Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 18, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | MATEON THERAPEUTICS INC | |
Entity Central Index Key | 0000908259 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 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 | 83,050,664 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 16,206 | $ 2,498 |
Prepaid expenses | 54,825 | |
Total current assets | 71,031 | 2,498 |
Long-term investment | 1,769,300 | 1,769,300 |
Intangibles, net of accumulated amortization of $72,767 and $34,189 | 937,413 | 975,991 |
Goodwill | 4,751,055 | |
Total assets | 7,528,799 | 2,747,789 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,629,791 | |
Accounts payable to related party | 610,298 | 283,030 |
Convertible debt, related party, net of costs of $126,393 and $0 | 38,051 | |
Convertible debt, net of costs of $585,268 and $0 | 450,287 | |
Total current liabilities | 2,728,427 | 283,030 |
Commitments and contingencies (Note 9) | ||
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, respectively | 834,700 | 68,438 |
Additional paid-in capital | 12,609,430 | 7,886,598 |
Accumulated deficit | (8,645,695) | (5,490,277) |
Total stockholders' equity | 4,800,372 | 2,464,759 |
Total liabilities and stockholders' equity | $ 7,528,799 | $ 2,747,789 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Amortization of intangible assets | $ 72,767 | $ 34,189 |
Convertible debt related party net of issuance cost | 126,393 | 0 |
Convertible debt net of issuance cost | $ 585,268 | $ 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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating expenses: | ||||
Research and development | $ 343,789 | $ 131,749 | $ 1,109,050 | $ 363,135 |
General and administrative | 586,924 | 82,284 | 1,958,731 | 195,000 |
Total operating expenses | 930,713 | 214,033 | 3,067,781 | 558,135 |
Loss from operations | (930,713) | (214,033) | (3,067,781) | (558,135) |
Other expense: | ||||
Interest income | 123 | |||
Interest expense | (60,413) | (88,641) | ||
Total other expense | (60,413) | (88,518) | ||
Net Loss | $ (991,126) | $ (214,033) | $ (3,156,299) | $ (558,135) |
Basic and diluted net loss per share attributable to common stock | $ (0.01) | $ (0.04) | $ (0.06) | $ (0.09) |
Basic and diluted weighted average common stock outstanding | 74,526,579 | 6,068,762 | 52,131,543 | 6,043,904 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements 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 | |||||
Beneficial Conversion Feature on convertible debt and restricted common shares | |||||
Net loss | (558,135) | ||||
Balance at Sep. 30, 2018 | $ 61,152 | 4,898,018 | (5,334,793) | (375,623) | |
Balance, shares at Sep. 30, 2018 | 6,115,237 | ||||
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 | ||||
Common shares issued in lieu of cash for services | $ 426 | 169,992 | 170,418 | ||
Common shares issued in lieu of cash for services, shares | 42,605 | ||||
Net loss | (214,033) | (214,033) | |||
Balance at Sep. 30, 2018 | $ 61,152 | 4,898,018 | (5,334,793) | (375,623) | |
Balance, shares at Sep. 30, 2018 | 6,115,237 | ||||
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 | ||||
Beneficial Conversion Feature on convertible debt and restricted common shares | 684,140 | ||||
Net loss | (3,156,299) | ||||
Balance at Sep. 30, 2019 | $ 1,937 | $ 834,700 | 12,609,430 | (8,645,695) | 4,800,372 |
Balance, shares at Sep. 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 | |||
Beneficial Conversion Feature on convertible debt | 175,000 | 175,000 | |||
Net loss | (991,126) | (991,126) | |||
Balance at Sep. 30, 2019 | $ 1,937 | $ 834,700 | $ 12,609,430 | $ (8,645,695) | $ 4,800,372 |
Balance, shares at Sep. 30, 2019 | 193,713 | 83,469,967 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (3,156,299) | $ (558,135) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount and deferred finance costs | 88,479 | |
Amortization of intangible assets | 38,524 | 21,402 |
Stock-based compensation | 340,674 | |
Issuance of common stock in lieu of cash for services | 418,136 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 35,175 | 26,344 |
Accounts payable and accrued expenses | 329,760 | 6,593 |
Accounts payable to related party | 569,256 | 302,861 |
Net cash used in operating activities | (1,336,295) | (200,935) |
Cash flows from investing activities: | ||
Purchases of property and equipment | ||
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 notes payable, related party | 148,000 | |
Net proceeds from convertible notes payable | 936,000 | |
Net cash provided by financing activities | 1,167,120 | 200,000 |
Net increase (decrease) in cash | 13,708 | (935) |
Cash - beginning of period | 2,498 | 3,478 |
Cash - end of period | 16,206 | 2,543 |
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 | 466,107 |
Beneficial Conversion Feature on convertible debt and restricted common shares | 684,140 | |
Capitalization of prepaid expenses related to product acquisition | $ 190,989 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 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 evaluating the further development of its product candidates OXi4503 as a treatment for acute myeloid leukemia and myelodysplastic syndromes and CA4P in combination with a checkpoint inhibitor for the treatment of advanced metastatic melanoma. On April 17, 2019, Mateon 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 Mateon’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, Mateon 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 pursuant to the Merger Agreement using the following ratios of (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 recapitalization and reverse acquisition for financial accounting purposes. Oncotelic is considered the acquirer for accounting purposes, and the registrant’s historical financial statements before the Merger have been replaced with the historical financial statements of Oncotelic prior to the Merger in the financial statements and filings with the Securities and Exchange Commission. 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 a RNA therapeutic for diseases which are caused by TGF-beta overexpression, starting with cancer and expanding to Duchenne Muscular Dystrophy (DMD) and others. Oncotelic’s lead product candidate, OT-101, is being developed as a broad-spectrum anti-cancer drug that can also be used in combination with other standard cancer therapies to establish an effective multi-modality treatment strategy for difficult-to-treat cancers. Together, the Company plans to initiate phase 3 clinical trials for OT-101 in both high-grade glioma and pancreatic cancer; and any other indications that may evolve. 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 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 nine months ended September 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 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 $8.6 million since inception, had negative working capital of $2.7 million at September 30, 2019, of which approximately $1.1 million is attributable to assumed working capital of Mateon, and $0.3 million at December 31, 2018, respectively, and has negative cash flows from operations during the nine months ended September 30, 2019. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. 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 either technology transfer or product sales, to cover its anticipated expenses. Until the Company is able to generate sufficient revenues from its current pipeline, the Company 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 two convertible notes in the principal amount of $200,000 each, both including an original issue discount (“OID”) of $20,000 and deferred financing costs of $5,000 each, receiving net proceeds of $350,000, which were used by the Company for working capital and general corporate purposes. (Note 6) Further, 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) Also 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 tranche under the first Securities Purchase Agreement above. The second tranche 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 PointR Data, Inc., a privately held, developer of high performance cluster computer and artificial intelligence applications (“PointR”) 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 tranche 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 tranche 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. Also, management cannot guarantee any potential debt or equity financing will be available on favorable terms or at all. 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 | 9 Months Ended |
