Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | QSAM Biosciences, Inc. |
Entity Central Index Key | 0001310527 |
Entity Tax Identification Number | 20-1602779 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 9442 Capital of Texas Hwy N |
Entity Address, Address Line Two | Plaza 1 |
Entity Address, Address Line Three | Suite 500 |
Entity Address, City or Town | Austin |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 78759 |
City Area Code | (512) |
Local Phone Number | 343-4558 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | |||
Cash | $ 1,067,287 | $ 8,304 | $ 478 |
Prepaid expenses and other assets | 19,197 | 12,896 | 7,665 |
Deferred offering costs | 35,000 | ||
TOTAL CURRENT ASSETS | 1,121,484 | 21,200 | 8,143 |
TOTAL ASSETS | 1,121,484 | 21,200 | 8,143 |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 241,266 | 308,157 | 189,611 |
Accrued payroll and related expenses | 48,006 | 48,006 | 36,337 |
Accrued interest - related parties | 1,478 | ||
Accrued bonus | 150,000 | ||
Notes payable - related parties | 7,500 | 63,992 | |
Paycheck protection program loan - current portion | 34,163 | ||
Debentures | 35,000 | 137,500 | 165,000 |
Current liabilities held for disposal | 818,926 | ||
Convertible bridge notes, at fair value | 3,598,000 | 2,440,090 | |
TOTAL CURRENT LIABILITIES | 333,250 | 4,189,818 | 3,799,964 |
Convertible bridge notes, at fair value | 32,910 | ||
Paycheck protection program loan - net of current portion | 108,779 | ||
TOTAL LIABILITIES | 333,250 | 4,298,597 | 3,832,874 |
Redeemable convertible preferred stock | 686,380 | 784,044 | 748,604 |
STOCKHOLDERS’ DEFICIT | |||
Common stock, value | 3,496 | 1,947 | 208 |
Unearned deferred compensation | (1,307,593) | (148,333) | |
Subscription receivable | (25,000) | ||
Additional paid-in capital | 27,243,381 | 11,021,840 | 6,475,667 |
Accumulated deficit | (25,837,433) | (15,911,895) | (11,049,210) |
TOTAL STOCKHOLDERS’ DEFICIT | 101,854 | (5,061,441) | (4,573,335) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 1,121,484 | 21,200 | 8,143 |
Series B Preferred Stock [Member] | |||
STOCKHOLDERS’ DEFICIT | |||
Preferred stock, value | 2 | ||
Series E Preferred Stock [Member] | |||
STOCKHOLDERS’ DEFICIT | |||
Preferred stock, value | $ 1 | ||
Series E 1 Preferred Stock [Member] | |||
STOCKHOLDERS’ DEFICIT | |||
Preferred stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Series A redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Series A redeemable convertible preferred stock, shares designated | 1,500 | 1,500 | 1,500 |
Series A redeemable convertible preferred stock, shares issued | 480 | 600 | 600 |
Series A redeemable convertible preferred stock, shares outstanding | 480 | 600 | 600 |
Series A redeemable convertible preferred stock, liquidation preference | $ 686,380 | $ 784,044 | |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common stock, shares, issued | 34,958,306 | 19,472,241 | |
Common stock, shares, outstanding | 34,958,306 | 19,472,241 | 2,079,898 |
Series B Preferred Stock [Member] | |||
Series A redeemable convertible preferred stock, shares outstanding | 2,500 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,500 | 2,500 | 2,500 |
Preferred stock, shares issued | 1,509 | 281 | |
Preferred stock, shares outstanding | 1,509 | 281 | 0 |
Series E Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 8,500 | 8,500 | |
Preferred stock, shares issued | 8,500 | 0 | |
Preferred stock, shares outstanding | 8,500 | 0 | |
Series E 1 Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 8,500 | 8,500 | |
Preferred stock, shares issued | 7,650 | 0 | |
Preferred stock, shares outstanding | 7,650 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
REVENUES | ||||||
OPERATING EXPENSES FROM CONTINUED OPERATIONS | ||||||
Payroll and related expenses | 540,450 | 192,912 | 5,555,471 | 608,029 | 372,938 | 650,160 |
Professional fees | 473,017 | 173,279 | 1,427,703 | 327,961 | 442,795 | 437,282 |
General and administrative | 18,839 | 16,884 | 64,887 | 121,692 | 146,207 | 42,251 |
Research and development expenses | 164,378 | 96,943 | 385,785 | 206,943 | 362,456 | |
Total Operating Expenses | 1,196,684 | 480,018 | 7,433,845 | 1,264,625 | 1,324,396 | 1,129,693 |
LOSS FROM CONTINUING OPERATIONS | (1,196,684) | (480,018) | (7,433,845) | (1,264,625) | (1,324,396) | (1,129,693) |
OTHER INCOME (EXPENSE) FROM CONTINUING OPERATIONS | ||||||
Financing costs including interest | (450) | (153,628) | (38,978) | (431,790) | (490,402) | (540,877) |
Change in fair value of convertible bridge notes | (1,343,236) | (1,666,422) | (3,170,236) | 1,057,877 | ||
Other miscellaneous income | 5,000 | |||||
Loss on equity method investment | 100,000 | (21,588) | ||||
Loss on convertible debt and other liabilities converted to equity | (390,068) | (834,903) | ||||
Gain on forgiveness of debt from Paycheck Protection Program | 142,942 | 142,942 | ||||
Loss on conversion of bridge notes including accrued interest and debt forgiveness | (503,762) | (744,505) | (503,762) | |||
Total Other (Expense) Income | 142,492 | (2,000,627) | (930,609) | (2,596,974) | (4,495,541) | 495,412 |
Loss from continuing operations before income taxes | (1,054,192) | (2,480,645) | (8,364,454) | (3,861,599) | (5,819,937) | (634,281) |
INCOME TAXES | ||||||
Loss from continuing operations | (1,054,192) | (2,480,645) | (8,364,454) | (3,861,599) | (5,819,937) | (634,281) |
DISCONTINUED OPERATIONS: | ||||||
Income (Loss) from discontinued operations before income taxes | 56,056 | 126,964 | 957,254 | (47,698) | ||
INCOME TAXES | ||||||
Income (Loss) from discontinued operations | 56,056 | 126,964 | 957,254 | (47,698) | ||
NET LOSS | (1,054,192) | (2,424,588) | (8,364,454) | (3,734,635) | (4,862,683) | (681,979) |
PREFERRED STOCK | ||||||
Series A convertible contractual dividends | (870,204) | (9,074) | (1,583,421) | (26,366) | (35,440) | (36,000) |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (1,924,396) | $ (2,433,633) | $ (9,947,875) | $ (3,761,001) | $ (4,898,123) | $ (717,979) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS: BASIC AND DILUTED: | ||||||
CONTINUING OPERATIONS | $ (0.06) | $ (1.05) | $ (0.36) | $ (1.69) | $ (1.06) | $ (0.32) |
DISCONTINUED OPERATIONS | 0.02 | 0.06 | 0.17 | (0.02) | ||
Earnings Per Share, Basic and Diluted | $ (0.06) | $ (1.03) | $ (0.37) | $ (1.64) | $ (0.88) | $ (0.34) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | 31,452,858 | 2,365,613 | 27,318,388 | 2,296,748 | 5,522,771 | 2,079,898 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member]Series B Preferred Stock [Member] | Preferred Stock [Member]Series E Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Deferred Stock Based Compensation [Member] | Additional Paid-in Capital [Member] | Stock Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2018 | $ 208 | $ 6,395,952 | $ (10,367,231) | $ (3,971,071) | |||||
Balance, shares at Dec. 31, 2018 | 2,079,898 | ||||||||
Stock-based compensation for services | 115,715 | 115,715 | |||||||
Stock-based compensation for services, shares | |||||||||
Series A, preferred stock contractual dividends | (36,000) | (36,000) | |||||||
Net loss | (681,979) | (681,979) | |||||||
Ending balance, value at Dec. 31, 2019 | $ 208 | 6,475,667 | (11,049,210) | (4,573,335) | |||||
Balance, shares at Dec. 31, 2019 | 2,079,898 | ||||||||
Stock-based compensation for services | $ 500 | (29,167) | 49,980 | $ 20,833 | |||||
Stock-based compensation for services, shares | 200,000 | 200,000 | |||||||
Series A, preferred stock contractual dividends | (8,317) | $ (8,317) | |||||||
Stock-based compensation expense and stock option modification | 24,327 | 24,327 | |||||||
Net loss | (437,402) | (437,402) | |||||||
Ending balance, value at Mar. 31, 2020 | $ 708 | (29,167) | 6,541,177 | (11,486,612) | (4,973,894) | ||||
Balance, shares at Mar. 31, 2020 | 2,279,898 | ||||||||
Beginning balance, value at Dec. 31, 2019 | $ 208 | 6,475,667 | (11,049,210) | (4,573,335) | |||||
Balance, shares at Dec. 31, 2019 | 2,079,898 | ||||||||
Net loss | (3,734,635) | ||||||||
Ending balance, value at Sep. 30, 2020 | $ 1,910 | 9,046,721 | (14,783,844) | (5,735,213) | |||||
Balance, shares at Sep. 30, 2020 | 14,297,967 | ||||||||
Beginning balance, value at Dec. 31, 2019 | $ 208 | 6,475,667 | (11,049,210) | (4,573,335) | |||||
Balance, shares at Dec. 31, 2019 | 2,079,898 | ||||||||
Stock-based compensation for services | $ 175 | (148,333) | 406,825 | 258,667 | |||||
Stock-based compensation for services, shares | 1,750,000 | ||||||||
Conversion of accrued salary and bonus, director fees, and promissory notes with related parties | $ 211 | 736,785 | $ 736,996 | ||||||
Conversion of accrued salary and bonus, director fees, and promissory notes with related parties, shares | 2,111,482 | 2,111,482 | |||||||
Conversion of debt to Series B preferred stock | 156,000 | $ 156,000 | |||||||
Conversion of debt to Series B preferred stock, shares | 156 | ||||||||
Conversion of debenture and promissory note with unrelated parties | $ 22 | 116,508 | $ 116,530 | ||||||
Conversion of debenture and promissory note with unrelated parties, shares | 218,686 | 218,686 | |||||||
Conversion of bridge notes and accrued interest to common stock | $ 1,331 | 3,016,168 | $ 3,017,499 | ||||||
Conversion of bridge notes and accrued interest to common stock, shares | 13,312,175 | 13,312,175 | |||||||
Series A, preferred stock contractual dividends | (35,440) | $ (35,440) | |||||||
Sale of Series B preferred stock | 125,000 | (25,000) | $ 100,000 | ||||||
Sale of Series B, preferred stock,shares | 125 | ||||||||
Balance, shares | 17,392,343 | ||||||||
Stock-based compensation expense and stock option modification | 24,327 | $ 24,327 | |||||||
Net loss | (4,862,683) | (4,862,683) | |||||||
Ending balance, value at Dec. 31, 2020 | $ 1,947 | (148,333) | 11,021,840 | (25,000) | (15,911,895) | (5,061,441) | |||
Balance, shares at Dec. 31, 2020 | 281 | 281 | 19,472,241 | ||||||
Beginning balance, value at Mar. 31, 2020 | $ 708 | (29,167) | 6,541,177 | (11,486,612) | (4,973,894) | ||||
Balance, shares at Mar. 31, 2020 | 2,279,898 | ||||||||
Stock-based compensation for services | 25,000 | 25,000 | |||||||
Stock-based compensation for services, shares | |||||||||
Series A, preferred stock contractual dividends | (8,975) | (8,975) | |||||||
Net loss | (872,645) | (872,645) | |||||||
Ending balance, value at Jun. 30, 2020 | $ 708 | (4,167) | 6,532,202 | (12,359,257) | (5,830,514) | ||||
Balance, shares at Jun. 30, 2020 | 2,279,898 | ||||||||
Stock-based compensation for services | $ 60 | 4,167 | 126,940 | 131,167 | |||||
Stock-based compensation for services, shares | 600,000 | ||||||||
Conversion of bridge notes and accrued interest to common stock | $ 1,142 | 2,396,653 | 2,397,795 | ||||||
Conversion of bridge notes and accrued interest to common stock, shares | 11,418,069 | ||||||||
Series A, preferred stock contractual dividends | (9,074) | (9,074) | |||||||
Net loss | (2,424,588) | (2,424,588) | |||||||
Ending balance, value at Sep. 30, 2020 | $ 1,910 | 9,046,721 | (14,783,844) | (5,735,213) | |||||
Balance, shares at Sep. 30, 2020 | 14,297,967 | ||||||||
Beginning balance, value at Dec. 31, 2020 | $ 1,947 | (148,333) | 11,021,840 | (25,000) | (15,911,895) | (5,061,441) | |||
Balance, shares at Dec. 31, 2020 | 281 | 281 | 19,472,241 | ||||||
Stock-based compensation for services | $ 25 | 115,000 | 537,367 | 652,392 | |||||
Stock-based compensation for services, shares | 250,000 | ||||||||
Conversion of debenture and promissory note with unrelated parties | $ 623 | 515,005 | 515,068 | ||||||
Conversion of debenture and promissory note with unrelated parties, shares | 632,995 | ||||||||
Conversion of bridge notes and accrued interest to common stock | $ 664 | 4,377,824 | 4,378,488 | ||||||
Conversion of bridge notes and accrued interest to common stock, shares | 6,627,692 | ||||||||
Conversion of Series A preferred stock to common stock | $ 75 | 662,425 | (542,500) | 120,000 | |||||
Balance, shares | 750,000 | ||||||||
Series A, preferred stock contractual dividends | (7,899) | (7,899) | |||||||
Sale of Series B preferred stock | $ 2 | 2,195,998 | 25,000 | 2,221,000 | |||||
Sale of Series B, preferred stock,shares | 2,196 | ||||||||
Issuance of Series B, conversion of notes payable to preferred stock | 23,000 | 23,000 | |||||||
Balance, shares | 23 | ||||||||
Stock-based compensation to employees and directors | $ 1 | (4,141,777) | 6,527,999 | 2,386,223 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 8,500 | ||||||||
Net loss | (4,406,059) | (4,406,059) | |||||||
Ending balance, value at Mar. 31, 2021 | $ 2 | $ 1 | $ 2,774 | (4,175,110) | 25,853,559 | (20,860,454) | 820,772 | ||
Balance, shares at Mar. 31, 2021 | 2,500 | 8,500 | 27,732,928 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 1,947 | (148,333) | 11,021,840 | (25,000) | (15,911,895) | (5,061,441) | |||
Balance, shares at Dec. 31, 2020 | 281 | 281 | 19,472,241 | ||||||
Net loss | (8,364,454) | ||||||||
Ending balance, value at Sep. 30, 2021 | $ 2 | $ 1 | $ 3,496 | (1,307,593) | 27,243,381 | (25,837,433) | 101,854 | ||
Balance, shares at Sep. 30, 2021 | 1,509 | 8,500 | 34,958,306 | ||||||
Beginning balance, value at Mar. 31, 2021 | $ 2 | $ 1 | $ 2,774 | (4,175,110) | 25,853,559 | (20,860,454) | 820,772 | ||
Balance, shares at Mar. 31, 2021 | 2,500 | 8,500 | 27,732,928 | ||||||
Stock-based compensation for services | 33,333 | 7,841 | 41,174 | ||||||
Series A, preferred stock contractual dividends | (7,180) | (7,180) | |||||||
Stock-based compensation to employees and directors | 2,439,249 | 2,439,249 | |||||||
Compensation expense due to warrant modification | 155,639 | (155,639) | |||||||
Net loss | (2,904,203) | (2,904,203) | |||||||
Ending balance, value at Jun. 30, 2021 | $ 2 | $ 1 | $ 2,774 | (1,702,528) | 26,009,859 | (23,920,296) | 389,812 | ||
Balance, shares at Jun. 30, 2021 | 2,500 | 8,500 | 27,732,928 | ||||||
Conversion of bridge notes and accrued interest to common stock, shares | 6,525,378 | ||||||||
Series A, preferred stock contractual dividends | (7,259) | (7,259) | |||||||
Stock-based compensation to employees and directors | 394,935 | 32,192 | 427,127 | ||||||
Conversion of Series B preferred stock to common stock | $ 652 | (652) | |||||||
Balance, shares | (991) | 6,525,378 | |||||||
Incremental value from warrant modifications | 694,575 | (694,575) | |||||||
Compensation expense due to warrant modification | 101,366 | 101,366 | |||||||
Issuance of stock for services | $ 70 | 244,930 | 245,000 | ||||||
Balance, shares | 700,000 | ||||||||
Cumulative contractual dividends of Series B preferred stock | 115,309 | (115,309) | |||||||
Cumulative contractual dividends of Series B preferred stock converted to common stock | 53,061 | (53,061) | |||||||
Net loss | (1,054,192) | (1,054,192) | |||||||
Ending balance, value at Sep. 30, 2021 | $ 2 | $ 1 | $ 3,496 | $ (1,307,593) | $ 27,243,381 | $ (25,837,433) | $ 101,854 | ||
Balance, shares at Sep. 30, 2021 | 1,509 | 8,500 | 34,958,306 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net Loss | $ (8,364,454) | $ (3,734,635) | $ (4,862,683) | $ (681,979) |
Adjustments to reconcile net loss to net cash provided by operations: | ||||
Stock-based compensation for services | 1,039,932 | 177,000 | 258,667 | 115,715 |
Depreciation | 354 | |||
Loss on equity investment | 21,588 | |||
Stock-based compensation to employees and directors | 5,252,599 | |||
Stock-based compensation and stock option modification | 24,327 | 24,327 | ||
Loss on conversion of bridge notes and accrued interest | 744,505 | 495,320 | ||
Loss on conversion of debentures and notes payable with unrelated parties | 390,068 | 68,373 | ||
Loss on conversion of accrued salary and bonus, director fees, and notes payable with related parties | 271,210 | |||
Change in fair value of convertible bridge notes | 1,666,422 | |||
Amortization of debt issuance costs | 1,250 | 1,250 | 5,000 | |
Paid-in-kind interest - convertible bridge notes | 35,983 | 427,360 | 484,031 | 535,877 |
Loss on extinguishment of debt | 503,762 | |||
Gain on forgiveness of debt | (142,942) | |||
Gain on forgiveness or assumption of notes payable and accrued expenses | (1,032,160) | |||
Changes in operating assets and liabilities | ||||
Increase in prepaid expenses and other current assets | (6,301) | (1,335) | (5,231) | (7,665) |
Deferred offering costs | (35,000) | |||
Increase in accounts payable and accrued expenses | (44,393) | 75,278 | 174,690 | 43,171 |
Increase accrued payroll and related expenses | 194,881 | 152,657 | 150,000 | |
Increase in contract liabilities - related party | (117,667) | |||
Increase in accrued interest – related party | 50,803 | 15,426 | ||
Increase in accrued interest | 5,611 | |||
Increase in accrued interest– related parties | 1,478 | 45,572 | ||
Net cash used in operating activities | (1,128,525) | (620,118) | (742,899) | (978,057) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from notes payable - related parties | 335,873 | 338,373 | 788,500 | |
Repayment on promissory notes – related party | (33,492) | |||
Repayments on notes payable - related parties | (1,590) | |||
Proceeds from convertible notes payable | 142,500 | 30,000 | ||
Proceeds from notes payable - unrelated parties | 171,000 | |||
Proceeds from issuance of Series B Preferred Stock | 2,221,000 | 100,000 | ||
Proceeds from Paycheck Protection Program | 142,942 | 142,942 | ||
Net cash provided by financing activities | 2,187,508 | 621,315 | 750,725 | 818,500 |
NET INCREASE (DECREASE) IN CASH | 1,058,983 | 1,197 | 7,826 | (159,557) |
CASH - Beginning of year | 8,304 | 478 | 478 | 160,035 |
CASH - End of year | 1,067,287 | 1,675 | 8,304 | 478 |
SUPPLEMENTAL CASH FLOW DISCLOSURES: | ||||
Payment of interest in cash | ||||
Payment of income taxes | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Accrual of contractual dividends on Series A convertible preferred stock | 22 | 26,366 | 35,440 | 36,000 |
Accrual of contractual dividends on Series B convertible preferred stock | 168,370 | |||
Deemed dividend on conversion of Series A preferred stock to common stock | 542,500 | |||
Deemed Dividend on warrant modifications | 850,214 | |||
Conversion of convertible bridge notes and accrued interest of common stock, fair value | 3,633,983 | 2,511,975 | 2,531,438 | |
Conversion of debentures and notes payable with unrelated parties to common stock | 125,000 | 48,811 | ||
Conversion of Series A preferred stock to common stock | 120,000 | |||
Conversion of notes payable with related parties to Series B preferred stock and warrants | 23,000 | |||
Change in fair value of convertible bridge notes | $ 1,666,422 | 3,170,236 | (1,057,877) | |
Investment purchased with a subscription payable | 21,588 | |||
Conversion of accrued salary and bonus, director fees, and notes payable with related parties to common stock | 464,526 | |||
Conversion of notes payable to Series B Preferred Stock | 156,000 | |||
Series B Preferred Stock purchased with a stock subscription receivable | $ 25,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS QSAM Biosciences Inc. (hereinafter the “Company”, “we”, “our”, “us”), incorporated in Delaware on August 26, 2004, is currently engaged in the business of developing a novel radiopharmaceutical drug candidate for the treatment of bone cancer. This business line commenced in earnest in the fourth fiscal quarter of 2020 as a result of the separation and transfer pursuant to an Omnibus Separation Agreement dated November 6, 2020 (the “Separation Agreement”) of the Company’s prior business of managing compost and soil manufacturing facilities (the “Legacy Business”) through an unconsolidated investee entity called Earth Property Holdings LLC, a Delaware limited liability company (“EPH”). Pursuant to the Separation Agreement, the Company transferred to EPH all assets and related liabilities in connection with the Legacy Business in return for a forgiveness of debt. The financial statements presented herein have been adjusted to account for the Legacy Business as discontinued operations (see Note 4 – Separation Agreement and Note 9 – Discontinued Operations). The Company sold its entire equity interest in EPH to a third party in the first quarter of 2021 for $ 100,000 In April 2020, the Company established QSAM Therapeutics Inc. (“QSAM”) as a wholly-owned subsidiary incorporated in the state of Texas, and through QSAM, executed a Patent and Technology License Agreement and Trademark Assignment (the “License Agreement”) with IGL Pharma, Inc. (“IGL”). The License Agreement provides QSAM with exclusive, worldwide and sub-licensable rights to all of IGL’s patents, product data and knowhow with respect to Samaium-153 DOTMP aka CycloSam® (the “Technology”), a clinical stage novel radiopharmaceutical meant to treat different types of bone cancer and related diseases. In connection with the transition to the biosciences sector, the Company changed its name to QSAM Biosciences Inc. on September 4, 2020, and subsequently changed its stock symbol to QSAM, to better reflect its business moving forward. On September 4, 2020, the Company completed a 25:1 reverse stock split of its common shares. Prior to 2017, the Company owned and licensed technology that converts waste fuels and heat to power, which it sold to a licensee in August of that year. Much of these operations were conducted through a wholly-owned subsidiary of the Company called Q2Power Corp. (“Q2P”), which still exists but has no current operations. Q2P and QSAM are sometimes referred to herein as the “Subsidiary”. Formerly, the Company’s name was Q2Power Technologies, Inc., and before that, Anpath Group, Inc. The recent outbreak of the novel coronavirus (COVID-19) is impacting worldwide economic activity. COVID-19 poses the risk that we or our employees and our other partners may be prevented from conducting business activities for an indefinite period of time, including due to the spread of the disease or shutdowns that may be requested or mandated by governmental authorities. While it is not possible at this time to estimate the full impact that COVID-19 could have on our business, the continued spread of COVID-19 could disrupt our research and development of CycloSam and other related activities, which could have a material adverse effect on our business, financial condition and results of operations. In addition, a severe or prolonged economic downturn could result in a variety of risks to the business. While we have not yet experienced any material disruptions in our business or other negative consequences relating to COVID-19, the extent to which the COVID-19 pandemic impacts our results will depend on future developments that are highly uncertain and cannot be predicted. | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS QSAM Biosciences Inc. (f/k/a Q2Earth, Inc.) (hereinafter the “Company”, “we”, “our”, “us”), incorporated in Delaware on August 26, 2004, is currently engaged in the business of developing a novel radiopharmaceutical drug candidate for the treatment of bone cancer. This business line commenced in earnest in the fourth fiscal quarter of 2020 as a result of the separation and transfer pursuant to an Omnibus Separation Agreement dated November 6, 2020 (the “Separation Agreement”) of the Company’s prior business of managing compost and soil manufacturing facilities (the “Legacy Business”) through an unconsolidated investee entity called Earth Property Holdings LLC, a Delaware limited liability company (“EPH”). Pursuant to the Separation Agreement, the Company transferred to EPH all assets and related liabilities in connection with the Legacy Business in return for a forgiveness of debt. The financial statements presented herein have been adjusted to account for the Legacy Business as discontinued operations (see Notes 4 – Separation Agreement and 9 – Discontinued Operations). The Company owns approximately an 18% 100,000 In April 2020, the Company established QSAM Therapeutics Inc. (“QSAM”) as a wholly-owned subsidiary incorporated in the state of Texas, and through QSAM, executed a Patent and Technology License Agreement and Trademark Assignment (the “License Agreement”) with IGL Pharma, Inc. (“IGL”). The License Agreement provides QSAM with exclusive, worldwide and sub-licensable rights to all of IGL’s patents, product data and knowhow with respect to Samaium-153 DOTMP aka CycloSam® (the “Technology”), a clinical stage novel radiopharmaceutical meant to treat different types of bone cancer and related diseases. The establishment of QSAM and execution of the License Agreement and the Separation Agreement are part of the Company’s strategic plan to transition its business into the broader biosciences sector which currently is the Company’s focus. In connection with the transition to the biosciences sector, the Company changed its name to QSAM Biosciences Inc. on September 4, 2020, and subsequently changed its stock symbol to QSAM, to better reflect its business moving forward. On September 4, 2020, the Company completed a 25:1 reverse stock split of its common shares Prior to 2017, the Company owned and licensed technology that converts waste fuels and heat to power, which it sold to a licensee in August of that year. Much of these operations were conducted through a wholly-owned subsidiary of the Company called Q2Power Corp. (“Q2P”), which still exists but has no current operations. Q2P and QSAM are sometimes referred to herein as the “Subsidiaries”. Formerly, the Company’s name was Q2Power Technologies, Inc., and before that, Anpath Group, Inc. The recent outbreak of the novel coronavirus (COVID-19) is impacting worldwide economic activity. COVID-19 poses the risk that we or our employees and other partners may be prevented from conducting business activities for an indefinite period of time, including due to the spread of the disease or shutdowns that may be requested or mandated by governmental authorities. While it is not possible at this time to estimate the full impact that COVID-19 could have on our business, the continued spread of COVID-19 could disrupt our research and development of CycloSam and other related activities, which could have a material adverse effect on our business, financial condition and results of operations . In addition, a severe or prolonged economic downturn could result in a variety of risks to the business . While we have not yet experienced any material disruptions in our business or other negative consequences relating to COVID-19, the extent to which the COVID-19 pandemic impacts our results will depend on future developments that are highly uncertain and cannot be predicted. |
