VICAPSYS LIFE SCIENCES, INC. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which assumes the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company experienced a net loss of$596,073 for the six months endedJune 30, 2020 , had a working capital deficit of$701,849 and an accumulated deficit of$13,722,983 as ofJune 30, 2020 . These factors raise substantial doubt about the Company's ability to continue as a going concern and to operate in the normal course of business. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might result from this uncertainty. InMarch 2020 , theWorld Health Organization declared the novel COVID-19 virus as a global pandemic. The COVID-19 outbreak inthe United States has resulted in a significant impact to the Company's ability to secure additional debt or equity funding to support operations in 2020. The Company has raised$365,000 (see Note 10) throughAugust 2021 and management intends to raise additional funds in 2021 to support current operations and extend development of its product line. No assurance can be given that the Company will be successful in this effort. If the Company is unable to raise additional funds in 2021, it will be forced to severely curtail all operations and research and development activities.
NOTE 3 - INVESTMENT AND RESTRUCTURING AGREEMENT
OnMay 21, 2019 (the "Closing Date"), pursuant to that certain Investment and Restructuring Agreement, datedApril 11, 2019 (the "IAR Agreement"), by and among the Company,YPH, LLC , ("YPH"),Stephen McCormack , the then Chief Executive Officer and a director of the Company,Steven Gorlin , then a director of the Company,Charles Farrahar , then the Chief Financial Officer of the Company,Athens Encapsulation Inc. , ("AEI" and collectively with), Messrs. McCormack, Gorlin, Farrahar, the "AEI Parties", and certain additional investors (collectively, the "Additional Investors "):
? Messrs. McCormack and Gorlin resigned from the Board of Directors of the
Company and from all positions as officers or employees of the Company.
8
?
Directors of the Company.
appointed to the Board of Directors of the Company.
appointed as the Chief Executive Officer of the Company.
? YPH and the
aggregate of 3,980,000 shares of common stock of the Company at a purchase
price of
stock exercisable from the date of their respective investment dates (ranging
from
third anniversary of the Investment Date for
received
? The Company assigned all of the Company's right, title and interest in a
Master Services Agreement, dated
customer, Otsuka, to AEI.
? VI assigned its lease to the Athens, Georgia Laboratory and office (the
"Athens Facility") to AEI.
? The Company contributed to AEI all physical assets located at the
Facility. These contributed assets did not include intellectual property
related to the use of CXCL12, and the AEI Parties agreed that neither they nor
any affiliated party will use CXCL12 or any analogues in any of its
activities. The Company retained the right to use any of the "encapsulation
technology" utilized or developed at the Athens Facility before the IAR
Agreement was executed.
? AEI assumed certain liabilities of the Company, including, but not limited to,
advances made by Messrs. Gorlin, Farrahar and McCormack to the Company an
aggregate of
McCormack and Farrahar; and an aggregate of
attributable to the Athens Facility (the "AEI Assumed Liabilities").
? AEI issued an aggregate of 1,600 shares of AEI common stock (the "AEI Common
Stock") to the officer and employees of AEI (the "AEI Shareholders"),
representing 80% of the outstanding capital stock of AEI. The AEI Shareholders
were Messrs. Gorlin, McCormack, and Farrahar, each of which is a current
shareholder of the Company, and two of whom were former Directors of the
Company.
? AEI issued 400 shares of its preferred stock (the "AEI Preferred Stock"), to
the Company. Once AEI pays the AEI Assumed Liabilities noted above, the
Certificate of Designation for the AEI Preferred Stock entitles the holder to
receive all distributions made by AEI on any of its equity securities up to a
total of
of the AEI Preferred Payment, the AEI Preferred Stock shall automatically be
converted into a number of shares of AEI Common Stock such that it is equal to
20% of all issued and outstanding AEI Common Stock at such time.
?
agreement dated
option shares from 1,440,000 to 600,000; and (ii) extend the exercise period
of
the Closing Date.
Due to the related party nature of the transactions described above, the net
liabilities transferred in the IAR Agreement of $875,177 were recorded as an
increase to additional paid-in capital.
Pursuant to the Financial Accounting Standards Board's (the "FASB") Accounting
Standards Codification ("ASC") 205-20 Presentation of Financial Statements:
Discontinued Operations and amended by Accounting Standards Update ("ASU") No.
2014-08, management has determined that this transaction meets the definition of
presenting discontinued operations, as the Company disposed of a component of
its business (see Notes 4 and 9). During the six months ended June 30, 2019 , the
results of operations of this disposed business component have been presented as
discontinued operations.
