Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 13, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Oncotelic Therapeutics, Inc. | ||
Entity Central Index Key | 0000908259 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 12,351,000 | ||
Entity Common Stock, Shares Outstanding | 91,259,112 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 474,019 | $ 81,964 |
Restricted cash | 20,000 | |
Accounts receivable | 19,748 | 149,748 |
Prepaid & other current assets | 101,869 | 41,288 |
Total current assets | 615,636 | 273,000 |
Development equipment, net of depreciation of $101,810 and $64,404 | 10,148 | 47,554 |
Intangibles, net of accumulated amortization of $136,974 and $85,608 | 873,206 | 924,572 |
In process R&D, net of accumulated amortization of $275,440 and $0 | 1,101,760 | 1,377,200 |
Goodwill | 21,062,455 | 21,062,455 |
Total assets | 23,663,205 | 23,684,781 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 2,735,805 | 2,054,983 |
Accounts payable to related party | 391,631 | 601,682 |
Contingent Consideration | 2,625,000 | 2,625,000 |
Derivative liability on Notes | 777,024 | 540,517 |
Convertible debt for clinical trial | 2,000,000 | |
Convertible debt, net of costs | 1,091,612 | 944,450 |
Convertible debt, related party, net of costs | 297,989 | 16,474 |
Private placement convertible debt, net of costs | 943,586 | |
Private placement convertible debt, related party, net of costs | 67,992 | |
Payroll Protection Plan loan | 251,733 | |
Total current liabilities | 11,182,372 | 6,783,106 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Convertible Preferred stock, $0.01 par value, 15,000,000 shares authorized; 278,188 and 278,188 shares issued and outstanding | 2,782 | 2,782 |
Common stock, $.01 par value; 150,000,000 shares authorized; 90,601,912 and 84,069,967 issued and outstanding, respectively | 906,019 | 840,700 |
Additional paid-in capital | 32,493,086 | 28,185,599 |
Accumulated deficit | (21,630,008) | (12,127,406) |
Total Oncotelic Therapeutics, Inc. stockholders' equity | 11,771,879 | 16,901,675 |
Non-controlling interests | 708,954 | |
Total stockholders' equity | 12,480,833 | 16,901,675 |
Total liabilities and stockholders' equity | $ 23,663,205 | $ 23,684,781 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Depreciation of development equipment | $ 101,810 | $ 64,404 |
Amortization of intangible assets | $ 136,974 | $ 85,608 |
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 | 278,188 | 278,188 |
Convertible Preferred stock, shares outstanding | 278,188 | 278,188 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 90,601,912 | 84,069,967 |
Common stock, shares outstanding | 90,601,912 | 84,069,967 |
In Process Research and Development [Member] | ||
Amortization of intangible assets | $ 275,440 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Service Revenue | $ 1,740,855 | |
Operating expenses: | ||
Research and development | 4,302,447 | 1,372,151 |
General and administrative | 5,023,142 | 2,938,726 |
Total operating expenses | 9,325,589 | 4,310,877 |
Loss from operations | (7,584,734) | (4,310,877) |
Other expense: | ||
Interest expense, net | (1,998,321) | (749,479) |
Change in fair value of derivative on debt | (45,051) | 191,643 |
Long term investment written off | (1,769,300) | |
Loss on debt conversion | (343,700) | |
Total other expense | (2,387,072) | (2,327,136) |
Net Loss | (9,971,806) | (6,638,013) |
Net loss attributable to non-controlling interests | 469,204 | |
Net loss attributable to Oncotelic Therapeutics, Inc | $ (9,502,602) | $ (6,638,013) |
Basic & diluted net loss per share attributable to common stock | $ (0.11) | $ (0.11) |
Basic & diluted weighted average common stock outstanding | 88,099,787 | 59,958,406 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Non-Controlling Interest [Member] | Total |
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 for services | $ 918 | 417,218 | 418,136 | |||
Common shares issued for services, shares | 91,844 | |||||
Stock-based compensation | 340,674 | 340,674 | ||||
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 | |||||
Recapitalization under reverse merger | $ 1,937 | $ 752,328 | 2,972,606 | 884 | 3,727,755 | |
Recapitalization under reverse merger, shares | 193,713 | 75,232,799 | ||||
Beneficial Conversion Feature on convertible debt and restricted common shares | $ 10,500 | 895,862 | 906,362 | |||
Beneficial Conversion Feature on convertible debt and restricted common shares, shares | 1,050,000 | |||||
Warrants issued in connection with private placement | ||||||
Common shares issued in conversion of warrants | $ 1,500 | (1,380) | 120 | |||
Common shares issued in conversion of warrants, shares | 150,000 | |||||
Non-controlling interest of Edgepoint | ||||||
Acquisition of PointR | $ 845 | 15,239,947 | 15,240,792 | |||
Acquisition of PointR, shares | 84,475 | |||||
Derivative on debt | ||||||
Common shares issued to investors | $ 6,000 | 114,000 | 120,000 | |||
Common shares issued to investors, shares | 600,000 | |||||
Net loss | (6,638,013) | (6,638,013) | ||||
Balance at Dec. 31, 2019 | $ 2,782 | $ 840,700 | 28,185,599 | (12,127,406) | 16,901,675 | |
Balance, shares at Dec. 31, 2019 | 278,188 | 84,069,967 | ||||
Stock-based compensation | 2,147,591 | 2,147,591 | ||||
Beneficial conversion feature on convertible debt | 724,278 | 724,278 | ||||
Warrants issued in connection with private placement | 427,371 | 427,371 | ||||
Common shares issued upon partial conversion of debt | $ 65,319 | 1,008,247 | 1,073,566 | |||
Common shares issued upon partial conversion of debt, shares | 6,531,945 | |||||
Non-controlling interest of Edgepoint | 1,178,158 | 469,204 | ||||
Net loss | (9,502,602) | (469,204) | (9,971,806) | |||
Balance at Dec. 31, 2020 | $ 2,782 | $ 906,019 | $ 32,493,086 | $ (21,630,008) | $ 708,954 | $ 12,480,833 |
Balance, shares at Dec. 31, 2020 | 278,188 | 90,601,912 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (9,971,806) | $ (6,638,013) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest paid in kind | 54,744 | |
Research & development expenses paid by debt | 2,000,000 | |
Amortization of debt discount and deferred finance costs | 1,320,617 | 745,973 |
Loss on debt conversion | 343,700 | |
Amortization of intangible assets | 326,806 | 51,419 |
Stock-based compensation | 2,147,591 | 340,674 |
Depreciation on development equipment | 37,406 | 9,238 |
Common shares issued to investors | 120,000 | |
Issuance of common stock in lieu of cash for services | 418,136 | |
Change in fair value of derivative | 45,051 | (191,643) |
Write off of long term investment | 1,769,300 | |
Loss on debt conversion | 343,700 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 69,419 | (78,559) |
Accounts payable and accrued expenses | 680,822 | 616,043 |
Accounts payable to related party | (210,051) | 556,742 |
Net cash used in operating activities | (2,812,001) | (2,280,690) |
Cash flows from investing activities: | ||
Cash acquired in mergers | 189,286 | |
Net cash provided by investing activities | 189,286 | |
Cash flows from financing activities: | ||
Proceeds from private placement, net of costs | 2,929,056 | |
Proceeds from Payroll Protection Plan | 250,000 | |
Proceeds from short term loan, related party, net of repayments | 20,000 | |
Proceeds from short term loan, other | 75,000 | |
Repaid to note holder | (50,000) | |
Proceeds from convertible notes payable | 1,884,000 | |
Proceeds from convertible notes payable, related party | 203,870 | |
Proceeds from sales of common stock, net of costs | 83,000 | |
Net cash provided by financing activities | 3,224,056 | 2,170,870 |
Net increase in cash and restricted cash | 412,055 | 79,466 |
Cash - beginning of period | 81,964 | 2,498 |
Cash and restricted cash - end of period | 494,019 | 81,964 |
Supplemental cash flow information: | ||
Cash paid for: Interest paid | 52,066 | |
Cash paid for: Income taxes paid | 800 | |
Non cash investing and financing activities: | ||
Common shares issued upon partial conversion of debt | 1,073,566 | |
Beneficial Conversion Feature on convertible debt and restricted common shares | 724,278 | 684,140 |
Acquisition of PointR | 15,240,792 | |
Recapitalization under reverse merger | 3,727,752 | |
Issuance of common stock for settlement of accounts payable to related party | 238,090 | |
Issuance of preferred stock for settlement of debt | $ 200,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
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 Oncotelic Therapeutics, Inc. (also d/b/a Mateon Therapeutics, Inc.) (“ Oncotelic PointR Edgepoint” Company In April 2019, Oncotelic entered into an Agreement and Plan of Merger with Oncotelic Inc. (the “ Merger Agreement Merger Sub Merger SEC In August 2019, the Company entered into an Agreement and Plan of Merger (the “ PointR Merger Agreement PointR Merger AI Amendment In February 2020, the Company formed a subsidiary, Edgepoint. Edgepoint is a start-up company that plans to develop technologies and IP related to various unmet issues within the pharma and medical device industries. The Company may spin off Edgepoint into a separate public company. The Company is a cancer immunotherapy company dedicated to the development of first in class self-immunization protocol (“ SIP DMD The Company is developing OT-101 for the various epidemics and pandemics, similar to the current corona virus (“ COVID-19 GMP In addition, the Company was paid $0.5 million for the completion of a successful in-vivo study of OT-101 in combination with Interluken 2 from Autotelic BIO Co., LTD. (“ ATB In addition, the Company is developing artemisinin. Artemisinin, purified from a plant Artemisia annua TM Consent Solicitation On June 25, 2020, the Company commenced a solicitation of shareholder consents (the “ Consent Solicitation Consent Solicitation Statement Stockholders (1) changing the name of the Company to “Oncotelic Therapeutics, Inc.” and to changing the Company’s ticker symbol (the “ Name Change (2) amending the Company’s Amended and Restated 2015 Equity Incentive Plan (the “ 2015 Plan Plan Amendment (3) increasing the authorized number of shares of Common Stock from 150,000,000 to 750,000,000 (the “ Capital Increase (4) amending and restating the certificate of incorporation for the Company (the “ Amended and Restated Certificate The Stockholders approved the Name Change, the Plan Amendment, the Capital Increase, and the Amended and Restated Certificate. In November 2020, the Company filed an amendment to its Certificate of Incorporation with the Secretary of State for the State of Delaware changing its name from “Mateon Therapeutics, Inc.” to “Oncotelic Therapeutics, Inc.” Further, in February 2021, the Company filed an amendment to its Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150,000,000 shares to 750,000,000 shares. For more details, please see Footnote 13 Subsequent Events. A notice of corporate action had been filed with the Financial Industry Regulatory Authority (“ FINRA Entry into MOU and Agreement with Windlas In August 2020 the Company executed a memorandum of understanding (the “ MOU “Windlas The ARTI-19 trial was cleared by India regulatory authorities for initiation, and registered under CTRI, and three sites had been selected. The trial was fully enrolled in December 2020. The Company and Windlas entered into a License, Development and Commercialization Agreement, dated November 10, 2020 (the “ Commercialization Agreement Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Oncotelic, PointR and Edgepoint for which there are non-controlling interests. Intercompany accounts and transactions have been eliminated in consolidation. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred net losses of approximately $22.1 million since inception of Oncotelic Inc. as the Company’s historical financial statements before the Merger have been replaced with the historical financial statements of Oncotelic Inc. prior to the Merger in the financial statements and filings. The Company also has a negative working capital of $10.6 million at December 31, 2020, of which approximately $1.3 million is attributable to assumed negative working capital of the Company and $2.6 million contingent liability of issuance of common shares of the Company to PointR shareholders upon achievement of certain milestones in accordance with the PointR Merger Agreement. The Company has negative cash flows from operations for the year ended December 31, 2020 of $2.9 million. 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 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 to cover its anticipated expenses, through either technology transfer or product sales, as well as develop AI technologies either directly or through its subsidiaries. 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. Between April 2019 and December 2019, the Company entered into various securities purchase agreements (each individually, a “ SPA SPA Note Notes In July 2019, the Company entered into a convertible note purchase agreement with PointR. Such convertible note was converted into shares of the Company upon the completion of the PointR Merger. Between July and December 2020, the Company raised gross proceeds of $3.15 million, through JH Darbie. The Company incurred $0.4 million of costs associated with the raise, of which $0.4 million was paid as direct placement fees to JH Darbie. JH Darbie and the Company are parties to a placement agent agreement, dated February 25, 2020 pursuant to which JH Darbie has the right to sell a minimum of 40 Units and a maximum of 100 Units on a best-efforts basis. The issuance and sale of the 63 Units between July and December 2020 represented the first five tranches of the JH Darbie Financing. JH Darbie also earned 6.3 Units worth of warrants as their fees. For more information on the financing. During the year ended December 31, 2020, the Company recorded a total of approximately $1.7 million in service revenues from GMP and ATB. There are no assurances that the Company would be able to generate revenues for services and/or outlicensing fees in the near future. During the year ended December 31, the Company’s CEO provided short term funding of $70,000 to the Company. The Company repaid $50,000 to the CEO before December 31, 2020. 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 the Company has 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 | 12 Months Ended |
Dec. 31, 2020 | |
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 expense 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 December 31, 2020 and 2019, respectively, the Company held all its cash in banks in the United States of America. 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 December 31, 2020 and 2019, respectively. Restricted cash consists of certificates of deposits held at banks as collateral for various purposes. Investment in Equity Securities Prior to the Merger, Oncotelic Inc. received Series E Preferred Shares of Adhera Therapeutics, Inc. (“ Adhera ASC ASC 321 ASU Debt issuance Costs and Debt discount Issuance costs are specific incremental costs that are (1) paid to third parties and (2) directly attributable to the issuance of a debt or equity instrument. The issuance costs attributable to the initial sale of the instrument are offset against the associated proceeds in the determination of the instrument’s initial net carrying amount. Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying balance sheets if related to the issuance of debt or presented as a reduction of additional paid in capital if related to the issuance of an equity instrument. The Company applied the relative fair value to allocate the issuance costs among freestanding instruments that form part of the same transaction. Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expense 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. The Company did not have any Level 1 or Level 2 assets and liabilities stated at fair value at December 31, 2020 and 2019. The derivative liabilities associated with its 2019 convertible note debt /financing (see Note 6), consisted of conversion feature derivatives at December 31, 2020 and 2019 hence are classified as Level 3 fair value measurements. The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Balance at beginning of the year ended $ 540,517 $ - New derivative liability 870,268 732,160 Reclassification to additional paid in capital from conversion of debt to common stock (678,812 ) - Change in fair value 45,051 (191,643 ) Balance at the end of the year ended $ 777,024 $ 540,517 At December 31, 2020 and 2019, respectively, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible debentures based on assumptions used in the Black-Scholes valuation model. The key valuation assumptions used consists, in part, of the price of the Company’s Common Stock, a risk free interest rate based on the yield of a Treasury note and expected volatility of the Company’s Common Stock all as of the measurement dates. The Company used the following assumptions to estimate fair value of the derivatives as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Risk free interest 0.12 % Market price of share $ 0.22 $ 0.21-0.23 Life of instrument in years 1.31 – 1.60 2.51 Volatility 147.4- 151.8 % 220.7-225.8 % Dividend yield 0 % 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the years ended December 31, 2020 and 2019, there were no transfers of financial assets or financial liabilities between the hierarchy levels. Net Income (Loss) Per Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (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: Year ended December 31, 2020 2019 Convertible notes 20,237,084 10,000,000 Stock options 3,941,301 6,145,044 Warrants 18,702,500 19,515,787 Potentially dilutive securities 42,880,885 35,660,831 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued, 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. For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. 