BASIS OF PRESENTATION AND GOING
BASIS OF PRESENTATION AND GOING CONCERN | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BASIS OF PRESENTATION AND GOING CONCERN | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN The accompanying unaudited condensed financial statements are prepared in accordance with Rule 8-01 of Regulation S-X of the Securities Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures included in these unaudited condensed financial statements are adequate to make the information presented not misleading. The unaudited condensed financial statements included in this document have been prepared on the same basis as the annual financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with US GAAP and SEC regulations for interim financial statements. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that the Company will have for any subsequent period or for the calendar year ended December 31, 2021. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2020 which was filed with the SEC on April 15, 2021. The Company raised a total of $ 2,851,908 in convertible bridge notes (the “Bridge Notes”) starting in March 2017 and ending in 2019. In 2020, $ 2,928,679 of the Bridge Notes inclusive of principal and accrued and capitalized interest were converted by the holders into 13,312,175 shares of common stock. As of March 31, 2021, all remaining Bridge Notes of $ 1,447,315 inclusive of principal and accrued and capitalized interest were converted into 6,578,701 shares of common stock. There are no Bridge Notes currently outstanding as of September 30, 2021. The Company’s convertible debentures of $ 35,000 and $ 480,000 of redeemable convertible preferred stock was in default as of September 30, 2021. Management is in discussions with the holders of these debt and equity securities to reach an agreement to convert the outstanding balances into common stock or otherwise amend the respective maturity and redemption dates. For the nine months ended September 30, 2021, the Company used net cash in operating activities for its continuing operations of $ 1,128,525 8,364,454 25,837,433 1,067,287 The Company has supported operations through the issuance of common stock, preferred stock and debt over the last 12 months. This includes the Series B preferred stock offering in the first quarter of 2021, the recent exercise of warrants issued in connection with the Series B offering, and also a recent convertible debt offering conducted after the end of the third quarter of 2021. Management expects expenses to increase in 2022 as our drug technology enters into clinical trials, and as a result, we will need to raise additional capital to support these operations. Management believes that it can do so through equity raises in 2022; however, there is no guarantee that such plan will be successful. If we are not successful in raising additional capital, we may need to delay clinical trials, reduce overhead, or in the most extreme scenario, shut down operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. There is no guarantee whether the Company will be able to generate revenue and/or raise capital sufficient to support its continuing operations. The ability of the Company to continue as a going concern is dependent on management’s plans which include implementation of its business model to develop and commercialize its drug candidate, seek strategic partnerships to advance clinical trials and other research endeavors which could provide additional capital to the Company, and continue to raise funds for the Company through equity or debt offerings. There is no assurance, however, that the Company will be successful in raising the needed capital and, if funding is available, that it will be available on terms acceptable to the Company. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. In January 2021, the Company closed a $ 2.5 Subsequent to September 30, 2021, eight non-affiliated investors in the Company’s Series B Preferred stock exercised their warrants at $ 0.25 467,858 35,714 1,871,432 142,857 Also, subsequent to September 30, 2021, the Company issued six convertible promissory notes in a private placement offering among six non-affiliated accredited investors in the total amount of $ 555,000 December 31, 2023 5 6 925,001 0.60 October 31, 2022 | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN For the year ended December 31, 2020, the Company used cash in operating activities for its continuing operations of $ 742,899 4,862,683 15,911,895 The Company raised a total of $ 2,851,908 2,928,679 13,312,175 1.4 The Company’s convertible debentures totaling $ 137,500 600,000 35,000 480,000 As of December 31, 2020, the Company had a working capital deficit of $ 4,168,618 These conditions raise substantial doubt about the Company’s ability to continue as a going concern. There is no guarantee whether the Company will be able to generate revenue and/or raise capital sufficient to support its continuing operations. The ability of the Company to continue as a going concern is dependent on management’s plans which include implementation of its business model to develop and commercialize its drug candidate, seek strategic partnerships to advance clinical trials and other research endeavors which could provide additional capital to the Company, and continue to raise funds for the Company through equity or debt offerings. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. In 2018, the Company signed an eight-year Management Agreement with EPH to oversee all of the operations of EPH and its acquired subsidiaries for an initial annual fee of $ 200,000 124,999 19.9% 50,000 53,970 21,588 500,000 Our net loss from continuing operations in 2020 and 2019 resulted largely from activities related to the public company and in 2020 also from certain license and research expenses in connection with the continuing operations of the Company’s drug development business. All income and losses related to expenses from the Legacy Business are included in discontinued operations (see Note 9 - Discontinued Operations). Management is taking steps to improve its balance sheet and negative cashflow. Commencing in December 2020 and closing in February 2021, management raised $ 2.5 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The unaudited condensed financial statements include the accounts of the Company and its Subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. References herein to the Company include the Company and its Subsidiary unless the context otherwise requires. Cash and Cash Equivalents The Company considers cash, short-term deposits, and other investments with original maturities of no more than ninety days when acquired to be cash and cash equivalents for the purposes of the statement of cash flows. The Company maintains cash balances at one financial institution and has experienced no losses with respect to amounts on deposit. The Company held no Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers (“ASC 606”) and all the related amendments. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than previously required under U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company had no Stock Based Compensation The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “ Share Based Payment The Black-Scholes option pricing valuation method is used to determine fair value of stock options consistent with ASC 718, “ Share Based Payment”. Research and Development Research and development costs are expensed as incurred. Research and development costs were $ 164,378 385,785 96,943 206,943 Fair Value Measurement The Company measures fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s convertible Bridge Notes are valued by using Monte Carlo Simulation methods and discounted future cash flow models. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These convertible Bridge Notes do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy. Equity Method Investment Investments in partnerships, joint ventures and less-than majority-owned subsidiaries in which we have significant influence are accounted for under the equity method. The Company’s consolidated net income includes the Company’s proportionate share of the net income or loss of our equity method investee. When we record our proportionate share of net income, it increases income (loss) — net in our consolidated statements of operations and our carrying value in that investment. Conversely, when we record our proportionate share of a net loss, it decreases income (loss) — net in our consolidated statements of income and our carrying value in that investment. The Company’s proportionate share of the net income or loss of our equity method investees includes significant operating and nonoperating items recorded by our equity method investee. These items can have a significant impact on the amount of income (loss) — net in our consolidated statements of operations and our carrying value in those investments. The Company divested its investment in its equity method investee in March 2021. Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations The Company disposed of a component of its business pursuant to a Separation Agreement in November 2020, which met the definition of a discontinued operation. Accordingly, the operating results of the business disposed are reported as income (loss) from discontinued operations in the accompanying unaudited condensed statements of operations for the three months ended September 30, 2021 and 2020. For additional information, see Note 4 – Separation Agreement and Note 9 - Discontinued Operations. Income Taxes Income taxes are accounted for under the asset and liability method as stipulated by FASB ASC 740, “ Income Taxes A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized. In the event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of September 30, 2021 and December 31, 2020, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities; however, federal returns have not been filed since the Company’s inception in 2014. Such delinquencies are being resolved by management and a retained tax expert. Interest and penalties related to any unrecognized tax benefits is recognized in the unaudited condensed consolidated financial statements as a component of income taxes. The Company will need to be in compliance with the tax authorities by filing past federal and state income tax returns. Basic and Diluted Loss Per Share Net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period plus any potentially dilutive shares related to the issuance of stock options, shares from the issuance of stock warrants, shares issued from the conversion of redeemable convertible preferred stock and shares issued for the conversion of convertible debt. As of September 30, 2021, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Shares from the conversion of Series B Preferred Stock not inclusive of dividends 9,431,250 Shares from the conversion of Series E-1 Preferred Stock (subject to vesting in 2021 through 2023 8,500,000 Shares from common stock options 1,112,619 Shares from common stock warrants 7,559,289 Shares from the conversion of debentures 218,750 Shares from the conversion of redeemable convertible preferred stock (based upon an assumed conversion price at September 30, 2021 of $ 0.16 4,286,875 As of September 30, 2020, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive: Shares from common stock options 468,619 Shares from common stock warrants 46,154 Shares from the conversion of debentures 66,000 Shares that may be converted from Bridge Notes (based upon an assumed conversion price at September 30, 2020 of $ 1.98 8,079,617 Shares from the conversion of redeemable convertible preferred stock (inclusive of cumulative dividends which may be converted to shares of common stock under certain conditions). 3,522,591 Significant Estimates U.S. Generally Accepted Accounting Principles (“GAAP”) requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements, the reported amounts of revenues and expenses, cash flows and the related footnote disclosures during the period. On an on-going basis, the Company reviews and evaluates its estimates and assumptions, including, but not limited to, those that relate to the fair value of stock-based compensation fair value of convertible bridge notes, and a valuation allowance on deferred tax assets and contingencies. Actual results could differ from these estimates. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its unaudited financial statements. Reclassifications Certain reclassifications of prior year amounts have been made to conform to the 2021 presentation. These reclassifications had no effect on net loss or loss per share as previously reported. Concentration of Risk The Company expects cash to be the asset most likely to subject the Company to concentrations of credit risk. The Company’s bank deposits may at times exceed federally insured limits. The Company’s policy is to maintain its cash with high credit quality financial institutions to limit its risk of loss exposure. The Company’s cash balance as of September 30, 2021, is in excess of FDIC limits in the amount of approximately $ 808,800 The Company is subject to a number of risks similar to those of other companies at a clinical-stage for radiopharmaceutical drug candidates, including dependence on key individuals; the need to develop commercially viable therapeutics; competition from other companies, many of which are larger and better capitalized; and the need to obtain adequate additional financing to fund the development of its products. The Company currently depends on third-party, suppliers for key materials and services used in its research and development manufacturing process, and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply the Company with adequate materials and services. The Company had no Fair Value of Financial Instruments In accordance with Accounting Standards Codification (“ASC”) 825, Financial Instruments Other financial instruments, including accounts payable, accrued liabilities and short-term debt, are carried at cost, which approximates fair value given their short-term nature. Deferred Offering Cost Costs incurred prior to an equity offering are capitalized until the offering occurs. Upon the equity offering, all accumulated costs are charged against proceeds. If the Company determines that the equity offering will not occur, the accumulated costs are charged to operations. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, the Company views its operations and manages its business as one segment. | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its Subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. References herein to the Company include the Company and its Subsidiaries unless the context otherwise requires. Cash The Company considers cash, short-term deposits, and other investments with original maturities of no more than ninety days when acquired to be cash and cash equivalents for the purposes of the statement of cash flows. The Company maintains cash balances at two financial institutions and has experienced no losses with respect to amounts on deposit. The Company held no Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606, “Revenue from Contracts with Customers (“ASC 606”) and all the related amendments. The Company elected to adopt this guidance using the modified retrospective method. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations, or cash flows. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than previously required under U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company had no Stock Based Compensation The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “ Share Based Payment The Black-Scholes option pricing valuation method is used to determine fair value of stock options consistent with ASC 718, “ Share Based Payment”. Research and Development Research and development costs are expensed as incurred. Research and development costs were $ 362,456 Fair Value Measurement The Company measures fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s convertible Bridge Notes are valued by using Monte Carlo Simulation methods and discounted future cash flow models. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These convertible Bridge Notes do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy. Equity Method Investment Investments in partnerships, joint ventures and less-than majority-owned subsidiaries in which we have significant influence are accounted for under the equity method. The Company’s consolidated net income includes the Company’s proportionate share of the net income or loss of our equity method investee. When we record our proportionate share of net income, it increases income (loss) — net in our consolidated statements of operations and our carrying value in that investment. Conversely, when we record our proportionate share of a net loss, it decreases income (loss) — net in our consolidated statements of income and our carrying value in that investment. The Company’s proportionate share of the net income or loss of our equity method investees includes significant operating and nonoperating items recorded by our equity method investee. These items can have a significant impact on the amount of income (loss) — net in our consolidated statements of operations and our carrying value in those investments. Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations The Company disposed of a component of its business pursuant to a Separation Agreement in November 2020, which met the definition of a discontinued operation. Accordingly, the operating results of the business disposed are reported as income (loss) from discontinued operations in the accompanying consolidated statements of operations for the years ended December 31, 2020, and 2019. For additional information, see Note 4 – Separation Agreement and Note 14 - Discontinued Operations. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives of the assets as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Years Furniture and equipment 7 Computers 5 Expenditures for maintenance and repairs are charged to operations as incurred. Income Taxes Income taxes are accounted for under the asset and liability method as stipulated by FASB ASC 740, “ Income Taxes A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized In the event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of December 31, 2020, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities; however, federal returns have not been filed since the Company’s inception in 2014. Such delinquencies are being resolved by management and a retained tax expert. Interest and penalties related to any unrecognized tax benefits is recognized in the consolidated financial statements as a component of income taxes. Basic and Diluted Loss Per Share Net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period plus any potentially dilutive shares related to the issuance of stock options, shares from the issuance of stock warrants, shares issued from the conversion of redeemable convertible preferred stock and shares issued for the conversion of convertible debt. At December 31, 2020, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive (all shares adjusted to reflect a 25:1 reverse stock split effected on September 4, 2020): SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Shares from the conversion of Series B Preferred Stock 1,756,250 Shares from the conversion of Series E-1 Preferred Stock (subject to vesting in 2021 through 2023 and potential forfeiture 7,650,000 Shares from common stock options 468,619 Shares from common stock warrants 46,154 Shares from the conversion of debentures 625,000 Shares that may be converted from Bridge Notes (based upon an assumed conversion price at December 31, 2020 of $ 0.22 6,578,702 Shares from the conversion of redeemable convertible preferred stock (based upon an assumed conversion price at December 31, 2020 of $ 0.22 2,727,273 At December 31, 2019, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive (all shares adjusted to reflect a 25:1 reverse stock split effected on September 4, 2020): Shares from common stock options 340,619 Shares from common stock warrants 126,154 Shares from the conversion of debentures 66,000 Shares that may be converted from Bridge Notes (based upon an assumed conversion price at December 31, 2019 of $ 2.10 2,858,671 Shares from the conversion of redeemable convertible preferred stock (not inclusive of cumulative dividends which may be converted to shares of common stock under certain conditions). 299,442 Significant Estimates U.S. Generally Accepted Accounting Principles (“GAAP”) requires the Company to make judgments, 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, the reported amounts of revenues and expenses, cash flows and the related footnote disclosures during the period. On an on-going basis, the Company reviews and evaluates its estimates and assumptions, including, but not limited to, those that relate to the fair value of stock based compensation fair value of convertible bridge notes, and deferred the valuation allowance on deferred tax assets and contingencies. Actual results could differ from these estimates. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842) In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued guidance that amends fair value disclosure requirements. The guidance removes disclosure requirements on the transfers between Level 1 and Level 2 of the fair value hierarchy in addition to the disclosure requirements on the policy for timing of transfers between levels and the valuation process for Level 3 fair value measurements. The guidance clarifies the measurement uncertainty disclosure and adds disclosure requirements for Level 3 unrealized gains and losses and significant unobservable inputs used to develop Level 3 fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019. Entities are permitted to early adopt any removed or modified disclosures upon issuance and delay adoption of the additional disclosures until the effective date. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and disclosures. Reclassifications Certain reclassifications of prior year amounts have been made to conform to the 2020 presentation. These reclassifications had no effect on net loss or loss per share as previously reported. Concentration of Risk The Company expects cash to be the asset most likely to subject the Company to concentrations of credit risk. The Company’s bank deposits may at times exceed federally insured limits. The Company’s policy is to maintain its cash with high credit quality financial institutions to limit its risk of loss exposure. The Company had no revenue from its continuing operations in 2020 and 2019. Revenue included in discontinued operations was generated from one related customer in 2020 and two related customers in 2019. |