Sep. 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 As of September 30, 2019 and December 31, 2018, the Company held all its cash in banks. 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 September 30, 2019 and December 31, 2018. Investment in Equity Securities Prior to the Merger, Oncotelic received Series E Preferred Shares of Adhera Therapeutics, Inc. (“Adhera”) in consideration for the issuance of Oncotelic’s common stock under various Securities Purchase Agreements (See Notes 7). The Company records its investments in equity securities initially at cost in accordance with Accounting Standards Codification (“ASC”) 321, Investments –Equity Securities (“ASC 321”). 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 nine months ended September 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. Carrying Fair Value Measurement Using Value 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 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 (notes convertible into common stock, 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: Nine and three months ended September 30, 2019 September 30, 2018 Convertible notes 10,000,000 - Stock options 6,145,044 6,786,000 Warrants 19,515,787 24,381,000 Potentially dilutive securities 35,660,831 31,167,000 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 nine months ending September 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, 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 as and 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. The new guidance requires only a one-step quantitative impairment test, whereby a goodwill impairment loss will be measured as the excess of a reporting period unit’s carrying amount over its fair value (not to exceed the total goodwill allocated to that reporting unit). It eliminates Step 2 of the current two-step goodwill impairment test, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. 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 a material 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 did not have a material 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 nine months ended September 30, 2019 and 2018 respectively, 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 | 9 Months Ended |
Sep. 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 aggregate 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 Convertible Preferred Stock, par value $0.01 per share each of which are initially convertible into 1,000 shares of Common Stock upon (i) optional conversion by the holder at any time, or (ii) mandatory conversion upon the availability of a sufficient number of authorized but unissued 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 when converted at a 1:1,000 ratio will result 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 outstanding at the date of the Merger. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 4 - INTANGIBLE ASSETS AND GOODWILL Mateon completed a Merger with Oncotelic (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. Assignment and Assumption Agreement with Autotelic, Inc. In April 2018, Oncotelic 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 Oncotelic acquired the rights to all intellectual property (“IP”) related to a patented product. As consideration for the Assignment Agreement, Oncotelic issued 204,798 shares of its Common Stock for a value of $819,191. The Assignment Agreement also provides that Oncotelic 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 Oncotelic 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 September 30, 2019 and December 31, 2018, of the intangible assets acquired, their useful life, and annual amortization: September 30, 2019 Remaining Estimated Intangible asset – Intellectual Property $ 819,191 18.83 Intangible asset – Capitalization of license cost 190,989 18.83 1,010,180 Less Accumulated Amortization (72,767 ) Total $ 937,413 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 nine months ended September 30, 2019 and 2018 was $12,841 and $12,841; and $38,524 and $21,402, respectively. The future yearly amortization expense over the next five years and thereafter are as follows: For the nine-month period ended September 30, 2020 $ 51,365 2021 51,365 2022 51,365 2023 51,365 2024 51,365 Thereafter 680,588 $ 937,413 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 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: September 30, 2019 December 31, 2018 Accounts payable $ 1,364,990 $ - Accrued expenses 264,801 - $ 1,629,791 $ - September 30, 2019 December 31, 2018 Accounts payable – related party $ 610,298 $ 283,030 |
Convertible Debentures and Note
Convertible Debentures and Notes | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Debentures and Notes | NOTE 6 – CONVERTIBLE DEBENTURES AND NOTES As of September 30, 2019, convertible debentures and notes, net of debt discount, consist of the following amounts: September 30, 2019 10% Convertible note payable, due April 23, 2022 – Peak One 106,425 10% Convertible note payable, due June 12, 2022 – Peak One 19,173 10% Convertible note payable, due April 23, 2022 - TFK 106,425 8% Convertible note payable, due January 1, 2020 – PointR 200,000 10% Convertible note payable, due April 23, 2022 – Related Party 38,051 10% Convertible note payable, due April 23, 2022 – Bridge Investor 8,227 10% Convertible note payable, due August 6 ,2022 – Bridge Investor 10,037 $ 488,338 The gross principal balances on the convertible debentures and notes listed above totaled $1,200,000 and included an initial debt discount totaling $800,140. Total amortization expense related to these debt discounts was $60,413 and $88,479 for the three and nine months ended September 30, 2019, respectively. No similar expense was recorded in the same periods of 2018. The total unamortized debt discount for the nine months ended September 30, 2019, was $711,661. 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) Tranche #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 $200,000, including a 10%$ OID of $20,000 and $5,000 in debt issuance costs, receiving net proceeds of $175,000, with a maturity date of 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 “Tranche #1 Conversion Shares”) of the Company’s Common Stock at any time, at the option of the holder, at (i) a conversion price, during the first 180 days, of $0.10 per share (the “Fixed Price”), and then (2) at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. The Company has agreed, to at all times, reserve and keep available out of its authorized Common Stock a number of shares equal to at least two times the full number of the Tranche #1 Conversion Shares. The Company may redeem the Convertible Note at rates of 110% to 140% over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. 