Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 21, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55148 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5.6 | ||
Entity Common Stock, Shares Outstanding | 66,484,085 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | D. Brooks and Associates | ||
Auditor Location | Palm Beach Gardens, FL | ||
Auditor Firm ID | 4048 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 1,499,866 | $ 8,304 |
Prepaid expenses and other assets | 135,014 | 12,896 |
Deferred offering costs | 35,000 | |
TOTAL CURRENT ASSETS | 1,669,880 | 21,200 |
TOTAL ASSETS | 1,669,880 | 21,200 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 569,321 | 308,157 |
Accrued payroll and related expenses | 95,400 | 48,006 |
Accrued series B preferred stock dividends | 153,343 | |
Notes payable, net of discount | 532,400 | |
Notes payable - related parties | 7,500 | 63,992 |
Paycheck Protection Program Loan - current portion | 34,163 | |
Debentures | 35,000 | 137,500 |
Convertible bridge notes, at fair value | 3,598,000 | |
TOTAL CURRENT LIABILITIES | 1,392,964 | 4,189,818 |
Paycheck Protection Program Loan - net of current portion | 108,779 | |
Total Liabilities | 1,392,964 | 4,298,597 |
Redeemable convertible preferred stock - Series A; $0.0001 par value, 1,500 designated Series A, and 480 and 600 shares issued and outstanding (liquidation preference of $693,580 and $784,044) as of December 31, 2021 and December 31, 2020, respectively | 693,580 | 784,044 |
Stockholders’ Deficit | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized, 66,084,085 and 19,472,241 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 6,608 | 1,947 |
Unearned deferred compensation | (900,742) | (148,333) |
Subscription receivable | (25,000) | |
Additional paid-in capital | 29,759,142 | 11,021,840 |
Accumulated deficit | (29,281,674) | (15,911,895) |
Total Stockholders’ Deficit | (416,664) | (5,061,441) |
Total Liabilities & Stockholders’ Deficit | 1,669,880 | 21,200 |
Series B Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock, Series E-1, $0.0001 par value; 8,500 shares authorized, 0 and 7,650 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 2 | |
Series E Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock, Series E-1, $0.0001 par value; 8,500 shares authorized, 0 and 7,650 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Series A redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Series A redeemable convertible preferred stock, shares designated | 1,500 | 1,500 |
Series A redeemable convertible preferred stock, shares issued | 480 | 600 |
Series A redeemable convertible preferred stock, shares outstanding | 480 | 600 |
Series A redeemable convertible preferred stock, liquidation preference | $ 693,580 | $ 784,044 |
Preferred Stock, Shares Outstanding | 1,509 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 66,084,085 | 19,472,241 |
Common Stock, Shares, Outstanding | 66,084,085 | 19,472,241 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 2,500 | 2,500 |
Preferred Stock, Shares Issued | 1,509 | 281 |
Preferred Stock, Shares Outstanding | 1,509 | 281 |
Series E Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 8,500 | |
Preferred Stock, Shares Outstanding | 0 | 7,650 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES | ||
Operating Expenses | ||
Compensation and related expenses | 8,290,699 | 379,242 |
Professional Fees | 1,985,780 | 442,795 |
General and administrative | 117,483 | 139,903 |
Research and development | 647,302 | 362,456 |
Total Operating Expenses | 11,041,264 | 1,324,396 |
Loss from Continuing Operations | (11,041,264) | (1,324,396) |
Other Income (Expense) from continuing operations | ||
Financing costs including interest | (44,171) | (490,402) |
Change in fair value of convertible bridge notes | (3,170,236) | |
Gain on sale of equity method investment | 100,000 | |
Loss on conversion of bridge notes and accrued interest | (744,505) | (495,320) |
Loss on conversion of debentures and notes payable with unrelated parties | (68,373) | |
Loss on conversion of accrued salary and bonus, director fees, and notes payable with related parties | (271,210) | |
Loss on debentures and accrued expenses converted to common stock | (390,067) | |
Gain on forgiveness of debt from Paycheck Protection Program | 142,942 | |
Total Other Expenses, net | (935,801) | (4,495,541) |
Loss from continuing operations before income taxes | (11,977,065) | (5,819,937) |
Income Taxes | ||
Income from discontinued operations | 957,254 | |
NET LOSS | (11,977,065) | (4,862,683) |
PREFERRED STOCK | ||
Deemed dividend series B warrant modification | (850,214) | |
Deemed dividends on series A conversion to common stock | (542,500) | |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (13,552,660) | $ (4,898,123) |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: BASIC AND DILUTED: | ||
CONTINUING OPERATIONS | $ (0.43) | $ (1.06) |
DISCONTINUED OPERATIONS | $ 0.17 | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | 31,663,946 | 5,522,771 |
Series A Preferred Stock [Member] | ||
PREFERRED STOCK | ||
Series B convertible contractual dividends | $ (29,538) | $ (35,440) |
Series B Preferred Stock [Member] | ||
PREFERRED STOCK | ||
Series B convertible contractual dividends | $ (153,343) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Stock [Member]Series E1 Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Deferred Stock Based Compensation [Member] | Stock Subscription [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 208 | $ 6,475,667 | $ (11,049,212) | $ (4,573,337) | ||||
Beginning balance, shares at Dec. 31, 2019 | 2,079,898 | |||||||
Stock-based compensation for services | $ 175 | 406,825 | (148,333) | 258,667 | ||||
Stock-based compensation for services, shares | 1,750,000 | |||||||
Stock-based compensation expense and stock option modification | 24,327 | 24,327 | ||||||
Conversion of debentures and accrued expenses | $ 22 | 116,508 | 116,530 | |||||
Conversion of debenture and promissory note with unrelated parties, shares | 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 | |||||||
Conversion of accrued salary and bonus, directors 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 | |||||||
Series B, preferred stock contractual dividends | (35,440) | (35,440) | ||||||
Conversion of debt to Series B preferred stock | 156,000 | 156,000 | ||||||
Conversion of debt to Series B preferred stock, shares | 156 | |||||||
Conversion of Series B preferred stock to common stock, shares | ||||||||
Issuance of Series B, preferred stock for cash | 125,000 | (25,000) | 100,000 | |||||
Issuance of Series B, preferred stock for cash, shares | 125 | |||||||
Stock-based compensation to employees and directors | ||||||||
Stock-based compensation to employees and directors, shares | 7,650 | |||||||
Net loss year ended December 31, 2021 | (4,862,683) | (4,862,683) | ||||||
Ending balance, value at Dec. 31, 2020 | $ 1,947 | 11,021,840 | (148,333) | (25,000) | (15,911,895) | (5,061,441) | ||
Ending balance, shares at Dec. 31, 2020 | 7,650 | 281 | 19,472,241 | |||||
Conversion of debentures and accrued expenses | $ 63 | 515,006 | 515,069 | |||||
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 | |||||||
Series B, preferred stock contractual dividends | (153,343) | (153,343) | ||||||
Conversion of Series B preferred stock to common stock | $ 652 | (652) | ||||||
Conversion of Series B preferred stock to common stock, shares | (991) | 6,525,378 | ||||||
Issuance of Series B, preferred stock for cash | $ 2 | 2,195,998 | 25,000 | 2,221,000 | ||||
Issuance of Series B, preferred stock for cash, shares | 2,196 | |||||||
Stock-based compensation to employees and directors | 6,603,691 | (1,307,593) | 5,296,098 | |||||
Stock-based compensation to employees and directors, shares | 850 | |||||||
Net loss year ended December 31, 2021 | (11,977,065) | (11,977,065) | ||||||
Adjustment to common stock to reconcile to transfer agent | $ (9) | 9 | ||||||
Adjustment to common stock to reconcile to transfer agent, shares | (85,079) | |||||||
Compensation expense due to warrant modification | 109,206 | 109,206 | ||||||
Conversion of Series A preferred stock to common stock | $ 75 | 662,425 | (542,500) | 120,000 | ||||
Conversion of Series A preferred stock to common stock, shares | 750,000 | |||||||
Exercise of Series B Warrants to common stock | $ 187 | 467,669 | 467,857 | |||||
Conversion of Series B Warrants to commomn stock, shares | 1,871,430 | |||||||
Incremental value from warrant modifications | 850,214 | (850,214) | ||||||
Fair value allocation of warrants issued with convertible notes | 72,600 | 72,600 | ||||||
Issuance of Series B, conversion of notes payable with directors to preferred stock | 23,000 | 23,000 | ||||||
Issuance of Series B, conversion of notes payable with directors to preferred stock, shares | 23 | |||||||
Series A, preferred stock contractual dividends | (29,538) | (29,538) | ||||||
Common stock and warrants issued for services | $ 145 | 922,247 | 148,333 | 1,070,725 | ||||
Common stock and warrants issued for services, shares | 1,450,000 | |||||||