SEPARATION AGREEMENT
SEPARATION AGREEMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Separation Agreement | ||
SEPARATION AGREEMENT | NOTE 4 – SEPARATION AGREEMENT On November 6, 2020, the Company entered into the Separation Agreement with its unconsolidated investee, EPH. The Company’s board of directors approved the Separation Agreement in support of the Company’s previously disclosed plan to secure new technologies and business opportunities in the broader biosciences sector, and to significantly reduce debt and liabilities of the Company and eliminate under-performing assets and agreements. The Separation Agreement resulted in the discontinuance of the Company’s management of businesses and assets focused on compost and soil manufacturing to focus solely on the development of its exclusively licensed pharmaceutical Technology, as well as other drug candidates that it may license or otherwise secure in the future. Pursuant to the Separation Agreement: ● The Management Agreement, dated January 18, 2019, as amended, between EPH and the Company was terminated by mutual agreement of the parties. Fees from this agreement constituted most of the Company’s revenue over the prior two years. ● In lieu of any severance or other termination payments due under the Management Agreement, EPH released the Company from a total of $ 993,985 114,700 0.22 ● The Company agreed to transfer to EPH its license agreement with Agrarian Technologies LLC and Mulch Masters Inc. for the ABS soil enhancement product and all associated knowhow, trade secrets and trademark/service marks. Accrued license fees in connection with this license agreement were also assumed by EPH in the amount of $ 37,500 ● The prior officers and employees of the Company engaged in the Legacy Business were released from any non-competition, non-solicitation or other restricted covenant pursuant to their respective employment agreements. Effective October 1, 2020, several of these employees had already separated from the Company. ● EPH received the right in its sole discretion to use the name “Q2Earth” in all jurisdictions of the United States and worldwide. Pursuant to ASC 205-20 Presentation of Financial Statements: Discontinued Operations | NOTE 4 – SEPARATION AGREEMENT On November 6, 2020, the Company entered into the Separation Agreement with its unconsolidated investee, EPH. The Company’s board of directors approved the Separation Agreement in support of the Company’s previously disclosed plan to secure new technologies and business opportunities in the broader biosciences sector, and to significantly reduce debt and liabilities of the Company and eliminate under-performing assets and agreements. The Separation Agreement resulted in the discontinuance of the Company’s management of businesses and assets focused on compost and soil manufacturing to focus solely on the development of its exclusively licensed pharmaceutical Technology, as well as other drug candidates that it may license or otherwise secure in the future. Pursuant to the Separation Agreement: ● The Management Agreement, dated January 18, 2019, as amended, between EPH and the Company was terminated by mutual agreement of the parties. Fees from this agreement constituted most of the Company’s revenue over the prior two years. ● In lieu of any severance or other termination payments due under the Management Agreement, EPH released the Company from a total of $ 993,985 114,700 0.22 ● The Company agreed to transfer to EPH its license agreement with Agrarian Technologies LLC and Mulch Masters Inc. for the ABS soil enhancement product and all associated knowhow, trade secrets and trademark/service marks. Accrued license fees in connection with this license agreement were also assumed by EPH in the amount of $ 37,500 ● The prior officers and employees of the Company engaged in the Legacy Business were released from any non-competition, non-solicitation or other restricted covenant pursuant to their respective employment agreements. Effective October 1, 2020, several of these employees had already separated from the Company. ● EPH received the right in its sole discretion to use the name “Q2Earth” in all jurisdictions of the United States and worldwide. Pursuant to ASC 205-20 Presentation of Financial Statements: Discontinued Operations |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
EQUITY METHOD INVESTMENT | NOTE 5 – EQUITY METHOD INVESTMENT During November 2018, the Company invested $ 50,000 19.9% 21,588 19.9% 100,000 Our prior Chairman and CEO of the Company, also serves as President of EPH; and Christopher Nelson, General Counsel and Director of the Company, also serves as General Counsel and Secretary of EPH. See Note 6 – Related Party Transactions for transactions with our equity method investment during the three and nine months ended September 30, 2021 and 2020. | NOTE 5 – EQUITY METHOD INVESTMENT During November 2018, the Company invested $ 50,000 19.9% 21,588 19.9% For the year ended December 31, 2020, EPH generated $ 11,676,137 2,121,397 1,110,674 114,700 Our prior Chairman and CEO of the Company, also serves as President of EPH; and Christopher Nelson, General Counsel and Director of the Company, also serves as General Counsel and Secretary of EPH. See Note 6 – Related Party Transactions for transactions with our equity method investment during the years ended December 31, 2020 and 2019. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS The Company currently has a License Agreement with IGL Pharma, Inc., an entity in which the Company’s Executive Chairman serves as President, holds options to purchase less than a 1% non-controlling equity interest and receives a $ 500 per month fee (see Note 12). The Company currently maintains an executive office in Florida, which is leased by an investment firm in which the Company’s General Counsel serves as an officer but does not hold any equity or voting rights. The Company has no formal agreement for this space and pays no rent. During the three and months ended September 30, 2020, the Company received $ 174,999 524,997 no t receive any revenue from EPH for any period in 2021. Due to the Separation Agreement disclosed in Note 4, management fee revenues received during the period ended September 30, 2020 have been presented on the statement of operations as discontinued operations (see Note 9 – Discontinued Operations). Management fee revenues were the Company’s primary source of revenue during that period. In the nine-month period ended September 30, 2021, the Company paid to EPH $ 34,136 arising from notes payable and accrued interest which was included in notes payable-related parties in prior periods in the consolidated balance sheet. During the year ended December 31, 2020, the Company received $ 45,500 of proceeds from short-term notes payable with officers and directors of the Company bearing interest at 10% . As of September 30, 2021, $ 7,500 of principal remains outstanding on certain of these short-term notes payable. During the nine months ended September 30, 2021, $ 23,000 of these short-term notes payable was converted into 23 shares of the Company’s Series B preferred stock at a conversion ratio of $ 1,000 per share and warrants to purchase 65,714 shares of common stock at an exercise price of $ 0.35 per share, which resulted in no gain or loss on conversion (see Note 9). During the three and nine months ended September 30, 2021, the Company incurred $ 8,163 58,043 10,993 52,752 25,942 32,716 | NOTE 6 – RELATED PARTY TRANSACTIONS The Company currently has a License Agreement with IGL Pharma, Inc., an entity in which the Company’s Executive Chairman serves as President and holds a non-controlling equity interest. The Company currently maintains an executive office in Florida, which is leased by an investment firm in which the Company’s General Counsel serves as an officer but does not hold any equity or voting rights. The Company has no formal agreement for this space and pays no rent. During the years ended December 31, 2020 and 2019, the Company received $ 525,000 549,000 250,000 During the years ended December 31, 2020 and 2019, the Company received $ 291,283 788,500 6% 993,985 37,500 117,659 534,815 1,032,160 155,096 33,492 788,500 15,426 During the year ended December 31, 2020, the Company received $ 45,500 10% 30,500 During the years ended December 31, 2020 and 2019, the Company incurred approximately $ 67,147 12,000 32,716 10,575 In 2020, a total of approximately $ 413,000 346,867 1,576,668 309,430 |
DEBENTURES, CONVERTIBLE BRIDGE
DEBENTURES, CONVERTIBLE BRIDGE NOTES, AND NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
DEBENTURES, CONVERTIBLE BRIDGE NOTES, AND NOTES PAYABLE | NOTE 7 – DEBENTURES, CONVERTIBLE BRIDGE NOTES, AND NOTES PAYABLE Debentures The Company has Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”) in the aggregate amount of $ 35,000 and $ 165,000 outstanding as of September 30, 2021 and 2020, respectively. All assets of the Company are secured under the Debentures. The Debentures contain certain anti-dilutive protection provisions in the instance that the Company issues stock at a price below the conversion price of the Debentures, as adjusted from time to time, as well as other standard protections for the holder. There is no interest on these notes. In the first quarter of 2021, the two institutional holders of the debentures converted an aggregate of $ 102,500 into 517,086 shares of common stock, and the Company recognized a loss on the two debenture conversions of $ 356,454 . As of September 30, 2021, the outstanding amount of $ 35,000 was in default. Convertible Bridge Notes In 2017 and 2018, the Company issued a total of $ 2,771,908 156,368 11,784 30,000 one of the original Bridge Notes for $ 50,000 7,664 24,538 36 months 24 months As of March 31, 2021, all Bridge Notes remaining at the end of 2020, inclusive of principal and accrued and capitalized interest, were settled with the holders of these notes converting their debt into a total of 6,627,692 shares of common stock of the Company with a fair value of $ 4,378,488 based on the stock price of the Company on the date of conversion. The Company recorded a loss on extinguishment of these Bridge Notes of $ 744,205 for the nine months ended September 30, 2021, which is included in loss on conversion of bridge notes and accrued interest, as other income expenses in the unaudited condensed statements of operations. Pursuant to ASC 825-10-25-1, Fair Value Option, the Company made an irrevocable election at the time of issuance to report the Bridge Notes at fair value, with changes in fair value recorded through the Company’s condensed consolidated statements of operations as other income (expense) in each reporting period. The estimated fair value of the remaining outstanding Bridge Notes as of September 30, 2021 and December 31, 2020 was $ 0 and $ 0 1,348,237 and $ 1,666,422 Paycheck Protection Program On April 14, 2020, the Company received $ 142,942 under the Paycheck Protection Program (PPP) overseen by the U.S. Small Business Administration. The loan has an annual interest rate of 1% with loan payments being deferred six months from the date of the loan with a maturity date of April 2022 . On July 14, 2021, the Company’s PPP loan was forgiven, resulting in $ 142,492 gain on forgiveness of debt which is included as other income (expense) in the unaudited condensed statements of operations. | NOTE 7 – DEBENTURES, CONVERTIBLE BRIDGE NOTES, AND NOTES PAYABLE Debentures The Company has Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”) with two holders in the aggregate amount of $ 137,500 165,000 27,500 0.22 125,000 41,250 Convertible Bridge Notes In 2017 and 2018, the Company issued a total of $ 2,771,908 156,368 11,784 30,000 50,000 7,664 24,538 36 24 As of December 31, 2020, approximately $ 1.4 2.9 13,312,175 3,017,499 413,469 495,320 Pursuant to ASC 825-10-25-1, Fair Value Option, the Company made an irrevocable election at the time of issuance to report the Bridge Notes at fair value, with changes in fair value recorded through the Company’s condensed consolidated statements of operations as other income (expense) in each reporting period. The estimated fair value of the remaining outstanding Bridge Notes as of December 31, 2020 and 2019 was $ 3,598,000 2,981,000 836,878 2,801,908 (3,170,236) 1,057,877 Paycheck Protection Program On April 14, 2020, the Company received $ 142,942 1% April 14, 2022 142,929 34,163 108,779 Notes Payable Between June and November 2020, the Company received a total of $ 171,000 8% 171,000 5,611 93,686 156 27,169 See Note 6 – Related Party Transactions for additional notes payable with related parties. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENT | NOTE 8 – FAIR VALUE MEASUREMENT The Company measures fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). As disclosed in Note 7, the Bridge Notes are reported at fair value, with changes in fair value recorded through the Company’s condensed consolidated statements of operations as a component of other income (expense) in each reporting period. The following tables set forth the Company’s unaudited financial assets and liabilities measured at fair value by level within the fair value hierarchy as of September 30, 2021 and December 31, 2020. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE Total Level 1 Level 2 Level 3 Convertible Bridge Notes $ - $ - $ - $ - Fair value as of September 30, 2021 $ - $ - $ - $ - Total Level 1 Level 2 Level 3 Convertible Bridge Notes $ 3,598,000 $ - $ $ 3,598,000 Fair value as of December 31, 2020 $ 3,598,000 $ - $ - $ 3,598,000 The following tables present a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that use significant unobservable inputs (Level 3) that has been recorded in the condensed consolidated balance sheets which is as follows: SCHEDULE OF RECONCILIATION OF LEVEL 3 CONVERSION OPTION LIABILITY Fair value, December 31, 2020 $ 3,598,000 Accrued interest 35,983 Conversion to shares of common stock (3,633,983 ) Fair value, September 30, 2021 $ - | NOTE 8 – FAIR VALUE MEASUREMENT The Company measures fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). As disclosed in Note 7, the Bridge Notes are reported at fair value, with changes in fair value recorded through the Company’s consolidated statements of operations as other income (expense) in each reporting period. The following tables set forth the Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy at December 31, 2020 and 2019. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE Fair value at December 31, 2020 Level 1 Level 2 Level 3 Convertible Bridge Notes $ 3,598,000 $ - $ - $ - Total $ 3,598,000 $ - $ - $ - Fair value at December 31, 2019 Level 1 Level 2 Level 3 Convertible Bridge Notes $ 2,473,000 $ - $ - $ 2,473,000 Total $ 2,473,000 $ - $ - $ 2,473,000 The following tables present a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that use significant unobservable inputs (Level 3) and the related realized and unrealized gains (losses) recorded in the consolidated statement of operations during the periods. SCHEDULE OF RECONCILIATION OF LEVEL 3 CONVERSION OPTION LIABILITY Year Ended December 31, 2020 Fair value, December 31, 2019 $ 2,473,000 Accrued interest 485,336 Conversions of debt and accrued interest to shares of common stock (2,530,572 ) Amortization of debt issuance costs - Net unrealized loss on convertible bridge notes 3,170,236 Fair value, December 31, 2020 $ 3,598,000 Year Ended December 31, 2019 Fair value, December 31, 2018 $ 2,960,000 Issuances of debt 30,000 Accrued interest 535,877 Amortization of debt issuance costs 5,000 Net unrealized gain on convertible bridge notes (1,057,877 ) Fair value, December 31, 2019 $ 2,473,000 The Company’s convertible Bridge Notes are valued by using Monte Carlo Simulation methods and discounted future cash flow models. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These convertible Bridge Notes do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy. The following assumptions were used to value the Company’s convertible Bridge Notes at December 31, 2020: dividend yield of - 0 66.7 0.09 0.25 20% 0 160.8 1.55 .25 20 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
DISCONTINUED OPERATIONS | NOTE 9 – DISCONTINUED OPERATIONS On November 6, 2020, the Company executed a Separation Agreement (see Note 4 – Separation Agreement), whereby the Company transferred its Legacy Business and the related assets and liabilities to EPH, a related party and equity method investee. ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s unaudited operations and financial results. As a result, the component’s results of operations have been reclassified as discontinued operations on a retrospective basis for the period ended September 30, 2020. There were no results of operations from the component in the current period. As of September 30, 2021, there were no assets or liabilities held associated with this business. The results of operations of this component, for all periods, are separately reported as “discontinued operations” on the unaudited condensed statements of operations. As disclosed in Note 4 – Separation Agreement, the Company sold its equity interest in EPH as of March 31, 2021. There have been no transactions between the Company and EPH since the Separation Agreement. A reconciliation of the major classes of line items constituting the income (loss) from discontinued operations, net of income taxes as is presented in the consolidated statements of operations for the three and nine month ended September 30, 2021 and 2020, are summarized below: Reconciliation of revenue and expense items in discontinued operations in the unaudited condensed statements of operations: SCHEDULE OF DISCONTINUED OPERATION For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2020 REVENUES $ 191,199 $ 541,197 OPERATING EXPENSES Payroll and related expenses 106,310 320,463 General and administrative 13,562 51,375 Total operating expenses 119,872 371,838 Operating Income 71,327 169,359 Financing costs including interest (15,271 ) (42,395 ) OTHER EXPENSE (15,271 ) (42,395 ) INCOME FROM DISCONTINUED OPERATIONS $ 56,056 $ 126,964 Reconciliation of cash flows from operating activities and financing activities on the unaudited condensed statements of cash flows: Nine Months ended September 30, 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net income from discontinued operations $ 126,964 Adjustments to reconcile net income to net cash provided by discontinued operations: Changes in operating assets and liabilities Increase in accounts payable and accrued expenses 22,500 Increase in accrued interest - related party 42,395 Net cash provided by operating activities 276,649 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from promissory notes - related parties 290,373 Net cash provided by financing activities 290,373 Net cash provided by discontinued operations $ 482,232 | NOTE 9 – DISCONTINUED OPERATIONS On November 6, 2020, the Company executed a Separation Agreement (see Note 4 – Separation Agreement), whereby the Company transferred its Legacy Business and the related assets and liabilities to EPH, a related party and equity method investee. ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the component’s results of operations have been reclassified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the liabilities forgiven or assumed by EPH in connection with the Separation Agreement separately reported as “liabilities held for disposal” as of December 31, 2019. As of December 31, 2020, there were no assets held associated with this business. The results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations. As disclosed in Note 5, the Company retained its equity interest in EPH as of December 31, 2020. This equity interest has been accounted for as an equity method investment for all periods. There have been no transactions between the Company and EPH since the Separation Agreement. A reconciliation of the major classes of line items constituting the income (loss) from discontinued operations, net of income taxes as is presented in the consolidated statements of operations for the years ended December 31, 2020, and 2019 are summarized below: SCHEDULE OF DISCONTINUED OPERATION Reconciliation of liabilities included in current liabilities held for disposal on the consolidated balance sheet: 2020 2019 Year ended December 31, 2020 2019 Carrying amounts of major classes of liabilities included as part of liabilities held for disposal Accounts payable and accrued expenses $ - $ 15,000 Accrued interest - related parties - 15,426 Notes payable - related parties - 788,500 Total liabilities included in the liabilities held for disposal $ - $ 818,926 Reconciliation of revenue and expense items in discontinued operations on the consolidated statement of operations: 2020 2019 Year ended December 31, 2020 2019 REVENUES $ 541,200 $ 916,667 OPERATING EXPENSES Payroll and related expenses 515,741 835,183 Professional fees - 7,500 General and administrative 53,398 106,256 Total Operating Expenses 569,139 948,939 Financing costs including interest 46,967 15,426 Gain on debt extinguishment (1,032,160 ) - INCOME (LOSS) FROM DISCONTINUED OPERATIONS $ 957,254 $ (47,698 ) Reconciliation of cash flows from operating activities and financing activities on the consolidated statement of cash flow: 2020 2019 Year ended December 31, 2020 2019 CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) from Discontinued Operations $ 957,254 $ (47,698 ) Adjustments to reconcile net loss to net cash provided by discontinued operations: Gain on forgiveness or assumption of promissory notes and accrued expenses (1,032,160 ) - Changes in operating assets and liabilities Increase in accounts payable and accrued expenses 22,500 15,000 Increase in contract liabilities - related party - (117,667 ) Increase in accrued interest - related party 46,967 15,426 Net cash used in operating activities (5,439 ) (134,939 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from promissory notes - related parties 338,373 788,500 Repayments on promissory notes - related parties (1,590 ) - Net cash provided by financing activities 336,783 788,500 Net cash provided by discontinued operations $ 331,344 $ 653,561 |
