conversion of shares | 10,318,746 | ||||||||||||
Merger Agreement [Member] | Convertible Debt [Member] | |||||||||||||
Number of restricted stock issued during the period | 350,000 | ||||||||||||
Merger Agreement [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||
Conversion of shares | 0.01877292 | ||||||||||||
Merger Agreement [Member] | Oncotelic [Member] | |||||||||||||
Conversion of shares | 41,000,033 | ||||||||||||
Merger Agreement [Member] | Oncotelic [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||
Number of shares issued during the period | 77,154 | ||||||||||||
Conversion of shares | 193,713 | 193,713 | |||||||||||
Merger Agreement [Member] | Two Noteholders [Member] | Convertible Debt [Member] | |||||||||||||
Shares issued price per share | $ 0.18 | $ 0.11 | |||||||||||
Number of restricted stock issued during the period | 700,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Apr. 22, 2019 | Jun. 30, 2019 | Jun. 30, 2019 |
Options exercisable term | 10 years | ||
Options vesting period | 3 years | ||
Aggregate intrinsic value of options | $ 0 | $ 0 | |
Weighted average fair value | $ 0.185 | ||
Share based compensation | $ 341,000 | ||
Number of hare-based payment award, accelerated vesting | 328,000 | ||
Number of warrants issued during period | |||
Maximum [Member] | |||
Warrants excersiable term | 5 years | ||
Minimum [Member] | |||
Warrants excersiable term | 3 years | ||
2017 Equity Incentive Plan [Member] | Maximum [Member] | |||
Number of common stock issued to awards | 2,000,000 | ||
2015 and 2005 Equity Incentive Plan [Member] | Maximum [Member] | |||
Number of common stock issued to awards | 7,250,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Compensation Based Stock Option Activity (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Compensation Related Costs [Abstract] | |
Options Outstanding, Beginning Balance | shares | 6,785,617 |
Options Outstanding, Granted/Additions | shares | |
Options Outstanding, Exercised | shares | |
Options Outstanding, Expired or canceled | shares | (307,695) |
Options Outstanding, Ending Balance | shares | 6,477,922 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ / shares | $ 0.75 |
Weighted Average Exercise Price, Granted/Additions | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Expired or canceled | $ / shares | 0.41 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ / shares | $ 0.75 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Options to Purchase Shares of Common Stock Outstanding and Exercisable (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Number of Outstanding Options | 6,477,922 |
Weighted Average Remaining Life In Years | 7 years 8 months 9 days |
Weighted-Average Exercise Price | $ / shares | $ 0.75 |
Number Exercisable | 6,477,922 |
Exercise Price One [Member] | |
Exercise Prices | $ / shares | $ 0.22 |
Number of Outstanding Options | 2,524,513 |
Weighted Average Remaining Life In Years | 8 years 9 months 14 days |
Weighted-Average Exercise Price | $ / shares | $ 0.22 |
Number Exercisable | 2,524,513 |
Exercise Price Two [Member] | |
Exercise Prices | $ / shares | $ 0.38 |
Number of Outstanding Options | 1,162,500 |
Weighted Average Remaining Life In Years | 7 years 6 months 14 days |
Weighted-Average Exercise Price | $ / shares | $ 0.375 |
Number Exercisable | 1,162,500 |
Exercise Price Three [Member] | |
Exercise Prices | $ / shares | $ 0.51 |
Number of Outstanding Options | 364,449 |
Weighted Average Remaining Life In Years | 7 years 11 months 8 days |
Weighted-Average Exercise Price | $ / shares | $ 0.51 |
Number Exercisable | 364,449 |
Exercise Price Four [Member] | |
Exercise Prices | $ / shares | $ 0.58 |
Number of Outstanding Options | 271,224 |
Weighted Average Remaining Life In Years | 7 years 3 months 26 days |
Weighted-Average Exercise Price | $ / shares | $ 0.58 |
Number Exercisable | 271,224 |
Exercise Price Five [Member] | |
Exercise Prices | $ / shares | $ 0.65 |
Number of Outstanding Options | 91,564 |
Weighted Average Remaining Life In Years | 6 years 11 months 1 day |
Weighted-Average Exercise Price | $ / shares | $ 0.65 |
Number Exercisable | 91,564 |
Exercise Price Six [Member] | |
Exercise Prices | $ / shares | $ 0.73 |
Number of Outstanding Options | 1,124,711 |
Weighted Average Remaining Life In Years | 6 years 8 months 19 days |
Weighted-Average Exercise Price | $ / shares | $ 0.73 |
Number Exercisable | 1,124,711 |
Exercise Price Seven [Member] | |
Exercise Prices | $ / shares | $ 1.37 |
Number of Outstanding Options | 150,000 |
Weighted Average Remaining Life In Years | 6 years 18 days |
Weighted-Average Exercise Price | $ / shares | $ 1.37 |
Number Exercisable | 150,000 |
Exercise Price Eight [Member] | |
Exercise Prices | $ / shares | $ 1.43 |
Number of Outstanding Options | 525,000 |
Weighted Average Remaining Life In Years | 5 years 10 months 28 days |
Weighted-Average Exercise Price | $ / shares | $ 1.43 |
Number Exercisable | 525,000 |
Exercise Price Nine [Member] | |
Exercise Prices | $ / shares | $ 2.6 |
Number of Outstanding Options | 5,280 |
Weighted Average Remaining Life In Years | 5 years |
Weighted-Average Exercise Price | $ / shares | $ 2.6 |
Number Exercisable | 5,280 |
Exercise Price Ten [Member] | |
Exercise Prices | $ / shares | $ 2.7 |
Number of Outstanding Options | 20,120 |