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 $9,198 and $15,996 during the three and nine months ended September 30, 2019. Total unamortized discount on this note was $93,575 as of September 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 tranche, 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 tranche. On June 12, 2019, the Buyer purchased Convertible Note Tranche #2 (“Tranche #2”) totaling $200,000, including a 10% OID of $20,000 and a $1,000 debt issuance 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 Tranche #2 are convertible at the same terms as Tranche #1 above. The issuance of Tranche #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 $16,872 and $20,173 during the three and nine months ended September 30, 2019. Total unamortized discount on this note was $180,827 as of September 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 $200,000, 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 (i) a conversion price, during the first 180 days, of $0.10 per share (the “Fixed Price”), and then (2) at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. The Company has agreed to at all times reserve and keep available out of its authorized Common Stock a number of shares equal to at least two times the full number of the TFK Conversion Shares. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. The issuance of the TFK 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 $9,198 and $15,996 during the three and nine months ended September 30, 2019. Total unamortized discount on this note was $93,575 as of September 30, 2019. Notes with Officer and Bridge 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 $12,424 and $21,606 during each of the three and nine months ended September 30, 2019. Total unamortized discount on this note was $126,393 as of September 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 Tranche #1 (“Tranche #1”) with the Bridge Investor. Tranche #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 Tranche #1 may also be converted into shares (the “Bridge SPA Conversion Shares”) of the Company’s Common Stock at any time, at (i) a conversion price, during the first 180 days, of $0.10 per share (the “Fixed Price”), and then (2) at the lower of the Fixed Price or 65% of the Company’s lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company’s traded stock price under certain circumstances. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. 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 $2,687 and $4,672 during the three and nine months ended September 30, 2019. Total unamortized discount on this note was $27,329 as of September 30, 2019. On August 6, 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #2 (“Tranche #2”) with the Bridge Investor. Tranche #2 has a principal balance of $200,000, an OID of $20,000 and debt issuance costs of $5,000, resulting in net proceeds of $175,000, with a maturity date of August 6, 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 Tranche #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 $200,000. Total amortization of the OID and discount totaled $10,036 during each of the three and nine months ended September 30, 2019. Total unamortized discount on this note was $189,963 as of September 30, 2019. Convertible Note with PointR Data, Inc. On July 22, 2019, the Company entered into a Note Purchase Agreement with PointR. Pursuant to the Note Purchase Agreement, the Company issued a Convertible Promissory Note to PointR. in the principal amount of $200,000. The Convertible Promissory Note bears interest at a rate of 8% per annum. Interest payments are due monthly on the 15th day of each calendar month (or the next business day thereafter), and are payable, at the option of the holder, either in cash or in shares of the Company’s Common Stock, valued at the closing price of the Common Stock on the principal market on which the Common Stock is either traded or quoted at such time. The Convertible Promissory Note is due and payable on demand by the holder (a) at any time after January 1, 2020 or (b) upon the occurrence of an Event of Default (as defined in the Convertible Note and the Note Purchase Agreement). All amounts outstanding under the Convertible Promissory Note will be automatically be converted into the Company’s securities issued in next equity financing raising gross proceeds of $10 million or more (a “Qualified Financing”) at the price per share paid by investors in the Qualified Financing. As the conversion feature is contingent upon a future event, the conversion feature will be evaluated under ASC 470-20 and ASC 815 when and if the Qualified Financing occurs. On November 4, 2019, the Convertible Note, with accrued interest thereon, was converted into Company’s Series A Preferred Stock and is a part of the total consideration of 84,475 Series A Preferred Stock issued to the PointR shareholders. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 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 $309,194 and $1,004,316 for the three and nine months ended September 30, 2019 as compared to $201,139 and $502,846 for the three and nine months ended September 30, 2018. 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. Stock Purchase Agreements In December 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. In December 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, Oncotelic paid Autotelic Inc. $395,150 for the right to license the use of Trabedersen (OT-101) for 5 years. On April 13, 2018, Oncotelic 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, Oncotelic recorded a charge of approximately $10,000 and $21,000 and $7,000 and $7,000 for the three and nine months ended September 30, 2019 and 2018, respectively, as amortization of the intangibles acquired. As such, Oncotelic had approximately $760,000 and $791,000 of unamortized intangibles as of September 30, 2019 and December 31, 2018, respectively. On December 31, 2018, Oncotelic 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 | 9 Months Ended |
Sep. 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 its 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 its 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 | 9 Months Ended |
Sep. 30, 2019 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation | NOTE 9 – STOCK-BASED 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 September 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 (640,573 ) 0.62 Outstanding at September 30, 2019 6,145,044 $ 0.76 The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at September 30, 2019: Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise prices Options In Years Price Exercisable $ 0.22 2,524,513 8.73 $ 0.22 2,524,513 0.38 1,162,500 7.29 0.375 1,162,500 0.51 242,966 7.70 0.51 242,966 0.58 271,224 7.08 0.58 271,224 0.73 1,025,000 6.48 0.73 1,025,000 1.37 150,000 5.81 1.37 150,000 1.43 525,000 5.66 1.43 525,000 2.60 5,280 4.76 2.60 5,280 2.79 9,760 4.26 2.79 9,760 2.95 150,000 4.63 2.95 150,000 11.88 2,359 2.26 11.88 2,359 15.00 75,000 5.66 15.00 75,000 19.80 1,442 2.09 19.80 1,442 6,145,044 7.48 $ 0.76 6,145,044 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 September 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 nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, there was no future compensation cost as all stock options are vested at September 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. On August 23, 2019, the Company entered into Employment Agreements and incentive compensation arrangements with each of its executive officers, including Dr. Vuong Trieu, the Chief Executive Officer; Dr. Fatih Uckun, the Chief Medical Officer; Dr. Chulho Park, its Chief Technology Officer; and Mr. Amit Shah, the Chief Financial Officer. Details of the agreements and the incentive compensation is described in detail in Note 9 – Commitments & Contingencies under “Employment Agreements”. The incentive stock options or the restricted stock awards granted to the Company’s executive officers have not been issued as of the date of this filing. 