COMMON STOCK, PREFERRED STOCK A
COMMON STOCK, PREFERRED STOCK AND WARRANTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
COMMON STOCK, PREFERRED STOCK AND WARRANTS | NOTE 10 – COMMON STOCK, PREFERRED STOCK AND WARRANTS Common Stock During the three months ended September 30, 2021, the Company issued 6,525,378 shares of common stock in connection with the conversion of Series B Preferred stock with an original investment amount of $ 911,000 plus $ 53,061 in accrued dividends. The Company also issued 700,000 shares of common stock to a service provider under a consulting agreement in the period. The fair market value of the common stock was $ 245,00 was recorded as stock compensation expense. As of March 31, 2021, $ 125,007 of debentures and accrued expenses plus bridge notes with principal and accrued interest of $ 1,447,315 for an aggregate of $ 1,572,315 of obligations were converted into 632,995 shares of common stock at a price of $ 0.22 per share. Further, $ 120,000 of Series A preferred stock was converted into 750,000 shares of common stock at a price of $ 0.16 per share. Due to the timing of the conversions and the Company’s stock price at that time of conversion, the Company recorded the following losses from liability conversions in the nine months ended September 30, 2021: $ 744,505 from the conversion of Bridge Notes including accrued interest, and $ 390,068 from the conversion of a debenture and accrued expenses. A deemed dividend was recognized in the amount of $ 542,500 for the difference between the value of the common stock shares using market price on the date of conversion and the $ 120,000 stated value of the Series A preferred stock upon conversion into common stock which has been presented as an increase to the net loss available to common stockholders in the condensed consolidated statement of operations. In September 2020, the Company issued 600,000 127,000 The Company issued 200,000 50,000 50,000 Series A Redeemable Convertible Preferred Stock The Company has 480 shares of Preferred Stock issued and outstanding as of September 30, 2021, which currently are convertible at $ 0.16 per share of the Company’s common stock (the “Conversion Price”), which was adjusted to match the conversion price of the Company’s Series B Preferred Stock. The Preferred Stock bears a 6% dividend per annum, calculable and payable per quarter in cash or additional shares of common stock as determined in the Certificate of Designation. The Preferred Stock has no voting rights until converted to common stock and has a liquidation preference equal to the aggregate purchase price of $ 480,000 plus accrued dividends. The Preferred Stock is currently in default, and the Company is negotiating a modification with the holders, including the conversion of these shares into common stock. Each share of Preferred Stock received warrants, all of which had expired as of the first quarter of 2021. The Preferred Stock has price protection provisions in the case that the Company issues any shares of stock not pursuant to an “Exempt Issuance” at a price below the Conversion Price. Exempt Issuances include: (i) shares of Common Stock or common stock equivalents issued pursuant to the original merger of the company or any funding contemplated by that transaction; (ii) any common stock or convertible securities outstanding as of the date of closing; (iii) common stock or common stock equivalents issued in connection with strategic acquisitions; (iv) shares of common stock or equivalents issued to employees, directors or consultants pursuant to a plan, subject to limitations in amount and price; and (v) other similar transactions. The Certificate of Designation contains restrictive covenants not to incur certain debt, repurchase shares of common stock, pay dividends or enter into certain transactions with affiliates without consent of holders of 67% Management has determined that the Preferred Stock is more akin to a debt security than equity primarily because it contains a mandatory 2 The Preferred Stock carries a 6% Series B Preferred Stock In December 2020, the Company filed an amendment to its Articles of Incorporation to authorize the issuance of up to 2,500 shares of Series B Convertible Preferred Stock (the “Series B Stock”), par value $ 0.001 per share, pursuant to a Certificate of Designation. The Series B Preferred Shares provide the holders a 10% annual paid-in-kind dividend, a liquidation preference equal to the purchase price of the shares ($ 1,000 per share) followed by the right to participate with the common stockholders in the instance of a liquidation or other exit event, and provide the holders the right to vote along with the common holders based on the common conversion amount of their holdings. The Series B Preferred Shares are convertible into common stock at a price of $ 0.16 per share, subject to anti-dilution protections in the case of certain issuances of securities below that conversion price. The Series B Preferred Shares are not redeemable. In January 2021, the Company closed a private offering of its Series B Stock for $ 1,000 per share, raising a total of $ 2,500,000 , inclusive of $ 156,000 in prior debt conversion and $ 23,000 of notes payable with directors converted to shares of Series B Stock and warrants. As of September 30, 2021, and December 31, 2021, 1,509 and 2,500 shares of Series B Stock were issued and outstanding. Between July 27 and August 24, 2021, 15 holders of an aggregate of 991 shares of Series B preferred stock converted their preferred shares into 6,525,378 shares of common stock, which included $ 53,061 of accrued dividends. Series E-1 Preferred Stock On December 3, 2020, the Company filed an amendment to its Articles of Incorporation to authorize the issuance of up to 8,500 8.5 On December 30, 2020, 7,650 shares of Series E-1 Stock were issued to five individuals, including the Company’s Executive Chairman, CEO, and General Counsel, which vest starting in July 2021 through January 2023 and are forfeitable by the holders prior to vesting. In February 2021, the remaining 850 shares of Series E-1 Stock were issued to one newly-appointed director, vesting half in February 2022 and the balance in February 2023. Upon these shares of Series E-1 preferred stock becoming fully vested, they are convertible in the aggregate into 8,500,000 shares of common stock. During the three and nine months ended September 30, 2021, employee and director stock option expense for vested Series E-1 amounted to $ 394,935 and $ 5,220,407 , respectively, which is included in compensation and related expenses on the condensed statements of operations. As of September 30, 2021, $ 1,307,593 of unrecognized compensation remains which will be recognized over a weighted average period of 1.06 years. The Company computed the total grant date fair value of the Series E-1 Stock to be approximately $ 6,528,000 using an option pricing model and the following assumptions: (1) with respect to the shares granted in 2020: expected term of four years , dividend yield of - 0 -%, volatility of 96.12 , and a risk-free rate of .27 ; and (2) with respect to the shares granted in 2021: expected term of four years , dividend yield of 0 %, volatility of 96.12 , and a risk-free rate of 0.27 . The value of these shares will be recognized as stock-based compensation expense over the vesting period through February 2023. Warrants During the nine months ended September 30, 2021, the Company issued 6,743,575 warrants in connection with its Series B offering, and 750,000 warrants to a service provider. On June 17, 2021, by resolution of the Company’s board of directors, the expirations of 6,268,575 of the warrants issued in connection with the Series B offering, including those issued to directors, and the 750,000 warrants issued to the service provider were extended to from July 8, 2021 to September 30, 2021 . On September 22, 2021, by resolution of the Company’s board of directors, the expirations of 6,268,575 of the warrants issued in connection with the Series B offering, including those issued to directors, and 750,000 warrants issued to the service provider were extended from September 30, 2021 to October 15, 2021 ; and the exercise price of the Series B warrants was reduced from $ 0.35 per share to $ 0.25 per share . The following is a summary of the outstanding common stock warrants as of September 30, 2021: SCHEDULE OF STOCKHOLDERS' EQUITY NOTE, WARRANTS OR RIGHTS Number of Exercise price Expiration Warrants issued in connection with issuance of Series B Preferred Stock (1) 6,202,861 $ 0.25 October 15, 2021 Warrants issued in connection with issuance of Series B Preferred Stock to lead investor 475,000 $ 0.45 January 15, 2022 Warrants issued in connection with the issuance of Series B Preferred Stock to directors 65,714 $ 0.25 October 15, 2021 Warrants issued to a service provider (2) 750,000 $ 0.22 October 15, 2021 (1) On September 22, 2021, the Company’s board of directors approved an extension of the expiration date of these Series B warrants from September 30, 2021 to October 15, 2021 0.35 0.25 (2) On September 22, 2021, the Company’s board of directors approved an extension of the expiration date of these warrants issued to a service provider from September 30, 2021 to October 15, 2021. During the period ended March 31, 2021, the Company issued a service provider fully vested warrants in connection with the execution of a service agreement to purchase 750,000 shares of common stock for an exercise price of $ 0.22 and exercise period of six months. The Company computed the total grant date fair value of the warrants to be approximately $ 404,000 using a Black-Scholes option pricing model and the following assumptions: expected term of 0 .5 years, dividend yield of - 0 %-, volatility of 129.81 %, and a risk-free rate of .08 %. The value of these warrants was recognized as stock-based compensation expense on the date of grant and is included in professional fees on the condensed consolidated statement of operations for the nine months ended September 30, 2021, as the warrants were fully earned upon issuance. On June 17, 2021, the term of these warrants was extended until September 30, 2021, resulting in incremental compensation expense of $ 7,841 which has been included in professional fees in the condensed statement of operations for the nine months ended September 30, 2021. On September 22, 2021, the term of the 750,000 October 15, 2021 101,366 0.04 0 183.2 0.07 On June 22, 2021, the maturity of the 6,268,575 September 30, 2021 155,639 in the nine months ended September 30, 2021, which has been presented as a reduction of net loss available to commons stockholders on the condensed consolidated statements of operations. The incremental value associated with these modified warrants was determined using a Black-Scholes pricing model using the original terms of the warrants and the modified terms and the following assumptions: expected term of 0.1 , 0.3 years, dividend yield of 0 %, volatility of 107% - 111 %, and a risk-free rate of 0.04 %- 0.05 %. On September 22, 2021, the terms of all 6,268,575 October 15, 2021 0.35 0.25 694,575 694,575 4 0 183,2 0.07 | NOTE 10 – COMMON STOCK, PREFERRED STOCK AND WARRANTS Common Stock In 2020, the Company issued 17,392,343 SCHEDULE OF ISSUED SHARES OF COMMON STOCK Stock based compensation for services 1,750,000 Conversions of debentures and notes with unrelated parties 218,686 Conversion of Bridge Notes 13,312,175 Conversion of accrued salary and bonus, directors’ fees and notes with related parties 2,111,482 Total Common Shares issued in 2020 17,392,343 In total, $ 3,441,401 0.22 495,320 68,373 271,210 834,903 In 2020, the Company also effected a 25:1 reverse stock split The Company did not issue any common shares in 2019. For the years ended December 31, 2020 and 2019, the Company recognized $ 258,667 115,714 Series A Redeemable Convertible Preferred Stock The Company has 600 0.16 6% 600,000 46,154 The Preferred Stock has price protection provisions in the case that the Company issues any shares of stock not pursuant to an “Exempt Issuance” at a price below the Conversion Price. Exempt Issuances include: (i) shares of Common Stock or common stock equivalents issued pursuant to the original merger of the company or any funding contemplated by that transaction; (ii) any common stock or convertible securities outstanding as of the date of closing; (iii) common stock or common stock equivalents issued in connection with strategic acquisitions; (iv) shares of common stock or equivalents issued to employees, directors or consultants pursuant to a plan, subject to limitations in amount and price; and (v) other similar transactions. The Certificate of Designation contains restrictive covenants not to incur certain debt, repurchase shares of common stock, pay dividends or enter into certain transactions with affiliates without consent of holders of 67% Management has determined that the Preferred Stock is more akin to a debt security than equity primarily because it contains a mandatory 2 The Preferred Stock carries a 6% per annum dividend calculated on the stated value of the stock and is cumulative and payable quarterly beginning July 1, 2016. These dividends are accrued at each reporting period. They add to the redemption value of the stock; however, as the Company shows an accumulated deficit, the charge has been recognized in additional paid-in capital. Series B Preferred Stock On December 29, 2020, the Company filed an amendment to its Articles of Incorporation to authorize the issuance of up to 2,500 10% 1,000 0.16 In December 2020, the Company commenced a private offering of its Series B Stock for $ 1,000 per share. As of December 31, 2020, 281 156 156,000 125 125,000 25,000 Series E-1 Preferred Stock On December 3, 2020 the Company filed an amendment to its Articles of Incorporation to authorize the issuance of up to 8,500 8.5 7,650 7,650,000 3.9 5.34 four years 0 96.12% .27 Since the vesting period began on December 30, 2020, compensation expense as of December 31, 2020 was not significant. Warrants During the year ended December 31, 2020, the Company issued no warrants and 80,000 81,340 SUMMARY OF ALL OUTSTANDING COMMON STOCK WARRANTS Number of Exercise price Average Warrants issued in connection with issuance of Series A Preferred Stock 46,154 $ 0.22 0.005 During the year ended December 31, 2018, the Company committed to issuing warrants to purchase 6,000 1.00 five years |
STOCK OPTIONS AND RESTRICTED ST
STOCK OPTIONS AND RESTRICTED STOCK UNITS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
STOCK OPTIONS AND RESTRICTED STOCK UNITS | NOTE 11 – STOCK OPTIONS AND RESTRICTED STOCK UNITS In 2016 to compensate officers, directors and other key service providers with equity grants, the Board approved the 2016 Omnibus Equity Incentive Plan (“2016 Plan”), which initially allowed for 160,000 shares of common stock, stock options, stock rights (restricted stock units), or stock appreciation rights to be granted by the Board in its discretion. This authorized amount was increased to 400,000 shares by Board resolution and amendment in 2017, and further increased to 1 million shares by Board resolution in 2021. There are currently no shares available under the 2016 Plan for future issuance; however, the Board may increase the authorized shares under the 2016 Plan each year. The Company issued 644,000 stock options to purchase common stock to officers and directors of the Company during the three and nine months ended September 30, 2021 to officers and directors of the Company. These options have a 10 year term, a vesting period of 50% six months after issuance and the balance 12 months after issuance , and an exercise price of $ 0.36 per share. The Company recorded $ 32,192 of stock-based compensation expense to compensation and related expenses for the three and nine month ended September 30, 2021 for these stock options. A summary of stock option activity and related information is as follows: SUMMARY OF STOCK OPTION ACTIVITY Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of December 31, 2020 468,619 $ 1.31 5.6 $ Granted 644,000 $ 0.36 9.9 $ - Outstanding as of September 30, 2021 1,112,619 $ 0.76 7.8 $ - Exercisable as of September 30, 2021 468,619 $ 1.31 4.9 $ - The aggregate intrinsic value of options exercised is the difference between the fair market value of the Company’s closing price of our common stock at each reporting date, less the exercise price multiplied by the number of options granted which was nil at September 30, 2021. As of September 30, 2021, the unrecognized stock-based compensation of approximately $ 179,000 is expected to be expensed over the next nine months based on the option vesting requirements. The weighted average fair value of options granted was $ 0.33 per share for the nine months ended September 30, 2021. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model using the fair market value of our common stock on the date of grant and a number of other assumptions. These assumptions include estimates regarding the expected term of the awards, estimates of the stock volatility over a duration that approximates the expected term of the awards, estimates of the risk-free rate, and estimates of expected dividend rates. The assumptions that were used in Black-Scholes option pricing model for the nine months ended September 30, 2021 were as follows: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED USING THE ASSUMPTIONS Expected term (years) 5 Expected volatility 153.9 % Risk-free interest rate 0.08 % Expected dividend yield 0.0 % Option Repricing On January 6, 2020, the compensation committee of the Company’s Board of Directors, approved a one-time stock option repricing program (the “Option Repricing”) to permit the Company to reprice certain options to purchase the Company’s Common Stock held by its current directors, officers and employees (the “Eligible Options”), which actions became effective on January 6, 2020. Under the Option Repricing, Eligible Options with an exercise price at or above $ 2.50 per share (representing an aggregate of 252,440 options, or 54% of the total outstanding) were amended to reduce such exercise price to $ 0.50 per share. The impact of the Option Repricing was a one-time incremental non-cash charge of $ 6,304 , which was recorded as stock option expense for the three months ended September 20, 2020 which was included in general and administrative expenses in the unaudited condensed consolidated statement of operations. | NOTE 11 – STOCK OPTIONS AND RESTRICTED STOCK UNITS In 2016 to compensate officers, directors and other key service providers with equity grants, the Board approved the 2016 Omnibus Equity Incentive Plan (“2016 Plan”), which initially allowed for 160,000 400,000 The Company issued 128,000 40,000 20,000 8,000 0.50 ten The 8,000 options to the new director vest half in 12 months and the balance in 24 months five 18,023 0.50 5 Option Repricing On January 6, 2020, the compensation committee of the Company’s Board of Directors, approved a one-time stock option repricing program (the “Option Repricing”) to permit the Company to reprice certain options to purchase the Company’s Common Stock held by its current directors, officers and employees (the “Eligible Options”), which actions became effective on January 6, 2020. Under the Option Repricing, Eligible Options with an exercise price at or above $ 2.50 252,440 54% The impact of the Option Repricing was a one-time incremental non-cash charge of $ 6,304 Total stock-based compensation for stock options issued and the one-time incremental charge for the Option Repricing for the year ended December 31, 2020 was $ 24,327 no A summary of the common stock options issued under the 2016 Plan and prior stock option plans for the year ended December 31, 2020 is as follows (shares and prices have been adjusted to account for a 25:1 reverse split): SUMMARY OF COMMON STOCK OPTIONS ISSUED UNDER OPTION PLANS Number Outstanding Weighted Avg. Exercise Price Weighted Avg. Remaining Contractual Life (Years) Balance, December 31, 2019 340,619 $ 3.00 3.9 Options issued 128,000 0.50 8.9 Balance, December 31, 2020 468,619 1.75 5.6 The vested and exercisable options at period end follows: SCHEDULE OF VESTED AND EXERCISABLE OPTIONS AT PERIOD END Exercisable/ Vested Options Outstanding Weighted Avg. Exercise Price Weighted Avg. Remaining Contractual Life (Years) Balance, December 31, 2020 464,619 $ 1.75 5.6 The fair value of new stock options granted and repriced stock options using the Black-Scholes option pricing model was calculated using the following assumptions for the year ended December 31, 2020: SCHEDULE OF FAIR VALUE OF NEW STOCK OPTIONS GRANTED USING THE ASSUMPTIONS Year Ended December 31, 2020 Risk free interest rate 1.610 % Expected volatility 149.67 % Expected dividend yield - % Expected term in years 5 Expected volatility is based on historical volatility of a group of 4 comparable companies, due to the low trading volume of the Company’s own stock. Short Term U.S. Treasury rates were utilized as the risk-free interest rate. The expected term of the options was calculated using the alternative simplified method codified as ASC 718 “ Accounting for Stock Based Compensation, |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES The employment agreements for the Company’s Executive Chairman and CEO each contain termination provisions whereby if they are terminated without cause or following a material change, as defined therein, they will receive salary through the date of termination plus an additional 12 months, bonus that would be earned during the full year when the termination became effective (or