9
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements in this report have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Company's consolidated annual financial statements prepared in accordance with accounting principles generally accepted inthe United States of America have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with a reading of the Company's consolidated audited financial statements and notes thereto for the year endedDecember 31, 2019 , filed in the Form 10. Interim results of operations for the three and six months endedJune 30, 2020 , and 2019, are not necessarily indicative of future results for the full year. The unaudited condensed consolidated financial statements of the Company include the consolidated accounts of VLS and its' wholly owned subsidiary VI. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity withU.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates included in the financial statements, include useful the life of intangible assets, valuation allowance for deferred tax assets and non-cash equity transactions and stock-based compensation. Cash The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. The Company held no cash equivalents as ofJune 30, 2020 , andDecember 31, 2019 . Cash balances may, at certain times, exceed federally insured limits. If the amount of a deposit at any time exceeds the federally insured amount at a bank, the uninsured portion of the deposit could be lost, in whole or in part, if the bank were to fail. Intangible Assets
Costs of intangible assets are accounted for through the capitalization of those costs incurred in connection with developing or obtaining such assets. Capitalized costs are included in intangible assets in the unaudited condensed consolidated balance sheets. The Company's intangible assets consist of costs incurred in connection with securing an Exclusive Patent License Agreement withThe General Hospital Corporation , d/b/aMassachusetts General Hospital ("MGH"), as amended (the "License Agreement"). These costs are being amortized over the term of the License Agreement which is based on the remaining life of the related patents being licensed. The Company reviews these intangible assets for possible impairment when events or changes in circumstances indicate that the assets carrying amount may not be recoverable. In evaluating the future benefit of its intangible assets, management performs an analysis of the anticipated undiscounted future net cash flows of the intangible assets over the remaining estimated useful life. An impairment loss is recorded if the carrying value of the asset exceeds the
expected future cash flows. Long-Lived Assets The Company reviews long-lived assets at least annually or when events or changes in circumstances reflect the fact that the recorded value may not be recoverable for impairment and recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying values. Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the components of an entity meet the criteria in paragraph 205-20-45-10. In the period in which the component meets held-for-sale or discontinued operations criteria the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. 10 At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations. The Company disposed of a component of its business pursuant to the IAR Agreement (see Note 3) inMay 2019 , which met the definition of a discontinued operation. Accordingly, the operating results of the business transferred are reported as a loss from discontinued operations in the accompanying unaudited condensed consolidated statement of operations and statement of cash flows for the period endedJune 30, 2019 . For additional information, see Note 9- Discontinued Operations.Equity Method Investment The Company accounts for investments in which the Company owns more than 20% or has the ability to exercise significant influence of the investee, using the equity method in accordance with ASC Topic 323,Investments-Equity Method and Joint Ventures . Under the equity method, an investor initially records an investment in the stock of an investee at cost and adjusts the carrying amount of the investment to recognize the investor's share of the earnings or losses of the investee after the date of acquisition. The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor's share of changes in the investee's capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary, and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. In accordance with ASC 323-10-35-20 through 35-22, the investor ordinarily shall discontinue applying the equity method if the investment (and net advances) is reduced to zero and shall not provide for additional losses unless the investor has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee. An investor shall, however, provide for additional losses if the imminent return to profitable operations by an investee appears to be assured. For example, a material, nonrecurring loss of an isolated nature may reduce an investment below zero even though the underlying profitable operating pattern of an investee is unimpaired. If the investee subsequently reports net income, the investor shall resume applying the equity method only after its share of that net income equals the share of net losses not recognized during the period the equity method was suspended. Equity and cost method investments are classified as investments. The Company periodically evaluates its equity and cost method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded as an impairment loss in the accompanying consolidated statements of operations. The Company's equity method investment consisted of equity owned in AEI which was given to the Company as part of an investment and restructuring agreement (see Note 3). InJanuary 2021 (see Note 10), the Company sold its' equity investment in AEI for$100,000 . During the six months endedJune 30, 2020 and 2019, the Company did not have any proportionate share of net income from AEI.
Fair Value of Financial Instruments
ASC 825, "Disclosures about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. ASC 820, "Fair Value Measurements" defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as ofJune 30, 2020 . The carrying amounts of the Company's financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities, payables with related parties, approximate their fair values because of the short maturity of these instruments. 11 Revenue Recognition
EffectiveJanuary 1, 2018 , the Company adopted ASC Topic 606, "Revenue from Contracts with Customers" ("ASC 606") and all the related amendments. The Company elected to adopt this guidance using the modified retrospective method. The adoption of this guidance did not have a material effect on the Company's consolidated financial position, results of operations or cash flows. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required underU.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company's contracts with customers are generally on a contract and work order basis and represent obligations that are satisfied at a point in time, as defined in the new guidance, generally upon delivery or has services are provided. Accordingly, revenue for each sale is recognized when the Company has completed its performance obligations. Any costs incurred before this point in time, are recorded as assets to be expensed during the period the related revenue is recognized. Stock Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 - "Compensation -Stock Compensation," which requires recognition in the financial statements of the cost of employee, director and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment. Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. For the six months endedJune 30, 2020 and 2019, the Company incurred$94,048 and$0 , respectively, in research and development expenses to a related party. Income Taxes
The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed, nor paid, any interest or penalties. Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. 12 Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. As ofJune 30, 2020 and 2019, the Company's dilutive securities are convertible into approximately 17,688,006 and 19,841,156 shares of common stock, respectively. This amount is not included in the computation of dilutive loss per share because their impact is antidilutive. The following table represents the classes of dilutive securities as ofJune 30, 2020 and
2019:
June 30, June 30,
2020 2019
Common stock to be issued 651,281 4,504,431
Convertible preferred stock 10,440,000 10,440,000
Stock options 2,450,000 2,450,000Warrants to purchase common stock 4,146,725 2,446,725
17,688,006 19,841,156
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements.