Weighted Average Remaining Life In Years | 4 years |
Weighted-Average Exercise Price | $ / shares | $ 2.7 |
Number Exercisable | 20,120 |
Exercise Price Eleven [Member] | |
Exercise Prices | $ / shares | $ 2.79 |
Number of Outstanding Options | 9,760 |
Weighted Average Remaining Life In Years | 4 years 6 months 3 days |
Weighted-Average Exercise Price | $ / shares | $ 2.79 |
Number Exercisable | 9,760 |
Exercise Price Twelve [Member] | |
Exercise Prices | $ / shares | $ 2.95 |
Number of Outstanding Options | 150,000 |
Weighted Average Remaining Life In Years | 4 years 10 months 14 days |
Weighted-Average Exercise Price | $ / shares | $ 2.95 |
Number Exercisable | 150,000 |
Exercise Price Thirteen [Member] | |
Exercise Prices | $ / shares | $ 11.88 |
Number of Outstanding Options | 2,359 |
Weighted Average Remaining Life In Years | 2 years 6 months |
Weighted-Average Exercise Price | $ / shares | $ 11.88 |
Number Exercisable | 2,359 |
Exercise Price Fourteen [Member] | |
Exercise Prices | $ / shares | $ 15 |
Number of Outstanding Options | 75,000 |
Weighted Average Remaining Life In Years | 5 years 10 months 28 days |
Weighted-Average Exercise Price | $ / shares | $ 15 |
Number Exercisable | 75,000 |
Exercise Price Fifteen [Member] | |
Exercise Prices | $ / shares | $ 19.8 |
Number of Outstanding Options | 1,442 |
Weighted Average Remaining Life In Years | 2 years 3 months 29 days |
Weighted-Average Exercise Price | $ / shares | $ 19.8 |
Number Exercisable | 1,442 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Warrants Activity (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Compensation Related Costs [Abstract] | |
Number of Stock Options Outstanding, beginning balance | shares | 24,380,893 |
Number of Stock Options, Granted | shares | |
Number of Stock Options, Exercised | shares | |
Number of Stock Options, Expired or cancelled | shares | (2,164,682) |
Number of Stock Options Outstanding, ending balance | shares | 22,216,211 |
Weighted-Average Exercise Price, Outstanding, beginning balance | $ / shares | $ 1.05 |
Weighted-Average Exercise Price, Granted | $ / shares | |
Weighted-Average Exercise Price, Exercised | $ / shares | |
Weighted-Average Exercise Price, Expired or cancelled | $ / shares | 2.72 |
Weighted-Average Exercise Price, Outstanding, ending balance | $ / shares | $ 0.88 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Warrants Outstanding and Exercisable (Details) | Jun. 30, 2019$ / sharesshares |
Warrants Outstanding, Number of Warrants | 22,216,211 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 11 months 19 days |
Warrants Exercisable, Exercisable Number of Warrants | 22,216,211 |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.88 |
Exercise Price One [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.2 |
Warrants Outstanding, Number of Warrants | 1,487,500 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years 10 months 3 days |
Warrants Exercisable, Exercisable Number of Warrants | 1,487,500 |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.2 |
Exercise Price Two [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.4 |
Warrants Outstanding, Number of Warrants | 14,875,000 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 10 months 17 days |
Warrants Exercisable, Exercisable Number of Warrants | 14,875,000 |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.4 |
Exercise Price Three [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 1.71 |
Warrants Outstanding, Number of Warrants | 2,919,710 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 8 months 26 days |
Warrants Exercisable, Exercisable Number of Warrants | 2,919,710 |
Warrants Weighted- Average Exercise Price | $ / shares | $ 1.71 |
Exercise Price Four [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 2.13 |
Warrants Outstanding, Number of Warrants | 233,577 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 8 months 19 days |
Warrants Exercisable, Exercisable Number of Warrants | 233,577 |
Warrants Weighted- Average Exercise Price | $ / shares | $ 2.13 |
Exercise Price Five [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 2.9 |
Warrants Outstanding, Number of Warrants | 2,700,424 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 1 month 27 days |
Warrants Exercisable, Exercisable Number of Warrants | 2,700,424 |
Warrants Weighted- Average Exercise Price | $ / shares | $ 2.9 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($)ft² | Jun. 30, 2019USD ($)ft² | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease expiration date | Jun. 30, 2019 | |
Area of facility lease | ft² | 5,275 | 5,275 |
Rental expense | $ | $ 35,772 | $ 35,772 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Aug. 06, 2019 | Jul. 22, 2019 |
Bridge Investor [Member] | ||
Debt instrument face amount | $ 200,000 | |
Proceeds from issuance of debt | 175,000 | |
Convertible Note Purchase Agreement [Member] | ||
Debt instrument face amount | $ 200,000 | |
Interest rate | 8.00% | |
Due date description | Due on 15th of each month and are payable, at the option of the holder, either in cash or in shares of the Company's common stock. | |
Debt instrument, maturity date | Jan. 1, 2020 | |
Securities Purchase Agreements [Member] | Bridge Investor [Member] | Maximum [Member] | ||
Debt instrument face amount | $ 400,000 |