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 (4,865,106 ) 2.82 Outstanding at September 30, 2019 19,515,787 $ 0.60 The following table summarizes information about warrants outstanding and exercisable at September 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 3.64 $ 0.20 1,487,500 0.40 14,875,000 0.64 0.40 14,875,000 1.71 2,919,710 0.50 1.71 2,919,710 2.13 233,577 0.48 2.13 233,577 19,515,787 0.73 $ 0.60 19,515,787 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 nine months ended September 30, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 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 related to that corporate headquarters was $35,772 and $35,772 for the three and nine months ended September 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. Employment Agreements On August 23, 2019, the Company entered into Employment Agreements and incentive compensation arrangements with each of its executive officers, including Dr. Vuong Trieu, the Chief Executive Officer; Dr. Fatih Uckun, the Chief Medical Officer; Dr. Chulho Park, its Chief Technology Officer; and Mr. Amit Shah, the Chief Financial Officer. On November 18, 2019, upon review of said employment agreemen with Dr Uckun, it was observed that the agreement submitted for Dr. Uckun was the incorrect document. The Company has submitted the correct employment agreement with this Quarterly Report on Form 10Q. No compensatory terms of the earlier agreement submitted have changed. The Employment Agreements provide for annual base salaries for each year of the term, subject to review and adjustment by the Company’s Board of Directors (the “Board”) or the Compensation Committee of the Board (“Compensation Committee”) from time to time. Each Employment Agreement provides that the executive shall be eligible for an annual discretionary cash bonus expressed as a percentage the executive’s base salary, subject to their achievement of performance targets and goals established by the Board or the Compensation Committee. The Employment Agreements provide for equity awards to each executive under the terms of the Company’s stock option plans. Each Employment Agreement provides that the executive will receive a restricted stock grant of the Company’s Common Stock, par value $0.01 per share. The Company will compensate Messrs. Trieu, Uckun, Park and Shah for the taxes actually incurred on grant of the restricted shares. The restricted stock will vest fully on the one-year anniversary of employment. As of September 30, 2019, the restricted shares have yet to be issued. The Employment Agreements also provide for grants of incentive stock options to purchase shares of the Company’s Common Stock under the Stock Plan. Such options shall vest and become exercisable after one year of employment. As of September 30, 2019, the Company these options have yet to be granted. Thereafter, each Employment Agreement contemplates that the executive will be eligible to receive a comparable annual grant of restricted shares or stock options as approved by the Board or Compensation Committee and which shall contain the customary terms and provisions of such grants generally to key executives under the Stock Plan. The initial restricted stock grants and stock option grants have been set for the executives as follows: Executive Title Restricted Stock (Shares) Stock Options (Shares) Vuong Trieu Chief Executive Officer 209,302 313,953 Fatih Uckun Chief Medical Officer 186,047 279,070 Chulho Park Chief Technology Officer 162,791 244,186 Amit Shah Chief Financial Officer 148,837 223,256 The incentive stock options or the restricted stock awards granted to the Company’s executive officers have not been issued as of the date of this filing. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS Merger with PointR On August 17, 2019, the Company entered into an Agreement and Plan of Merger (the “PointR Merger Agreement”) with PointR. Upon the terms of, and subject to the satisfaction of the conditions described in, the PointR Merger Agreement, PointR would be merged with and into a newly formed subsidiary of the Company (the “PointR Merger Sub”), with PointR surviving the merger as a wholly-owned subsidiary of the Company. The merger is intended to create a publicly-traded artificial intelligence driven immuno-oncology company with a robust pipeline of first in class TGF-β immunotherapies for late stage cancers such as gliomas, pancreatic cancer and melanoma. On November 1, 2019, the Company entered into Amendment No. 1 (the “Amendment”) to the PointR Merger Agreement with PointR. The Amendment revised certain terms of the PointR Merger Agreement to provide that holders of PointR common stock would receive shares of the Company’s Preferred Stock in lieu of the Company’s Common Stock in connection with the merger. The Amendment revised the terms of the milestones for earn-out payment as well. On November 4, 2019, pursuant to the terms of the PointR Merger Agreement the Company completed the merger with PointR. On the effectiveness of the merger, the outstanding common stock of PointR immediately prior to the merger, including the conversion of a $200,000 note with accrued interest, excluding any shares of PointR held by stockholders exercising dissenters’ appraisal rights, was converted solely into the right to receive approximately 84,475 shares of the Company’s Preferred Stock. Immediately following the closing of the Merger, the former PointR security holders own approximately 23.29% of the Company’s issued and outstanding Common Stock (including any shares of Common Stock issuable upon the conversion of the Company’s Preferred Stock), and the Company’s stockholders prior to the Merger own approximately 76.71% of the Company’s issued and outstanding Common Stock (including any shares of Common Stock issuable upon conversion of the Company’s Preferred Stock). Amendments to Peak One Convertible Note and TFK Note On November 5, 2019, the Company and Peak One amended the Convertible Note under Tranche #1 to extend the date of conversion of the Convertible Note into Common Stock of the Company at 65% of the traded price of the Company’s Common Stock until January 8, 2020. This restriction did not apply if Peak One wished to convert the Convertible Note at $0.10. The Company compensated Peak One 300,000 shares of Mateon’s Common Stock for delaying the conversion until January 8, 2020. Such shares were issued to Peak One on November 18, 2019. Similarly, TFK amended the TFK Convertible Note to extend the date of conversion of the Convertible Note into Common Stock of the Company at 65% of the traded price of the Company’s Common Stock until January 8, 2020. This restriction did not apply if TFK wished to convert the Convertible Note at $0.10 per share The Company compensated TFK 300,000 shares of Mateon’s Common Stock for delaying the conversion until January 8, 2020. Such shares were issued to Peak One on November 18, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 As of September 30, 2019 and December 31, 2018, the Company held all its cash in banks. 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 September 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. (“Adhera”) in consideration for the issuance of Oncotelic’s common stock under various Securities Purchase Agreements (See Notes 7). The Company records its investments in equity securities initially at cost in accordance with Accounting Standards Codification (“ASC”) 321, Investments –Equity Securities (“ASC 321”). 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 nine months ended September 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. Carrying Fair Value Measurement Using Value 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 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 (notes convertible into common stock, 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: Nine and three months ended September 30, 2019 September 30, 2018 Convertible notes 10,000,000 - Stock options 6,145,044 6,786,000 Warrants 19,515,787 24,381,000 Potentially dilutive securities 35,660,831 31,167,000 |