NOTE 5 - INTANGIBLE ASSETS The Company's intangible assets consist of costs incurred in connection with the License Agreement with MGH, as amended (See Note 7). The consideration paid for the rights included in the License Agreement was in the form of common stock shares which resulted in MGH receiving approximately 20% of the total outstanding shares of common stock of VI. The estimated value of the common stock is being amortized over the term of the License Agreement which is based on the remaining life of the related patents being licensed which is approximately 16 years. The Company's intangible assets consisted of the following atJune 30, 2020 , andDecember 31, 2019 : June 30, 2020 December 31, 2019 Licensed patents$ 492,514 $ 492,514 Accumulated Amortization (73,966 ) (58,241 ) Balance$ 418,548 $ 434,273 The Company recognized$7,862 and$15,725 of amortization expense related to the License Agreement with MGH for the three and six months endedJune 30, 2020 , respectively. The Company recognized$7,821 and$15,642 of amortization expense related to the License Agreement with MGH for the three and six months endedJune 30, 2019 , respectively.
Future expected amortization of intangible assets is as follows:
Fiscal year endingDecember 31, 2020 (months remaining)$ 15,574 2021 31,299 2022 31,299 2023 31,299 2024 31,299 Thereafter 277,778$ 418,548 13
NOTE 6 - RELATED PARTY TRANSACTIONS
Consulting Agreement OnJune 21, 2019 , the Company entered into a Consulting Agreement (the "Consulting Agreement") withMark Poznansky , MD, (the "Consultant") a stockholder and former Director. The Company engaged the Consultant to render consulting services with respect to informing, guiding and supervising the development of antagonists to immune repellents or anti-fugetaxins for the treatment of cancer. The initial term of the Consulting Agreement is for one year (the "Initial Term") and the Company agreed to pay the Consultant$3,000 per month commencingJune 1, 2019 , with the fee increasing to$6,000 per month commencing on the 1st day of the month following the completion of a$5 million in fundraising by the Company. The Consulting Agreement was not renewed after the Initial Term due the Company's working capital deficiencies. The Company incurred expenses of$9,000 and$18,000 for the three and six months endedJune 30, 2020 , respectively, related to the Consulting Agreement which is included in professional fees on the unaudited condensed consolidated statements of operations. As ofJune 30, 2020 ,$9,000 is included in accounts payable, related parties related to the Consulting Agreement. MGH License Agreement OnMay 8, 2013 , VI and MGH a principal stockholder (see Note 5) entered into the License Agreement, pursuant to which MGH granted to the Company, in the field of coating and transplanting cells, tissues and devices for therapeutic purposes, on a worldwide basis: (i) an exclusive, royalty-bearing license under its rights in Patent Rights (as defined in the License Agreement) to make, use, sell, lease, import and transfer Products and Processes (each as defined in the License Agreement); (ii) a non-exclusive, sub-licensable (solely in the License Field and License Territory (each as defined in the License Agreement)) royalty-bearing license to Materials (as defined in the License Agreement) and to make, have made, use, have used, Materials for only the purpose of creating Products, the transfer of Products and to use, have used and transfer processes; (iii) the right to grant sublicenses subject to and in accordance with the terms of the License Agreement, and (iv) the nonexclusive right to use technological information (as defined in the License Agreement) disclosed by MGH to the Company under the License Agreement, all subject to and in accordance with the License Agreement (the "License"). As amended by the Seventh Amendment to the License Agreement onDecember 22, 2017 , the License Agreement requires that VI satisfy the following requirements prior to the first sale of Products ("MGH License Milestones"), by certain dates which have passed. The table below lists the MGH Milestones and the Company's progress in satisfying or negotiating the extension of each milestone: MILESTONE: STATUS: (i) Provide a detailed business and The Company has provided MGH with a development plan. completed Corporate pitch deck which outlines the Company's business and development plans has been provided to MGH. (ii) Raise$2 million in a financing The Company has raised$1 million and is round. currently in the process of raising the second$1 million . The Company and MGH are currently negotiating extending this milestone. (iii) Initiate and finance research Milestone completed. regarding the role of CXCL12 in minimizing fibrosis formation.
(iv) Initiate and finance research
regarding the role of CXCL12 in as part of the academic project. The
beta cell function and Company therefore made the strategic
differentiation. decision to fund another aspect of
CXCL12 biology which focuses on the role
of CXCL12 in wound healing. For the time
being, the Company is excused from
meeting this milestone as it has
provided an alternative milestone as
well as a justification for not pursuing
this particular milestone.
14
The Company and MGH have agreed to work together to restate the License Agreement, incorporating all the relevant provisions from the seven amendments and agreeing on a new set of milestones for future development.