Conversion of Series E Preferred Stock to common stock | $ 2,884 | 2,120,946 | 406,851 | 2,530,679 | ||||
Conversion of Series E Preferred Stock, shares | (8,500) | 28,839,428 | ||||||
Ending balance, value at Dec. 31, 2021 | $ 2 | $ 6,608 | $ 29,759,142 | $ (900,742) | $ (29,281,674) | $ (416,664) | ||
Ending balance, shares at Dec. 31, 2021 | 1,509 | 66,084,085 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (11,977,065) | $ (4,862,683) |
Adjustments to reconcile net loss to net cash provided by operations: | ||
Stock-based compensation for services and warrant modification | 1,179,932 | 258,667 |
Stock-based compensation to employees and directors | 7,826,779 | 24,327 |
Loss on conversion of bridge notes and accrued interest | 744,505 | 495,320 |
Loss on conversion of debentures and accrued expenses to common stock | 390,069 | 68,373 |
Loss on conversion of accrued salary and bonus, director fees, and promissory notes with related parties | 271,210 | |
Change in fair value of convertible bridge notes | 3,170,236 | |
Amortization of debt issuance costs | 1,250 | |
Paid-in-kind interest - convertible bridge notes | 35,983 | 484,031 |
Gain on forgiveness or assumption of promissory notes and accrued expenses | (1,032,160) | |
Gain on forgiveness of Paycheck Protection Program | (142,942) | |
Changes in operating assets and liabilities | ||
Increase in prepaid expenses and other current assets | 122,118 | 5,231 |
Increase in accounts payable and accrued expenses | 283,660 | 174,690 |
Increase accrued payroll and related expenses | 47,394 | 152,657 |
Deferred offering costs | (35,000) | |
Increase in accrued interest | 50,803 | |
Increase in accrued interest - related party | 5,611 | |
Net cash used in operating activities | (1,768,803) | (742,899) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from promissory notes - related parties | 338,373 | |
Repayments on promissory notes - related parties | (33,492) | (1,590) |
Proceeds from promissory notes - unrelated parties | 171,000 | |
Proceeds from convertible notes payable | 605,000 | |
Proceeds from conversion of warrants | 467,857 | |
Proceeds from issuance of preferred stock - Series B | 2,221,000 | 100,000 |
Proceeds from Paycheck Protection Program | 142,942 | |
Net cash provided by financing activities | 3,260,365 | 750,725 |
NET INCREASE IN CASH | 1,491,562 | 7,826 |
CASH - Beginning of year | 8,304 | 478 |
CASH - End of year | 1,499,866 | 8,304 |
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 | 29,538 | 35,440 |
Accrual of contractual dividends on Series B convertible preferred stock | $ 153,343 | |
Fair value allocation of warrants issued with debt | 72,600 | |
Deemed dividend on warrant modifications | $ 850,214 | |
Deemed dividend on conversion of Series A | 542,500 | |
Conversion of convertible Bridge Notes and accrued interest to 6,627,692 and 11,418,069 shares of common stock, respectively | 3,633,983 | 2,531,438 |
Conversion of debentures and accrued expenses to common stock | 125,000 | 48,811 |
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 | |
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 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Debt Conversion, Converted Instrument, Shares Issued | 13,312,175 | |
Convertible Bridge Notes [Member] | ||
Short-term Debt [Line Items] | ||
Debt Conversion, Converted Instrument, Shares Issued | 6,627,692 | 11,418,069 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
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, as amended in November 2021, 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 . All shares and share prices set forth in this report have been adjusted to account for this reverse stock split as if it had occurred at the beginning of the earliest period presented. 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. 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 material 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 | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN For the year ended December 31, 2021, the Company used net cash in operating activities for its continuing operations of $ 1,768,803 and incurred a loss from its continuing operations of $ 11,977,065 . As of December 31, 2021, the Company’s accumulated deficit is $ 29,281,674 and has cash of $ 1,499,866 . As of December 31, 2021, the Company’s has working capital of $ 276,916 . These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s convertible debentures of $ 35,000 and $ 480,000 of redeemable convertible preferred stock were both in default as of December 31, 2021. At the end of 2021, management was 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. On February 22, 2022, the holder of the debenture converted the full balance of $35,000 into 218,750 shares of common stock at $0.16 per share, and the balance on the convertible debenture is currently $0 (see Note 14 - Subsequent Events). The Company has supported operations through the issuance of common stock, preferred stock and debt over the last 12 months. This includes the $ 2.5 million Series B preferred stock offering in the first quarter of 2021, the recent exercise of approximately $ 470,000 in warrants issued in connection with the Series B offering, and also a convertible debt offering in the amount of $ 605,000 conducted in the fourth quarter of 2021. With respect to the convertible notes, they are convertible into common stock 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; and bear interest at the rate of 6 % per annum, with all interest and principal due at maturity, unless earlier converted. The note holders also received a total of 1,008,334 Notes 7 and 10 for further discussion. 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, and in December 2021, filed an initial S-1 registration statement with the Securities Exchange Commission to raise additional equity capital in an offering underwritten by an investment bank. There is no guarantee, however, that such offering will be successful. If the Company is not successful in raising additional capital, it may need to delay clinical trials, reduce overhead, or in the most extreme scenario, shut down operations. 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 consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of QSAM Biosciences Inc. and its wholly-owned subsidiaries QSAM Therapeutics Inc and Q2Power Corp (currently inactive). 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 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 $ 647,302 362,456 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. 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 consolidated statements of operations for the years ended December 31, 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 December 31, 2021, 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. 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 December 31, 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 accrued dividends 9,430,963 Shares from common stock options 1,112,619 Shares from common stock warrants 1,483,333 Shares from conversion of convertible notes not inclusive of accrued interest 3,025,000 Shares from the conversion of debentures 218,750 Shares from the conversion of redeemable convertible preferred stock (based upon an assumed conversion price at December 31, 2021 of $ 0.16 4,329,250 As of 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: Shares from the conversion of Series B Preferred Stock 1,756,250 Shares from the conversion of Series E-1 Preferred Stock 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 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 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 which was applied to convertible debt notes issued in 2021 (see Note 7). The adoption of ASU 2020-06 did not have an material impact on the Company’s consolidated 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 consolidated financial statements. Reclassifications Certain reclassifications of prior year amounts including loss on conversion of bridge notes and accrued interest, loss on conversion of debentures and notes payable with unrelated parties, loss on conversion of accrued salary and bonus, director fees, and notes payable with related parties, and stock based compensation on the consolidated statements of operations 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 December 31, 2021, is in excess of FDIC limits in the amount of approximately $ 1,249,866 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. |
SEPARATION AGREEMENT
SEPARATION AGREEMENT | 12 Months Ended |
Dec. 31, 2021 | |
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. Pursuant to ASC 205-20 Presentation of Financial Statements: Discontinued Operations |
EQUITY METHOD INVESTMENT
EQUITY METHOD INVESTMENT | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | NOTE 5 – EQUITY METHOD INVESTMENT During November 2018, the Company invested $ 50,000 19.9 100,000 Our prior Chairman and CEO of the Company who resigned in 2020, 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, 2021 and 2020. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
