UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2017

 

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

 

For the transition period from __________ to __________

 

Commission file number: 000-55453

 

ENDONOVO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   45-2552528

State or other jurisdiction of

incorporation or organization

 

(I.R.S. Employer

Identification No.)

     

6320 Canoga Avenue, 15 th Floor

Woodland Hills, CA

  91367
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (800) 489-4774

 

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

 

Securities registered under Section 12(g) of the Act: Common Stock, par value $0.0001

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [  ] No [X]

 

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 [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes [X] No [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 [X]

 

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 Rule 12b-2 of the Act). Yes [  ] No [X]

 

The aggregate market value of the voting Common Stock held by non-affiliates, computed by reference to the price at which the voting Common Stock was sold as of the last business day of the Company’s most recently completed second fiscal quarter is $7,634,351.

 

As of April 6, 2018, the registrant had 341,345,596 shares of its common stock, par value $0.0001 per share, outstanding.

 

Documents Incorporated by Reference: None.

 

 

 

 
 

 

TABLE OF CONTENTS

 

      Page
  PART I    
Item 1. Business.   3
Item 1A. Risk Factors.   14
Item 1B. Unresolved Staff Comments   14
Item 2. Properties.   14
Item 3. Legal Proceedings.   14
Item 4. Mine Safety Disclosures.   14
       
  PART II    
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.   15
Item 6. Selected Financial Data.   16
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.   16
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.   20
Item 8. Financial Statements and Supplementary Data.   21
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.   42
Item 9A. Controls and Procedures.   42
Item 9B. Other Information   44
  PART III    
Item 10. Directors, Executive Officers and Corporate Governance.   45
Item 11. Executive Compensation.   46
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.   47
Item 13. Certain Relationships and Related Transactions, and Director Independence.   48
Item 14. Principal Accounting Fees and Services.   49
       
  PART IV    
Item 15. Exhibits, Financial Statement Schedules.   50
       
SIGNATURES 51

 

2
 

 

FORWARD-LOOKING STATEMENTS

 

When used in this Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding events, conditions and financial trends which may affect the Company’s future plans of operations, business strategy, operating results, and financial position. Such statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements for various reasons, including those identified under “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required under federal securities laws and the rules and regulations of the United States Securities and Exchange Commission, the Company does not undertake, and specifically declines, any obligation to update any of these statements or to publicly announce the results of any revisions to any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions, or otherwise.

 

This Report contains certain estimates and plans related to us and the industry in which we operate, which assume certain events, trends, and activities will occur and the projected information based on those assumptions. We do not know all of our assumptions are accurate. In particular, we do not know what level of acceptance our strategy will achieve, how many acquisitions we will be able to consummate or finance, or the size thereof. If our assumptions are wrong about any events, trends, or activities, then our estimates for future growth for our business also may be wrong. There can be no assurances any of our estimates as to our business growth will be achieved.

 

PART I

 

Overview

 

Endonovo Therapeutics, Inc. and Subsidiaries (the “Company” or “ENDV” “we” “us” “our”) is primarily focused in the business of biomedical research and development, particularly in regenerative medicine, which has included the development of its proprietary non-invasive electrocuetical device and intellectual property licensing and commercialization.

 

Our intellectual property management and commercialization segment is focused primarily on licensing various commercially desirable technologies and patents from companies that need operating capital or that need help commercializing their technology and sublicense such technology in designated territories. This segment acquires exclusive licenses for marketable technology normally without the payment of any upfront license fee to the licensor and thereafter, to sub-license the technology in the designated markets, including Asia, Europe, and Brazil. Our results depend upon our ability to locate available, licensable, and readily marketable technology, to negotiate favorable licenses for such technology, and to sub-license the technology in the designated markets at a sufficient level of volume in an effort to generate maximum revenues. Due to the history of our acquisitions, as set forth below, and management’s assessment of what has been the most promising of our technologies, we have determined to focus ourselves as a developer of biotechnology, particularly in regenerative medicine. We are commercial stage developer of non-invasive medical devices designed to deliver its proprietary Electroceutical™ Therapy for the treatment of inflammatory conditions, cardiovascular diseases and central nervous system disorders.

 

Corporate History

 

Our predecessor company, Hanover Asset Management, Inc. was incorporated in November 2008 in California. For the purpose of reincorporating in Delaware, we merged with a newly incorporated successor company, Hanover Portfolio Acquisitions, Inc., in July 2011 under which we continue to operate.

 

IP Resources International, Inc. began operations on September 1, 2011 and was formally incorporated on October 17, 2011.

 

3
 

 

Reverse Acquisition

 

On March 14, 2012, we entered into a Share Exchange Agreement (“Agreement”) with IPR and certain of its shareholders. Under the Agreement, each participating IPR shareholder exchanged all of their issued and outstanding IPR common shares totaling 33,234,294, free and clear of all liens, and $155,000 for Company common shares equal to 1.2342 times the number of IPR shares being transferred to the Company for a total of 410,177 of our shares. The $155,000 was not paid at closing. The Company recorded the $155,000 as acquisition payable. IPR agreed to make payments of up to 25% of the proceeds from any private placement or gross profits earned by IPR until the obligation is satisfied. The percentage of the proceeds to be paid is at the sole discretion of IPR’s Chief Executive Officer and the ex-Chief Executive Officer of the Company based on the liquidity of the Company.

 

As a result of the Agreement, the former shareholders of IPR, immediately post acquisition owned approximately 89% of the Company and its officers and directors constituted the majority of the officers and directors of the Company. Since the shareholders, officers and directors of IPR have control of the Company, the acquisitions constitutes a reverse acquisition, so IPR was the accounting acquirer and we were the accounting acquiree. For accounting purposes, IPR became the parent and we became a wholly owned subsidiary. For legal purposes, we are the legal parent and IPR is the legal subsidiary.

 

Acquisition of Aviva Companies Corporation

 

On April 2, 2013, the Company entered into an Acquisition Agreement (the “Acquisition Agreement”) with (i) The Aviva Companies Corporation (“Aviva”) and (ii) all of the shareholders of Aviva (the “Shareholders”) pursuant to which the Company acquired all of the outstanding shares of Aviva in exchange for the issuance of 60,000 shares of our common stock, par value $0.0001 per share to the Shareholders (the “Share Exchange”). As a result of the Share Exchange, Aviva became a wholly-owned subsidiary of the Company.

 

Other than in respect to the transaction, there is no material relationship among Aviva’s stockholders and any of the Company’s affiliates, directors or officers. We are not currently actively pursuing the development of the Aviva Companies Corporation.

 

Acquisition of WeHealAnimals, Inc.

 

On November 16, 2013, the Company entered into an Acquisition Agreement (the “Acquisition Agreement”) with (i) WeHealAnimals ,Inc. (“WHA”) and (ii) the sole shareholder of WHA (the “Shareholder”) pursuant to which the Company acquired all of the outstanding shares of WHA in exchange for the issuance of 3,000 shares of our common stock, par value $0.0001 per share and $96,000 to the Shareholder (the “Share Exchange”). As a result of the Share Exchange, WHA became a wholly-owned subsidiary of the Company and all of the equity of WHA including its and its sole shareholder’s intellectual property became the property of the Company. This obligation was fully paid on December 15, 2015 through the issuance of 350,000 shares of stock to the CEO of WHA. WHA is a Nevada corporation with intellectual property in the fields of bio-technology including its biologics and time-varying electromagnetic frequencies with potential applications on people and animals that management believes can be developed to the benefit of the Company and its shareholders. WHA’s sole shareholder was formerly Chairman and Chief Scientist of Regenetech, Inc. Regenetech was acquired by a company that wanted its technology, biomolecules grown in microgravity, for use in cosmetics. WHA’s sole shareholder left Regenetech with exclusive rights to this proprietary non-invasive electrocuetical technology and stem cell technologies, including the patents and patent applications relating thereto.

 

Other than in respect to the transaction, there is no material relationship between WHA’s sole stockholder and any of the Company’s affiliates, directors or officers.

 

4

 

 

Present Development Plans

 

Establish SofPulse™ as standard care for post-surgical healing in cosmetic surgery

 

We will seek to commercialize our Electroceutical™ Therapy for the treatment of pain and post-surgical edema with a specific concentration on cosmetic surgeries, including breast augmentation, reduction and reconstruction surgery, rhinoplasty, and liposuction procedures. An American Society of Plastic Surgeons report found Americans spent more than $16 billion on cosmetic plastic surgeries and minimally invasive procedures in 2016, the most the U.S. has ever spent on such operations. In 2016, 290,467 breast augmentation surgeries were performed, 223,018 rhinoplasty procedures, 127,633 tummy tucks, 235,237 liposuction procedures, and 18,489 buttock augmentations were performed across the U.S., respectively.

 

We will seek to target this market by hiring a small 10 to 15 person sales team specifically targeting cosmetic surgeons. We currently have a small group of cosmetic surgeons who prescribe our Electroceutical™ Therapy to their patients and include the cost of our Electroceutical™ Therapy in the total cost of the procedure. We will also pursue licensing and/or distribution agreements for cosmetic surgery indications.

 

Our Electroceutical™ Therapy was previously licensed to Allergan by Ivivi Technologies (predecessor firm and original owner of SofPulse™) for the cosmetic surgery market. This licensing agreement was terminated when Ivivi Technologies failed to secure FDA-Clearance for the palliative treatment of pain and post-surgical edema. We believe that a similar licensing agreement or a marketing/distribution agreement can be secured to target the cosmetic surgery market.

 

5

 

 

Establish dedicated sales team to target skilled nursing facilities and the elderly care market

 

We will seek to market and sell our Electroceutical Therapy to skilled nursing facilities (SNFs), which include both long-term residential care and short-term post-acute or rehabilitative care.

 

While the number of Americans living in SNFs for extended periods has fallen steadily over the past decade as an increasing proportion of older individuals remain in their homes or in assisted living facilities, the number receiving short-term nursing care has risen dramatically. In 2014, 1.7 million fee- for-service (FFS) Medicare beneficiaries were cared for in 15,000 SNFs, costing Medicare USD $28.6 billion. This represents 2.4 million SNF stays: 20 percent of all hospitalized FFS Medicare beneficiaries are discharged to a SNF. The majority of these facilities are the same institutions as those providing residential long-term care: 95 percent of SNFs provide both kinds of care i .

 

SNF residents, whether short- or long-term, tend to be old, female, and have multiple impairments in their activities of daily living (ADLs). Of those in SNFs in 2014, 16.6 percent were between the ages of 65 and 74, 26.6 percent were between 75 and 84, 33.7 percent were between 85 and 94, and 7.8 percent were 95 years of age or older ii . In the same population, 6.1 percent had impairments in three ADLs, 41.2 percent had impairments in four ADLs, and 22.4 percent had impairments in five ADLs. Cognitive impairment is also widespread in this population, with 36.9 percent exhibiting severe impairment, 24.9 percent having moderate impairment, and 38.2 percent with mild or no impairment.

 

SNF care represents a substantial segment of health care costs for older individuals: in the United States in 2010, $143 billion was spent on SNF care, of which 14 percent was paid by Medicare, 63 percent by Medicaid, and 22 percent privately iii . The costs of care are covered differently, depending on whether the patient is receiving long- or short-term care.

 

In addition to the use of our Electroceutical™ Therapy for the palliative treatment of pain and post-surgical edema, our Electroceutical™ Therapy received CMS National Coverage for the treatment of chronic wounds in 2004. We believe that this reimbursement will allow SNFs to purchase our SofPulse™ medical devices for treating elderly patients suffering from chronic wounds and pressure ulcers, which affects between 8 to 28 percent of all nursing home patients. Pressure ulcers are both common and very costly, and on average, per Medicare’s self-reporting of claims payments, a single hospitalization related to an acute pressure sore treatment need of a patient often resulted in prolonged stays due to complications and the slow healing process of the wound itself.

 

On average, these stays for stage two or higher pressure ulcers cost insurers no less than $16,000 per patient, who frequently requires eight (8) to nine (9) additional days in an extremely costly hospital care setting due to the precarious nature of bedsore injuries in the elderly. On average, these stays for stage two or higher pressure ulcers cost insurers no less than $16,000 per patient, who frequently requires eight (8) to nine (9) additional days in an extremely costly hospital care setting due to the precarious nature of bedsore injuries in the elderly.

 

We believe our Electroceutical Therapy presents both cost savings opportunities for SNFs and improve patient outcomes. We will seek to target these approximately 15,000 SNFs using the same small sales and marketing team outlined above.

 

Pursue licensing and/or distribution agreements to enter European market

 

Our Electroceutical™ Therapy (SofPulse™) received CE Mark certification for commercial distribution in the member countries of the European Union for use in the promotion of wound healing, reduction of pain and post operative edema. We will seek commercial partners and or marketing/distribution agreements to penetrate the European market. We anticipate a significant amount of our efforts will concentrate on wound healing due to the aging population in the European Union and a lack of effective treatment options for patients with pressure ulcers/chronic wounds.