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 nine months ending September 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, 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 as and 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. The new guidance requires only a one-step quantitative impairment test, whereby a goodwill impairment loss will be measured as the excess of a reporting period unit’s carrying amount over its fair value (not to exceed the total goodwill allocated to that reporting unit). It eliminates Step 2 of the current two-step goodwill impairment test, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. 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 a material 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 did not have a material 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 nine months ended September 30, 2019 and 2018 respectively, 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) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Measurements | Carrying Fair Value Measurement Using Value Level 1 Level 2 Investments in Equity Securities Adhera Therapeutics – Convertible Series E Preferred Shares $ 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: Nine and three months ended September 30, 2019 September 30, 2018 Convertible notes 10,000,000 - Stock options 6,145,044 6,786,000 Warrants 19,515,787 24,381,000 Potentially dilutive securities 35,660,831 31,167,000 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 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 outstanding at the date of the Merger. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table summarizes the balances as of September 30, 2019 and December 31, 2018, of the intangible assets acquired, their useful life, and annual amortization: September 30, 2019 Remaining Estimated Intangible asset – Intellectual Property $ 819,191 18.83 Intangible asset – Capitalization of license cost 190,989 18.83 1,010,180 Less Accumulated Amortization (72,767 ) Total $ 937,413 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 nine-month period ended September 30, 2020 $ 51,365 2021 51,365 2022 51,365 2023 51,365 2024 51,365 Thereafter 680,588 $ 937,413 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following amounts: September 30, 2019 December 31, 2018 Accounts payable $ 1,364,990 $ - Accrued expenses 264,801 - $ 1,629,791 $ - September 30, 2019 December 31, 2018 Accounts payable – related party $ 610,298 $ 283,030 |
Convertible Debentures and No_2
Convertible Debentures and Notes (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debentures | As of September 30, 2019, convertible debentures and notes, net of debt discount, consist of the following amounts: September 30, 2019 10% Convertible note payable, due April 23, 2022 – Peak One 106,425 10% Convertible note payable, due June 12, 2022 – Peak One 19,173 10% Convertible note payable, due April 23, 2022 - TFK 106,425 8% Convertible note payable, due January 1, 2020 – PointR 200,000 10% Convertible note payable, due April 23, 2022 – Related Party 38,051 10% Convertible note payable, due April 23, 2022 – Bridge Investor 8,227 10% Convertible note payable, due August 6 ,2022 – Bridge Investor 10,037 $ 488,338 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 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 (640,573 ) 0.62 Outstanding at September 30, 2019 6,145,044 $ 0.76 |
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 September 30, 2019: Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise prices Options In Years Price Exercisable $ 0.22 2,524,513 8.73 $ 0.22 2,524,513 0.38 1,162,500 7.29 0.375 1,162,500 0.51 242,966 7.70 0.51 242,966 0.58 271,224 7.08 0.58 271,224 0.73 1,025,000 6.48 0.73 1,025,000 1.37 150,000 5.81 1.37 150,000 1.43 525,000 5.66 1.43 525,000 2.60 5,280 4.76 2.60 5,280 2.79 9,760 4.26 2.79 9,760 2.95 150,000 4.63 2.95 150,000 11.88 2,359 2.26 11.88 2,359 15.00 75,000 5.66 15.00 75,000 19.80 1,442 2.09 19.80 1,442 6,145,044 7.48 $ 0.76 6,145,044 |
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 (4,865,106 ) 2.82 Outstanding at September 30, 2019 19,515,787 $ 0.60 |
Schedule of Warrants Outstanding and Exercisable | The following table summarizes information about warrants outstanding and exercisable at September 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 3.64 $ 0.20 1,487,500 0.40 14,875,000 0.64 0.40 14,875,000 1.71 2,919,710 0.50 1.71 2,919,710 2.13 233,577 0.48 2.13 233,577 19,515,787 0.73 $ 0.60 19,515,787 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Restricted Stock Grants and Stock Option Grants | The initial restricted stock grants and stock option grants have been set for the executives as follows: Executive Title Restricted Stock (Shares) Stock Options (Shares) Vuong Trieu Chief Executive Officer 209,302 313,953 Fatih Uckun Chief Medical Officer 186,047 279,070 Chulho Park Chief Technology Officer 162,791 244,186 Amit Shah Chief Financial Officer 148,837 223,256 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details Narrative) - USD ($) | Aug. 06, 2019 | Jul. 22, 2019 | Jun. 12, 2019 | Apr. 23, 2019 | Apr. 22, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Apr. 17, 2019 | Dec. 31, 2018 |
Net losses | $ (991,126) | $ (1,189,110) | $ (976,063) | $ (214,033) | $ (153,308) | $ (190,794) | $ (3,156,299) | $ (558,135) | |||||||
Working capital | (2,700,000) | (2,700,000) | $ (300,000) | ||||||||||||
Original issue discount | 711,661 | 711,661 | |||||||||||||
Deferred financing costs | 585,268 | 585,268 | $ 0 | ||||||||||||
Net proceeds from convertible debt | 936,000 | ||||||||||||||
Convertible Note One [Member] | |||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||
Original issue discount | 20,000 | ||||||||||||||
Deferred financing costs | 5,000 | ||||||||||||||
Convertible Note Two [Member] | |||||||||||||||
Principal amount | 200,000 | ||||||||||||||
Original issue discount | 20,000 | ||||||||||||||
Deferred financing costs | 5,000 | ||||||||||||||
Two Convertible Note [Member] | |||||||||||||||
Net proceeds from convertible debt | 350,000 | ||||||||||||||
Convertible Debt [Member] | PointR Data, Inc [Member] | |||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||
Net proceeds from convertible debt | $ 10,000,000 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Maturity date | Jan. 1, 2020 | ||||||||||||||
Shareholders [Member] | |||||||||||||||
Equity ownership percentage | 15.00% | ||||||||||||||
Bridge Investor [Member] | Second Traunche [Member] | |||||||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | |||||||||||||||
Principal amount | 35,556 | ||||||||||||||
Original issue discount | 3,556 | ||||||||||||||
Net proceeds from convertible debt | 32,000 | ||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Second Traunche [Member] | |||||||||||||||
Principal amount | 200,000 | ||||||||||||||
Original issue discount | 20,000 | ||||||||||||||
Deferred financing costs | 5,000 | ||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Maximum [Member] | Second Traunche [Member] | |||||||||||||||
Remaining available amount | $ 400,000 | ||||||||||||||
Chief Executive Officer [Member] | Convertible Debt [Member] | |||||||||||||||
Principal amount | 164,444 | ||||||||||||||
Original issue discount | 16,444 | ||||||||||||||
Net proceeds from convertible debt | $ 148,000 | ||||||||||||||
Third Party [Member] | Convertible Debt [Member] | |||||||||||||||
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 | 8,600,000 | ||||||||||||||
Assumed working capital | $ 1,100,000 | $ 1,100,000 | |||||||||||||
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] | Bridge Investor [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||||||||||
