Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-12555 | ||
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, 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 8,791,847 | ||
Entity Common Stock, Shares Outstanding | 4,435,132 | ||
Documents Incorporated by Reference | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | true | ||
Auditor Firm ID | 206 | ||
Auditor Name | MaloneBailey, LLP | ||
Auditor Location | Houston, Texas | ||
Common Stock [Member] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 | ||
Trading Symbol | PTIX | ||
Security Exchange Name | NASDAQ | ||
Common Stock Purchase Warrant [Member] | |||
Title of 12(b) Security | Common Stock Purchase Warrant | ||
Trading Symbol | PTIXW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 1,287,893 | $ 215,189 |
Marketable securities | 2,768,119 | 7,763,517 |
Prepaid expenses | 144,025 | 56,939 |
TOTAL CURRENT ASSETS | 4,200,037 | 8,035,645 |
Equipment - net | 123,332 | 1,775 |
TOTAL ASSETS | 4,323,369 | 8,037,420 |
CURRENT LIABILITIES | ||
TOTAL CURRENT LIABILITIES | 655,252 | 1,119,862 |
TOTAL LIABILITIES | 655,252 | 1,119,862 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | ||
Common stock, $.0001 par value, 100,000,000 shares authorized, 4,435,132 and 4,321,315 shares issued and outstanding at December 31, 2023, and December 31, 2022 | 444 | 434 |
Additional paid-in-capital | 34,559,091 | 33,371,406 |
Accumulated deficit | (30,777,872) | (25,777,375) |
Accumulated other comprehensive loss | (113,546) | (676,907) |
TOTAL STOCKHOLDERS’ EQUITY | 3,668,117 | 6,917,558 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 4,323,369 | 8,037,420 |
Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | ||
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | ||
Nonrelated Party [Member] | ||
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 439,757 | 669,704 |
PIK convertible notes payable, net of debt discount | 150,591 | |
Related Party [Member] | ||
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 215,495 | 105,928 |
PIK convertible notes payable, net of debt discount | $ 193,639 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,435,132 | 4,321,315 |
Common stock, shares outstanding | 4,435,132 | 4,321,315 |
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 - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING AND ADMINISTRATIVE EXPENSES | ||
Research and development | $ 3,319,867 | $ 1,589,239 |
General and administrative | 1,207,107 | 1,968,549 |
TOTAL OPERATING AND ADMINISTRATIVE EXPENSES | 4,526,974 | 3,557,788 |
LOSS FROM OPERATIONS | (4,526,974) | (3,557,788) |
OTHER INCOME | ||
Interest income | 264,476 | 185,790 |
Interest expense | (107,682) | (137,456) |
Realized loss on marketable securities | (630,317) | (46,051) |
TOTAL OTHER INCOME | (473,523) | 2,283 |
LOSS BEFORE TAX | (5,000,497) | (3,555,505) |
INCOME TAX EXPENSE | ||
NET LOSS | (5,000,497) | (3,555,505) |
Other Comprehensive Loss - net of tax | ||
Net unrealized gain (loss) on marketable securities | 16,848 | (421,738) |
Reclassification of realized losses on debt securities | 489,120 | |
Foreign exchange translation income (loss) | 57,393 | (6,820) |
TOTAL COMPREHENSIVE LOSS | $ (4,437,136) | $ (3,984,063) |
Net loss per common share - Basic | $ (1.15) | $ (0.82) |
Net loss per common share - Diluted | $ (1.15) | $ (0.82) |
Weighted average common shares - Basic | 4,344,580 | 4,317,875 |
Weighted average common shares - Diluted | 4,344,580 | 4,317,875 |
Consolidated Statements of Chan
Consolidated Statements of Change in Stockholders' Equity - 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, 2021 | $ 432 | $ 32,411,742 | $ (22,221,870) | $ (248,349) | $ 9,941,955 | |
Balance, shares at Dec. 31, 2021 | 4,302,403 | |||||
Foreign currency translation gain | (6,820) | (6,820) | ||||
Unrealized gain on marketable securities | (421,738) | (421,738) | ||||
Stock compensation - stock options | 844,248 | 844,248 | ||||
Stock compensation - warrants | 20,433 | 20,433 | ||||
Conversion of notes and interest | $ 2 | 94,983 | 94,985 | |||
Conversion of notes and interest, shares | 18,912 | |||||
Net loss | (3,555,505) | (3,555,505) | ||||
BALANCE at Dec. 31, 2022 | $ 434 | 33,371,406 | (25,777,375) | (676,907) | 6,917,558 | |
Balance, shares at Dec. 31, 2022 | 4,321,315 | |||||
Foreign currency translation gain | 57,393 | 57,393 | ||||
Unrealized gain on marketable securities | 16,848 | 16,848 | ||||
Stock compensation - stock options | 666,828 | 666,828 | ||||