a lump sum of 50% of the full target bonus), all stock options shall vest and healthcare benefits will continue for 12 months. The Company’s General Counsel’s employment agreement contains a twelve month severance payment in the instance of a termination without cause, as defined therein. The QSAM License Agreement requires multiple milestone-based payments including: $ 60,000 and other expense reimbursements within 60 days of signing, which have been paid, up to $ 150,000 as the Technology advances through multiple stages of clinical trials, and $ 1.5 million upon commercialization. IGL will also receive equity in the form of a warrant in QSAM equal to 5% of the company to be issued within 60 days of signing, which has not yet been issued. Upon commercialization, IGL will receive an on-going royalty equal to 4.5% of Net Sales, as defined in the License Agreement, and between 10 50% of any Sublicense Consideration received by QSAM, as defined in the License Agreement and dependent on the stage of development of the technology (currently that amount is 25%). QSAM will also pay for ongoing patent filing and maintenance fees, and has certain requirements to defend the patents against infringement claims. In connection with the License Agreement, QSAM signed a two-year Consulting and Confidentiality Agreement (the “Consulting Agreement”) with IGL, which provides IGL with payments of $ 8,500 per month starting 60 days after signing. The Consulting Agreement is to provide QSAM with additional consulting and advisory services from the technology’s founders to assist in the clinical development of CycloSam. The Company has paid $ 60,000 under the QSAM License Agreement representing the full upfront license fee, as well $ 60,000 in expense reimbursements required under that agreement. The expense for three and nine months ended September 30, 2021 was $ 166,929 and $ 388,336 , respectively, in additional related drug development costs to service providers including the fixed $ 8,500 monthly consulting fee, which has been reflected as research and development expenses on the unaudited condensed consolidated statements of operations. Pursuant to a services agreement signed in 2018, an additional 6,000 warrants with a five-year term $1.00 per share are issuable to the provider but have not formally been issued as of September 30, 2021 and are not considered outstanding. | NOTE 13 – COMMITMENTS AND CONTINGENCIES The employment agreements for the Company’s new Executive Chairman and CEO each contain termination provisions whereby if they are terminated without cause or following a material change, as defined therein, they will receive salary through the date of termination plus an additional 12 months, bonus that would be earned during the full year when the termination became effective (or a lump sum of 50% of the full target bonus), all stock options shall vest and healthcare benefits will continue for 12 months. The Company’s General Counsel’s employment agreement contains a 12 month severance payment in the instance of a termination without cause, as defined therein. The QSAM License Agreement requires multiple milestone-based payments including: $ 60,000 150,000 5% 4.5% 50% 60,000 120,000 86,943 Pursuant to a services agreement signed in 2018, an additional 6,000 1.00 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS On October 15, 2021, eight non-affiliated accredited investors in the Company’s Series B Preferred stock offering exercised their warrants at $ 0.25 467,858 35,714 1,871,432 142,857 Commencing on October 31 and as of November 15, 2021, the Company issued six convertible promissory notes in a private placement offering among six non-affiliated investors in the total amount of $ 555,000 The notes are convertible into common stock at a price of $ 0.20 December 31, 2023 5 6 925,001 0.60 October 31, 2022 | NOTE 14 - SUBSEQUENT EVENTS On January 8, 2021, the Company approved a modification of the Series B convertible preferred stock offering (the “Series B Offering”) to provide investors in that offering (other than the lead investor) non-registered warrants to purchase an aggregate of up to 6.27 0.35 July 8, 2021 six 475,000 0.45 January 15, 2022 On January 27, 2021, the Company closed the Series B Offering and issued a total of 2,500 1,000 2.5 156,000 23,000 23 143,750 On January 27, 2021, one institutional investor converted its remaining portion of the Debenture in the amount of $ 72,500 329,545 0.22 30,000 187,541 0.16 On February 1, 2021, the Board of Directors increased the number of stock options and other incentive shares allowed to be issued under the Company’s 2016 Omnibus Equity Incentive Plan, as amended, from 400,000 1 On February 1, 2021, the Company entered into a financial services consulting agreement providing for payment by the Company of cash compensation of $ 21,000 750,000 0.22 250,000 On February 8 and 16, 2021, one institutional investor converted a total of $ 120,000 750,000 On February 15, 2021, the Company appointed Charles J. Link Jr., M.D. to the Company’s Board of Directors. Dr. Link also agreed to serve the Company in a part-time, non-executive role as Medical Director. For his services, Dr. Link received 850 two equal instalments 12 months and 24 months after issuance Between January 1, 2021 and March 22, 2021, the holders of the Company’s Bridge Notes converted the remaining $ 1,447,312 6,578,702 On March 23, 2021, the Company sold its common subordinated equity interests in EPH, its equity method investee, to an unaffiliated party for $ 100,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES A reconciliation of the differences between the effective income tax rates and the statutory federal tax rates for the years ended December 31, 2020 and 2019 (computed by applying the U.S. Federal corporate tax rate of 21 SCHEDULE OF EFFECTIVE INCOME TAX RATES RECONCILIATION 2020 2019 Tax benefit at U.S. statutory rate $ (1,021,163 ) $ 143,216 State taxes, net of federal benefit (260,154 ) 35,189 Change in fair value of convertible bridge notes and derivatives 792,877 222,129 Other permanent differences 60,941 37,509 Change in valuation allowance 427,499 (438,042 ) Income Tax Expense (Benefit) $ — $ — The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities for the years ended December 31, 2020 and 2019 consisted of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2020 2019 Net operating loss carry-forward $ 2,657,931 $ 2,229,303 Accrued expenses 80,676 87,888 Stock based compensation 50,944 44,861 Deferred revenue - — Depreciation expense - — Net deferred tax assets 2,789,552 2,362,052 Valuation allowance (2,789,552 ) (2,362,052 ) Total net deferred tax asset $ — $ — At December 31, 2020 and 2019, the Company had net deferred tax assets of $ 2,789,552 2,362,052 10,487,000 5,474,000 expire in 2034 5,013,005 The Company’s NOL and tax credit carryovers may be significantly limited under the Internal Revenue Code (“IRC”). NOL and tax credit carryovers are limited under Section 382 when there is a significant “ownership change” as defined in the IRC. During the year ended December 31, 2020 and in prior years, the Company may have experienced such ownership changes, which could impose such limitations. The limitations imposed by the IRC would place an annual limitation on the amount of NOL and tax credit carryovers that can be utilized. When the Company completes the necessary studies, the amount of NOL carryovers available may be reduced significantly. However, since the valuation allowance fully reserves for all available carryovers, the effect of the reduction would be offset by a reduction in the valuation allowance. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The unaudited condensed financial statements include the accounts of the Company and its Subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. References herein to the Company include the Company and its Subsidiary unless the context otherwise requires. | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its Subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. References herein to the Company include the Company and its Subsidiaries unless the context otherwise requires. |
Cash | Cash and Cash Equivalents The Company considers cash, short-term deposits, and other investments with original maturities of no more than ninety days when acquired to be cash and cash equivalents for the purposes of the statement of cash flows. The Company maintains cash balances at one financial institution and has experienced no losses with respect to amounts on deposit. The Company held no | Cash The Company considers cash, short-term deposits, and other investments with original maturities of no more than ninety days when acquired to be cash and cash equivalents for the purposes of the statement of cash flows. The Company maintains cash balances at two financial institutions and has experienced no losses with respect to amounts on deposit. The Company held no |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers (“ASC 606”) and all the related amendments. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than previously required under U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company had no | Revenue Recognition On January 1, 2018, the Company adopted ASC Topic 606, “Revenue from Contracts with Customers (“ASC 606”) and all the related amendments. The Company elected to adopt this guidance using the modified retrospective method. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations, or cash flows. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than previously required under U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company had no |
Stock Based Compensation | Stock Based Compensation The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “ Share Based Payment The Black-Scholes option pricing valuation method is used to determine fair value of stock options consistent with ASC 718, “ Share Based Payment”. | Stock Based Compensation The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “ Share Based Payment The Black-Scholes option pricing valuation method is used to determine fair value of stock options consistent with ASC 718, “ Share Based Payment”. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development costs were $ 164,378 385,785 96,943 206,943 | Research and Development Research and development costs are expensed as incurred. Research and development costs were $ 362,456 |
Fair Value Measurement | Fair Value Measurement The Company measures fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s convertible Bridge Notes are valued by using Monte Carlo Simulation methods and discounted future cash flow models. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These convertible Bridge Notes do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy. | Fair Value Measurement The Company measures fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s convertible Bridge Notes are valued by using Monte Carlo Simulation methods and discounted future cash flow models. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These convertible Bridge Notes do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy. |
Equity Method Investment | Equity Method Investment Investments in partnerships, joint ventures and less-than majority-owned subsidiaries in which we have significant influence are accounted for under the equity method. The Company’s consolidated net income includes the Company’s proportionate share of the net income or loss of our equity method investee. When we record our proportionate share of net income, it increases income (loss) — net in our consolidated statements of operations and our carrying value in that investment. Conversely, when we record our proportionate share of a net loss, it decreases income (loss) — net in our consolidated statements of income and our carrying value in that investment. The Company’s proportionate share of the net income or loss of our equity method investees includes significant operating and nonoperating items recorded by our equity method investee. These items can have a significant impact on the amount of income (loss) — net in our consolidated statements of operations and our carrying value in those investments. The Company divested its investment in its equity method investee in March 2021. | Equity Method Investment Investments in partnerships, joint ventures and less-than majority-owned subsidiaries in which we have significant influence are accounted for under the equity method. The Company’s consolidated net income includes the Company’s proportionate share of the net income or loss of our equity method investee. When we record our proportionate share of net income, it increases income (loss) — net in our consolidated statements of operations and our carrying value in that investment. Conversely, when we record our proportionate share of a net loss, it decreases income (loss) — net in our consolidated statements of income and our carrying value in that investment. The Company’s proportionate share of the net income or loss of our equity method investees includes significant operating and nonoperating items recorded by our equity method investee. These items can have a significant impact on the amount of income (loss) — net in our consolidated statements of operations and our carrying value in those investments. |
Discontinued Operations | Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations The Company disposed of a component of its business pursuant to a Separation Agreement in November 2020, which met the definition of a discontinued operation. Accordingly, the operating results of the business disposed are reported as income (loss) from discontinued operations in the accompanying unaudited condensed statements of operations for the three months ended September 30, 2021 and 2020. For additional information, see Note 4 – Separation Agreement and Note 9 - Discontinued Operations. | Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations The Company disposed of a component of its business pursuant to a Separation Agreement in November 2020, which met the definition of a discontinued operation. Accordingly, the operating results of the business disposed are reported as income (loss) from discontinued operations in the accompanying consolidated statements of operations for the years ended December 31, 2020, and 2019. For additional information, see Note 4 – Separation Agreement and Note 14 - Discontinued Operations. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method as stipulated by FASB ASC 740, “ Income Taxes A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized. In the event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of September 30, 2021 and December 31, 2020, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities; however, federal returns have not been filed since the Company’s inception in 2014. Such delinquencies are being resolved by management and a retained tax expert. Interest and penalties related to any unrecognized tax benefits is recognized in the unaudited condensed consolidated financial statements as a component of income taxes. The Company will need to be in compliance with the tax authorities by filing past federal and state income tax returns. | Income Taxes Income taxes are accounted for under the asset and liability method as stipulated by FASB ASC 740, “ Income Taxes A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized In the event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of December 31, 2020, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities; however, federal returns have not been filed since the Company’s inception in 2014. Such delinquencies are being resolved by management and a retained tax expert. Interest and penalties related to any unrecognized tax benefits is recognized in the consolidated financial statements as a component of income taxes. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period plus any potentially dilutive shares related to the issuance of stock options, shares from the issuance of stock warrants, shares issued from the conversion of redeemable convertible preferred stock and shares issued for the conversion of convertible debt. As of September 30, 2021, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Shares from the conversion of Series B Preferred Stock not inclusive of dividends 9,431,250 Shares from the conversion of Series E-1 Preferred Stock (subject to vesting in 2021 through 2023 8,500,000 Shares from common stock options 1,112,619 Shares from common stock warrants 7,559,289 Shares from the conversion of debentures 218,750 Shares from the conversion of redeemable convertible preferred stock (based upon an assumed conversion price at September 30, 2021 of $ 0.16 4,286,875 As of September 30, 2020, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive: Shares from common stock options 468,619 Shares from common stock warrants 46,154 Shares from the conversion of debentures 66,000 Shares that may be converted from Bridge Notes (based upon an assumed conversion price at September 30, 2020 of $ 1.98 8,079,617 Shares from the conversion of redeemable convertible preferred stock (inclusive of cumulative dividends which may be converted to shares of common stock under certain conditions). 3,522,591 | Basic and Diluted Loss Per Share Net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period plus any potentially dilutive shares related to the issuance of stock options, shares from the issuance of stock warrants, shares issued from the conversion of redeemable convertible preferred stock and shares issued for the conversion of convertible debt. At December 31, 2020, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive (all shares adjusted to reflect a 25:1 reverse stock split effected on September 4, 2020): SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Shares from the conversion of Series B Preferred Stock 1,756,250 Shares from the conversion of Series E-1 Preferred Stock (subject to vesting in 2021 through 2023 and potential forfeiture 7,650,000 Shares from common stock options 468,619 Shares from common stock warrants 46,154 Shares from the conversion of debentures 625,000 Shares that may be converted from Bridge Notes (based upon an assumed conversion price at December 31, 2020 of $ 0.22 6,578,702 Shares from the conversion of redeemable convertible preferred stock (based upon an assumed conversion price at December 31, 2020 of $ 0.22 2,727,273 At December 31, 2019, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive (all shares adjusted to reflect a 25:1 reverse stock split effected on September 4, 2020): Shares from common stock options 340,619 Shares from common stock warrants 126,154 Shares from the conversion of debentures 66,000 Shares that may be converted from Bridge Notes (based upon an assumed conversion price at December 31, 2019 of $ 2.10 2,858,671 Shares from the conversion of redeemable convertible preferred stock (not inclusive of cumulative dividends which may be converted to shares of common stock under certain conditions). 299,442 |
Significant Estimates | Significant Estimates U.S. Generally Accepted Accounting Principles (“GAAP”) requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements, the reported amounts of revenues and expenses, cash flows and the related footnote disclosures during the period. On an on-going basis, the Company reviews and evaluates its estimates and assumptions, including, but not limited to, those that relate to the fair value of stock-based compensation fair value of convertible bridge notes, and a valuation allowance on deferred tax assets and contingencies. Actual results could differ from these estimates. | Significant Estimates U.S. Generally Accepted Accounting Principles (“GAAP”) requires the Company to make judgments, 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, the reported amounts of revenues and expenses, cash flows and the related footnote disclosures during the period. On an on-going basis, the Company reviews and evaluates its estimates and assumptions, including, but not limited to, those that relate to the fair value of stock based compensation fair value of convertible bridge notes, and deferred the valuation allowance on deferred tax assets and contingencies. Actual results could differ from these estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its unaudited financial statements. | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842) In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued guidance that amends fair value disclosure requirements. The guidance removes disclosure requirements on the transfers between Level 1 and Level 2 of the fair value hierarchy in addition to the disclosure requirements on the policy for timing of transfers between levels and the valuation process for Level 3 fair value measurements. The guidance clarifies the measurement uncertainty disclosure and adds disclosure requirements for Level 3 unrealized gains and losses and significant unobservable inputs used to develop Level 3 fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019. Entities are permitted to early adopt any removed or modified disclosures upon issuance and delay adoption of the additional disclosures until the effective date. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and disclosures. |
Reclassifications | Reclassifications Certain reclassifications of prior year amounts have been made to conform to the 2021 presentation. These reclassifications had no effect on net loss or loss per share as previously reported. | Reclassifications Certain reclassifications of prior year amounts have been made to conform to the 2020 presentation. These reclassifications had no effect on net loss or loss per share as previously reported. |
Concentration of Risk | Concentration of Risk The Company expects cash to be the asset most likely to subject the Company to concentrations of credit risk. The Company’s bank deposits may at times exceed federally insured limits. The Company’s policy is to maintain its cash with high credit quality financial institutions to limit its risk of loss exposure. The Company’s cash balance as of September 30, 2021, is in excess of FDIC limits in the amount of approximately $ 808,800 The Company is subject to a number of risks similar to those of other companies at a clinical-stage for radiopharmaceutical drug candidates, including dependence on key individuals; the need to develop commercially viable therapeutics; competition from other companies, many of which are larger and better capitalized; and the need to obtain adequate additional financing to fund the development of its products. The Company currently depends on third-party, suppliers for key materials and services used in its research and development manufacturing process, and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply the Company with adequate materials and services. The Company had no | Concentration of Risk The Company expects cash to be the asset most likely to subject the Company to concentrations of credit risk. The Company’s bank deposits may at times exceed federally insured limits. The Company’s policy is to maintain its cash with high credit quality financial institutions to limit its risk of loss exposure. The Company had no revenue from its continuing operations in 2020 and 2019. Revenue included in discontinued operations was generated from one related customer in 2020 and two related customers in 2019. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with Accounting Standards Codification (“ASC”) 825, Financial Instruments Other financial instruments, including accounts payable, accrued liabilities and short-term debt, are carried at cost, which approximates fair value given their short-term nature. | |