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 years ended December 31, 2020 and 2019, 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. If the review indicates the impairment, an impairment loss would be recorded for the difference of the value recorded and the new value. For the years ended December 31, 2020 and 2019, there were no impairment losses recognized for intangible assets. 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. For the years ended December 31, 2020 and 2019, there were no impairment losses recognized for Goodwill. Derivative Financial Instruments Indexed to the Company’s Common Stock We have generally issued derivative financial instruments, such as warrants, in connection with our equity offerings. We evaluate the terms of these derivative financial instruments in order to determine their accounting treatment in our financial statements. Key considerations include whether the financial instruments are freestanding and whether they contain conditional obligations. If the warrants are freestanding, do not contain conditional obligations and meet other classification criteria, we account for the warrants as an equity instrument. However, if the warrants contain conditional obligations, then we account for the warrants as a liability until the conditional obligations are met or are no longer relevant. Because no established market prices exist for the warrants that we issue in connection with our equity offerings, we must estimate the fair value of the warrants, which is as inherently subjective as it is for stock options, and for similar reasons as noted in the stock-based compensation section above. For financial instruments which are accounted for as a liability, we report any changes in their estimated fair values as gains or losses in our Consolidated Statement of Income. 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 (“ OID ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event occurs that is not within the entity’s control could or would require net cash settlement, then the contract shall be classified as an asset or a liability. Revenue Recognition The Company recognizes revenue in accordance with ASU Under ASU 2014-9, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step process: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASU 2014-09, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company anticipates generating revenues from rendering services to other third party customers for the development of certain drug products and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period. In the case of out-licensing contracts, the Company records revenues either (i) upon achievement of certain pre-defined milestones when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or (ii) upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. Research Service Agreement between GMP and Oncotelic /Oncotelic Inc. (“ Oncotelic Entities In February 2020, Oncotelic Inc. and GMP entered into a research and services agreement (the “ Agreement Product Supplement Agreement with Autotelic BIO (“ ATB Oncotelic Inc. had entered into a license agreement in February 2018 (the “ ATB Agreement Combined Product 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. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“ FASB ASU 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 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 adopted ASU 2015-14 during the year ended December 31, 2020 as till then, no revenue was earned by the Company. In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential impact of the Update on its financial statements All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 3 - ACQUISITIONS 2019 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 Oncotelic. 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 the Company’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 Preferred; ● 41,419,934 shares of the Company’s Common Stock were issued and outstanding as of the date of the Merger; ● Oncotelic Inc.’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 Preferred, 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 Inc. are approximately 2.1 million shares of Common Stock and approximately 10,000 shares of the Series A Preferred 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 (“I”). 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 the Company’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, the Company had 82,419,967 shares of Common Stock issued and outstanding and 193,713 shares of Series A Preferred 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 the Company retained an aggregate of 41,419,934 shares of Common Stock of the Company, representing approximately 15% ownership of the post-Merger company. Therefore, upon consummation of the Merger, there was a change in control of the Company, with the former owners of Oncotelic Inc. effectively acquiring control of the Company. The Merger has been treated as a recapitalization and reverse acquisition for financial accounting purposes. As such, Oncotelic Inc. 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 Inc. before the Merger in the financial statements and filings with the SEC. The Company obtained a 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 expense 56,175 Accounts payable and other current liabilities assumed (1,391,302 ) Net liability acquired (1,152,244 ) Goodwill (a.) 4,879,999 Total purchase price (b.) $ 3,727,755 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 $3,727,755 represents the consideration transferred from the Company in the Merger and was calculated based on the number of shares of Common Stock outstanding at the date of the Merger. 2019 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 AI 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 Series A Preferred 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 Series A Preferred. 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 Series A Preferred), 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 Series A Preferred). The Company obtained a 3 rd The purchase price of approximately $17.8 million, includes $15.2 million represents the consideration transferred from the Company at the time of the merger transaction and approximately $2.6 million of contingent consideration issuable upon PointR achieving certain milestones, which could increase upto a maximum of $15 million upon achievement of such milestones. The Company issued 84,475 shares of preferred stock of the Company, related to the $15 million of consideration and including $0.2 million of short term debt repaid by the Company inclusive of accrued interest thereon, and convertible at a rate of 1,000 shares of common stock per preferred stock, and was calculated based on the purchase prices divided by the price of the common stock of the Company and does not include the $2.6 million of contingent consideration. The number of shares of common stock equivalents the Company issued to PointR stockholders, for purposes of this Annual Report on Form 10-K, is calculated pursuant to the terms of the Merger Agreement based on the Company’s common stock outstanding as of November 4, 2019, as follows: $15,205,473 divided by $0.18 = 84,474,854 shares of common stock 84,474,854 shares of common stock divided by 1000 = 84,475 shares of preferred stock Combined ownership of common stock equivalents = 360,638,491 shares PointR’s ownership of combined common stock equivalents = 23.29% The application of the acquisition method of accounting is dependent upon certain valuations and other studies, which was completed in February 2020. The purchase price allocation was adopted and the final amounts allocated to 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: Assets and Liabilities Acquired: Cash $ 6,403 Fixed Assets 56,792 Other assets assumed (excluding cash and fixed assets) 260,905 In-process research and development 1,377,200 Liabilities assumed (17,964 ) Net assets acquired 1,683,336 Goodwill 16,182,456 Purchase price $ 17,865,792 a. The primary items that generate goodwill include the value of the synergies between the acquired company and PointR 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 $17,831,427 represents the consideration transferred from the Company in the Merger and was calculated based on the number of shares of Common Stock plus the preferred shares outstanding but convertible into Common Stock outstanding at the date of the Merger and includes $2,625,000 of contingent consideration of shares issuable to PointR shareholders upon achievement of certain milestones. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 4 – GOODWILL AND INTANGIBLE ASSETS The Company completed the Merger with Oncotelic, which gave rise to Goodwill of $4,879,999. Further, the Company added goodwill of $16,182,456 upon the completion of the Merger with PointR. In general, the goodwill is tested on an annual impairment date of December 31. However, since both assets are currently being developed for various cancer and COVID-19 therapies, the Company does not believe the there are any factors or indications that the goodwill is impaired. Assignment and Assumption Agreement with Autotelic, Inc. In April 2018, Oncotelic Inc. entered into an Assignment and Assumption Agreement (the “ Assignment Agreement IP Intangible Asset Summary The following table summarizes the balances as of December 31, 2020 and 2019, respectively, of the intangible assets acquired, their useful life, and annual amortization: December 31, 2020 Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 819,191 18.00 Intangible asset – Capitalization of license cost 190,989 18.00 1,010,180 Less Accumulated Amortization (136,974 ) Total $ 873,206 December 31, 2019 Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 819,191 18.68 Intangible asset – Capitalization of license cost 190,989 18.68 1,010,180 Less Accumulated Amortization (85,608 ) Total $ 924,572 Amortization of identifiable intangible assets for the year ended December 31, 2020 and 2019 was $51,366 and $51,419, respectively. The future yearly amortization expense over the next five years and thereafter are as follows: For the years ended December 31, 2021 51,365 2022 51,365 2023 51,365 2024 51,365 2025 51,365 Thereafter 616,381 $ 873,206 In-Process Research & Development (“IPR&D”) Summary The following table summarizes the balances as of December 31, 2020 and 2019 of the IPR&D assets acquired in the PointR acquisition during the year ended December 31, 2019. The Company evaluates, on an annual basis, for any impairment and records an impairment if identified. December 31, 2020 Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 1,377,200 4 1,377,200 Less Accumulated Amortization (275,440 ) Total $ 1,101,760 December 31, 2019 Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 1,377,200 5 1,377,200 Less Accumulated Amortization - Total $ 1,377,200 Amortization of identifiable intangible assets for the years ended December 31, 2020 and 2019 was $275,441 and $0, respectively. The future yearly amortization expense over the next five years and thereafter are as follows: For the years ended December 31, 2021 275,440 2022 275,440 2023 275,440 2024 275,440 $ 1,101,760 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expense consists of the following amounts: December 31, 2020 December 31, 2019 Accounts payable $ 1,937,419 $ 1,793,033 Accrued expense 798,386 261,950 $ 2,735,805 $ 2,054,983 December 31, 2020 December 31, 2019 Accounts payable – related party $ 391,631 $ 601,682 |
Convertible Debentures. Notes a
Convertible Debentures. Notes and Other Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debentures. Notes and Other Debt | NOTE 6 – CONVERTIBLE DEBENTURES. NOTES AND OTHER DEBT As of December 31, 2020, SPAs with convertible debentures and notes, net of debt discount and including accrued interest, if any, consist of the following amounts: December 31, 2020 Convertible debentures 10% Convertible note payable, due June 12, 2022 – Peak One $ - 10% Convertible note payable, due April 23, 2022 - TFK 39,065 10% Convertible note payable, due April 23, 2022 – Related Party 14,256 10% Convertible note payable, due April 23, 2022 – Bridge Investor 69,848 10% Convertible note payable, due August 6, 2022 – Bridge Investor 168,421 291,590 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 213,046 5% Convertible note payable – Related Party 263,733 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 263,253 5% Convertible note payable – CEO, CTO & CFO 86,257 5% Convertible note payable – Bridge Investors 176,722 1,003,011 Other Debt Short term debt from CFO 25,000 Short term debt from CEO 20,000 Other short term debt – Bridge Investor 50,000 95,000 Total of debentures, notes and other debt $ 1,389,601 As of December 31, 2019, convertible debentures and notes, net of debt discount, consist of the following amounts: December 31, 2019 10% Convertible note payable, due April 23, 2022 – Peak One $ 115,623 10% Convertible note payable, due June 12, 2022 – Peak One (81,735 ) 10% Convertible note payable, due April 23, 2022 - TFK 115,623 10% Convertible note payable, due April 23, 2022 – Related Party (12,663 ) 10% Convertible note payable, due April 23, 2022 – Bridge Investor (2,748 ) 10% Convertible note payable, due August 6, 2022 – Bridge Investor 26,824 160,924 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 187,785 5% Convertible note payable – Related Party 187,785 5% Convertible note payable – Sanjay Jha (Through his family trust) 187,785 5% Convertible note payable – CEO, CTO & CFO 77,620 5% Convertible note payable – Bridge Investors 159,025 800,000 Total of notes and other debt $ 960,924 The gross principal balances on the convertible debentures listed above totaled $1,000,000 and included an initial debt discounts totaling $800,140, resulting from the recording of the original issue discount, the related financing costs, the beneficial conversion feature (“ BCF” Total amortization expense related to these debt discounts was $732,767 and $155,644 for the years ended December 31, 2020 and 2019, respectively. In addition, during the year ended December 31, 2020, we recorded additional and accelerated amortization of debt discounts, which was created from the bifurcation of the conversion option related the host hybrid instruments, of $332,351upon the partial and/or full conversion of debt by Peak One and TFK to shares of the Company’s common stock. The total unamortized debt discount at December 31, 2020, was approximately $200,205. All the above notes issued to Peak One, TFK, our CEO and the bridge investors reached the 180 days prior to the end of the three months ended March 31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 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. This gave rise to a derivative liability for the debt instrument of approximately $870,000; and correspondingly debited additional debt discounts of approximately $258,000 and interest expense of approximately $612,000. As of December 31, 2019, we had a derivative liability of approximately $541,000. The Company recorded additional derivative liability of approximately $870,000 for the year ended December 31, 2020, since the conversion option attached to certain notes became convertible into a variable number of shares of our common stock. The Company also extinguished approximately $679,000 of derivative liability following the conversion of certain notes to the Company’s common stock during the year ended December 31, 2020. Following the recognition as derivative liability of the embedded conversion options, the Company fully amortized the remaining unamortized beneficial conversion feature for approximately $232,000, recorded an initial $258,070 from the initial recognition of the debt discount following the bifurcation of the embedded conversion option. As of December 31, 2020, the Company had a derivative liability of approximately $777,000 and a change in fair value of approximately $45,100. Bridge Financing Peak One Financing On April 17, 2019, the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement Buyer Peak One Convertible Note Shares Purchase and Sale Transaction 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 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 Fixed Price 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 $84,376 for the year ended December 31, 2020. Total unamortized discount on this note was $0 as of December 31, 2020. On June 12, 2019, the Company entered into an amendment of the Purchase Agreement (“ Amendment #1 On June 12, 2019, the Buyer purchased Convertible Note Tranche #2 (“ Tranche #2 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 $55,208 for the year ended December 31, 2020. Total unamortized discount on this note was $0 as of December 31, 2020. 