Conversion of notes and interest | $ 10 | 520,857 | 520,867 | |||
Conversion of notes and interest, shares | 104,173 | |||||
Net loss | (5,000,497) | (5,000,497) | ||||
Reclassification of realized losses on debt securities | 489,120 | 489,120 | ||||
Rounding from reverse split | ||||||
Rounding from reverse split, shares | 9,644 | |||||
BALANCE at Dec. 31, 2023 | $ 444 | $ 34,559,091 | $ (30,777,872) | $ (113,546) | $ 3,668,117 | |
Balance, shares at Dec. 31, 2023 | 4,435,132 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (5,000,497) | $ (3,555,505) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 28,218 | 30 |
Stock-based compensation | 666,828 | 864,681 |
Realized loss on sale of marketable securities | 630,317 | 46,051 |
Amortization of debt discount | 85,770 | 110,797 |
Changes in operating assets and liabilities | ||
Prepaid expenses | (87,086) | 631,728 |
Accounts payable and accrued expenses | (27,326) | (91,596) |
NET CASH USED IN OPERATING ACTIVITIES | (3,703,776) | (1,993,814) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of marketable securities | 7,689,507 | 1,632,901 |
Purchase of marketable securities | (2,764,250) | (34,122) |
Purchase of fixed assets | (149,775) | (1,805) |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 4,775,482 | 1,596,974 |
Effect of exchange rate changes on cash | 998 | 70,858 |
NET CHANGE IN CASH | 1,072,704 | (325,982) |
CASH, BEGINNING OF THE PERIOD | 215,189 | 541,171 |
CASH, END OF THE PERIOD | 1,287,893 | 215,189 |
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 | 520,867 | 94,985 |
Unrealized gain or loss on marketable securities | $ 16,848 | $ 421,738 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (5,000,497) | $ (3,555,505) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
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 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. Reverse Stock Split On March 22, 2023, the Company effectuated a 1 for 4 reverse stock split |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Liquidity And Going Concern | |
LIQUIDITY AND GOING CONCERN | NOTE 2 – LIQUIDITY AND GOING CONCERN 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 December 31, 2023, the Company does not have sufficient resources to fund its operations past end of the third quarter of 2024. The positive working capital as of December 31, 2023 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 2024. Because the Company has insufficient resources on hand to fund operations through the next twelve months from the date these consolidated financial statements are available to be issued, the Company believes that there is substantial doubt in its ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Use of estimates The preparation of the 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 consolidated financial statements include 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 December 31, 2023, the Company has bank balances that exceed 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. Funds held in the Company’s marketable securities are not insured. 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 December 31, 2023 and December 31, 2022 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 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 year ended December 31, 2023 the Company purchased $ 2,764,250 7,689,507 630,317 489,120 16,848 2,768,119 7,763,517 Equipment Equipment is stated at cost less accumulated depreciation. Cost includes expenditures for computer equipment and lab equipment. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of equipment is depreciated using the straight-line method over the estimated useful lives of the related assets which is three years . Depreciation expense was $ 28,218 and $ 30 for the years ended December 31, 2023 and 2022. 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. 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 December 31, 2023. 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 $ 2,768,119 $ 2,768,119 $ — $ — $ 2,768,119 The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2022. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ 7,763,517 $ 7,763,517 $ — $ — $ 7,763,517 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 cancelled 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 ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Potentially Outstanding For the For the Conversion Feature Shares Stock Options 1,357,466 1,357,466 Warrants 942,566 1,537,158 Convertible Notes - 86,000 Total potentially outstanding dilutive common shares 2,300,032 2,980,624 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 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 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 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 In June 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and treasury stock method will be no longer available. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company believes the adoption of this ASU will not have a material impact on its financial statements. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 December 31, 2022 Accounting $ 36,750 $ 36,750 Research and development 498,366 557,934 Legal 6,334 25,462 Other 113,802 155,486 Total $ 655,252 $ 775,632 |
NOTE PAYABLE AND CONVERTIBLE NO
NOTE PAYABLE AND CONVERTIBLE NOTE PAYABLE (PIK NOTES) | 12 Months Ended |
Dec. 31, 2023 | |
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 years ended December 31, 2023 and 2022, the Company amortized $ 79,409 110,797 0 79,409 As of December 31, 2023 and December 31, 2022, the Company owes $ 0 230,000 November 6, 2023 On November 6, 2023, five notes with a total principal of $ 230,000 48,966 55,793 Convertible Notes Payable – Related Parties During the years ended December 1, 2023 and 2022, the Company amortized $ 6,361 7,490 0 6,361 As of December 31, 2023 and December 31, 2022, the Company owes $ 0 200,000 November 6, 2023 On November 6, 2023, three notes with a total principal of $ 200,000 41,901 48,380 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 - STOCKHOLDERS’ EQUITY Common Stock During the year ended December 31, 2023, the Company issued 9,644 During the years ended December 31, 2022, the Company issued 18,912 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. Due to an annual “evergreen” provision in the 2016 Plan, the number of shares reserved for future grants was increased by 186,594 184,260 1,279,181 1,543,872 There were 1,357,466 no There were 1,357,466 SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Exercise price $ 4.84 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 Number Weighted Average Exercise Price Weighted Average Remaining Life Stock Options Outstanding December 31, 2021 1,380,216 $ 7.36 6.32 Granted 12,500 4.84 9.02 Expired (35,250 ) 6.09 - Exercised - - - Outstanding December 31, 2022 1,357,466 $ 7.39 5.41 Granted - - - Expired - - - Exercised - - - Outstanding December 31, 2023 1,357,466 $ 7.39 4.49 A summary of the status of the Company’s nonvested options as of December 31, 2023, and changes during the years ended December 31, 2023 and 2022, is presented below: SCHEDULE OF SHARE-BASED COMPENSATION NONVESTED SHARES Nonvested Options Options Weighted-Average Exercise Price Nonvested at December 31, 2021 202,583 $ 12.32 Granted 12,500 4.84 Vested (96,896 ) 10.44 Forfeited - - Nonvested at December 31, 2022 118,187 $ 13.07 Granted - - Vested (68,355 ) 11.87 Forfeited - - Nonvested at December 31, 2023 49,832 $ 14.72 As of December 31, 2023, the Company had 1,357,466 7.39 0 The total number of options granted during the year ended December 31, 2023 and 2022 was 0 12,500 4.84 The Company recognized compensation expense related to options issued of $ 666,828 844,248 206,104 747,830 460,724 96,418 6,852 182,748 659,976 661,500 As of December 31, 2023, the unamortized stock option expense was $ 676,415 2,284 674,131 3.55 Warrants: A summary of warrant issuances are as follows: SUMMARY OF WARRANT Number Weighted Average Exercise Price Weighted Average Remaining Life Warrants Outstanding December 31, 2021 1,533,158 $ 13.52 3.15 Granted 4,000 5.00 4.02 Expired - - - Exercised - - - Outstanding December 31, 2022 1,537,158 $ 13.49 2.15 Granted - - - Expired (594,592 ) 4.00 - Exercised - - - Outstanding December 31, 2023 942,566 $ 19.47 2.31 As of December 31, 2023, the Company had 942,566 19.47 0 The Company recognized compensation expense related to warrants issued of $ 0 20,433 |
COLLABORATIVE AGREEMENTS
COLLABORATIVE AGREEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
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. As of the dated of this filing, this agreement has not been extended. Prior to January 1, 2016, the University has been granted 6,250 4.00 ten year 138,325 106,658 31,250 These have an exercise price of $4.00, $5.00 or $7.00 and are exercisable over a period ranging from 10 to 13 years. The sponsorship research and development expenses pertaining to the Research Agreements were $ 0 28,645 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