Deferred Offering Cost | Deferred Offering Cost Costs incurred prior to an equity offering are capitalized until the offering occurs. Upon the equity offering, all accumulated costs are charged against proceeds. If the Company determines that the equity offering will not occur, the accumulated costs are charged to operations. | |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, the Company views its operations and manages its business as one segment. | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives of the assets as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Years Furniture and equipment 7 Computers 5 Expenditures for maintenance and repairs are charged to operations as incurred. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | As of September 30, 2021, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Shares from the conversion of Series B Preferred Stock not inclusive of dividends 9,431,250 Shares from the conversion of Series E-1 Preferred Stock (subject to vesting in 2021 through 2023 8,500,000 Shares from common stock options 1,112,619 Shares from common stock warrants 7,559,289 Shares from the conversion of debentures 218,750 Shares from the conversion of redeemable convertible preferred stock (based upon an assumed conversion price at September 30, 2021 of $ 0.16 4,286,875 As of September 30, 2020, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive: Shares from common stock options 468,619 Shares from common stock warrants 46,154 Shares from the conversion of debentures 66,000 Shares that may be converted from Bridge Notes (based upon an assumed conversion price at September 30, 2020 of $ 1.98 8,079,617 Shares from the conversion of redeemable convertible preferred stock (inclusive of cumulative dividends which may be converted to shares of common stock under certain conditions). 3,522,591 | SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Shares from the conversion of Series B Preferred Stock 1,756,250 Shares from the conversion of Series E-1 Preferred Stock (subject to vesting in 2021 through 2023 and potential forfeiture 7,650,000 Shares from common stock options 468,619 Shares from common stock warrants 46,154 Shares from the conversion of debentures 625,000 Shares that may be converted from Bridge Notes (based upon an assumed conversion price at December 31, 2020 of $ 0.22 6,578,702 Shares from the conversion of redeemable convertible preferred stock (based upon an assumed conversion price at December 31, 2020 of $ 0.22 2,727,273 At December 31, 2019, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive (all shares adjusted to reflect a 25:1 reverse stock split effected on September 4, 2020): Shares from common stock options 340,619 Shares from common stock warrants 126,154 Shares from the conversion of debentures 66,000 Shares that may be converted from Bridge Notes (based upon an assumed conversion price at December 31, 2019 of $ 2.10 2,858,671 Shares from the conversion of redeemable convertible preferred stock (not inclusive of cumulative dividends which may be converted to shares of common stock under certain conditions). 299,442 |
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES | SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Years Furniture and equipment 7 Computers 5 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE | The following tables set forth the Company’s unaudited financial assets and liabilities measured at fair value by level within the fair value hierarchy as of September 30, 2021 and December 31, 2020. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE Total Level 1 Level 2 Level 3 Convertible Bridge Notes $ - $ - $ - $ - Fair value as of September 30, 2021 $ - $ - $ - $ - Total Level 1 Level 2 Level 3 Convertible Bridge Notes $ 3,598,000 $ - $ $ 3,598,000 Fair value as of December 31, 2020 $ 3,598,000 $ - $ - $ 3,598,000 | SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE Fair value at December 31, 2020 Level 1 Level 2 Level 3 Convertible Bridge Notes $ 3,598,000 $ - $ - $ - Total $ 3,598,000 $ - $ - $ - Fair value at December 31, 2019 Level 1 Level 2 Level 3 Convertible Bridge Notes $ 2,473,000 $ - $ - $ 2,473,000 Total $ 2,473,000 $ - $ - $ 2,473,000 |
SCHEDULE OF RECONCILIATION OF LEVEL 3 CONVERSION OPTION LIABILITY | The following tables present a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that use significant unobservable inputs (Level 3) that has been recorded in the condensed consolidated balance sheets which is as follows: SCHEDULE OF RECONCILIATION OF LEVEL 3 CONVERSION OPTION LIABILITY Fair value, December 31, 2020 $ 3,598,000 Accrued interest 35,983 Conversion to shares of common stock (3,633,983 ) Fair value, September 30, 2021 $ - | SCHEDULE OF RECONCILIATION OF LEVEL 3 CONVERSION OPTION LIABILITY Year Ended December 31, 2020 Fair value, December 31, 2019 $ 2,473,000 Accrued interest 485,336 Conversions of debt and accrued interest to shares of common stock (2,530,572 ) Amortization of debt issuance costs - Net unrealized loss on convertible bridge notes 3,170,236 Fair value, December 31, 2020 $ 3,598,000 Year Ended December 31, 2019 Fair value, December 31, 2018 $ 2,960,000 Issuances of debt 30,000 Accrued interest 535,877 Amortization of debt issuance costs 5,000 Net unrealized gain on convertible bridge notes (1,057,877 ) Fair value, December 31, 2019 $ 2,473,000 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
SCHEDULE OF DISCONTINUED OPERATION | Reconciliation of revenue and expense items in discontinued operations in the unaudited condensed statements of operations: SCHEDULE OF DISCONTINUED OPERATION For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2020 REVENUES $ 191,199 $ 541,197 OPERATING EXPENSES Payroll and related expenses 106,310 320,463 General and administrative 13,562 51,375 Total operating expenses 119,872 371,838 Operating Income 71,327 169,359 Financing costs including interest (15,271 ) (42,395 ) OTHER EXPENSE (15,271 ) (42,395 ) INCOME FROM DISCONTINUED OPERATIONS $ 56,056 $ 126,964 Reconciliation of cash flows from operating activities and financing activities on the unaudited condensed statements of cash flows: Nine Months ended September 30, 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net income from discontinued operations $ 126,964 Adjustments to reconcile net income to net cash provided by discontinued operations: Changes in operating assets and liabilities Increase in accounts payable and accrued expenses 22,500 Increase in accrued interest - related party 42,395 Net cash provided by operating activities 276,649 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from promissory notes - related parties 290,373 Net cash provided by financing activities 290,373 Net cash provided by discontinued operations $ 482,232 | A reconciliation of the major classes of line items constituting the income (loss) from discontinued operations, net of income taxes as is presented in the consolidated statements of operations for the years ended December 31, 2020, and 2019 are summarized below: SCHEDULE OF DISCONTINUED OPERATION Reconciliation of liabilities included in current liabilities held for disposal on the consolidated balance sheet: 2020 2019 Year ended December 31, 2020 2019 Carrying amounts of major classes of liabilities included as part of liabilities held for disposal Accounts payable and accrued expenses $ - $ 15,000 Accrued interest - related parties - 15,426 Notes payable - related parties - 788,500 Total liabilities included in the liabilities held for disposal $ - $ 818,926 Reconciliation of revenue and expense items in discontinued operations on the consolidated statement of operations: 2020 2019 Year ended December 31, 2020 2019 REVENUES $ 541,200 $ 916,667 OPERATING EXPENSES Payroll and related expenses 515,741 835,183 Professional fees - 7,500 General and administrative 53,398 106,256 Total Operating Expenses 569,139 948,939 Financing costs including interest 46,967 15,426 Gain on debt extinguishment (1,032,160 ) - INCOME (LOSS) FROM DISCONTINUED OPERATIONS $ 957,254 $ (47,698 ) Reconciliation of cash flows from operating activities and financing activities on the consolidated statement of cash flow: 2020 2019 Year ended December 31, 2020 2019 CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) from Discontinued Operations $ 957,254 $ (47,698 ) Adjustments to reconcile net loss to net cash provided by discontinued operations: Gain on forgiveness or assumption of promissory notes and accrued expenses (1,032,160 ) - Changes in operating assets and liabilities Increase in accounts payable and accrued expenses 22,500 15,000 Increase in contract liabilities - related party - (117,667 ) Increase in accrued interest - related party 46,967 15,426 Net cash used in operating activities (5,439 ) (134,939 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from promissory notes - related parties 338,373 788,500 Repayments on promissory notes - related parties (1,590 ) - Net cash provided by financing activities 336,783 788,500 Net cash provided by discontinued operations $ 331,344 $ 653,561 |
COMMON STOCK, PREFERRED STOCK_2
COMMON STOCK, PREFERRED STOCK AND WARRANTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
SUMMARY OF ALL OUTSTANDING COMMON STOCK WARRANTS | SCHEDULE OF STOCKHOLDERS' EQUITY NOTE, WARRANTS OR RIGHTS Number of Exercise price Expiration Warrants issued in connection with issuance of Series B Preferred Stock (1) 6,202,861 $ 0.25 October 15, 2021 Warrants issued in connection with issuance of Series B Preferred Stock to lead investor 475,000 $ 0.45 January 15, 2022 Warrants issued in connection with the issuance of Series B Preferred Stock to directors 65,714 $ 0.25 October 15, 2021 Warrants issued to a service provider (2) 750,000 $ 0.22 October 15, 2021 (1) On September 22, 2021, the Company’s board of directors approved an extension of the expiration date of these Series B warrants from September 30, 2021 to October 15, 2021 0.35 0.25 (2) On September 22, 2021, the Company’s board of directors approved an extension of the expiration date of these warrants issued to a service provider from September 30, 2021 to October 15, 2021. | SUMMARY OF ALL OUTSTANDING COMMON STOCK WARRANTS Number of Exercise price Average Warrants issued in connection with issuance of Series A Preferred Stock 46,154 $ 0.22 0.005 |
SCHEDULE OF ISSUED SHARES OF COMMON STOCK | SCHEDULE OF ISSUED SHARES OF COMMON STOCK Stock based compensation for services 1,750,000 Conversions of debentures and notes with unrelated parties 218,686 Conversion of Bridge Notes 13,312,175 Conversion of accrued salary and bonus, directors’ fees and notes with related parties 2,111,482 Total Common Shares issued in 2020 17,392,343 |
STOCK OPTIONS AND RESTRICTED _2
STOCK OPTIONS AND RESTRICTED STOCK UNITS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
SUMMARY OF COMMON STOCK OPTIONS ISSUED UNDER OPTION PLANS | SUMMARY OF COMMON STOCK OPTIONS ISSUED UNDER OPTION PLANS Number Outstanding Weighted Avg. Exercise Price Weighted Avg. Remaining Contractual Life (Years) Balance, December 31, 2019 340,619 $ 3.00 3.9 Options issued 128,000 0.50 8.9 Balance, December 31, 2020 468,619 1.75 5.6 | |
SCHEDULE OF FAIR VALUE OF NEW STOCK OPTIONS GRANTED USING THE ASSUMPTIONS | The assumptions that were used in Black-Scholes option pricing model for the nine months ended September 30, 2021 were as follows: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED USING THE ASSUMPTIONS Expected term (years) 5 Expected volatility 153.9 % Risk-free interest rate 0.08 % Expected dividend yield 0.0 % | The fair value of new stock options granted and repriced stock options using the Black-Scholes option pricing model was calculated using the following assumptions for the year ended December 31, 2020: SCHEDULE OF FAIR VALUE OF NEW STOCK OPTIONS GRANTED USING THE ASSUMPTIONS Year Ended December 31, 2020 Risk free interest rate 1.610 % Expected volatility 149.67 % Expected dividend yield - % Expected term in years 5 |
SCHEDULE OF VESTED AND EXERCISABLE OPTIONS AT PERIOD END | The vested and exercisable options at period end follows: SCHEDULE OF VESTED AND EXERCISABLE OPTIONS AT PERIOD END Exercisable/ Vested Options Outstanding Weighted Avg. Exercise Price Weighted Avg. Remaining Contractual Life (Years) Balance, December 31, 2020 464,619 $ 1.75 5.6 | |
Officers and Directors [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
SUMMARY OF COMMON STOCK OPTIONS ISSUED UNDER OPTION PLANS | A summary of stock option activity and related information is as follows: SUMMARY OF STOCK OPTION ACTIVITY Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of December 31, 2020 468,619 $ 1.31 5.6 $ Granted 644,000 $ 0.36 9.9 $ - Outstanding as of September 30, 2021 1,112,619 $ 0.76 7.8 $ - Exercisable as of September 30, 2021 468,619 $ 1.31 4.9 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF EFFECTIVE INCOME TAX RATES RECONCILIATION | SCHEDULE OF EFFECTIVE INCOME TAX RATES RECONCILIATION 2020 2019 Tax benefit at U.S. statutory rate $ (1,021,163 ) $ 143,216 State taxes, net of federal benefit (260,154 ) 35,189 Change in fair value of convertible bridge notes and derivatives 792,877 222,129 Other permanent differences 60,941 37,509 Change in valuation allowance 427,499 (438,042 ) Income Tax Expense (Benefit) $ — $ — |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities for the years ended December 31, 2020 and 2019 consisted of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2020 2019 Net operating loss carry-forward $ 2,657,931 $ 2,229,303 Accrued expenses 80,676 87,888 Stock based compensation 50,944 44,861 Deferred revenue - — Depreciation expense - — Net deferred tax assets 2,789,552 2,362,052 Valuation allowance (2,789,552 ) (2,362,052 ) Total net deferred tax asset $ — $ — |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | Sep. 04, 2020 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Description of reverse stock spilt | the Company completed a 25:1 reverse stock split of its common shares | the Company also effected a 25:1 reverse stock split | ||
Earth Property Holdings LLC [Member] | ||||
Proceeds from sales of assets, investing activities | $ 100,000 | $ 100,000 | ||
Description of reverse stock spilt | On September 4, 2020, the Company completed a 25:1 reverse stock split of its common shares. | |||
Equity method investment ownership percentage | 18.00% |
BASIS OF PRESENTATION AND GOI_2
BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | Feb. 28, 2021 | Jan. 31, 2021 | Jan. 27, 2021 | Nov. 15, 2021 | Jan. 31, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 22, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 15, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Convertible debt | $ 35,000 | $ 35,000 | $ 137,500 | $ 165,000 | ||||||||||||||
Debt conversion original debt amount | 3,633,983 | |||||||||||||||||
Net cash used in operating activities | 1,128,525 | |||||||||||||||||
Loss from continuing operations | 1,054,192 | $ 2,480,645 | 8,364,454 | $ 3,861,599 | 5,819,937 | 634,281 | ||||||||||||
Accumulated deficit | 25,837,433 | 25,837,433 | 15,911,895 | 11,049,210 | ||||||||||||||
Cash | 1,067,287 | 1,067,287 | 8,304 | 478 | ||||||||||||||
Proceeds from sale of preferred stock | $ 2,500,000 | 2,221,000 | 100,000 | |||||||||||||||
Warrant exercise price | $ 1 | |||||||||||||||||
Convertible Notes Payable, Current | 3,598,000 | 2,440,090 | ||||||||||||||||
Net cash used in operating activities | 1,128,525 | 620,118 | 742,899 | 978,057 | ||||||||||||||
Net loss | 1,054,192 | $ 2,904,203 | $ 4,406,059 | 2,424,588 | $ 872,645 | $ 437,402 | $ 8,364,454 | $ 3,734,635 | 4,862,683 | 681,979 | ||||||||
Working capital deficit | 4,168,618 | |||||||||||||||||
Annual management fee | 500,000 | |||||||||||||||||
Eight Year Management Agreement [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Annual management fee | $ 200,000 | |||||||||||||||||
Investors [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Warrant expiration date | Oct. 31, 2022 | |||||||||||||||||
Private Placement [Member] | Accredited Investors [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Issuance of common stock | $ 555,000 | |||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2023 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Debt principal and accrued capitalized interest | 480,000 | |||||||||||||||||
Proceeds from sale of preferred stock | $ 2,500,000 | |||||||||||||||||
Debentures | 35,000 | |||||||||||||||||
Subsequent Event [Member] | Investors [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Class of stock warrants | 925,001 | |||||||||||||||||
Warrant expiration date | Oct. 31, 2022 | |||||||||||||||||
Subsequent Event [Member] | Private Placement [Member] | Investors [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Warrant exercise price | $ 0.20 | |||||||||||||||||
Issuance of common stock | $ 555,000 | |||||||||||||||||
Redeemable Preferred Stock [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Convertible debt | 35,000 | $ 35,000 | ||||||||||||||||
Debt principal and accrued capitalized interest | 480,000 | |||||||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Debt conversion, shares issued | 23 | |||||||||||||||||
Warrant exercise price | $ 0.25 | $ 0.25 | ||||||||||||||||
Total earnings | $ 467,858 | |||||||||||||||||
Subscriptions receivable | $ 35,714 | |||||||||||||||||
Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Debt principal and accrued capitalized interest | $ 600,000 | |||||||||||||||||
Common Class B [Member] | E P Hs Limited Liability Company Agreement [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Number of shares acquired in acquisition | 53,970 | 124,999 | ||||||||||||||||
Voting interests, acquired | 19.90% | |||||||||||||||||
Number of shares acquired in acquisition, value | $ 21,588 | $ 50,000 | ||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Debt conversion, shares issued | 13,312,175 | |||||||||||||||||
Net loss | ||||||||||||||||||
Common Stock [Member] | Investors [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Class of stock warrants | 925,001 | 925,001 | ||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Warrant exercise price | $ 0.60 | |||||||||||||||||
Shares issued | 1,871,432 | |||||||||||||||||
Unissed shares | $ 142,857 | $ 142,857 | ||||||||||||||||
Convertible Notes Payable, Current | $ 5,000,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||||||||||||
Bridge Notes [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Convertible debt | $ 2,851,908 | $ 2,851,908 | 2,851,908 | |||||||||||||||
Debt conversion original debt amount | $ 1,447,315 | $ 2,928,679 | ||||||||||||||||
Debt conversion, shares issued | 6,578,701 | 13,312,175 | ||||||||||||||||
Debt principal and accrued capitalized interest | $ 1,400,000 | |||||||||||||||||
Debentures | $ 137,500 | |||||||||||||||||
Bridge Notes [Member] | Subsequent Event [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Debt conversion, shares issued | 6,578,702 | |||||||||||||||||
Bridge Notes [Member] | Common Stock [Member] | ||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||
Debt conversion, shares issued | 6,627,692 |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Conversion of Series B Preferred Stock [Member] | ||||
Antidilutive securities excluded from computation of net loss per share, amount | 9,431,250 | 1,756,250 | ||
Conversion Of Series E 1 Preferred Stock [Member] | ||||
Antidilutive securities excluded from computation of net loss per share, amount | 8,500,000 | 7,650,000 | ||
Common Stock Options [Member] | ||||
Antidilutive securities excluded from computation of net loss per share, amount | 1,112,619 | 468,619 | 468,619 | 340,619 |
Common Stock Warrants [Member] | ||||
Antidilutive securities excluded from computation of net loss per share, amount | 7,559,289 | 46,154 | 46,154 | 126,154 |
Conversion of Debentures [Member] | ||||
Antidilutive securities excluded from computation of net loss per share, amount | 218,750 | 66,000 | 625,000 | 66,000 |
Conversion of Debentures [Member] | Shares May Be Converted into Bridge Notes [Member] | ||||
Antidilutive securities excluded from computation of net loss per share, amount | 8,079,617 | 6,578,702 | 2,858,671 | |
Conversion of Redeemable Convertible Preferred Stock [Member] | ||||
Antidilutive securities excluded from computation of net loss per share, amount | 4,286,875 | 3,522,591 | 2,727,273 | 299,442 |
SCHEDULE OF ANTIDILUTIVE SECU_2
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | |
Conversion price per share | $ 0.22 | $ 0.22 | |||
Conversion Of Series E 1 Preferred Stock [Member] | |||||
Vesting description | vesting in 2021 through 2023 | vesting in 2021 through 2023 and potential forfeiture | |||
Conversion of Redeemable Convertible Preferred Stock [Member] | |||||
Conversion price per share | $ 0.16 | $ 0.22 | |||
Conversion of Debentures [Member] | Shares May Be Converted into Bridge Notes [Member] | |||||
Conversion price per share | $ 0.22 | $ 1.98 | $ 2.10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash equivalents | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue | 0 | 0 | 11,676,137 | |||
Research and development costs | 164,378 | 96,943 | $ 385,785 | 206,943 | $ 362,456 | |
Incometax likely hood percentage, description | A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized. | A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized | ||||
Cash FDIC insured amount | 808,800 | $ 808,800 | ||||
revenue | ||||||
Research and Development Expense [Member] | ||||||
Research and development expenses costs incurred | $ 164,378 | $ 385,785 | $ 164,378 | $ 385,785 |
SEPARATION AGREEMENT (Details N
SEPARATION AGREEMENT (Details Narrative) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 06, 2020 | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
total liabilities | $ 333,250 | $ 4,298,597 | $ 3,832,874 | ||
Conversion price per share | $ 0.22 | $ 0.22 | |||
Management Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
total liabilities | $ 993,985 | ||||
promissory notes | $ 114,700 | ||||
Conversion price per share | $ 0.22 | ||||
License Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Accrued license fees | $ 37,500 |
EQUITY METHOD INVESTMENT (Detai
EQUITY METHOD INVESTMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jan. 31, 2019 | Nov. 30, 2018 | |
Sale of equity interest | $ 100,000 | |||||
Equity, revenue | $ 0 | $ 0 | $ 11,676,137 | |||
Loss prior to income taxes | 2,121,397 | |||||
Write-off of notes payable | 1,110,674 | |||||
Notes payable to related parties | $ 114,700 | |||||
Earth Property Holdings LLC [Member] | ||||||
Equity investment | $ 21,588 | $ 50,000 | ||||
Equity, percentage | 19.90% | 19.90% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Nov. 06, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2018 |
Debt original amount | $ 3,633,983 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.22 | $ 0.22 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||
