0001171843-22-003647.txt : 20220512 0001171843-22-003647.hdr.sgml : 20220512 20220512171219 ACCESSION NUMBER: 0001171843-22-003647 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 49 CONFORMED PERIOD OF REPORT: 20220331 FILED AS OF DATE: 20220512 DATE AS OF CHANGE: 20220512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RenovaCare, Inc. CENTRAL INDEX KEY: 0001016708 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 980170247 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-30156 FILM NUMBER: 22918931 BUSINESS ADDRESS: STREET 1: 9375 E. SHEA BLVD. STREET 2: SUITE 107-A CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 888-398-0202 MAIL ADDRESS: STREET 1: 9375 E. SHEA BLVD. STREET 2: SUITE 107-A CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: Janus Resources, Inc. DATE OF NAME CHANGE: 20110110 FORMER COMPANY: FORMER CONFORMED NAME: ENTHEOS TECHNOLOGIES INC DATE OF NAME CHANGE: 20001002 FORMER COMPANY: FORMER CONFORMED NAME: WHATSONLINE COM INC DATE OF NAME CHANGE: 19990722 10-Q 1 f10q_051022p.htm FORM 10-Q
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2022

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Commission file number 000-30156

 

  RENOVACARE, INC.  
  (Exact name of registrant as specified in its charter)  

 

Nevada   98-0384030
(State or other jurisdiction of incorporation)   (I.R.S. Employer Identification No.)

 

9375 E. Shea Blvd., Suite 107-A

Scottsdale, AZ 85260

  (Address of principal executive offices)  

 

888-398-0202

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company)  
Smaller reporting company Emerging Growth Company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act):

Yes ☐ No

 

As of May 10, 2022, the registrant had 87,352,364 shares of its common stock, par value $0.00001 per share, issued and outstanding.

 

 

RENOVACARE, INC.

FORM 10-Q

For The Quarter Ended March 31, 2022

 

TABLE OF CONTENTS

 

    Page #  
PART I - FINANCIAL INFORMATION      
         
Item 1. Financial Statements      
  Consolidated Balance Sheets     1  
  Consolidated Statements of Operations     2  
  Consolidated Statements of Stockholders’ Equity     3  
  Consolidated Statements of Cash Flows     4  
  Notes to Consolidated Financial Statements     5  
           
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations     14  
           
Item 3. Quantitative and Qualitative Disclosures About Market Risk     19  
           
Item 4. Controls and Procedures     19  
           
PART II - OTHER INFORMATION
         
Item 1. Legal Proceedings     19  
           
Item 1A. Risk Factors     19  
           
Item 6. Exhibits     20  
           
Signatures     21  

 

 

 

PART I

 

Item 1. Financial Statements

 

RENOVACARE, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS        

 

       
   March 31,  December 31,
   2022  2021
ASSETS  (Unaudited)   
Current assets          
Cash  $1,869,865   $2,849,192 
Prepaid expenses   905,997    533,445 
Total current assets   2,775,862    3,382,637 
           
Equipment, net of accumulated depreciation of $15,275 and $12,952, respectively   26,949    29,271 
Intangible assets   152,854    152,854 
Security Deposit   7,995    7,995 
Right of Use Asset   15,866    28,630 
Other Assets   28,997    50,747 
Total assets  $3,008,523   $3,652,134 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
Current liabilities          
Accounts payable and accrued liabilities  $1,369,851   $1,274,748 
Lease liability - current   17,578    30,497 
Total current liabilities   1,387,429    1,305,245 
Convertible promissory note to related party   800,000    - 
Interest payable on convertible promissory note to related party   289    - 
Total liabilities   2,187,718    1,305,245 
           
Commitments and contingencies          
           
Stockholders' equity          
Preferred stock: $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding   -    - 
Common stock: $0.00001 par value; 500,000,000 shares authorized, 87,352,364 shares issued and outstanding at March 31, 2022 and December 31, 2021   874    874 
Additional paid-in capital   36,787,169    36,585,919 
Retained deficit   (35,967,238)   (34,239,904)
Total stockholders' equity   820,805    2,346,889 
Total liabilities and stockholders' equity  $3,008,523   $3,652,134 

 

(See accompanying notes to unaudited consolidated financial statements)

 

 1 

 

RENOVACARE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) 

 

           
   Three Months Ended
   March 31,
   2022  2021
Revenue  $-   $- 
           
Operating expenses          
Research and development   596,254    1,054,293 
General and administrative   1,146,556    (537,044)
Total operating expenses, net   (1,742,810)   517,249 
Loss from operations        (517,249)
           
Other income          
Interest income   950    7 
Other income   14,815    - 
Interest expense   (289)   - 
Total other income   15,476    7 
Net loss  $(1,727,334)  $(517,242)
           
Basic and Diluted Loss per Common Share  $(0.02)  $(0.01)
           
Weighted average number of common shares outstanding - basic and diluted   87,352,364    87,352,364 

 

(See accompanying notes to unaudited consolidated financial statements)

 

 

 

 

 2 

 

RENOVACARE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)             

 

                          
FOR THE THREE MONTHS ENDED MARCH 31, 2022  Common Stock  Additional
Paid-in
  Retained  Total
Stockholders'
   Shares  Amount  Capital  Deficit  Equity
Balance, December 31, 2021   87,352,364   $874   $36,585,919   $(34,239,904)  $2,346,889 
Stock based compensation due to common stock purchase options   -    -    201,250    -    201,250 
Net loss for the three months ended March 31, 2022   -    -    -    (1,727,334)   (1,727,334)
Balance, March 31, 2022   87,352,364    874    36,787,169    (35,967,238)   820,805 
                          