The License Agreement also requires VI to pay to MGH a one percent (1%) royalty rate on net sales related to the first license sub-field, which is the treatment of Type 1 Diabetes. Future sub-fields shall carry a reasonable royalty rate, consistent with industry standards, to be negotiated at the time the first such royalty payment shall become due with respect to the applicable Products and Processes (as defined in the License Agreement). The License Agreement additionally requires VI to pay to MGH a$1.0 million "success payment" within 60 days after the first achievement of total net sales of Product or Process equal to or to exceed$100,000,000 in any calendar year and$4,000,000 within sixty (60) days after the first achievement of total net sales of Product or Process equal or exceed$250,000,000 in any calendar year. The Company is also required to reimburse MGH's expenses in connection with the preparation, filing, prosecution and maintenance of all Patent Rights. The License Agreement expires on the later of (i) the date on which all issued patents and filed patent applications within the Patent Rights have expired or been abandoned, and (ii) one (1) year after the last sale for which a royalty is due under the License Agreement. The License Agreement also grants MGH the right to terminate the License Agreement if VI fails to make any payment due under the License Agreement or defaults in the performance of any of its other obligations under the License Agreement, subject to certain notice and rights to cure set forth therein. MGH may also terminate the License Agreement immediately upon written notice to VI if VI: (i) shall make an assignment for the benefit of creditors; or (ii) or shall have a petition in bankruptcy filed for or against it that is not dismissed within sixty (60) days of filing. As of the date of this filing, this License Agreement remains active and the Company has not received any termination notice from MGH. VI may terminate the License Agreement prior to its expiration by giving ninety (90) days' advance written notice to MGH, and upon such termination shall, subject to the terms of the License Agreement, immediately cease all use and sales of Products and Processes. The Company incurred research and development expenses to MGH of$0 and$94,048 , respectively, during the three and six months endedJune 30, 2020 , all of which is in accounts payable as ofJune 30, 2020 on the unaudited condensed consolidated balance sheets. The Company did not incur any research and development expenses to MGH for the three and six months endedJune 30, 2019 .
During the three and six months ended
Investment and Restructuring Agreement (IAR Agreement)
As discussed in Note 3, the Company transferred certain assets and liabilities to AEI, a company majority owned by three current stockholders of the Company, two of which were also former Directors and one was an officer of the Company. As a result of the IAR Agreement, the Company received 400 shares of preferred stock in AEI (See Note 10). 15
Accounts Payable and Accrued Salaries
The Company incurred director fees of$22,500 and$45,000 for the three and six months endedJune 30, 2020 , respectively, toFederico Pier , the Company' Chairman of the Board, which is included in personnel costs on the unaudited condensed consolidated statements of operations. As ofJune 30, 2020 ,$30,000 of these director fees are included in accounts payable, related parties, on the unaudited condensed consolidated balance sheets. The Company incurred$15,000 in director fees toFederico Pier for the three and six months endedJune 30, 2019 . There were no amounts outstanding due related to these director fees as ofDecember 31, 2019 . The Company incurred consulting fees of$15,000 and$30,000 for the three and six months endedJune 30, 2020 , respectively, toJeff Wright , the Company's Chief Financial Officer, which is included in professional fees on the unaudited condensed consolidated statements of operations. As ofJune 30, 2020 ,$20,000 is included in accounts payable, related parties, on the unaudited condensed consolidated balance sheets. The Company did not incur any consulting fees toJeff Wright for the three and six months endedJune 30, 2019 . InAugust 2020 , Frances Tonneguzzo, the Company's Chief Executive Officer (the "former CEO") tendered her resignation as CEO (Note 10). For the three and six months endedJune 30, 2020 , the Company incurred expenses of$68,450 and$136,901 to the former CEO. As ofJune 30, 2020 ,$79,858 of unpaid salary to the former CEO is included in accrued salaries, related party, on the unaudited condensed consolidated balance sheets. For the three and six months endedJune 30, 2019 , the Company incurred expenses of$22,817 to the former CEO. All of the expenses to the former CEO are included in personnel costs on the unaudited condensed consolidated statements of operations.
NOTE 7- COMMITMENTS AND CONTINGENCIES
Lease Agreements OnMarch 1, 2014 , the Company entered into a rental agreement with theBoard of Regents of the University System ofGeorgia ("UGA"). As ofJuly 1, 2016 , the Company rented approximately 1,413 square feet for a monthly rent of$2,590 per month. EffectiveAugust 1, 2017 , the Company rented approximately 2,771 square feet and the rent was increased to$5,542 per month and expiringJuly 1, 2019 . The Company did not incur any rent expense under the rental agreement for the three and six months endedJune 30, 2020 . Rent expense under the rental agreement was$5,542 and$22,168 , respectively, for the three and six months endedJune 30, 2019 , and is included in discontinued operations on the unaudited condensed consolidated statements of operations. The lease was assigned to
AEI inMay 2019 .
