Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 11, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 | 17,285,261 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | PTIX | |
Security Exchange Name | NASDAQ | |
Common Stock Purchase Warrant [Member] | ||
Title of 12(b) Security | Common Stock Purchase Warrant | |
Trading Symbol | PTIXW | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 482,175 | $ 541,171 |
Marketable securities | 9,303,196 | 9,830,085 |
Prepaid expenses | 12,917 | 688,667 |
TOTAL CURRENT ASSETS | 9,798,288 | 11,059,923 |
TOTAL ASSETS | 9,798,288 | 11,059,923 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 483,644 | 499,535 |
Accounts payable and accrued expenses - related party | 300,000 | 300,000 |
TOTAL CURRENT LIABILITIES | 783,644 | 799,535 |
PIK convertible notes payable, net of debt discount | 107,065 | 132,284 |
PIK convertible notes payable, net of debt discount - related parties | 187,996 | 186,149 |
TOTAL LIABILITIES | 1,078,705 | 1,117,968 |
STOCKHOLDERS’ EQUITY | ||
Common stock, $.0001 par value, 100,000,000 shares authorized, 17,253,278 and 17,209,612 shares issued and outstanding at March 31, 2022, and December 31, 2021 | 1,726 | 1,722 |
Additional paid-in-capital | 32,701,195 | 32,410,452 |
Accumulated deficit | (23,583,979) | (22,221,870) |
Accumulated other comprehensive loss | (399,359) | (248,349) |
TOTAL STOCKHOLDERS’ EQUITY | 8,719,583 | 9,941,955 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 9,798,288 | 11,059,923 |
Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock | ||
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 17,253,278 | 17,209,612 |
Common stock, shares outstanding | 17,253,278 | 17,209,612 |
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 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING AND ADMINISTRATIVE EXPENSES | ||
Research and development | $ 669,838 | $ 592,351 |
General and administrative | 671,438 | 613,839 |
TOTAL OPERATING AND ADMINISTRATIVE EXPENSES | 1,341,276 | 1,206,190 |
LOSS FROM OPERATIONS | (1,341,276) | (1,206,190) |
OTHER INCOME (EXPENSE) | ||
Interest income | 17,967 | 5 |
Interest expense | (33,844) | (83,937) |
Realized loss on marketable securities | (4,956) | |
Change in fair value of derivative liability | 83,670 | |
TOTAL OTHER INCOME (EXPENSE) | (20,833) | (262) |
LOSS BEFORE TAX | (1,362,109) | (1,206,452) |
INCOME TAX EXPENSE | ||
NET LOSS | (1,362,109) | (1,206,452) |
Other Comprehensive Loss - net of tax | ||
Net unrealized loss on marketable securities | (151,170) | |
Foreign exchange translation income | 160 | 491 |
TOTAL COMPREHENSIVE LOSS | $ (1,513,119) | $ (1,205,961) |
Net loss per common share - Basic and Diluted | $ (0.08) | $ (0.11) |
Weighted average common shares - Basic and Diluted | 17,233,653 | 10,520,484 |
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 |
Beginning 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 | 491 | 491 | ||||
Stock compensation | 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) | ||||
Ending 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 | ||||
Beginning balance at Dec. 31, 2021 | $ 1,722 | 32,410,452 | (22,221,870) | (248,349) | 9,941,955 | |
Beginning balance, shares at Dec. 31, 2021 | 17,209,612 | |||||
Foreign currency translation gain | 160 | 160 | ||||
Stock compensation | 235,779 | $ 235,779 | ||||
Exercise of options, shares | ||||||
Net loss | (1,362,109) | $ (1,362,109) | ||||
Unrealized loss on marketable securities | (151,170) | (151,170) | ||||
Conversion of notes and interest | $ 4 | 54,964 | 54,968 | |||
Conversion of notes and interest, shares | 43,666 | |||||
Ending balance at Mar. 31, 2022 | $ 1,726 | $ 32,701,195 | $ (23,583,979) | $ (399,359) | $ 8,719,583 | |
Ending balance, shares at Mar. 31, 2022 | 17,253,278 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (1,362,109) | $ (1,206,452) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 235,779 | 345,975 |
Change in fair value of the derivative liability | (83,670) | |
Realized loss on sale of marketable securities | 4,956 | |
Amortization of debt discount | 26,628 | 53,975 |
Changes in operating assets and liabilities | ||
Prepaid expenses | 675,750 | 203,688 |
Accounts payable and accrued expenses | (11,569) | 78,777 |
NET CASH USED IN OPERATING ACTIVITIES | (430,565) | (607,707) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of marketable securities | 370,763 | |
NET CASH USED IN INVESTING ACTIVITIES | 370,763 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Exercise of warrants for cash | 27,125 | |