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 | 12 Months Ended |
Dec. 31, 2023 | |
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 incurred $ 149,509 and $ 105,928 in expenses related to these services during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and December 31, 2022, the outstanding balance owed to Agenus Inc. is $ 150,296 and $ 105,928 , respectively. During the year ended December 31, 2022, the Company engaged CTC North, GmbH (“CTC”) to perform research and development services. CTC 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, CTC’s parent company. The total commitment for this agreement is $ 1.3 106,754 105,801 65,199 0 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES The components of loss before income taxes are as follows: SCHEDULE OF LOSS BEFORE INCOME TAX 2023 2022 Domestic (4,998,066 ) (3,522,834 ) Foreign (2,431 ) (32,671 ) Loss before income taxes (5,000,497 ) (3,555,505 ) The Company had no For the years ended December 31, 2023 and 2022, a reconciliation of the Company’s effective tax rate to the statutory U.S. Federal rate is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2023 2022 Income taxes at Federal statutory rate (21.0 )% (21.0 )% State income taxes, net of Federal income tax effect (8.9 )% (8.8 )% Perm difference 0.0 % 0.0 % Foreign tax rate differential (0.1 )% (0.2 )% Change in valuation allowance 30.0 % 30.0 % Other 0.0 % 0.0 % Income tax provision 0.0 % 0.0 % The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 U.S. net operating loss carryforwards 4,940,000 3,620,000 Stock compensation 2,131,000 1,931,000 Canadian Provincial income tax losses - 7,000 Deferred tax assets, gross 7,071,000 5,558,000 Valuation allowance (7,071,000 ) (5,558,000 ) Net deferred tax assets - - As of December 31, 2023 the Company had federal net operating loss carryforwards (“NOL”) of approximately $ 15.2 80 100 The federal net operating losses generated prior to 2018 of $0.1 million will expire at various dates through 2037. 13,975,000 9,568,000 As of December 31, 2023 and 2022, the Company had Canadian NOL of approximately $ 1,415,000 1,413,000 0 0 As a result of losses and uncertainty of future profit, the net deferred tax asset has been fully reserved. The net change in the valuation allowance during the years ended December 31, 2023 and 2022 was an increase of $ 1,513,000 137,000 Foreign earnings are assumed to be permanently reinvested. U.S. Federal income taxes have not been provided on undistributed earnings of our foreign subsidiary. The Company recognizes interest and penalties related to uncertain tax positions in selling, general and administrative expenses. The Company has not identified any uncertain tax positions requiring a reserve as of December 31, 2023 and 2022. The Company is required to file U.S. federal and state income tax returns. These returns are subject to audit by tax authorities beginning with the year ended December 31, 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On January 8, 2024, the Company issued 20,750 0.84 10 48 On March 25, 2024, the Company issued 717,000 1.74 10 24 48 55,000 On February 12, 2024, the Company entered into a consulting agreement. As part of this agreement the Company agrees to pay $ 5,000 4,400 5.00 10 three months |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Use of estimates | Use of estimates The preparation of the 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 consolidated financial statements include 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 December 31, 2023, the Company has bank balances that exceed 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. Funds held in the Company’s marketable securities are not insured. |
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 December 31, 2023 and December 31, 2022 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 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 year ended December 31, 2023 the Company purchased $ 2,764,250 7,689,507 630,317 489,120 16,848 2,768,119 7,763,517 |
Equipment | Equipment Equipment is stated at cost less accumulated depreciation. Cost includes expenditures for computer equipment and lab equipment. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of equipment is depreciated using the straight-line method over the estimated useful lives of the related assets which is three years . Depreciation expense was $ 28,218 and $ 30 for the years ended December 31, 2023 and 2022. |