Principal amount | $ 400,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||||
Cash equivalents | |||||
Unrealized gains or losses on investments in equity securities | |||||
Impairment losses on long-lived assets | |||||
Revenues |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Fair Value Measurements (Details) - USD ($) | Sep. 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 Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Potentially dilutive securities | 35,660,831 | 31,167,000 | 35,660,831 | 31,167,000 |
Convertible Notes [Member] | ||||
Potentially dilutive securities | 10,000,000 | 10,000,000 | ||
Stock Options [Member] | ||||
Potentially dilutive securities | 6,145,044 | 6,786,000 | 6,145,044 | 6,786,000 |
Warrants [Member] | ||||
Potentially dilutive securities | 19,515,787 | 24,381,000 | 19,515,787 | 24,381,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Apr. 23, 2019 | Apr. 22, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Sep. 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% | ||||||
Stock price | $ 0.09 | ||||||
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 ($) | Sep. 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 $3,727,752 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock outstanding at the date of the Merger. |
Acquisitions - Schedule of Fa_2
Acquisitions - Schedule of Fair Values of Assets Acquired and Liabilities Assumed (Details) (Parenthetical) | Apr. 22, 2019USD ($) |
Merger Agreement [Member] | |
Consideration transferred | $ 3,727,752 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Apr. 22, 2019 | ||
Goodwill | $ 4,751,055 | $ 4,751,055 | ||||||
Amortization of identifiable intangible assets | $ 12,841 | $ 12,841 | $ 38,524 | $ 21,402 | ||||
Merger Agreement [Member] | ||||||||
Goodwill | [1] | $ 4,751,055 | ||||||
Merger Agreement [Member] | Oncotelic [Member] | ||||||||
Goodwill | $ 4,751,055 | |||||||
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 ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Intangible asset, gross | $ 1,010,180 | $ 1,010,180 |
Less Accumulated Amortization | (72,767) | (34,189) |
Intangible asset, net | 937,413 | 975,991 |
Intellectual Property [Member] | ||
Intangible asset, gross | $ 819,191 | $ 819,191 |
Remaining estimated useful life (years) | 18 years 9 months 29 days | 19 years 3 months 8 days |
Capitalization of License Cost [Member] | ||
Intangible asset, gross | $ 190,989 | $ 190,989 |
Remaining estimated useful life (years) | 18 years 9 months 29 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 ($) | Sep. 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 | 680,588 | |
Intangible asset, net | $ 937,413 | $ 975,991 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,364,990 | |
Accrued expenses | 264,801 | |
Accounts payable and accrued liabilities | 1,629,791 | |
Accounts payable - related party | $ 610,298 | $ 283,030 |
Convertible Debentures and No_3
Convertible Debentures and Notes (Details Narrative) - USD ($) | Nov. 04, 2019 | Aug. 06, 2019 | Jul. 22, 2019 | Jun. 12, 2019 | Apr. 23, 2019 | Apr. 17, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||||||||
Convertible notes gross | $ 1,200,000 | $ 1,200,000 | |||||||||
Initial debt discount | 800,140 | 800,140 | |||||||||
Amortization expense related to debt discount | 60,413 | 88,479 | |||||||||
Total unamortized debt discount | 711,661 | 711,661 | |||||||||
Deferred financing costs | $ 585,268 | 585,268 | $ 0 | ||||||||
Net proceeds from convertible debt | 936,000 | ||||||||||
Amortization of OID and debt issuance costs | $ 88,479 | ||||||||||
Series A Preferred Stock [Member] | PointR Shareholders [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Shares Conversion | 84,475 | ||||||||||
Convertible Debt [Member] | Bridge Investor [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total unamortized debt discount | $ 3,556 | ||||||||||
Principal amount | 35,556 | ||||||||||
Net proceeds from convertible debt | 32,000 | ||||||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Vuong Trieu [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 164,444 | ||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||
Original issue discount, percentage | 10.00% | 10.00% | 10.00% | ||||||||
Original issue discount | $ 16,444 | ||||||||||
Net proceeds from convertible debt | $ 148,000 | ||||||||||
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 | $ 12,424 | $ 21,606 | |||||||||
Unamortized interest expense | 126,393 | 126,393 | |||||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Bridge Investor [Member] | Tranche One [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 35,556 | ||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||
Original issue discount | $ 3,556 | ||||||||||
Net proceeds from convertible debt | $ 32,000 | 4,672 | 2,687 | ||||||||
Percentage of conversion price, description | (i) a conversion price, during the first 180 days, of $0.10 per share (the "Fixed Price"), and then (2) at the lower of the Fixed Price or 65% of the Company's lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||
Beneficial conversion feature, total | 28,445 | ||||||||||
Unamortized interest expense | 27,329 | 27,329 | |||||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Bridge Investor [Member] | Tranche 2 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 200,000 | ||||||||||
Maturity date | Aug. 6, 2022 | ||||||||||
Original issue discount | $ 20,000 | ||||||||||
Deferred financing costs | 5,000 | ||||||||||
Net proceeds from convertible debt | $ 175,000 | 10,036 | 10,036 | ||||||||
Percentage of conversion price, description | 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 180th day or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||
Beneficial conversion feature, total | 200,000 | ||||||||||
Unamortized interest expense | 189,963 | 189,963 | |||||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Maximum [Member] | Vuong Trieu [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of charge on penalty | 40.00% | ||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Maximum [Member] | Bridge Investor [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 400,000 | ||||||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Maximum [Member] | Bridge Investor [Member] | Tranche One [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of charge on penalty | 40.00% | ||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Maximum [Member] | Bridge Investor [Member] | Tranche 2 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of charge on penalty | 40.00% | ||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Minimum [Member] | Vuong Trieu [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of charge on penalty | 18.00% | ||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Minimum [Member] | Bridge Investor [Member] | Tranche One [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of charge on penalty | 18.00% | ||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||
Securities Purchase Agreement [Member] | Convertible Debt [Member] | Minimum [Member] | Bridge Investor [Member] | Tranche 2 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
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] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
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 | ||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||
Conversion of shares, par value | $ 0.10 | ||||||||||
Percentage of conversion price, description | (i) a conversion price, during the first 180 days, of $0.10 per share (the "Fixed Price"), and then (2) at the lower of the Fixed Price or 65% of the Company's lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. The Company has agreed, to at all times, reserve and keep available out of its authorized common stock a number of shares equal to at least two times the full number of the Tranche #1 Conversion Shares. The Company may redeem the Convertible Note at rates of 110% to 140% over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||