OnJune 3, 2017 , the Company entered into an Equipment Lease Agreement (the "Lease Agreement") for medical equipment with a cost of$76,600 (the equipment cost). Pursuant to the Lease Agreement, the Company paid a deposit of$32,705 and agreed to twenty-four (24) monthly payments (the term) of$1,756 . The Company can acquire the equipment either a) after the first 6 monthly payments for the equipment cost minus the sum of the deposit and 70% of the monthly payments, or b) by paying seven (7) additional monthly payments at the end of the term. The Company did not incur any lease expense under the Lease Agreement for the three and six months endedJune 30, 2020 . Equipment lease expense under the Lease Agreement was$3,877 and$9,692 for the three and six months endedJune 30, 2019 and is included in discontinued operations on the condensed consolidated statement of operations. The Company returned the equipment upon the expiration of the lease inMay 2019 . Legal Matters The Company is not aware of any material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. MGH License Agreement
As discussed in Note 7, the Company executed a License Agreement with MGH. The License Agreement also requires VI to pay to MGH a one percent (1%) royalty rate on net sales related to the first license sub-field, which is the treatment of Type 1 Diabetes. Future sub-fields shall carry a reasonable royalty rate, consistent with industry standards, to be negotiated at the time the first such royalty payment shall become due with respect to the applicable Products and Processes (as defined in the License Agreement). 16
The License Agreement additionally requires VI to pay to MGH a$1.0 million "success payment" within 60 days after the first achievement of total net sales of Product or Process equal or exceeding$100,000,000 in any calendar year and$4,000,000 within sixty (60) days after the first achievement of total net sales of Product or Process equal to or exceeding$250,000,000 in any calendar year. The Company is also required to reimburse MGH's expenses in connection with the preparation, filing, prosecution and maintenance of all Patent Rights. No expense reimbursements were paid to MGH during the three and six months endedJune 30, 2020 . Consulting Agreement OnJune 21, 2019 , the Company entered into a Consulting Agreement (the "Consulting Agreement") withC&H Capital, Inc. (the "Consultant"). The Company engaged the Consultant to render consulting services to facilitate long range strategic investor relations planning and other related services. The initial term of the Consulting Agreement is for one year (the "Initial Term") and the Company agreed to pay the Consultant$3,500 on the last business day for each month of service. The Consulting Agreement was not renewed after the Initial Term due the Company's working capital deficiencies. The Company incurred expenses of$10,500 and$21,000 for the three and six months endedJune 30, 2020 , respectively, related to the Consulting Agreement which is included in professional fees on the unaudited condensed consolidated statements of operations. As ofJune 30, 2020 ,$14,000 is included in accounts payable related to the Consulting Agreement. The Company did not incur any expenses related to the Consulting agreement withC&H Capital, Inc. for the three and six months endedJune 30, 2019 .
NOTE 8 - STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock
The Company has 20,000,000 authorized shares of preferred stock,
Series A Preferred Stock OnDecember 19, 2017 , the Company amended its articles of incorporation by filing a certificate of designation with the Secretary ofState of Florida therein designating a class of preferred stock as Series A Preferred Stock,$0.001 par value per share, consisting of 3 million (3,000,000) shares. Each holder of shares of Series A Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series A Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. The holders of the Series A Preferred Stock shall vote together with the holders of the common stock of the Company as a single class and as single voting group upon all matters required to be submitted to a class or series vote pursuant to the protective provisions of the Certificate of Designation or under applicable law. In the event of liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any common stock holders, distribution of any surplus funds equal to the greater of (i) the sum of$1.67 per share or (ii) such amount per share as would have been payable had all shares been converted to common stock. The holder of Series A Preferred Stock may elect at any time to convert such shares into common stock of the Company. Each share of Series A Preferred Stock is convertible into shares of common stock at a conversion Rate of 2:1 (the "Series A Conversion Rate"). The Series A Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations. The shares of Series A Preferred Stock shall automatically convert into shares of common stock onFebruary 12, 2021 (the one-year anniversary of the initial filing by the Company of a Form 10 filed with theSecurities and Exchange Commission ). The holders of the Series A Preferred Stock shall be entitled to participate with the holders of the common stock in any dividends paid or set aside for payment (other than dividends payable solely in shares of common stock) so that the holders of the Series A Preferred Stock shall receive with respect to each share of Series A Preferred Stock an amount equal to (x) the dividend payable with respect to each share of common stock multiplied by (y) the number of share of common stock into which such share of Series A Preferred Stock is convertible as of the record date for such dividend. 17
Any such dividend shall be paid with respect to all then outstanding shares of common stock and Series A Preferred Stock on a pari passu basis and on as-converted basis. No dividends shall be paid on the common stock or the Series B Preferred Stock unless an equivalent dividend is paid with respect to the Series A Preferred Stock. In addition to any other rights and restrictions provided by applicable law, without first obtaining the affirmative vote or written consent of the holders of a majority of the then-outstanding shares of Series A Preferred Stock, the Company shall not amend or repeal any provision of, add any provision to, the Company's Articles of Incorporation or the Series A Preferred Stock Certificate of Designation if such action would adversely alter or change the preferences, rights, privileges or power of, or restrictions provided for the benefit of, the Series A Preferred Stock. Unless otherwise prohibited by applicable law, the Board of Directors of the Company shall have the authority to repeal any provision of, or add any provision to, the Company's Articles of Incorporation or Series A Preferred Stock Certificate of Designation if such action would not adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series A Preferred Stock.