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 amendment put a temporary hold on Peak One to convert the debt under Tranche 1. This restriction did not apply if Peak One opted to convert the Convertible Note at $0.10. The Company compensated Peak One 300,000 shares of the Company’s Common Stock for delaying the conversion until January 18, 2020. Such shares were issued to Peak One on November 14, 2019. Non-cash compensation expense of $60,000 was recorded for such issuance. Peak One converted $200,000 of Tranche #1 out of their total debt into 2,581,945 shares of the Company during the year ended December 31, 2020.Further, Peak One converted $200,000 of Tranche #2 of their total debt into 2,000,000 shares of the Company during the year ended December 31, 2020. As such, the total outstanding debt for Peak One was $0 as of December 31, 2020. TFK Financing On April 23, 2019, the Company, entered into a Convertible Note (the “ TFK Note TFK TFK Conversion Shares 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 $81,362 for the year December 31, 2020. Total unamortized discount on this note was $3,015 as of December 31, 2020. On November 5, 2019, the Company and 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 the Company’s Common Stock for delaying the conversion until January 8, 2020. Such shares were issued to TFK on November 14, 2019. Non-cash compensation expense of $60,000 was recorded for such issuance. TFK converted $133,430 of their total debt into 1,950,000 shares of the Company during the year ended December 31, 2020. As such, the total gross outstanding debt for TFK was $66,570 as of December 31, 2020, which they fully converted after the year ended December 31, 2020. Notes with Officer and Bridge Investor On April 17, 2019, the Company entered into a Securities Purchase Agreement (the “ Bridge SPA On April 23, 2019, the Company entered into a convertible note with our Chief Executive Officer, Vuong Trieu, Ph. D. (the “ Trieu Note Trieu Conversion Shares Fixed Price 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 and beneficial conversion feature totaled $5,464 for the year ended December 31, 2020. Total unamortized discount on this note was $7,199 as of December 31, 2020. On April 23, 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #1 (“ Tranche #1 Bridge SPA Conversion Shares Fixed Price The issuance of the note resulted in a discount from the beneficial conversion feature totaling $28,445. Total amortization of the OID and discount totaled $1,344 for the year ended December 31, 2020. Total unamortized discount on this note was $1,393 as of December 31, 2020. On August 6, 2019, pursuant to the Bridge SPA the Company entered into Convertible Note Tranche #2 (“ Tranche #2 th The issuance of the note resulted in a discount from the beneficial conversion feature totaling $175,000. Total amortization of the OID and discount totaled $159,860 for the year ended December 31, 2020. Total unamortized discount on this note was $13,315 as of December 31, 2020. All the above notes issued to Peak One, TFK, our CEO and the bridge investors reached the 180 days prior to the end of the year ended December 31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 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. This gave rise to a derivative feature within the debt instrument. Convertible Note with PointR Data, Inc. In July 2019, the Company entered into a Note Purchase Agreement with PointR (the “ PointR Note Purchase Agreement PointR Convertible Note Qualified Financing In November 2019, the PointR Convertible Note, with accrued interest of $4,603 thereon, was converted into Company’s Series A Preferred Stock and is a part of the total consideration of 84,475 shares of the Company’ Series A Preferred Stock issued to the PointR shareholders upon the completion of the PointR Merger. Since the conversion occurred prior to the Qualified Financing, the Company did not have to evaluate the conversion feature under ASC 470-20 and ASC 815. Fall 2019 Debt Financing In December 2019, the Company closed its Fall 2019 Debt Financing, raising an additional $500,000 bringing the gross proceeds of all debt financings under the Fall 2019 Debt Financing to $1,000,000. The Company entered into those certain Note Purchase Agreements (the “ Fall 2019 Note Purchase Agreements Fall 2019 Notes All the Fall 2019 Notes provide for interest at the rate of 5% per annum and are unsecured. All amounts outstanding under the Fall 2019 Notes become due and payable upon the approval of the holders of a majority of the principal amount of outstanding Fall 2019 Notes (the “ Majority Holders Maturity Date The Majority Holders have the right, at any time not more than five (5) days following the Maturity Date, to elect to convert all, and not less than all, of the outstanding accrued and unpaid interest and principal on the Fall 2019 Notes. The Fall 2019 Notes may be converted, at the election of the Majority Holders, either (a) into shares of the Company’s Common Stock at a conversion price of $0.18 per share, or (b) into shares of common stock of the Edgepoint, at a conversion price of $5.00 (based on a $5.0 million pre-money valuation) of Edgepoint and 1,000,000 shares outstanding. The issuance of the Fall 2019 notes resulted in a discount from the BCF totaling $222,222 related to the conversion feature. Total amortization of the discount totaled $200,000 for the year ended December 31, 2020. Total unamortized discount on this note was $0 as of December 31, 2020. Further, the Company recorded interest expense of $49,142 on these Fall 2019 Notes for the year ended December 31, 2020. The total amount outstanding under the Fall 2019 Notes, net of discounts and including accrued interest thereon, as of December 31, 2020 and 2019 was $1,003,011 and $800,000, respectively. Paycheck Protection Program In April 2020, the Company received loan proceeds in the amount of $250,000 under the Paycheck Protection Program (“ PPP CARES SBA The Company believes it met the PPP’s loan forgiveness requirements but has not yet applied for forgiveness. When legal release is received from the SBA or lender, the Company will record the amount forgiven as forgiveness income within the other income section of its statement of operations. If any portion of the PPP loan is not forgiven, the Company will be required to repay that portion, plus interest, through the maturity date. The SBA reserves the right to audit any PPP loan, regardless of size. These audits may occur after the forgiveness has been granted. In accordance with the CARES Act, all borrowers are required to maintain their PPP loan documentation for six years after the loan was forgiven or repaid in full and to provide that documentation to the SBA upon request. GMP Note In June 2020, the Company secured $2 million in debt financing, evidenced by a one-year convertible note (the “ GMP Note The Company’s liability under GMP Note commenced to accrue when GMP first began to pay for services related to the clinical trial to our third-party clinical research organization, up to a maximum of $2 million. GMP has been invoiced by the clinical research organization for the full $2 million as of December 31, 2020 and as such the Company has recognized the liability as a convertible debt. Other short-term loans During the year ended December 31, 2020, the Company’s CEO provided additional funding of $70,000 to the Company, of which $50,000 was repaid before December 31, 2020. In addition, the Company’s CFO and the Bridge Investor provided short term loans of $25,000 and $50,000, respectively to the Company during the fourth quarter of the year ended December 31, 2020. Such loans were repaid after December 31, 2020. |
Private Placement and JH Darbie
Private Placement and JH Darbie Financing | 12 Months Ended |
Dec. 31, 2020 | |
Private Placement And Jh Darbie Financing | |
Private Placement and JH Darbie Financing | NOTE 7 - PRIVATE PLACEMENT AND JH DARBIE FINANCING During the year ended December 31, 2020, the Company entered into subscription agreements with certain accredited investors pursuant to the JH Darbie Financing, whereby the Company issued and sold a total of 63 Units, for total gross proceeds of approximately $3.15 million or $2.31 million, net of fees paid to JH Darbie pursuant to the JH Darbie Placement Agreement, with each Unit consisting of: ■ 25,000 shares of Edgepoint Common Stock for a price of $1.00 per share of Edgepoint Common Stock. ■ One convertible promissory note, convertible into up to 25,000 shares of Edgepoint Common Stock, at a conversion price of $1.00 per share or up to 138,889 shares of the Company’s Common Stock, at a conversion price of $0.18 per share. ■ 50,000 warrants to purchase an equivalent number of shares of Edgepoint Common Stock at $1.00 per share or an equivalent number of shares of the Company’s Common Stock at $0.20 per share with a three-year expiration date. As of December 31, 2020, funds received under the JH Darbie Financing, net of debt discount, consist of the following amounts: December 31, 2020 Convertible promissory notes Subscription agreements - accredited investors $ 943,586 Subscription agreements – related party 67,992 Total convertible promissory notes $ 1,011,578 The Company incurred approximately $0.5 million of issuance costs, including legal costs of approximately $39,000, that are incremental costs directly related to the issuance of the various instruments bundled in the offering. Concurrently with the sale of the Units, JH Darbie was granted, for nominal consideration, a warrant, exercisable over a five-year period, to purchase 10% of the number of Units sold in the JH Darbie Financing. As such, the Company granted 6.3 Units to JH Darbie pursuant to the JH Darbie Placement Agreement. The terms of convertible notes are summarized as follows: ■ Term: Through March 31, 2022. ■ Coupon: 16%. ■ Convertible at the option of the holder at any time in the Company’s Common Stock or Edgepoint Common Stock. ■ The conversion price is initially set at $0.18 per share for the Company’s Common Stock or $1.00 for Edgepoint Common Stock, subject to adjustment. The Company allocated the proceeds among the freestanding financial instruments that were issued in the single transaction using the relative fair value method, which affects the determination of each financial instrument initial carrying amount. The Company utilized the relative fair value method as none of the freestanding financial instruments issued as part of the single transaction are measured at fair value. Under the relative fair value method, the Company made separate estimates of the fair value of each freestanding financial instrument and then allocated the proceeds in proportion to those fair value amounts. The Company recorded non-controlling interests of approximately $1 million in Edgepoint. Non-controlling interests represent the portion of net assets in consolidated entities that are not owned by the Company and are reported as a component of equity in the consolidated balance sheets. As of the multiple closings of the Company under the private placement memorandum with JH Darbie, the estimated grant date fair value of approximately $0.20 per share associated with the warrants to purchase up to 3,465,000 shares of common stock issued in this offering, or a total of approximately $0.4 million, was recorded to additional paid-in capital on a relative fair value basis. All warrants sold in this offering had an exercise price of $0.20 per share of the Company stock or $1.00 per share of Edge Point, subject to adjustment, are exercisable immediately and expire three years from the date of issuance. The fair value of the warrants was estimated using a Black Scholes valuation models using the following input values Expected Term 1.5 years Expected volatility 168.5%-191.9 % Risk-free interest rates 0.12%-0.15 % Dividend yields 0.00 % The Company recorded an initial debt discount of approximately $0.7 million representing the intrinsic value of the conversion option embedded in the convertible debt instrument based upon the difference 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. The Company recognized amortization expense related to the debt discount and debt issuance costs of $412,318 and $0 for the years ended December 31, 2020 and 2019, respectively, which is included in interest expense in the statements of operations. See Note 13 below for more information on the JH Darbie Financing that occurred subsequent to the close of the year. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 - RELATED PARTY TRANSACTIONS Master Service Agreement with Autotelic Inc. In October 2015, Oncotelic Inc. entered into a Master Service Agreement (the “ MSA Expenses related to the MSA were $629,617 and $1,329,221 for the years ended December 31, 2020 and 2019, respectively. In January 2019, Oncotelic Inc. issued a total of 80,772 shares of its 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. Notes Payable and Short-Term Loan – Related Party In April 2019, the Company issued a convertible note to Dr. Trieu totaling $164,444, including OID of $16,444, receiving net proceeds of $148,000, which was used by the Company for working capital and general corporate purposes (See Note 6). The Company issued a Fall 2019 Note to Dr. Trieu in the principal amount of $250,000. Dr. Trieu also offset certain amounts due to him in the amount of $35,000 and was converted into the Fall 2019 debt. During the year ended December 31, 2020, Dr. Trieu provided additional short-term funding of $70,000 to the Company, of which the Company repaid $50,000 prior to December 31, 2020. During the year ended December 31, 2020, Dr. Trieu purchased a total of 5 Units under the private placement for a gross total of $250,000. Artius Consulting Agreement On March 9, 2020, the Company and Artius Bioconsulting, LLC (“ Artius Artius Agreement Artius Agreement Effective Date Under the terms of the Artius Agreement, the Company agreed to grant to Artius, subject to approval by the Company’s Board of Directors and pursuant to the Company’s 2015 Equity Incentive Plan, 148,837 restricted shares of the Company’s Common Stock, in addition to a 30% pre-financing ownership stake in EdgePoint AI. The Artius Agreement contemplates that Mr. King will generally provide his services at a rate of $237 per hour, not to exceed 44 hours per month and payable monthly, and to reimburse Mr. King for reasonable and necessary expenses incurred by him or Artius in connection with providing services to the Company. Either the Company or Artius may terminate the Artius Agreement at any time, for any reason following the Artius Agreement Effective Date. The Artius Agreement will automatically renew one year from the Artius Agreement Effective Date, unless the Parties agree to terminate the Artius Agreement at that time. The Company recorded $106,712 as expense during the year ended December 31, 2020 related to this Agreement. No similar expense was recorded in 2019. Maida Consulting Agreement Effective May 5, 2020, the Company and Dr. Anthony Maida, one of our Board and Committee members, entered into an independent consulting agreement, commencing April 1, 2020 (the “ Maida Agreement Pursuant to the terms of the Maida Agreement, the Company will grant to Dr. Maida 400,000 restricted shares or stock options of the Company’s Common Stock corresponding to $80,000 at the stock value of $0.20 per share, to vest on May 5, 2021. The Company will also pay Dr. Maida $15,000 per month for a minimum of 20 hours per week, in in addition to reimbursement of reasonable and necessary expenses incurred by Dr. Maida in connection with his services to the Company. Either the Company or Dr. Maida may terminate the Maida Agreement, for any reason, upon 30 days advance written notice. Dr. Maida was appointed the Chief Clinical Director for the Company effective July 7, 2020. As of the date of this Report, Dr. Maida continues to provide his services under the consulting agreement. The Company recorded $135,000 as expense under the consulting agreement during the year ended December 31, 2020. No similar expense was recorded during the same periods in 2019. Other compensation The Company paid $47,300 of other compensation paid to Dr Trieu, in lieu of salary and services rendered to the Company |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 9 – STOCKHOLDERS’ EQUITY The following transactions affected the Company’s Stockholders’ Equity: Equity Transactions During the Period Prior to the Merger Issuance of Common Stock In January 2019, Oncotelic Inc. 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 Inc. 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. In January 2019, Oncotelic Inc. 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. In March 2019, Oncotelic Inc. 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, and prior to the Merger, Oncotelic Inc. 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 In April 2019, pursuant to the Merger, the Company issued 193,713 shares of Series A Preferred Stock in exchange for 77,154 shares of Oncotelic Common Stock. In November 2019 the Company issued 84,475 shares of Series A Preferred Stock to PointR in exchange of 11,135,935 shares of PointR Common Stock upon the consummation of the PointR merger. Issuance of Common Stock during the year ended December 31, 2020 In February 2020, the Company issued 500,000 shares of its Common Stock to Peak One in connection with the part conversion of one of their convertible notes payable. (See Note 6). In February 2020, the Company issued 1,200,000 shares of its Common Stock to Peak One in connection with the part conversion of one of their convertible notes payable. (See Note 6) In March 2020, the Company issued 750,000 shares of its Common Stock to TFK in connection with the part conversion of the TFK Note. (See Note 6). In March 2020, the Company issued 500,000 shares of its Common Stock to Peak One in connection with the part conversion of one of their convertible notes payable. (See Note 6) In March 2020, the Company issued 1,012,145 shares of its Common Stock to TFK in connection with the part conversion of the TFK Note. (See Note 6). In June 2020, the Company issued 569,800 shares of its Common Stock to Peak One in connection with the full conversion of one of their convertible notes payable. (See Note 6) In July 2020, the Company issued 1,000,000 shares of its Common Stock to Peak One in connection with the partial conversion of Tranche 2 of their convertible notes payable. (See Note 6) In November 2020, the Company issued 500,000 shares of its Common Stock to Peak One in connection with the partial conversion of Tranche 2 of their convertible notes payable. (See Note 6) In December 2020, the Company issued 500,000 shares of its Common Stock to Peak One in connection with the full conversion of Tranche 2 of their convertible notes payable. (See Note 6) Issuance of Common Stock in 2019 In April, 2019, pursuant to the Merger, the Company issued 41,000,033 shares of Common Stock in exchange for 10,318,746 shares of Oncotelic Inc.’s common stock. (See Note 3) In April 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. (See Note 6) In June 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. (See Note 6) In June 2019, the Company issued 300,000 restricted shares of its Common Stock to Peak One with a fair value of $0.20 to extend the date of conversion of the Peak One Tranche #1 Note into Common Stock of the Company at 65% of the traded price of the Company’s Common Stock until January 18, 2020. This restriction did not apply if Peak One wished to convert the Peak One Tranche #1 Note at $0.10. The Company recorded a cost of $60,000 in lieu of such issuance. In November 2019, the Company issued 300,000 restricted shares of its Common Stock to TFK with a fair value of $0.20 to extend the date of conversion of the TFK 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 TFK Note at $0.10 per share. The Company recorded a cost of $60,000 in lieu of such issuance. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | |
Stock-Based Compensation | NOTE 10 – STOCK-BASED COMPENSATION Options Pursuant to the Merger, the Company’s Common Stock and corresponding outstanding options survived. The below information details the Company’s associated option activity pre and post-merger. As of December 31, 2020, options to purchase the Company’s Common Stock were outstanding under three stock option plans – the 2017 Equity Incentive Plan (the “ 2017 Plan 2015 Plan 2005 Plan Compensation based stock option activity for qualified and unqualified stock options for the years ended December 31, 2020 and 2019 are summarized as follows: Weighted For the year ended December 31, 2020 Average Shares Exercise Price Outstanding at January 1, 2020 6,145,044 $ 0.75 Expired or cancelled (2,203,743 ) 0.70 Outstanding at December 31, 2020 3,941,301 $ 0.78 Weighted For the year ended December 31, 2019 Average Shares Exercise Price Outstanding at January 2019 6,785,617 $ 0.75 Expired or canceled (640,573 ) 0.62 Outstanding at December 31, 2019 6,145,044 $ 0.75 The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at December 31, 2020: Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise prices Options In Years Price Exercisable $ 0.22 1,750,000 7.47 $ 0.22 1,750,000 0.38 900,000 6.03 0.38 900,000 0.73 762,500 5.22 0.73 762,500 1.37 150,000 4.55 1.37 150,000 1.43 300,000 4.41 1.43 300,000 11.88 2,359 1.00 11.88 2,359 15.00 75,000 4.41 15.00 75,000 19.80 1,442 0.83 19.80 1,442 3,941,301 6.30 $ 0.78 3,941,301 The compensation expense attributed to the issuance of the options is recognized as they are vested. The employee stock option plan stock options are generally 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 $0.22 as of December 31, 2020, which would have been received by the option holders had all option holders exercised their options as of that date. Correspondingly, the aggregate intrinsic value totaled $0 and was based on the Company’s closing stock price of $0.19 as of December 31, 2019, which would have been received by the option holders had all option holders exercised their options as of that date. As of December 31, 2020, there was no future compensation cost as all stock options vested as the compensation was fully expensed prior to the Merger and no new options have been granted since then. In April 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 Inc.’s options. Pursuant to the Merger these options were converted into Common Stock and Series A Preferred Shares in the Company. In August 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 12 – Commitments & Contingencies under “Employment Agreements”. The incentive stock options or the restricted stock awards granted to the Company’s executive officers have not been granted as of the date of this filing. Warrants Pursuant to the Merger, the Company’s Common Stock and corresponding outstanding warrants survived. The below information represents the Company’s associated warrant activity pre-merger and post-merger. In February 2020, the Company offered to cancel to all the prior warrants of the warrant holders from the 2018 debt financing and offered to reissue new warrants to such warrant holders. Out of all the warrant holders, holders of 13,750,000 warrants opted to participate in the reissuance. In addition, the Company issued 3,465,000 new warrants to certain accredited investors in connection with the financing through JH Darbie (See note 7). The issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, for the years ended December 31, 2020 and 2019, respectively are summarized as follows: Weighted- Average For the year ended December 31, 2020 Shares Exercise Price Outstanding at January 1, 2020 19,515,787 $ 0.60 Issued during the year ended December 31, 2020 17,215,000 0.20 Expired or cancelled (18,028,287 ) 0.63 Outstanding at December 31, 2020 18,702,500 $ 0.20 Weighted- For the year ended December 31, 2019 Average Shares Exercise Price Outstanding at January 1, 2019 24,380,893 $ 1.05 Expired or cancelled (4,865,106 ) 2.82 Outstanding at December 31, 2019 19,515,787 $ 0.60 The following table summarizes information about warrants outstanding and exercisable at December 31, 2020: Outstanding and exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Exercise Price Outstanding in Years Price Exercisable $ 0.20 1,487,500 2.50 $ 0.20 1,487,500 0.20 3,465,000 2.75-3.00 0.20 - 0.20 13,750,000 2.50 0.20 13,750,000 18,702,500 2.50 $ 0.20 15,237,500 The expense attributed to the issuances of the warrants was recognized as they vested/earned. These warrants were exercisable for three to five years from the grant date. There were no warrants issued during the year ended December 31, 2019. 13,750,000 warrants were issued during the year ended December 31, 2020 and the Company recorded stock-based compensation of $2,100,000 as the fair value of the warrants using a Black Scholes valuation model using the following input values. Expected Term 3 years Expected volatility 140.5 % Risk-free interest rates 1.40 % Dividend yields 0.00 % As of the closing of the Company’s July through December 31, 2020 private placement offering, the estimated grant date fair value of approximately $0.20 per share associated with the warrants to purchase up to 3,465,000 shares of common stock issued in this offering, or a total of approximately $0.4 million, was recorded to additional paid-in capital on a relative fair value basis. All warrants sold in this offering had an exercise price of $0.20 per share of the Company stock or $1.00 per share of Edge Point, subject to adjustment, are exercisable immediately and expire three years from the date of issuance. The fair value of the warrants was estimated using a Black Scholes valuation model using the following input values: Expected Term 1.5 years Expected volatility 168.5%-191.9 % Risk-free interest rates 0.13%-0.15 % Dividend yields 0.00 % The Company recorded an initial debt discount of approximately $0.7 million representing the intrinsic value of the conversion option embedded in the convertible debt instrument based upon the difference 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. The Company recognized amortization expense related to the debt discount and debt issuance costs of $412,318 for the year ended December 31, 2020, which is included in interest expense in the consolidated statements of operations. No similar expense was recorded for the same period in 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 – INCOME TAXES Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes as of December 31, 2020 and 2019 are as follows in thousands: December 31, 2020 December 31, 2019 Deferred tax assets: Stock-based compensation $ 1,164 $ 368 Assets 6,227 3,096 Liability accruals 173 7 R&D Credit 4,760 3,273 Capital Loss 528 - Deferred state tax (2,086 ) - Net operating loss carry forward 56,090 58,610 Total gross deferred tax assets 66,856 65,354 Less - valuation allowance (66,856 ) (65,364 ) Net deferred tax assets $ - $ - The Company had gross deferred tax assets of approximately $66.9 million and $65.4 million as of December 31, 2020 and 2019, respectively, which primarily relate to net operating loss carryforwards. As of December 31, 2020 and 2019, the Company had gross federal net operating loss carryforwards of approximately $237.7 million and $257.9 million, respectively, which are available to offset future taxable income, if any. The Company recorded a valuation allowance in the full amount of its net deferred tax assets since realization of such tax benefits has been determined by our management to be less likely than not. At December 31, 2020, the Company had California state gross operating loss carry-forwards of approximately $69.8 million which will expire in various amounts from 2028 through 2040. At December 31, 2020, the Company had federal research and development tax credits of approximately $3.3 million which will expire in 2021 and California state research and development tax credits of approximately $1.4 million which have no expiration date. The Company identified its federal and California state tax returns as “major” tax jurisdictions. The periods out income tax returns are subject to examination for these jurisdictions are 2016 through 2019. We believe our income tax filing positions and deductions will be sustained on audit, and we do not anticipate any adjustments that would result in a material change to our financial position. Therefore, no liabilities for uncertain income tax positions have been recorded. As of the date of this filing, the Company has not filed its 2019 and 2020 federal and state corporate income tax returns. The Company expects to file these documents as soon as practical. Portions of these carryforwards will expire through 2038, if not otherwise utilized. The Company’s utilization of net operating loss carryforwards could be subject to an annual limitation. as a result of certain past or future events, such as stock sales or other equity events constituting a “change in ownership” under the provisions of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitations could result in the expiration of net operating loss carryforwards and tax credits before they can be utilized. We have not performed a formal analysis, but we believe our ability to use such net operating losses and tax credit carryforwards will be subject to annual limitations, due to change of ownership control provisions under Section 382 and 383 of the Internal Revenue Code, which would significantly impact our ability to realize these deferred tax assets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12 – COMMITMENTS AND CONTINGENCIES Leases 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. The Company believes the office is sufficient for its current operations. 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 In August 2019, the Company entered into Employment Agreements and incentive compensation arrangements with each of its then executive officers, including Dr. Vuong Trieu, the Chief Executive Officer; Dr. Fatih Uckun, the Chief Medical Officer; Dr. Chulho Park, the Chief Technology Officer; and Mr. Amit Shah, the Chief Financial Officer. In November 2019, upon review of the said employment agreement with Dr. Uckun, it was observed that the agreement submitted for Dr. Uckun was the incorrect document and the Company filed the correct document. In January 2020, Dr. Uckun resigned from the Company. The Employment Agreements provide for annual base salaries for each year of the term, subject to review and adjustment by the Company’s Board or the Compensation Committee of the Board (the “ Compensation Committee The Employment Agreements provide for equity awards to each executive under the terms of the Companys’s stock option plans. Each Employment Agreement provides that the executive will receive a restricted stock grant of the Company’s Common Stock. The Company will compensate Messrs. Trieu, 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 December 31, 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 Plans. Such options shall vest and become exercisable after one year of employment. As of December 31, 2020, these options had 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 2015 Stock Plan. The initial restricted stock grants and stock option grants have been set for the executives as follows: Executive Title Restricted Stock Stock Options Vuong Trieu Chief Executive Officer 209,302 313,953 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 officers have not been issued as of the date of this filing. PointR Merger Consideration The total purchase price of $17,831,427 represented the consideration transferred from the Company in the PointR Merger and was calculated based on the number of shares of Common Stock plus the preferred shares outstanding but convertible into Common Stock outstanding at the date of the PointR Merger and includes $2,625,000 of contingent consideration of shares issuable to PointR shareholders, which can extend upto $15 million of contingent consideration, upon achievement of certain milestones. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 – SUBSEQUENT EVENTS Private Placement through JH Darbie & Co., Inc. As described above in Note 7 under JH Darbie & Co., Inc. Private Placement, Status of Corporate actions In January 2021, the Company filed an amendment to its Certificate of Incorporation, as amended (the “ Charter Amendment A notice of corporate action had been filed with the Financial Industry Regulatory Authority (“ FINRA |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 expense 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 December 31, 2020 and 2019, respectively, the Company held all its cash in banks in the United States of America. 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 December 31, 2020 and 2019, respectively. Restricted cash consists of certificates of deposits held at banks as collateral for various purposes. |
Investment in Equity Securities | Investment in Equity Securities Prior to the Merger, Oncotelic Inc. received Series E Preferred Shares of Adhera Therapeutics, Inc. (“ Adhera ASC ASC 321 ASU |
Debt Issuance Costs and Debt Discount | Debt issuance Costs and Debt discount Issuance costs are specific incremental costs that are (1) paid to third parties and (2) directly attributable to the issuance of a debt or equity instrument. The issuance costs attributable to the initial sale of the instrument are offset against the associated proceeds in the determination of the instrument’s initial net carrying amount. Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying balance sheets if related to the issuance of debt or presented as a reduction of additional paid in capital if related to the issuance of an equity instrument. The Company applied the relative fair value to allocate the issuance costs among freestanding instruments that form part of the same transaction. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash, accounts payable and accrued expense 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. The Company did not have any Level 1 or Level 2 assets and liabilities stated at fair value at December 31, 2020 and 2019. The derivative liabilities associated with its 2019 convertible note debt /financing (see Note 6), consisted of conversion feature derivatives at December 31, 2020 and 2019 hence are classified as Level 3 fair value measurements. The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Balance at beginning of the year ended $ 540,517 $ - New derivative liability 870,268 732,160 Reclassification to additional paid in capital from conversion of debt to common stock (678,812 ) - Change in fair value 45,051 (191,643 ) Balance at the end of the year ended $ 777,024 $ 540,517 At December 31, 2020 and 2019, respectively, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible debentures based on assumptions used in the Black-Scholes valuation model. The key valuation assumptions used consists, in part, of the price of the Company’s Common Stock, a risk free interest rate based on the yield of a Treasury note and expected volatility of the Company’s Common Stock all as of the measurement dates. The Company used the following assumptions to estimate fair value of the derivatives as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Risk free interest 0.12 % Market price of share $ 0.22 $ 0.21-0.23 Life of instrument in years 1.31 – 1.60 2.51 Volatility 147.4- 151.8 % 220.7-225.8 % Dividend yield 0 % 0 % When the Company changes its valuation inputs for measuring financial liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the years ended December 31, 2020 and 2019, there were no transfers of financial assets or financial liabilities between the hierarchy levels. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (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: Year ended December 31, 2020 2019 Convertible notes 20,237,084 10,000,000 Stock options 3,941,301 6,145,044 Warrants 18,702,500 19,515,787 Potentially dilutive securities 42,880,885 35,660,831 |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ ASC 718 For stock options issued, 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. For warrants issued in connection with fund raising activities, the Company estimates the grant date fair value of each warrant using the Black-Scholes pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the warrant, the expected volatility of the Common Stock consistent with the expected life of the warrant, risk-free interest rates and expected dividend yields of the Common Stock. If the warrants are issued upon termination or cancellation of prior issued warrants, then the Company estimates the grant date fair value of the new warrants using the Black-Scholes pricing model and evaluates whether the new warrants are deemed as equity instruments or liability instruments. If the warrants are deemed to be equity instruments, the Company records stock compensation expense and an addition to additional paid in capital. If however, the warrants are deemed to be liability instruments, then the fair value is treated as a deemed dividend and credited to additional paid in capital. |