 

 

 

i Medicare Payment Advisory Committee. Report to the Congress: Medicare payment policy. Washington, DC 2016.

http://medpac.gov/documents/reports/march-2016-report-to-the-congress-medicare-payment-

 

ii Centers for Medicare and Medicaid Services. Nursing Home Data Compendium, 2015. https://www.cms.gov/Medicare/Provider-Enrollment-and-Certification/CertificationandComplianc/Downloads/nursinghomedatacompendium_508-2015.pdf

 

iii Henry J Kaiser Family Foundation. Overview of nursing facility capacity, financing, and ownership in the United States. June 2013.

http://kff.org/medicaid/fact-sheet/overview-of-nursing-facility-capacity-financing-and-ownership-in-the-united-states-in-2011/

 

6

 

 

Design neurology-specific devices to deliver our Electroceutical™ Therapy

 

We are currently in the process of designing a neurology-specific medical device to deliver our Electroceutical™ Therapy for the treatment of central nervous system disorders. We believe the design and functionality of our CNS- specific devices is a critical component for market penetration and share, as well as patient compliance.

 

Furthermore, the design of a CNS-specific medical device will allow our Electroceutical Therapy to be more precisely delivered to the brain. Additionally, in most cases, our Electroceutical™ Therapy will be used at home and self-administered by patients. Therefore, the design, fit, and functionality of our CNS-specific devices will be critical to achieve patient compliance, market penetration and adoptions, and ultimately clinically meaningful outcomes.

 

Design cardiovascular-specific devices to deliver our Electroceutical™ Therapy

 

Prior to pursuing a larger clinical trial to assess the efficacy of our Electroceutical™ Therapy for the treatment of ischemic cardiomyopathy, we will seek to design a cardiovascular-specific medical device to target the heart. The pilot clinical trial conducted on “no option” ischemic cardiomyopathy patients used an older version of our medical devices, which were secured on patients using a garment. We believe the fit, design and functionality of our medical devices used to deliver our Electroceutical Therapy in cardiovascular disease patients will be a critical component to patient compliance, market penetration and adoption, as well as the achievement of clinically meaningful outcomes.

 

Pursue a Humanitarian Device Exemption for treating encephalopathy in Lyme disease patients

 

We are seeking to enter the CNS market via a Humanitarian Device Exemption (HDE), which is regulatory pathway for medical devices addressing rare diseases that occur in no more than 8,000 individual per year in the United States. The HDE pathway is the medical device equivalent of orphan drugs and is similar in both form and content to an FDA Pre-Market Approval (PMA). However, rather than being required to demonstrate safety and efficacy, the HDE pathway allows for medical devices to receive FDA Approval if they can demonstrate that their probable benefit outweighs their probable risk.

 

We will seek to enter the CNS market via a HDE for the treatment of encephalopathy in Lyme disease patients. Our FDA-Cleared Electroceutical Therapy is currently prescribed by a group of physicians to reduce neuroinflammation. We will seek to gather data from approximately 10 to 15 patients to support a Humanitarian Device Exemption from the FDA to reduce neuroinflammation in Lyme disease patients.

 

In general, the HDE pathway contains restrictions on profit for medical device manufactures. However, the Food and Drug Administration Amendments Act of 2007 (FDAAA) contained incentives to facilitate development of medical devices for pediatric populations (defined as patients who are younger than 22 years of age). Under section 520(m)(6)(A)(i) of the FD&C Act, an HUD is only eligible to be sold for profit after receiving an HDE approval if the device is intended for the treatment or diagnosis of a disease or condition that either:

 

  1. occurs in pediatric patients or in a pediatric subpopulation, and such device is labeled for use in pediatric patients or in a pediatric subpopulation in which the disease or condition occurs; OR
     
  2. occurs in adult patients and does not occur in pediatric patients or occurs in pediatric patients in such numbers that the development of the device for such patients is impossible, highly impracticable, or unsafe.

 

7

 

 

The number of HDE devices that may be sold for profit is limited to a quantity known as the Annual Distribution Number (ADN). If the FDA determines that an HDE holder is eligible to sell the device for profit, FDA will determine the ADN and notify the HDE holder. The ADN is calculated by taking the number of devices reasonably necessary to treat or diagnose an individual per year and multiplying it by 8000. For example, if the typical course of treatment using an HDE device, in accordance with its intended use, requires the use of two devices per patient per year, then the ADN for that HDE device would be 16,000 (i.e., 2 x 8000). If the number of devices distributed in a year exceeds the ADN, the sponsor can continue to sell the device but cannot earn a profit for the remainder of the year.

 

We believe encephalopathy in Lyme disease patients may allow us to sell our medical devices for profit.

 

Our initial step to pursue this pathway is to file an application to the FDA to designate our medical device as a Humanitarian Use Device (HUD), which is a medical device intended to benefit patients in the treatment or diagnosis of a disease or condition that affects or is manifested in not more than 8,000 individuals in the United States per year. In order to obtain HUD designation, the applicant must provide documentation, with appended authoritative references, to demonstrate that the device meets this definition. In addition to the documentation describing the disease or condition, the applicant must also provide the proposed indications for use of the device, and the reasons why such a device is needed for the patient population. One aspect that has become increasingly difficult is if the HUD is proposed for an indication that represents a subset of a common disease or condition. In these situations, the applicant must demonstrate that the subset is an “orphan subset.” An “orphan subset” is a regulatory phrase used to describe the subset of individuals with a non-rare disease or condition on who use of a device is appropriate, where use of the device on the remaining individuals with that disease or condition would be inappropriate given some intrinsic feature of the device (e.g., adverse event profile or mode of action). An “orphan subset” is not a readily identifiable subset or a group of patients who meet or do not meet the inclusion and exclusion criteria for a clinical study. Likewise, they are not patients with an unmet medical need. If the HUD application is designated, the applicant can then submit the HDE marketing application to the Center for Devices and Radiological Health (CDRH) or Center for Biologics Evaluation and Research (CBER) for marketing review.

 

The figure below is an estimated regulatory timeline to obtain a Humanitarian Device Exemption for our Electroceutical™ Therapy for the treatment of encephalopathy in Lyme disease patients.

 

Pursue a “label expansion” strategy in CNS disorders

 

If we are able to secure a Humanitarian Device Exemption for our Electroceutical™ Therapy from the FDA for the treatment of encephalopathy in Lyme disease patients, we will then pursue a “label expansion” strategy. This would entail entering the CNS market via the HDE pathway for the treatment of encephalopathy in Lyme disease patients and then applying to expand the label for our Electroceutical Therapy for other CNS disorders we are pursuing, including acute concussion, traumatic brain injury, post-concussion syndrome, multiple sclerosis and stoke. This strategy will require that we conduct several clinical trials simultaneously in order to fully benefit from pursuing a HDE pathway and label expansion strategy; such benefits include a potentially shorter and less costly regulatory process for our other CNS indications.

 

Leverage our first-to-market position to rapidly drive market penetration

 

There are currently no effective treatments for most CNS disorders and many pharmaceutical companies, such as Pfizer are shifting their resources to other indications outside of CNS disorders. Furthermore, several of our competitors in neurological devices, including implantable vagus nerve stimulators, trigeminal nerve stimulators, Transcutaneous Magnetic Stimulation (TMS), Transcutaneous Direct Current Stimulators (tDCS), suffer from a lack of understanding of their mechanism of action, a lack of industrial design and engineering to increase their market penetration and adoption. These factors may allow us to reach market faster and capture a significant market share. Furthermore, we believe elegant design of CNS-specific devices with market leading fit and functionality may allow us to increase market penetration and adoption in CNS disorders, which represent a substantially unmet clinical need.

 

8

 

 

Expand our Electroceutical™ Therapy into peripheral artery disease (PAD), non-alcoholic fatty liver disease (NAFLD) and chronic kidney disease (CKD)

 

We are currently conducting several pre- clinical studies to assess the effectiveness of our Electroceutical Therapy in animal models of critical limb ischemia (CLI), non-alcoholic steatohepatitis (NASH) and renal inflammation.

 

We recently completed a mouse model of CLI, which found that animals treated three times per day with the our Pulsed Electromagnetic Fields (PEMF) device had significantly higher blood flow (ratio of blood flow of the ischemic limb to blood flow of non-ischemic limb) at day 7 and 14 (57% and 71%, versus 36% and 52%) versus the controls. Furthermore, animals treated with PEMF three times per day had significantly improved foot movement scores and less tissue damage in the ischemic hind limb versus the controls. Critical Limb Ischemia (CLI) is an advanced stage of Peripheral Artery Disease (PAD), a common vascular disease that affects approximately 200 million people worldwide, where fatty deposits block arteries in the legs, leading to pain, non-healing ulcers, and gangrene. Worldwide, approximately 22-30 million people suffer from CLI, according to The Sage Group. Patients with CLI have a high risk of amputation and death, and patients unsuitable for revascularization are left with no adequate treatment options.

 

Furthermore, we are preparing to evaluate the effectiveness of our Electroceutical™ Therapy in reducing liver inflammation in a mouse model of non-alcoholic steatohepatitis (NASH). The American Liver Foundation estimates that up to 30% of the U.S. population is affected by non-alcoholic fatty liver diseases, including NASH and other obesity related liver ailments. NASH is liver inflammation and cellular damage caused by a buildup of fat in the liver. NASH occurs in people who drink little or no alcohol, especially people who are middle-aged and overweight or obese. Approximately 20% of NASH cases result in scarring of the liver and cirrhosis if untreated, with the most acute cases often requiring liver transplantation. There are no approved therapies for the treatment of NASH and there are few pharmaceutical therapies nearing approval over the next several years.

 

We are also preparing to evaluate the effectiveness of our Electroceutical™ Therapy in the treatment of renal inflammation in a unilateral ureter obstruction (UUO) animal model. More than 31 million people in the United States are currently living with chronic kidney disease (CKD), according to the American Kidney Fund. Diabetes and high blood pressure are the most common causes of kidney disease. Chronic kidney disease means lasting damage to the kidneys that can get worse over time and in cases where the damage is severe, it can lead to kidney failure, also known as end-stage renal disease. If the kidneys fail the only option for patients is a kidney transplant or dialysis. According to the National Institute of Diabetes and Digestive and Kidney Disease (NIDDK), the five-year survival rate for dialysis patients is only 35.8%, in comparison to a five-year survival rate of 85.5% for transplant patients. However, there are currently 100,791 people waiting for a kidney transplant, according to the National Kidney Foundation. This severe donor kidney shortage means that the median wait time for a patient’s first kidney transplant is 3.6 years. A significant rise in the pool of patients suffering from CKD, particularly the rising number of elderly people prone to a variety of diseases, such as diabetes, cardiovascular disorders and neurological conditions that affect the kidneys severely will grow the demand for CKD treatments.

 

9

 

 

The market for chronic kidney disease (CKD) drugs is estimated to reach $15.8 billion by 2024, according to Transparency Market Research. Several kidney diseases have a strong inflammatory component and our aim is to demonstrate the anti-inflammatory and anti-fibrotic properties of our Electroceutical™ Therapy. Reversing inflammation in the kidneys that can cause injury, fibrosis and ultimately end-stage renal disease may provide a significant opportunity for our Electroceutical Therapy to achieve high market penetration and adoption as well as produce significantly meaningful clinical outcomes.

 

Pursue potential licensees or strategic partnerships for chronic kidney disease (CKD)

 

We believe a significant opportunity for our Electroceutical™ Therapy will be in the adjunctive treatment of chronic kidney disease. Chronic kidney disease is a type of kidney disease in which there is a gradual loss of kidney function over a period of months or years.

 

Causes of CKD include diabetes, high blood pressure, glomerulonephritis, and polycystic kidney disease. The diagnosis of CKD is generally by blood tests to measure the glomerular filtration rate and urine tests to measure albumin. Further tests, such as an ultrasound or kidney biopsy may be done to determine the underlying cause.

 

Chronic kidney disease affected about 323 million people globally in 2015 iv . In 2015 it resulted in 1.2 million deaths, up from 409,000 in 1990. The causes that contribute to the greatest number of deaths are high blood pressure at 550,000, followed by diabetes at 418,000, and glomerulonephritis at 238,000.

 

All individuals with a glomerular filtration rate (GFR) <60 ml/min/1.73 m2 for 3 months are classified as having chronic kidney disease, irrespective of the presence or absence of kidney damage. The rationale for including these individuals is that reduction in kidney function to this level or lower represents loss of half or more of the adult level of normal kidney function, which may be associated with a number of complications such as the development of cardiovascular disease v .

 

Protein in the urine is regarded as an independent marker for worsening of kidney function and cardiovascular disease. Hence, British guidelines append the letter “P” to the stage of chronic kidney disease if protein loss is significant vi .

