Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-51353 | |
Entity Registrant Name | Protagenic Therapeutics, Inc.\new | |
Entity Central Index Key | 0001022899 | |
Entity Tax Identification Number | 06-1390025 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 149 Fifth Avenue | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10010 | |
City Area Code | (212) | |
Local Phone Number | 994-8200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,955,817 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | PTIX | |
Security Exchange Name | NASDAQ | |
Common stock purchase warrant [Member] | ||
Title of 12(b) Security | Common Stock Purchase Warrant | |
Trading Symbol | PTIXW | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 460,115 | $ 671,091 |
Marketable securities | 10,394,573 | |
Prepaid expenses | 802,417 | 208,156 |
TOTAL CURRENT ASSETS | 11,657,105 | 879,247 |
TOTAL ASSETS | 11,657,105 | 879,247 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 724,417 | 571,517 |
Derivative liability | 83,670 | |
TOTAL CURRENT LIABILITIES | 724,417 | 655,187 |
PIK convertible notes payable, net of debt discount | 441,435 | 1,081,384 |
PIK convertible notes payable, net of debt discount - related parties | 120,654 | 292,412 |
TOTAL LIABILITIES | 1,286,506 | 2,028,983 |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Common stock, $.0001 par value, 100,000,000 shares authorized, 16,955,817 and 10,360,480 shares issued and outstanding at September 30, 2021, and December 31, 2020 | 1,697 | 1,036 |
Additional paid-in-capital | 31,872,763 | 16,719,749 |
Accumulated deficit | (21,331,483) | (17,698,936) |
Accumulated other comprehensive loss | (172,378) | (171,586) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 10,370,599 | (1,149,736) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 11,657,105 | 879,247 |
Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock | ||
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock | $ 1 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 872,766 | 872,766 |
Preferred stock, shares outstanding | 872,766 | 872,766 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 16,955,817 | 10,360,480 |
Common stock, shares outstanding | 16,955,817 | 10,360,480 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 18,000,000 | 18,000,000 |
Preferred stock, shares issued | 0 | 872,766 |
Preferred stock, shares outstanding | 0 | 872,766 |
Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
OPERATING AND ADMINISTRATIVE EXPENSES | ||||
Research and development | $ 257,279 | $ 539,770 | $ 990,222 | $ 657,737 |
General and administrative | 506,892 | 552,246 | 2,288,972 | 1,356,990 |
TOTAL OPERATING AND ADMINISTRATIVE EXPENSES | 764,171 | 1,092,016 | 3,279,194 | 2,014,727 |
LOSS FROM OPERATIONS | (764,171) | (1,092,016) | (3,279,194) | (2,014,727) |
OTHER (EXPENSE) INCOME | ||||
Interest income | 336 | 17 | 568 | 494 |
Interest expense | (114,464) | (58,827) | (437,591) | (152,757) |
Change in fair value of derivative liability | 104,718 | 83,670 | 141,907 | |
TOTAL OTHER INCOME (EXPENSES) | (114,128) | 45,908 | (353,353) | (10,356) |
LOSS BEFORE TAX | (878,299) | (1,046,108) | (3,632,547) | (2,025,083) |
INCOME TAX EXPENSE | ||||
NET LOSS | (878,299) | (1,046,108) | (3,632,547) | (2,025,083) |
Other Comprehensive Loss - net of tax | ||||
Net unrealized loss on marketable securities | (974) | (974) | ||
Foreign exchange translation income (loss) | (791) | 736 | 182 | (599) |
TOTAL COMPREHENSIVE LOSS | $ (880,064) | $ (1,045,372) | $ (3,633,339) | $ (2,025,682) |
Net loss per common share - Basic and Diluted | $ (0.05) | $ (0.10) | $ (0.26) | $ (0.20) |
Weighted average common shares - Basic and Diluted | 16,521,882 | 10,275,758 | 13,939,400 | 10,274,005 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Series B Convertible Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
BALANCE at Dec. 31, 2019 | $ 1 | $ 1,026 | $ 14,687,172 | $ (15,150,201) | $ (172,364) | $ (634,366) |
Beginning balance, shares at Dec. 31, 2019 | 872,766 | 10,261,419 | ||||
Foreign currency translation gain (loss) | (2,419) | (2,419) | ||||
Stock compensation - stock options | 360,436 | 360,436 | ||||
Debt discount from beneficial conversion feature | 89,204 | 89,204 | ||||
Issuance of options for settlement of accrued payroll | 93,950 | 93,950 | ||||
Modification of warrants | 5,861 | 5,861 | ||||
Net loss | (498,589) | (498,589) | ||||
BALANCE at Mar. 31, 2020 | $ 1 | $ 1,026 | 15,236,623 | (15,648,790) | (174,783) | (585,923) |
Ending balance, shares at Mar. 31, 2020 | 872,766 | 10,261,419 | ||||
BALANCE at Dec. 31, 2019 | $ 1 | $ 1,026 | 14,687,172 | (15,150,201) | (172,364) | (634,366) |
Beginning balance, shares at Dec. 31, 2019 | 872,766 | 10,261,419 | ||||
Modification of warrants | 5,861 | |||||
Net loss | (2,025,083) | |||||
BALANCE at Sep. 30, 2020 | $ 1 | $ 1,036 | 16,326,490 | (17,175,284) | (172,963) | (1,020,720) |
Ending balance, shares at Sep. 30, 2020 | 872,766 | 10,360,480 | ||||
BALANCE at Mar. 31, 2020 | $ 1 | $ 1,026 | 15,236,623 | (15,648,790) | (174,783) | (585,923) |
Beginning balance, shares at Mar. 31, 2020 | 872,766 | 10,261,419 | ||||
Foreign currency translation gain (loss) | 1,084 | 1,084 | ||||
Stock compensation - stock options | 304,148 | 304,148 | ||||
Stock compensation – warrants | 86,968 | 86,968 | ||||
Debt discount from beneficial conversion feature | 15,000 | 15,000 | ||||
Net loss | (480,386) | (480,386) | ||||
BALANCE at Jun. 30, 2020 | $ 1 | $ 1,026 | 15,642,739 | (16,129,176) | (173,699) | (659,109) |
Ending balance, shares at Jun. 30, 2020 | 872,766 | 10,261,419 | ||||
Foreign currency translation gain (loss) | 736 | 736 | ||||
Stock compensation - stock options | 458,567 | 458,567 | ||||
Stock issued for services | $ 10 | 119,990 | 120,000 | |||
Stock issued for services, shares | 99,061 | |||||
Debt discount from warrants issued to placement agents- offering cost | 105,194 | 105,194 | ||||
Net loss | (1,046,108) | (1,046,108) | ||||
BALANCE at Sep. 30, 2020 | $ 1 | $ 1,036 | 16,326,490 | (17,175,284) | (172,963) | (1,020,720) |
Ending balance, shares at Sep. 30, 2020 | 872,766 | 10,360,480 | ||||
BALANCE at Dec. 31, 2020 | $ 1 | $ 1,036 | 16,719,749 | (17,698,936) | (171,586) | (1,149,736) |
Beginning balance, shares at Dec. 31, 2020 | 872,766 | 10,360,480 | ||||
Foreign currency translation gain (loss) | 491 | 491 | ||||
Stock compensation - stock options | 345,975 | 345,975 | ||||
Exercise of options | $ 1 | (1) | ||||
Exercise of options, shares | 10,000 | |||||
Exercise of warrants | $ 24 | 27,101 | 27,125 | |||
Exercise of warrants, shares | 240,123 | |||||
Net loss | (1,206,452) | (1,206,452) | ||||
BALANCE at Mar. 31, 2021 | $ 1 | $ 1,061 | 17,092,824 | (18,905,388) | (171,095) | (1,982,597) |
Ending balance, shares at Mar. 31, 2021 | 872,766 | 10,610,603 | ||||
BALANCE at Dec. 31, 2020 | $ 1 | $ 1,036 | 16,719,749 | (17,698,936) | (171,586) | (1,149,736) |
Beginning balance, shares at Dec. 31, 2020 | 872,766 | 10,360,480 | ||||
Modification of warrants | ||||||
Exercise of options, shares | 370,000 | |||||
Net loss | $ (3,632,547) | |||||
BALANCE at Sep. 30, 2021 | $ 1,697 | 31,872,763 | (21,331,483) | (172,378) | 10,370,599 | |
Ending balance, shares at Sep. 30, 2021 | 16,955,817 | |||||
BALANCE at Mar. 31, 2021 | $ 1 | $ 1,061 | 17,092,824 | (18,905,388) | (171,095) | (1,982,597) |
Beginning balance, shares at Mar. 31, 2021 | 872,766 | 10,610,603 | ||||
Foreign currency translation gain (loss) | 482 | 482 | ||||