Proceeds from PIK convertible notes | 100,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 127,125 | |
Effect of exchange rate changes on cash | 806 | 1,165 |
NET DECREASE IN CASH | (58,996) | (479,417) |
CASH, BEGINNING OF THE PERIOD | 541,171 | 671,091 |
CASH, END OF THE PERIOD | 482,175 | 191,674 |
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 | 54,968 | |
Unrealized loss on marketable securities | $ 151,170 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
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”), formerly known as known as Atrinsic, Inc., 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. We are a biopharmaceutical company specializing in the discovery and development of therapeutics to treat stress-related neuropsychiatric and mood disorders. |
LIQUIDITY
LIQUIDITY | 3 Months Ended |
Mar. 31, 2022 | |
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 and positive working capital as of March 31, 2022, the Company has sufficient resources to fund its operations at least until the end of the third quarter of 2023. The positive working capital as of March 31, 2022 was due to funds raised by the Company from its equity offering during the year ended December 31, 2021. Absent generation of sufficient revenue from the execution of the Company’s business plan, 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and 2021. 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, 2021, which contain the audited financial statements and notes thereto, for the years ended December 31, 2021 and 2020 included within the Company’s Form 10-K filed with the SEC on April 7, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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. 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 March 31, 2022, 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 March 31, 2022 and December 31, 2021 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 three months ended March 31, 2022 the Company purchased $ 0 370,763 4,956 151,170 9,303,196 9,830,085 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 March 31, 2022. SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIC Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ 9,303,196 $ 9,303,196 $ — $ — $ 9,303,196 The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2021. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ 9,830,085 $ 9,830,085 $ — $ — $ 9,830,085 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 consolidated statements of operations and comprehensive loss. SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Potentially Outstanding For the Three Months Ended March 31, 2022 For the Three Months Ended March 31, 2021 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares - 872,766 Stock Options 5,554,861 5,673,861 Warrants 6,148,630 3,483,767 Convertible Notes 372,000 1,598,000 Total potentially outstanding dilutive common shares 12,075,491 11,628,394 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 2022 2021 March 31, 2022 December 31, 2021 Accounting $ 61,661 $ 68,151 Research and development 442,691 375,427 Legal - 77,000 Other 279,292 278,957 Total $ 783,644 $ 799,535 |
NOTE PAYABLE AND CONVERTIBLE NO
NOTE PAYABLE AND CONVERTIBLE NOTE PAYABLE (PIK NOTES) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE AND CONVERTIBLE NOTE PAYABLE (PIK NOTES) | NOTE 5 – NOTE PAYABLE AND CONVERTIBLE NOTE PAYABLE (PIK NOTES) Convertible Notes Payable During the three months ended March 31, 2022 and 2021, the Company amortized $ 24,781 44,664 157,935 182,716 During the three months ended March 31, 2022, a total of 43,666 50,000 4,968 As of March 31, 2022 and December 31, 2021, the Company owes $ 265,000 315,000 SCHEDULE OF MATURITY DATE OF NOTES Amount due Maturity Date of Notes for Twelve Months Ended March 31, 2022 Amount due 2022 $ - 2023 265,000 2024 - 2025 - 2026 - Total $ 265,000 Convertible Notes Payable – Related Parties During the three months ended March 31, 2022 and 2021, the Company amortized $ 1,847 9,311 12,004 13,851 As of March 31, 2022 and December 31, 2021, the Company owes $ 200,000 200,000 SCHEDULE OF MATURITY DATE OF NOTES Amount due Maturity Date of Notes for Twelve Months Ended March 31, 2022 Amount due 2022 $ - 2023 200,000 2024 - 2025 - 2026 - Total $ 200,000 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 6 - STOCKHOLDERS’ DEFICIT Common Stock During the three months ended March 31, 2022, the Company issued 43,666 Stock-Based