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. Effective November 17, 2021, the Company amended the license agreement with IGL Pharma, Inc which adjusted milestone payment amounts during the course of the agreement term. Additionally, the Company issued 500,000 shares of the Company to IGL Pharma, Inc (see Note 12). The associated expense of $ 140,000 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 year ended December 31, 2020, the Company received $ 250,000 from its equity method investee, EPH, as management fee revenue. The Company did not receive any revenue from EPH for any period in 2021. Due to the Separation Agreement disclosed in Note 4, management fee revenues received during 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 the prior year. In 2021, the Company paid to EPH $ 34,136 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 December 31, 2021, $ 7,500 of principal remains outstanding on certain of these short-term notes payable. During 2021, $ 23,000 of these short-term notes payable were 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 year ended December 31, 2021, the Company incurred $ 77,064 in legal fees with a law firm in which the Company’s audit committee chair is an employee. During the year ended December 31, 2020, the Company incurred $ 67,147 of legal services with this related party. As of December 31, 2021 and 2020, accounts payable and accrued expenses include $ 195,000 and $ 32,716 for legal fees due to the law firm for services, respectively. |
DEBENTURES, CONVERTIBLE BRIDGE
DEBENTURES, CONVERTIBLE BRIDGE NOTES, AND NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
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 $ 137,500 outstanding as of December 31, 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. On December 28, 2020, $ 27,500 of these Debentures was converted into common stock at a price of $ 0.22 per share resulting in the issuance of 125,000 shares of common stock and the recognition of a loss on conversion of $ 41,250 which is included in loss on convertible debt and other liabilities converted to common stock on the consolidated statements of operations. 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 which is included in loss on debentures and accrued expenses converted to common stock on the consolidated statements of operations. As of December 31, 2021, the outstanding amount of $ 35,000 was in default. On February 22, 2022, the holder of the debenture converted the full balance of $35,000 into 218,750 shares of common stock at $0.16 per share, and the balance on the convertible debenture is currently $0 (see Note 14 - Subsequent Events). Convertible Bridge Notes In 2017, 2018 and 2019, the Company issued a total of $ 2,801,908 in a convertible promissory note (the “Bridge Notes”) offering, which included three of the Company’s directors converting $ 156,368 and one shareholder converting $ 11,784 of prior notes and cash advances, including interest thereon, into the offering. In 2020, $ 2.9 million of the Bridge Notes, inclusive of principal and accrued and capitalized interest, was converted into 13,312,175 shares of common stock at $ 0.22 per share. The Company recorded a loss on extinguishment of these Bridge Notes of $ 495,320 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 year ended December 31, 2021, which is included in loss on conversion of bridge notes and accrued interest, as other income expenses in the 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 December 31, 2021 and 2020 was $ 0 and $ 3,598,000 (see Note 8 – Fair Value Measurement), respectively. During 2020, the change in fair value resulted in a loss of $ 3,170,236 , which is presented as change in fair value of convertible bridge notes on the consolidated statements of operations (see Note 8 - Fair Value Measurement). Convertible Promissory Notes In the fourth quarter of 2021, the Company issued a total of $ 605,000 in convertible notes payable. The convertible notes mature on December 31, 2023 6 % simple interest rate per annum payable upon maturity. The notes are convertible, at the option of the holder, anything prior to maturity at a conversion price of $. 20 5,000,000 0.20 0.60 72,600 532,400 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 consolidated statements of operations. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2021 | |
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 consolidated statements of operations as a component of other income (expense) in each reporting period. All Bridge Notes were converted to shares of common stock as of December 31, 2021. The following tables set forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy as of December 31, 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 December 31 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, December 31, 2021 $ - |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
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 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 December 31, 2020. There were no results of operations from the component in the current period. As of December 31, 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 consolidated 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 year ended December 31, 2020, are summarized below: Reconciliation of revenue and expense items in discontinued operations in the consolidated statements of operations: SCHEDULE OF DISCONTINUED OPERATION Year Ended December 31, 2020 REVENUES $ 541,200 OPERATING EXPENSES Payroll and related expenses 515,741 General and administrative 53,398 Total operating expenses 569,139 Financing costs including interest 46,967 Gain on debt extinguishment (1,032,160 ) INCOME FROM DISCONTINUED OPERATIONS $ 957,254 Reconciliation of cash flows from operating activities and financing activities on the statements of cash flows: Year Ended December 31, 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net income from discontinued operations $ 957,254 Adjustments to reconcile net income 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 Increase in accrued interest - related party 46,967 Net cash provided by operating activities (5,439 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from promissory notes - related parties 338,373 Repayments on promissory notes – related parties (1,590 ) Net cash provided by financing activities 336,783 Net cash provided by discontinued operations $ 331,344 |
PREFERRED STOCK, COMMON STOCK,
PREFERRED STOCK, COMMON STOCK, AND WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
PREFERRED STOCK, COMMON STOCK, AND WARRANTS | NOTE 10 – PREFERRED STOCK, COMMON STOCK, AND WARRANTS Series A Redeemable Convertible Preferred Stock (“Series A Stock”) As of December 31, 2021 and 2020, the Company has 480 600 shares of Series A Stock issued and outstanding , respectively. During the year ended December 31, 2020, the Company converted 120 shares of Series A Stock with a stated value of $ 120,000 750,000 shares of common stock with a fair value of $ 662,425 0.16 542,500 120,000 The remaining outstanding shares of Series A Stock 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 Series A 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 Series A 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 Series A Stock was in default at the end of 2021, and the Company is negotiating a modification with the holders, including the conversion of these shares into common stock. Each share of Series A Stock received warrants, all of which had expired as of the first quarter of 2021. The Series A 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 % of the Series A Stock. Management has determined that the Series A Stock is more akin to a debt security than equity primarily because it contains a mandatory 2 -year redemption at the option of the holder, which only occurs if the Series A Stock is not converted to common stock. Therefore, management has presented the Series A Stock outside of permanent equity as mezzanine equity, which does not factor into the totals of either liabilities or equity. The Series A 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 and are added to the redemption value of the stock; however, since the Company as an accumulated deficit, the charge has been recognized in additional paid-in capital. The accrued dividends are $ 213,580 184,044 Series B Convertible Preferred Stock (“Series B 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 Stock, par value $ 0.001 per share, pursuant to a Certificate of Designation. The Series B Stock provides 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 Stock is convertible into common stock at a ratio 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 Stock is 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. Between July 27 and August 24, 2021, 15 holders of an aggregate of 991 shares of Series B Stock converted their preferred shares into 6,525,378 shares of common stock, which included $ 53,061 of accrued dividends. As of December 31, 2021, 1,509 shares of Series B Stock were issued and outstanding. The accrued dividends are $ 153,757 0 Series E-1 