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. 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 December 31, 2023. 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 $ 2,768,119 $ 2,768,119 $ — $ — $ 2,768,119 The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2022. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ 7,763,517 $ 7,763,517 $ — $ — $ 7,763,517 |
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 cancelled 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 ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Potentially Outstanding For the For the Conversion Feature Shares Stock Options 1,357,466 1,357,466 Warrants 942,566 1,537,158 Convertible Notes - 86,000 Total potentially outstanding dilutive common shares 2,300,032 2,980,624 |
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 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 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 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 In June 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842): Effective Dates In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and treasury stock method will be no longer available. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company believes the adoption of this ASU will not have a material impact on its financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023. 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 $ 2,768,119 $ 2,768,119 $ — $ — $ 2,768,119 The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of December 31, 2022. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable securities $ 7,763,517 $ 7,763,517 $ — $ — $ 7,763,517 |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Potentially Outstanding For the For the Conversion Feature Shares Stock Options 1,357,466 1,357,466 Warrants 942,566 1,537,158 Convertible Notes - 86,000 Total potentially outstanding dilutive common shares 2,300,032 2,980,624 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 December 31, 2023 December 31, 2022 Accounting $ 36,750 $ 36,750 Research and development 498,366 557,934 Legal 6,334 25,462 Other 113,802 155,486 Total $ 655,252 $ 775,632 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS | SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Exercise price $ 4.84 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 Number Weighted Average Exercise Price Weighted Average Remaining Life Stock Options Outstanding December 31, 2021 1,380,216 $ 7.36 6.32 Granted 12,500 4.84 9.02 Expired (35,250 ) 6.09 - Exercised - - - Outstanding December 31, 2022 1,357,466 $ 7.39 5.41 Granted - - - Expired - - - Exercised - - - Outstanding December 31, 2023 1,357,466 $ 7.39 4.49 |
SCHEDULE OF SHARE-BASED COMPENSATION NONVESTED SHARES | A summary of the status of the Company’s nonvested options as of December 31, 2023, and changes during the years ended December 31, 2023 and 2022, is presented below: SCHEDULE OF SHARE-BASED COMPENSATION NONVESTED SHARES Nonvested Options Options Weighted-Average Exercise Price Nonvested at December 31, 2021 202,583 $ 12.32 Granted 12,500 4.84 Vested (96,896 ) 10.44 Forfeited - - Nonvested at December 31, 2022 118,187 $ 13.07 Granted - - Vested (68,355 ) 11.87 Forfeited - - Nonvested at December 31, 2023 49,832 $ 14.72 |
SUMMARY OF WARRANT | A summary of warrant issuances are as follows: SUMMARY OF WARRANT Number Weighted Average Exercise Price Weighted Average Remaining Life Warrants Outstanding December 31, 2021 1,533,158 $ 13.52 3.15 Granted 4,000 5.00 4.02 Expired - - - Exercised - - - Outstanding December 31, 2022 1,537,158 $ 13.49 2.15 Granted - - - Expired (594,592 ) 4.00 - Exercised - - - Outstanding December 31, 2023 942,566 $ 19.47 2.31 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF LOSS BEFORE INCOME TAX | The components of loss before income taxes are as follows: SCHEDULE OF LOSS BEFORE INCOME TAX 2023 2022 Domestic (4,998,066 ) (3,522,834 ) Foreign (2,431 ) (32,671 ) Loss before income taxes (5,000,497 ) (3,555,505 ) |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | For the years ended December 31, 2023 and 2022, a reconciliation of the Company’s effective tax rate to the statutory U.S. Federal rate is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2023 2022 Income taxes at Federal statutory rate (21.0 )% (21.0 )% State income taxes, net of Federal income tax effect (8.9 )% (8.8 )% Perm difference 0.0 % 0.0 % Foreign tax rate differential (0.1 )% (0.2 )% Change in valuation allowance 30.0 % 30.0 % Other 0.0 % 0.0 % Income tax provision 0.0 % 0.0 % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 U.S. net operating loss carryforwards 4,940,000 3,620,000 Stock compensation 2,131,000 1,931,000 Canadian Provincial income tax losses - 7,000 Deferred tax assets, gross 7,071,000 5,558,000 Valuation allowance (7,071,000 ) (5,558,000 ) Net deferred tax assets - - |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) | Mar. 22, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse stock split | 1 for 4 reverse stock split |