Compensation The Company adopted an Employee, Director and Consultant Stock Plan on June 17, 2016 (the “2016 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 shares, or a total of 1,693,134 shares. On January 1, 2021, 569,826 shares of common stock were added to the 2016 Plan pursuant to this evergreen provision. On January 1, 2022, 737,040 564,278 172,762 6,175,489 shares and 5,438,449 shares, respectively. Options issued under the 2016 Plan are exercisable for up to ten years from the date of issuance. There were 5,554,861 options outstanding as of March 31, 2022. The fair value of each stock option granted during the three months ended March 31, 2022 was estimated using the Black-Scholes assumptions and or factors as follows: SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Exercise price $ 1.21 Expected dividend yield 0 % Risk free interest rate 1.73 % Expected life in years 10 Expected volatility 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, 2021 5,520,861 $ 1.84 6.32 Granted 50,000 $ 1.21 9.78 Expired (16,000 ) $ 5.60 - Exercised - $ - - Outstanding March 31, 2022 5,554,861 $ 1.83 6.11 A summary of the status of the Company’s nonvested options as of March 31, 2022, and changes during the three months ended March 31, 2022, is presented below: SCHEDULE OF SHARE-BASED COMPENSATION NONVESTED SHARES Nonvested Options Options Weighted- Average Nonvested at December 31, 2021 810,333 $ 3.08 Granted 50,000 $ 1.21 Vested (92,812 ) $ 1.70 Forfeited - $ - Nonvested at March 31, 2022 767,521 $ 3.01 As of March 31, 2022, the Company had 5,554,861 1.83 0 The total number of options granted during the three months ended March 31, 2022 and 2021 was 50,000 366,000 1.21 5.60 The Company recognized compensation expense related to options issued of $ 215,346 345,975 176,949 344,499 38,397 1,476 48,828 166,518 As of March 31, 2022, the unamortized stock option expense was $ 1,970,354 205,592 1,764,762 2.85 On January 6, 2022, the Company issued a total of 50,000 options to purchase shares of the Company’s common stock to a consultant. These options had a grant date fair value of $ 68,614 . These options have an exercise price of $ 1.21 , a term of 10 years, and vest over four years. 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, 2021 6,132,630 $ 3.38 3.15 Granted 16,000 1.25 4.77 Expired - - - Exercised - - - Outstanding March 31, 2022 6,148,630 $ 3.37 2.91 As of March 31, 2022, the Company had 6,148,630 3.37 0 The Company recognized compensation expense related to warrants issued of $ 20,433 0 On January 6, 2022, the Company cancelled 16,000 16,000 5 1.25 |
COLLABORATIVE AGREEMENTS
COLLABORATIVE AGREEMENTS | 3 Months Ended |
Mar. 31, 2022 | |
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 year 553,299 442,882 100,000 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 | 3 Months Ended |
Mar. 31, 2022 | |
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% 2.5% 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 | 3 Months Ended |
Mar. 31, 2022 | |
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. During the year ended December 31, 2021, the Company engaged Agenus Inc., a related party, to perform research and development services. Agenus Inc. is a related party due to the Company’s Director and Chairman of the Board being the CEO and Chairman of the Board for Agenus Inc. The Company accrued $ 300,000 300,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS On April 13, 2022, a total of 31,983 35,000 4,979 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and 2021. 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, 2021, which contain the audited financial statements and notes thereto, for the years ended December 31, 2021 and 2020 included within the Company’s Form 10-K filed with the SEC on April 7, 2022. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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. |
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 March 31, 2022, 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 March 31, 2022 and December 31, 2021 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 three months ended March 31, 2022 the Company purchased $ 0 370,763 4,956 151,170 9,303,196 9,830,085 |
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 March 31, 2022. SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIC Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ 9,303,196 $ 9,303,196 $ — $ — $ 9,303,196 The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2021. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ 9,830,085 $ 9,830,085 $ — $ — $ 9,830,085 |