Issuance of shares and warrants from offering, net of offering costs | $ 318 | 11,707,721 | 11,708,039 | |||
Issuance of shares and warrants from offering, net of offering costs, shares | 3,180,000 | |||||
Stock compensation - stock options | 722,966 | 722,966 | ||||
Exercise of options | $ 36 | 542,464 | $ 542,500 | |||
Exercise of options, shares | 360,000 | 360,000 | ||||
Exercise of warrants | $ 84 | 299,916 | $ 300,000 | |||
Exercise of warrants, shares | 836,558 | |||||
Conversion of preferred stock | $ 44 | (44) | ||||
Conversion of preferred stock,Shares | (436,749) | 436,749 | ||||
Conversion of notes and interest | $ 84 | 1,054,460 | 1,054,544 | |||
Conversion of notes and interest, shares | 839,724 | |||||
Net loss | (1,547,796) | (1,547,796) | ||||
BALANCE at Jun. 30, 2021 | $ 1 | $ 1,627 | 31,420,307 | (20,453,184) | (170,613) | 10,798,138 |
Ending balance, shares at Jun. 30, 2021 | 436,017 | 16,263,634 | ||||
Foreign currency translation gain (loss) | (791) | (791) | ||||
Unrealized loss on marketable securities | (974) | (974) | ||||
Stock compensation - stock options | 231,649 | 231,649 | ||||
Conversion of preferred stock | $ (1) | $ 44 | (43) | |||
Conversion of preferred stock,Shares | (436,017) | 436,017 | ||||
Conversion of notes and interest | $ 18 | 220,858 | 220,876 | |||
Conversion of notes and interest, shares | 176,666 | |||||
Shares issued to underwriter as stock issuance costs | $ 8 | (8) | ||||
Shares issued to underwriter as stock issuance costs, shares | 79,500 | |||||
Net loss | (878,299) | (878,299) | ||||
BALANCE at Sep. 30, 2021 | $ 1,697 | $ 31,872,763 | $ (21,331,483) | $ (172,378) | $ 10,370,599 | |
Ending balance, shares at Sep. 30, 2021 | 16,955,817 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (3,632,547) | $ (2,025,083) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 249 | |
Stock based compensation | 1,300,590 | 1,243,151 |
Change in fair value of the derivative liability | (83,670) | (141,907) |
Amortization of debt discount | 378,293 | 104,169 |
Modification of warrants | 5,861 | |
Changes in operating assets and liabilities | ||
Prepaid expenses | (594,260) | 29,949 |
Accounts payable and accrued expenses | 238,069 | (244,300) |
NET CASH USED IN OPERATING ACTIVITIES | (2,393,525) | (1,027,911) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of marketable securities | (10,395,547) | |
NET CASH USED IN INVESTING ACTIVITIES | (10,395,547) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Exercise of warrants for cash | 327,125 | |
Exercise of options for cash | 542,500 | |
Issuance of shares and warrants from offering, net of offering costs | 11,708,039 | |
Proceeds from notes payable | 100,000 | |
Repayment of notes payable | (100,000) | |
Debt discount from issuance costs paid on PIK convertible notes | (104,090) | |
Proceeds from PIK convertible notes | 1,177,500 | |
Proceeds from PIK convertible notes - related party | 150,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 12,577,664 | 1,223,410 |
Effect of exchange rate on cash | 432 | (5,548) |
NET INCREASE (DECREASE) IN CASH | (210,976) | 189,951 |
CASH, BEGINNING OF THE PERIOD | 671,091 | 798,623 |
CASH, END OF THE PERIOD | 460,115 | 988,574 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest expense | ||
Cash paid for income taxes | ||
NONCASH FINANCING AND INVESTING TRANSACTIONS | ||
Shares issued for conversion of notes and interest | 1,275,420 | |
Debt discount from beneficial conversion feature | 104,204 | |
Debt discount from warrants issued to placement agents | 192,162 | |
Issuance of options for settlement of accrued payroll | 93,950 | |
Unrealized loss on marketable securities | $ 974 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Protagenic Therapeutics, Inc. (“we,” “our,” “Protagenic” or “the Company”), is a Delaware corporation with one subsidiary named Protagenic Therapeutics Canada (2006) Inc. (“PTI Canada”), a corporation formed in 2006 under the laws of the Province of Ontario, Canada. The Company was previously known as Atrinsic, Inc., a company that was once a reporting company under the Securities Exchange Act of 1934, but that, in 2012 and 2013, reorganized under Chapter 11 of the United States Bankruptcy Code and emerged from bankruptcy. On February 12, 2016, the Company acquired Protagenic Therapeutics, Inc. (“Prior Protagenic”) through a reverse merger. On February 12, 2016, Protagenic Acquisition Corp., a wholly-owned subsidiary of the Company, merged (the “Merger”) with and into Prior Protagenic. Prior Protagenic was the surviving corporation of the Merger. As a result of the Merger, the Company acquired the business of Prior Protagenic and has continued the existing business operations of Prior Protagenic as a wholly-owned subsidiary. On June 17, 2016, Prior Protagenic merged with and into the Company with the Company as the surviving corporation in the merger. Immediately thereafter, the Company changed its name from Atrinsic, Inc. to Protagenic Therapeutics, Inc. |
LIQUIDITY
LIQUIDITY | 9 Months Ended |
Sep. 30, 2021 | |
Liquidity | |
LIQUIDITY | NOTE 2 - LIQUIDITY As shown in the accompanying consolidated financial statements, the Company has incurred significant recurring losses resulting in an accumulated deficit. The Company anticipates further losses in the development of its business. The Company also had negative cash flows used in operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Based on its cash resources as of September 30, 2021, the Company has sufficient resources to fund its operations at least until the end of the third quarter of 2023. Absent generation of sufficient revenue from the execution of the Company’s business plan and sales revenue is not anticipated before 2024, the Company will need to obtain debt or equity financing by the third quarter of 2023. Because of these factors, the Company believes that this alleviates the substantial doubt in connection with the Company’s ability to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC” for interim financial information. In the opinion of the Company’s management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended September 30, 2021 and 2020. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2020, which contain the audited financial statements and notes thereto, for the years ended December 31, 2020 and 2019 included within the Company’s Form 10-K filed with the SEC on March 25, 2021. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. Principles of consolidation The condensed consolidated financial statements include the accounts of Protagenic Therapeutics, Inc., and its wholly owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in the condensed consolidated financial statements. Reclassifications Reclassifications of prior periods have been made to conform with current year presentation Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the condensed consolidated financial statements include income tax provisions, valuation of stock options and warrants and assessment of deferred tax asset valuation allowance. Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. As of September 30, 2021, the Company has bank balances that exceeds the federally insured limits. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021 and December 31, 2020, the Company did not have any cash equivalents. Marketable Securities The Company accounts for marketable debt securities, the only type of securities it owns, in accordance with the FASB Accounting Standards Codification 320, Investments – Debt and Equity Securities (“ASC 320”). Pursuant to ASC 320-10-35-1, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the condensed consolidated balance sheets at each balance sheet date. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized. During the nine months ended September 30, 2021 the Company purchased $ 10,395,547 and sold $ 0 in marketable securities with a realized gain of $ 0 and an unrealized loss of $ 974 . As of September 30, 2021 and December 31, 2020, the Company owned marketable securities with a total value of $ 10,394,573 and $ 0 , respectively. Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosure,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are described below: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company; Level 2 Inputs – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; Level 3 Inputs – Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair value because of the short term maturity of those instruments. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of September 30, 2021. SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ 10,394,573 $ 10,394,573 $ — $ — $ 10,394,573 Derivative warrants liabilities $ — $ — $ — $ — $ — The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2020. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ — $ — $ — $ — $ — Derivative warrants liabilities $ 83,670 $ — $ — $ 83,670 $ 83,670 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2021 and the year ended December 31, 2020: SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 83,670 Change in fair value of derivative warrants liabilities (83,670 ) Balance, September 30, 2021 $ - The fair value of the derivative feature of the 127,346 295,945 SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES December 31, 2020 Exercise price 1.25 Risk free interest rate 0.09 % Dividend yield 0.00 % Expected volatility 169 % Contractual term 0.14 Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar expected term on the date of measurement. Dividend yield: The Company uses a 0 Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term. Expected term: The Company’s expected term is based on the remaining contractual maturity of the warrants. During the nine months ended September 30, 2021 and 2020, the Company marked the derivative feature of the warrants to fair value and recorded a gain of $ 83,670 141,907 February 21, 2021 Derivative Liability The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the condensed consolidated statements of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. Stock-Based Compensation The Company accounts for stock based compensation costs under the provisions of ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of stock based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock based payments granted to employees, officers, non-employees, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC. 718 is also applied to awards modified, repurchased, or canceled during the periods reported. If any award granted under the Company’s 2016 Equity Compensation Plan (the “2016 Plan”) payable in shares of common stock is forfeited, cancelled, or returned for failure to satisfy vesting requirements, otherwise terminates without payment being made, or if shares of common stock are withheld to cover withholding taxes on options or other awards, the number of shares of common stock as to which such option or award was forfeited, or which were withheld, will be available for future grants under the 2016 Plan. The Company recognizes the impact of forfeitures when they occur. Basic and Diluted Net (Loss) per Common Share Basic (loss) per common share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The effect of dilution on net loss becomes anti-dilutive and therefore is not reflected on the condensed consolidated statements of operations. SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Potentially Outstanding For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares - 872,766 Stock Options 5,530,861 4,391,472 Warrants 6,132,630 4,007,058 Convertible Notes 646,000 1,598,000 Total potentially outstanding dilutive common shares 12,309,491 10,869,296 Research and Development Research and development expenses are charged to operations as incurred. Foreign Currency Translation The Company follows ASC 830, Foreign Currency Matters The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the condensed consolidated statements of operations and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the condensed consolidated statements of operations and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the condensed consolidated statements of operations and comprehensive loss. Based on an assessment of the factors discussed above, the management of the Company determined its subsidiary’s local currency (i.e. the Canadian dollar) to be the functional currency for its foreign subsidiary. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, 2021 December 31, 2020 Accounting $ 62,911 $ 36,161 Research and development 383,368 393,496 Legal 4,500 - Other 273,638 141,860 Total $ 724,417 $ 571,517 On October 1, 2019, the Company entered into an agreement with a consultant for toxicology studies. The consultant quoted a commitment of approximately $ 988,000 174,106 174,106 319,799 319,799 |
NOTE PAYABLE AND CONVERTIBLE NO
NOTE PAYABLE AND CONVERTIBLE NOTE PAYABLE (PIK NOTES) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE AND CONVERTIBLE NOTE PAYABLE (PIK NOTES) | NOTE 5 – NOTE PAYABLE AND CONVERTIBLE NOTE PAYABLE (PIK NOTES) Note Payable On March 1, 2021, the Company entered into a $ 100,000 promissory note. This note was due on February 28, 2026 and accrued interest at a rate of 5 % per annum or 7.5 % per annum in the case of default. Since the Company completed a financing of no less than $ 7.5 million, the note holder was issued warrants valued at $ 25,000 with an exercise price equal to 110 % of the offering cost of the common stock in the financing. These warrants have a term of five years. During the nine months ended September 30, 2021, the Company paid off the balance of this note’s principal and accrued interest. As of September 30, 2021 and December 31, 2020, the Company owes $ 0 0 Convertible Notes Payable During the nine months ended September 30, 2021 and 2020, the Company amortized $ 99,659 63,342 166,065 516,116 During the nine months ended September 30, 2021, a total of 839,724 990,000 64,544 186,785 As of September 30, 2021 and December 31, 2020, the Company owes $ 607,500 1,597,500 SCHEDULE OF MATURITY DATE OF NOTES Maturity Date of Notes for Twelve Months Ending September 30, 2021, Amount due 2022 $ - 2023 - 2024 607,500 2025 - 2026 - Total $ 607,500 Convertible Notes Payable – Related Parties During the nine months ended September 30, 2021 and 2020, the Company amortized $ 28,242 and $ 28,344 of the debt discount, respectively. At September 30, 2021 and December 31, 2020, the Company had an unamortized debt discount of $ 79,346 and $ 107,588 , respectively. During the nine months ended September 30, 2021, a total of 176,666 shares of the Company’s common stock was issued for the conversion of notes and interest. A total of $ 200,000 in principal and $ 20,876 in accrued interest was converted. As part of this conversion, the Company also expensed $ 63,607 in unamortized debt discount related to these converted notes. As of September 30, 2021 and December 31, 2020, the Company owes $ 200,000 400,000 SCHEDULE OF MATURITY DATE OF NOTES Maturity Date of Notes for Twelve Months Ending September 30, 2021, Amount due 2022 $ - 2023 - 