 

Inflammation as an essential part of CKD has been recognized since the 1990’s, when it was liked to cardiovascular disease, protein-energy wasting, and mortality vii,viii . Over the last 15 years there has been a growing interest in inflammation in CKD and end-stage renal disease (ESRD), which led to the change in the perception of inflammation from a novel to a well-established risk factor of morbidity and mortality in CKD.

 

The inverse correlation between glomerular filtration rate (GFR) and inflammation has now been proven. In the Chronic Renal Insufficiency Cohort (CRIC) study, biomarkers of inflammation (IL-1β, IL- 1 receptor antagonist, IL-6, TNF-α, CRP, and fibrinogen) were inversely associated with the measures of kidney function and positively with albuminuria ix . Inflammation is present not only in adult, but also in pediatric patients with CKD/ESRD x . The figure below outlines the causes and consequences of inflammation in chronic kidney disease:

 

A variety of interventions that have been proposed to target inflammation in CKD can be divided into three broad categories: lifestyle modifications, pharmacological interventions, and optimization of dialysis xi .

 

For ESRD patients, two main approaches to decrease inflammatory load related to the dialysis procedure were proposed: elimination of factors triggering inflammation and direct removal of inflammatory mediators xii .

 

 

 

iv GBD 2015 Disease and Injury Incidence and Prevalence, Collaborators. (8 October 2016). “Global, regional, and national incidence, prevalence, and years lived with disability for 310 diseases and injuries, 1990-2015: a systematic analysis for the Global Burden of Disease Study 2015”. Lancet. 388 (10053): 1545–1602.

 

v National Kidney Foundation (2002). “K/DOQI clinical practice guidelines for chronic kidney disease”

 

vi National Institute for Health and Clinical Excellence. Clinical guideline 73: Chronic kidney disease. London, 2008.

 

vii Stenvinkel P, Heimburger O, Paultre F, Diczfalusy U, Wang T, Berglund L, Jogestrand T: Strong association between malnutrition, inflammation, and atherosclerosis in chronic renal failure. Kidney Int 1999;55:1899- 1911.

 

viii Zimmermann J, Herrlinger S, Pruy A, Metzger T, Wanner C: Inflammation enhances cardiovascular risk and mortality in hemodialysis patients. Kidney Int 1999;55:648-658.

 

ix Gupta J, Mitra N, Kanetsky PA, Devaney J, Wing MR, Reilly M, Shah VO, Balakrishnan VS, Guzman NJ, Girndt M, Periera BG, Feldman HI, Kusek JW, Joffe MM, Raj DS: Association between albuminuria, kidney function, and inflammatory biomarker profile in CKD in CRIC. Clin J Am Soc Nephrol 2012;7:1938-1946.

 

x Goldstein SL, Leung JC, Silverstein DM: Pro- and anti-inflammatory cytokines in chronic pediatric dialysis patients: effect of aspirin. Clin J Am Soc Nephrol 2006;1:979-986.

 

xi Carrero JJ, Yilmaz MI, Lindholm B, Stenvinkel P: Cytokine dysregulation in chronic kidney disease: how can we treat it? Blood Purif 2008;26:291-299.

 

xii Santoro A, Mancini E: Is hemodiafiltration the technical solution to chronic inflammation affecting hemodialysis patients? Kidney Int 2014;86:235-237.

 

10

 

 

We are developing our Electroceutical™ Therapy to target inflammation in CKD and ESRD patients. We believe seeking commercial partnerships with several of the largest providers of dialysis may allow our Electroceutical™ Therapy to achieve high market penetration and adoption. Figure 1 below outlines the 10 largest U.S. dialysis providers in 2017.

 

We anticipate our Electroceutical™ Therapy will be used as an adjunctive therapy in the treatment of inflammation in CKD and ESRD and may not represent a replacement for hemodialysis in patients. However, we believe our Electroceutical™ Therapy may be used early on as an adjunctive treatment in CKD to potentially prevent or delay the progression of CKD to end-stage renal disease by alleviating inflammation and improving glomerular filtration rate (GFR).

 

Protect and expand our intellectual property

 

We will continue to protect and expand our portfolio of intellectual property in the non-invasive electrotherapeutic device sector. Our portfolio of intellectual property includes 27 issued patents with foreign patent protection.

 

Our issued patents include both apparatus and method claims in the treatment of tissues and organs using electromagnetic fields. Our patents for treating certain CNS disorders, including neurological injuries caused by stoke, neurodegenerative conditions and head, cerebral and neural injury in animals and humans were granted by the United States Patent and Trademark Office in 2016. Furthermore, we currently have several pending patent applications for the treatment of certain CNS disorders.

 

We also have a U.S. Patent (US 8,415,123) covering an electromagnetic apparatus and method for angiogenesis modulation of living tissues and cells that covers the use of our technology and Electroceutical™ Therapy for promoting angiogenesis in cardiovascular disease, cerebral diseases, cerebrovascular diseases, peripheral vascular disease and chronic soft tissue wounds.

 

We will seek to expand our portfolio of intellectual property to include newly developed apparatuses and methods for treating liver and kidney diseases.

 

Intellectual Property:

 

Rio Grande Neurosciences, Inc. Assets

 

On December 22, 2017, we exercised an option (the “Option”) to acquire intellectual property and other assets (the “RGN Assets”) from Rio Grande Neurosciences, Inc. (RGN). The Option’s price was $4,500,000 of which we paid $3,000,000 in cash and delivered a $1,500,000 secured promissory note due November 30, 2018 and security agreement. We were granted the Option pursuant to a Settlement Agreement and Mutual Release (the “Settlement”) by and among us, RGN, and RGN’s principal shareholder which ended litigation brought by us related to our previous agreement with RGN. The terms of the settlement included a payment of $150,000 to us by RGN (which has been received) and the grant of the Option. The $3,000,000 Option payment was available due to the sale of $700,000 of a new class of preferred stock, a $1,800,000 secured convertible note from Eagle Equities, LLC, and the application of available company funds. The RGN Assets relate to RGN’s Pulsed Electromagnetic Field Therapy (PEMF) portfolio of intellectual property, including 27 issued patents with foreign patent protection covering the therapeutic use of PEMF as well as the treatment of various central nervous system disorders. We intend to initiate and fund both currently planned and all future clinical trials to evaluate the use of PEMF in the treatment of central nervous system disorders, including traumatic brain injury, post-concussion syndrome, stroke and multiple sclerosis. However, no assurance can be given that we will be successful in these endeavors or that the results of any tests will indicate further development of the RGN Assets.

 

11

 

 

The PEMF assets acquired under the Option also include a portable, disposable PEMF device with a CE Mark and an FDA 510(k) clearance for the treatment of soft tissue injuries and post-surgical pain and edema in addition to medical reimbursement for the treatment of chronic wounds. Endonovo Therapeutics will begin the commercialization of the PEMF assets through licensing and joint venture agreements and the creation of various sales channels and distribution agreements.

 

We will continue to seek to strengthen our portfolio of intellectual property by filing additional patents around uses of our core technologies. We will continue to develop applications of our technologies that we may license out to our competitors in the drug/pharmaceutical and life sciences industry. To date, we have filed seven patent applications in the U.S. through the U.S. Patent and Trademark Office (USPTO) and four international patent applications in the E.U., China, South Korea and Japan covering our technology, the production of biomolecules, the creation of an allogeneic mesenchymal stem cell product a treatment for chemical and radiation injuries, production of stem cell secretome and a method of treating tissues and organs using our TVEMF technology. To date, we have been granted one U.S. Patent (U.S. Patent No. 9,410,143) issued on August 9, 2016 covering the production of human biomolecules using our technology.

 

Our business strategy is aimed at building value by positioning each of our technologies and therapies to treat specific diseases that lack effective treatment or whose current standard of treatment involves invasive procedures and/or potentially harmful side effects. We anticipate updating and refining the business strategy as new medical and/or clinical advancements are made as a result of extensive research and development.

 

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Industry Overview

 

Regenerative Medicine

 

The regenerative medicine/tissue engineering industry is a rapidly growing interdisciplinary field involving the life, physical and engineering sciences and seeking to develop clinical therapies for the repair, maintenance, replacement and/or enhancement of biological function. Regenerative medicine has a wide area of applications, such as musculoskeletal diseases, cardiovascular, neurology, orthopedic, and other disorders. The regenerative medicine industry is now regarded as having begun with the advent of cell culture in the very early part of the twentieth century, and continues to advance as technological advancements have been made.

 

The regenerative medicine industry is driven by several technological advancements in stem cell therapy and tissue engineering therapy. The regenerative medicine market is expected to grow to a value of US$6.5 billion by 2019 from a value of US$2.6 billion in 2012, according to Transparency Market Research.

 

Neurological Devices

 

The global neurology devices market size was valued at USD $6.2 billion in 2014, according to Grand View Research. The growing advancement in the field of imaging technologies and the consequent development of neurological endoscopy devices are likely to drive growth over the period from 2012 to 2022. Globally, the neurology devices market is expected to reach a value of USD $10.8 billion by 2022.

 

Furthermore, a rise in the incidence of cerebral stroke and other severe disorders, such as Alzheimer's disease and Parkinson's disease is expected to fuel demand for neurological devices. According to the National Institute of Neurological Disorders and Stroke (NINDS), approximately 50 million Americans are affected due to these disorders, which present high economic and disease cost burden for medical expenses and a loss of productivity.

 

Globally, there are approximately 15 million strokes per year according to the World Health Organization (WHO) and of these, 5 million die and another 5 million are permanently disabled.

 

In 2014, neurostimulation devices, which include our proprietary medical devices, accounted for 50% of the revenue generated in the market. The growing number of chronic CNS disorders, the global aging population and the development of minimally invasive neurological and faster acting stimulation devices that attract higher market usage and penetration will drive growth.

 

Bioelectronic Medicine

 

The bioelectronic medicine industry is a rapidly expanding segment that seeks to harness electrical signals in nerves and cells to alter the course of diseases and conditions. These technologies seek to stimulate what is known as the inflammatory reflex, a phenomenon where the nervous system sends signals to tissues and organs to suppress inflammation. It is widely believed that these signals send by the nervous system are electrical impulses.

 

Currently a significant portion of the bioelectronic medicine market is concentrated on the development of implantable neurostimulators, such as vagus nerve stimulators. The bioelectronic medicine market is being driven by innovations and management expects it to grow significantly as new therapies are brought to market. The global electroceuticals/bioelectric medicine market is expected to reach USD 25.20 billion by 2021 from USD 17.20 billion in 2016, growing at a CAGR of 7.9% from 2016 to 2021, according to Markets and Markets.

 

Cell Therapy Market

 

The global stem cell market, which is a segment of the regenerative medicine market is forecast to grow at a compounded annual growth rate (CAGR) of 39.5% from 2015-2020, to reach a value of US$330 million by 2020, according to Markets and Markets. North America is expected to hold the largest share of this market due to extensive government funding and increased fast-track approvals for stem cell therapeutics by the FDA.

 

Competition

 

The biotech and regenerative therapy industries are capital intensive and highly competitive and many of our competitors have far greater assets than we have presently and will have even if all of the funding possibly available to us is realized. We will seek to compete by establishing the uniqueness, efficacy and other advantages of our technologies and the therapies based upon it.

 

The Company anticipates significant competition to maximize the value of regenerative therapies from competitors within the biotechnology sector. These competitors will look to bring to market medical technologies and therapies of their own to compete with the Company.

 

The Company has progressed on the belief that the major competitors in the biotechnology field are currently developing products that will be ineffective in extending and enhancing the human life by regenerating tissues and organs. The Company's platform using its PEMF technology present potentially safer, more effective and lower costing treatments for various autoimmune, vascular, inflammatory and degenerative diseases.

 

Whereas, the Company's major competitors seek to bring to market technologies and therapies that are inferior, costlier and do not suit the dire need to treat various vascular, inflammatory, autoimmune and degenerative diseases. The Company has acquired medical technology currently being advanced and reconfigured to treat vascular and inflammatory diseases and continues to pursue and develop other non-invasive, regenerative medicine technologies that can be brought to market in a relatively short amount of time compared to pharmaceutical-based treatments being developed by its competitors. These technologies have the potential to prolong and improve the life of humans around the world.

 

We believe that our disruptive platforms, our industry relationships and experienced team will allow us to capture significant market share and position the Company to become the industry leader in regenerative medicine.

 

13

 

 

Employees

 

We do not have any employees. However, we have retained approximately 15 individuals as independent contractors that are involved in business development and administrative functions.

 

Item 1A. Risk Factors.

 

Not applicable because we are a smaller reporting company.

 

Item 1B. Unresolved Staff Comments.

 

Not applicable because we are a smaller reporting company.

 

Item 2. Properties.

 

Our corporate headquarters is located at Endonovo Therapeutics, Inc., 6320 Canoga Avenue, 15th Floor, Woodland Hills, CA 91367. We have a month-to-month contract with Regus Management Group, LLC in the amount of $119 per month.