As of
Series B Preferred Stock
On
Each holder of shares of Series B Preferred Stock shall be entitled to the number of votes equal to the number of votes held by the number of shares of common stock into which such share of Series B Preferred Stock could be converted, and except as otherwise required by applicable law, shall have the voting rights and power equal to the voting rights and powers of the common stock. The holders of the Series B Preferred Stock shall vote together with the holders of the common stock of the Company as a single class and as single voting group upon all matters required to be submitted to a class or series vote pursuant to the protective provisions of the Series B Preferred Stock Certificate of Designation or under applicable law. In the event of liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any common stock holders, distribution of any surplus funds equal to the greater of : the sum of$0.83 per share or such amount per share as would have been payable had all shares been converted to common stock. The holder of Series B Preferred Stock may elect at any time to convert such sharers into common stock of the Company. Each share of Series B Preferred Stock is convertible into shares of common stock at a conversion rate of 1:1 (the "Series B Conversion Rate"). The Series B Conversion Rate shall be adjusted for stock splits, stock combinations, stock dividends or similar recapitalizations. The shares of Series B Preferred Stock shall automatically convert into shares of common stock onFebruary 12, 2021 (the one-year anniversary of the initial filing by the Company of a Form 10 filed with theSecurities and Exchange Commission ). The holders of the Series B Preferred Stock shall be entitled to participate with the holders of the common stock in any dividends paid or set aside for payment (other than dividends payable solely in shares of common stock) so that the holders of the Series B Preferred Stock shall receive with respect to each share of Series B Preferred Stock an amount equal to (x) the dividend payable with respect to each share of common stock multiplied by (y) the number of share of common stock into which such share of Series B Preferred Stock is convertible as of the record date for such dividend. Any such dividend shall be paid with respect to all then outstanding shares of common stock and Series B Preferred Stock on a pari passu basis and on as-converted basis. No dividends shall be paid on the common stock or the Series B Preferred Stock unless an equivalent dividend is paid with respect to the Series B Preferred Stock. In addition to any other rights and restrictions provided by applicable law, without first obtaining the affirmative vote or written consent of the holders of a majority of the then-outstanding shares of Series B Preferred Stock, the Company shall not amend or repeal any provision of, add any provision to, the Company's Articles of Incorporation or the Series B Preferred Stock Certificate of Designation if such action would adversely alter or change the preferences, rights, privileges or power of, or restrictions provided for the benefit of, the Series B Preferred Stock. 18 Unless otherwise prohibited by applicable law, the Board of Directors of the Company shall have the authority to repeal any provision of, or add any provision to, the Company's Articles of Incorporation or Series B Preferred Stock Certificate of Designation if such action would not adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series B Preferred Stock.
As of
Common Stock The Company has 300,000,000 authorized shares of common stock,$0.001 par value per share. As ofJune 30, 2020 , andDecember 31, 2019 , there were 17,483,283 shares of common stock outstanding. Common Stock Issuance During the six months endedJune 30, 2019 , the Company sold 2,280,000 units, consisting of one share of common stock and one warrant to purchase a share of common stock (the "Units"). The Company sold 2,280,000 units at$0.25 to accredited investors. The Company received net proceeds of$550,000 , net of$20,000 of issuance costs. The warrant has a three- year exercise term at a price per share of common stock of$0.50 .
The Company did not issue any shares of common stock during the six months ended
Common Stock to be issued As ofJune 30, 2020 and 2019, there were 651,281 and 4,504,431, respectively, shares of common stock to be issued. As ofJune 30, 2020 , 621,281 of the shares are to be issued under the IAR Agreements (see above), and 30,000 shares of common stock are to be issued to two initial shareholders of VI. During the period endedJune 30, 2019 , 891,551 shares of common stock were to be issued pursuant to a Stock Issuance and Release Agreement ("SRI Agreement") executed by the Company to stockholderswho purchased shares in 2018 at$1.85 per share for no consideration. The Company recorded a deemed dividend to stockholders of$160,479 for the shares to be issued under the SRI Agreements, at$0.18 per share, based upon the estimated underlying value of the common stock of$0.18 per share based upon recent Units sold by the Company. As ofJune 30, 2019 , the remaining common stock to be issued consists of 3,612,880 shares to be issued to MGH pursuant to the License Agreement (see Notes 5, 6 and 7). Stock Options
The following table summarizes activities related to stock options of the
Company for the six months ended
Weighted-Average
Exercise Price per Weighted-Average
Number of Options Share Remaining Life (Years)Outstanding at December 31, 2019 2,450,000 $ 0.57 8.20 Outstanding at June 30, 2020 2,450,000 $ 0.57 7.71 Exercisable at June 30,2020 2,116,667 $
0.62 7.52
The Company did not grant any options to purchase shares of common stock during
the three and six months ended June 30, 2020 . The Company recorded stock
compensation expense of $5,408 and $10,816 during the three and six months ended
June 30, 2020 , respectively. The Company did not record any stock-based
compensation expense during the three and six months ended June 30, 2019 ,
respectively. As of June 30, 2020 , 333,333 options to purchase shares of common
stock remain unvested and $43,261 of stock compensation expense remains
unrecognized and will be expensed over a weighted average period of 2.50 years.