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 years ended December 31, 2020 and 2019, 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. If the review indicates the impairment, an impairment loss would be recorded for the difference of the value recorded and the new value. For the years ended December 31, 2020 and 2019, there were no impairment losses recognized for intangible assets. |
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. For the years ended December 31, 2020 and 2019, there were no impairment losses recognized for Goodwill. |
Derivative Financial Instruments Indexed to the Company's Common Stock | Derivative Financial Instruments Indexed to the Company’s Common Stock We have generally issued derivative financial instruments, such as warrants, in connection with our equity offerings. We evaluate the terms of these derivative financial instruments in order to determine their accounting treatment in our financial statements. Key considerations include whether the financial instruments are freestanding and whether they contain conditional obligations. If the warrants are freestanding, do not contain conditional obligations and meet other classification criteria, we account for the warrants as an equity instrument. However, if the warrants contain conditional obligations, then we account for the warrants as a liability until the conditional obligations are met or are no longer relevant. Because no established market prices exist for the warrants that we issue in connection with our equity offerings, we must estimate the fair value of the warrants, which is as inherently subjective as it is for stock options, and for similar reasons as noted in the stock-based compensation section above. For financial instruments which are accounted for as a liability, we report any changes in their estimated fair values as gains or losses in our Consolidated Statement of Income. |
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 (“ OID ASC 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event occurs that is not within the entity’s control could or would require net cash settlement, then the contract shall be classified as an asset or a liability. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASU Under ASU 2014-9, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step process: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of ASU 2014-09, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company anticipates generating revenues from rendering services to other third party customers for the development of certain drug products and/or in connection with certain out-licensing agreements. In the case of services rendered for development of the drugs, revenue is recognized upon the achievement of the performance obligations or over time on a straight-line basis over the extended service period. In the case of out-licensing contracts, the Company records revenues either (i) upon achievement of certain pre-defined milestones when there is no obligation of the Company achieve any performance obligations in connection with the said pre-defined milestones, or (ii) upon achievement of the performance obligations if the milestones require the Company to provide the performance obligations. The Company occasionally collects advance payments from customers toward commitments to provide services or performance obligations, in which case the advance payment is recorded as a liability until the obligations are fulfilled and revenue is recognized. |
Research Service Agreement between GMP and Oncotelic Therapeutics Inc./Oncotelic Inc. ("Onctelic Entities"). | Research Service Agreement between GMP and Oncotelic /Oncotelic Inc. (“ Oncotelic Entities In February 2020, Oncotelic Inc. and GMP entered into a research and services agreement (the “ Agreement Product Supplement |
Agreement with Autotelic BIO ("ATB") | Agreement with Autotelic BIO (“ ATB Oncotelic Inc. had entered into a license agreement in February 2018 (the “ ATB Agreement Combined Product |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“ FASB ASU 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 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 adopted ASU 2015-14 during the year ended December 31, 2020 as till then, no revenue was earned by the Company. In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential impact of the Update on its financial statements 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) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Changes in Fair Value of Derivative Liabilities | The table below sets forth a summary of the changes in the fair value of the Company’s derivative liabilities classified as Level 3 as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Balance at beginning of the year ended $ 540,517 $ - New derivative liability 870,268 732,160 Reclassification to additional paid in capital from conversion of debt to common stock (678,812 ) - Change in fair value 45,051 (191,643 ) Balance at the end of the year ended $ 777,024 $ 540,517 |
Summary of Estimate Fair Value of Derivative Liabilities | The Company used the following assumptions to estimate fair value of the derivatives as of December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Risk free interest 0.12 % Market price of share $ 0.22 $ 0.21-0.23 Life of instrument in years 1.31 – 1.60 2.51 Volatility 147.4- 151.8 % 220.7-225.8 % Dividend yield 0 % 0 % |
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: Year ended December 31, 2020 2019 Convertible notes 20,237,084 10,000,000 Stock options 3,941,301 6,145,044 Warrants 18,702,500 19,515,787 Potentially dilutive securities 42,880,885 35,660,831 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
2019 Merger Agreement with Oncotelic, Inc [Member] | |
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 expense 56,175 Accounts payable and other current liabilities assumed (1,391,302 ) Net liability acquired (1,152,244 ) Goodwill (a.) 4,879,999 Total purchase price (b.) $ 3,727,755 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 $3,727,755 represents the consideration transferred from the Company in the Merger and was calculated based on the number of shares of Common Stock outstanding at the date of the Merger. |
2019 PointR Merger Agreement [Member] | |
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: Assets and Liabilities Acquired: Cash $ 6,403 Fixed Assets 56,792 Other assets assumed (excluding cash and fixed assets) 260,905 In-process research and development 1,377,200 Liabilities assumed (17,964 ) Net assets acquired 1,683,336 Goodwill 16,182,456 Purchase price $ 17,865,792 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Intangible Assets | The following table summarizes the balances as of December 31, 2020 and 2019, respectively, of the intangible assets acquired, their useful life, and annual amortization: December 31, 2020 Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 819,191 18.00 Intangible asset – Capitalization of license cost 190,989 18.00 1,010,180 Less Accumulated Amortization (136,974 ) Total $ 873,206 December 31, 2019 Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 819,191 18.68 Intangible asset – Capitalization of license cost 190,989 18.68 1,010,180 Less Accumulated Amortization (85,608 ) Total $ 924,572 |
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 years ended December 31, 2021 51,365 2022 51,365 2023 51,365 2024 51,365 2025 51,365 Thereafter 616,381 $ 873,206 |
In Process Research and Development [Member] | |
Schedule of Intangible Assets | The Company evaluates, on an annual basis, for any impairment and records an impairment if identified. December 31, 2020 Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 1,377,200 4 1,377,200 Less Accumulated Amortization (275,440 ) Total $ 1,101,760 December 31, 2019 Remaining Estimated Useful Life (Years) Intangible asset – Intellectual Property $ 1,377,200 5 1,377,200 Less Accumulated Amortization - Total $ 1,377,200 |
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 years ended December 31, 2021 275,440 2022 275,440 2023 275,440 2024 275,440 $ 1,101,760 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expense consists of the following amounts: December 31, 2020 December 31, 2019 Accounts payable $ 1,937,419 $ 1,793,033 Accrued expense 798,386 261,950 $ 2,735,805 $ 2,054,983 December 31, 2020 December 31, 2019 Accounts payable – related party $ 391,631 $ 601,682 |
Convertible Debentures. Notes_2
Convertible Debentures. Notes and Other Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debentures | As of December 31, 2020, SPAs with convertible debentures and notes, net of debt discount and including accrued interest, if any, consist of the following amounts: December 31, 2020 Convertible debentures 10% Convertible note payable, due June 12, 2022 – Peak One $ - 10% Convertible note payable, due April 23, 2022 - TFK 39,065 10% Convertible note payable, due April 23, 2022 – Related Party 14,256 10% Convertible note payable, due April 23, 2022 – Bridge Investor 69,848 10% Convertible note payable, due August 6, 2022 – Bridge Investor 168,421 291,590 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 213,046 5% Convertible note payable – Related Party 263,733 5% Convertible note payable – Dr. Sanjay Jha (Through his family trust) 263,253 5% Convertible note payable – CEO, CTO & CFO 86,257 5% Convertible note payable – Bridge Investors 176,722 1,003,011 Other Debt Short term debt from CFO 25,000 Short term debt from CEO 20,000 Other short term debt – Bridge Investor 50,000 95,000 Total of debentures, notes and other debt $ 1,389,601 As of December 31, 2019, convertible debentures and notes, net of debt discount, consist of the following amounts: December 31, 2019 10% Convertible note payable, due April 23, 2022 – Peak One $ 115,623 10% Convertible note payable, due June 12, 2022 – Peak One (81,735 ) 10% Convertible note payable, due April 23, 2022 - TFK 115,623 10% Convertible note payable, due April 23, 2022 – Related Party (12,663 ) 10% Convertible note payable, due April 23, 2022 – Bridge Investor (2,748 ) 10% Convertible note payable, due August 6, 2022 – Bridge Investor 26,824 160,924 Fall 2019 Notes 5% Convertible note payable – Stephen Boesch 187,785 5% Convertible note payable – Related Party 187,785 5% Convertible note payable – Sanjay Jha (Through his family trust) 187,785 5% Convertible note payable – CEO, CTO & CFO 77,620 5% Convertible note payable – Bridge Investors 159,025 800,000 Total of notes and other debt $ 960,924 |
Private Placement and JH Darb_2
Private Placement and JH Darbie Financing (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Private Placement And Jh Darbie Financing | |
Schedule of Funds Received Under the Subscription Agreement | As of December 31, 2020, funds received under the JH Darbie Financing, net of debt discount, consist of the following amounts: December 31, 2020 Convertible promissory notes Subscription agreements - accredited investors $ 943,586 Subscription agreements – related party 67,992 Total convertible promissory notes $ 1,011,578 |
Schedule of Fair Value Warrants Estimated Using Black Scholes Valuation Model | The fair value of the warrants was estimated using a Black Scholes valuation models using the following input values Expected Term 1.5 years Expected volatility 168.5%-191.9 % Risk-free interest rates 0.12%-0.15 % Dividend yields 0.00 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Compensation Based Stock Option Activity | Compensation based stock option activity for qualified and unqualified stock options for the years ended December 31, 2020 and 2019 are summarized as follows: Weighted For the year ended December 31, 2020 Average Shares Exercise Price Outstanding at January 1, 2020 6,145,044 $ 0.75 Expired or cancelled (2,203,743 ) 0.70 Outstanding at December 31, 2020 3,941,301 $ 0.78 Weighted For the year ended December 31, 2019 Average Shares Exercise Price Outstanding at January 2019 6,785,617 $ 0.75 Expired or canceled (640,573 ) 0.62 Outstanding at December 31, 2019 6,145,044 $ 0.75 |
Schedule of Options to Purchase Shares of Common Stock Outstanding and Exercisable | The following table summarizes information about options to purchase shares of the Company’s Common Stock outstanding and exercisable at December 31, 2020: Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise prices Options In Years Price Exercisable $ 0.22 1,750,000 7.47 $ 0.22 1,750,000 0.38 900,000 6.03 0.38 900,000 0.73 762,500 5.22 0.73 762,500 1.37 150,000 4.55 1.37 150,000 1.43 300,000 4.41 1.43 300,000 11.88 2,359 1.00 11.88 2,359 15.00 75,000 4.41 15.00 75,000 19.80 1,442 0.83 19.80 1,442 3,941,301 6.30 $ 0.78 3,941,301 |
Schedule of Warrants Activity | The issuance of warrants to purchase shares of the Company’s Common Stock, including those attributed to debt issuances, for the years ended December 31, 2020 and 2019, respectively are summarized as follows: Weighted- Average For the year ended December 31, 2020 Shares Exercise Price Outstanding at January 1, 2020 19,515,787 $ 0.60 Issued during the year ended December 31, 2020 17,215,000 0.20 Expired or cancelled (18,028,287 ) 0.63 Outstanding at December 31, 2020 18,702,500 $ 0.20 Weighted- For the year ended December 31, 2019 Average Shares Exercise Price Outstanding at January 1, 2019 24,380,893 $ 1.05 Expired or cancelled (4,865,106 ) 2.82 Outstanding at December 31, 2019 19,515,787 $ 0.60 |
Schedule of Warrants Outstanding and Exercisable | The following table summarizes information about warrants outstanding and exercisable at December 31, 2020: Outstanding and exercisable Weighted- Weighted- Average Average Number Remaining Life Exercise Number Exercise Price Outstanding in Years Price Exercisable $ 0.20 1,487,500 2.50 $ 0.20 1,487,500 0.20 3,465,000 2.75-3.00 0.20 - 0.20 13,750,000 2.50 0.20 13,750,000 18,702,500 2.50 $ 0.20 15,237,500 |
Schedule of Black Scholes Valuation Allowance Model of Warrants | Expected Term 3 years Expected volatility 140.5 % Risk-free interest rates 1.40 % Dividend yields 0.00 % |
Private Placement [Member] | |
Schedule of Black Scholes Valuation Allowance Model of Warrants | The fair value of the warrants was estimated using a Black Scholes valuation model using the following input values: Expected Term 1.5 years Expected volatility 168.5%-191.9 % Risk-free interest rates 0.13%-0.15 % Dividend yields 0.00 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of Net Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes as of December 31, 2020 and 2019 are as follows in thousands: December 31, 2020 December 31, 2019 Deferred tax assets: Stock-based compensation $ 1,164 $ 368 Assets 6,227 3,096 Liability accruals 173 7 R&D Credit 4,760 3,273 Capital Loss 528 - Deferred state tax (2,086 ) - Net operating loss carry forward 56,090 58,610 Total gross deferred tax assets 66,856 65,354 Less - valuation allowance (66,856 ) (65,364 ) Net deferred tax assets $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 Stock Options Vuong Trieu Chief Executive Officer 209,302 313,953 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 ($) | Dec. 31, 2020 | Dec. 30, 2020 | Feb. 25, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 28, 2021 | Aug. 31, 2020 | Aug. 30, 2020 | Jun. 25, 2020 | Jun. 24, 2020 |
Net losses | $ (9,502,602) | $ (6,638,013) | |||||||||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Number of warrant to purchase shares of common stock | 15,237,500 | 15,237,500 | 15,237,500 | ||||||||||
Working capital | $ (10,600,000) | $ (10,600,000) | $ (10,600,000) | ||||||||||
Contingent liability | 2,600,000 | 2,600,000 | 2,600,000 | ||||||||||
Proceeds from private placement | 2,929,056 | ||||||||||||
Cash flows from operations | (2,812,001) | (2,280,690) | |||||||||||
Service Revenue | 1,740,855 | ||||||||||||
Vuong Trieu, CEO [Member] | |||||||||||||
Funded amount | 70,000 | 70,000 | 70,000 | ||||||||||
Payment of related party debt | $ 50,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Common stock, shares authorized | 750,000,000 | 150,000,000 | |||||||||||
JH Darbie & Co., Inc. [Member] | |||||||||||||
Proceeds from private placement | $ 3,150,000 | $ 1,850,000 | |||||||||||
Number of shares issued and sold | 63 | 3.7 | |||||||||||
Payment of direct placement fees | $ 400,000 | ||||||||||||