Legal fees | $ 8,163 | $ 10,993 | 58,043 | $ 52,752 | |||||
Accounts payable and accrued expenses | 25,942 | 25,942 | $ 32,716 | $ 10,575 | |||||
Proceeds from related party debt | 335,873 | 338,373 | 788,500 | ||||||
Termination of debt | $ 993,985 | ||||||||
Gain on elimination of debt | (503,762) | ||||||||
Earth Property Holdings LLC [Member] | Separation Agreement [Member] | |||||||||
Recognized revenues based on service period | $ 174,999 | 0 | $ 524,997 | 525,000 | 549,000 | ||||
Notes payable related parties | 34,136 | $ 33,492 | |||||||
Debt instrument, interest rate | 6.00% | ||||||||
Debt conversion shares issued | 534,815 | ||||||||
Legal fees | $ 67,147 | 12,000 | |||||||
Amount of fee received for advisory services | 250,000 | ||||||||
Proceeds from related party debt | 291,283 | 788,500 | |||||||
Gain on elimination of debt | 1,032,160 | ||||||||
Loss on conversion of notes | 155,096 | ||||||||
Principal and accrued interest remained outstanding | 788,500 | $ 15,426 | |||||||
Earth Property Holdings LLC [Member] | License Agreement [Member] | |||||||||
Accrued royalties | 37,500 | ||||||||
President [Member] | |||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 500 | ||||||||
Officers and Directors [Member] | |||||||||
Proceeds from short-term notes payable | $ 45,500 | ||||||||
Debt instrument, interest rate | 10.00% | ||||||||
Short-term notes payable | $ 7,500 | 7,500 | $ 30,500 | ||||||
Debt conversion shares issued | 1,576,668 | ||||||||
Interest payable | $ 413,000 | ||||||||
Convertible notes payable - related parties | 346,867 | ||||||||
Loss on convertible debt and other liabilities converted to equity | 309,430 | ||||||||
Officers and Directors [Member] | Series B Preferred Stock [Member] | |||||||||
Debt original amount | $ 23,000 | ||||||||
Debt conversion shares issued | 23 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 1,000 | $ 1,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 65,714 | 65,714 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.35 | $ 0.35 | |||||||
Agrarian Technologies [Member] | Earth Property Holdings LLC [Member] | Separation Agreement [Member] | |||||||||
Debt original amount | $ 117,659 | ||||||||
IGL Pharma Inc [Member] | President [Member] | |||||||||
Non-controlling interest percentage | 1.00% | 1.00% |
DEBENTURES, CONVERTIBLE BRIDG_2
DEBENTURES, CONVERTIBLE BRIDGE NOTES, AND NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 28, 2020 | Apr. 14, 2020 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Nov. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||||||||||||
Debt conversion, value | $ 3,441,401 | ||||||||||||
Loss on extinguishment of debt | $ (503,762) | ||||||||||||
Procceds from convertible debt | 142,500 | $ 30,000 | |||||||||||
Fair value of convertible bridge notes | $ 3,598,000 | 2,440,090 | |||||||||||
Conversion price per share | $ 0.22 | $ 0.22 | |||||||||||
Fair value of convertible bridge notes | $ 1,110,674 | ||||||||||||
Change in fair value of convertible bridge notes | $ (1,343,236) | (1,666,422) | (3,170,236) | 1,057,877 | |||||||||
Loans payable | 142,929 | ||||||||||||
Paycheck Protection Program Loan - current portion | 34,163 | ||||||||||||
Paycheck Protection Program Loan - net of current portion | 108,779 | ||||||||||||
Proceeds from related party debt | 335,873 | 338,373 | 788,500 | ||||||||||
Loss of notes payable convertible to equity | $ 27,169 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt interest amount | 53,061 | ||||||||||||
Paycheck Protection Program [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from loans | $ 142,942 | ||||||||||||
Debt instrument, interest rate | 1.00% | ||||||||||||
Debt Instrument, Maturity Date, Description | April 2022 | ||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 142,492 | ||||||||||||
Debt instrument maturity date | Apr. 14, 2022 | ||||||||||||
Common Stock [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt conversion into shares | 13,312,175 | ||||||||||||
Conversion price per share | $ 0.16 | ||||||||||||
Senior Secured Convertible Debentures [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible promissory note | 35,000 | 165,000 | 35,000 | 165,000 | $ 137,500 | 165,000 | |||||||
Debt conversion, value | $ 41,250 | ||||||||||||
Debt conversion into shares | 27,500 | 125,000 | |||||||||||
Conversion price per share | $ 0.22 | ||||||||||||
Debenture [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt conversion, value | $ 102,500 | ||||||||||||
Debt conversion into shares | 517,086 | ||||||||||||
Loss on extinguishment of debt | $ 356,454 | ||||||||||||
Debt, Current | 35,000 | 35,000 | |||||||||||
Bridge Offering [Member] | In 2017 and 2018 [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Procceds from convertible debt | 2,771,908 | $ 2,771,908 | |||||||||||
Bridge Offering [Member] | In 2017 and 2018 [Member] | Three Directors [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt conversion, value | 156,368 | 156,368 | |||||||||||
Bridge Offering [Member] | In 2017 and 2018 [Member] | One Shareholder [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt conversion, value | 11,784 | 11,784 | |||||||||||
Follow-On Bridge Offering [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt conversion, value | $ 50,000 | ||||||||||||
Debt conversion into shares | 24,538 | 24,538 | |||||||||||
Annual interest rate, description | one of the original Bridge Notes for $50,000 plus $7,664 accrued interest was converted by its holder into 24,538 shares of common stock. Maturity for the Bridge Notes was 36 months from issuance (24 months for the Bridge Notes issued in 2018 and 2019) with 15% annual interest which is capitalized each year into the principal of the Bridge Notes and paid in kind. | ||||||||||||
Accrued interest | $ 7,664 | ||||||||||||
Follow-On Bridge Offering [Member] | Investors [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Bridge offering amount | 30,000 | ||||||||||||
Bridge Notes [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt conversion, value | $ 4,378,488 | $ 3,017,499 | |||||||||||
Debt conversion into shares | 6,578,701 | 13,312,175 | |||||||||||
Loss on extinguishment of debt | 744,205 | $ 495,320 | |||||||||||
Debt, Current | $ 137,500 | ||||||||||||
Debt, term | 36 months | 36 months | |||||||||||
Debt principal and accrued capitalized interest | $ 1,400,000 | ||||||||||||
Bridge Notes [Member] | Common Stock [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt conversion, value | 495,320 | ||||||||||||
Debt conversion into shares | 6,627,692 | ||||||||||||
Bridge Notes [Member] | Holders [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal and accrued interest | 2,900,000 | ||||||||||||
Bridge Notes [Member] | Related Parties [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal and accrued interest | $ 413,469 | ||||||||||||
Two Thousand Eighteen And Two Thousand Nineteen Bridge Notes [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt, term | 24 months | 24 months | |||||||||||
Convertible Promissory Notes [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt Instrument, Fair Value Disclosure | 0 | 0 | $ 0 | ||||||||||
Fair value of convertible bridge notes | $ 1,348,237 | $ 1,666,422 | $ 1,348,237 | $ 1,666,422 | |||||||||
Fair value of convertible bridge notes | 3,598,000 | 2,981,000 | |||||||||||
Convertible bridge notes, principal amount due | 836,878 | 2,801,908 | |||||||||||
Change in fair value of convertible bridge notes | $ (3,170,236) | $ 1,057,877 | |||||||||||
Promissory Note [Member] | Series B Preferred Stock [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt conversion into shares | 156 | ||||||||||||
Convertible bridge notes, principal amount due | $ 171,000 | ||||||||||||
Debt interest amount | $ 5,611 | ||||||||||||
Promissory Note [Member] | Unrelated Third Party [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||
Proceeds from related party debt | $ 171,000 | ||||||||||||
Promissory Note [Member] | Common Stock [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt conversion into shares | 93,686 |
SCHEDULE OF LIABILITIES MEASURE
SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible Bridge Notes | $ 3,598,000 | $ 2,473,000 | |
Total | 3,598,000 | 2,473,000 | |
Convertible Bridge Notes | 3,598,000 | ||
Total | 3,598,000 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible Bridge Notes | |||
Total | |||
Convertible Bridge Notes | |||
Total | |||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible Bridge Notes | |||
Total | |||
Convertible Bridge Notes | |||
Total | |||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible Bridge Notes | 3,598,000 | 2,473,000 | |
Total | 3,598,000 | $ 2,473,000 | |
Convertible Bridge Notes | |||
Total |
SCHEDULE OF RECONCILIATION OF L
SCHEDULE OF RECONCILIATION OF LEVEL 3 CONVERSION OPTION LIABILITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |||
Fair value beginning | $ 3,598,000 | $ 2,473,000 | $ 2,960,000 |
Accrued interest | 35,983 | 485,336 | 535,877 |
Conversion to shares of common stock | (3,633,983) | ||
Fair value, end | 3,598,000 | 2,473,000 | |
Conversions of debt and accrued interest to shares of common stock | (2,530,572) | ||
Amortization of debt issuance costs | 5,000 | ||
Net unrealized gain(loss) on convertible bridge notes | $ 3,170,236 | (1,057,877) | |
Issuances of debt | $ 30,000 |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
REVENUES | $ 191,199 | $ 541,197 | $ 541,200 | $ 916,667 | |
General and administrative | 13,562 | 51,375 | 53,398 | 106,256 | |
Total Operating Expenses | 71,327 | 169,359 | 569,139 | 948,939 | |
Financing costs including interest | (15,271) | (42,395) | 46,967 | 15,426 | |
OTHER EXPENSE | (15,271) | (42,395) | |||
INCOME FROM DISCONTINUED OPERATIONS | 56,056 | 126,964 | |||
Net Income (Loss) from Discontinued Operations | 126,964 | 957,254 | (47,698) | ||
Increase in accounts payable and accrued expenses | 22,500 | ||||
Increase in accrued interest - related party | 42,395 | ||||
Net cash used in operating activities | 276,649 | (5,439) | (134,939) | ||
Proceeds from promissory notes - related parties | 290,373 | 338,373 | 788,500 | ||
Net cash provided by financing activities | 290,373 | 336,783 | 788,500 | ||
Net cash provided by discontinued operations | $ 482,232 | 331,344 | 653,561 | ||
Accounts payable and accrued expenses | 15,000 | ||||
Accrued interest - related parties | 15,426 | ||||
Notes payable - related parties | 788,500 | ||||
Total liabilities included in the liabilities held for disposal | 818,926 | ||||
Payroll and related expenses | 515,741 | 835,183 | |||
Professional fees | 7,500 | ||||
Gain on debt extinguishment | (1,032,160) | ||||
Gain on forgiveness or assumption of promissory notes and accrued expenses | (1,032,160) | ||||
Increase in accounts payable and accrued expenses | 22,500 | 15,000 | |||
Increase in contract liabilities - related party | (117,667) | ||||
Increase in accrued interest - related party | 46,967 | 15,426 | |||
Repayments on promissory notes - related parties | $ (1,590) |
SCHEDULE OF STOCKHOLDERS' EQUIT
SCHEDULE OF STOCKHOLDERS' EQUITY NOTE, WARRANTS OR RIGHTS (Details) - $ / shares | Sep. 22, 2021 | Sep. 30, 2021 | Jun. 17, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | ||
Class of Stock [Line Items] | ||||||||
Number of warrants | 6,000 | |||||||
Warrant exercise price | $ 1 | |||||||
Conversion price per share | $ 0.22 | $ 0.22 | ||||||
Warrants Issued In Connection With Issuance Of Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of warrants | [1] | 6,202,861 | ||||||
Warrants Issued in Connection with Issuance of Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of warrants | 46,154 | |||||||
Warrant exercise price | $ 0.25 | [1] | $ 0.22 | |||||
Expiration Date | [1] | Oct. 15, 2021 | ||||||
Warrants Issued in Connection with Issuance of Series B Preferred Stock to Lead Investor [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of warrants | 475,000 | |||||||
Warrant exercise price | $ 0.45 | |||||||
Expiration Date | [1] | Jan. 31, 2022 | ||||||
Warrants Issued in Connection with Issuance of Series B Preferred Stock to Directors [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of warrants | 65,714 | |||||||
Warrant exercise price | $ 0.25 | |||||||
Expiration Date | Oct. 15, 2021 | |||||||
Warrants Issued To Service Provider [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of warrants | 750,000 | 750,000 | 750,000 | |||||
Warrant exercise price | $ 0.22 | |||||||
Expiration Date | Oct. 15, 2021 | Oct. 15, 2021 | ||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant expiration date description | expiration date of these Series B warrants from September 30, 2021 to October 15, 2021 | |||||||
Series B Preferred Stock [Member] | Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion price per share | $ 0.35 | |||||||
Series B Preferred Stock [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion price per share | $ 0.25 | |||||||
[1] | On September 22, 2021, the Company’s board of directors approved an extension of the expiration date of these Series B warrants from September 30, 2021 to October 15, 2021 0.35 0.25 |
COMMON STOCK, PREFERRED STOCK_3
COMMON STOCK, PREFERRED STOCK AND WARRANTS (Details Narrative) | Sep. 22, 2021$ / sharesshares | Aug. 05, 2021USD ($)shares | Jun. 17, 2021USD ($)shares | Feb. 28, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 30, 2020shares | Dec. 29, 2020USD ($)$ / sharesshares | Dec. 03, 2020USD ($)shares | Sep. 30, 2020shares | Sep. 04, 2020 | Jan. 31, 2021USD ($)$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 22, 2021shares | Dec. 31, 2018$ / sharesshares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 13,312,175 | ||||||||||||||||||||||
Stock issued during period values for services | $ 41,174 | $ 652,392 | $ 131,167 | $ 25,000 | $ 20,833 | $ 258,667 | $ 115,715 | ||||||||||||||||
Stock based compensation | $ 50,000 | 24,327 | 0 | ||||||||||||||||||||
Debt conversion, value | $ 3,441,401 | ||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.22 | $ 0.22 | $ 0.22 | ||||||||||||||||||||
[custom:LossOnConversionOfBridgeNotesAndAccruedInterest] | $ 744,505 | $ 495,320 | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,633,983 | ||||||||||||||||||||||
Number shares issued during period | shares | 17,392,343 | ||||||||||||||||||||||
Professional fee | $ 127,000 | ||||||||||||||||||||||
Stock issued during period shares for services | shares | 200,000 | ||||||||||||||||||||||
Preferred stock dividend percentage | 6.00% | 6.00% | |||||||||||||||||||||
Preferred stock liquidation preference equal to aggregate purchase price plus accrued dividends | $ 600,000 | $ 480,000 | $ 480,000 | $ 600,000 | |||||||||||||||||||
Convertible preferred stock consent percentage | 67.00% | 67.00% | |||||||||||||||||||||
Redemption term | 2 years | 2 years | |||||||||||||||||||||
Convertible preferred stock conversion price per share | $ / shares | $ 0.16 | $ 0.16 | |||||||||||||||||||||
Preferred stock, shares outstanding | shares | 600 | 480 | 480 | 600 | 600 | ||||||||||||||||||
Deferred Compensation Equity | $ 148,333 | $ 1,307,593 | $ 1,307,593 | $ 148,333 | |||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 21 days | ||||||||||||||||||||||
Expected term | 5 years | 5 years | |||||||||||||||||||||
Expected dividend yield rate | 0.00% | (0.00%) | |||||||||||||||||||||
Expected volatility rate | 153.90% | 149.67% | |||||||||||||||||||||
Expected risk-free rate | 0.08% | 1.61% | |||||||||||||||||||||
Number of warrants | shares | 6,000 | ||||||||||||||||||||||
Compensation expense | $ 7,841 | ||||||||||||||||||||||
Average remaining term in years | 5 years | ||||||||||||||||||||||
Deemed Dividend Charges | 155,639 | ||||||||||||||||||||||
Loss on convertible debt and other liabilities converted to equity | $ 834,903 | ||||||||||||||||||||||
Description of reverse stock spilt | the Company completed a 25:1 reverse stock split of its common shares | the Company also effected a 25:1 reverse stock split | |||||||||||||||||||||
Preferred stock, shares issued | shares | 600 | 480 | 480 | 600 | 600 | ||||||||||||||||||
Number of warrants expired | shares | 46,154 | ||||||||||||||||||||||
Subscription receivable | $ 25,000 | $ 25,000 | |||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 1 | ||||||||||||||||||||||
Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 107.00% | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 111.00% | ||||||||||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.04% | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.05% | ||||||||||||||||||||||
Three Consultants [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number shares issued during period | shares | 600,000 | ||||||||||||||||||||||
Officers and Directors [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Interest Payable | $ 413,000 | $ 413,000 | |||||||||||||||||||||
Debt conversion into shares | shares | 1,576,668 | ||||||||||||||||||||||
Expected term | 10 years | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | six months after issuance and the balance 12 months after issuance | ||||||||||||||||||||||
Fifteen Holder [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Dividends Payable | $ 53,061 | ||||||||||||||||||||||
Debenture And Accrued Expenses [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 125,007 | ||||||||||||||||||||||
Interest Payable | 1,447,315 | ||||||||||||||||||||||
Debt conversion, value | $ 1,572,315 | ||||||||||||||||||||||
Debt conversion into shares | shares | 632,995 | ||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 390,068 | ||||||||||||||||||||||
Dividends | $ 542,500 | ||||||||||||||||||||||
Bridge Notes [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Debt conversion, value | $ 4,378,488 | $ 3,017,499 | |||||||||||||||||||||
Debt conversion into shares | shares | 6,578,701 | 13,312,175 | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,447,315 | $ 2,928,679 | |||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock issued during period values for services | $ 700,000 | ||||||||||||||||||||||
Services Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Expected dividend yield rate | 0.00% | ||||||||||||||||||||||
Number of warrants | shares | 6,000 | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 1 | ||||||||||||||||||||||
Services Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Expected term | 3 months 18 days | ||||||||||||||||||||||
Services Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Expected term | 1 month 6 days | ||||||||||||||||||||||
Several Service Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Compensation expense | $ 258,667 | $ 115,714 | |||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | 911,000 | $ 911,000 | |||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 53,061 | ||||||||||||||||||||||
Stock based compensation | $ 245 | ||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Preferred stock, shares outstanding | shares | 2,500 | 2,500 | |||||||||||||||||||||
Series B Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.25 | ||||||||||||||||||||||
Series B Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.35 | ||||||||||||||||||||||
Series B Preferred Stock [Member] | Officers and Directors [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Debt conversion into shares | shares | 23 | ||||||||||||||||||||||
Conversion price per share | $ / shares | 1,000 | $ 1,000 | |||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 23,000 | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.35 | $ 0.35 | |||||||||||||||||||||
Series B Preferred Stock [Member] | Fifteen Holder [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 991 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 120,000 | $ 120,000 | |||||||||||||||||||||
Conversion of Stock, Shares Converted | shares | 750,000 | ||||||||||||||||||||||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock issued during period values for services | $ 50,000 | ||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Debt conversion, value | $ 2,500,000 | $ 156,000 | |||||||||||||||||||||
Debt conversion into shares | shares | 156 | ||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 156,000 | ||||||||||||||||||||||
Preferred stock dividend percentage | 10.00% | 10.00% | |||||||||||||||||||||
Preferred stock liquidation preference equal to aggregate purchase price plus accrued dividends | $ 1,000 | ||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ / shares | 1,000 | 1,000 | |||||||||||||||||||||
Convertible preferred stock conversion price per share | $ / shares | $ 0.16 | $ 0.16 | $ 1,000 | $ 0.16 | |||||||||||||||||||
Preferred stock, shares outstanding | shares | 281 | 1,509 | 1,509 | 281 | |||||||||||||||||||
Preferred stock, shares issued | shares | 125 | 125 | |||||||||||||||||||||
Subscription receivable | $ 25,000 | $ 25,000 | |||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | New Capital [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Debt conversion, value | $ 125,000 | ||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of issuance of authorized shares | shares | 2,500 | 2,500 | 2,500 | ||||||||||||||||||||
Series E-1 Preferred Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Common stock earnout | shares | 8,500,000 | ||||||||||||||||||||||
Fair value of vested in period | $ 5,340,000 | $ 6,528,000 | |||||||||||||||||||||
Expected term | 4 years | 4 years | |||||||||||||||||||||
Expected dividend yield rate | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||
Expected volatility rate | 96.12% | 96.12% | 96.12% | ||||||||||||||||||||
Expected risk-free rate | 0.27% | 0.27% | 0.27% | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Since the vesting period began on December 30, 2020, compensation expense as of December 31, 2020 was not significant. | ||||||||||||||||||||||
Series E-1 Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of issuance of authorized shares | shares | 8,500 | ||||||||||||||||||||||
Series E-1 Preferred Stock [Member] | Five Individuals [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Debt conversion, value | $ 3,900,000 | ||||||||||||||||||||||
Debt conversion into shares | shares | 7,650,000 | 8,500,000 | |||||||||||||||||||||
Number shares issued during period | shares | 850 | 7,650 | 7,650 | ||||||||||||||||||||
Series E-1 Preferred Stock [Member] | Employee And Director [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Fair value of vested in period | $ 394,935 | $ 5,220,407 | |||||||||||||||||||||
Warrants Issued To Service Provider [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of warrants | shares | 750,000 | 750,000 | 750,000 | 750,000 | |||||||||||||||||||
Warrant maturity date | Oct. 15, 2021 | Oct. 15, 2021 | Oct. 15, 2021 | ||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.35 | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.25 | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.22 | $ 0.22 | |||||||||||||||||||||
Warrants issued in Connection with Issuance of Preferred Stock One [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrant maturity date description | from July 8, 2021 to September 30, 2021 | ||||||||||||||||||||||
Service Warrants [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of warrants | shares | 750,000 | ||||||||||||||||||||||