 

Item 3. Legal Proceedings.

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

14

 

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Information

 

Our common stock trades on the OTCQB under the symbol “ENDV”. The OTCQB is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter (“OTC”) equity securities. An OTCQB equity security generally is any equity that is not listed or traded on a national securities exchange. Our stock is thinly traded, and a robust, active trading market may never develop. The market for the Company’s common stock has been limited, volatile, and sporadic.

 

Price Range of Common Stock

 

The following table shows, for the periods indicated, the high and low closing prices per share of our common stock as reported by the OTCQB quotation service.

 

    Closing Price  
    High     Low  
             
Year Ended December, 2016                
First Quarter   $ 0.74     $ 0.26  
Second Quarter   $ 0.81     $ 0.13  
Third Quarter   $ 0.22     $ 0.13  
Fourth Quarter   $ 0.14       0.05  
                 
Year Ended December, 2017                
First Quarter   $ 0.07     $ 0.01  
Second Quarter   $ 0.10     $ 0.03  
Third Quarter   $ 0.06     $ 0.02  
Fourth Quarter   $ 0.09       0.04  

 

Approximate Number of Equity Security Holders

 

As of April 2, 2018, there were approximately 350 stockholders of record. Because shares of our common stock are held by depositaries, brokers and other nominees, the number of beneficial holders of our shares is substantially larger than the number of stockholders of record.

 

Dividends

 

Holders of our common stock are entitled to receive dividends if, as and when declared by the Board of Directors out of funds legally available therefore. We have never declared or paid any dividends on our common stock. We intend to retain any future earnings for use in the operation and expansion of our business. Consequently, we do not anticipate paying any cash dividends on our common stock to our stockholders for the foreseeable future.

 

15

 

 

Item 6. Selected Financial Data.

 

Not applicable because we are a smaller reporting company.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The information and financial data discussed below is derived from the audited financial statements of the Company for its fiscal year ended December 31, 2017. The audited financial statements were prepared and presented in accordance with generally accepted accounting principles in the United States. The information and financial data discussed below is only a summary and should be read in conjunction with the historical financial statements and related notes contained elsewhere in this 10-K. The financial statements contained elsewhere in this 10-K fully represent the Company’s financial condition and operations; however, they are not indicative of the Company’s future performance. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this 10-K.

 

Cautionary Notice Regarding Forward Looking Statements

 

The information contained in Item 2 contains 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. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

 

This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

 

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks discussed in this Annual Report on Form 10K, in press releases and in other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Critical Accounting Policies and Estimates

 

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP). In doing so, we have to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, and expenses, as well as related disclosure of contingent assets and liabilities. In some cases, we could reasonably have used different accounting policies and estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to accounting estimates of this type as critical accounting policies and estimates, which we discuss further below.

 

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Use of estimates

 

Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. The significant estimates were made for the fair value of common stock issued for services, with notes payable arrangements, in connection with note extension agreements, and as repayment for outstanding debt, in estimating the useful life used for depreciation and amortization of our long-lived assets, in the valuation of the derivative liability, and the valuation of deferred income tax assets. Actual results and outcomes may differ from management’s estimates and assumptions.

 

Recently Issued Accounting Pronouncements

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company does not expect the adoption of this standard to significantly impact its consolidated financial statements.

 

In 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which provides clarification regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows and ASU 2016-18, Restricted Cash (“ASU 2016-18”), which requires an entity to show the changes in total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. ASU 2016-15 and ASU 2016-18 are effective for us beginning January 1, 2018 and was applied by us using a retrospective transition method. Adoption of these standards did not have an impact on our Consolidated Financial Statements.

 

In 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), which requires a company to recognize the tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for us beginning January 1, 2018 and was applied by us using a modified retrospective method. Adoption of this standard did not have an impact on our Consolidated Financial Statements.

 

On January 1, 2017, we adopted ASU 2016-09, Compensation - Stock Compensation (“ASU 2016-09”) which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. Adoption of ASU 2016-09 did not have a significant impact on our Consolidated Financial Statements.

 

In January 2017, the FASB issued ASU 2017-01, Business Combinations (“ASU 2017-01") which provided new guidance clarifying the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted for transactions that occurred before the issuance date or effective date of the standard if the transactions were not reported in financial statements that have been issued or made available for issuance. Upon early adoption, the standard did not impact how we assess acquisitions (or disposals) of assets or businesses.

 

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) that simplifies the test for goodwill impairment by eliminating step two from the goodwill impairment test. Under the new guidance, an entity should recognize an impairment charge for the amount based on the excess of a reporting unit’s carrying amount over its fair value. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. For public companies, the guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019 on a prospective basis, and earlier adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. We early adopted this guidance during the three months ended March 2017, and the adoption did not impact our financial statements.

 

17

 

 

Results of Operations

 

Results of Operations Year Ended December 31, 2017 vs. Year Ended December 31, 2016

 

    Year Ended December 31,     Favorable        
    2017     2016     (Unfavorable)     %  
                         
Operating expenses   $ 4,603,886     $ 5,410,923       807,037       14.9 %
                                 
Loss from operations     (4,603,886 )     (5,410,923 )     807,037       14.9 %
                                 
Other income (expense)     (6,206,274 )     95,251       (6,301,525 )     NM  
                                 
Net loss   $ (10,810,160 )   $ (5,315,672 )   $ (5,494,488 )     -103.4 %

 

Operating Expenses

 

Our operating expenses for 2017 were $4,603,886 compared to $5,410,923 for 2016. The operating expenses were comprised primarily of consulting and professional fees for the development of our intellectual property, research and development and expenses related to being a public company. $1,414,822 of the operating expenses represents stock-based compensation (stocks and warrants issued for services). The primary reasons for the decrease in operating expenses was a reduction in consulting and professional fees of approximately $990,000 offset by an increase in research and development expenses of approximately $115,000.

 

Depreciation

 

We incur depreciation expense for costs related to our assets, including our information technology and software. Our depreciation was $14,761 in 2017 from $15,833 in 2016. There were no significant equipment purchases or sales during 2017.

 

Other Income (Expense)

 

Our Other Income (Expense) was expense of $6,206,274 in 2017 compared to income of $95,251 in 2016. The income in 2017 and the expense in 2016 was primarily the result of changes in our financings and re-valuations to reflect liability accounting for convertible debt issued with variable conversion rates.

 

18

 

 

Liquidity and Capital Resources

 

    As of December 31,     Increase  
    2017     2016     (Decrease)  
Working Capital                        
                         
Current assets   $ 111,173     $ 302,854     $ (191,681 )
Current liabilities     13,409,345       8,721,324       4,688,021  
Working capital deficit   $ (13,298,172 )   $ (8,418,470 )   $ 4,879,702  
                         
Long-term debt   $ 753,192     $ 159,221     $ 593,971  
                         
Stockholders’ deficit   $ (9,550,300 )   $ (8,561,866 )   $ 988,434  
                         
      For Year Ended December 31,       Increase  
      2017       2016       (Decrease)  
Statements of Cash Flows Select Information                        
                         
Net cash provided (used) by:                        
Operating activities   $ (2,989,770 )   $ (2,462,334 )   $ 527,436  
Investing activities   $ (3,000,000 )   $ -     $ 3,000,000  
Financing activities   $ 6,024,410     $ 2,476,394     $ 3,548,016  
                         
      As of December 31,       Increase  
      2017       2016       (Decrease)  
Balance Sheet Select Information                        
                         
Cash   $ 90,173     $ 55,533     $ 34,640  
                         
Accounts payable and accrued expenses   $ 2,714,041     $ 4,727,247     $ (2,013,206 )

 

Since inception and through December 31, 2017, the Company has raised approximately $9.9 million in equity and debt transactions. These funds have been used to advance the operations of the Company, build its bio-medical platform, patent work & general corporate development. Our accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these consolidated financial statements. However, the Company has incurred substantial losses. Our current liabilities exceed our current assets and available cash is not sufficient to fund the expected future operation. The Company is raising additional capital through debt and equity securities in order to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern. To reduce the risk of not being able to continue as a going concern, management is commercializing its FDA cleared and CE marked products and has implemented its business plan to materialize revenues from potential, future, license agreements, has initiated a private placement offering to raise capital through the sale of its common stock and is seeking out profitable companies. Although, uncertainty exists as to whether the Company will be able generate enough cash from operations to fund the Company’s working capital needs or raise sufficient capital to meet the Company’s obligations as they become due, no adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. Our cash on hand at December 31, 2017 was $90,173. This will not be sufficient to fund operations if additional capital is not raised. The Company raised an aggregate of $823,000 through the sale of equity and debt securities since December 31, 2017 through the date of this report.

 

19

 

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.

 

Seasonality

 

Management does not believe that our current business segment is seasonal to any material extent.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We do not have in effect any compensation plans under which our equity securities are authorized for issuance.

 

Unregistered Sales of Equity Securities

 

During the quarter ended December 31, 2017, we issued the following unregistered equity securities:

 

Number of          
Common Shares   Source of      
Issued   Payment   Amount  
99,026   Services   $ 4,751  
18,262,653   Note conversion   $ 1,066,596  
252,676   Note extension   $ 17,740  
13,604,123   Cash   $ 550,000  
419,726   Debt settlement   $ 22,706  
250,000   Warrant Exercise   $ 5,050  

 

The above issuances of were exempt from registration pursuant to Section 4(2), and/or Regulation D promulgated under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

We are a Smaller Reporting Company and are not required to provide the information under this item.

 

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Item 8. Financial Statements and Supplementary Data.

 

EDONOVO THERAPEUTICS, INC.

AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm 22
Consolidated Balance Sheets for December 31, 2017 and 2016 23
Consolidated Statements of Operations for the Years Ended December 31, 2017 and 2016 24
Consolidated Statement of Stockholders’ Deficit for the Years Ended December 31, 2017 and 2016 25
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016 26
Notes to Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016 27

 

21

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

Endonovo Therapeutics, Inc. and Subsidiaries

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Endonovo Therapeutics, Inc. and Subsidiaries (the Company) as of December 31, 2017 and 2016, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2017, and the related notes to the consolidated financial statements (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph – Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has continued to incur significant operating losses and negative cash flows from operations, during the year ended December 31, 2017 and has negative working capital at December 31, 2017. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Rose, Snyder & Jacobs LLP

 

We have served as the Company’s auditor since 2008.

 

Encino, California

April 6 , 2018

 

22

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Consolidated Balance Sheets

As of December 31,

 

    2017     2016  
ASSETS                
Current assets:                
Cash   $ 90,173     $ 55,533  
Prepaid expenses and other current assets     21,000       247,321  
Total current assets     111,173       302,854  
                 
Property Plant and Equipment, net     1,064       15,825  
Patents, net     4,500,000       -  
                 
Total assets   $ 4,612,237     $ 318,679  
                 
LIABILITIES AND SHAREHOLDERS’ DEFICIT                
Current Liabilities                
Accounts payable and accrued expenses   $ 2,714,041     $ 4,727,247  
Short term advances     20,323       5,823  
Notes payable, net of discounts of $2,624,984 as of December 31, 2017 and $1,145,849 as of December 31, 2016     4,461,160       1,878,107  
Notes payable - related parties     270,000       170,000  
Derivative liability     5,939,600       1,927,752  
Current portion of long term loan     4,221       12,395  
                 
Total current liabilities     13,409,345       8,721,324  
                 
Series C preferred stock liability, net of discounts of $101,808 at December 31, 2017 and $0 as of December 31, 2016     598,192       -  
Long term loan     -       4,221  
Acquisition payable     155,000       155,000  
Total liabilities     14,162,537       8,880,545  
COMMITMENTS AND CONTINGENCIES                
Shareholders’ deficit                
Super AA super voting preferred stock, $0.001 par value; 1,000,000 authorized and 5,000 and 1,000 issued and outstanding at December 31, 2017 and December 31, 2016     5       -  
Series B convertible preferred stock, $0.0001 par value; 50,000 shares authorized, 0 shares issued and outstanding at December 31, 2017 and December 31, 2016     -       -  
Common stock, $.0001 par value; 500,000,000 shares authorized; 316,951,712 and 134,336,637 shares issued and outstanding as of December 31, 2017 and December 31, 2016     31,692       13,434  
Additional paid-in capital     19,604,016       9,800,553  
Stock subscriptions     (1,570 )     (1,570 )
Accumulated deficit     (29,184,443 )     (18,374,283 )
Total shareholders’ deficit     (9,550,300 )     (8,561,866 )
Total liabilities and shareholders’ deficit   $ 4,612,237     $ 318,679  

 

See accompanying summary of accounting polices and notes to consolidated financial statements.