19
Warrants
The following table summarizes activities related to warrants of the Company for
the six months ended
Weighted-Average
Number of Exercise Price per Weighted-Average
Warrants Share Remaining Life (Years)
Outstanding and exercisable at
December 31, 2019 4,146,725 $ 0.53 2.50
Outstanding and exercisable at June
30, 2020 4,146,725 $ 0.53 2.01
The Company did not issue any warrants during the six- month period ended
NOTE 9 - DISCONTINUED OPERATIONS
InApril 2019 , the Company's board of directors approved the IAR Agreement (See Note 3), whereby the Company, in effect transferred a segment of its business and the related assets and liabilities to AEI, a related party. The transaction was completed onMay 21, 2019 . ASC 205-20 "Discontinued Operations" establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. As a result, the component's results of operations as ofJune 30, 2019 have been reclassified as discontinued operations on the condensed consolidated statements of operations. The results of operations of this component are separately reported as "discontinued operations" for the six months endedJune 30, 2020 . There have been no transactions between the Company and AEI since the IAR Agreement. A reconciliation of the major classes of line items constituting the loss from discontinued operations, net of income taxes as is presented in the unaudited condensed consolidated statements of operations for the three and six months endedJune 30, 2020 and 2019 are summarized below: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenues $ - $ - $ -$ 50,000 Operating expenses: Personnel costs - 84,648 - 291,453 Travel expenses - 239 - 20,892 Laboratory expenses - 3,905 - 55,227
General and administrative expenses - 7,933 - 58,215 Total operating expenses - 96,725 - 425,787
Loss from discontinued operations $ -
There were no carrying amounts of major classes of assets and liabilities of the
Company classified as discontinued operations in the unaudited condensed
consolidated balance sheets at
NOTE 10 - SUBSEQUENT EVENTS InAugust 2020 , Frances Tonneguzzo, the Company's former CEO tendered her resignation as CEO. The resignation was not a result of any disagreement with the Company or its policies or practices. The total compensation incurred for 2020, prior to the receipt of the CEO's resignation was$172,354 , of which approximately$80,000 is included in accrued salaries, related party, as of
June 30, 2020 .
In
OnFebruary 12, 2021 , the 3,000,000 shares of Series A Preferred Stock automatically converted into 6,000,000 shares of common stock, and the 4,440,000 shares of Series B Preferred Stock automatically converted into 4,440,000 shares of common stock. InJune 2021 , the Company entered into Security Purchase Agreements ("SPA's) with select accredited investors in connection with a private offering by the Company to raise a maximum of$1,000,000 through the sale of common stock of the Company at$0.25 per share. The Company has sold 1,540,000 shares of common stock and received proceeds of$385,000 as of the date of these financial statements. 20
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto appearing in Part I, Item 1 of this Quarterly Report. Historical results and trends that might appear in this Quarterly Report should not be interpreted as being indicative of future operations. OverviewVicapsys Life Sciences, Inc. ("VLS") was incorporated in theState of Florida onJuly 8, 1997 under the nameAll Product Distribution Corp. OnAugust 19, 1998 , the Company changed its name toPhage Therapeutics International, Inc. OnNovember 13, 2007 , the Company changed its name toSSGI, Inc. OnSeptember 13, 2017 , the Company changed its name toVicapsys Life Sciences, Inc. , effected a 1-for-100 reverse stock split of its outstanding common stock, increased the Company's authorized capital stock to 300,000,000 shares of common stock, par value$0.001 per share, and 20,000,000 shares of "blank check" preferred stock, par value$0.001 per share. OnDecember 22, 2017 , pursuant to a Share Exchange Agreement (the "Exchange Agreement") by and among VLS,Michael W. Yurkowsky ,ViCapsys, Inc. ("VI") and the shareholders of VI, a private company, VI became a wholly owned subsidiary of VLS. We refer to VLS and VI together as the "Company".
On
The Company's strategy is to develop and commercialize, on a worldwide basis, various intellectual property rights (patents, patent applications, know how, etc.) relating to a series of encapsulated products that incorporate proprietary derivatives of the chemokine CXCL12 for creating a zone of immunoprotection around cells, tissues, organs and devices for therapeutic purposes. The product name VICAPSYN™ is the Company's proprietary product line that is applied to transplantation therapies and related stem-cell applications in the transplantation field. COVID-19
InMarch 2020 , theWorld Health Organization declared the spread of a novel strain of coronavirus ("COVID-19") a global pandemic. Actions have been taken by federal, state and local governmental authorities to combat the spread of COVID-19, including through issuances of "stay-at-home" directives and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. These measures, while intended to protect human life, have led to significantly reduced economic activity. At the end of 2020, two vaccines became available although they are not yet in wide distribution. While many state and local authorities have started to reopen businesses, others have adopted additional measures to mitigate COVID-19 and the rapid development and uncertainty of the situation continues to preclude any prediction as to the ultimate impact COVID-19 will have on the Company's business, financial condition, results of operation and cash flows, which will depend largely on future developments directly or indirectly relating to the duration and scope of the COVID-19 outbreak inthe United States .
Results of Operations - Three and Six Months Ended
Revenues
The Company did not have any revenues from continuing operations for the three
and six months ended
Operating Expenses We classify our operating expenses from continuing operations into four categories: personnel costs, research and development expenses, professional fees, and general and administrative expenses. The Company's total operating expenses for the three and six months endedJune 30, 2020 were$231,615 and$596,074 , respectively, compared to$151,342 and$314,937 for the three and six months endedJune 30, 2019 , respectively. 21 The increase was mainly due to the reorganization of VI under the Investment and Restructuring Agreement inMay 2019 , resulting in an increase in personnel costs from$35,898 and$173,316 , for the three and six months endedJune 30, 2019 , respectively, to$93,653 and$192,731 for the three and six months endedJune 30, 2020 , respectively, an increase in professional fees from$106,917 and$124,404 for the three and six months endedJune 30, 2019 , respectively, to$129,086 and$286,334 for the three and six months endedJune 30, 2020 , respectively, due to increased consulting services and other professional fees related to being a public company, an increase in general and administrative expenses from$8,497 and$17,217 for the three and six months endedJune 30 2019 , respectively, to$8,876 and$22,961 for the three and six months endedJune 30, 2020 , respectively, and an increase in research and development expenses from$0 for the three and six months endedJune 30, 2019 to$0 and$94,048 for the three and six months ended June, 2020. The increase in research and development expenses is attributable to reaching the completion of certain milestones of sponsored projects with MGH. Funding Requirements We anticipate that substantial additional equity or debt financings or funding from collaborative agreements or from foundations, government grants or other sources, will be needed to complete preclinical and animal testing necessary to file an Investigational New Drug Application with theU.S. Food and Drug Administration , and that further funding beyond such amounts will be required to commence trials and other activities necessary to begin the process of development and regulatory approval of a product for the continued growth of the Company. Additional capital will also be required for the clinical development of the recently discovered anti-fibrotic applications and corporate partnerships will be necessary to move Company products into advanced clinical development and commercialization. We also anticipate our cash expenditures will increase as we continue to operate as a publicly traded entity.