FOR THE THREE MONTHS ENDED MARCH 31, 2021                         
                          
Balance, December 31, 2020   87,352,364   $874   $36,846,082   $(29,768,181)  $7,078,775 
Stock based compensation due to common stock purchase options   -    -    352,063    -    352,063 
Reversal of stock-based compensation due to common stock purchase option cancellations   -    -    (1,248,575)   -    (1,248,575)
Net loss for the three months ended March 31, 2021   -    -    -    (517,242)   (517,242)
Balance, March 31, 2021   87,352,364    874    35,949,570    (30,285,423)   5,665,021 

 

(See accompanying notes to unaudited consolidated financial statements)

 

 3 

 

RENOVACARE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

         

 

           
   Three Months Ended
   March 31,
   2022  2021
Cash flows used in operating activities          
Net loss  $(1,727,334)  $(517,242)
Adjustments to reconcile net loss to net cash flows used in operating activities          
Depreciation expense   2,322    2,324 
Stock based compensation expense   223,000    (874,760)
Non cash lease expense   (155)   1,649 
Changes in operating assets and liabilities:          
(Increase) decrease in prepaid expenses and other assets   (372,552)   104,104 
Increase (decrease) in accounts payable   95,103    (521,199)
Increase (decrease) in related party interest payable   289    - 
Net cash flows used in operating activities   (1,779,327)   (1,805,124)
           
Cash flows from financing activities          
Proceeds from the issuance of a related party convertible promissory note   800,000    - 
Net cash flows from financing activities   800,000    - 
Decrease in cash   (979,327)   (1,805,124)
Cash at beginning of period   2,849,192    7,412,969 
Cash at end of period  $1,869,865   $5,607,845 

 

 

(See accompanying notes to unaudited consolidated financial statements)

 4 

 

RENOVACARE, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1. Basis of Presentation, Organization, Going Concern, Recent Accounting Standards and Earnings (Loss) Per Share

 

Basis of Presentation

 

The accompanying unaudited interim consolidated financial statements of RenovaCare, Inc. and Subsidiary (“RenovaCare” or the “Company”) as of March 31, 2022, and for the three months ended March 31, 2022 and 2021 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for  quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended December 31, 2021 included in our Annual Report on Form 10-K filed with the SEC on March 30, 2022.

 

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position as of March 31, 2022, results of operations and stockholders’ equity for the three months ended March 31, 2022 and 2021, and cash flows for the three months ended March 31, 2022 and 2021. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

 

Organization

 

RenovaCare, Inc., formerly Janus Resources, is a Nevada corporation. RenovaCare, Inc. was incorporated under the laws of the State of Utah on July 14, 1983 as Far West Gold, Inc.

 

The Company has an authorized capital of 500,000,000 shares of $0.00001 par value common stock, of which 87,352,364 shares are outstanding as of March 31, 2022, and 10,000,000 shares of $0.0001 par value preferred stock, of which none are outstanding.

 

RenovaCare, Inc., through its wholly owned subsidiary, RenovaCare Sciences Corp. is a development-stage company focusing on the research, development and commercialization of autologous (using a patient’s own cells) cellular therapies that can be used for medical and aesthetic applications.

 

On July 12, 2013, the Company completed the acquisition of its flagship technologies (collectively, the “CellMistTM System”). The CellMist™ System is a cell isolation procedure that enzymatically renders stem cells from the patient’s own skin or other tissues. The resulting stem cell suspension is administered topically from the Company’s novel solution sprayer device (the “SkinGunTM”) as a cell therapy onto wounds including burns to facilitate healing.

 

Currently, the Company’s proprietary technologies are the subject of forty-four (44) U.S. and foreign granted or pending patents or patent applications and seventeen (17) U.S. and foreign trademarks. Of the issued patents, five (5) are U.S. patents and seventeen (17) have issued or are allowed in Australia, Canada, China, Europe, Germany, France, Italy, Japan, Korea, Netherlands, Spain, Switzerland/Liechtenstein, and the United Kingdom. The Company has six (6) allowed trademarks in the United States, two (2) European registered trademarks, two (2) United Kingdom trademarks, two (2) Japan trademarks, and two (2) pending in Canada.

 

The Company does not have any commercialized products. The Company's activities have consisted principally of performing research and development activities and raising capital to support such activities. The Company has not generated any revenue and has sustained recurring losses and negative cash flows from operations since inception. The Company expects to incur losses as it continues development of its products and technologies and will need to raise additional capital through partnerships or the sale of its securities to accomplish its business plan. Failing to secure such additional funding before achieving sustainable revenue and profit from operations poses a significant risk. The Company's ability to fund the development of its cellular therapies depends on the amount and timing of cash receipts from future financing activities. There can be no assurance as to the availability or terms upon which such financing and capital might be available.

 

 5 

 

Going Concern

 

The Company has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. At March 31, 2022, the Company had approximately $1,870,000 in cash on hand, current liabilities of $1,387,429 and an accumulated deficit of $35,967,238. The Company has historically funded its operations through the issuance of convertible notes, the sale of common stock and issuance of warrants.

 

The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year beyond the filing of this Quarterly Report on Form 10-Q. Based on such evaluation and the Company’s current plans, which are subject to change, management believes that the Company’s existing cash as of March 31, 2022 is insufficient to satisfy its operating cash needs for the year after the filing of this Quarterly Report on Form 10-Q.

 

The Company is responsible to bear the costs to defend itself and its directors and officers, pursuant to the indemnification clause in the Company’s bylaws, against various Lawsuits (as defined in “Note 7. Commitments and Contingencies—Legal Proceedings” below) currently consisting of a civil action filed by the SEC and two class actions and three derivative actions. See “Note 7. Commitments and Contingencies—Legal Proceedings.” The legal costs to defend the Company against the Lawsuits are expected to be material. During the three months ended March 31, 2022, the Company made legal retainer payments totaling $1,180,000 and incurred $864,000 in legal costs related to the Lawsuits. To assist the Company in paying the costs to defend against the Lawsuits, Kalen Capital Corporation, an Alberta Canada corporation (“Kalen Capital”) which is wholly-owned by the Mr. Harmel S. Rayat (“Mr. Rayat”), the Company’s President, Chief Executive Officer and Chairman, loaned the Company $800,000 on March 18, 2022, as evidenced by the Unsecured Note (as defined in “Note 3. Related Party Convertible Promissory Note” below). Due to the nature and early stage of the Lawsuits, the Company is unable to estimate the total costs to defend itself or the potential costs to the Company in the event that it is not successful in its defense.