 

23

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Years Ended December 31,

 

    2017     2016  
             
Operating expenses   $ 4,603,886     $ 5,410,923  
Loss from operations     (4,603,886 )     (5,410,923 )
                 
Other income (expense)                
Change in fair value of derivative liability     (2,982,543 )     2,853,291  
Gain on settlement of debt     80,294       124,888  
Gain (loss) on extinguishment of debt     2,485,277       (488,149 )
Interest expense, net     (5,789,302 )     (2,394,779 )
Total other income (expense)     (6,206,274 )     95,251  
                 
Loss before income taxes     (10,810,160 )     (5,315,672 )
                 
Provision for income taxes     -       -  
                 
Net loss   $ (10,810,160 )   $ (5,315,672 )
                 
Basic and diluted loss per share   $ (0.04 )   $ (0.05 )
Weighted average common share outstanding:                
Basic and diluted     242,090,416       117,405,894  

 

See accompanying summary of accounting polices and notes to consolidated financial statements.

 

24

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Consolidated Statement of Stockholders Deficit

For the Years Ended December 31, 2017 and 2016

 

    Series AA Preferred Stock     Common Stock     Additional Paid-in     Common Stock Subscription     Retained     Total Shareholder’s  
    Shares     Amount     Shares     Amount     Capital     Receivable     Earnings     Deficit  
                                                 
Balance December 31, 2015     1,000     $ -       104,803,401     $ 10,479     $ 3,773,642     $ (1,570 )   $ (13,058,611 )   $ (9,276,060 )
                                                                 
Shares issued for cash     -       -       566,327       57       107,022       -       -       107,079  
Units issued for cash     -       -       7,968,721       797       1,127,953                       1,128,750  
Shares issued for services     -       -       9,888,760       990       2,363,981       -       -       2,364,971  
Shares issued with notes payable     -       -       140,000       14       11,066       -       -       11,080  
Shares issued on extension of notes payable     -       -       266,617       27       111,634       -       -       111,661  
Shares issued for conversion of notes payable and accrued interest     -       -       9,476,582       947       1,956,770       -       -       1,957,717  
Units issued for conversion of notes payable and accrued interest     -       -       1,226,229       123       308,485                       308,608  
Value of warrants issued with note payable     -       -       -       -       40,000       -       -       40,000  
Net loss for year ended December 31, 2016     -       -       -       -       -       -       (5,315,672 )     (5,315,672 )
Balance December 31, 2016     1,000       -       134,336,637       13,434     $ 9,800,553       (1,570 )     (18,374,283 )     (8,561,866 )
                                                                 
Private placement units issued for cash     -       -       42,434,151       4,242       1,286,008       -       -       1,290,250  
Preferred stock issued for cash     4,000       5       -       -       -       -       -       5  
Shares issued for services     -       -       3,698,022       369       203,937       -       -       204,306  
Shares issued on exercise of warrants     -       -       250,000       25       5,025                       5,050  
Shares issued with lock-up agreements     -       -       379,294       38       25,232       -       -       25,270  
Shares issued for conversion of notes payable and accrued interest     -       -       123,163,542       12,315       4,963,635       -       -       4,975,950  
Private placement units issued for conversion of notes payable and accrued interest     -       -       4,002,953       400       112,738       -       -       113,138  
Shares issued related to debt extinguishment and settlement     -       -       2,142,387       214       119,068       -       -       119,282  
Shares issued for repayment of accrued liabiity     -       -       6,725,000       673       235,008       -       -       235,681  
Shares returned on settlement of debt     -       -       (180,274 )     (18 )     (10,276 )     -       -       (10,294 )
Valuation of stock options issued for services     -       -       -       -       1,139,403       -       -       1,139,403  
Valuation of warrants issued for services     -       -       -       -       71,113       -       -       71,113  
Valuation of warrants issued with preferred stock     -       -       -       -       101,808       -       -       101,808  
Valuation of warrants issued with notes     -       -       -       -       83,453       -       -       83,453  
Valuation of stock options issued in exchange of deferred compensation     -       -       -       -       1,467,311       -       -       1,467,311  
Net loss for the year ended December 31, 2017     -       -       -       -       -       -       (10,810,160 )     (10,810,160 )
Balance December 31, 2017     5,000     $ 5       316,951,712     $ 31,692     $ 19,604,016     $ (1,570 )   $ (29,184,443 )   $ (9,550,300 )

 

See accompanying summary of accounting polices and notes to consolidated financial statements.

 

25

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31,

 

    2017     2016  
Operating activities:                
Net loss   $ (10,810,160 )   $ (5,315,672 )
Adjustments to reconcile net loss to cash used in operating activities:                
Depreciation and amortization expense     14,761       15,833  
Fair value of equity issued for services     1,414,823       2,364,971  
Non-cash interest and fees     3,400,511       1,290,383  
Amortization of note discount and original issue discount     2,165,710       1,055,316  
Change in fair value of derivative liability     2,982,543       (2,853,291 )
(Gain) loss on extinguishment of debt     (2,485,277 )     488,149  
Gain on settlement of debt     (80,294 )     (124,888 )
Changes in assets and liabilities:                
Prepaid expenses and other current assets     263,321       86,012  
Accounts payable and accrued expenses     144,292       530,853  
Net cash used in operating activities     (2,989,770 )     (2,462,334 )
                 
Investing activities:                
Acquisition of patents     (3,000,000 )     -  
Net cash used in investing activities     (3,000,000 )     -  
                 
Financing activities:                
Proceeds from the issuance of notes payable     4,047,000       1,491,778  
Proceeds from issuance of notes payable- related parties     100,000       -  
Proceeds from short term advances     26,000       12,618  
Proceeds from exercise of warrants     5,050       -  
Proceeds from issuance of preferred stock     700,005       -  
Repayments on short term advances     (11,500 )     (10,300 )
Proceeds from issuance of common stock     1,290,250       1,235,829  
Payment on notes payable     (120,000 )     (166,500 )
Payment on notes payable- related parties     -       (75,000 )
Payment against long term loan     (12,395 )     (12,031 )
Net cash provided by financing activities     6,024,410       2,476,394  
                 
Net increase in cash     34,640       14,060  
Cash, beginning of year     55,533       41,473  
Cash, end of year   $ 90,173     $ 55,533  
                 
Supplemental disclosure of cash flow information:                
Cash paid for interest   $ 33,868     $ 27,088  
Cash paid for income taxes   $ -     $ -  
                 
Non Cash Investing and Financing Activities:                
Conversion of notes payable and accrued interest to common stock   $ 1,582,349     $ 711,098  
Settlement of liabilities by issuance of common stock   $ 354,964     $ 61,600  
Notes payable issued for services   $ -     $ 100,000  
Notes payable issued on acquisition of patents   $ 1,500,000     $ -  
Deferred compensation converted to stock options   $ 1,467,311     $ -  
Accrued interest converted to notes payable   $ 39,570     $ 18,448  

 

See accompanying summary of accounting polices and notes to consolidated financial statements.

 

26

 

 

Endonovo Therapeutics, Inc. and Subsidiary

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2017 and 2016

 

Note 1 - Nature of Business and Summary of Significant Accounting Policies

 

Endonovo Therapeutics, Inc. and Subsidiaries (the “Company” or “ETI”) is primarily focused in the business of biomedical research and development, particularly in regenerative medicine, which has included the development of the proprietary non-invasive electrocuetical device and intellectual property licensing and commercialization.

 

On January 22, 2014 Hanover Portfolio Acquisitions, Inc. (the “Company”) received written consents in lieu of a meeting of stockholders from holders of a majority of the shares of Common Stock representing in excess of 50% of the total issued and outstanding voting power of the Company approving an amendment to the Company’s Certificate of Incorporation to change the name of the Company from “Hanover Portfolio Acquisitions, Inc.” to “Endonovo Therapeutics, Inc.” The name change was affected pursuant to a Certificate of Amendment (the “Certificate of Amendment”), filed with the Secretary of State of Delaware on January 24, 2014.

 

Basis of Presentation and Principles of Consolidation

 

The consolidated financial statements of the Company include the accounts of ETI, IP Resources International, Inc., Aviva Companies Corporation, and WeHealAnimals, Inc. All significant intercompany accounts and transactions are eliminated in consolidation.

 

Going Concern

 

These accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for a period following the date of these consolidated financial statements. The Company has recurring net losses, negative cash flows from operations and working capital deficits. The Company has raised approximately $4.4 million in debt and equity financing for the year ended December 31, 2017. The Company is raising additional capital through debt and equity securities in order to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. To reduce the risk of not being able to continue as a going concern, management is commercializing its FDA cleared and CE marked products and has implemented its business plan to materialize revenues from potential, future, license agreements, has initiated a private placement offering to raise capital through the sale of its common stock and is seeking out profitable companies.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Critical estimates include the value of shares issued for services, in connection with notes payable agreements, in connection with note extension agreements, and as repayment for outstanding debt, the useful lives of property and equipment, the valuation of the derivative liability, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates.

 

Cash and cash equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents. Cash is deposited with what we believe are highly credited, quality institutions. The deposited cash may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. At December 31, 2017, cash and cash equivalents did not exceed FDIC limits.

 

27

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

Property, plant and equipment

 

Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range between five and seven years. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon the sale, retirement or disposal of fixed assets, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss recorded to the consolidated statements of operations.

 

Impairment of Long-lived Assets

 

The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows generated from the asset group to the recorded value of the asset group. If impairment is indicated, the asset is written down to its estimated fair value.

 

Stock-Based Compensation

 

The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, net of estimated forfeitures, over the vesting or service period, as applicable, of the stock award using the straight-line method. When our common stock is thinly traded, we have made estimates of the fair value of the common stock based not only on market prices but other factors such as financial condition and results of operations.

 

The Company measured stock-based compensation using the Black-Scholes option valuation model using the following assumptions:

 

      December 31, 2017  
         
Expected term     2 - 5 years  
Exercise price     $0.0216 - $0.2669  
Expected volatility     184% - 217%  
Expected dividends     None  
Risk-free interest rate     1.50% - 1.87%  
Forfeitures     None  

 

Income Taxes

 

The Company records a tax provision for the anticipated tax consequences of its reported results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and income tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized.

 

The Company has adopted ASC Topic 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. The Company has determined that the adoption did not result in the recognition of any liability for unrecognized tax benefits and that there are no unrecognized tax benefits that would, if recognized, affect the Company’s effective tax rate.

 

28

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

Net Income (Loss) per Share

 

Basic net income (loss) per share is calculated based on the net income (loss) attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net income (loss) per common share assumes the conversion of all dilutive securities using the if-converted method and assumes the exercise or vesting of other dilutive securities, such as options, common shares issuable under convertible debt, warrants and restricted stock using the treasury stock method when dilutive.

 

Research and Development

 

Costs relating to the development of new products are expensed as research and development as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 730-10,  Research and Development . Research and development costs amounted to $115,159 and $0 for the years ended December 31, 2017 and 2016, respectively, and are included in operating expenses in the consolidated statements of operations.

 

Fair Value of Financial Instruments

 

Accounting guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business.

 

The Company’s balance sheet contains derivative liability that is recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows:

 

Level 1: uses quoted market prices in active markets for identical assets or liabilities.

 

Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data.

 

Level 3: uses unobservable inputs that are not corroborated by market data.

 

The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-Sholes option valuation model was used to determine the fair value. The Company records derivative liability on the condensed consolidated balance sheets at fair value with changes in fair value recorded in the condensed consolidated statements of operation.

 

29

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

The following table presents changes in the liabilities with significant unobservable inputs (Level 3) for the years ended December 31, 2017 and 2016:

 

    Fair Value Measurements at December 31, 2017 Using  
    Quoted Prices in     Significant Other     Significant        
    Active Markets for     Observable     Unobservable        
    Identical Assets     Inputs     Inputs        
    (Level 1)     (Level 2)     (Level 3)     Total  
                                 
Derivative liability   $ -     $ -     $ 5,939,600     $ 5,939,600  
Total   $ -     $ -     $ 5,939,600     $ 5,939,600  

 

    Fair Value Measurements at December 31, 2016 Using  
    Quoted Prices in     Significant Other     Significant        
    Active Markets for     Observable     Unobservable        
    Identical Assets     Inputs     Inputs        
    (Level 1)     (Level 2)     (Level 3)     Total  
                                 
Derivative liability   $ -     $ -     $ 1,927,752     $ 1,927,752  
Total   $ -     $ -     $ 1,927,752     $ 1,927,752  

 

The following table presents changes in the liabilities with significant unobservable inputs (Level 3) for the years ended December 31, 2017 and 2016:

 

    Liability  
Balance December 31, 2015   $ 3,973,542  
         
Increase in Derivative Liability resulting from Issuance of convertible debt     2,525,515  

Decrease in Derivative Liability resulting from Settlements by debt extinguishment

    (1,718,013 )
Decrease in Derivative Liability resulting from Change in estimated fair value     (2,853,292 )
         
Balance December 31, 2016     1,927,752  
         
Increase in Derivative Liability resulting from Issuance of convertible debt     9,185,674  

Decrease in Derivative Liability resulting from Settlements by debt extinguishment

    (8,156,369 )
Increase in Derivative Liability resulting from Change in estimated fair value     2,982,543  
         
Balance December 31, 2017   $ 5,939,600  

 

Derivative Liability

 

The Company issued Variable Debentures during the years ended December 31, 2017 and 2016, which contained variable conversion rates based on unknown future prices of the Company’s common stock. This resulted in a derivative liability. The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions:

 

30

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

      For Year Ending December 31,  
      2017       2016  
                 
Expected term     1 year       1 year - 2 years  
Exercise price     $0.0063-$0.385       $0.0113-$0.81  
Expected volatility     163%-201%       176%-276%  
Expected dividends     None       None  
Risk-free interest rate     0.79%-1.76%       0.45%-1.06%  
Forfeitures     None       None  

 

The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future.