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 | 9,198 | 15,996 | |||||||||
Unamortized interest expense | 93,575 | 93,575 | |||||||||
Peak One [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Traunche One [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | 200,000 | ||||||||||
Peak One [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Third Traunche [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 200,000 | ||||||||||
Peak One [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Traunche Two [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
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 | ||||||||||
Net proceeds from convertible debt | 179,000 | ||||||||||
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 | 20,173 | 16,872 | |||||||||
Unamortized interest expense | 180,827 | 180,827 | |||||||||
Peak One [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
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] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 600,000 | ||||||||||
Peak One [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of charge on penalty | 18.00% | ||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||
TFK [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
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 | ||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||
Conversion of shares, par value | $ 0.10 | ||||||||||
Percentage of conversion price, description | (i) a conversion price, during the first 180 days, of $0.10 per share (the "Fixed Price"), and then (2) at the lower of the Fixed Price or 65% of the Company's lowest traded price after the first 180 days or at the lower of the Fixed Price or 55% of the Company's traded stock price under certain circumstances. The Company has agreed to at all times reserve and keep available out of its authorized common stock a number of shares equal to at least two times the full number of the TFK Conversion Shares. The Company may redeem the Convertible Note at rates of 110% to 140% rates over the principal balance dependent on certain events and redeem the value with accrued interest thereon, if any. | ||||||||||
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 | 9,198 | 15,996 | |||||||||
Unamortized interest expense | $ 93,575 | $ 93,575 | |||||||||
TFK [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
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] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of charge on penalty | 18.00% | ||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||
PointR Data, Inc [Member] | Convertible Debt [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 200,000 | ||||||||||
Maturity date | Jan. 1, 2020 | ||||||||||
Net proceeds from convertible debt | $ 10,000,000 | ||||||||||
Debt interest rate | 8.00% | ||||||||||
Debt instrument, payment terms | Interest payments are due monthly on the 15th day of each calendar month (or the next business day thereafter), and are payable, at the option of the holder, either in cash or in shares of the Company's Common Stock, valued at the closing price of the Common Stock on the principal market on which the Common Stock is either traded or quoted at such time. The Convertible Promissory Note is due and payable on demand by the holder (a) at any time after January 1, 2020 or (b) upon the occurrence of an Event of Default (as defined in the Convertible Note and the Note Purchase Agreement). |
Convertible Debentures and No_4
Convertible Debentures and Notes - Schedule of Convertible Debentures (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Convertible note payable | $ 450,287 | |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Bridge Investor [Member] | ||
Convertible note payable | 8,227 | |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Related Party [Member] | ||
Convertible note payable | 38,051 | |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Peak One [Member] | ||
Convertible note payable | 106,425 | |
10% Convertible Note Payable, Due April 23, 2022 [Member] | TFK [Member] | ||
Convertible note payable | 106,425 | |
10% Convertible Note Payable, Due June 12, 2022 [Member] | Peak One [Member] | ||
Convertible note payable | 19,173 | |
8% Convertible Note Payable, Due January 1, 2020 [Member] | PointR Data, Inc [Member] | ||
Convertible note payable | 200,000 | |
10% Convertible Note Payable, Due August 6, 2022 [Member] | Bridge Investor [Member] | ||
Convertible note payable | $ 10,037 |
Convertible Debentures and No_5
Convertible Debentures and Notes - Schedule of Convertible Debentures (Details) (Parenthetical) | Sep. 30, 2019 |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Bridge Investor [Member] | |
Interest rate | 10.00% |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Related Party [Member] | |
Interest rate | 10.00% |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Peak One [Member] | |
Interest rate | 10.00% |
10% Convertible Note Payable, Due April 23, 2022 [Member] | TFK [Member] | |
Interest rate | 10.00% |
10% Convertible Note Payable, Due June 12, 2022 [Member] | Peak One [Member] | |
Interest rate | 10.00% |
8% Convertible Note Payable, Due January 1, 2020 [Member] | PointR Data, Inc [Member] | |
Interest rate | 8.00% |
10% Convertible Note Payable, Due August 6, 2022 [Member] | Bridge Investor [Member] | |
Interest rate | 10.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 26, 2019 | Apr. 23, 2019 | Dec. 31, 2018 | Apr. 13, 2018 | Jan. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2015 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Number of shares issued during the period, value | $ 83,000 | $ 200,000 | |||||||||||
Unamortized intangible assets | $ 1,010,180 | $ 1,010,180 | $ 1,010,180 | $ 1,010,180 | |||||||||
Net proceeds from convertible debt | 936,000 | ||||||||||||
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 | $ 791,000 | 760,000 | 760,000 | |||||||||
Master Service Agreement [Member] | Autotelic Inc., [Member] | |||||||||||||
Agreement related expenses | $ 309,194 | $ 201,139 | $ 1,004,316 | $ 502,846 | |||||||||
Number of shares issued during the period | 80,772 | ||||||||||||
Shares issued price per share | $ 4 | ||||||||||||
Master Service Agreement [Member] | Autotelic Inc., [Member] | Vuong 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] | Vuong 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 | $ 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] | Vuong Trieu [Member] | |||||||||||||
Number of shares issued during the period | 189,238 | ||||||||||||
Shares issued price per share | $ 4 | ||||||||||||
Stock Purchase Agreement [Member] | Oncotelic [Member] | Vuong Trieu [Member] | |||||||||||||
Number of shares issued during the period | 189,238 | ||||||||||||
Shares issued price per share | $ 4 | $ 4 | |||||||||||
Stock Purchase Agreement [Member] | Oncotelic [Member] | Vuong 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] | Vuong Trieu [Member] | Convertible Debt [Member] | |||||||||||||
Principal amount | $ 164,444 | ||||||||||||
Original issue discount | 16,444 | ||||||||||||
Net proceeds from convertible debt | $ 148,000 |
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 | Apr. 30, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | 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] | Vuong Trieu [Member] | Oncotelic [Member] | |||||||||||||
Number of shares issued during the period | 189,238 | ||||||||||||
Shares issued price per share | $ 4 | ||||||||||||
Stock Purchase Agreement [Member] | Vuong 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 | Sep. 30, 2019 | Sep. 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 | ||
Warrants excersiable term | 8 months 23 days | 8 months 23 days | |