 

The Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for substantial additional capital investment. The future of the Company will depend on its ability to successfully raise capital from external sources. As noted above, management believes that the Company’s existing cash as of March 31, 2022 are insufficient to satisfy its operating cash needs for the year after the filing of this Quarterly Report on Form 10-Q. If the Company is unable to maintain sufficient financial resources, its business, financial condition and results of operations will be materially and adversely affected. This could affect future development and business activities and potential future product development and/or other future ventures. There can be no assurance that the Company will be able to obtain the needed financing on acceptable terms or at all. Additionally, equity or convertible debt financings will likely have a dilutive effect on the holdings of the Company’s existing stockholders. Debt financing may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, and may be secured by all or a portion of the Company’s assets.

 

Accounting Pronouncements

 

The Company evaluates all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) for consideration of their applicability. ASUs not included in the Company’s disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on its Consolidated Financial Statements.

 

 

 

 6 

 

New Accounting Pronouncements Not Yet Adopted

 

None.

 

Accounting Pronouncements Recently Adopted

 

In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40),” to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. Amongst other provisions, the amendments in this ASU significantly changed the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity such that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants, will require liability treatment. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted the new standard on January 1, 2022, with no impact to its financial statements.

 

Earnings (Loss) Per Share

 

The Company presents both basic and diluted earnings per share ("EPS"). Basic EPS is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period presented. Diluted EPS amounts are based upon the weighted average number of common and common equivalent shares outstanding during the period presented. The Company has not included the effects of warrants or stock options on net loss per share because to do so would be antidilutive.

 

Following is the computation of basic and diluted net loss per share for the three months ended March 31, 2022 and 2021:

 

          
   Three Months Ended
   March 31,
   2022  2021
Basic and Diluted EPS Computation          
Numerator:          
Loss available to common stockholders'  $(1,727,334)  $(517,242)
Denominator:          
Weighted average number of common shares outstanding   87,352,364    87,352,364 
Basic and diluted EPS  $(0.02)  $(0.01)
           
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:          
Stock options   3,099,999    3,164,999 
Warrants   11,705,250    12,296,912 
Total shares not included in the computation of diluted losses per share   14,805,249    15,461,911 

 

 

 

 

 

 

 

 7 

 

Note 2. Prepaid Expenses

 

Prepaid expenses and other current assets consist of the following:

 

Schedule of prepaid expenses and other current assets          
   March 31,  December 31,
   2022  2021
Prepaid stock options for services   87,000    87,001 
Prepaid professional fees   626,126    100,930 
Prepaid research and development expense   173,124    289,746 
Other prepaid costs   19,747    13,964 
Refunds due   -    41,804 
Total prepaid expenses  $905,997   $533,445 

 

Note 3. Related Party Convertible Promissory Note

 

On March 18, 2022, the Company issued an Unsecured Convertible Promissory Note (the “Unsecured Note”) to Kalen Capital. Pursuant to the terms of the Unsecured Note, Kalen Capital loaned the Company $800,000 at an annual interest rate of 1% per year, compounded daily. The Note, including any interest due thereon, may be prepaid at any time without penalty. The Unsecured Note, and any balance thereunder, automatically converts into securities of the Company upon receipt of an equity financing from third-party(s) of not less than ten million dollars ($10,000,000) at a conversion price equal to 80% of the price paid in such a financing. Also, after June 23, 2023, Kalen Capital may convert all or any portion of the balance into shares of common stock at a conversion price of $0.45 per share, representing a fifty 50% percent premium to the closing price of the Company’s common stock on March 17, 2022. There is no commitment from Kalen Capital for any additional funding.

 

During the three months ended March 31, 2022, the Company recognized $289 of interest expense.

 

Note 4. Accounts Payable and Accrued Liabilities

 

Accounts payable and accrued expenses consists of the following:

          
  

March 31,

   2022  2021
Legal fees and related  $1,176,033   $869,950 
Officer compensation   -    55,040 
Consultants   5,679    117,943 
Trade payables   188,139    231,815 
Total  $1,369,851   $1,274,748 

 

Note 5. Equity

 

Common Stock

 

At March 31, 2022, the Company had 500,000,000 authorized shares of common stock with a par value of $0.00001 per share and 87,352,364 shares of common stock outstanding.

 

 8 

 

Warrants

 

The Company has issued warrants to purchase common stock at various exercise prices in connection with loan agreements and private placements. The following table summarizes information about warrants outstanding at March 31, 2022 and December 31, 2020:

 

                  
   Shares of Common Stock Issuable from
Warrants Outstanding as of
  Weighted   
   March 31,  December 31,  Average   
Description  2022  2021  Exercise Price  Expiration
Series F   -    7,246   $3.45   February 23, 2022 & March 9, 2022
Series G   460,250    460,250   $2.68   July 21, 2022
Series H   910,000    910,000   $2.75   October 16, 2022
Series I   10,335,000    10,335,000   $2.00   November 26, 2025
Total   11,705,250    12,296,912         

 

During the three months ended March 31, 2022, all the Series F Warrants expired unexercised.