 

The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control, and the assessment of volatility. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s Variable Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases.

 

Preferred Stock

 

The Company elects to accrete the difference between the redemption value and carrying value of outstanding preferred stock over the period from the date of issuance to the earliest redemption date using the effective interest method.

 

Recent Accounting Standard Updates

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company does not expect the adoption of this standard to significantly impact its consolidated financial statements.

 

In 2016, the FASB issued ASU 2016-15,  Classification of Certain Cash Receipts and Cash Payments  (“ASU 2016-15”), which provides clarification regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows and ASU 2016-18,  Restricted Cash  (“ASU 2016-18”), which requires an entity to show the changes in total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. ASU 2016-15 and ASU 2016-18 are effective for us beginning January 1, 2017 and was applied by us using a retrospective transition method. Adoption of these standards did not have an impact on our Consolidated Financial Statements.

 

In 2016, the FASB issued ASU 2016-16,  Intra-Entity Transfers of Assets Other Than Inventory  (“ASU 2016-16”), which requires a company to recognize the tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for us beginning January 1, 2017 and was applied by us using a modified retrospective method. Adoption of this standard did not have an impact on our Consolidated Financial Statements.

 

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Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

On January 1, 2017, we adopted ASU 2016-09,  Compensation - Stock Compensation  (“ASU 2016-09”) which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. Adoption of ASU 2016-09 did not have a significant impact on our Consolidated Financial Statements.

 

In January 2017, the FASB issued ASU 2017-01, Business Combinations (“ASU 2017-01”) which provided new guidance clarifying the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted for transactions that occurred before the issuance date or effective date of the standard if the transactions were not reported in financial statements that have been issued or made available for issuance. Upon early adoption, the standard did not impact how we assess acquisitions (or disposals) of assets or businesses.

 

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) that simplifies the test for goodwill impairment by eliminating step two from the goodwill impairment test. Under the new guidance, an entity should recognize an impairment charge for the amount based on the excess of a reporting unit’s carrying amount over its fair value. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. For public companies, the guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019 on a prospective basis, and earlier adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. We early adopted this guidance during 2017, and the adoption did not impact our financial statements.

 

Note 2 - Property and Equipment

 

The following is a summary of equipment, at cost, less accumulated depreciation at December 31, 2017 and 2016:

 

    As of December 31,  
    2017     2016  
             
Autos   $ 64,458     $ 64,458  
Medical equipment     5,000       5,000  
Other equipment     8,774       8,774  
      78,232       78,232  
Less accumulated depreciation     77,168       62,407  
    $ 1,064     $ 15,825  

  

Depreciation expense for the years ended December 31, 2017 and 2016 was $14,761 and $15,833, respectively.

 

32

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

Note 3 – Patents

 

In December 2017, we acquired from RGN a patent portfolio for $4,500,000 as part of a settlement agreement. The oldest patents expire in 2024. The patent portfolio is amortized through 2024. The following is a summary of patents less accumulated amortization at December 31, 2017 and 2016:

 

    December 31,  
    2017     2016  
             
Patents   $ 4,500,000     $ -  
                 
Less accumulated amortization     -       -  
                 
    $ 4,500,000     $ -  

 

There is no amortization expense associated with patents for the years ended December 31, 2017 and 2016. The estimated future amortization expense related to patents as of December 31, 2017 is as follows:

 

Year Ended December 31.   Amount  
       
2018   $ 646,910  
2019     646,910  
2020     646,910  
2021     646,910  
2022     646,910  
Thereafter     1,265,450  
Total   $ 4,500,000  

 

Note 4 - Notes payable and Long Term Loan

 

Notes Payable

 

In October 2013, the Company initiated a private placement for up to $500,000 of financing by the issuance of notes payable at a minimum of $25,000, one unit. The notes bear interest at 10% per annum and were due and payable with accrued interest one year from issuance. Also, the Company agreed to issue 125,000 shares of its common stock for each unit. In July 2014, the Company initiated a private placement for up to $500,000 of financing by the issuance of notes payable at a minimum of $25,000, one unit. The notes bear interest at 10% per annum and were due and payable with accrued interest one year from issuance. Also, the Company agreed to issue 50,000 shares of its common stock for each unit. In October 2014, the Company initiated a private placement for up to $500,000 of financing by the issuance of notes payable at a minimum of $25,000, one unit. The notes bear interest at 10% per annum and were due and payable with accrued interest one year from issuance. Also, the Company agreed to issue 50,000 shares of its common stock for each unit. In August 2015, the Company initiated a private placement for up to $500,000 of financing by the issuance of notes payable at a minimum of $25,000, one unit. The notes bear interest at 10% per annum and were due and payable with accrued interest one year from issuance. Also, the Company agreed to issue 100,000 shares of its common stock for each unit. During the years ended December 31, 2017 and 2016, the Company did not issue notes in connection with these private placements. As of December 31, 2017 and 2016, notes payable outstanding under these private placements are $919,903 and $1,075,500, respectively. Of these amounts, $919,903 and $1,065,000 of the outstanding balance on these notes are past maturity at December 31, 2017 and 2016, respectively.

 

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Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

During the years ended December 31, 2017 and 2016, the Company issued Convertible Debentures (“Variable Debentures”) in amounts of $4,137,070 and $1,744,416 for cash of $3,947,000 and $1,421,778 with ori ginal terms of 6 months to 2 years and interest rates ranging from 6% to 10% and add on interest of 10% which contain variable conversion rates with a discount ranging from 25% to 53% of the Company’s common stock based on the terms included in the Variable Debentures. Certain of the Variable Debentures contain prepayment options which enable the Company to prepay the notes at premiums ranging from 120% to 130%. The Company recorded a derivative liability as a result of the conversion feature. The derivative liability was allocated between a note discount, up to the value of the Variable Debenture, and interest expense for the excess, and the note discount is being amortized over the life of the Variable Debenture. During the years ended December 31, 2017 and 2016, the Company recorded $4,087,500 and $1,723,471, respectively, in discounts on these Variable Debentures. As of December 31, 2017 and 2016, the Variable Debentures outstanding had balances due of $4,566,241 and $1,888,456, respectively. Of these amounts outstanding, $202,500 and $66,000 of the Variable Debentures were past maturity at December 31, 2017 and 2016, respectively. For the year ended December 31, 2017, the Company had 48,065,178 of weighted-average common shares relating to the convertible debt, under the if-converted method.

 

During the year ended December 31, 2017, the Company entered into a $1,500,000 note payable with an unrelated party in connection with the acquisition of patents. The note bears interest at 8% per year and matures in November 2018. At December 31, 2017, $1,500,000 remained outstanding on this note.

 

During the year ended December 31, 2017, the Company entered into a $100,000 note payable with an unrelated party and issued a warrant for up to 500,000 shares of common stock at a value of $21,204 in connection with this note. The note bears interest at 10% per year and matures in February 2018. At December 31, 2017, $100,000 remained outstanding on this note.

 

During the year ended December 31, 2016, the Company entered into two notes payable agreements for $70,000 in aggregate with an unrelated party and issued 140,000 shares in connection with these notes. The notes bear interest at 10% per year and matured in May 2017. At December 31, 2017 and 2016, $0 and $60,000 were outstanding on these notes.

 

As of December 31, 2017, the Company had notes payable to related parties amounting to $270,000. Refer to Note 6 – Related Party Transactions. 

 

    As of  December 31,  
    2017     2016  
             
Notes payable at beginning of period   $ 3,193,956     $ 2,333,751  
Notes payable issued     5,837,070       1,776,895  
Default interest added to note payable     -       62,500  
Settlements on note payable     (95,597 )     (55,000 )
Repayments of notes payable in cash     (96,000 )     (241,500 )
Less amounts converted to stock     (1,483,285 )     (682,690 )
Notes payable at end of period     7,356,144       3,193,956  
Less debt discount     (2,624,984 )     (1,145,849 )
    $ 4,731,160     $ 2,048,107  
                 
Notes payable issued to related parties   $ 270,000     $ 170,000  
Notes payable issued to non-related parties   $ 4,461,160     $ 1,878,107  

 

34

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

The maturity dates on the notes payable are as follows:

 

Twelve months ending,   Non-related parties     Related parties     Total  
Past due   $ 1,122,403     $ 170,000     $ 1,292,403  
December 31, 2018     5,963,741       100,000       6,063,741  
Total   $ 7,086,144     $ 270,000     $ 7,356,144  

  

Long Term Loan

 

The Company has financed the purchase of an automobile. The maturity dates on the loan are as follows:

 

Maturity dates of long term debt

 

Twelve months ending,      
December 31, 2018   $ 4,221  
    $ 4,221  
         
Current portion   $ 4,221  

 

Acquisition Payable

 

In connection with the Company’s acquisition of IPR in 2012, IPR recorded a $155,000 long-term acquisition payable for costs that were not paid at closing. These payable is non-interest bearing and IPR agreed to make payments up to 25% of the proceeds from any private placement or gross profits earned by IPR until the obligation is satisfied. The percentage of the proceeds to be paid is at the sole discretion of IPR’s Chief Executive Officer and the ex-Chief Executive Officer of the Company based on the liquidity of the Company.

 

35

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

Effective Interest Rate

 

During the year ended December 31, 2017 and 2016, the Company’s effective interest rate was 222% and 89%, respectively.

 

Note 5 - Shareholders’ Deficit

 

Preferred Stock

 

The Company has authorized 5,000,000 shares of preferred stock which have been designated as follows:

 

    Number of Shares     Number of Shares Outstanding     Par     Liquidation  
    Authorized     at December 31, 2017     Value     Value  
Series AA     1,000,000       5,000     $ 0.0001     $ -  
Preferred Series B     50,000       -     $ 0.0001     $ 100  
Preferred Series C     8,000       700     $ 0.0001     $ 1,000  
Undesignated     3,942,000       -       -       -  

 

Series AA Preferred Shares

 

On February 22, 2013, the Board of Directors of the Company authorized an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.0001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof.

 

Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. Upon liquidation, dissolution and winding up of the Corporation, whether voluntary or involuntary, the holders of the Series AA Super Voting Preferred Stock then outstanding shall not be entitled to receive out of the assets of the Corporation, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the Common Stockholders. As of December 31, 2017 and 2016, there were 5,000 and 1,000 shares of Series AA Preferred stock outstanding.

 

Series B Convertible Preferred Stock

 

At December 31, 2017, there are 50,000 shares of Series B Convertible Preferred Stock designated as Series B (“Series B”) which are authorized and convertible into a like amount of common shares. None of the Series B have been issued or are outstanding at December 31, 2017.

 

Series C Secured Redeemable Preferred Stock

 

During the year ended December 31, 2017, the Company filed a certificate of designation (the “Designation”) for 8,000 shares of Series C Secured Redeemable Preferred Stock (“C Preferred”). Each share of the C Preferred, which has a stated value of $1,000 per share and par value of $0.0001 per share, is entitled to a $20.00 quarterly dividend commencing March 21, 2018 and each quarter thereafter and is to be redeemed for the stated value plus accrued dividends in cash (i) at the Company’s option, commencing one year from issuance and (ii) mandatorily as of December 31, 2019. Since the C Preferred is mandatorily payable, the obligation has been included in long term liabilities on the consolidated balance sheet as of December 31, 2017. The C Preferred does not have any rights to vote with the common stock. The Company’s obligation to redeem the C Preferred is secured by a security interest in the RGN Assets. The Preferred Stock Series C holders have liquidation preferences over the common stock holders. As of December 31, 2017, the Company has sold 700 shares of C Preferred in units comprised of shares of C Preferred and common stock purchase warrants exercisable into up to 2,725,269 shares of common stock for consideration of $700,000. The warrants are valued at $101,808 at December 31, 2017 and are recorded as a discount to the preferred stock liability on the consolidated balance sheet.

 

36

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

Common Stock

 

During the year ended December 31, 2017, the Company issued pursuant to a private placement offering 46,437,104 shares of common stock and the same number of warrants for cash of $1,290,250 and conversion of notes and accrued interest in the amount of $113,138. The Company also issued 123,163,542 shares of common stock for the conversion of notes and accrued interest in the amount of $4,975,949.