Preferred Stock (“Series E-1 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, 7,650 850 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 90.78 %, and a risk-free rate of 0.29 %. On December 6, 2021, the Company entered into an Exchange Agreement and Plan of Reorganization (the “Exchange Agreement”) with all E-1 Stockholders pursuant to which all shares of Series E-1 Stock were exchanged into an aggregate of 28,839,428 shares of common stock of the Company. The fair value of the Series E-1 Stock was determined to be approximately $ 8.65 million at the time of exchange, and was based upon a valuation report provided to the Board by an independent third party expert, and approved for fairness by the independent chairman of the Compensation Committee. The common stock issued in the exchange was based on a value of $ 0.30 per share using a 30-day weighted average closing price calculation, and was issued proportionately to each holder based on their individual holdings of Series E-1 Stock. All shares of common stock issued to the shareholders are subject to the same vesting schedules as was originally provided in each shareholder’s Series E-1 Stock issuance agreement, meaning that such shares of common stock are forfeitable if certain conditions of employment are not met by the holders. As of December 31, 2021, approximately 23 6 During the year ended December 31, 2021, the Company recognized stock-based compensation to employees and directors totaling $ 7,751,087 0.9 twelve Common Stock In 2020, the Company effected a 25:1 reverse stock split and all share numbers herein have been adjusted for that change. In 2021 and 2020, the Company issued 44,696,923 17,392,343 SCHEDULE OF ISSUED SHARES OF COMMON STOCK For the Years Ended December 31, 2021 2020 Conversion of bridge notes and accrued interest to common stock 6,627,692 13,312,175 Conversion of debentures and accrued expenses 632,995 218,686 Conversion of accrued salary and bonus, directors fees, and promissory notes with related parties - 2,111,482 Conversion of Series A Stock to common stock 750,000 - Conversion of Series B Stock to common stock 6,525,378 - Exercise of Series B Warrants to common stock 1,871,430 - Exchange of Series E-1 Stock to common stock 28,839,428 - Stock based compensation for services 1,450,000 1,750,000 Total Common Shares issued 44,696,923 17,392,343 During the year ended December 31, 2021, the Company issued 6,525,378 911,000 53,061 0.16 1,450,000 517,500 As of December 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 7,260,687 shares of common stock at a price of $ 0.16 120,000 750,000 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 twelve months ended December 31, 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 shares using market price on the date of conversion and the $ 120,000 stated value of the Series A Stock upon conversion into common stock which has been presented as an increase to the net loss available to common stockholders in the consolidated statement of operations. 28,839,428 7,751,087 1,871,431 467,858 For the years ended December 31, 2021 and 2020, the Company recognized $ 1,070,725 406,825 For the year ended December 31, 2020, $ 3,441,401 of total obligations were converted into shares of common stock at a price of $ 0.22 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 2020: $ 495,320 from the conversion of Bridge Notes including accrued interest, $ 68,373 from the conversion of a debenture and note payable with unrelated parties, and $ 271,210 from the conversion of accrued salary, bonus, directors’ fees and notes payable with related parties. Warrants During the year ended December 31, 2021, the Company issued 6,743,575 warrants in connection with its Series B Stock offering (the “Series B Warrants”), 750,000 warrants to a service provider (the “Service Warrants”), and 1,008,334 warrants in connection with its convertible note offering (the “Note Warrants”), see Note 7. The terms of the Series B Warrants and Service Warrants were modified twice in 2021 by resolution of the Company’s board of directors, first to extend the termination date from July 8, 2021 to September 30, 2021 and then to extend the termination date to October 15, 2021. As part of the second modification, the exercise price of the Series B Warrants was reduced from $ 0.35 per share to $ 0.25 per share. As of October 15, 2021, 1,871,431 of the Series B Warrants were exercised for proceeds to the Company of $ 467,855 , and the remaining Series B Warrants and the Service Warrants expired. A summary of warrant activity and related information during the years ended December 31, 2021 and 2020 is as follows: SCHEDULE OF WARRANT ACTIVITY Warrants Weighted Aggregate Outstanding as of December 31, 2019 126,154 $ 0.22 $ Issued - - - Exercised - - - Expired 80,000 - - Outstanding as of December 31, 2020 46,154 $ 0.22 $ - Issued 8,501,908 0.29 - Exercised 1,871,432 0.25 - Expired 5,193,297 0.25 - Outstanding as of December 31, 2021 1,483,333 $ 0.49 $ - The aggregate intrinsic value of the warrants is the difference between the fair market value of the Company’s closing price of its common stock at each reporting date, less the exercise price multiplied by the number of warrants outstanding, which was $ 0 The following is a summary of the outstanding common stock warrants as of December 31, 2021: SCHEDULE OF STOCKHOLDERS' EQUITY NOTE, WARRANTS OR RIGHTS Number of Exercise price Expiration Warrants issued in connection with issuance of Series B Stock to lead investor 475,000 $ 0.25 January 15, 2022 Warrants issued in connection with convertible notes 1,008,333 $ 0.60 October 31, 2022 Total Outstanding as of December 31, 2021 1,483,333 With respect to the Series B Warrants, the Company recognized the incremental value associated with the two modifications for term extension and exercise price reduction as a deemed dividend charge of $ 850,214 within stockholders’ equity and as a reduction of net loss available to common stockholders on the consolidated statement of operations. The incremental value associated with these warrant modifications 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 0.0 .25 years, dividend yield of 0 %, volatility of 6.5 183.2 %, and a risk-free rate of 0.04% 0.07 %. With respect to the Service Warrants, the Company computed the total grant date fair value of the warrants to be approximately $ 405,000 using a Black-Scholes option pricing model and the following assumptions: expected term of 0.5 years, dividend yield of - 0% 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 consolidated statement of operations for year ended December 31, 2021, as the warrants were fully earned upon issuance. On June 17, 2021 and September 22, 2021, the term of these warrants was extended, resulting in incremental compensation expense of $ 109,208 has been included in professional fees on the consolidated statement of operations for the year ended December 31, 2021. 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 0.00 0.04 years, dividend yield of 0 %, volatility of 106.5% 183.2 %, and a risk-free rate of 0.05 0.07 %. With respect to the Note Warrants, the Company computed the total grant dates fair value of the warrants to be $ 82,522 using a Black-Scholes option pricing model and the following assumptions: expected term of 0.5 years, dividend yield of 0 %, volatility of 175.7 % to 184.4 % and a risk-free rate of .11 % to .14 %. The value of these warrants was recorded against the convertible notes as a debt discount using the relative fair value method and included in additional paid- in capital. |
STOCK OPTIONS AND RESTRICTED ST
STOCK OPTIONS AND RESTRICTED STOCK UNITS | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS AND RESTRICTED STOCK UNITS | NOTE 11 – STOCK OPTIONS AND RESTRICTED STOCK UNITS To compensate officers, directors and other key service providers with equity grants, the Board approved the 2016 Omnibus Equity Incentive Plan (“2016 Plan”) in 2016, 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. As of December 31, 2021, there are no shares available under the 2016 Plan for future issuance; however, the Board approved an increase in the authorized shares available to 8 million by resolution on January 13, 2022, as provided under the 2016 Plan (See Note 14 – Subsequent Events). The Company issued 644,000 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. A summary of stock option activity and related information during the years ended December 31, 2021 and 2020 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, 2019 340,619 $ 3.00 3.9 $ - Granted 128,000 $ 0.50 8.9 $ - Outstanding as of December 31, 2020 468,619 $ 1.75 5.6 $ - Granted 644,000 $ 0.36 10.0 $ - Outstanding as of December 31, 2021 1,112,619 $ 0.76 7.9 $ - Exercisable as of December 31, 2021 468,619 $ 1.31 5.5 $ - The Company recorded $ 75,692 24,327 The aggregate intrinsic value of options is the difference between the fair market value of the Company’s closing price of its common stock at each reporting date, less the exercise price multiplied by the number of options granted, which was $ 0 As of December 31, 2021, the unrecognized stock-based compensation of $ 136,828 is expected to be expensed through August 2022 based on the option vesting requirements. The weighted average fair value of options granted was $ 0.36 per share for the year ended December 31, 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 year ended December 31, 2021 were as follows: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED USING THE ASSUMPTIONS For the years ended 2021 2020 Expected term (years) 5.38 5.0 Expected volatility 153.9 % 149.67 % Risk-free interest rate 0.94 % 1.610 % Expected dividend yield 0.0 % 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 $ 2.50 252,440 54 0.50 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 year ended December 31, 2020 which was included in compensation and related expenses on the consolidated statements of operations. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2021 (computed by applying the U.S. Federal corporate tax rate of 21 SCHEDULE OF EFFECTIVE INCOME TAX RATES RECONCILIATION 2021 2020 Tax benefit at U.S. statutory rate $ (2,515,184 ) $ (1,021,163 ) State taxes, net of federal benefit (89,264 ) (260,154 ) Stock based compensation 1,875,514 Change in fair value of convertible bridge notes and derivatives - 792,877 PPP loan forgiveness (30,018 ) - Gain on extinguishment of liabilities 238,260 - Other permanent differences - 60,941 Change in valuation allowance 520,692 427,499 Total income tax expenses $ - $ - 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, 2021 and 2020 consisted of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2021 2020 Net operating loss carry-forward $ 3,073,065 $ 2,657,931 Accrued expenses 166,783 80,676 Stock based compensation 70,128 50,944 Charitable contribution 267 - Net deferred tax assets 3,310,243 2,789,552 Valuation allowance (3,310,243 ) (2,789,552 ) Total net deferred tax asset $ — $ — At December 31, 2021 and 2020, the Company had net deferred tax assets of $ 3,310,243 and $ 2,789,552 principally arising from net operating loss carry-forwards for income tax purposes (“NOLs”). As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at December 31, 2021 and 2020. At December 31, 2021, the Company has net operating loss carry forwards totaling approximately $ 12,125,000 . The potential tax benefit arising from NOLs generated of approximately $ 5,474,000 prior to 2018 effective date will begin to expire in 2034. The potential tax benefit arising from the net operating loss carryforwards of approximately $ 6,651,000 generated after 2018 can be carried forward indefinitely within the annual usage limitations. The Company is delinquent in filing its federal tax returns for several of the previous year periods since inception. Therefore, all tax years since the Company’s inception remain open for examination. Management expects to retain a tax professional to assist in bringing these filings current. 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, 2021 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES Employment Agreements The employment agreements as amended 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 24 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 24 months. The Company’s General Counsel’s employment agreement, as amended, contains an 18-month severance payment in the instance of a termination without cause or following a material change, as defined therein. Additionally, the management team are currently taking partial salary of their approved salary per their employment agreements and the difference is being accrued starting as of December 1, 2021. As of December 31, 2021, the accrued salary for the management team was $ 83,731 The employment agreements, as amended, for the Company’s Executive Chairman and CEO each contain a transaction bonus in the instance any of the Company’s assets are sold or sublicensed or if the Company or its subsidiary is acquired, equal to 1.75% of the consideration received by the Company. The employment agreement, as amended, for the Company’s General Counsel contains a similar transaction bonus equal to 0.5% of consideration received by the Company License Agreement The Company’s License Agreement for the Technology, as amended, with IGL is for 20 years or until the expiration of the multiple patents covered under the license and requires multiple milestone-based payments including: up to $ 410,000 as CycloSam ® 2 million upon commercialization. IGL has also received 500,000 4.5 % of Net Sales, as defined in the License Agreement, and 5 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 through April 2022. 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. As of December 31, 2021, the Company has paid $ 15,101 60,000 under the License Agreement representing the full upfront license fee, as well $ 97,999 in expense reimbursements required under that agreement. The drug development costs to service providers including the fixed $ 8,500 monthly consulting fee, which has been reflected as research and development expense on the consolidated statement of operations was $ 647,302 362,456 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS On January 13, 2022, by resolution of the Board of Directors, the Company increased the authorized shares issuable under its 2016 Omnibus Equity Incentive Plan, as amended, from 1 million to 8 million shares. On January 15, 2022, the Company modified the terms of the warrant issued to Checkmate Capital Group LLC under a modification agreement, to extend the term of such warrant until January 15, 2023, in return for an agreement for the holder to sign a six-month lock-up agreement in the instance that the Company completes an upcoming underwritten equity offering and lists its shares on NASDAQ. On January 15, 2022, the Company issued one of its Directors 400,000 On January 24, 2022, the Board approved a plan of compensation for independent directors, which provides: an annual retainer of $ 30,000 20,000 15,000 10,000 7,500 5,000 3,500 250,000 10 years 50% in 12 months and the balance in 24 months. On January 25, 2022, the Company appointed Adriann Sax to the Board of Directors and issued her 250,000 0.20 vesting half on January 25, 2023, and the balance on January 25, 2024 ten years On February 21, 2022, one of the Company’s independent directors was granted 1,000,000 0.20 vesting on December 31, 2022 ten years On February 22, 2022, the holder of the Company’s convertible debenture converted the $ 35,000 principal balance of that debt security into 218,750 0.16 On February 22, 2022, one of the Company’s key employees was granted 1,000,000 0.20 vesting in one-third increments over the following three years from grant ten years |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of QSAM Biosciences Inc. and its wholly-owned subsidiaries QSAM Therapeutics Inc and Q2Power Corp (currently inactive). 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 and Cash Equivalents | 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 | 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 | 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 $ 647,302 362,456 |
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. |
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. |
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, 2021 and 2020. For additional information, see Note 4 – Separation Agreement and Note 9 - 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 December 31, 2021, 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. 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 | 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 December 31, 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 accrued dividends 9,430,963 Shares from common stock options 1,112,619 Shares from common stock warrants 1,483,333 Shares from conversion of convertible notes not inclusive of accrued interest 3,025,000 Shares from the conversion of debentures 218,750 Shares from the conversion of redeemable convertible preferred stock (based upon an assumed conversion price at December 31, 2021 of $ 0.16 4,329,250 As of 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: Shares from the conversion of Series B Preferred Stock 1,756,250 Shares from the conversion of Series E-1 Preferred Stock 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 |
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 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 a 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 which was applied to convertible debt notes issued in 2021 (see Note 7). The adoption of ASU 2020-06 did not have an material impact on the Company’s consolidated 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 consolidated financial statements. |