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 consolidated statements of operations and comprehensive loss. SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Potentially Outstanding For the Three Months Ended March 31, 2022 For the Three Months Ended March 31, 2021 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares - 872,766 Stock Options 5,554,861 5,673,861 Warrants 6,148,630 3,483,767 Convertible Notes 372,000 1,598,000 Total potentially outstanding dilutive common shares 12,075,491 11,628,394 |
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) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIC | 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 March 31, 2022. SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIC Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ 9,303,196 $ 9,303,196 $ — $ — $ 9,303,196 The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2021. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ 9,830,085 $ 9,830,085 $ — $ — $ 9,830,085 |
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 Three Months Ended March 31, 2022 For the Three Months Ended March 31, 2021 Conversion Feature Shares Common shares issuable under the conversion feature of preferred shares - 872,766 Stock Options 5,554,861 5,673,861 Warrants 6,148,630 3,483,767 Convertible Notes 372,000 1,598,000 Total potentially outstanding dilutive common shares 12,075,491 11,628,394 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 2022 2021 March 31, 2022 December 31, 2021 Accounting $ 61,661 $ 68,151 Research and development 442,691 375,427 Legal - 77,000 Other 279,292 278,957 Total $ 783,644 $ 799,535 |
NOTE PAYABLE AND CONVERTIBLE _2
NOTE PAYABLE AND CONVERTIBLE NOTE PAYABLE (PIK NOTES) (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
SCHEDULE OF MATURITY DATE OF NOTES | SCHEDULE OF MATURITY DATE OF NOTES Amount due Maturity Date of Notes for Twelve Months Ended March 31, 2022 Amount due 2022 $ - 2023 265,000 2024 - 2025 - 2026 - Total $ 265,000 |
Convertible Notes Payable Related Party [Member] | |
Short-Term Debt [Line Items] | |
SCHEDULE OF MATURITY DATE OF NOTES | SCHEDULE OF MATURITY DATE OF NOTES Amount due Maturity Date of Notes for Twelve Months Ended March 31, 2022 Amount due 2022 $ - 2023 200,000 2024 - 2025 - 2026 - Total $ 200,000 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS | SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Exercise price $ 1.21 Expected dividend yield 0 % Risk free interest rate 1.73 % Expected life in years 10 Expected volatility 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, 2021 5,520,861 $ 1.84 6.32 Granted 50,000 $ 1.21 9.78 Expired (16,000 ) $ 5.60 - Exercised - $ - - Outstanding March 31, 2022 5,554,861 $ 1.83 6.11 |
SCHEDULE OF SHARE-BASED COMPENSATION NONVESTED SHARES | A summary of the status of the Company’s nonvested options as of March 31, 2022, and changes during the three months ended March 31, 2022, is presented below: SCHEDULE OF SHARE-BASED COMPENSATION NONVESTED SHARES Nonvested Options Options Weighted- Average Nonvested at December 31, 2021 810,333 $ 3.08 Granted 50,000 $ 1.21 Vested (92,812 ) $ 1.70 Forfeited - $ - Nonvested at March 31, 2022 767,521 $ 3.01 |
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, 2021 6,132,630 $ 3.38 3.15 Granted 16,000 1.25 4.77 Expired - - - Exercised - - - Outstanding March 31, 2022 6,148,630 $ 3.37 2.91 |
SCHEDULE OF FAIR VALUE ASSETS A
SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIC (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, current | $ 9,303,196 | $ 9,830,085 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value disclosure | 9,303,196 | 9,830,085 |
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 | 9,303,196 | 9,830,085 |
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 | ||
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 |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially outstanding dilutive common shares | 12,075,491 | 11,628,394 |
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 | 5,554,861 | 5,673,861 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially outstanding dilutive common shares | 6,148,630 | 3,483,767 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially outstanding dilutive common shares | 372,000 | 1,598,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Purchase of marketable securities | $ 0 | ||