 

During the year ended December 31, 2017, the Company issued 379,294 shares of common stock valued at $25,270 related to the extension of outstanding notes and lock-up agreements; 2,142,387 shares valued at $119,282 were issued in connection with $95,597 notes payable; 6,725,000 shares valued at $235,681 were issued in connection with a settlement entered into in 2016; 250,000 shares were issued for cash of $5,050 as a result of a common stock warrant exercise; and 180,274 shares were cancelled valued at $10,294 related to a settlement agreement.

 

The Company had entered into consulting agreements with various consultants for service to be provided to the Company. The agreements stipulated a monthly fee and a certain number of shares that the consultant vests in over the term of the contract. The consultant was issued a prorated number of shares of common stock at the beginning of the contract, which the consultant earned over a three-month period. At the anniversary of each quarter, the consultant was issued a new allotment of common stock during the first 3 years of engagement. In accordance with ASC 505-50 – Equity-Based Payment to Non-Employees, the common stock shares issued to the consultant were valued upon their vesting, with interim estimates of value as appropriate during the vesting period. During the years ended December 31, 2017 and 2016, the Company issued 3,698,022 shares of common stock with a value of $204,306 and 2,775,000 shares of common stock with a value of $953,250, respectively, related to these consulting agreements.

 

During the year ended December 31, 2016, the Company also issued 7,113,760 shares of common stock with a value of $1,411,722 for additional services and fees.

 

During the year ended December 31, 2016, the Company issued pursuant to a private placement offering 9,194,940 shares of common stock and the same number of warrants for cash of $1,128,750 and conversion of notes and accrued interest in the amount of $308,608. The Company also issued 566,327 shares of common stock for cash of $107,079 and 9,476,582 shares of common stock for the conversion of notes and accrued interest in the amount of $1,957,717.

 

Also, during the year ended December 31, 2016, the Company issued 266,617 shares of common stock valued at $111,661 related to the extension of outstanding notes and lock-up agreements and 140,000 shares valued at $11, 080 were issued in connection with $70,000 notes payable.

 

The Variable Debentures issued by the Company each have a provision requiring the Company to reserve a variable amount of shares of common stock for when the holder of the Variable Debenture converts.  As of December 31, 2017, the Company has reserved approximately 147,868,000 of common shares related to the outstanding debentures.

 

Stock Options

 

During the year ended December 31, 2017, the Company granted stock options to independent contractors exercisable into up to 25,272,305 shares of common stock with exercise prices ranging from $0.0269 to $0.054 per share, lives ranging from three to ten years, and cashless exercise rights and were valued at $1,139,403 using the Black Scholes option pricing model. The stock options vested on grant and were expensed in full during the year ended December 31, 2017.

 

In addition, during the year ended December 31, 2017, the Company issued stock options to independent contractors exercisable into up to 67,931,064 shares of common stock in exchange for the conversion of $1,467,311 of deferred compensation due to the independent contractors. These options have an exercise price of $0.0216 per share, a three-year life and cashless exercise rights. These options vested on grant.

 

37

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

 

The weighted average grant date fair value of stock options issued during the year ended December 31, 2017 was $0.03 per share.

 

The balance of all stock options outstanding as of December 31, 2017 is as follows:

 

          Weighted Average     Weighted Average      
         

Exercise

Price

   

Remaining

Contractual

   

Aggregate

Intrinsic

 
    Options     Per Share     Term (years)     Value  
Outstanding at January 1, 2017     -     $ -                  
Granted     93,203,369     $ 0.029                  
Cancelled     -     $ -                  
Exercised     -     $ -                  
Outstanding at December 31, 2017     93,203,369     $ 0.029       3.96     $ 2,721,538  
                                 
Exercisable at December 31, 2017     93,203,369     $ 0.029       3.96     $ 2,721,538  

 

      Outstanding     Exercisable  
            Weighted                    
            Average     Weighted           Weighted  
Range of           Remaining     Average           Average  
Exercise     Number     Contractual     Exercise     Number     Exercise  
Prices     Outstanding     Life     Price     Exercisable     Price  
                                 
Options                                          
                                             
$ 0.0540       19,250,000       9.29     $ 0.0540       19,250,000     $ 0.0540  
$ 0.0269       6,022,305       2.72     $ 0.0269       6,022,305     $ 0.0269  
$ 0.0216       67,931,064       2.55     $ 0.0216       67,931,064     $ 0.0216  
          93,203,369       3.96     $ 0.029       93,203,369     $ 0.029  

 

Warrants

 

During the year ended December 31, 2017, in conjunction with the sale of Common Stock, the Company issued three-year and five-year common stock purchase warrants to acquire up to 46,437,100 shares of common stock with exercise prices ranging from $0.0188 to $1.00 per share.

 

38

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

 

In addition, during the year ended December 31, 2017, the Company issued two-year common stock purchase warrants to acquire up to 2,300,000 shares of common stock valued at $83,453 with an exercise prices ranging from $0.0508 to $0.25 in conjunction with the issuance of notes payable; five-year common stock purchase warrants to acquire up to 1,100,678 shares of common stock valued at $71,113 for services provided with exercise prices ranging from $0.096 to $0.267 per share; and two-year common stock purchase warrants to acquire up to 2,725,269 shares of common stock with exercise prices ranging from $0.047 to $0.058 in conjunction with the issuance of preferred stock.

 

During the year ended December 31, 2016, in conjunction with the sale of Common Stock, the Company issued five-year common stock purchase warrants to acquire up to 9,194,940 shares of common stock with exercise prices ranging from $0.0825 to $0.90 per share.

 

In March 2016, the Company issued a two-year common stock purchase warrant exercisable into up to 300,000 shares of common stock with an exercise price of $0.81 for services provided by a consultant. The value of these warrants was recorded as non-cash expense in an amount of $40,000 using the Black Sholes Option pricing method.

 

A summary of the status of the warrants granted under these agreements at December 31, 2017, and changes during the year then ended is presented below:

 

    Outstanding Warrants  
          Weighted Average  
          Exercise Price  
    Shares     Per Share  
Outstanding at January 1, 2017     9,494,940     $ 0.33  
Granted     52,563,052     $ 0.31  
Cancelled     -     $ -  
Exercised     (250,000 )   $ 0.02  
Outstanding at December 31, 2017     61,807,992     $ 0.31  
                 
Exercisable at December 31, 2017     61,807,992     $ 0.31  

 

39

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

      Outstanding     Exercisable  
            Weighted                    
            Average     Weighted           Weighted  
Range of           Remaining     Average           Average  
Exercise     Number     Contractual     Exercise     Number     Exercise  
Prices     Outstanding     Life     Price     Exercisable     Price  
                                 
Warrants                                          
                                             
$ 0.0165-0.0469       15,019,850       3.44     $ 0.033       15,019,850     $ 0.033  
$ 0.0508-0.10       21,438,396       3.56     $ 0.075       21,438,396     $ 0.075  
$ 0.108-0.239       6,010,037       3.60     $ 0.161       6,010,037     $ 0.161  
$ 0.25-0.48       2,862,687       2.56     $ 0.276       2,862,687     $ 0.276  
$ 0.5623-1.00       16,477,022       2.77     $ 0.938       16,477,022     $ 0.938  
          61,807,992       3.32     $ 0.313       61,807,992     $ 0.313  

 

As of December 31, 2017, the Company has 500,000,000 shares of common stock authorized. After the exercise of stock options and warrants and the conversion of variable rate debentures, the Company could potentially have a shortfall of common stock. Should there be a shortfall in common stock, the shareholders of the Company would need to approve an increase in the authorized common stock to an amount sufficient to satisfy such exercises and conversions or reclassify the obligations to liabilities payable in some form other than common stock.

 

Note 6 – Related Party Transactions

 

Executives of the Company have agreed to defer compensation until cash flow improves. As of December 31, 2017 and 2016, the balances of their deferred compensation was $922,395 and $1,861,327 which reflects $894,394 accrual of deferred compensation, $1,173,297 stock options/warrants and the conversion of $660,000 of deferred compensation into stock options of the Company during the year ended December 31, 2017 and $720,000 accrual of deferred compensation and $533,103 cash repayments during the year ended December 31, 2016.

 

From time-to-time Executives of the Company advance monies to the Company to cover costs. During the years ended December 31, 2017 and 2016, officers advanced $26,000 and $12,618 of funds to the Company of which $11,500 and $10,300 were repaid during the years then ended. Also, during the years ended December 31, 2017 and 2016 accrued interest was repaid in an amount of $22,100 and $0, respectively. The balance of short-term advances Executives of the Company at December 31, 2017 and 2016 was $20,323 and $5,823, respectively.

 

During the years ended December 31, 2017 and 2016, an Executive of the Company entered into note payable agreements for $100,000 and $50,000, respectively. During the year ended December 31, 2016, the Company repaid the principal and interest of a $75,000 note payable to another Executive. At December 31, 2017 and 2016, notes payable remain outstanding to one Executive of the Company, in the amounts of $270,000 and $170,000, respectively. At December 31, 2017 and 2016, accrued interest on these notes payable totaled $21,983 and $20,284, respectively, and are included in accounts payable and accrued expenses on the consolidated balance sheet.

 

40

 

 

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

 

Note 7 - Income taxes

 

The Company files income tax returns with the Internal Revenue Service (“IRS”) and various state jurisdictions. For jurisdictions in which tax filings are prepared, the Company is subject to income tax examinations by state tax authorities and federal tax authorities for all tax years.

 

The deferred tax assets are mainly comprised of net loss carryforwards. As of December 31, 2017, the Company had approximately $14,000,000 of federal net operating loss carryforwards that it can use to offset a certain amount of taxable income in the future. These federal net operating loss carryforwards begin to expire in 2029. The resulting deferred tax asset is offset by a 100% valuation allowance due to the uncertainty of its realization.

 

A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax rate to income before provision for income taxes was as follows for the years ended December 31, 2017 and 2016:

 

    2017     2016  
Income tax computed at federal statutory tax rate     -34.0 %     -34.0 %
Change in valuation allowance     39.8 %     39.8 %
State taxes, net of federal benefit     -5.8 %     -5.8 %
Total     0.0 %     0.0 %

 

The primary difference between income tax expense attributable to continuing operations and the amount of income tax expense that would result from applying domestic federal statutory rates to income before provision for income taxes relates to the change in the valuation allowance.

 

The Company has adopted the accounting standards that clarify the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the years ended December 31, 2017 and 2016.

 

Note 8 - Commitments and Contingencies

 

Legal matters

 

The Company may become involved in various legal proceedings in the normal course of business.

 

Note 9 - Subsequent Events.

 

Subsequent to December 31, 2017, an aggregate of 100,000 shares of restricted common stock and 6,200,000 common stock purchase warrants were issued as compensation to independent contractors.

 

Subsequent to December 31, 2017, the Company raised $60,000 from 3 investors as part of a Private Placement and issued 1,561,950 shares of restricted common stock and 1,561,950 common stock purchase warrants.

 

Subsequent to December 31, 2017, the Company converted $477,491 of principal and $36,039 of accrued interest in Variable Debentures outstanding at December 31, 2017 through the issuance of 19,327,397 of restricted shares of common stock.

 

Subsequent to December 31, 2017, the Company issued 17,003 of restricted common stock related to lock-up agreements and $195,000 of cash was received from the issuance of 1350 shares of Preferred B and 60 shares of Preferred C Stock. In addition, the Company issued warrants exercisable into up to 5,076,111 shares of common stock related to the issuance of the Preferred B and Preferred C Stock.

 

Subsequent to December 31, 2017, the Company received cash of $625,000 in connection with three notes issued for a total of $705,370 and issued a warrant to purchase up to 2,000,000 shares of common stock related to one of the notes. Under the terms of one of the notes, the Company issued 3,387,534 shares of common stock to the lender which are returnable to the Company if the note is fully repaid or fulfilled by its maturity date.

 

As a result of these issuances the total number of common shares outstanding is 341,345,596, Preferred B shares outstanding is 1350 and Preferred C shares outstanding is 760.

 

41

 

 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 

None.

 

Item 9A. Controls and Procedures.

 

Disclosure of controls and procedures.

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information 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. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2017. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2017 at the reasonable assurance level due to the material weaknesses described below.

 

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following two material weaknesses which have caused management to conclude that as of December 31, 2017 our disclosure controls and procedures were not effective at the reasonable assurance level:

 

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the year ended December 31, 2017. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

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Management’s Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

 

● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

 

● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the issuer; and

 

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

  

As of the end of our most recent fiscal year, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that as of December 31, 2017, such internal control over financial reporting was not effective. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 

The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2017.

 

As a result of restating the financial statements, Management believes that the material weaknesses set forth in items (1) and (2) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

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This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only the management’s report in this annual report.

 

Changes in internal controls over financial reporting.

 

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

 

On April 3, 2013, the Company filed an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof.