Reclassifications | Reclassifications Certain reclassifications of prior year amounts including loss on conversion of bridge notes and accrued interest, loss on conversion of debentures and notes payable with unrelated parties, loss on conversion of accrued salary and bonus, director fees, and notes payable with related parties, and stock based compensation on the consolidated statements of operations 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 | 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 December 31, 2021, is in excess of FDIC limits in the amount of approximately $ 1,249,866 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 | 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | As of December 31, 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 accrued dividends 9,430,963 Shares from common stock options 1,112,619 Shares from common stock warrants 1,483,333 Shares from conversion of convertible notes not inclusive of accrued interest 3,025,000 Shares from the conversion of debentures 218,750 Shares from the conversion of redeemable convertible preferred stock (based upon an assumed conversion price at December 31, 2021 of $ 0.16 4,329,250 As of 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: Shares from the conversion of Series B Preferred Stock 1,756,250 Shares from the conversion of Series E-1 Preferred Stock 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 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE | The following tables set forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy as of December 31, 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 December 31 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 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, December 31, 2021 $ - |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF DISCONTINUED OPERATION | Reconciliation of revenue and expense items in discontinued operations in the consolidated statements of operations: SCHEDULE OF DISCONTINUED OPERATION Year Ended December 31, 2020 REVENUES $ 541,200 OPERATING EXPENSES Payroll and related expenses 515,741 General and administrative 53,398 Total operating expenses 569,139 Financing costs including interest 46,967 Gain on debt extinguishment (1,032,160 ) INCOME FROM DISCONTINUED OPERATIONS $ 957,254 Reconciliation of cash flows from operating activities and financing activities on the statements of cash flows: Year Ended December 31, 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net income from discontinued operations $ 957,254 Adjustments to reconcile net income 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 Increase in accrued interest - related party 46,967 Net cash provided by operating activities (5,439 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from promissory notes - related parties 338,373 Repayments on promissory notes – related parties (1,590 ) Net cash provided by financing activities 336,783 Net cash provided by discontinued operations $ 331,344 |
PREFERRED STOCK, COMMON STOCK_2
PREFERRED STOCK, COMMON STOCK, AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF ISSUED SHARES OF COMMON STOCK | In 2021 and 2020, the Company issued 44,696,923 17,392,343 SCHEDULE OF ISSUED SHARES OF COMMON STOCK For the Years Ended December 31, 2021 2020 Conversion of bridge notes and accrued interest to common stock 6,627,692 13,312,175 Conversion of debentures and accrued expenses 632,995 218,686 Conversion of accrued salary and bonus, directors fees, and promissory notes with related parties - 2,111,482 Conversion of Series A Stock to common stock 750,000 - Conversion of Series B Stock to common stock 6,525,378 - Exercise of Series B Warrants to common stock 1,871,430 - Exchange of Series E-1 Stock to common stock 28,839,428 - Stock based compensation for services 1,450,000 1,750,000 Total Common Shares issued 44,696,923 17,392,343 |
SCHEDULE OF WARRANT ACTIVITY | A summary of warrant activity and related information during the years ended December 31, 2021 and 2020 is as follows: SCHEDULE OF WARRANT ACTIVITY Warrants Weighted Aggregate Outstanding as of December 31, 2019 126,154 $ 0.22 $ Issued - - - Exercised - - - Expired 80,000 - - Outstanding as of December 31, 2020 46,154 $ 0.22 $ - Issued 8,501,908 0.29 - Exercised 1,871,432 0.25 - Expired 5,193,297 0.25 - Outstanding as of December 31, 2021 1,483,333 $ 0.49 $ - |
SCHEDULE OF STOCKHOLDERS' EQUITY NOTE, WARRANTS OR RIGHTS | The following is a summary of the outstanding common stock warrants as of December 31, 2021: SCHEDULE OF STOCKHOLDERS' EQUITY NOTE, WARRANTS OR RIGHTS Number of Exercise price Expiration Warrants issued in connection with issuance of Series B Stock to lead investor 475,000 $ 0.25 January 15, 2022 Warrants issued in connection with convertible notes 1,008,333 $ 0.60 October 31, 2022 Total Outstanding as of December 31, 2021 1,483,333 |
STOCK OPTIONS AND RESTRICTED _2
STOCK OPTIONS AND RESTRICTED STOCK UNITS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTION ACTIVITY | A summary of stock option activity and related information during the years ended December 31, 2021 and 2020 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, 2019 340,619 $ 3.00 3.9 $ - Granted 128,000 $ 0.50 8.9 $ - Outstanding as of December 31, 2020 468,619 $ 1.75 5.6 $ - Granted 644,000 $ 0.36 10.0 $ - Outstanding as of December 31, 2021 1,112,619 $ 0.76 7.9 $ - Exercisable as of December 31, 2021 468,619 $ 1.31 5.5 $ - |
SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED USING THE ASSUMPTIONS | The assumptions that were used in Black-Scholes option pricing model for the year ended December 31, 2021 were as follows: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED USING THE ASSUMPTIONS For the years ended 2021 2020 Expected term (years) 5.38 5.0 Expected volatility 153.9 % 149.67 % Risk-free interest rate 0.94 % 1.610 % Expected dividend yield 0.0 % 0.0 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF EFFECTIVE INCOME TAX RATES RECONCILIATION | SCHEDULE OF EFFECTIVE INCOME TAX RATES RECONCILIATION 2021 2020 Tax benefit at U.S. statutory rate $ (2,515,184 ) $ (1,021,163 ) State taxes, net of federal benefit (89,264 ) (260,154 ) Stock based compensation 1,875,514 Change in fair value of convertible bridge notes and derivatives - 792,877 PPP loan forgiveness (30,018 ) - Gain on extinguishment of liabilities 238,260 - Other permanent differences - 60,941 Change in valuation allowance 520,692 427,499 Total income tax expenses $ - $ - |
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, 2021 and 2020 consisted of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2021 2020 Net operating loss carry-forward $ 3,073,065 $ 2,657,931 Accrued expenses 166,783 80,676 Stock based compensation 70,128 50,944 Charitable contribution 267 - Net deferred tax assets 3,310,243 2,789,552 Valuation allowance (3,310,243 ) (2,789,552 ) Total net deferred tax asset $ — $ — |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - Earth Property Holdings LLC [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | |
Proceeds from sales of assets, investing activities | $ 100,000 | |
Stockholders' Equity, Reverse Stock Split | On September 4, 2020, the Company completed a 25:1 reverse stock split of its common shares |
BASIS OF PRESENTATION AND GOI_2
BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Cash Provided by (Used in) Operating Activities | $ 1,768,803 | $ 742,899 | |||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 11,977,065 | 5,819,937 | |||
Retained Earnings (Accumulated Deficit) | $ 29,281,674 | 29,281,674 | 15,911,895 | ||
Cash and Cash Equivalents, at Carrying Value | 1,499,866 | 1,499,866 | 8,304 | ||
Working Capital | 276,916 | 276,916 | |||
Convertible Debt, Current | 35,000 | 35,000 | 137,500 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 2,500,000 | 2,221,000 | 100,000 | ||
Proceeds from Issuance of Warrants | 467,857 | ||||
Proceeds from Convertible Debt | 605,000 | 605,000 | |||
Convertible Notes Payable, Current | $ 3,598,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | |||
Class of warrant right outstanding | 1,483,333 | 1,483,333 | 46,154 | 126,154 | |
Common Stock [Member] | |||||
Convertible Notes Payable, Current | $ 5,000,000 | $ 5,000,000 | |||
Class of warrant right outstanding | 1,008,334 | 1,008,334 | |||
Redeemable Preferred Stock [Member] | |||||
Convertible Debt, Current | $ 35,000 | $ 35,000 | |||
Debt Instrument, Debt Default, Amount | $ 480,000 | $ 480,000 |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Conversion of Series B Preferred Stock [Member] | ||
Antidilutive securities, shares | 9,430,963 | 1,756,250 |
Common Stock Options [Member] | ||
Antidilutive securities, shares | 1,112,619 | 468,619 |
Common Stock Warrants [Member] | ||
Antidilutive securities, shares | 1,483,333 | 46,154 |
Conversion of Convertible Notes Not Inclusive of Accured Interest [Member] | ||
Antidilutive securities, shares | 3,025,000 | |
Conversion of Debentures [Member] | ||
Antidilutive securities, shares | 218,750 | 625,000 |
Conversion of Debentures [Member] | Shares May Be Converted into Bridge Notes [Member] | ||
Antidilutive securities, shares | 6,578,702 | |
Conversion of Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive securities, shares | 4,329,250 | 2,727,273 |
Conversion of series E preferred stock [Member]. | ||
Antidilutive securities, shares | 7,650,000 |
SCHEDULE OF ANTIDILUTIVE SECU_2
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Conversion price per share | $ 0.16 | $ 0.22 |