Liquidity and Capital Resources
At
We do not believe that we have enough cash on hand to operate our business during the next 12 months. We anticipate we will need to raise an additional$1 million through the issuance of debt or equity securities to sustain base operations during the next 12 months, excluding development work. There can be no assurance that we will be able to obtain additional funding on commercially reasonable terms, or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our common stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include conversion discounts or covenants limiting or restricting our ability to take specific actions, such as incurring debt, making capital expenditures or declaring dividends. If we raise additional funds through government or other third-party funding, marketing and distribution arrangements or other collaborations, or strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our future revenue streams, products or therapeutic candidates or to grant licenses on terms that may not be favourable to us. To date, we have financed our operations through our sale of equity and debt securities. Failure to generate revenue or to raise funds could cause us to go out of business, which would result in the complete loss for investors in our Company. We have no revenues as of the date of this quarterly report, and no substantial revenues are anticipated until we have implemented our full plan of operations. To implement our strategy to grow and expand per our business plan, we intend to generate working capital via a private placement of equity or debt securities, or secure a loan. If we are unsuccessful in raising capital, we could be required to cease business operations and investors would lose all of their investment. InJune 2021 , the Company entered into a Security Purchase Agreements ("SPA's) with select accredited investors in connection with a private offering by the Company to raise a maximum of$1,000,000 through the sale of common stock of the Company at$0.25 per share. The Company has raised an aggregate amount of$385,000 from the sale of 1,540,000 shares of common stock as of the date these financial statements are available for issuance. We will still require additional capital to meet our liquidity needs. 22 Additionally, we will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. Our management will have to spend additional time on policies and procedures to make sure our Company is compliant with various regulatory requirements. This additional corporate governance time required of management could limit the amount of time management has to implement our business plan and may impede
the speed of our operations.
Working Capital (Deficit) Surplus
June 30, 2020 December 31, 2019
Current Assets $ 8,869 $ 264,166
Current Liabilities 710,718 396,482
Working Capital (Deficit) $ (701,849 ) $ (132,316 )
Cash Flows
Cash activity for the six months ended June 30, 2020 and 2019 is summarized as
follows:
Six Months Ended June 30,
2020 2019
Net Cash used in operating activities -
continued operations $ (259,181 ) $ (249,254 )
Net Cash used in operating activities -
discontinued operations - (132,830 )
Net Cash used in operating activities (259,181 ) (382,084 )
Cash provided by financing activities - continued operations -
550,000
Cash provided by financing activities - discontinued operations -
176,600
Net Cash provided by financing activities -
726,600
Net increase (decrease) in cash$ (259,181 ) $
344,516
As of
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4) during the periods presented, investments in special-purpose entities or undisclosed borrowings or debt. Additionally, we are not a party to any derivative contracts or synthetic leases. Contractual Obligations MGH License Agreement The Company executed a License Agreement with MGH. The License Agreement also requires VI to pay to MGH a one (1%) royalty rate on net sales related to the first license sub-field, which is the treatment of Type 1 Diabetes. Future sub-fields shall carry a reasonable royalty rate, consistent with industry standards, to be negotiated at the time the first such royalty payment shall become due with respect to the applicable Products and Processes (as defined in the License Agreement). The License Agreement additionally requires VI to pay to MGH a$1.0 million "success payment" within 60 days after the first achievement of total net sales of Product or Process equal or exceed$100,000,000 in any calendar year and$4,000,000 within sixty (60) days after the first achievement of total net sales of Products or process equal or exceed$250,000,000 in any calendar year. The Company is also required to reimburse MGH's expenses in connection with the preparation, filing, prosecution and maintenance of all
patent tights. 23
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted inthe United States of America . The preparation of these consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosure of contingent assets and liabilities. We evaluate, on an ongoing basis, our estimates and judgments, including those related to the useful life of the assets. We base our estimates on historical experience and assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results that we report in our consolidated financial statements.The Securities and Exchange Commission (the "SEC"), considers an entity's most critical accounting policies to be those policies that are both most important to the portrayal of a company's financial condition and results of operations and those that require management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about matters that are inherently uncertain at the time of estimation.
We believe the following critical accounting policies, among others, require significant judgments and estimates used in the preparation of our interim condensed consolidated financial statements.
Our significant accounting policies are described in more detail in the notes to our consolidated financial statements for the fiscal year endedDecember 31, 2019 , included in the Company's Annual Report filed on Form 10/A.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements.
© Edgar Online, source