 

The Company’s board of directors authorized the Series AA Super Voting Preferred Stock pursuant to the authority given to the board under the Articles of Incorporation, which authorizes the issuance of up to 5,000,000 shares of preferred stock, par value $0.001 per share, and authorized the board, by resolution, to establish any or all of the unissued shares of preferred stock, not then allocated to any series into one or more series and to fix and determine the designation of each such shares, the number of shares which shall constitute such series and certain preferences, limitations and relative rights of the shares of each series so established.

 

Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company.

 

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The summary of the rights, privileges and preferences of the Series AA Super Voting Preferred Stock described above is qualified in its entirety by reference to the Certificate of Designation as filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

 

Default on Notes

 

Due to its limited resources, the Company has not been able to pay certain promissory notes when due. As of December 31, 2017, there are 56 notes with an aggregate principal of $1,292,403, which are beyond their maturity date. Management believes that the Company may have valid defenses as to some of the promissory notes and will be able to modify some of these notes if requested by the holders to do so and otherwise avoid any default.

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

The following table sets forth the name and age of officers and director as of March 29, 2017. Our Executive officers are elected annually by our Board of Directors. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.

 

Name   Age   Position
Alan Collier   52   Director, Chief Executive Officer, Interim Chief Financial Officer, and Secretary
Michael Mann   60   President

 

Biographies

 

Alan Collier has been the Chief Executive Officer, Secretary, and a director of the Company Since March 2012. Mr. Collier has more than twenty (20) years of experience in finance, telecommunications, and consumer products. Over the progression of his career, he has specialized in the development and financing of early stage, high growth, and acquisitive companies (public and private). He has structured, participated in, and completed numerous transactions including mergers and acquisitions, equity and debt placements, capital restructuring, joint venture development, and channel partner procurement. Additionally, Mr. Collier was a Senior Managing Director at Mid-Market Securities, a FINRA-registered Broker-Dealer. He is also the co-founder and a Managing Member of C2 Capital, LLC, which provides management consulting services to companies preparing to go public. Prior to joining Mid-Market Securities, Mr. Collier was a Managing Director of Mosaic Capital and co-managed its Capital Markets Group at Mosaic Capital. He was previously a Vice President at Corporate Capital Group and Managing Director and CEO of Greenbridge Capital Group. He has held numerous board and executive positions throughout his career.

 

Michael Mann has been the President since January 2014. Mr. Mann was the Vice President of Shareholder Relations from March 2012 to January 2014 for the Company and he brings significant related experience in business operations and corporate finance. From 2008 to March 2012, Mr. Mann has served as the President and Chief Executive Officer of Hanover Portfolio Acquisitions, Inc. formerly known as Hanover Asset Management, Inc. Immediately prior thereto, Mr. Mann was the Founder, President, and Chief Executive Officer of U.S. Debt Settlement, Inc., a company listed on the Frankfurt Stock Exchange. Mr. Mann had personally overseen the growth and development of U.S. Debt Settlement since 2003. From January 2002 to July 2003, Mr. Mann was the Chief Executive Officer of Shared Vision Capital, a boutique investment banking firm that assisted emerging companies with early seed capital and bridge loans. From October 1998 through December 2001, Mr. Mann was the Vice President of Investor Relations for JuriSearch.com, an online legal research platform. During his tenure with JuriSearch.com, Mr. Mann was directly responsible for financing for the company’s growth and development. In addition, Mr. Mann founded and served as the president of Universal Pacific Communications, a privately owned telecommunications company. Under his leadership, Universal Pacific developed a fiber optic disaster recovery telecommunications network.

 

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

 

45

 

 

Code of Ethics

 

We do not have a code of ethics that applies to our officers, employees and directors.

 

Corporate Governance

 

The business and affairs of the company are managed under the direction of our board. We have a board consisting of one member. In addition to the contact information in this annual report, each stockholder will be given specific information on how he/she can direct communications to the officers and our director of the corporation. All material communications from stockholders are relayed to our board.

 

Role in Risk Oversight

 

Our board is primarily responsible for overseeing our risk management processes. The board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The board focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the board’s appetite for risk. While the board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

We became subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (“34 Act”) on June 15, 2015 when we filed a Form 8-A. Our officers and director have made appropriate filings under Section 16(a) of the Exchange Act, although on two occasions, Mr. Mann filed his Form 4 a few days late. These instances involved reporting of open market purchases and did not involve any short swing profits.

 

Item 11. Executive Compensation.

 

The following executives of the Company received compensation in the amounts set forth in the chart below for the fiscal years ended December 31, 2017, 2016 and 2015. No other item of compensation was paid to any officer or director of the Company other than reimbursement of expenses.

 

46

 

 

Summary Compensation Table

 

Name and

Principal Position

  Fiscal Year     Salary ($) (1)     Bonus ($)     Stock Awards ($)     All Other Compensation ($) (2)     Total ($)  
                                     
Alan Collier, CEO, Interim     2017     $ 300,000     $ 9,500     $ 259,764     $ 220,000     $ 789,264  
CFO, Secretary and Director     2016     $ 270,000     $ -     $ 150,000     $ -     $ 420 ,000  
      2015     $ 270,000     $ -     $ -     $ -     $ 270,000  
                                                 
Michael Mann, V.P., Former     2017     $ 270,000     $ 14,500     $ -     $ 476,500     $ 761,000  
President and CEO     2016     $ 270,000     $ -     $ -     $ -     $ 270,000  
      2015     $ 270,000     $ -     $ -     $ -     $ 270,000  

 

(1) Includes deferred compensation to Mr. Collier of $57,670 for 2015 and a repayment of deferred compensation of $4,102 and $17,050 for 2016 and 2017, respectively. Includes deferred compensation to Mr. Mann of $250,00 and $259,900 for 2016 and 2015 and a repayment of deferred compensation of $256,500 for 2017.

 

(2) Includes the valuation of stock options issued to Mr. Collier in exchange for the forgiveness of $220,000 of deferred compensation and the issuance of a discretionary stock option. Includes the valuation of stock options issued to Mr. Mann in exchange for the forgiveness of $220,000 of deferred compensation.

 

Outstanding Equity Awards at Fiscal Year-End Table

 

There were no outstanding equity awards for the year ended December 31, 2017.

 

Compensation of Directors

 

The directors receive no compensation for serving as directors. However, the Company may reimburse its directors for any out-of-pocket cost reasonably incurred to attend a Board meeting.

 

Compensation Agreements

 

All of the new officers pursuant to the terms of the Share Exchange Agreement dated March 14, 2012 have agreed to accrue and defer payment of their compensation until the Company has generated sufficient financing proceeds or revenue to pay such compensation. Initially, Messrs. Collier and Mann shall each receive compensation of $10,000 per month. In addition, each officer will get additional compensation in connection with any company that such officer originates upon the finalization of a licensing arrangement with such company.

 

Finally, Messrs. Collier and Mann shall receive additional compensation in the form of shares of restricted Company common stock that vest over time based upon their remaining with the Company.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth certain information regarding our shares of common stock beneficially owned as of March 29, 2018, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

 

47

 

 

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of March 29, 2017. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of March 29, 2017 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise specified, the address of each of the persons set forth below is care of the company at the address of: 6320 Canoga Avenue, 15 th Floor Woodland Hills, CA 91367.

 

Name of Beneficial Owner   Amount of Beneficial     Percent of  
    Ownership (1)     Ownership (2)  
             
Alan Collier     34,741,308       10.5 %
Michael Mann     34,925,374       10.7 %
                 
All officers and directors as a group (2 persons)     69,666,682       20.4 %

 

(1) This includes common shares controlled by Mr. Collier

 

(2) Based on shares of common stock outstanding as of December 31, 2017 

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

On March 31, 2014, the Company issued a promissory note to Michael Mann for a principal amount of $70,000. The Note carries an interest rate of 14% per annum and a maturity date of December 31, 2017 with interest due monthly. On October 29, 2014, the Company issued a promissory note to Michael Mann for a principal amount of $50,000. The Note carries an interest rate of 14% per annum and a maturity date of December 31, 2017 with interest due monthly. On February 10, 2015, the Company issued a promissory note to Michael Mann for a principal amount of $50,000. The Note carries an interest rate of 14% per annum and a maturity date of December 31, 2017 with interest due monthly. On December 21, 2017, the Company issued a promissory note to Michael Mann for a principal amount of $100,000. The Note carries an interest rate of 10% per annum and a maturity date of February 22, 2018 with interest due monthly. The outstanding notes to Mr. Mann equal $270,000 at December 31, 2017. In the opinion of management, these notes were on terms no less favorable to the lenders than the Company might have obtained from an unaffiliated party.

 

Director Independence

 

We do not have any independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

 

the director is, or at any time during the past three years was, an employee of the company;
   
the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

 

48

 

 

a family member of the director is, or at any time during the past three years was, an executive officer of the company;
   
the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
   
the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
   
the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

 

Mr. Alan Collier is not considered independent because he is the Company’s Chief Executive Officer.

 

We do not currently have a separately designated audit, nominating or compensation committee.

 

Item 14. Principal Accounting Fees and Services.

 

Audit Fees

 

For the Company’s fiscal years ended December 31, 2017 and 2016, we were billed approximately $77,050 and $81,750, respectively, for professional services rendered for the audit and review of our financial statements.

 

Audit Related Fees

 

There were no fees for audit related services for the years ended December 31, 2017 and 2016.

 

Tax Fees

 

For the Company’s fiscal years ended December 31, 2017 and 2016, we were billed approximately $9,655 and $11,695 for professional services rendered for tax compliance, tax advice, and tax planning.

 

All Other Fees

 

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, 2017 and 2016.

 

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

 

approved by our audit committee; or
   
entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

 

49

 

 

We do not have an audit committee. Our board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees was pre-approved. However, all of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a) The following documents are filed as part of this report:

 

(1) Financial Statements and Report of Independent Registered Public Accounting Firm, which are set forth in the index to Consolidated Financial Statements of this report.

 

Report of Independent Registered Public Accounting Firm   22
Consolidated Balance Sheets   23
Consolidated Statements of Operations   24
Consolidated Statements of Shareholders’ Deficit   25
Consolidated Statements of Cash Flows   26
Notes to Consolidated Financial Statements   27

 

(2) Financial Statement Schedule: None.

 

(3) Exhibits

 

EXHIBIT

NUMBER

  DESCRIPTION
2.1   Share Exchange Agreement (1)
3.1   Articles of Incorporation (2)
3.2   By-Laws (2)
3.3   Agreement and Plan of Merger (Delaware reincorporation) (2)
3.4   Certificate of Designation (Super AA Voting Preferred) (3)
3.5   Articles of Amendment -Name Change (4)
3.6   Articles of Amendment – Increase Authorized Shares (4)
3.7   Articles of Amendment – Reverse Stock Split
4.1   Specimen Common Stock Certificate.
5.1   Opinion regarding Legality (5)
10.1   Equity Purchase Agreement (6)
10.2   Registration Rights Agreement (6)
10.3   Acquisition Agreement between the Company and We Heal Animals, Inc. (7)
10.4   Securities Purchase Agreement (“SPA”), dated as of April 7, 2017, between the Company and Eagle Equities, LLC (“Eagle”) - Filed Herewith
10.5   Form of Note payable to Eagle under the SPA - Filed Herewith
10.6   Form of Note Payable to Eagle under the SPA- Filed Herewith
10.7   Form of Back End Note under the SPA- Filed Herewith
10.8  

Debt Purchase Agreement, dated April 7, 2017, by and among the Company, Eagle and Bellridge Capital, LLC – Filed Herewith

101.PRE*   XBRL Taxonomy Presentation Linkbase

  

(1) Incorporated by reference to the current report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2012.
(2) Incorporated by reference to the registration statement filed with the Securities and Exchange Commission on September 22, 2011.
(3) Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2012

 

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

 

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this annual report or 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.

 

50

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 6th day of April, 2018.

 

  ENDONOVO THERAPEUTICS, INC.
     
  By: /s/ Alan Collier
    Alan Collier
   

Chief Executive Officer

(Duly Authorized, Principal Executive Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Alan Collier   Chief Executive Officer, Interim Chief Financial Officer, Secretary and Director   April 6, 2018
Alan Collier   (Principal Executive, Financial and Accounting Officer)    

 

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Exhibit 31.1

 

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Alan Collier, certify that:

 

1. I have reviewed this annual report on Form 10-K/A of Endonovo Therapeutics, 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. The registrant’s other certifying officer(s) and I are 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 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; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our 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.

 

Dated: April 6, 2018
     
Signature: /s/ Alan Collier  
Name: Alan Collier  
Title: Chief Executive and Interim Chief Financial Officer  

 

 
 

 

 

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

 

In connection with the Annual Report of Endonovo Therapeutics, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer of the Company hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 that based on his knowledge:

 

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

 

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

 

/s/ Alan Collier  
Alan Collier  
Chief Executive and Interim Chief Financial Officer  

 

Dated: April 6, 2018