SCHEDULE OF FAIR VALUE ASSETS A
SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIC (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, carrying value | $ 2,768,119 | $ 7,763,517 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, fair value disclosure | 2,768,119 | 7,763,517 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, fair value disclosure | 2,768,119 | 7,763,517 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities, 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] | ||
Marketable securities, fair value disclosure |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially outstanding dilutive common shares | 2,300,032 | 2,980,624 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially outstanding dilutive common shares | 1,357,466 | 1,357,466 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially outstanding dilutive common shares | 942,566 | 1,537,158 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially outstanding dilutive common shares | 86,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Purchase of marketable securities | $ 2,764,250 | $ 34,122 |
Proceeds from sale of marketable securities | 7,689,507 | 1,632,901 |
Realized loss on marketable securities | 630,317 | 46,051 |
Realized loss on marketable securities includes reclassification of realized losses | 489,120 | |
Unrealized gain on marketable securities | 16,848 | |
Marketable securities | $ 2,768,119 | 7,763,517 |
Estimated useful lives | 3 years | |
Depreciation | $ 28,218 | $ 30 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounting | $ 36,750 | $ 36,750 |
Research and development | 498,366 | 557,934 |
Legal | 6,334 | 25,462 |
Other | 113,802 | 155,486 |
Total | $ 655,252 | $ 775,632 |
NOTE PAYABLE AND CONVERTIBLE _2
NOTE PAYABLE AND CONVERTIBLE NOTE PAYABLE (PIK NOTES) (Details Narrative) - USD ($) | 12 Months Ended | ||
Nov. 06, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Amortization of debt discount | $ 85,770 | $ 110,797 | |
Convertible Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Amortization of debt discount | 79,409 | 110,797 | |
Unmortization of debt discount | 0 | 79,409 | |
\ | 0 | $ 230,000 | |
Maturity date | Nov. 06, 2023 | ||
Principal amount | $ 230,000 | ||
Accrued interest | $ 48,966 | ||
Converted shares of common stock | 55,793 | ||
Convertible Notes Payable [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Amortization of debt discount | 6,361 | $ 7,490 | |
Unmortization of debt discount | 0 | 6,361 | |
\ | $ 0 | $ 200,000 | |
Maturity date | Nov. 06, 2023 | ||
Principal amount | $ 200,000 | ||
Accrued interest | $ 41,901 | ||
Converted shares of common stock | 48,380 |
SCHEDULE OF SHARE-BASED PAYMENT
SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Equity [Abstract] | |
Exercise price | $ 4.84 |
Expected dividend yield | 0% |
Risk free interest rate | 1.73% |
Expected life in years | 10 years |
Expected volatility | 146% |
SCHEDULE OF SHARE-BASED COMPENS
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock options outstanding, Beginning | 1,357,466 | ||
Stock options, Granted | 12,500 | ||
Weighted average exercise price, stock options outstanding, Granted | $ 4.84 | ||
Stock options outstanding, Ending | 1,357,466 | 1,357,466 | |
Weighted average exercise price, stock options outstanding, Ending | $ 7.39 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock options outstanding, Beginning | 1,357,466 | 1,380,216 | |
Weighted average exercise price, stock options outstanding, Beginning | $ 7.39 | $ 7.36 | |
Weighted average remaining life, stock options outstanding, Ending | 4 years 5 months 26 days | 5 years 4 months 28 days | 6 years 3 months 25 days |
Stock options, Granted | 12,500 | ||
Weighted average exercise price, stock options outstanding, Granted | $ 4.84 | ||
Weighted average remaining life, stock options outstanding, Granted | 9 years 7 days | ||
Stock options, Expired | (35,250) | ||