Conversion of Redeemable Convertible Preferred Stock [Member] | ||
Conversion price per share | $ 0.16 | |
Conversion of Debentures [Member] | Shares May Be Converted into Bridge Notes [Member] | ||
Conversion price per share | 0.22 | |
Conversion of Debentures [Member] | Conversion of Redeemable Convertible Preferred Stock [Member] | ||
Conversion price per share | $ 0.22 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash equivalents | $ 0 | $ 0 |
Revenue | 0 | 0 |
Research and development | $ 647,302 | 362,456 |
Income tax 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 | |
Cash FDIC insured amount | $ 1,249,866 | |
Revenue | ||
Continuing Operations [Member] | ||
Revenue | $ 0 | $ 0 |
SEPARATION AGREEMENT (Details N
SEPARATION AGREEMENT (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 06, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Total liabilities | $ 1,392,964 | $ 4,298,597 | |
Promissory notes | $ 532,400 | ||
Conversion price per share | $ 0.16 | $ 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 | |
Mar. 31, 2021 | Nov. 30, 2018 | |
Sale of equity interest | $ 100,000 | |
Earth Property Holdings LLC [Member] | ||
Equity investment | $ 50,000 | |
Equity percentage | 19.90% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Nov. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Professional fees | $ 1,985,780 | $ 442,795 | ||
Debt Conversion, Original Debt, Amount | $ 3,633,983 | |||
Debt Conversion, Converted Instrument, Shares Issued | 13,312,175 | |||
Debt Instrument, Convertible, Conversion Price | $ 0.16 | $ 0.22 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.49 | $ 0.22 | $ 0.22 | |
Legal Fees | $ 77,064 | $ 67,147 | ||
Accounts Payable and Accrued Liabilities | $ 195,000 | 32,716 | ||
Series B Preferred Stock [Member] | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.16 | |||
Earth Property Holdings LLC [Member] | Separation Agreement [Member] | ||||
Revenue from Related Parties | 250,000 | |||
Debt instrument periodic payment | $ 34,136 | |||
IGL Pharma Inc [Member] | ||||
Professional fees | $ 140,000 | |||
President [Member] | ||||
Shares, Issued | 500,000 | |||
Officers and Directors [Member] | ||||
Proceeds from Short-term Debt | $ 45,500 | |||
Debt Instrument, Interest Rate During Period | 10.00% | |||
Short-term Debt | 7,500 | |||
Officers and Directors [Member] | Series B Preferred Stock [Member] | ||||
Debt Conversion, Original Debt, Amount | $ 23,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 23 | |||
Debt Instrument, Convertible, Conversion Price | $ 1,000 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 65,714 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.35 |
DEBENTURES, CONVERTIBLE BRIDG_2
DEBENTURES, CONVERTIBLE BRIDGE NOTES, AND NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 28, 2020 | Apr. 14, 2020 | Dec. 28, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 13,312,175 | |||||||
Gain (Loss) on Extinguishment of Debt | $ 238,260 | |||||||
Proceeds from Convertible Debt | $ 605,000 | $ 605,000 | ||||||
Debt instrument conversion price per share | $ 0.16 | $ 0.16 | $ 0.22 | |||||
Loss on conversion of bridge notes and accrued interest | $ 744,505 | $ 495,320 | ||||||
Change in fair value of convertible bridge notes. | $ (3,170,236) | |||||||
Maturity date | Dec. 31, 2023 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | ||||||
Stock split price | $ 0.20 | $ 0.20 | ||||||
Warrants purchase price | $ 0.49 | $ 0.49 | $ 0.22 | $ 0.22 | ||||
Notes Payable, Current | $ 532,400 | $ 532,400 | ||||||
Paycheck Protection Program [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||
Proceeds from Loans | $ 142,942 | |||||||
Debt Instrument, Maturity Date, Description | April 2022 | |||||||
Debt Instrument, Decrease, Forgiveness | $ 142,492 | |||||||
Warrant [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Warrants purchase price | $ 0.60 | $ 0.60 | ||||||
Convertible Promissory Note [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Gross proceeds | $ 5,000,000 | $ 5,000,000 | ||||||
Convertable Promissory Note [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt discount | 72,600 | 72,600 | ||||||
Notes Payable, Current | 532,400 | 532,400 | ||||||
Senior Secured Convertible Debentures [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Convertible Debt | 35,000 | 35,000 | 137,500 | |||||
Debt Conversion, Converted Instrument, Amount | $ 27,500 | $ 41,250 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 0.22 | 125,000 | ||||||
Debenture [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 102,500 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 517,086 | |||||||
Gain (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] | ||||||||
Proceeds from Convertible Debt | 2,801,908 | |||||||
Bridge Offering [Member] | In 2017 and 2018 [Member] | Three Directors [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Amount | 156,368 | |||||||
Bridge Offering [Member] | In 2017 and 2018 [Member] | One Shareholder [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Amount | 11,784 | |||||||
Follow-On Bridge Offering [Member] | Investors [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Bridge Loan | 2,900,000 | |||||||
Bridge Notes [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 4,378,488 | |||||||
Gain (Loss) on Extinguishment of Debt | 744,205 | |||||||
Bridge Notes [Member] | Common Stock [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,627,692 | |||||||
Convertible Promissory Notes [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Fair Value Disclosure | $ 0 | $ 0 | 3,598,000 | |||||
Change in fair value of convertible bridge notes. | $ 3,170,236 | |||||||
Convertible Promissory Note [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt instrument conversion price per share | $ 20 | $ 20 |
SCHEDULE OF LIABILITIES MEASURE
SCHEDULE OF LIABILITIES MEASURED AT FAIR VALUE (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible bridge notes | $ 3,598,000 | |
Fair value | 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 | ||
Fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible bridge notes | ||
Fair value | ||
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 | |
Fair value | $ 3,598,000 |
SCHEDULE OF RECONCILIATION OF L
SCHEDULE OF RECONCILIATION OF LEVEL 3 CONVERSION OPTION LIABILITY (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value | $ 3,598,000 |
Accrued interest | 35,983 |
Conversion to shares of common stock | (3,633,983) |
Fair value |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATION (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
REVENUES | $ 541,200 |
Payroll and related expenses | 515,741 |
General and administrative | 53,398 |
Total operating expenses | 569,139 |
Financing costs including interest | 46,967 |
Gain on debt extinguishment | (1,032,160) |
INCOME FROM DISCONTINUED OPERATIONS | 957,254 |
Net income from discontinued operations | 957,254 |
Gain on forgiveness or assumption of promissory notes and accrued expenses | (1,032,160) |
Increase in accounts payable and accrued expenses | 22,500 |
Increase in accrued interest - related party | 46,967 |
Net cash provided by operating activities | (5,439) |
Proceeds from promissory notes - related parties | 338,373 |
Repayments on promissory notes – related parties | (1,590) |
Net cash provided by financing activities | 336,783 |
Net cash provided by discontinued operations | $ 331,344 |
SCHEDULE OF ISSUED SHARES OF CO
SCHEDULE OF ISSUED SHARES OF COMMON STOCK (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total Common Shares issued | 44,696,923 | 17,392,343 |
Common Stock [Member] | Conversion of Bridge Notes And Accrued Interest To Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total Common Shares issued | 6,627,692 | 13,312,175 |
Common Stock [Member] | Conversion of Debentures And Accrued Expenses [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total Common Shares issued | 632,995 | 218,686 |
Common Stock [Member] | Conversion of Accrued Salary And Bonus Directors Fees And Promissory Notes With Related Parties [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total Common Shares issued | 2,111,482 | |
Common Stock [Member] | Conversion of Series A Stock To Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total Common Shares issued | 750,000 | |
Common Stock [Member] | Conversion of Series B Stock To Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total Common Shares issued | 6,525,378 | |
Common Stock [Member] | Conversion of Series B Warrants To Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total Common Shares issued | 1,871,430 | |
Common Stock [Member] | Exchange of Series E One Stock To Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total Common Shares issued | 28,839,428 | |
Common Stock [Member] | Stock based compensation for services [Member]. | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total Common Shares issued | 1,450,000 | 1,750,000 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Warrants outstanding, Beginning | 46,154 | 126,154 |
Warrants Weighted Average Exercise Price, Beginning | $ 0.22 | $ 0.22 |