Placement agent fees | 400,000 | $ 200,000 | |||||||||||
JH Darbie & Co., Inc. [Member] | Maximum [Member] | |||||||||||||
Number of shares issued and sold | 100 | ||||||||||||
GMP and Autotelic BIO [Member] | |||||||||||||
Service Revenue | 1,700,000 | ||||||||||||
Supplemental Agreement [Member] | Oncotelic, Inc. [Member] | |||||||||||||
Payment for services | $ 500,000 | ||||||||||||
Supplemental Agreement [Member] | Golden Mountain Partners LLC [Member] | |||||||||||||
Payment for services | 1,200,000 | ||||||||||||
Debt financing | $ 2,000,000 | ||||||||||||
Restated 2015 Equity Incentive Plan [Member] | Common Stock [Member] | |||||||||||||
Increase the number of shares of Common Stock available for issuance | 27,250,000 | 7,250,000 | |||||||||||
Increasing the maximum number of stock awards | 1,000,000 | 500,000 | |||||||||||
Common stock, shares authorized | 750,000,000 | 150,000,000 | |||||||||||
Restated 2015 Equity Incentive Plan [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||||||
Common stock, shares authorized | 750,000,000 | ||||||||||||
Since Inception Date [Member] | |||||||||||||
Net losses | 22,100,000 | ||||||||||||
Assumed working capital | $ (1,300,000) | $ (1,300,000) | $ (1,300,000) | ||||||||||
Securities Purchase Agreement [Member] | Two Notes Payable [Member] | |||||||||||||
Proceeds from notes payable | $ 2,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash equivalents | ||
Impairment losses on long-lived assets | ||
Impairment losses on intangible assets | ||
Impairment losses on goodwill | ||
Reimbursement of actual costs | 40,000 | |
Revenue | 1,740,855 | |
in-Vivo [Member] | ||
Revenue | 500,000 | |
Oncotelic, Inc. [Member] | ||
Due to related parties | 500,000 | |
ATB Agreement [Member] | Japan, China, Brazil, Mexico, Russia and Korea [Member] | ||
Marketing approval received value | 1,000,000 | |
ATB Agreement [Member] | Germany, France, Spain, Italy and UK [Member] | ||
Marketing approval received value | 2,000,000 | |
Golden Mountain Partners LLC [Member] | Research Service Agreement [Member] | ||
Service fees | 300,000 | |
Golden Mountain Partners LLC [Member] | Supplement Research Service Agreement [Member] | ||
Service fees | 900,000 | |
Autotelic BIO [Member] | ATB Agreement [Member] | ||
Revenue | $ 500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Changes in Fair Value of Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 540,517 | |
New derivative liability | 870,268 | 732,160 |
Reclassification to additional paid in capital from conversion of debt to common stock | (678,812) | |
Change in fair value | 45,051 | (191,643) |
Ending balance | $ 777,024 | $ 540,517 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Estimate Fair Value of Derivative Liabilities (Details) | 12 Months Ended | |
Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares | |
Market price per share | $ 0.22 | |
Minimum [Member] | ||
Market price per share | $ 0.21 | |
Maximum [Member] | ||
Market price per share | $ 0.23 | |
Risk Free Interest Rate [Member] | ||
Derivative liability, measurement input | 0.12 | 0 |
Life of Instrument in Years [Member] | ||
Derivative liability, measurement input term | 2 years 6 months 3 days | |
Life of Instrument in Years [Member] | Minimum [Member] | ||
Derivative liability, measurement input term | 1 year 3 months 22 days | |
Life of Instrument in Years [Member] | Maximum [Member] | ||
Derivative liability, measurement input term | 1 year 7 months 6 days | |
Volatility [Member] | Minimum [Member] | ||
Derivative liability, measurement input | 147.4 | 220.7 |
Volatility [Member] | Maximum [Member] | ||
Derivative liability, measurement input | 151.8 | 225.8 |
Dividend Yield [Member] | ||
Derivative liability, measurement input | 0 | 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Potentially dilutive securities | 42,880,885 | 35,660,831 |
Convertible Notes [Member] | ||
Potentially dilutive securities | 20,237,084 | 10,000,000 |
Stock Options [Member] | ||
Potentially dilutive securities | 3,941,301 | 6,145,044 |
Warrants [Member] | ||
Potentially dilutive securities | 18,702,500 | 19,515,787 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Nov. 04, 2020 | Apr. 23, 2020 | Apr. 22, 2020 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Apr. 21, 2020 | |
Common stock, par value | $ 0.01 | $ 0.01 | ||||||
Common stock, shares issued | 84,069,967 | 90,601,912 | ||||||
Common stock, shares outstanding | 84,069,967 | 90,601,912 | ||||||
Number of preferred stock for acquisitions, value | $ 15,240,792 | |||||||
Shareholders [Member] | ||||||||
Common stock, shares outstanding | 41,419,934 | |||||||
Equity ownership percentage | 15.00% | |||||||
Stock price | $ 0.09 | |||||||
Common Stock [Member] | ||||||||
Conversion of shares | 1,050,000 | |||||||
Number of shares issued during the period | 20,750 | |||||||
Shares to be issued during period preferred stock | 20,750 | |||||||
Number of preferred stock for acquisitions | ||||||||
Number of preferred stock for acquisitions, value | ||||||||
Preferred Stock [Member] | ||||||||
Conversion of shares | ||||||||
Number of shares issued during the period | ||||||||
Shares to be issued during period preferred stock | ||||||||
Number of preferred stock for acquisitions | 84,475 | |||||||
Number of preferred stock for acquisitions, value | $ 845 | |||||||
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 | ||||||
Purchase price | [1] | $ 3,727,755 | ||||||
Merger Agreement [Member] | PointR [Member] | ||||||||
Stock price | $ 0.18 | |||||||
Conversion of stock, value | $ 200,000 | |||||||
Conversion of stock, shares | 84,475 | |||||||
Purchase price | $ 17,865,792 | |||||||
Consideration transferred | 15,200,000 | |||||||
Contingent consideration | $ 2,600,000 | |||||||
Number of preferred stock for acquisitions | 84,475 | |||||||
Number of preferred stock for acquisitions, value | $ 15,000,000 | |||||||
Repayment of short term debt | 200,000 | |||||||
Merger Agreement [Member] | PointR [Member] | Minimum [Member] | ||||||||
Contingent consideration | 15,000,000 | |||||||
Merger Agreement [Member] | Shareholders [Member] | PointR [Member] | ||||||||
Purchase price | 17,831,427 | |||||||
Contingent consideration | $ 2,625,000 | |||||||
Merger Agreement [Member] | Security Holders [Member] | PointR [Member] | ||||||||
Equity ownership percentage | 23.29% | |||||||
Merger Agreement [Member] | Stockholders [Member] | PointR [Member] | ||||||||
Equity ownership percentage | 76.71% | |||||||
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 | 41,000,033 | ||||||
Common stock, shares outstanding | 10,318,746 | |||||||
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 Preferred Stock [Member] | ||||||||
Conversion of shares | 0.01877292 | |||||||
Merger Agreement [Member] | Series A Preferred Stock [Member] | Oncotelic [Member] | ||||||||
Conversion of shares | 193,713 | |||||||
Number of shares issued during the period | 77,154 | |||||||
Shares to be issued during period preferred stock | 77,154 | |||||||
Merger Agreement [Member] | Series A Preferred Stock [Member] | Oncotelic [Member] | Former Shareholders [Member] | ||||||||
Number of shares issued during the period | 10,000 | |||||||
Shares to be issued during period preferred stock | 10,000 | |||||||
Merger Agreement [Member] | Series A Convertible Preferred Stock [Member] | Oncotelic [Member] | ||||||||
Conversion of shares | 193,713 | 193,713 | ||||||
Conversion of shares, par value | $ 0.01 | |||||||
Number of shares issued during the period | 77,154 | |||||||
Shares to be issued during period preferred stock | 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 | ||||||
Merger Agreement [Member] | Common Stock [Member] | PointR [Member] | ||||||||
Equity ownership percentage | 23.29% | |||||||
Stock price | $ 0.18 | |||||||
Conversion of stock, shares | 1,000 | |||||||
Number of preferred stock for acquisitions | 84,474,854 | |||||||
Number of preferred stock for acquisitions, value | $ 15,205,473 | |||||||
Common stock equivalents | $ 360,638,491 | |||||||
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] | ||||||||
Number of shares issued during the period | 2,100,000 | |||||||
Shares to be issued during period preferred stock | 2,100,000 | |||||||
Merger Agreement [Member] | Preferred Stock [Member] | PointR [Member] | ||||||||
Conversion of stock, shares | 1,000 | |||||||
Contingent consideration | $ 2,600,000 | |||||||
Number of preferred stock for acquisitions | 84,475 | |||||||
[1] | The total purchase price of $3,727,755 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock outstanding at the date of the Merger. |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Dec. 31, 2020 | Nov. 04, 2020 | Apr. 22, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | |
Goodwill | $ 21,062,455 | $ 21,062,455 | ||||
Merger Agreement [Member] | ||||||
Cash | $ 182,883 | |||||
Prepaid expense | 56,175 | |||||
Accounts payable and other current liabilities assumed | (1,391,302) | |||||
Net assets/ liability acquired | (1,152,244) | |||||
Goodwill | [1] | 4,879,999 | ||||
Total purchase price | [2] | $ 3,727,755 | ||||
Merger Agreement [Member] | PointR [Member] | ||||||
Cash | $ 6,403 | |||||
Fixed Assets | 56,792 | |||||
Other assets assumed (excluding cash and fixed assets) | 260,905 | |||||
In-process research and development | 1,377,200 | |||||
Liabilities assumed | (17,964) | |||||
Net assets/ liability acquired | 1,683,336 | |||||
Goodwill | 16,182,456 | $ 16,182,456 | ||||
Total purchase price | $ 17,865,792 | |||||
[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 $3,727,755 represents the consideration transferred from Mateon in the Merger and was calculated based on the number of shares of Common Stock outstanding at the date of the Merger. |
Acquisitions - Schedule of Fa_2
Acquisitions - Schedule of Fair Values of Assets Acquired and Liabilities Assumed (Details) (Parenthetical) | Apr. 22, 2021USD ($) |
Merger Agreement [Member] | Oncotelic, Inc. [Member] | |
Consideration transferred | $ 3,727,755 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details Narrative) - USD ($) | Nov. 04, 2020 | Apr. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 22, 2020 | Aug. 31, 2019 | |
Goodwill | $ 21,062,455 | $ 21,062,455 | |||||
Shares issued during the period for acquisition | 15,240,792 | ||||||
Amortization of identifiable intangible assets | 326,806 | 51,419 | |||||
In Process Research and Development [Member] | |||||||
Amortization of identifiable intangible assets | 275,441 | $ 0 | |||||
Merger Agreement [Member] | |||||||
Goodwill | [1] | $ 4,879,999 | |||||
Merger Agreement [Member] | PointR [Member] | |||||||
Goodwill | $ 16,182,456 | $ 16,182,456 | |||||
Shares issued during the period for acquisition, shares | 84,475 | ||||||
Shares issued during the period for acquisition | $ 15,000,000 | ||||||
Merger Agreement [Member] | Oncotelic [Member] | |||||||
Goodwill | $ 4,879,999 | ||||||
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. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible asset, gross | $ 1,010,180 | $ 1,010,180 |
Less Accumulated Amortization | (136,974) | (85,608) |
Intangible asset, net | 873,206 | 924,572 |
Intellectual Property [Member] | ||
Intangible asset, gross | $ 819,191 | $ 819,191 |
Remaining estimated useful life (years) | 18 years | 18 years 8 months 5 days |
Capitalization of License Cost [Member] | ||
Intangible asset, gross | $ 190,989 | $ 190,989 |
Remaining estimated useful life (years) | 18 years | 18 years 8 months 5 days |
Intellectual Property [Member] | ||
Intangible asset, gross | $ 1,377,200 | $ 1,377,200 |
Remaining estimated useful life (years) | 4 years | 5 years |
In Process Research and Development [Member] | ||
Intangible asset, gross | $ 1,377,200 | $ 1,377,200 |
Less Accumulated Amortization | (275,440) | 0 |
Intangible asset, net | $ 1,101,760 | $ 1,377,200 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Amortization of Expense for Intangible Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
2021 | $ 51,365 | |
2022 | 51,365 | |
2023 | 51,365 | |
2024 | 51,365 | |
2025 | 51,365 | |
Thereafter | 616,381 | |
Intangible asset, net | 873,206 | $ 924,572 |
In Process Research and Development [Member] | ||
2021 | 275,440 | |
2022 | 275,440 | |
2023 | 275,440 | |
2024 | 275,440 | |
Intangible asset, net | $ 1,101,760 | $ 1,377,200 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,937,419 | $ 1,793,033 |
Accrued expense | 798,386 | 261,950 |
Accounts payable and accrued liabilities | 2,735,805 | 2,054,983 |
Accounts payable - related party | $ 391,631 | $ 601,682 |
Convertible Debentures. Notes_3
Convertible Debentures. Notes and Other Debt (Details Narrative) - USD ($) | Dec. 30, 2020 | Nov. 05, 2019 | Nov. 05, 2019 | Aug. 06, 2019 | Jun. 12, 2019 | Apr. 23, 2019 | Apr. 23, 2019 | Apr. 17, 2019 | Jun. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||||||||||||||
Convertible notes gross | $ 1,000,000 | $ 1,000,000 | |||||||||||||||
Initial debt discount | 800,140 | 800,140 | |||||||||||||||
Amortization expense related to debt discount | 732,767 | $ 155,644 | |||||||||||||||
Unamortized debt discount | 200,205 | 200,205 | |||||||||||||||
Derivative liability | 777,000 | 777,000 | |||||||||||||||
Beneficial conversion feature, total | 724,278 | 684,140 | |||||||||||||||
Change in fair value of derivative liability | (45,051) | 191,643 | |||||||||||||||
Net proceeds from convertible debt | 1,884,000 | ||||||||||||||||
Amortization of OID and debt issuance costs | 1,320,617 | 745,973 | |||||||||||||||
Non-cash compensation expense | 2,147,591 | 340,674 | |||||||||||||||
Conversion of debt, amount | 1,073,566 | ||||||||||||||||
Accrued interest | 1,003,011 | 800,000 | |||||||||||||||
TFK Investments, LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 66,570 | $ 66,570 | |||||||||||||||
Conversion of debt, shares | 1,950,000 | ||||||||||||||||
Conversion of debt, amount | $ 133,430 | ||||||||||||||||
Series A Preferred Stock [Member] | PointR Shareholders [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Accrued interest | $ 4,603 | ||||||||||||||||
Shares conversion | 84,475 | ||||||||||||||||
Tranche One [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Conversion of debt, shares | 2,581,945 | ||||||||||||||||
Conversion of debt, amount | $ 200,000 | ||||||||||||||||
Tranche Two [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Conversion of debt, shares | 2,000,000 | ||||||||||||||||
Conversion of debt, amount | $ 200,000 | ||||||||||||||||
Fall 2019 Debt Financing [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Gross proceeds from convertible debt | $ 500,000 | ||||||||||||||||
Debt financing | 1,000,000 | 1,000,000 | |||||||||||||||
Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt discount | 0 | 0 | |||||||||||||||
Debt instrument, conversion description | The Majority Holders have the right, at any time not more than five (5) days following the Maturity Date, to elect to convert all, and not less than all, of the outstanding accrued and unpaid interest and principal on the Fall 2019 Notes. The Fall 2019 Notes may be converted, at the election of the Majority Holders, either (a) into shares of the Company's Common Stock at a conversion price of $0.18 per share, or (b) into shares of common stock of the Edgepoint, at a conversion price of $5.00 (based on a $5.0 million pre-money valuation) of Edgepoint and 1,000,000 shares outstanding. | ||||||||||||||||
Beneficial conversion feature, total | 222,222 | ||||||||||||||||
Amortization of OID and debt issuance costs | 200,000 | ||||||||||||||||
Debt interest rate | 5.00% | ||||||||||||||||
Description on debt instrument | All amounts outstanding under the Fall 2019 Notes become due and payable upon the approval of the holders of a majority of the principal amount of outstanding Fall 2019 Notes (the "Majority Holders") on or after (a) November 23, 2020 or (b) the occurrence of an event of default (either, the "Maturity Date"). The Company may prepay the Fall 2019 Notes at any time. Events of default under the Fall 2019 Notes include failure to make payments under the Fall 2019 Notes within thirty (30) days of the date due, failure to observe of the Fall 2019 Note Purchase Agreement or Fall 2019 Notes which is not cured within thirty (30) days of notice of the breach, bankruptcy, or a change in control of the Company (as defined in the Fall 2019 Note Purchase Agreement). | ||||||||||||||||
Interest expense | 49,142 | ||||||||||||||||
GMP Note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt issuance cost | $ 2,000,000 | ||||||||||||||||
Debt interest rate | 2.00% | ||||||||||||||||
Debt financing | $ 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||
Debt term | 1 year | ||||||||||||||||
Payment for services | 2,000,000 | ||||||||||||||||
Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt discount | $ 20,000 | 0 | 0 | ||||||||||||||
Debt instrument, conversion 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 | ||||||||||||||||
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% | ||||||||||||||||
Debt issuance cost | $ 5,000 | ||||||||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||||||||
Description of violation or event of default | 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. | ||||||||||||||||
Beneficial conversion feature, excluding discount | $ 52,285 | ||||||||||||||||
Number of restricted stock issued, value | 32,285 | ||||||||||||||||
Amortization of OID and debt issuance costs | 84,376 | ||||||||||||||||
Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 400,000 | ||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||
Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||||||||