Weighted average exercise price, stock options outstanding, Expired | $ 6.09 | ||
Stock option, Exercised | |||
Weighted average exercise price, stock options outstanding, Exercised | |||
Stock options outstanding, Ending | 1,357,466 | 1,357,466 | 1,380,216 |
Weighted average exercise price, stock options outstanding, Ending | $ 7.39 | $ 7.39 | $ 7.36 |
SCHEDULE OF SHARE-BASED COMPE_2
SCHEDULE OF SHARE-BASED COMPENSATION NONVESTED SHARES (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Nonvested Options, Beginning Balance | 118,187 | 202,583 |
Nonvested, Weighterd Average Exercise Price, Beginning Balance | $ 13.07 | $ 12.32 |
Nonvested Options, Granted | 12,500 | |
Nonvested, Weighterd Average Exercise Price, Granted | $ 4.84 | |
Nonvested Options, Vested | (68,355) | (96,896) |
Nonvested, Weighterd Average Exercise Price, Vested | $ 11.87 | $ 10.44 |
Nonvested Options, Forfeited | ||
Nonvested, Weighterd Average Exercise Price, Forfeited | ||
Nonvested Options, Ending Balance | 49,832 | 118,187 |
Nonvested, Weighterd Average Exercise Price, Ending Balance | $ 14.72 | $ 13.07 |
SUMMARY OF WARRANT (Details)
SUMMARY OF WARRANT (Details) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of Warrants Outstanding, Beginning | 1,537,158 | 1,533,158 | |
Number of Warrants Outstanding, Weighted Average Exercise Price, Beginning | $ 13.49 | $ 13.52 | |
Number of Warrants Outstanding, Weighted Average Remaining Life | 2 years 3 months 21 days | 2 years 1 month 24 days | 3 years 1 month 24 days |
Number of Warrants Outstanding, Granted | 4,000 | ||
Number of Warrants Outstanding, Weighted Average Exercise Price, Granted | $ 5 | ||
Number of Warrants Outstanding, Weighted Average Remaining Life, Granted | 4 years 7 days | ||
Number of Warrants Outstanding, Expired | (594,592) | ||
Number of Warrants Outstanding, Weighted Average Exercise Price, Expired | $ 4 | ||
Number of Warrants Outstanding, Exercised | |||
Number of Warrants Outstanding, Weighted Average Exercise Price, Exercised | |||
Number of Warrants Outstanding, Ending | 942,566 | 1,537,158 | 1,533,158 |
Number of Warrants Outstanding, Weighted Average Exercise Price, Ending | $ 19.47 | $ 13.49 | $ 13.52 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock options outstanding | 1,357,466 | 1,357,466 | |
Stock options outstanding weighted average exercise price | $ 7.39 | ||
Stock options. intrinsic value | $ 0 | ||
Number of options granted, shares | 12,500 | ||
Options, exercise price per share | $ 4.84 | ||
Employees [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share based compensation expense | $ 6,852 | $ 182,748 | |
Unamortized stock option expense | 2,284 | ||
Non-Employees [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share based compensation expense | 659,976 | $ 661,500 | |
Unamortized stock option expense | $ 674,131 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock options outstanding | 1,357,466 | 1,357,466 | 1,380,216 |
Number of options issued | 0 | ||
Stock options outstanding weighted average exercise price | $ 7.39 | $ 7.39 | $ 7.36 |
Number of options granted, shares | 12,500 | ||
Options, exercise price per share | $ 4.84 | ||
Share based compensation expense | $ 666,828 | $ 844,248 | |
Unamortized stock option expense | $ 676,415 | ||
Weighted average period for unamortized stock compensation (in years) | 3 years 6 months 18 days | ||
Share-Based Payment Arrangement, Option [Member] | General and Administrative Expense [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share based compensation expense | $ 206,104 | 747,830 | |
Share-Based Payment Arrangement, Option [Member] | Research and Development Expense [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share based compensation expense | $ 460,724 | $ 96,418 | |
2016 Plan [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of additional shares granted | 186,594 | 184,260 | |
Number of shares available for grant | 1,279,181 | 1,543,872 | |
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Rounding of shares related to a reverse stock split | 9,644 | ||
Shares conversion | 104,173 | 18,912 | |
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Share based compensation expense | $ 0 | $ 20,433 | |
Warrant shares, outstanding | 942,566 | 1,537,158 | 1,533,158 |
Warrant exercise price | $ 19.47 | ||
Class of warrant or right, outstanding, intrinsic value | $ 0 |
COLLABORATIVE AGREEMENTS (Detai