Proceeds from sale of marketable securities | 370,763 | ||
Realized loss | 4,956 | ||
Unrealized loss | 151,170 | ||
Marketable securities | $ 9,303,196 | $ 9,830,085 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounting | $ 61,661 | $ 68,151 |
Research and development | 442,691 | 375,427 |
Legal | 77,000 | |
Other | 279,292 | 278,957 |
Total | $ 783,644 | $ 799,535 |
SCHEDULE OF MATURITY DATE OF NO
SCHEDULE OF MATURITY DATE OF NOTES (Details) | Mar. 31, 2022USD ($) |
Convertible Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
2022 | |
2023 | 265,000 |
2024 | |
2025 | |
2026 | |
Total | 265,000 |
Convertible Notes Payable Related Party [Member] | |
Short-Term Debt [Line Items] | |
2022 | |
2023 | 200,000 |
2024 | |
2025 | |
2026 | |
Total | $ 200,000 |
NOTE PAYABLE AND CONVERTIBLE _3
NOTE PAYABLE AND CONVERTIBLE NOTE PAYABLE (PIK NOTES) (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Amortization of debt discount | $ 26,628 | $ 53,975 | |
Convertible Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Amortization of debt discount | 24,781 | 44,664 | |
Unamortized debt discount | $ 157,935 | $ 182,716 | |
Debt conversion of shares | 43,666 | ||
Debt instrument principal amount | $ 50,000 | ||
Debt instrument interest amount | 4,968 | ||
Convertible notes payable | 265,000 | 315,000 | |
Convertible Notes Payable Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Amortization of debt discount | 1,847 | $ 9,311 | |
Unamortized debt discount | 12,004 | 13,851 | |
Convertible notes payable | $ 200,000 | $ 200,000 |
SCHEDULE OF SHARE-BASED PAYMENT
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Equity [Abstract] | |
Exercise price | $ 1.21 |
Expected dividend yield | 0.00% |
Risk free interest rate | 1.73% |
Expected life in years | 10 years |
Expected volatility | 146.00% |
SCHEDULE OF SHARE-BASED COMPENS
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Stock Options Outstanding, Beginning | 5,520,861 | |
Weighted Average Exercisable Price, Stock Options Outstanding, Beginning | $ 1.84 | |
Weighted average remaining life, stock options outstanding, ending | 6 years 1 month 9 days | 6 years 3 months 25 days |
Stock Options, Granted | 50,000 | |
Weighted Average Exercisable Price, Stock Options Outstanding, Granted | $ 1.21 | |
Weighted average remaining contractual term | 9 years 9 months 10 days | |
Stock Options, Expired | (16,000) | |
Weighted Average Exercisable Price, Stock Options Outstanding, Expired | $ 5.60 | |
Stock Option, Exercised | ||
Weighted Average Exercisable Price, Stock Options Outstanding, Exercised | ||
Stock Options Outstanding, Ending | 5,554,861 | 5,520,861 |
Weighted Average Exercisable Price, Stock Options Outstanding, Ending | $ 1.83 | $ 1.84 |
SCHEDULE OF SHARE-BASED COMPE_2
SCHEDULE OF SHARE-BASED COMPENSATION NONVESTED SHARES (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Equity [Abstract] | |
Nonvested Options, Ending Balance | shares | 810,333 |
Nonvested, Weighterd Average Exercise Price, Beginning Balance | $ / shares | $ 3.08 |
Nonvested Options, Granted | shares | 50,000 |
Nonvested, Weighterd Average Exercise Price, Granted | $ / shares | $ 1.21 |
Nonvested Options, Vested | shares | (92,812) |
Nonvested, Weighterd Average Exercise Price, Vested | $ / shares | $ 1.70 |
Nonvested Options, Forfeited | shares | |
Nonvested, Weighterd Average Exercise Price, Forfeited | $ / shares | |
Nonvested Options, Ending Balance | shares | 767,521 |
Nonvested, Weighterd Average Exercise Price, Ending Balance | $ / shares | $ 3.01 |
SUMMARY OF WARRANT ISSUANCES (D
SUMMARY OF WARRANT ISSUANCES (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Warrants Outstanding, Beginning | 6,132,630 | |
Number of Warrants Outstanding, Weighted Average Exercise Price, Beginning | $ 3.38 | |
Number of Warrants Outstanding, Weighted Average Remaining Life | 2 years 10 months 28 days | 3 years 1 month 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 16,000 | |
Number of Warrants Outstanding, Weighted Average Exercise Price, Granted | $ 1.25 | |
Number of Warrants Outstanding, Weighted Average Remaining Life | 4 years 9 months 7 days | |
Number of Warrants Outstanding, Expired | ||
Number of Warrants Outstanding, Weighted Average Exercise Price, Expired | ||
Number of Warrants Outstanding, Exercised | ||
Number of Warrants Outstanding, Weighted Average Exercise Price, Exercised | ||
Number of Warrants Outstanding, Ending | 6,148,630 | 6,132,630 |
