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Note 11 - Subsequent Events
3 Months Ended
Mar. 31, 2020
Notes to Financial Statements  
Subsequent Events [Text Block]
NOTE
11
 
– SUBSEQUENT EVENTS
 
Acquisition from Soluble Therapeutics and BioDtech
 
On
May 27, 2020,
the Company entered into an asset purchase agreement with InventaBioTech and its subsidiary Soluble to purchase certain assets including but
not
limited to certain intellectual property relating to CRO services and technology, certain equipment useful in such services and technology and all other assets held by Soluble relating to CRO as well as all intellectual property and other assets held by BioDtech, Inc., a related party to InventaBioTech, in exchange for termination and waiver of all remaining amounts due and payable under the note receivable from CytoBioscience and
125,000
shares of the Company’s common stock.
 
Schwartz Note Exchange
 
Effective as of
April 21, 2020,
the Company and Carl Schwartz, entered into an exchange agreement relating to a promissory note of the Company dated
January 31, 2020
issued by the Company in the principal amount of
$2,115,000.
The note bore
twelve
percent (
12%
) interest per annum and had a maturity date of
September 30, 2020.
The accrued interest on the note through
April 21, 2020
was
$77,878,
resulting in a total balance of
$2,192,878
in principal and accrued interest on the Note as of such date.
 
Dr. Schwartz and the Company agreed to exchange the note for newly issued shares of common stock of the Company at market value. Pursuant to the exchange agreement, Dr. Schwartz was issued
1,533,481
shares of newly issued common stock at an exchange rate of
$1.43
per share, equal to the closing price of the common stock on
April 21, 2020.
Dr. Schwartz agreed (
1
)
not
to sell or otherwise transfer
766,740
shares for
three
months after the date of the exchange agreement, and (
2
)
not
to sell or otherwise transfer the remaining
766,741
shares for
six
months after the date of the exchange agreement.
 
April 2020
Paycheck Protection Program
 
On
April 20, 2020,
the Company entered into a promissory note with Park State Bank, which provides for an unsecured loan of
$541,867
pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act and applicable regulations (the “CARES Act”). The promissory note has a term of
2
years with a
1%
per annum interest rate. Payments are deferred for
6
months from the date of the promissory note and the Company can apply for forgiveness of all or a portion of the promissory note after
60
days for covered use of funds.
 
Pursuant to the terms of the PPP, the promissory note, or a portion thereof,
may
be forgiven if proceeds are used for qualifying expenses as described in the CARES Act, such as payroll costs, costs used to continue group health care benefits, mortgage interest payments, rent and utilities. The Company intends to use all proceeds for qualifying expenses. However, there is
no
assurance that we will be able to obtain forgiveness of this loan. The terms of the promissory note, including eligibility and forgiveness,
may
be subject to further requirements in regulations and guidance adopted by the Small Business Administration.
 
May 2020
Registered Direct Offering and Concurrent Private Placement of Warrants
 
During
May 2020,
the Company entered into a securities purchase agreement with certain accredited investors for a registered direct offering of
1,396,826
shares of common stock, par value
$0.01
per share. In a concurrent private placement, the Company also issued such investors warrants to purchase up to an aggregate of
1,396,826
shares of common stock. The shares and the warrants were sold at a combined offering price of
$1.575
per share and associated warrant. Each warrant is exercisable immediately upon issuance at an exercise price of
$1.45
per share and will expire
five
and
one
-half years from the issue date. The sale of the offering shares and associated warrants resulted in gross proceeds of
$2,200,001
and net proceeds of
$1,930,101
after deducting the placement agent fees and estimated offering expenses payable by the Company. The Company used the net proceeds from the offering to repay certain indebtedness and agreed to use the remaining net proceeds from the offering for general corporate purposes. The offering closed on
May 8, 2020.
 
Conversion of Series D Preferred Shares
 
During
April 2019,
the Company issued
3,500,000
shares of Series D preferred stock to Helomics as part of the acquisition. Each share of Series D preferred stock was subject to automatic conversion, whereby each such share converts automatically on a
10:1
basis into a share of the Company’s common stock. On
April 4, 2020,
3,500,000
shares of Series D convertible preferred stock were converted into
350,004
shares of common stock.
 
Pending Conversion of Series E Preferred Shares
 
In
May 2020,
we notified the holders of our Series E Convertible Preferred Stock of our election to convert the outstanding shares of Series E Stock into common stock effective on
June 13, 2020
pursuant to the terms of the Series E Stock. Currently, there are
207.7
shares of Series E Stock outstanding. Each share of Series E Stock will convert into
0.056857%
of the issued and outstanding shares of common stock immediately prior to conversion; therefore, assuming that there are
207.7
outstanding shares of Series E Stock on
June 13, 2020,
the shares will be converted into shares of common stock equal to
11.8092%
of the outstanding shares of common stock as of
June 12, 2020.
 
Licensing and Collaboration using NSP-
10
 
The Company entered into a licensing arrangement for a novel nanoparticle vaccine platform recently developed by Dr. Daniel Carter. The vaccine technology being developed by Dr. Carter is based on a self-assembling nanoparticle called NSP-
10
(“Non Specific Protein”) which follows a foundational vaccine platform developed earlier by Dr. Carter and his team. NSP-
10
received notice of allowance from the US Patent Office in
February 2020.
The Company’s next step, in support of its collaboration with Dr. Carter, is seeking quotes for a Phase
1
clinical trial from
one
or more of the BARDA approved CROs.
 
Newly formed subsidiaries
 
The Company formed Extraordinary Vaccine Development Corporation as a wholly owned subsidiary in
May 2020.
This subsidiary will operate all business associated with the use of NSP-
10
and the Company’s collaboration with Dr. Carter.
 
The Company also formed Soluble Biotech Inc. as a wholly owned subsidiary in
May 2020.
This subsidiary will operate the assets of Soluble Therapeutics and BioDtech that Company acquired in
May 2020.
 
The Company has evaluated all of its activities and concluded that
no
other subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes to the condensed consolidated financial statements, except as described above.