Warrant maturity date | Oct. 15, 2021 | ||||||||||||||||||||||
Warrant modification of deemed dividend | $ 101,366 | ||||||||||||||||||||||
Average remaining term in years | 14 days | 14 days | |||||||||||||||||||||
Service Warrants [Member] | Dividend Yield [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrant measurement input | 0 | 0 | |||||||||||||||||||||
Service Warrants [Member] | Volatility [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrant measurement input | 183.2 | 183.2 | |||||||||||||||||||||
Service Warrants [Member] | Risk Free Rate [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrant measurement input | 0.07 | 0.07 | |||||||||||||||||||||
Series B Warrants [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of warrants | shares | 6,268,575 | ||||||||||||||||||||||
Warrant maturity date | Oct. 15, 2021 | Sep. 30, 2021 | |||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.35 | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 0.25 | ||||||||||||||||||||||
Average remaining term in years | 4 years | 4 years | |||||||||||||||||||||
[custom:IncreaseInFairValueMarketOfDeemedDividend] | $ 694,575 | ||||||||||||||||||||||
Deemed dividend | $ 694,575 | $ 694,575 | |||||||||||||||||||||
Series B Warrants [Member] | Dividend Yield [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrant measurement input | 0 | 0 | |||||||||||||||||||||
Series B Warrants [Member] | Volatility [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrant measurement input | 183.02 | 183.02 | |||||||||||||||||||||
Series B Warrants [Member] | Risk Free Rate [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Warrant measurement input | 0.07 | 0.07 | |||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 6,525,378 | 6,627,692 | 11,418,069 | 13,312,175 | |||||||||||||||||||
Stock issued during period values for services | $ 25 | $ 60 | $ 500 | $ 175 | |||||||||||||||||||
Debt conversion into shares | shares | 13,312,175 | ||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.16 | ||||||||||||||||||||||
Number shares issued during period | shares | 700,000 | ||||||||||||||||||||||
Stock issued during period shares for services | shares | 250,000 | 600,000 | 200,000 | 1,750,000 | |||||||||||||||||||
Common Stock [Member] | Unrelated Parties [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Debt conversion, value | $ 68,373 | ||||||||||||||||||||||
Common Stock [Member] | Related Parties [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Debt conversion, value | 271,210 | ||||||||||||||||||||||
Common Stock [Member] | Bridge Notes [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Debt conversion, value | $ 495,320 | ||||||||||||||||||||||
Debt conversion into shares | shares | 6,627,692 | ||||||||||||||||||||||
Common Stock [Member] | Series B Preferred Stock [Member] | Fifteen Holder [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Conversion of Stock, Shares Issued | shares | 6,525,378 | ||||||||||||||||||||||
Conversion of Redeemable Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.22 | $ 0.16 | $ 0.16 | $ 0.22 | |||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of warrants | shares | 6,743,575 | 6,743,575 | |||||||||||||||||||||
Number of warrants expired | shares | 80,000 | 81,340 | |||||||||||||||||||||
Warrant [Member] | Board of Director [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of warrants | shares | 6,268,575 | 6,268,575 | |||||||||||||||||||||
Warrant [Member] | Services Agreement [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Expected term | 6 months | ||||||||||||||||||||||
Expected dividend yield rate | 0.00% | ||||||||||||||||||||||
Expected volatility rate | 129.81% | ||||||||||||||||||||||
Expected risk-free rate | 0.08% | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 750,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 0.22 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 404,000 | ||||||||||||||||||||||
Warrant [Member] | Series B Convertible Preferred Stock [Member] | Officers and Directors [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 23,000 | ||||||||||||||||||||||
Series B Warrant [Member] | |||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||
Number of warrants | shares | 6,268,575 |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Option outstanding, balance | 468,619 | ||
Weighted average exercise price outstanding, balance | $ 1.31 | ||
Option granted | 644,000 | 128,000 | |
Weighted average exercise price, granted | $ 0.36 | $ 0.50 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 1,112,619 | 1,112,619 | 468,619 |
Weighted average exercise price outstanding, balance | $ 0.76 | $ 0.76 | $ 1.31 |
Option outstanding exercisable | 468,619 | 468,619 | |
Officers and Directors [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Weighted average remaining contractual term outstanding | 7 years 9 months 18 days | 5 years 7 months 6 days | |
Aggregate Intrinsic Value, Beginning balance | |||
Option granted | 644,000 | ||
Weighted average exercise price, granted | $ 0.36 | ||
Weighted average remaining contractual term outstanding, granted | 9 years 10 months 24 days | ||
Aggregate instrinsic value, granted | |||
Aggregate Intrinsic Value, Ending Balance | |||
Weighted average remaining contractual term outstanding, exercisable | 4 years 10 months 24 days | ||
Aggregate Intrinsic Value, Exercisable |
SCHEDULE OF FAIR VALUE OF STOCK
SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED USING THE ASSUMPTIONS (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Expected term (years) | 5 years | 5 years |
Expected volatility | 153.90% | 149.67% |
Risk-free interest rate | 0.08% | 1.61% |
Expected dividend yield | 0.00% | (0.00%) |
STOCK OPTIONS AND RESTRICTED _3
STOCK OPTIONS AND RESTRICTED STOCK UNITS (Details Narrative) - USD ($) | Jan. 06, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options issued | 644,000 | 128,000 | ||||||||
Estimated expected term | 5 years | 5 years | ||||||||
Exercise price per share | $ 0.36 | $ 0.50 | ||||||||
Stock-based compensation | $ 50,000 | $ 24,327 | $ 0 | |||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 179,000 | $ 179,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.33 | |||||||||
Options fully vested exercise price | $ 0.50 | |||||||||
Options grants in period, value | $ 18,023 | |||||||||
Option Repricing [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options issued | 252,440 | |||||||||
Exercise price per share | $ 2.50 | $ 0.50 | ||||||||
Stock options outstanding percentage | 54.00% | |||||||||
Stock option expense | $ 6,304 | $ 6,304 | ||||||||
Compensation and Related Expenses [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ 32,192 | $ 32,192 | ||||||||
Officers and Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options issued | 644,000 | |||||||||
Estimated expected term | 10 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||
Stock options vesting, description | six months after issuance and the balance 12 months after issuance | |||||||||
Exercise price per share | $ 0.36 | |||||||||
One Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options issued | 40,000 | |||||||||
Options fully vested exercise price | $ 0.50 | |||||||||
Two Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options issued | 40,000 | |||||||||
Options fully vested exercise price | $ 0.50 | |||||||||
One Other Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options issued | 20,000 | |||||||||
Options fully vested exercise price | $ 0.50 | |||||||||
Board Observer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options issued | 20,000 | |||||||||
Options fully vested exercise price | $ 0.50 | |||||||||
Expiration period | 10 years | |||||||||
New Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options issued | 8,000 | |||||||||
Stock options vesting, description | The 8,000 options to the new director vest half in 12 months and the balance in 24 months | |||||||||
Options fully vested exercise price | $ 0.50 | |||||||||
Expiration period | 5 years | |||||||||
2016 Omnibus Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized for grant | 160,000 | |||||||||
Number of options issued | 128,000 | |||||||||
Exercise price per share | $ 0.50 | |||||||||
2016 Omnibus Equity Incentive Plan [Member] | Board Resolution and Amendment in 2017 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized for grant | 400,000 | |||||||||
2016 Omnibus Equity Incentive Plan [Member] | Board Resolution and Amendment in 2017 [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized for grant | 1,000,000 | 1,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2017 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Loss Contingencies [Line Items] | |||||
Drug development costs to service | $ 166,929 | $ 388,336 | |||
Number of warrants | 6,000 | ||||
Warrant exercise price | $ 1 | ||||
License Agreement [Member] | QSAM Therapeutics Inc [Member] | |||||
Loss Contingencies [Line Items] | |||||
Payments for milestone | $ 60,000 | $ 60,000 | |||
Other expense reimbursements | 60,000 | $ 60,000 | |||
Equity method investment ownership percentage | 5.00% | 5.00% | |||
Royalty percentage | 4.50% | 4.50% | |||
Consulting fee | 8,500 | ||||
Payment for license fees | $ 60,000 | ||||
Total cost,involved in connection with license | $ 120,000 | ||||
License Agreement [Member] | QSAM Therapeutics Inc [Member] | Upon Commercialization [Member] | |||||
Loss Contingencies [Line Items] | |||||
Other expense reimbursements | $ 1,500,000 | ||||
License Agreement [Member] | QSAM Therapeutics Inc [Member] | Drug Development Costs Paid To Service Providers [Member] | |||||
Loss Contingencies [Line Items] | |||||
Total cost,involved in connection with license | 86,943 | ||||
License Agreement [Member] | QSAM Therapeutics Inc [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Other expense reimbursements | $ 150,000 | $ 150,000 | |||
Royalty percentage | 50.00% | 50.00% | |||
License Agreement [Member] | QSAM Therapeutics Inc [Member] | Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Royalty percentage | 10.00% | ||||
Services Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Number of warrants | 6,000 | ||||
Warrant term outstanding | five-year term | ||||
Warrant exercise price | $ 1 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 15, 2021 | Mar. 23, 2021 | Mar. 01, 2021 | Feb. 16, 2021 | Feb. 15, 2021 | Feb. 09, 2021 | Feb. 01, 2021 | Jan. 27, 2021 | Nov. 15, 2021 | Nov. 15, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 22, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 22, 2021 | Jan. 08, 2021 | Dec. 31, 2018 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ 1 | |||||||||||||||||||||
Subscriptions receivable | $ 25,000 | |||||||||||||||||||||
Number shares issued during period | 17,392,343 | |||||||||||||||||||||
Average remaining term in years | 5 years | |||||||||||||||||||||
Number shares issued during period value | $ 245,000 | |||||||||||||||||||||
Number of shares issued debt conversion value | $ 4,378,488 | $ 2,397,795 | $ 3,017,499 | |||||||||||||||||||
Debt conversion, value | $ 3,441,401 | |||||||||||||||||||||
Number of shares issued debt conversion | 13,312,175 | |||||||||||||||||||||
Debt conversion price per share | $ 0.22 | $ 0.22 | ||||||||||||||||||||
Cash compensation | $ 50,000 | $ 24,327 | $ 0 | |||||||||||||||||||
Number of vested shares | 464,619 | |||||||||||||||||||||
Earth Property Holdings LLC [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Sale of remaining equity interest | $ 100,000 | |||||||||||||||||||||
2016 Omnibus Equity Incentive Plan [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number of common stock options authorized | 160,000 | |||||||||||||||||||||
Bridge Notes [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Debt conversion, value | $ 4,378,488 | $ 3,017,499 | ||||||||||||||||||||
Debt conversion into shares | 6,578,701 | 13,312,175 | ||||||||||||||||||||
Investors [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Warrant expiration date | Oct. 31, 2022 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number shares issued during period | 700,000 | |||||||||||||||||||||
Number shares issued during period value | $ 70 | |||||||||||||||||||||
Number of shares issued debt conversion value | $ 664 | $ 1,142 | $ 1,331 | |||||||||||||||||||
Debt conversion into shares | 13,312,175 | |||||||||||||||||||||
Number of shares issued debt conversion | 6,525,378 | 6,627,692 | 11,418,069 | 13,312,175 | ||||||||||||||||||
Debt conversion price per share | $ 0.16 | |||||||||||||||||||||
Common Stock [Member] | Bridge Notes [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Debt conversion, value | $ 495,320 | |||||||||||||||||||||
Debt conversion into shares | 6,627,692 | |||||||||||||||||||||
Common Stock [Member] | Investors [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Class of warrant shares | 925,001 | 925,001 | ||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||
Cash compensation | $ 245 | |||||||||||||||||||||
Series B Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Debt conversion price per share | $ 0.25 | |||||||||||||||||||||
Series B Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Debt conversion price per share | $ 0.35 | |||||||||||||||||||||
Subsequent Event [Member] | Financial Services Consulting Agreement [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ 0.22 | |||||||||||||||||||||
Number shares issued during period | 250,000 | |||||||||||||||||||||
Number of warrants to purchase common stock | 750,000 | |||||||||||||||||||||
Cash compensation | $ 21,000 | |||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | 2016 Omnibus Equity Incentive Plan [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number of common stock options authorized | 400,000 | |||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | 2016 Omnibus Equity Incentive Plan [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number of common stock options authorized | 1,000,000 | |||||||||||||||||||||
Subsequent Event [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Convertible debt description | The notes are convertible into common stock at a price of $0.20 per share prior to the maturity date of December 31, 2023, or automatically upon the Company completing a qualified offering in the amount of $5 million or uplisting its common shares to NASDAQ | |||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | |||||||||||||||||||||
Debt interest rate | 6.00% | 6.00% | ||||||||||||||||||||
Subsequent Event [Member] | Bridge Notes [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Debt conversion into shares | 6,578,702 | |||||||||||||||||||||
Debt principal and accrued interest | $ 1,447,312 | |||||||||||||||||||||
Subsequent Event [Member] | Investors [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Class of warrant shares | 925,001 | 925,001 | ||||||||||||||||||||
Warrant exercisable price per share | $ 0.60 | $ 0.60 | ||||||||||||||||||||
Warrant expiration date | Oct. 31, 2022 | |||||||||||||||||||||
Subsequent Event [Member] | One Institutional Investor [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number of shares issued debt conversion value | $ 72,500 | |||||||||||||||||||||
Number of shares issued debt conversion | 329,545 | |||||||||||||||||||||
Debt conversion price per share | $ 0.22 | |||||||||||||||||||||
Subsequent Event [Member] | Other Institutional Investor [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number of shares issued debt conversion value | $ 30,000 | |||||||||||||||||||||
Number of shares issued debt conversion | 187,541 | |||||||||||||||||||||
Debt conversion price per share | $ 0.16 | |||||||||||||||||||||
Subsequent Event [Member] | Private Placement [Member] | Investors [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ 0.20 | $ 0.20 | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 555,000 | |||||||||||||||||||||
Subsequent Event [Member] | Offering [Member] | Convertible Note Payable [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Convertible note payable | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ 0.60 | $ 0.60 | ||||||||||||||||||||
Number shares issued during period | 1,871,432 | |||||||||||||||||||||
Common stock unissued shares to subscription receivable | $ 142,857 | $ 142,857 | $ 142,857 | |||||||||||||||||||
Debt interest rate | 6.00% | 6.00% | ||||||||||||||||||||
Subsequent Event [Member] | Series B Offerings [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ 0.35 | |||||||||||||||||||||
Number shares issued during period | 2,500 | |||||||||||||||||||||
Warrant expiration date | Jul. 8, 2021 | |||||||||||||||||||||
Average remaining term in years | 6 months | |||||||||||||||||||||
Preferred stock, par value | $ 1,000 | |||||||||||||||||||||
Number shares issued during period value | $ 2,500,000 | |||||||||||||||||||||
Number of shares issued debt conversion value | $ 156,000 | |||||||||||||||||||||
Subsequent Event [Member] | Series B Offerings [Member] | Maximum [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number of warrants to purchase common stock | 6,270,000 | |||||||||||||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ 0.45 | |||||||||||||||||||||
Number of warrants to purchase common stock | 475,000 | |||||||||||||||||||||
Warrant expiration date | Jan. 15, 2022 | |||||||||||||||||||||
Subsequent Event [Member] | Warrants [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Debt conversion into shares | 143,750 | |||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Exercise price of warrants | $ 0.25 | $ 0.25 | $ 0.25 | |||||||||||||||||||
Proceeds from offering | $ 467,858 | |||||||||||||||||||||
Subscriptions receivable | $ 35,714 | |||||||||||||||||||||
Debt conversion, value | $ 23,000 | |||||||||||||||||||||
Debt conversion into shares | 23 | |||||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | One Institutional Investor [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number shares issued during period | 120,000 | |||||||||||||||||||||
Number shares issued during period value | $ 750,000 | |||||||||||||||||||||
Subsequent Event [Member] | Series E One Incentive Preferred Stock [Member] | Charles J Link Jr [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number of vested shares | 850 | |||||||||||||||||||||
Stock options vesting, description | two equal instalments 12 months and 24 months after issuance |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible debt, measurement input percentage | 0 | 0 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible debt, measurement input percentage | 66.7 | 160.8 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible debt, measurement input percentage | 0.09 | 1.55 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible debt, measurement expected term | 3 months | 3 months |
Measurement Input, Discount Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible debt, measurement input percentage | 20 | 20 |
SCHEDULE OF ISSUED SHARES OF CO
SCHEDULE OF ISSUED SHARES OF COMMON STOCK (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Equity [Abstract] | |
Stock based compensation for services | 1,750,000 |
Conversions of debentures and notes with unrelated parties | 218,686 |
Conversion of bridge notes and accrued interest to common stock, shares | 13,312,175 |
Conversion of accrued salary and bonus, directors’ fees and notes with related parties | 2,111,482 |
Total Common Shares issued in 2020 | 17,392,343 |
SUMMARY OF ALL OUTSTANDING COMM
SUMMARY OF ALL OUTSTANDING COMMON STOCK WARRANTS (Details) - $ / shares | Sep. 30, 2021 | [1] | Dec. 31, 2020 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||
Number of warrants | 6,000 | |||
Warrant exercise price | $ 1 | |||
Average remaining term in years | 5 years | |||
Warrants Issued in Connection with Issuance of Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Number of warrants | 46,154 | |||
Warrant exercise price | $ 0.25 | $ 0.22 | ||
Average remaining term in years | 1 day | |||
[1] | On September 22, 2021, the Company’s board of directors approved an extension of the expiration date of these Series B warrants from September 30, 2021 to October 15, 2021 0.35 0.25 |
SUMMARY OF COMMON STOCK OPTIONS
SUMMARY OF COMMON STOCK OPTIONS ISSUED UNDER OPTION PLANS (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option outstanding, balance | 468,619 | |
Weighted average exercise price outstanding, balance | $ 1.31 | |
Number Outstanding, Options issued | 644,000 | 128,000 |
Weighted Avg. Exercise Price, Options issued | $ 0.36 | $ 0.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 1,112,619 | 468,619 |
Weighted average exercise price outstanding, balance | $ 0.76 | $ 1.31 |
2016 Omnibus Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option outstanding, balance | 468,619 | 340,619 |
Weighted average exercise price outstanding, balance | $ 1.75 | $ 3 |
Weighted Avg. Remaining Contractual Life (Years) Beginning | 3 years 10 months 24 days | |
Number Outstanding, Options issued | 128,000 | |
Weighted Avg. Exercise Price, Options issued | $ 0.50 | |
Weighted Avg. Remaining Contractual Life (Years), Options issued | 8 years 10 months 24 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 468,619 | |
Weighted average exercise price outstanding, balance | $ 1.75 | |
Weighted Avg. Remaining Contractual Life (Years) Ending | 5 years 7 months 6 days |
SCHEDULE OF VESTED AND EXERCISA
SCHEDULE OF VESTED AND EXERCISABLE OPTIONS AT PERIOD END (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Exercisable/ Vested Options Outstanding | shares | 464,619 |
Weighted Avg. Exercise Price | $ / shares | $ 1.75 |
Weighted Avg. Remaining Contractual Life (Years) | 5 years 7 months 6 days |
SCHEDULE OF FAIR VALUE OF NEW S
SCHEDULE OF FAIR VALUE OF NEW STOCK OPTIONS GRANTED USING THE ASSUMPTIONS (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Risk free interest rate | 0.08% | 1.61% |
Expected volatility | 153.90% | 149.67% |
Expected dividend yield | 0.00% | (0.00%) |
Expected term | 5 years | 5 years |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATES RECONCILIATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
Tax benefit at U.S. statutory rate | $ (1,021,163) | $ 143,216 | ||||
State taxes, net of federal benefit | (260,154) | 35,189 | ||||
Change in fair value of convertible bridge notes and derivatives | 792,877 | 222,129 | ||||
Other permanent differences | 60,941 | 37,509 | ||||
Change in valuation allowance | 427,499 | (438,042) | ||||
Income Tax Expense (Benefit) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forward | $ 2,657,931 | $ 2,229,303 |
Accrued expenses | 80,676 | 87,888 |
Stock based compensation | 50,944 | 44,861 |
Deferred revenue | ||
Depreciation expense | ||
Net deferred tax assets | 2,789,552 | 2,362,052 |
Valuation allowance | (2,789,552) | (2,362,052) |
Total net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 22, 2017 | |
Operating Loss Carryforwards [Line Items] | |||
U.S. Federal corporate tax rate | 21.00% | 21.00% | |
Net deferred tax assets | $ 2,789,552 | $ 2,362,052 | |
Net operating loss carryforwards | 10,487,000 | ||
Potential tax benefit arising from NOLs | $ 5,013,005 | ||
Net operating loss expiration | expire in 2034 | ||
Tax Cuts And Jobs Act [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Potential tax benefit arising from NOLs | $ 5,474,000 |