2024 200,000 2025 - 2026 - Total $ 200,000 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 6 - STOCKHOLDERS’ DEFICIT Common Stock On April, 29, 2021, the Company completed a public offering (“the Offering”) to sell an aggregate of 3,180,000 shares of the Company’s common stock together with warrants to purchase an aggregate of 3,180,000 shares of common stock. The Company also granted the underwriters warrants to purchase an aggregate of 477,000 shares of Common Stock at the same price. Net proceeds from the Offering were approximately $ 11.7 million (excluding any sale of the Option Shares), after deducting underwriting discounts and commissions and public offering expenses payable by the Company. In connection with the Offering, the Company issued 79,500 During the nine months ended September 30, 2021, a total of 872,766 872,766 Stock-Based Compensation In connection with the consummation of the Merger completed on February 12, 2016, we adopted Prior Protagenic’s 2006 Employee, Director and Consultant Stock Plan (the “2006 Plan”). On June 17, 2016, our stockholders adopted the 2016 Plan and, as a result, we terminated the 2006 Plan. We will not grant any further awards under the 2006 Plan. All outstanding grants under the 2006 Plan will continue in effect in accordance with the terms of the particular grant and the 2006 Plan. Pursuant to the 2016 Plan, the Company’s Compensation Committee may grant awards to any employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary. On each of January 1, 2017, January 1, 2019 and January 1, 2020, pursuant to an annual “evergreen” provision contained in the 2016 Plan, the number of shares reserved for future grants was increased by 564,378 1,693,134 4,868,623 4,868,623 There were 5,530,861 SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Exercise price $ 1.96 5.60 Expected dividend yield 0 % Risk free interest rate 0.81 1.58 % Expected life in years 5 10 Expected volatility 147 158 % There were 5,597,861 Exercise price $ 1.75 Expected dividend yield 0 % Risk free interest rate 0.64 1.61 % Expected life in years 10 Expected volatility 140 146 % The following is an analysis of the stock option grant activity under the Plan: SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY Weighted Average Weighted Average Number Exercise Price Remaining Life Stock Options Outstanding December 31, 2020 5,597,861 $ 1.47 6.48 Granted 583,000 $ 4.77 9.38 Expired (280,000 ) $ 1.00 - Exercised (370,000 ) $ 1.48 - Outstanding September 30, 2021 5,530,861 $ 1.84 6.56 A summary of the status of the Company’s nonvested options as of September 30, 2021, and changes during the nine months ended September 30, 2021, is presented below: SCHEDULE OF SHARE-BASED COMPENSATION NONVESTED SHARES Nonvested Options Options Weighted- Average Nonvested at December 31, 2020 862,833 $ 1.75 Granted 583,000 $ 4.77 Vested (540,104 ) $ 3.15 Forfeited - $ - Nonvested at September 30, 2021 905,729 $ 3.03 As of September 30, 2021, the Company had 5,530,861 1.84 1,837,818 The total number of options granted during the nine months ended September 30, 2021 and 2020 was 583,000 and 1,762,495 , respectively. The exercise price for these options ranges from $1.96 to $5.60 per share. The Company recognized compensation expense related to options issued of $ 231,649 458,567 230,173 458,091 1,476 1,476 53,966 177,683 The Company recognized compensation expense related to options issued of $ 1,300,590 and $ 1,123,151 during the nine months ended September 30, 2021 and 2020, respectively, in which $ 1,296,162 and $ 1,052,294 is included in general and administrative expenses and $ 4,428 and $ 70,857 in research and development expenses, respectively. For the nine months ended September 30, 2021, $ 718,366 of the stock compensation was related to employees and $ 582,224 was related to non-employees. As of September 30, 2021, the unamortized stock option expense was $ 2,385,046 289,828 2,095,218 On February 25, 2021, the Company issued a total of 366,000 350,000 2,009,063 5.60 10 5 16,000 On May 26, 2021, the Company issued a total of 180,000 474,231 3.65 10 On July 26, 2021, the Company issued a total of 32,000 65,626 2.09 10 On August 10, 2021, the Company issued a total of 5,000 9,615 1.96 10 During the three months ended March 31, 2021, 10,000 10,000 1.00 During the three months ended June 30, 2021, the Company issued 360,000 360,000 532,500 Warrants: A summary of warrant issuances are as follows: SUMMARY OF WARRANT ISSUANCES Weighted Average Weighted Average Number Exercise Price Remaining Life Warrants Outstanding December 31, 2020 4,007,058 $ 1.06 1.86 Granted 3,657,000 4.98 4.83 Expired (150,249 ) 1.25 - Exercised (1,381,179 ) 1.13 - Outstanding September 30, 2021 6,132,630 $ 3.38 3.40 As of September 30, 2021, the Company had 6,132,630 3.38 2,129,482 During the three months ended March 31, 2021, 373,042 240,123 27,125 During the three months ended June 30, 2021, the Company issued 836,558 1,008,137 231,277 300,000 |
COLLABORATIVE AGREEMENTS
COLLABORATIVE AGREEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
COLLABORATIVE AGREEMENTS | NOTE 7 - COLLABORATIVE AGREEMENTS The Company and the University of Toronto (the “University”) entered into an agreement effective April 1, 2014 (the “New Research Agreement”) for the performance of a research project titled “Teneurin C-terminal Associated Peptide (“TCAP”) mediated stress attenuation in vertebrates: Establishing the role of organismal and intracellular energy and glucose regulation and metabolism” (the “New Project”). The New Project is to perform research related to work done by Dr. David A. Lovejoy, a professor at the University and stockholder of the Company, in regard to TCAP mediated stress attenuation in vertebrates: Establishing the role of organismal and intracellular energy and glucose regulation and metabolism. In addition to the New Research Agreement, Dr. Lovejoy entered into an agreement with the University in order to commercialize certain technologies. The New Research Agreement expired on March 30, 2016. In February 2017, the New Research Agreement was extended to December 31, 2017. The extension allowed for further development of the technologies and use of their applications. On April 10, 2018, the agreement was amended and the research agreement has been further extended to December 31, 2023. Prior to January 1, 2016, the University has been granted 25,000 1.00 ten 553,299 439,862 100,000 These have an exercise price of $1.00, $1.25 or 1.75 and are exercisable over ten or thirteen year periods which end either on March 30, 2021, December 1, 2022, April 15, 2026, March 1, 2027, October 16, 2027 or on February 13, 2030. The sponsorship research and development expenses pertaining to the Research Agreements were $ 0 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Licensing Agreements On July 31, 2005, the Company had entered into a Technology License Agreement (“License Agreement”) with the University pursuant to which the University agreed to license to the Company patent rights and other intellectual property, among other things (the “Technologies”). The Technology License Agreement was amended on February 18, 2015 and currently does not provide for an expiration date. Pursuant to the License Agreement and its amendment, the Company obtained an exclusive worldwide license to make, have made, use, sell and import products based upon the Technologies, or to sublicense the Technologies in accordance with the terms of the License Agreement and amendment. In consideration, the Company agreed to pay to the University a royalty payment of 2.5 10 2.5 no In the event the Company fails to provide the University with semi-annual reports on the progress or fails to continue to make reasonable commercial efforts towards obtaining regulatory approval for products based on the Technologies, the University may convert our exclusive license into a non-exclusive arrangement. Interest on any amounts owed under the License Agreement and amendment will be at 3 The patent applications were made in the name of Dr. Lovejoy and other inventors, but the Company’s exclusive, worldwide rights to such patent applications are included in the License Agreement and its amendment with the University. The Company maintains exclusive licensing agreements and it currently controls the five intellectual patent properties. Legal Proceedings From time to time we may be named in claims arising in the ordinary course of business. Currently, no legal proceedings, government actions, administrative actions, investigations or claims are pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business and financial condition. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS The Company is provided free office space consisting of a conference room by the Company Executive Chairman, Dr. Armen. The Company does not pay any rent for the use of this space. This space is used for quarterly board meetings and our annual shareholder meeting. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC” for interim financial information. In the opinion of the Company’s management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods ended September 30, 2021 and 2020. Although management believes that the disclosures in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2020, which contain the audited financial statements and notes thereto, for the years ended December 31, 2020 and 2019 included within the Company’s Form 10-K filed with the SEC on March 25, 2021. The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. |
Principles of consolidation | Principles of consolidation The condensed consolidated financial statements include the accounts of Protagenic Therapeutics, Inc., and its wholly owned Canadian subsidiary, PTI Canada. All significant intercompany balances and transactions have been eliminated in the condensed consolidated financial statements. |
Reclassifications | Reclassifications Reclassifications of prior periods have been made to conform with current year presentation |
Use of estimates | Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the condensed consolidated financial statements include income tax provisions, valuation of stock options and warrants and assessment of deferred tax asset valuation allowance. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. As of September 30, 2021, the Company has bank balances that exceeds the federally insured limits. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021 and December 31, 2020, the Company did not have any cash equivalents. |
Marketable Securities | Marketable Securities The Company accounts for marketable debt securities, the only type of securities it owns, in accordance with the FASB Accounting Standards Codification 320, Investments – Debt and Equity Securities (“ASC 320”). Pursuant to ASC 320-10-35-1, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the condensed consolidated balance sheets at each balance sheet date. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized. During the nine months ended September 30, 2021 the Company purchased $ 10,395,547 and sold $ 0 in marketable securities with a realized gain of $ 0 and an unrealized loss of $ 974 . As of September 30, 2021 and December 31, 2020, the Company owned marketable securities with a total value of $ 10,394,573 and $ 0 , respectively. |
Fair Value Measurements | Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosure,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are described below: Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company; Level 2 Inputs – Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; Level 3 Inputs – Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair value because of the short term maturity of those instruments. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of September 30, 2021. SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ 10,394,573 $ 10,394,573 $ — $ — $ 10,394,573 Derivative warrants liabilities $ — $ — $ — $ — $ — The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2020. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ — $ — $ — $ — $ — Derivative warrants liabilities $ 83,670 $ — $ — $ 83,670 $ 83,670 The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2021 and the year ended December 31, 2020: SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 83,670 Change in fair value of derivative warrants liabilities (83,670 ) Balance, September 30, 2021 $ - The fair value of the derivative feature of the 127,346 295,945 SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES December 31, 2020 Exercise price 1.25 Risk free interest rate 0.09 % Dividend yield 0.00 % Expected volatility 169 % Contractual term 0.14 Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note with a similar expected term on the date of measurement. Dividend yield: The Company uses a 0 Volatility: The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the warrants’ expected term. Expected term: The Company’s expected term is based on the remaining contractual maturity of the warrants. During the nine months ended September 30, 2021 and 2020, the Company marked the derivative feature of the warrants to fair value and recorded a gain of $ 83,670 141,907 February 21, 2021 |
Derivative Liability | Derivative Liability The Company evaluates its options, warrants or other contracts, if any, to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4 and 815-40-25. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the condensed consolidated statements of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock based compensation costs under the provisions of ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of stock based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock based payments granted to employees, officers, non-employees, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC. 718 is also applied to awards modified, repurchased, or canceled during the periods reported. If any award granted under the Company’s 2016 Equity Compensation Plan (the “2016 Plan”) payable in shares of common stock is forfeited, cancelled, or returned for failure to satisfy vesting requirements, otherwise terminates without payment being made, or if shares of common stock are withheld to cover withholding taxes on options or other awards, the number of shares of common stock as to which such option or award was forfeited, or which were withheld, will be available for future grants under the 2016 Plan. The Company recognizes the impact of forfeitures when they occur. |
Basic and Diluted Net (Loss) per Common Share | Basic and Diluted Net (Loss) per Common Share Basic (loss) per common share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding for each period. Diluted (loss) per share is computed by dividing the net (loss) by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The effect of dilution on net loss becomes anti-dilutive and therefore is not reflected on the condensed consolidated statements of operations. SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Potentially Outstanding For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares - 872,766 Stock Options 5,530,861 4,391,472 Warrants 6,132,630 4,007,058 Convertible Notes 646,000 1,598,000 Total potentially outstanding dilutive common shares 12,309,491 10,869,296 |