Convertible Debt [Member] | Peak One Opportunity Fund, L.P [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 0 | 0 | |||||||||||||||
Convertible Debt [Member] | TFK Investments, LLC [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt discount | $ 20,000 | $ 20,000 | 3,015 | 3,015 | |||||||||||||
Debt instrument, conversion 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 | ||||||||||||||||
Principal amount | 200,000 | $ 200,000 | |||||||||||||||
Number of restricted stock issued | 350,000 | ||||||||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||
Debt issuance cost | 5,000 | $ 5,000 | |||||||||||||||
Net proceeds from convertible debt | $ 175,000 | ||||||||||||||||
Description of violation or event of default | 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. | ||||||||||||||||
Beneficial conversion feature, excluding discount | $ 52,285 | ||||||||||||||||
Number of restricted stock issued, value | $ 32,285 | ||||||||||||||||
Amortization of OID and debt issuance costs | 81,362 | ||||||||||||||||
Common stock percentage | 65.00% | ||||||||||||||||
Conversion of debt, shares | 300,000 | ||||||||||||||||
Non-cash compensation expense | $ 60,000 | ||||||||||||||||
Conversion price per share | $ 0.10 | $ 0.10 | |||||||||||||||
Convertible Debt [Member] | TFK Investments, LLC [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||
Convertible Debt [Member] | TFK Investments, LLC [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||||||||
Convertible Debt [Member] | PointR Data, Inc [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||
Net proceeds from convertible debt | $ 10,000,000 | ||||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||||
Debt instrument, payment terms | Interest payments were due monthly on the 15th day of each calendar month (or the next business day thereafter), and were payable, at the option of PointR, either in cash or in shares of Mateon'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 PointR Convertible Note was due and payable on demand by PointR (a) at any time after January 1, 2020 or (b) upon the occurrence of an Event of Default (as defined in the PointR Convertible Note and the PointR Note Purchase Agreement). | ||||||||||||||||
Convertible Debt [Member] | Tranche One [Member] | Peak One Opportunity Fund, L.P [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Common stock percentage | 65.00% | ||||||||||||||||
Conversion of debt, shares | 300,000 | ||||||||||||||||
Non-cash compensation expense | $ 60,000 | ||||||||||||||||
Convertible Debt [Member] | Tranche One [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 600,000 | ||||||||||||||||
Convertible Debt [Member] | Third Tranche [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 200,000 | ||||||||||||||||
Convertible Debt [Member] | Tranche Two [Member] | Peak One Opportunity Fund, L.P [Member] | Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt discount | 20,000 | 0 | 0 | ||||||||||||||
Beneficial conversion feature, total | 180,000 | ||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||
Number of restricted stock issued | 350,000 | ||||||||||||||||
Maturity date | Jun. 12, 2022 | ||||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||
Debt issuance cost | $ 1,000 | ||||||||||||||||
Net proceeds from convertible debt | 179,000 | ||||||||||||||||
Beneficial conversion feature, excluding discount | 132,091 | ||||||||||||||||
Number of restricted stock issued, value | $ 47,909 | ||||||||||||||||
Amortization of OID and debt issuance costs | 55,208 | ||||||||||||||||
Bridge Investor [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from short term loans | 50,000 | ||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 400,000 | ||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Peak One and TFK Financing [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Derivative liability | $ 541,000 | 870,000 | 870,000 | $ 541,000 | |||||||||||||
Beneficial conversion feature, total | 232,000 | ||||||||||||||||
Change in fair value of derivative liability | 45,100 | ||||||||||||||||
Bridge Investor [Member] | Convertible Debt [Member] | Peak One and TFK Financing [Member] | Common Stock [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Derivative liability | 679,000 | 679,000 | |||||||||||||||
Bridge Investor [Member] | Bifurcation of the Embedded Conversion Option [Member] | Peak One and TFK Financing [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Beneficial conversion feature, total | 258,070 | ||||||||||||||||
Vuong Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt discount | 16,444 | $ 16,444 | $ 16,444 | 7,199 | $ 7,199 | ||||||||||||
Principal amount | $ 164,444 | $ 164,444 | 164,444 | ||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||
Net proceeds from convertible debt | $ 148,000 | ||||||||||||||||
Amortization of OID and debt issuance costs | $ 5,464 | ||||||||||||||||
Vuong Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Bridge Investor [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, conversion description | 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 180th day 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 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 | $ 131,555 | ||||||||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||||||||
Original issue discount, percentage | 10.00% | ||||||||||||||||
Net proceeds from convertible debt | $ 148,000 | ||||||||||||||||
Description of violation or event of default | 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. | ||||||||||||||||
Vuong Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||
Vuong Trieu [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||||||||
Dr. Vuong Trieu [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 250,000 | ||||||||||||||||
Gross proceeds from convertible debt | 500,000 | ||||||||||||||||
Due to related parties | 35,000 | ||||||||||||||||
Stephen Boesch [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 250,000 | ||||||||||||||||
Gross proceeds from convertible debt | 500,000 | ||||||||||||||||
Due to related parties | 35,000 | ||||||||||||||||
Dr. Sanjay Jha [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | 250,000 | ||||||||||||||||
Chulho Park [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Due to related parties | 27,000 | ||||||||||||||||
Amit Shah [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Due to related parties | 20,000 | ||||||||||||||||
Two Affiliated Accredited Investors [Member] | Fall 2019 Notes [Member] | Note Purchase Agreements [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 168,000 | ||||||||||||||||
Silicon Valley Bank [Member] | Paycheck Protection Program Promissory Note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amount | $ 250,000 | ||||||||||||||||
Debt, discription | The PPP provides loans to qualifying businesses in amounts up to 2.5 times the average monthly payroll expenses and was designed to provide direct financial incentive to qualifying businesses to keep their workforce employed during the Coronavirus crisis. PPP Loans are uncollateralized and guaranteed by the SBA and are forgivable after a "covered period" (8 weeks or 24 weeks) as long as the borrower maintains its payroll levels and uses the loan proceeds for eligible expenses, including payroll, benefits, mortgage interest, rent and utilities. The forgiveness amount will be reduced if the borrower terminates employees or reduces salaries and wages more than 25% during the covered period. Any unforgiven portion is payable over 2 years if issued before, or 5 years if issued after, June 5, 2020 at an interest rate of 1% with payments deferred until the SBA remits the borrowers loan forgiveness amount to the lender, or if the borrower does not apply for forgiveness, 10 months after the covered period. | ||||||||||||||||
Debt interest rate | 1.00% | ||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Due to related parties | 70,000 | 70,000 | |||||||||||||||
Payment of related party debt | $ 50,000 | 70,000 | |||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from short term loans | 25,000 | ||||||||||||||||
Peak One and TFK Financing [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Amortization expense related to debt discount | 332,351 | ||||||||||||||||
Unamortized debt discount | 258,000 | $ 258,000 | |||||||||||||||
Debt instrument, conversion description | All the above notes issued to Peak One, TFK, our CEO and the bridge investors reached the 180 days prior to the end of the three months ended March 31, 2020. As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 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. | ||||||||||||||||
Derivative liability | 870,000 | $ 870,000 | |||||||||||||||
Interest expense | 612,000 | ||||||||||||||||
Tranche One [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt discount | $ 3,556 | $ 3,556 | 1,393 | 1,393 | |||||||||||||
Debt instrument, conversion 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 | ||||||||||||||||
Principal amount | $ 35,556 | $ 35,556 | |||||||||||||||
Maturity date | Apr. 23, 2022 | ||||||||||||||||
Net proceeds from convertible debt | $ 32,000 | 1,344 | |||||||||||||||
Description of violation or event of default | Upon the occurrence of certain events of default, the Buyer, among other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. | ||||||||||||||||
Conversion price per share | $ 0.10 | $ 0.10 | |||||||||||||||
Tranche One [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||
Tranche One [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 110.00% | ||||||||||||||||
Tranche 2 [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt discount | $ 20,000 | $ 13,315 | $ 13,315 | ||||||||||||||
Debt instrument, conversion description | Amounts due under Tranche #1 may also be converted into Bridge Conversion Shares of the Company's Common Stock at any time, at the option of the holder, at a conversion price equal to 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. | As such, all the note holders had the ability to convert that debt into equity at the variable conversion price of 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. | |||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||
Maturity date | Aug. 6, 2022 | ||||||||||||||||
Debt issuance cost | $ 5,000 | ||||||||||||||||
Net proceeds from convertible debt | $ 175,000 | $ 159,860 | |||||||||||||||
Description of violation or event of default | Upon the occurrence of certain events of default, the Buyer, among other remedies, has the right to charge a penalty in a range of 18% to 40% dependent on the specific default event. | ||||||||||||||||
Tranche 2 [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 140.00% | ||||||||||||||||
Tranche 2 [Member] | Bridge Investor [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of redemption of convertible note | 110.00% |
Convertible Debentures. Notes_4
Convertible Debentures. Notes and Other Debt - Schedule of Convertible Debentures (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Other debt | $ 95,000 | |
Total of debentures, notes and other debt | 1,389,601 | $ 960,924 |
Bridge Investor [Member] | ||
Other debt | 50,000 | |
5% Convertible Note Payable - Stephen Boesch [Member] | ||
Convertible note payable | 213,046 | 187,785 |
5% Convertible Note Payable - Related Party [Member] | ||
Convertible note payable | 263,733 | 187,785 |
5% Convertible Note Payable - Dr Sanjay Jha (Through His Family Trust) [Member] | ||
Convertible note payable | 263,253 | |
5% Convertible Note Payable - CEO, CTO & CFO [Member] | ||
Convertible note payable | 86,257 | 77,620 |
5% Convertible Note Payable - Bridge Investors [Member] | ||
Convertible note payable | 176,722 | 159,025 |
5% Convertible Note Payable [Member] | ||
Convertible note payable | 1,003,011 | 800,000 |
Chief Financial Officer [Member] | ||
Other debt | 25,000 | |
Chief Executive Officer [Member] | ||
Other debt | 20,000 | |
5% Convertible Note Payable - Sanjay Jha (Through His Family Trust) [Member] | ||
Convertible note payable | 187,785 | |
10% Convertible Note Payable, Due June 12, 2022 [Member] | Peak One Opportunity Fund, L.P [Member] | ||
Convertible note payable | (81,735) | |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Bridge Investor [Member] | ||
Convertible note payable | 69,848 | (2,748) |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Related Party [Member] | ||
Convertible note payable | 14,256 | (12,663) |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Peak One Opportunity Fund, L.P [Member] | ||
Convertible note payable | 115,623 | |
10% Convertible Note Payable, Due April 23, 2022 [Member] | TFK Investments, LLC [Member] | ||
Convertible note payable | 39,065 | 115,623 |
10% Convertible Note Payable, Due August 6, 2022 [Member] | Bridge Investor [Member] | ||
Convertible note payable | 168,421 | 26,824 |
10% Convertible Note Payable [Member] | ||
Convertible note payable | $ 291,590 | $ 160,924 |
Convertible Debentures. Notes_5
Convertible Debentures. Notes and Other Debt - Schedule of Convertible Debentures (Details) (Parenthetical) | Dec. 31, 2020 | Dec. 31, 2019 |
5% Convertible Note Payable - Stephen Boesch [Member] | ||
Interest rate | 5.00% | 5.00% |
5% Convertible Note Payable - Related Party [Member] | ||
Interest rate | 5.00% | |
5% Convertible Note Payable - Dr Sanjay Jha (Through His Family Trust) [Member] | ||
Interest rate | 5.00% | 5.00% |
5% Convertible Note Payable - CEO, CTO & CFO [Member] | ||
Interest rate | 5.00% | 5.00% |
5% Convertible Note Payable - Bridge Investors [Member] | ||
Interest rate | 5.00% | 5.00% |
5% Convertible Note Payable - Vuong Trieu [Member] | ||
Interest rate | 5.00% | |
10% Convertible Note Payable, Due June 12, 2022 [Member] | Peak One [Member] | ||
Interest rate | 10.00% | 10.00% |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Bridge Investor [Member] | ||
Interest rate | 10.00% | 10.00% |
10% Convertible Note Payable, Due April 23, 2022 [Member] | Related Party [Member] | ||
Interest rate | 10.00% | 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 Investments, LLC [Member] | ||
Interest rate | 10.00% | 10.00% |
10% Convertible Note Payable, Due August 6, 2022 [Member] | Bridge Investor [Member] | ||
Interest rate | 10.00% | 10.00% |
Private Placement and JH Darb_3
Private Placement and JH Darbie Financing (Details Narrative) - USD ($) | Feb. 25, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Net proceeds from private placement | $ 2,929,056 | |||
Warrants to purchase common stock | 15,237,500 | 15,237,500 | ||
Warrant term | 2 years 6 months | 2 years 6 months | ||
Non-controlling interests in Edgepoint | $ 469,204 | |||
Additional paid-in capital | $ 32,493,086 | 32,493,086 | 28,185,599 | |
Initial debt discount | 200,205 | 200,205 | ||
Amortization of debt discount and debt issuance costs | 732,767 | 155,644 | ||
Interest Expense [Member] | ||||
Amortization of debt discount and debt issuance costs | 412,318 | $ 0 | ||
Convertible Debt Instrument [Member] | ||||
Initial debt discount | 700,000 | 700,000 | ||
Offering [Member] | ||||
Issuance cost | $ 500,000 | 500,000 | ||
Legal costs | $ 39,000 | |||
Private Placement [Member] | ||||
Warrant exercise price per share | $ 0.20 | $ 0.20 | ||
Maximum [Member] | ||||
Warrant term | 5 years | 5 years | ||
Edgepoint Common Stock [Member] | Private Placement [Member] | ||||
Warrant exercise price per share | $ 1 | $ 1 | ||
Edgepoint Common Stock [Member] | Warrant [Member] | ||||
Warrants to purchase common stock | 50,000 | 50,000 | ||
Warrant exercise price per share | $ 1 | $ 1 | ||
Edgepoint Common Stock [Member] | One Convertible Promissory Note [Member] | ||||
Conversion of debt, price per share | 1 | $ 1 | ||
Edgepoint Common Stock [Member] | One Convertible Promissory Note [Member] | Maximum [Member] | ||||
Conversion of debt, shares | 25,000 | |||
Mateon Common Stock [Member] | Warrant [Member] | ||||
Warrant exercise price per share | $ 0.20 | $ 0.20 | ||
Warrant term | 3 years | 3 years | ||
Mateon Common Stock [Member] | One Convertible Promissory Note [Member] | ||||
Conversion of debt, price per share | $ 0.18 | $ 0.18 | ||
Mateon Common Stock [Member] | One Convertible Promissory Note [Member] | Maximum [Member] | ||||
Conversion of debt, shares | 138,889 | |||
JH Darbie & Co., Inc. [Member] | ||||
Number of shares issued and sold | 63 | 3.7 | ||
Net proceeds from private placement | $ 3,150,000 | $ 1,850,000 | ||
JH Darbie & Co., Inc. [Member] | Warrant [Member] | Private Placement [Member] | ||||
Warrants to purchase common stock | 3,464,000 | 3,464,000 | ||
Warrant exercise price per share | $ 0.20 | $ 0.20 | ||
Fair value per share | $ 0.2 | $ 0.2 | ||
Additional paid-in capital | $ 400,000 | $ 400,000 | ||
JH Darbie & Co., Inc. [Member] | Maximum [Member] | ||||
Number of shares issued and sold | 100 | |||
Placement Agent [Member] | ||||
Number of shares issued and sold | 6.3 | |||
Conversion of debt, price per share | $ 0.18 | $ 0.18 | ||
Percentage of units granted | 10.00% | |||
Debt instrument maturity term | Mar. 31, 2022 | |||
Coupon | 16.00% | |||
Debt instrument conversion term | Convertible at the option of the holder at any time in the Company's common stock or Edge Point's common share. | |||
Placement Agent [Member] | Edgepoint Common Stock [Member] | ||||
Conversion of debt, price per share | 1 | $ 1 | ||
Subscription Agreements [Member] | Edgepoint Common Stock [Member] | ||||
Stock value, price per share | 1 | $ 1 | ||
Subscription Agreements [Member] | Edgepoint AI, Inc [Member] | ||||
Number of shares issued during the period | 25,000 | |||
Stock value, price per share | $ 1 | $ 1 | ||