Number of Warrants Outstanding, Weighted Average Exercise Price, Exercised | $ 3.37 | $ 3.38 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Jan. 06, 2022 | Jan. 06, 2022 | Jan. 02, 2021 | Jan. 02, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Jan. 01, 2022 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock options outstanding | 5,554,861 | 5,520,861 | |||||||
Stock options outstanding weighted average exercise price | $ 1.83 | $ 1.84 | |||||||
Stock options. intrinsic value | $ 0 | ||||||||
Option to purchase shares of common stock | 50,000 | ||||||||
Stock options exercise price | $ 1.21 | ||||||||
Stock options, weighted average remaining contractual term | 6 years 1 month 9 days | 6 years 3 months 25 days | |||||||
Warrant shares, outstanding | 6,148,630 | 6,132,630 | |||||||
Option exercise price | |||||||||
Employees [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share based compensation expense | $ 48,828 | ||||||||
Unamortized stock option expense | $ 205,592 | ||||||||
Non-Employees [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share based compensation expense | $ 166,518 | ||||||||
Unamortized stock option expense | $ 1,764,762 | ||||||||
Weighted average period for unamortized stock compensation | 2 years 10 months 6 days | ||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Option to purchase shares of common stock | 50,000 | 366,000 | |||||||
Stock options exercise price | $ 1.21 | $ 5.60 | |||||||
Share based compensation expense | $ 215,346 | $ 345,975 | |||||||
Share-Based Payment Arrangement, Option [Member] | Settlement of Accrued Compensation [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Option to purchase shares of common stock | 50,000 | ||||||||
Stock options exercise price | $ 1.21 | ||||||||
Stock options, fair value | $ 68,614 | ||||||||
Stock options, weighted average remaining contractual term | 10 years | ||||||||
Share-Based Payment Arrangement, Option [Member] | General and Administrative Expense [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share based compensation expense | 176,949 | 344,499 | |||||||
Share-Based Payment Arrangement, Option [Member] | Research and Development Expense [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share based compensation expense | $ 38,397 | 1,476 | |||||||
Equity Option [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Unamortized stock option expense | $ 1,970,354 | ||||||||
2016 Plan [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of additional shares granted | 569,826 | 564,378 | |||||||
Number of shares available for grant | 1,693,134 | 6,175,489 | 5,438,449 | 737,040 | |||||
Number of shares for employee benefit | 172,762 | 564,278 | |||||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of conversion of shares of notes and interest | 43,666 | ||||||||
Warrant [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Option to purchase shares of common stock | 16,000 | ||||||||
Share based compensation expense | $ 20,433 | $ 0 | |||||||
Warrant shares, outstanding | 6,148,630 | ||||||||
Class of warrant or right, outstanding, weighted average exercise price | $ 3.37 | ||||||||
Class of warrant or right, outstanding, intrinsic value | $ 0 | ||||||||
Warrants to purchase common stock | 16,000 | 16,000 | |||||||
Options expiration period | 5 years | ||||||||
Option exercise price | $ 1.25 |
COLLABORATIVE AGREEMENTS (Detai
COLLABORATIVE AGREEMENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2015 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of stock options vested | 92,812 | ||
Research and development expense | $ 669,838 | $ 592,351 | |
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 | 442,882 | ||
Number of stock options expired | 100,000 | ||
Options expiration date, description | These have an exercise price of $1.00, $1.25 or 1.75 and are exercisable over ten or thirteen year periods which end either on March 30, 2021, December 1, 2022, April 15, 2026, March 1, 2027, October 16, 2027 or on February 13, 2030 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
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% | |
Settlement proceeds, percentage | 2.50% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Agenus Inc., [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Accrued expense related to services | $ 300,000 | |
Related party balance | $ 300,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Apr. 13, 2022USD ($)shares |
Subsequent Event [Line Items] | |
Conversion of shares | shares | 31,983 |
Principal amount | $ 35,000 |
Accrued interest | $ 4,979 |