Research and Development | Research and Development Research and development expenses are charged to operations as incurred. |
Foreign Currency Translation | Foreign Currency Translation The Company follows ASC 830, Foreign Currency Matters The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the condensed consolidated statements of operations and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the condensed consolidated statements of operations and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the condensed consolidated statements of operations and comprehensive loss. Based on an assessment of the factors discussed above, the management of the Company determined its subsidiary’s local currency (i.e. the Canadian dollar) to be the functional currency for its foreign subsidiary. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS | SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ 10,394,573 $ 10,394,573 $ — $ — $ 10,394,573 Derivative warrants liabilities $ — $ — $ — $ — $ — The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2020. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ — $ — $ — $ — $ — Derivative warrants liabilities $ 83,670 $ — $ — $ 83,670 $ 83,670 |
SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION | SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION Fair Value Measurement Using Level 3 Inputs Total Balance, December 31, 2020 $ 83,670 Change in fair value of derivative warrants liabilities (83,670 ) Balance, September 30, 2021 $ - |
SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES | SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES December 31, 2020 Exercise price 1.25 Risk free interest rate 0.09 % Dividend yield 0.00 % Expected volatility 169 % Contractual term 0.14 |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Potentially Outstanding For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares - 872,766 Stock Options 5,530,861 4,391,472 Warrants 6,132,630 4,007,058 Convertible Notes 646,000 1,598,000 Total potentially outstanding dilutive common shares 12,309,491 10,869,296 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consist of the following at: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, 2021 December 31, 2020 Accounting $ 62,911 $ 36,161 Research and development 383,368 393,496 Legal 4,500 - Other 273,638 141,860 Total $ 724,417 $ 571,517 |
NOTE PAYABLE AND CONVERTIBLE _2
NOTE PAYABLE AND CONVERTIBLE NOTE PAYABLE (PIK NOTES) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Notes Payable [Member] | |
Short-term Debt [Line Items] | |
SCHEDULE OF MATURITY DATE OF NOTES | As of September 30, 2021 and December 31, 2020, the Company owes $ 607,500 1,597,500 SCHEDULE OF MATURITY DATE OF NOTES Maturity Date of Notes for Twelve Months Ending September 30, 2021, Amount due 2022 $ - 2023 - 2024 607,500 2025 - 2026 - Total $ 607,500 |
Convertible Notes Payable Related Party [Member] | |
Short-term Debt [Line Items] | |
SCHEDULE OF MATURITY DATE OF NOTES | SCHEDULE OF MATURITY DATE OF NOTES Maturity Date of Notes for Twelve Months Ending September 30, 2021, Amount due 2022 $ - 2023 - 2024 200,000 2025 - 2026 - Total $ 200,000 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS | SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Exercise price $ 1.96 5.60 Expected dividend yield 0 % Risk free interest rate 0.81 1.58 % Expected life in years 5 10 Expected volatility 147 158 % There were 5,597,861 Exercise price $ 1.75 Expected dividend yield 0 % Risk free interest rate 0.64 1.61 % Expected life in years 10 Expected volatility 140 146 % |
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY | The following is an analysis of the stock option grant activity under the Plan: SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY Weighted Average Weighted Average Number Exercise Price Remaining Life Stock Options Outstanding December 31, 2020 5,597,861 $ 1.47 6.48 Granted 583,000 $ 4.77 9.38 Expired (280,000 ) $ 1.00 - Exercised (370,000 ) $ 1.48 - Outstanding September 30, 2021 5,530,861 $ 1.84 6.56 |
SCHEDULE OF SHARE-BASED COMPENSATION NONVESTED SHARES | SCHEDULE OF SHARE-BASED COMPENSATION NONVESTED SHARES Nonvested Options Options Weighted- Average Nonvested at December 31, 2020 862,833 $ 1.75 Granted 583,000 $ 4.77 Vested (540,104 ) $ 3.15 Forfeited - $ - Nonvested at September 30, 2021 905,729 $ 3.03 |
SUMMARY OF WARRANT ISSUANCES | A summary of warrant issuances are as follows: SUMMARY OF WARRANT ISSUANCES Weighted Average Weighted Average Number Exercise Price Remaining Life Warrants Outstanding December 31, 2020 4,007,058 $ 1.06 1.86 Granted 3,657,000 4.98 4.83 Expired (150,249 ) 1.25 - Exercised (1,381,179 ) 1.13 - Outstanding September 30, 2021 6,132,630 $ 3.38 3.40 |
SCHEDULE OF FAIR VALUE, ASSETS
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities, Current | $ 10,394,573 | |
Derivative Liability, Current | 83,670 | |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, Fair Value Disclosure | 10,394,573 | |
Derivative Liability | 83,670 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, Fair Value Disclosure | 10,394,573 | |
Derivative Liability | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, Fair Value Disclosure | ||
Derivative Liability | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, Fair Value Disclosure | ||
Derivative Liability | $ 83,670 |
SCHEDULE OF FAIR VALUE, LIABILI
SCHEDULE OF FAIR VALUE, LIABILITIES MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Balance at end | $ 83,670 | |
Change in fair value of derivative warrants liabilities | $ (83,670) |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES (Details) | 12 Months Ended | |
Dec. 31, 2020$ / shares | Sep. 30, 2021 | |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share price | $ 1.25 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 0.09 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 0 | 0 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 169 | |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input, contractual term | 1 month 20 days |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially outstanding dilutive common shares | 12,309,491 | 10,869,296 |
Conversion Feature Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially outstanding dilutive common shares | 872,766 | |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially outstanding dilutive common shares | 5,530,861 | 4,391,472 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially outstanding dilutive common shares | 6,132,630 | 4,007,058 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially outstanding dilutive common shares | 646,000 | 1,598,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||||
Payments to Acquire Marketable Securities | $ 10,395,547 | ||||
Proceeds from Sale and Maturity of Marketable Securities | 0 | ||||
Marketable Securities, Realized Gain (Loss) | 0 | ||||
Marketable Securities, Unrealized Gain (Loss) | 974 | ||||
Marketable Securities | $ 10,394,573 | 10,394,573 | $ 0 | ||
Derivative, gain (loss) on derivative, net | $ 104,718 | $ 83,670 | $ 141,907 | ||
Warrant expiry date | Feb. 21, 2021 | Feb. 21, 2021 | |||
Measurement Input, Expected Dividend Rate [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Derivative liability measurement input | 0 | 0 | 0 | ||