 

Stock Options

 

The following table summarizes stock option activity for the three months ended March 31, 2022:

 

                    
   Number of
Options
  Weighted
Average
Exercise
Price ($)
  Weighted
Average
Remaining
Contractual
Term
(years)
  Aggregate
Intrinsic
Value ($)
Outstanding at December 31, 2020   5,895,570    2.45           
Granted   50,000    1.72           
Forfeited   (2,805,571)   2.74           
Outstanding at September 30, 2021   3,139,999    2.17           
Forfeited   (40,000)   1.79           
Outstanding at March 31, 2022   3,099,999    2.17    4.30    - 
Vested and exercisable at March 31, 2022   2,699,999    2.02    4.30    - 

 

The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Statements of Operations for the three months ended March 31, 2022 and 2021:

 

          
   Three Months Ended March 31,
   2022  2021
Research and development  $217,500   $278,815 
General and administrative   5,500    (1,153,575)
Total  $223,000   $(874,760)

 

Note 6. Leases

 

In February 2020, the Company entered into a two-year lease for office premises located at 4 Becker Farm Road, Suite 105, Roseland, New Jersey (the “Premises”). Monthly base rent in year one of the lease is $4,356; and $4,459 in year 2 of the lease. The term (and payment of the monthly rent) commenced upon completion of the landlord’s work on August 1, 2020. The Company vacated the premises in May of 2021 and relocated its corporate offices to 9375 E. Shea Blvd., Suite 107-A, Scottsdale, AZ 85260.

 

The Company’s existing lease is not subject to any restrictions or covenants which preclude its ability to pay dividends, obtain financing, or enter into additional Lease’s.

 

 9 

 

As of March 31, 2022, the Company has not entered into any leases which have not yet commenced which would entitle the Company to significant rights or create additional obligations.

 

The Company does not have any finance leases.

 

 Supplemental lease information:

 

      
   As of March 31,  As of December 31,
   2022  2021
Operating lease right-of-use asset  $15,866   $28,630 
           
Current maturities of operating lease  $17,578   $30,497 
Current maturities of operating lease in accounts payable   8,918    - 
Total operating lease liabilities  $26,496   $30,497 
           
           
Weighted Average remaining lease term (in years):   0.34    0.58 
Right-of-use asset obtained in exchange for lease obligation   -   $

98,405

 

 

Supplemental information for the three months ended March 31, 2022 and 2021:

 

   2022  2021
Cash paid for amount included in the measurement of lease liabilities for operating lease  $4,459   $13,068 

 

The Company leases office space under a non-cancellable operating lease expiring in 2022. Future lease payments included in the measurement of lease liabilities on the balance sheet at March 31, 2022 for future periods are as follows:

 

     
2022   26,754 
Total future minimum lease payments   26,754 
Less imputed interest   (538)
Total  $26,216 

 

Note 7. Commitments and Contingencies

 

Stem Cell Systems

 

In connection with the Company’s anticipated future regulatory filings, the Company has engaged StemCell Systems GmbH (“StemCell Systems”) to provide it with medical device prototypes and related design documents and data under various agreements. On July 1, 2020, the Company and StemCell Systems entered into a Strategic R&D Agreement (the “Strategic Agreement”) having an initial term of three years with successive one-year extensions unless earlier terminated. The Strategic Agreement includes a $39,000 monthly fee to be paid to StemCell Systems along with any additional expenses incurred. The Company, StemCell Systems and certain affiliates of StemCell Systems entered into a Rights of First Refusal and Corporate Opportunities Agreement (the “ROFR Agreement”). Pursuant to the ROFR Agreement, (i) in the event a StemCell Systems stockholder receives an offer from a third party to acquire the StemCell Systems stockholders ownership interest, the Company shall have ten business days to purchase such ownership, and (ii) if during the terms of the Strategic Agreement, any StemCell Systems inventions, with respect to skin, burns and wounds, designs, inventions and among other things, whether or not patentable, copyrightable or otherwise legally protectable are discovered by StemCell Systems, the Company shall have the first option to negotiate mutually agreeable terms for the Company’s acquisition or licensing of the StemCell Systems inventions. Pursuant to these engagements the Company incurred expenses of $125,931 and $120,377 during the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company had a balance due to StemCell Systems of $83,700. On April 28, 2022 the Company provided StemCell Systems with notice of termination of the Strategic Agreement. See “Note 8. Subsequent Events.”

 10 

 

Legal Proceedings

 

SEC Civil Complaint

 

On May 28, 2021 the SEC filed a civil complaint (the “SEC Action”), in the United States District Court for the Southern District of New York, naming the Company and Harmel S. Rayat, the Company’s current President, Chief Executive Officer, Chief Financial Officer and Sole Director as defendants (the “Defendants”). The SEC Action alleges among other things that Mr. Rayat and the Company with violated the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and also alleges that Mr. Rayat aided and abetted the violations of those provisions by the Company. The SEC Action also alleges that the Company violated the reporting provisions of Exchange Act Section 15(d) and Rules 15d-11 and 12b-20 thereunder. The SEC seeks, among other relief, permanent injunctions and civil penalties against the Defendants, and officer-and-director and penny stock bars against Mr. Rayat. On August 31, 2021 the Defendants filed an answer to the Complaint. On September 21, 2021, the SEC filed a motion to strike Defendants equitable affirmative defenses which motion was granted by the court on October 18, 2021. The Company continues to defend itself and the named individuals against the allegations set forth in the SEC Action. Due to the nature and early stage of the SEC Action, the Company is unable to estimate the total costs to defend itself or the potential costs to the Company in the event that it is not successful in its defense.

 

Class Action Complaints

 

On July 16, 2021, Gabrielle A. Boller filed a class action lawsuit in the U.S. District Court for the District of New Jersey (the “Boller Lawsuit”), against the Company and certain past and current officers and members of the Company’s board of directors (collectively, the “Boller Defendants”). The Boller Lawsuit alleges, among other things, that in connection with the facts and circumstances underlying the allegations in the SEC Action, the Boller Defendants engaged in fraudulent conduct and made false and misleading statements of material fact or omitted to state material facts necessary to make the statements made not misleading. The plaintiff seeks a determination that the Boller Lawsuit is a proper class action, compensatory damages in favor of the plaintiff and other class members, reasonable costs and expenses incurred in the Boller Lawsuit, including counsel fees and expert fees, and such other relief as the Court may deem proper.