COLLABORATIVE AGREEMENTS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2015 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of stock options vested | 68,355 | 96,896 | |
Research and development expense | $ 3,319,867 | $ 1,589,239 | |
Research Agreements [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Research and development expense | $ 0 | $ 28,645 | |
University of Toronto [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Share-based compensation stock options, grants | 6,250 | ||
Share-based compensation weighted average exercise price | $ 4 | ||
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 | 138,325 | ||
Number of stock options vested | 106,658 | ||
Number of stock options expired | 31,250 | ||
Options expiration date, description | These have an exercise price of $4.00, $5.00 or $7.00 and are exercisable over a period ranging from 10 to 13 years. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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% | |
Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Royalty payment, percentage | 2.50% | |
Up-front sub-license fees, percentage | 10% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Agenus Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Operating costs and expenses | $ 149,509 | $ 105,928 |
Other Liabilities | 150,296 | 105,928 |
CTC North, GmbH [Member] | ||
Related Party Transaction [Line Items] | ||
Operating costs and expenses | 106,754 | 105,801 |
Other commitment | 1,300,000 | |
Amount owed to ctc | $ 65,199 | $ 0 |
SCHEDULE OF LOSS BEFORE INCOME
SCHEDULE OF LOSS BEFORE INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (4,998,066) | $ (3,522,834) |
Foreign | (2,431) | (32,671) |
LOSS BEFORE TAX | $ (5,000,497) | $ (3,555,505) |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income taxes at Federal statutory rate | (21.00%) | (21.00%) |
State income taxes, net of Federal income tax effect | (8.90%) | (8.80%) |
Perm difference | 0% | 0% |
Foreign tax rate differential | (0.10%) | (0.20%) |
Change in valuation allowance | 30% | 30% |
Other | 0% | 0% |
Income tax provision | 0% | 0% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
U.S. net operating loss carryforwards | $ 4,940,000 | $ 3,620,000 |
Stock compensation | 2,131,000 | 1,931,000 |
Canadian Provincial income tax losses | 7,000 | |
Deferred tax assets, gross | 7,071,000 | 5,558,000 |
Valuation allowance | (7,071,000) | (5,558,000) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expenses | ||
Operating loss carry forwards expiration description | The federal net operating losses generated prior to 2018 of $0.1 million will expire at various dates through 2037. | |
Research and development investment tax credits | $ 0 | 0 |
No change in valuation allowance | $ 1,513,000 | 137,000 |
Losses Incurred After 2017 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Percentage of corporations taxable income | 80% | |
Losses Incurred Prior To 2018 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Percentage of corporations taxable income | 100% | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 15,200,000 | |
State and Local [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 13,975,000 | 9,568,000 |
CANADA | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 1,415,000 | $ 1,413,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | ||||
Mar. 25, 2024 | Feb. 12, 2024 | Jan. 08, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||
Stock options, Granted | 12,500 | ||||
Options exercise price | $ 4.84 | ||||
Options vested shares | 68,355 | 96,896 | |||
Subsequent Event [Member] | Common Stock [Member] | Consulting Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock options, Granted | 4,400 | ||||
Options expire period | 10 years | ||||
Options vest period | 3 months | ||||
Monthly payment | $ 5,000 | ||||
Options exercise price | $ 5 | ||||
Subsequent Event [Member] | Common Stock [Member] | Employees And Consultants [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock options, Granted | 717,000 | 20,750 | |||
Options exercise price | $ 1.74 | $ 0.84 | |||
Options expire period | 10 years | 10 years | |||
Options vest period | 48 months | ||||
Options vested shares | 55,000 | ||||
Subsequent Event [Member] | Common Stock [Member] | Employees And Consultants [Member] | Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Options vest period | 24 months | ||||
Subsequent Event [Member] | Common Stock [Member] | Employees And Consultants [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Options vest period | 48 months |