Private Placement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Fair value of derivative feature | $ 127,346 | $ 127,346 | |||
Class of warrant or right, issued | shares | 295,945 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounting | $ 62,911 | $ 36,161 |
Research and development | 383,368 | 393,496 |
Legal | 4,500 | |
Other | 273,638 | 141,860 |
Total | $ 724,417 | $ 571,517 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | Oct. 01, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Oct. 02, 2019 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Estimate for study description | On October 1, 2019, the Company entered into an agreement with a consultant for toxicology studies. The consultant quoted a commitment of approximately $988,000 as an estimate for the study. 50% of the total price was paid upon the signing of the agreement, 35% of the total price is to be paid upon completion of the in-life study, and the remaining 15% of the total price is to be paid upon the issuance of the report. If the Company cancels the study the Company will be required to pay a cancelation fee. If the cancelation happens prior to the arrival of the test animals then the Company will need to pay between 20% and 50% of the animal fees depending on when the cancellation happens. If the cancellation occurs after the animals arrive but before the study begins then the Company will be responsible for paying 50% of the protocol price plus a fee of $7,000 per room/week for animal husbandry until the animals can be relocated or disposed of. If the Company cancels the study after it has begun then the Company will need to pay any fees for procured items for the study and any nonrecoverable expenses incurred by the consultant. | |||
Toxicology Studies [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Commitment cost paid | $ 174,106 | $ 174,106 | ||
Balance due amount | $ 319,799 | $ 319,799 | ||
Consultant [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Estimate commitment amount | $ 988,000 |
SCHEDULE OF MATURITY DATE OF NO
SCHEDULE OF MATURITY DATE OF NOTES (Details) | Sep. 30, 2021USD ($) |
Convertible Notes Payable [Member] | |
Short-term Debt [Line Items] | |
2022 | |
2023 | |
2024 | 607,500 |
2025 | |
2026 | |
Total | 607,500 |
Convertible Notes Payable Related Party [Member] | |
Short-term Debt [Line Items] | |
2022 | |
2023 | |
2024 | 200,000 |
2025 | |
2026 | |
Total | $ 200,000 |
NOTE PAYABLE AND CONVERTIBLE _3
NOTE PAYABLE AND CONVERTIBLE NOTE PAYABLE (PIK NOTES) (Details Narrative) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Mar. 01, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||||
Debt amortized debt discount | $ 378,293 | $ 104,169 | |||
Debt unamortized debt discount | $ 166,065 | $ 516,116 | |||
Debt Conversion, Converted Instrument, Shares Issued | 839,724 | ||||
Debt Conversion, Converted Instrument, Amount | $ 990,000 | ||||
Promissory Note [Member] | |||||
Short-term Debt [Line Items] | |||||
Notes Payable | $ 100,000 | ||||
Debt Instrument, Maturity Date | Feb. 28, 2026 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 110.00% | 5.00% | |||
Debt Conversion, Original Debt, Interest Rate of Debt | 7.50% | ||||
Derivative, Fair Value, Net | $ 25,000 | ||||
Promissory Note [Member] | Maximum [Member] | |||||
Short-term Debt [Line Items] | |||||
Notes Payable | $ 7,500,000 | ||||
Unsecured Convertible Notes [Member] | |||||
Short-term Debt [Line Items] | |||||
Convertible notes payable outstanding | $ 0 | 0 | |||
Debt amortized debt discount | 99,659 | 63,342 | |||
Debt unamortized debt discount | 186,785 | ||||
Interest Receivable | 64,544 | ||||
Unsecured Convertible Notes With Related Parties [Member] | |||||
Short-term Debt [Line Items] | |||||
Convertible notes payable outstanding | 200,000 | 400,000 | |||
Debt amortized debt discount | 28,242 | $ 28,344 | |||
Debt unamortized debt discount | 79,346 | $ 107,588 | |||
Unsecured Convertible Notes With Related Parties [Member] | Common Stock [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt unamortized debt discount | $ 63,607 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 176,666 | ||||
Debt Conversion, Converted Instrument, Amount | $ 200,000 | ||||
Interest Receivable | $ 20,876 |
SCHEDULE OF SHARE-BASED PAYMENT
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Exercise price | $ 1.75 | |
Expected dividend yield | 0.00% | 0.00% |
Expected life in years | 10 years | |
Minimum [Member] | ||
Exercise price | $ 1.96 | |
Risk free interest rate | 81.00% | 0.64% |
Expected life in years | 5 years | |
Expected volatility | 147.00% | 140.00% |
Maximum [Member] | ||
Exercise price | $ 5.60 | |
Risk free interest rate | 158.00% | 1.61% |
Expected life in years | 10 years | |
Expected volatility | 158.00% | 146.00% |
SCHEDULE OF SHARE-BASED COMPENS
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Equity [Abstract] | ||
Stock Options Outstanding, Beginning | 5,597,861 | |
Weighted Average Exercisable Price, Stock Options Outstanding, Beginning | $ 1.47 | |
Weighted Average Remaining Life, Stock Options Outstanding, Beginning | 6 years 5 months 23 days | |
Stock Options, Granted | 583,000 | |
Weighted Average Exercisable Price, Stock Options Outstanding, Granted | $ 4.77 | |
Weighted average remaining contractual term | 9 years 4 months 17 days | |
Stock Options, Expired | (280,000) | |
Weighted Average Exercisable Price, Stock Options Outstanding, Expired | $ 1 | |
Stock Option, Exercised | (360,000) | (370,000) |
Weighted Average Exercisable Price, Stock Options Outstanding, Exercised | $ 1.48 | |
Stock Options Outstanding, Ending | 5,530,861 | |
Weighted Average Exercisable Price, Stock Options Outstanding, Ending | $ 1.84 | |
Weighted average remaining life, stock options outstanding, ending | 6 years 6 months 21 days |
SCHEDULE OF SHARE-BASED COMPE_2
SCHEDULE OF SHARE-BASED COMPENSATION NONVESTED SHARES (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Nonvested Options, Ending Balance | shares | 862,833 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 1.75 |
Nonvested Options, Granted | shares | 583,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 4.77 |
Nonvested Options, Vested | shares | (540,104) |
Weighted Average Exercise Price, Vested | $ / shares | $ 3.15 |
Nonvested Options, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Nonvested Options, Ending Balance | shares | 905,729 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 3.03 |
SUMMARY OF WARRANT ISSUANCES (D
SUMMARY OF WARRANT ISSUANCES (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Number of Warrants Outstanding, Beginning | shares | 4,007,058 |
Number of Warrants Outstanding, Weighted Average Exercise Price, Beginning | $ / shares | $ 1.06 |
Number of Warrants Outstanding, Weighted Average Remaining Life | 1 year 10 months 9 days |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | shares | 3,657,000 |
Number of Warrants Outstanding, Weighted Average Exercise Price, Granted | $ / shares | $ 4.98 |
Number of warrants outstanding weighted average remaining life granted | 4 years 9 months 29 days |
Number of Warrants Outstanding, Expired | shares | (150,249) |
Number of Warrants Outstanding, Weighted Average Exercise Price, Expired | $ / shares | $ 1.25 |
Number of Warrants Outstanding, Exercised | shares | (1,381,179) |
Number of Warrants Outstanding, Weighted Average Exercise Price, Exercised | $ / shares | $ 1.13 |
Number of Warrants Outstanding, Ending | shares | 6,132,630 |