 

The Company disputes the plaintiffs’ claims in the Boller Lawsuit and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Boller Defendants. Given the uncertainty of litigation, the preliminary stage of these cases, the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions.

 

On July 21, 2021, Michael Solakian, filed a class action lawsuit in the U.S. District Court for the District of New Jersey (the “Solakian Lawsuit”), against the Company and certain past and current officers and members of the Company’s board of directors (collectively, the “Solakian Defendants”). The Solakian Lawsuit alleges, among other things, that in connection with the facts and circumstances underlying the allegations in the SEC Action, the Solakian Defendants engaged in fraudulent conduct and made false and misleading statements of material fact or omitted to state material facts necessary to make the statements made not misleading. The plaintiff seeks a determination that the Solakian Lawsuit is a proper class action, compensatory damages in favor of the plaintiff and other class members, reasonable costs and expenses incurred in the Solakian Lawsuit, including counsel fees and expert fees, and such other relief as the Court may deem proper.

 

The Company disputes the plaintiffs’ claims in the Solakian Lawsuit and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Solakian Defendants. Given the uncertainty of litigation, the preliminary stage of these cases, the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions.

 

 

 

 11 

 

Shareholder Derivative Complaints

 

On December 20, 2021, Melvin Emberland (“Emberland”), derivatively and on behalf of nominal defendant Renovacare, Inc. filed a lawsuit (the “Emberland Lawsuit”) in the United States District Court for the District of New Jersey against the Company and certain of its current and former executive officers (the “Emberland Defendants”). In the complaint, Emberland’s allegations, relating to the facts and circumstances underlying the allegations in the SEC Action include, but are not limited to (i) breach of fiduciary duties by the individual Emberland Defendants, (ii) unjust enrichment and (iii) violation of Section 10(b) and 21D of the Securities Exchange Act of 1934. Emberland did not quantify any alleged damages in his complaint but, in addition to attorneys’ fees and costs, Emberland seeks (i) a declaration that the Emberland Defendants have breached and/or aided and abetted the breach of their fiduciary duties to the Company, (ii) a determination awarding to the Company restitution from the Meyer Defendants, and each of them, and ordering disgorgement of all profits, benefits and other compensation obtained by the Emberland Defendants, (iii) a directive to the Company and the Emberland Defendants to take all necessary actions to reform and improve the Company’s corporate governance and internal procedures to comply with applicable laws, and (iv) Plaintiff is seeking, among other things, restitution from the individual Emberland Defendants and disgorgement of profits, benefits and other compensation obtained by such Emberland Defendants, costs and disbursements of the action including reasonable attorney’s fees, accountants’ and expert fees and expenses, an order directing the taking of certain corporate actions relating to its board of directors and corporate governance.

 

The Company disputes Emberland’s claims and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Emberland Defendants. Given the uncertainty of litigation, the preliminary stage of the Emberland Lawsuit, the legal standards that must be met for success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions.

 

On January 6, 2022, Zoser Vargas (“Vargas”), derivatively and on behalf of nominal defendant Renovacare, Inc. filed a lawsuit (the “Vargas Lawsuit”) in the United States District Court for the District of New Jersey against the Company and certain of its current and former executive officers (the “Vargas Defendants”). In the complaint Vargas’ allegations relating to the facts and circumstances underlying the allegations in the SEC Action include but are not limited to, (i) breach of fiduciary duties, (ii) waste of corporate assets, (iii) violation of law, and (iii) unjust enrichment. Vargas did not quantify any alleged damages in his complaint but, in addition to attorneys’ fees and costs, Meyer seeks, in addition to other things, (i) against the Vargas Defendants and in favor of the Company the amount of damages sustained by the Company as a result of the Vargas Defendants’ breaches of fiduciary duties, waste of corporate assets and unjust enrichment, (ii) directive for the Company to take all necessary actions to improve its corporate governance and internal procedures to comply with applicable law and (iii) awarding to the Company restitution from the Vargas Defendants, and each of them, and ordering disgorgement of all profits, benefits and other compensation obtained by the Vargas Defendants.

 

The Company disputes Vargas’ claims and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Vargas Defendants. Given the uncertainty of litigation, the preliminary stage of these cases, the legal standards that must be met for success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions.

 

On January 28, 2022, Aviva Meyer (“Meyer”), derivatively and on behalf of nominal defendant Renovacare, Inc. filed a lawsuit (the “Meyer Lawsuit”) in the United States District Court for the District of New Jersey against the Company and certain of its current and former executive officers (the “Meyer Defendants”). In the complaint Meyer’s allegations relating to the facts and circumstances underlying the allegations in the SEC Action include but are not limited to, (i) breach of fiduciary duties, (ii) waste of corporate assets, (iii) violation of law, and (iii) unjust enrichment. Vargas did not quantify any alleged damages in his complaint but, in addition to attorneys’ fees and costs, Meyer seeks, in addition to other things, (i) against the Vargas Defendants and in favor of the Company the amount of damages sustained by the Company as a result of the Vargas Defendants’ breaches of fiduciary duties, waste of corporate assets and unjust enrichment, (ii) directive for the Company to take all necessary actions to improve its corporate governance and internal procedures to comply with applicable law and (iii) awarding to the Company restitution from the Meyer Defendants, and each of them, and ordering disgorgement of all profits, benefits and other compensation obtained by the Meyer Defendants.

 

 12 

 

The Company disputes Meyer’s claims and intends to defend these matters vigorously. To that end, the Company has engaged counsel to defend the Meyer Defendants Given the uncertainty of litigation, the preliminary stage of these cases, the legal standards that must be met for success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from these actions.