Subscription Agreements [Member] | Accredited Investors [Member] | ||||
Number of shares issued and sold | 63 | |||
Gross proceeds from private placement | $ 3,150,000 | |||
Net proceeds from private placement | $ 2,310,000 |
Private Placement and JH Darb_4
Private Placement and JH Darbie Financing - Schedule of Funds Received Under the Subscription Agreement (Details) | Dec. 31, 2020USD ($) |
Convertible promissory notes | $ 1,000,000 |
Subscription Agreements [Member] | |
Convertible promissory notes | 1,011,578 |
Subscription Agreements [Member] | Accredited Investors [Member] | |
Convertible promissory notes | 943,586 |
Subscription Agreements [Member] | Related Party [Member] | |
Convertible promissory notes | $ 67,992 |
Private Placement and JH Darb_5
Private Placement and JH Darbie Financing - Schedule of Fair Value Warrants Estimated Using Black Scholes Valuation Model (Details) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Expected Term | 1 year 6 months |
Dividend yields | 0.00% |
Minimum [Member] | |
Expected volatility | 168.50% |
Risk-free interest rates | 0.12% |
Maximum [Member] | |
Expected volatility | 191.90% |
Risk-free interest rates | 0.15% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 30, 2020 | Mar. 09, 2020 | Apr. 30, 2019 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 23, 2019 |
Shares issued price per share | $ 0.22 | ||||||
Original issue discount | $ 200,205 | ||||||
Net proceeds from convertible debt | $ 1,884,000 | ||||||
Debt conversion amount | $ 1,073,566 | ||||||
Shares issued during the period for private placing | $ 238,090 | ||||||
Common stock par value | $ 0.01 | $ 0.01 | |||||
Chief Executive Officer [Member] | |||||||
Payments of related party debt | $ 50,000 | $ 70,000 | |||||
Shares issued during the period for private placing, shares | 5 | ||||||
Shares issued during the period for private placing | $ 250,000 | ||||||
Chief Executive Officer [Member] | Fall 2019 Note [Member] | |||||||
Principal amount | $ 250,000 | ||||||
Debt conversion amount | 35,000 | ||||||
Dr Trieu [Member] | |||||||
Other compensation costs | 47,300 | ||||||
Maximum [Member] | |||||||
Shares issued price per share | $ 0.23 | ||||||
Autotelic Inc., [Member] | |||||||
Shares issued price per share | $ 4 | ||||||
Master Service Agreement [Member] | Autotelic Inc., [Member] | |||||||
Agreement related expenses | $ 629,617 | $ 1,329,221 | |||||
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] | Maximum [Member] | |||||||
Equity ownership percentage | 10.00% | ||||||
Securities Purchase Agreement [Member] | Vuong Trieu [Member] | Convertible Debt [Member] | |||||||
Principal amount | 164,444 | $ 164,444 | |||||
Original issue discount | 16,444 | $ 7,199 | $ 16,444 | ||||
Net proceeds from convertible debt | $ 148,000 | ||||||
Artius Consulting Agreement [Member] | Board of Directors [Member] | 2017 Equity Incentive Plan [Member] | |||||||
Equity ownership percentage | 30.00% | ||||||
Agreement related expenses | 106,712 | ||||||
Number of restricted shares | 148,837 | ||||||
Debt description | The Artius Agreement contemplates that Mr. King will generally provide his services at a rate of $237 per hour, not to exceed 44 hours per month and payable monthly, and to reimburse Mr. King for reasonable and necessary expenses incurred by him or Artius in connection with providing services to the Company. | ||||||
Maida Consulting Agreement [Member] | Dr. Maida [Member] | |||||||
Agreement related expenses | $ 135,000 | ||||||
Number of restricted shares | 400,000 | ||||||
Debt description | The Company will also pay Dr. Maida $15,000 per month for a minimum of 20 hours per week, in in addition to reimbursement of reasonable and necessary expenses incurred by Dr. Maida in connection with his services to the Company. | ||||||
Common stock par value | $ 0.20 | ||||||
Number of restricted shares, shares | $ 80,000 | ||||||
Vested date | May 5, 2021 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Apr. 22, 2020 | Dec. 31, 2020 | Nov. 30, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Nov. 30, 2019 | Jun. 30, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2019 |
Shares issued price per share | $ 0.22 | ||||||||||||
Number of shares issued during the period, value | $ 83,000 | ||||||||||||
Merger Agreement [Member] | |||||||||||||
Common shares issued for settlement of accounts payable | 10,318,746 | ||||||||||||
Merger Agreement [Member] | Convertible Debt [Member] | |||||||||||||
Shares issued price per share | $ 0.18 | ||||||||||||
Number of restricted stock issued during the period | 350,000 | ||||||||||||
Merger Agreement [Member] | Series A Preferred Stock [Member] | |||||||||||||
Common shares issued for settlement of accounts payable | 0.01877292 | ||||||||||||
Two Investors [Member] | Warrant [Member] | |||||||||||||
Common shares issued in conversion of warrants | $ 150,000 | ||||||||||||
Common shares issued in conversion of warrants, shares | 120 | ||||||||||||
Two Noteholders [Member] | Merger Agreement [Member] | Convertible Debt [Member] | |||||||||||||
Shares issued price per share | $ 0.11 | ||||||||||||
Number of restricted stock issued during the period | 700,000 | ||||||||||||
Oncotelic [Member] | Merger Agreement [Member] | |||||||||||||
Common shares issued for settlement of accounts payable | 41,000,033 | 41,000,033 | |||||||||||
Oncotelic [Member] | Merger Agreement [Member] | Series A Preferred Stock [Member] | |||||||||||||
Common shares issued for settlement of accounts payable | 193,713 | ||||||||||||
Number of shares issued during the period | 77,154 | ||||||||||||
Oncotelic [Member] | Employee [Member] | |||||||||||||
Common shares issued for compensation | $ 80,594 | $ 11,250 | |||||||||||
Shares issued price per share | $ 4 | $ 4 | |||||||||||
Oncotelic [Member] | Two Separate Investors [Member] | |||||||||||||
Shares issued price per share | $ 4 | ||||||||||||
Number of shares issued during the period | 20,750 | ||||||||||||
Number of shares issued during the period, value | $ 83,000 | ||||||||||||
Autotelic Inc., [Member] | |||||||||||||
Shares issued price per share | $ 4 | ||||||||||||
Common shares issued for settlement of accounts payable | 80,772 | ||||||||||||
PointR [Member] | Merger Agreement [Member] | Series A Preferred Stock [Member] | |||||||||||||
Common shares issued for settlement of accounts payable | 11,135,935 | ||||||||||||
Number of shares issued during the period | 84,475 | ||||||||||||
Peak One [Member] | |||||||||||||
Number of shares issued during the period | 500,000 | 500,000 | |||||||||||
Peak One [Member] | Convertible Notes Payable [Member] | |||||||||||||
Number of shares issued during the period | 569,800 | 1,200,000 | |||||||||||
Peak One [Member] | Convertible Notes Payable [Member] | Tranche Two [Member] | |||||||||||||
Number of shares issued during the period | 500,000 | 500,000 | 1,000,000 | ||||||||||
TFK Investments, LLC [Member] | |||||||||||||
Number of shares issued during the period | 750,000 | ||||||||||||
TFK Investments, LLC [Member] | Restricted Shares [Member] | |||||||||||||
Shares issued price per share | $ 0.20 | ||||||||||||
Number of shares issued during the period | 300,000 | ||||||||||||
Number of shares issued during the period, value | $ 60,000 | ||||||||||||
Conversion percentage | 65.00% | ||||||||||||
Conversion maturity date | Jan. 8, 2020 | ||||||||||||
Conversion price per share | $ 0.10 | ||||||||||||
TFK Investments, LLC [Member] | Convertible Notes Payable [Member] | |||||||||||||
Number of shares issued during the period | 1,012,145 | ||||||||||||
Peak One Opportunity Fund, L.P [Member] | Restricted Shares [Member] | |||||||||||||
Shares issued price per share | $ 0.20 | ||||||||||||
Number of shares issued during the period | 300,000 | ||||||||||||
Number of shares issued during the period, value | $ 60,000 | ||||||||||||
Conversion percentage | 65.00% | ||||||||||||
Conversion maturity date | Jan. 18, 2020 | ||||||||||||
Conversion price per share | $ 0.10 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 29, 2020 | Apr. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options exercisable term | 10 years | ||||
Options vesting period | 3 years | ||||
Aggregate intrinsic value of options | $ 0 | $ 0 | $ 0 | ||
Weighted average fair value | $ 0.22 | $ 0.19 | |||
Compensation cost | $ 341,000 | $ 2,100,000 | |||
Number of share-based payment award, accelerated vesting | 328,000 | ||||
Reissuance of warrants | 13,750,000 | ||||
Warrants issued | 13,750,000 | 13,750,000 | |||
Warrants excersiable term | 2 years 6 months | 2 years 6 months | |||
Initial debt discount | $ 200,205 | $ 200,205 | |||
Amortization of debt discount and debt issuance costs | 732,767 | $ 155,644 | |||
Interest Expense [Member] | |||||
Amortization of debt discount and debt issuance costs | 412,318 | $ 0 | |||
Convertible Debt Instrument [Member] | |||||
Initial debt discount | $ 700,000 | $ 700,000 | |||
Private Placement [Member] | |||||
Weighted average fair value | $ 0.20 | ||||
Warrant exercise price per share | 0.20 | $ 0.20 | |||
Private Placement [Member] | Edgepoint Common Stock [Member] | |||||
Warrant exercise price per share | $ 1 | $ 1 | |||
Accredited Investors [Member] | |||||
Warrants issued | 3,465,000 | ||||
Maximum [Member] | |||||
Warrants excersiable term | 5 years | 5 years | |||
Maximum [Member] | Private Placement [Member] | |||||
Warrants issued | 3,465,000 | 3,465,000 | |||
Additional paid-in capital on a relative fair value basis | $ 400,000 | $ 400,000 | |||
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 | ||||
2015 Equity Incentive Plan [Member] | Maximum [Member] | |||||
Number of common stock issued to awards | 20,000,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Compensation Based Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | ||
Options Outstanding, Beginning Balance | 6,145,044 | 6,785,617 |
Options Outstanding, Expired or canceled | (2,203,743) | (640,573) |
Options Outstanding, Ending Balance | 3,941,301 | 6,145,044 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 0.75 | $ 0.75 |
Weighted Average Exercise Price, Expired or canceled | 0.70 | 0.62 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ 0.78 | $ 0.75 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Options to Purchase Shares of Common Stock Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of Outstanding Options | 3,941,301 |
Weighted Average Remaining Life In Years | 6 years 3 months 19 days |
Weighted-Average Exercise Price | $ / shares | $ 0.78 |
Number Exercisable | 3,941,301 |
Exercise Price One [Member] | |
Exercise Prices | $ / shares | $ 0.22 |
Number of Outstanding Options | 1,750,000 |
Weighted Average Remaining Life In Years | 7 years 5 months 20 days |
Weighted-Average Exercise Price | $ / shares | $ 0.22 |
Number Exercisable | 1,750,000 |
Exercise Price Two [Member] | |
Exercise Prices | $ / shares | $ 0.38 |
Number of Outstanding Options | 900,000 |
Weighted Average Remaining Life In Years | 6 years 11 days |
Weighted-Average Exercise Price | $ / shares | $ 0.38 |
Number Exercisable | 900,000 |
Exercise Price Three [Member] | |
Exercise Prices | $ / shares | $ 0.73 |
Number of Outstanding Options | 762,500 |
Weighted Average Remaining Life In Years | 5 years 2 months 19 days |
Weighted-Average Exercise Price | $ / shares | $ 0.73 |
Number Exercisable | 762,500 |
Exercise Price Four [Member] | |
Exercise Prices | $ / shares | $ 1.37 |
Number of Outstanding Options | 150,000 |
Weighted Average Remaining Life In Years | 4 years 6 months 18 days |
Weighted-Average Exercise Price | $ / shares | $ 1.37 |
Number Exercisable | 150,000 |
Exercise Price Five [Member] | |
Exercise Prices | $ / shares | $ 1.43 |
Number of Outstanding Options | 300,000 |
Weighted Average Remaining Life In Years | 4 years 4 months 28 days |
Weighted-Average Exercise Price | $ / shares | $ 1.43 |
Number Exercisable | 300,000 |
Exercise Price Six [Member] | |
Exercise Prices | $ / shares | $ 11.88 |
Number of Outstanding Options | 2,359 |
Weighted Average Remaining Life In Years | 1 year |
Weighted-Average Exercise Price | $ / shares | $ 11.88 |
Number Exercisable | 2,359 |
Exercise Price Seven [Member] | |
Exercise Prices | $ / shares | $ 15 |
Number of Outstanding Options | 75,000 |
Weighted Average Remaining Life In Years | 4 years 4 months 28 days |
Weighted-Average Exercise Price | $ / shares | $ 15 |
Number Exercisable | 75,000 |
Exercise Price Eight [Member] | |
Exercise Prices | $ / shares | $ 19.80 |
Number of Outstanding Options | 1,442 |
Weighted Average Remaining Life In Years | 9 months 29 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) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | ||
Number of Stock Options Outstanding, beginning balance | 19,515,787 | 24,380,893 |
Number of Stock Options, Issued | 17,215,000 | |
Number of Stock Options, Expired or cancelled | (18,028,287) | (4,865,106) |
Number of Stock Options Outstanding, ending balance | 18,702,500 | 19,515,787 |
Weighted-Average Exercise Price, Outstanding, beginning balance | $ 0.60 | $ 1.05 |
Weighted-Average Exercise Price, Issued | 0.20 | |
Weighted-Average Exercise Price, Expired or cancelled | 0.63 | 2.82 |
Weighted-Average Exercise Price, Outstanding, ending balance | $ 0.20 | $ 0.60 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Warrants Outstanding and Exercisable (Details) | Dec. 31, 2020$ / sharesshares |
Warrants Outstanding, Number of Warrants | 18,702,500 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 6 months |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 15,237,500 |
Minimum [Member] | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years |
Maximum [Member] | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 5 years |
Exercise Price One [Member] | Warrant [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 1,487,500 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 6 months |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 1,487,500 |
Exercise Price Two [Member] | Warrant [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 3,465,000 |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | |
Exercise Price Two [Member] | Warrant [Member] | Minimum [Member] | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 9 months |
Exercise Price Two [Member] | Warrant [Member] | Maximum [Member] | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years |
Exercise Price Three [Member] | Warrant [Member] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.20 |
Warrants Outstanding, Number of Warrants | 13,750,000 |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 6 months |
Warrants Weighted- Average Exercise Price | $ / shares | $ 0.20 |
Warrants Exercisable, Exercisable Number of Warrants | 13,750,000 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Black Scholes Valuation Allowance Model of Warrants (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Expected term | 3 years |
Expected volatility | 140.50% |
Risk-free interest rates | 1.40% |
Dividend yields | 0.00% |
Private Placement [Member] | |
Expected term | 1 year 6 months |
Dividend yields | 0.00% |
Private Placement [Member] | Minimum [Member] | |
Expected volatility | 168.50% |
Risk-free interest rates | 0.13% |
Private Placement [Member] | Maximum [Member] | |
Expected volatility | 191.90% |
Risk-free interest rates | 0.15% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Gross deferred tax assets | $ 66,856 | $ 65,354 |
Net operating loss expiration year | 2038 | |
Federal [Member] | ||
Operating loss carry-forwards | $ 237,700,000 | $ 257,900,000 |
Tax credit | $ 3,300,000 | |
Net operating loss expiration year | will expire in 2021 | |
State [Member] | ||
Operating loss carry-forwards | $ 69,800,000 | |
Net operating loss expiration year | Expire in various amounts from 2028 through 2040 | |
State [Member] | CALIFORNIA [Member] | ||
Tax credit | $ 1,400,000 | |
Net operating loss expiration year | no expiration date |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 1,164 | $ 368 |
Assets | 6,227 | 3,096 |
Liability accruals | 173 | 7 |
R&D Credit | 4,760 | 3,273 |
Capital Loss | 528 | |
Deferred state tax | (2,086) | |
Net operating loss carry forward | 56,090 | 58,610 |
Total gross deferred tax assets | 66,856 | 65,354 |
Less - valuation allowance | (66,856) | (65,354) |
Net deferred tax assets |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Nov. 04, 2020 | Aug. 31, 2019 | Dec. 31, 2020 |
Contingent liability | $ 2,600,000 | ||
Merger Agreement [Member] | PointR [Member] | |||
Contingent consideration | $ 2,600,000 | ||
Merger Agreement [Member] | PointR [Member] | Minimum [Member] | |||
Contingent consideration | $ 15,000,000 | ||
Merger Agreement [Member] | PointR Data, Inc [Member] | |||
Purchase price consideration | $ 17,831,427 | ||
Contingent liability | $ 2,625,000 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Restricted Stock Grants and Stock Option Grants (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Vuong Trieu [Member] | Chief Executive Officer [Member] | |
Restricted Stock | 209,302 |
Stock Options | 313,953 |
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) - USD ($) | 5 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2020 | Aug. 30, 2020 | |
Subsequent Event [Line Items] | |||||
Proceeds from private placement | $ 2,929,056 | ||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | ||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares authorized | 750,000,000 | 150,000,000 | |||
JH Darbie & Co., Inc. [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from private placement | $ 3,150,000 | $ 1,850,000 | |||
Placement agent fees | $ 400,000 | $ 200,000 | |||
Units worth of warrants | 63 | 3.7 |