Number of Warrants Outstanding, Weighted Average Exercise Price, Ending | $ / shares | $ 3.38 |
Number of Warrants Outstanding, Weighted Average Remaining Life | 3 years 4 months 24 days |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Aug. 10, 2021 | Jul. 26, 2021 | May 26, 2021 | Apr. 29, 2021 | Feb. 25, 2021 | Feb. 25, 2020 | Jan. 02, 2017 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 11,700,000 | |||||||||||||||
Stock options outstanding | 5,530,861 | 5,530,861 | 5,597,861 | |||||||||||||
Stock options outstanding weighted average exercise price | $ 1.84 | $ 1.84 | $ 1.47 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 1,837,818 | $ 1,837,818 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 583,000 | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.77 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 5 months 23 days | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 540,104 | |||||||||||||||
Stock issued during the period exercised | 360,000 | 370,000 | ||||||||||||||
Commom stock issued | 16,955,817 | 360,000 | 360,000 | 16,955,817 | 10,360,480 | |||||||||||
Proceeds from Stock Options Exercised | $ 532,500 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 6,132,630 | 6,132,630 | 4,007,058 | |||||||||||||
Warrants outstanding | 836,558 | 240,123 | 836,558 | |||||||||||||
Proceeds from warrants exercised | $ 300,000 | |||||||||||||||
Options To Related Party [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Stock options outstanding | 10,000 | 10,000 | ||||||||||||||
Stock options outstanding weighted average exercise price | $ 1 | $ 1 | ||||||||||||||
Stock issued during the period exercised | 10,000 | |||||||||||||||
Warrants outstanding | 231,277 | 231,277 | ||||||||||||||
2016 Plan [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Number of additional shares grants for issuance | 564,378 | |||||||||||||||
Number of shares available for grant | 1,693,134 | 4,868,623 | 4,868,623 | 4,868,623 | ||||||||||||
Series B Prefered Stock [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Preferred Stock, Convertible, Shares Issuable | 872,766 | 872,766 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Preferred Stock, Convertible, Shares Issuable | 872,766 | 872,766 | ||||||||||||||
Employees [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share-based Payment Arrangement, Expense | $ 53,966 | |||||||||||||||
Unamortized stock option expense | 289,828 | $ 289,828 | ||||||||||||||
Non-Employees [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share-based Payment Arrangement, Expense | $ 177,683 | 582,224 | ||||||||||||||
Unamortized stock option expense | 2,095,218 | 2,095,218 | ||||||||||||||
Share-based Payment Arrangement, Option [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 583,000 | |||||||||||||||
Share-based Payment Arrangement, Expense | 231,649 | 458,567 | $ 1,762,495 | 718,366 | ||||||||||||
Share-based Payment Arrangement, Option [Member] | Settlement of Accrued Compensation [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,000 | 32,000 | 180,000 | |||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.96 | $ 2.09 | $ 3.65 | $ 5.60 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 9,615 | $ 65,626 | $ 474,231 | $ 2,009,063 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | 10 years | 10 years | |||||||||||||
Share-based Payment Arrangement, Option [Member] | Options Vested Over 48 Months [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 16,000 | |||||||||||||||
Share-based Payment Arrangement, Option [Member] | General and Administrative Expense [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share-based Payment Arrangement, Expense | 230,173 | 458,091 | 1,296,162 | $ 1,052,294 | ||||||||||||
Share-based Payment Arrangement, Option [Member] | Research and Development Expense [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share-based Payment Arrangement, Expense | 1,476 | $ 1,476 | 4,428 | $ 70,857 | ||||||||||||
Share-based Payment Arrangement, Option [Member] | Minimum [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.96 | |||||||||||||||
Share-based Payment Arrangement, Option [Member] | Minimum [Member] | Settlement of Accrued Compensation [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | |||||||||||||||
Share-based Payment Arrangement, Option [Member] | Maximum [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.60 | |||||||||||||||
Share-based Payment Arrangement, Option [Member] | Maximum [Member] | Settlement of Accrued Compensation [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | |||||||||||||||
Share-based Payment Arrangement, Option [Member] | 5 Individuals [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 366,000 | |||||||||||||||
Share-based Payment Arrangement, Option [Member] | Related Parties [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 350,000 | |||||||||||||||
Equity Option [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share-based Payment Arrangement, Expense | 1,300,590 | $ 1,123,151 | ||||||||||||||
Unamortized stock option expense | $ 2,385,046 | $ 2,385,046 | ||||||||||||||
Warrant [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Stock issued during the period exercised | 1,008,137 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 6,132,630 | 6,132,630 | ||||||||||||||
Class of warrant or right, outstanding, weighted average exercise price | $ 3.38 | $ 3.38 | ||||||||||||||
Class of warrant or right, outstanding, intrinsic value | $ 2,129,482 | $ 2,129,482 | ||||||||||||||
Warrants outstanding | 373,042 | |||||||||||||||
Proceeds from warrants exercised | $ 27,125 | |||||||||||||||
IPO [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,180,000 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,180,000 | |||||||||||||||
IPO [Member] | Underwriter [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 79,500 | |||||||||||||||
IPO [Member] | 45-day Option [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 477,000 |
COLLABORATIVE AGREEMENTS (Detai
COLLABORATIVE AGREEMENTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2015 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of stock options vested | 540,104 | |||||
Research and development expense | $ 257,279 | $ 539,770 | $ 990,222 | $ 657,737 | ||
Research Agreements [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Research and development expense | $ 0 | $ 0 | ||||
University of Toronto [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Share-based compensation stock options, grants | 25,000 | |||||
Share-based compensation weighted average exercise price | $ 1 | |||||
Share-based payment award, expiration period | 10 years | |||||
Dr. David Lovejoy [Member] | Share-based Payment Arrangement, Option [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Share-based compensation stock options, grants | 553,299 | |||||
Number of stock options vested | 439,862 | |||||
Number of stock options expired | 100,000 | |||||
Options expiration date, description | These have an exercise price of $1.00, $1.25 or 1.75 and are exercisable over ten or thirteen year periods which end either on March 30, 2021, December 1, 2022, April 15, 2026, March 1, 2027, October 16, 2027 or on February 13, 2030. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Royalty Payment on behalf of sublicensee percentage | 2.50% | |
Sales revenue | $ 0 | $ 0 |
Interest on amounts owed under license agreement, rate | 3.00% | |
Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Royalty payment, percentage | 2.50% | |
Up-front sub-license fees, percentage | 10.00% |