 

The Company believes that the claims asserted in the SEC Action, the Boller Lawsuit, the Solakian Lawsuit, the Emberland Lawsuit, the Vargas Lawsuit, and the Meyer Lawsuit (collectively, the “Lawsuits”) are without merit and intends to vigorously defend each Lawsuit.

 

Note 8. Subsequent Events

 

Management has reviewed material events subsequent of the period ended March 31, 2022 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”.

 

On April 21, 2022, the Company made retainer payments to its attorneys in the amount of $1,180,000.

 

On April 28, 2022, the Company terminated the Strategic Agreement with StemCell Systems.

 

 13 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Cautionary Note Regarding Forward-Looking Statements

 

This discussion and analysis of financial condition and results of operations is based upon and should be read in conjunction with the unaudited interim consolidated financial statements of RenovaCare, Inc. (“RenovaCare”) and its wholly-owned subsidiary (collectively with RenovaCare, “we,” “our,” “us,” or the “Company”), appearing elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis the Company reviews its estimates and assumptions. The estimates were based on historical experience and other assumptions that the Company believes to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations. Critical accounting policies, the policies the Company believes are most important to the presentation of its financial statements and require the most difficult, subjective and complex judgments, are outlined below in “Critical Accounting Policies,” and have not changed significantly since 2020.

 

This Quarterly Report on Form 10-Q also contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as information relating to the Company that is based on management's exercise of business judgment and assumptions made by and information currently available to management. Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. When used in this document and other documents, releases and reports released by us, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “the facts suggest” and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. These statements reflect our current view of future events and are subject to certain risks and uncertainties as noted below. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements. Actual events, transactions and results may materially differ from the anticipated events, transactions or results described in such statements. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Many factors could cause actual results to differ materially from our forward-looking statements and unknown, unidentified or unpredictable factors could materially and adversely impact our future results. We undertake no obligation and do not intend to update, revise or otherwise publicly release any revisions to our forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events. Several of these factors include, without limitation:

 

  · our ability to meet requisite regulations or receive regulatory approvals in the United States, and our ability to retain any regulatory approvals that we may obtain; and the absence of adverse regulatory developments in the United States and abroad;
  · new entrance of competitive products or further penetration of existing products in our markets;
  · results of our clinical trials;
  · failure of our products to gain market acceptance;
  · the cost and success of our development programs;
  · our failure to obtain financing as, if and when needed, on commercially acceptable terms;
  · our failure to attract and retain qualified personnel;
  · our failure to adequately manage our growth and expansion;
  · the effect on us from adverse publicity related to our products or the Company itself; and
  · our failure to defend against any adverse claims relating to our intellectual property.

 

 14 

 

The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by us. The reader is cautioned that no statements contained in this Form 10-Q should be construed as a guarantee or assurance of future performance or results. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks described in this report and matters described in this report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur.

 

Overview

 

We are a development-stage biotechnology and medical device company focusing on the research, development and commercialization of autologous (using a patient's own cells) cellular therapies that can be used for medical and aesthetic applications. The Company does not have any commercialized products. The Company's activities have consisted principally of performing research and development activities, business development efforts, and raising capital to support such activities.

  

The Company, through its wholly owned subsidiary, RenovaCare Sciences Corp., owns the CellMist™ System which is a cell isolation procedure that enzymatically renders stem cells from the patient’s own skin or other tissues. The resulting stem cell suspension is administered topically with our SkinGun™ spray device as a cell therapy onto wounds including burns to facilitate healing. The CellMist™ System also includes our unique, closed, automated cell isolation device (the “CID”) to harvest stem cells from tissues which is in prototype development.

 

Currently, our proprietary technologies are the subject of forty-four (44) U.S. and foreign granted or pending patents or patent applications and seventeen (17) U.S. and foreign trademarks. Of the issued patents, five (5) are U.S. patents and seventeen (17) have issued or are allowed in Australia, Canada, China, Europe, Germany, France, Italy, Japan, Korea, Netherlands, Spain, Switzerland/Lichtenstein, and the United Kingdom. The Company has six (6) allowed trademarks in the United States, two (2) European registered trademarks, two (2) United Kingdom trademarks, two (2) Japan trademarks, and two (2) pending in Canada.

 

In May 2021, the Company announced that the US Food and Drug Administration (FDA) fully approved the Company’s Investigational Device Exemption (IDE) application to conduct a clinical trial, designated CELLMIST 1, designed to evaluate the safety and feasibility of autologous skin and pluripotent stem cells rendered by its manual CellMist™ System from donor skin and applied topically with the electronic SkinGun™ spray device for treatment of acute burn wounds. The clinical trial protocol is an open-label, single-arm clinical study designated to enroll 14 adult human burn subjects with partial-thickness, second-degree deep thermal burn wounds covering between 10% and 30% total body surface area. The Company may engage up to four (4) U.S. burn centers to conduct the clinical study.

 

During the three months ended March 31, 2022, the Board decided to stop enrollment of patients into the clinical trial and take other measures to reduce the Company’s overhead in an effort to conserve financial resources as it continues to defend against the Lawsuits; however, medical evaluation of the treated subjects will continue periodically as scheduled in the clinical protocol at the clinical study site until October 2022, when the study concludes. The Company hopes to restart the clinical trial at a future date upon the occurrence of a favorable outcome against the Lawsuits and additional financing. 

 

Research, development and commercialization of new technologies generally requires significant financial resources, involves a high degree of risk, and there is no assurance that development activities will result in a commercially viable product. The Company has not generated any revenue and has sustained recurring losses and negative cash flows from operations since inception. The Company expects to incur losses as it continues development of its products and technologies and defends itself against the Lawsuits (as defined in “Part 2-Other Information, Item 1. Legal Proceedings”). The Company will need to raise additional capital through partnerships or the sale of securities to accomplish its business plan. Failing to secure such additional funding poses a significant risk. The Company's ability to meet its financial obligations, including to fund the development of its cellular therapies depends on the amount and timing of cash receipts from future financing activities. There can be no assurance as to the availability or terms upon which such financing and capital might be available.