Number of warrants issued during period | |||
Maximum [Member] | |||
Warrants excersiable term | 5 years | 5 years | |
Minimum [Member] | |||
Warrants excersiable term | 3 years | 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) | 9 Months Ended |
Sep. 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 | (640,573) |
Options Outstanding, Ending Balance | shares | 6,145,044 |
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 | 0.62 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ / shares | $ 0.76 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Options to Purchase Shares of Common Stock Outstanding and Exercisable (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Number of Outstanding Options | 6,145,044 |
Weighted Average Remaining Life In Years | 7 years 5 months 23 days |
Weighted-Average Exercise Price | $ / shares | $ 0.76 |
Number Exercisable | 6,145,044 |
Exercise Price One [Member] | |
Exercise Prices | $ / shares | $ 0.22 |
Number of Outstanding Options | 2,524,513 |
Weighted Average Remaining Life In Years | 8 years 8 months 23 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 3 months 15 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 | 242,966 |
Weighted Average Remaining Life In Years | 7 years 8 months 12 days |
Weighted-Average Exercise Price | $ / shares | $ 0.51 |
Number Exercisable | 242,966 |
Exercise Price Four [Member] | |
Exercise Prices | $ / shares | $ 0.58 |
Number of Outstanding Options | 271,224 |
Weighted Average Remaining Life In Years | 7 years 29 days |
Weighted-Average Exercise Price | $ / shares | $ 0.58 |
Number Exercisable | 271,224 |
Exercise Price Five [Member] | |
Exercise Prices | $ / shares | $ 0.73 |
Number of Outstanding Options | 1,025,000 |
Weighted Average Remaining Life In Years | 6 years 5 months 23 days |
Weighted-Average Exercise Price | $ / shares | $ 0.73 |
Number Exercisable | 1,025,000 |
Exercise Price Six [Member] | |
Exercise Prices | $ / shares | $ 1.37 |
Number of Outstanding Options | 150,000 |
Weighted Average Remaining Life In Years | 5 years 9 months 22 days |
Weighted-Average Exercise Price | $ / shares | $ 1.37 |
Number Exercisable | 150,000 |
Exercise Price Seven [Member] | |
Exercise Prices | $ / shares | $ 1.43 |
Number of Outstanding Options | 525,000 |
Weighted Average Remaining Life In Years | 5 years 7 months 28 days |
Weighted-Average Exercise Price | $ / shares | $ 1.43 |
Number Exercisable | 525,000 |
Exercise Price Eight [Member] | |
Exercise Prices | $ / shares | $ 2.60 |
Number of Outstanding Options | 5,280 |
Weighted Average Remaining Life In Years | 4 years 9 months 3 days |
Weighted-Average Exercise Price | $ / shares | $ 2.60 |
Number Exercisable | 5,280 |
Exercise Price Nine [Member] | |
Exercise Prices | $ / shares | $ 2.79 |
Number of Outstanding Options | 9,760 |
Weighted Average Remaining Life In Years | 4 years 3 months 4 days |
Weighted-Average Exercise Price | $ / shares | $ 2.79 |
Number Exercisable | 9,760 |
Exercise Price Ten [Member] | |
Exercise Prices | $ / shares | $ 2.95 |
Number of Outstanding Options | 150,000 |
Weighted Average Remaining Life In Years | 4 years 7 months 17 days |
Weighted-Average Exercise Price | $ / shares | $ 2.95 |
Number Exercisable | 150,000 |
Exercise Price Eleven [Member] | |
Exercise Prices | $ / shares | $ 11.88 |
Number of Outstanding Options | 2,359 |
Weighted Average Remaining Life In Years | 2 years 3 months 4 days |
Weighted-Average Exercise Price | $ / shares | $ 11.88 |
Number Exercisable | 2,359 |
Exercise Price Twelve [Member] | |
Exercise Prices | $ / shares | $ 15 |
Number of Outstanding Options | 75,000 |
Weighted Average Remaining Life In Years | 5 years 7 months 28 days |
Weighted-Average Exercise Price | $ / shares | $ 15 |
Number Exercisable | 75,000 |
Exercise Price Thirteen [Member] | |
Exercise Prices | $ / shares | $ 19.80 |
Number of Outstanding Options | 1,442 |
Weighted Average Remaining Life In Years | 2 years 1 month 2 days |
Weighted-Average Exercise Price | $ / shares | $ 19.80 |
Number Exercisable | 1,442 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Warrants Activity (Details) | 9 Months Ended |
Sep. 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 | (4,865,106) |
Number of Stock Options Outstanding, ending balance | shares | 19,515,787 |
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 | 2.82 |
Weighted-Average Exercise Price, Outstanding, ending balance | $ / shares | $ 0.60 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Warrants Outstanding and Exercisable (Details) | Sep. 30, 2019$ / sharesshares |
Warrants Outstanding, Number of Warrants | 19,515,787 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 8 months 23 days |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.60 |
Warrants Exercisable, Exercisable Number of Warrants | 19,515,787 |
Exercise Price One [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 1,487,500 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years 7 months 21 days |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 1,487,500 |
Exercise Price Two [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.40 |
Warrants Outstanding, Number of Warrants | 14,875,000 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 7 months 21 days |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.40 |
Warrants Exercisable, Exercisable Number of Warrants | 14,875,000 |
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 | 6 months |
Warrants Weighted- Average Exercise Price | $ / shares | $ 1.71 |
Warrants Exercisable, Exercisable Number of Warrants | 2,919,710 |
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 | 5 months 23 days |
Warrants Weighted- Average Exercise Price | $ / shares | $ 2.13 |
Warrants Exercisable, Exercisable Number of Warrants | 233,577 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019USD ($)ft²$ / shares | Sep. 30, 2019USD ($)ft²$ / shares | Dec. 31, 2018$ / shares | |
Lease expiration date | Jun. 30, 2019 | ||
Area of facility lease | ft² | 5,275 | 5,275 | |
Rental expense | $ | $ 35,772 | $ 35,772 | |
Common stock par value | $ 0.01 | $ 0.01 | $ 0.01 |
Restricted Stock [Member] | |||
Common stock par value | $ 0.01 | $ 0.01 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Restricted Stock Grants and Stock Option Grants (Details) | 9 Months Ended |
Sep. 30, 2019shares | |
Stock options | |
Vuong Trieu [Member] | Chief Executive Officer [Member] | |
Restricted stock | 209,302 |
Stock options | 313,953 |
Fatih Uckun [Member] | Chief Medical Officer [Member] | |
Restricted stock | 186,047 |
Stock options | 279,070 |
Chulho Park [Member] | Chief Technology Officer [Member] | |
Restricted stock | 162,791 |
Stock options | 244,186 |
Amit Shah [Member] | Chief Financial Officer [Member] | |
Restricted stock | 148,837 |
Stock options | 223,256 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Nov. 05, 2019 | Nov. 04, 2019 |
Peak One Amended Convertible Note [Member] | Tranche One [Member] | ||
Subsequent Event [Line Items] | ||
Conversion of debt , amount | $ 300,000 | |
Conversion percentage | 65.00% | |
Conversion maturity date | Jan. 8, 2020 | |
Conversion price per share | $ 0.10 | |
TFK Amended Convertible Note [Member] | ||
Subsequent Event [Line Items] | ||
Conversion of debt , amount | $ 300,000 | |
Conversion percentage | 65.00% | |
Conversion maturity date | Jan. 8, 2020 | |
Conversion price per share | $ 0.10 | |
PointR Security Holders [Member] | ||
Subsequent Event [Line Items] | ||
Common stock percentage | 23.29% | |
Stockholders [Member] | ||
Subsequent Event [Line Items] | ||
Common stock percentage | 76.71% | |
PointR Merger Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Conversion of debt , amount | $ 200,000 | |
PointR Merger Agreement [Member] | Preferred Stock [Member] | ||
Subsequent Event [Line Items] | ||
Conversion of debt , shares | 84,475 |