 

 15 

 

Components of Our Results of Operations

 

Revenue

 

To date we have not generated any product revenues and do not expect to generate any revenue for the foreseeable future. Our ability to generate revenue and become profitable depends upon our ability to obtain marketing approval and successfully commercialization of our CellMistTM System.

 

Operating Expenses

 

Research and Development

 

Research and development (“R&D”) expenses consist primarily of costs incurred for the development of our CellMistTM System and include:

 

  · design, pilot-scale manufacturing and pre-clinical testing of our cell isolation and SkinGunTM spray devices.
  · employee-related expenses associated with our research and development activities, including salaries, benefits, travel and non-cash stock-based compensation expenses.
  ·

costs associated with quality management systems including device verification and validation testing, and regulatory operations and regulatory compliance.

  · expenses incurred under agreements related to our clinical trial.
  · other research and development costs including contract consulting fees and non-cash stock-based compensation to contract research organizations (CROs) and other third parties.

 

We do not believe that it is possible at this time to accurately project total expenses required for us to reach commercialization of our CellMistTM System. In the future, we expect that research and development expenses will increase due to our ongoing product development and approval efforts. We expense research and development costs as incurred.

 

General and Administrative

 

General and administrative expenses consist primarily of personnel costs, including non-cash stock-based compensation related to directors and employees, professional service costs including legal, accounting, and other consulting fees and other general and administrative expenses including investor relations, insurance, and facilities costs. We expect general and administrative expenses to increase in the future as we hire personnel and incur additional costs to support the expansion of our research and development activities, our operation as a public company and to defend against the Lawsuits.

 

Stock-Based Compensation

 

Expense associated with equity-based transactions is calculated and expensed in our financial statements as required pursuant to various accounting rules and is non-cash in nature. Stock compensation represents the expense associated with the amortization of our stock options.

 

Other Income (Expense)

 

Other expense consists of the interest payable under our convertible note. Other income consists of interest income earned on our cash and cash equivalents and the reimbursement of legal fees from our Directors & Officers insurance policy.

 

Income Taxes

 

We have yet to generate taxable income. We have historically incurred operating losses resulting in carry forward tax losses totaling approximately $21,945,000 as of December 31, 2021. We anticipate that we will continue to generate tax losses for the foreseeable future and that we will be able to carry forward these tax losses indefinitely to future taxable years. Accordingly, we do not expect to pay taxes until we have taxable income after the full utilization of our carry forward tax losses. We have provided a full valuation allowance with respect to the deferred tax assets related to these carry forward losses.

 

 16 

 

Results of Operations

 

Comparison of Three Months Ended March 31, 2022 and 2021

 

Research and Development Expenses

 

   Three Months Ended March 31,  Increase /
   2022  2021  (Decrease)
Manufacturing clinical supplies(1)  $13,719   $216,183   $(202,464)
Personnel related(2)   117,873    154,175    (36,302)
Stock-based compensation(3)   217,500    278,813    (61,313)
Clinical trials(4)   153,715    306,356    (152,641)
Regulatory(5)   4,716    9,832    (5,116)
All other(5)   88,731    88,934    (203)
   $596,254   $1,054,293   $(458,039)

 

(1)Manufacturing clinical supplies decreased due to completion of the pilot-scale manufacturing and validation testing of the components of the CellMist™ System and the electronic SkinGun™ spray device to be used in our clinical trials which mostly tailed off during the quarters ended March 31, 2021.
(2)Personnel related expenses decreased primarily due to the absence of a bonus paid to our Chief Science Officer during the three months ended March 31, 2021.
(3)Stock compensation expense decreased due primarily to the completion of vesting in 2021 of prior issued stock options.
(4)In 2020 and early 2021, the Company’s incurred certain costs in preparation for its clinical trial during which time the set-up costs were mostly completed with future clinical trial costs expected to fluctuate depending on the number of enrollees into the clinical trial. During the three months ended March 31, 2022 compared to the same period in 2021, clinical trial expenses decreased primarily due to the completion of the set-up costs and subsequent enrollment of only two patients. As a result of the decision during Q1 to stop enrollment, the Company expects clinical trial expenses to decrease moving forward.
(5)All other expenses relate primarily to the prototype development of the electronic SkinGun ™ at StemCell Systems. These costs are expected to decrease as a result of the Company’s, April 28, 2022 notice to terminate the Strategic R&D Agreement.

 

 17 

 

General and Administrative Expenses

 

   Three Months Ended March 31,  Increase /
   2022  2021  (Decrease)
Personnel related(1)  $129,311   $208,684   $(79,373)
Stock-based compensation(2)   5,500    (1,153,575)   1,159,075 
Professional and consultant fees(3)   985,957    283,791    702,166 
All other(4)   25,788    124,056    (98,268)
Total G&A Expense  $1,146,556   $(537,044)  $1,683,600 

 

(1)Personnel related costs are expected to decrease slightly due to lower headcount starting mid-year 2021.
(2)Stock compensation expense in 2021 decreased due to the forfeiture and cancellation of 2,730,571 stock options as a result of the resignation of the Company’s former Chairman, President and Chief Executive Officer and two members of the Company’s Board of Directors Compensation expense was recorded on these options prior to their full vesting. As a result, the Company recognized a $1,248,575 reversal of the prior recognized compensation expense related to the cancelled options.
(3)Professional and consultant fees increased primarily due an increase in legal fees related to the Lawsuits. During the three months ended March 31, 2022, the Company incurred $49,267 in fees related to our patents and trademarks, $863,940 in legal fees related to the Lawsuits, $29,000 related to the preparation and audit of our financial statements and related filings with the SEC, and $43,750 for other legal related costs. The Company is obligated, pursuant to its bylaws, to indemnify its directors and officers. As a result, all legal costs related to the Lawsuits are recorded to the books of the Company. Insurance proceeds to cover the cost of the Company’s defense against the Lawsuits is recorded to other income at the time of receipt.
(4)All other costs decreased primarily due to the absence of expense related to directors’ and officers’ insurance and, to a lesser extent, a decrease in investor relations activities.

 

Liquidity and Capital Resources

 

The Company does not have any commercialized products, has not generated any meaningful revenue since inception and has sustained recurring losses and negative cash flows since inception. During the three months ended March 31, 2022 and 2021, the Company has incurred operating losses of $1,743,000 and $517,000, respectively and has used cash in operating activities of $1,779,000 and $1,805,000, respectively. The Company expects to incur losses as it continues to fund its legal defense and scaled-back development of its products and technologies.

 

At March 31, 2022, the Company had current and total liabilities of $1,387,000 and $2,188,000, respectively, including $1,176,000 of current liabilities related to its defense against the Lawsuits compared to $2,776,000 of current assets. As of March 31, 2022, the Company’s working capital totaled $1,388,433 not including approximately $1,042,000 in proceeds expected to be realized under its D&O Policy with AIG. In order to preserve its cash resources, the Company has taken measures to streamline operations, including ending enrollment of patients into its clinical trial, renegotiating and terminating certain agreements and service arrangements and entered into a loan agreement with Kalen Capital Corporation, an Alberta Canada corporation (“Kalen Capital”) which is wholly-owned by the Mr. Harmel S. Rayat, the Company’s President, Chief Executive Officer and Chairman, for $800,000 on March 18, 2022. As a result of the actions taken, the Company is in an improved position to maintain its solvency. However, due to the nature and early stage of the Lawsuits, the Company is unable to estimate the total costs to defend itself or the potential costs to the Company in the event that it is not successful in its defense. As a result, the Company estimates cash on hand will be insufficient for the twelve months following the date these financial statements are issued.

 

Historically, the Company has been funded through the sale of equity securities and debt financings. The future of the Company will depend on its ability to successfully raise capital from external sources to fund operations. If the Company is unable to obtain adequate funds, or if such funds are not available to it on acceptable terms, the Company's ability to continue its business to develop its cellular therapies will be significantly impaired and it may cause the Company to curtail operations. Although the Company has instituted cost savings measures, it will continue to assess its ongoing expenses.

 

Fair Value of Financial Instruments and Risks

 

The carrying value of cash, accounts payable and interest payable approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of the Company’s notes payable due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 

 

 18 

 

Market Risk Disclosures

 

We have not entered into derivative contracts either to hedge existing risks or for speculative purposes during the three months ended March 31, 2022 or year ended December 31, 2021, and the subsequent period through the date of this report.

 

Off-Balance Sheet Arrangements and Contractual Obligations

 

As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (SPEs), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually limited purposes. As of March 31, 2022, we were not involved in any SPE transactions. 

 

Recently Accounting Standards

 

See Note 1 to our Consolidated Financial Statements for more information regarding recent accounting standards and their impact to our consolidated results of operations and financial position.

 

Transactions with Related Persons

 

None.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates. We do not hold or issue financial instruments for trading purposes.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Interim Chief Executive Officer and Interim Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on this evaluation, our Interim Chief Executive Officer and Interim Chief Financial Officer concluded that as of March 31, 2022, that our disclosure controls and procedures were effective such that the information required to be disclosed in our SEC filings is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we are involved in litigation and other proceedings, including matters related to intellectual property and regulatory claims. See Note 7 to our unaudited consolidated financial statements for information on certain legal proceedings, which is incorporated by reference herein.

 

 19 

 

Item 1A. Risk Factors

 

Our results of operations and financial condition could be adversely affected by numerous risks. In addition to the other information in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for Fiscal 2021. These are not the only risks and uncertainties facing us. Additional risks not currently known to us or that we currently believe are immaterial may also negatively impact our business, financial condition, results of operations and future prospects.

 

Item 6. Exhibits

 

Exhibit No.   Description of Exhibit
31.1   Certification of the Principal Executive Officer  and Principal Financial Officer pursuant to Rule 13a-14(a).*
32.1   Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
     
101.INS   Inline XBRL Instance Document**
101.SCH   Inline XBRL Taxonomy Extension - Schema Document**
101.CAL   Inline XBRL Taxonomy Extension - Calculation Linkbase Document**
101.DEF   Inline XBRL Taxonomy Extension - Definition Linkbase Document**
101.LAB   Inline XBRL Taxonomy Extension - Label Linkbase Document**
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104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
           

_______________

* Filed herewith.
** Furnished herewith. iXBRL (Inline eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 20 

 

SIGNATURES

 

Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

RenovaCare, Inc.

(Registrant)

 

      
Date: May 12, 2022By: /s/ Harmel S. Rayat
   Name: Harmel S. Rayat
   Title: Interim President & Chief Executive Officer, and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

 

 

 

 

21

 

EX-31.1 2 exh_311.htm EXHIBIT 31.1

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

I, Harmel S. Rayat, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of RenovaCare, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

      
Date: May 12, 2022By: /s/ Harmel S. Rayat
   Name: Harmel S. Rayat
   Title: Interim President & Chief Executive Officer, and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)
EX-32.1 3 exh_321.htm EXHIBIT 32.1

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

The undersigned, as the Interim Chief Executive Officer and the Interim Chief Financial Officer of RenovaCare, Inc., respectively, certifies that, to the best of their knowledge and belief, the Quarterly Report on Form 10-Q for the three months ended March 31, 2022 that accompanies this certification fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of RenovaCare, Inc. at the dates and for the periods indicated. The foregoing certification is made pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and shall not be relied upon for any other purpose.

 

      
Date: May 12, 2022By: /s/ Harmel S. Rayat
   Name: Harmel S. Rayat
   Title: Interim President & Chief Executive Officer, and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

 

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Security Deposit 7,995 7,995
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