Warrants Aggregate Intrinsic Value, Ending | ||
Warrant Issued | 8,501,908 | |
Warrants Weighted Average Exercise Price, Issued | $ 0.29 | |
Warrants Aggregate Intrinsic Value, Issued | ||
Warrants Exercised | 1,871,432 | |
Warrants Weighted Average Exercise Price, Exercised | $ 0.25 | |
Warrants Expired | 5,193,297 | 80,000 |
Warrants Weighted Average Exercise Price, Expired | $ 0.25 | |
Warrants outstanding, Ending | 1,483,333 | 46,154 |
Warrants Weighted Average Exercise Price, Ending | $ 0.49 | $ 0.22 |
SCHEDULE OF STOCKHOLDERS' EQUIT
SCHEDULE OF STOCKHOLDERS' EQUITY NOTE, WARRANTS OR RIGHTS (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Total Outstanding as of December 31, 2021 | 1,483,333 | 46,154 | 126,154 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.49 | $ 0.22 | $ 0.22 |
Warrants Issued in Connection with Issuance of Series B Preferred Stock to Lead Investor [Member] | |||
Class of Stock [Line Items] | |||
Total Outstanding as of December 31, 2021 | 475,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | ||
Maturity date | Jan. 15, 2022 | ||
Warrants issued in connection with convertible notes [Member] | |||
Class of Stock [Line Items] | |||
Total Outstanding as of December 31, 2021 | 1,008,333 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.60 | ||
Maturity date | Oct. 31, 2022 |
PREFERRED STOCK, COMMON STOCK_3
PREFERRED STOCK, COMMON STOCK, AND WARRANTS (Details Narrative) | Oct. 15, 2021USD ($)$ / sharesshares | Aug. 05, 2021USD ($)shares | Jun. 17, 2021USD ($)shares | Feb. 28, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 30, 2020shares | Dec. 06, 2020USD ($)$ / sharesshares | Jan. 31, 2021USD ($)$ / shares | Mar. 31, 2020shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 03, 2020shares | Dec. 31, 2019shares |
Class of Stock [Line Items] | |||||||||||||
Series A redeemable convertible preferred stock, shares issued | shares | 600 | 480 | 600 | ||||||||||
Series A redeemable convertible preferred stock, shares outstanding | shares | 600 | 480 | 600 | ||||||||||
Conversion of Stock, Amount Converted | $ 271,210 | ||||||||||||
Deemed dividend | $ 850,214 | ||||||||||||
Conversion price per share | $ / shares | $ 0.22 | $ 0.16 | $ 0.22 | ||||||||||
Redemption term | 2 years | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,633,983 | ||||||||||||
Preferred Stock, Shares Outstanding | shares | 1,509 | ||||||||||||
Number of shares issued | shares | 44,696,923 | 17,392,343 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 4 months 17 days | 5 years | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 153.90% | 149.67% | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.94% | 1.61% | |||||||||||
Stock based compensation | $ 75,692 | $ 24,327 | |||||||||||
Unrecognized share based compensation | 136,828 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 258,667 | ||||||||||||
Debt instrument conversion into common stock | shares | 13,312,175 | ||||||||||||
Loss on conversion of bridge note and accrued interest | 744,505 | ||||||||||||
Loss on conversion of bridge notes and accrued interest | $ 744,505 | $ 495,320 | |||||||||||
Class of Warrant or Right, Outstanding | shares | 46,154 | 1,483,333 | 46,154 | 126,154 | |||||||||
Share-based Payment Arrangement, Expense | $ 109,208 | ||||||||||||
Dividend Yield [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||||
Measurement Input, Price Volatility [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 175.70% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 184.40% | ||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.11% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.14% | ||||||||||||
Debenture and accrued expenses [Member]. | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt instrument conversion amount | $ 1,572,315 | ||||||||||||
Debt Conversion, Original Debt, Amount | 390,068 | $ 68,373 | |||||||||||
Debt Instrument, Face Amount | 125,007 | ||||||||||||
Interest Payable | $ 1,447,315 | ||||||||||||
Debt instrument conversion into common stock | shares | 3,441,401 | 7,260,687 | |||||||||||
Dividends | $ 542,500 | ||||||||||||
Consulting Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock Issued During Period, Value, Issued for Services | 1,450,000 | ||||||||||||
Service Agreements [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock based compensation | $ 1,070,725 | $ 406,825 | |||||||||||
Services Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 months | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 82,522 | ||||||||||||
Officers and Directors [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | ||||||||||||
Fifteen Holder [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividends Payable | $ 53,061 | ||||||||||||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion price per share | $ / shares | $ 0.16 | ||||||||||||
Warrant [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding | shares | 6,743,575 | ||||||||||||
Warrants and rights outstanding | $ 0 | ||||||||||||
Warrant [Member] | Services Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 months | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 129.81% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.08% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 405,000 | ||||||||||||
Warrant [Member] | Board of Director [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding | shares | 1,008,334 | ||||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 6,627,692 | 13,312,175 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 175 | ||||||||||||
Class of Warrant or Right, Outstanding | shares | 1,008,334 | ||||||||||||
Series A Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Series A redeemable convertible preferred stock, shares issued | shares | 600 | 480 | 600 | ||||||||||
Series A redeemable convertible preferred stock, shares outstanding | shares | 600 | 480 | 600 | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 600.00% | ||||||||||||
Preferred Stock, Liquidation Preference, Value | $ 480,000 | ||||||||||||
Temporary equity consent percentage | $ / shares | $ 0.67 | ||||||||||||
Dividend payable | $ 184,044 | $ 213,580 | $ 184,044 | ||||||||||
Debt instrument conversion amount | 120,000 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion of Stock, Shares Converted | shares | 120 | ||||||||||||
Conversion of Stock, Amount Converted | $ 120,000 | $ 120,000 | |||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, stated value | $ 120,000 | $ 120,000 | |||||||||||
Conversion price per share | $ / shares | $ 0.16 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred Stock, Shares Outstanding | shares | 281 | 1,509 | 281 | ||||||||||
Stock based compensation | $ 517,500 | ||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 6,525,378 | ||||||||||||
Debt Instrument, Face Amount | $ 911,000 | ||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 53,061 | ||||||||||||
Series B Preferred Stock [Member] | Officers and Directors [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion price per share | $ / shares | $ 1,000 | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 23,000 | ||||||||||||
Debt instrument conversion into common stock | shares | 23 | ||||||||||||
Series B Preferred Stock [Member] | Fifteen Holder [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 991 | ||||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | Fifteen Holder [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion of Stock, Shares Issued | shares | 6,525,378 | ||||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion of Stock, Shares Converted | shares | 750,000 | ||||||||||||
Conversion of Stock, Amount Converted | $ 662,425 | ||||||||||||
Conversion price | $ / shares | $ 0.16 | $ 0.16 | |||||||||||
Deemed dividend | $ 542,500 | ||||||||||||
Debt instrument conversion into common stock | shares | 750,000 | ||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
Preferred Stock, Liquidation Preference Per Share | $ / shares | 1,000 | 1,000 | |||||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 0.16 | $ 1,000 | $ 0.16 | ||||||||||
Debt instrument conversion amount | $ 2,500,000 | ||||||||||||
Debt Conversion, Original Debt, Amount | 156,000 | ||||||||||||
Series B Convertible Preferred Stock [Member] | Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of issuance of authorized shares | shares | 2,500 | 2,500 | |||||||||||
Series B Convertible Preferred Stock [Member] | Warrant [Member] | Officers and Directors [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 23,000 | ||||||||||||
Series B Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividend payable | $ 0 | $ 153,757 | $ 0 | ||||||||||
Series E-1 Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock earnout | shares | 8,500,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 6,528,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years | 4 years | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 90.78% | 96.12% | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.29% | 0.27% | |||||||||||
Series E-1 Preferred Stock [Member] | Exchange Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | shares | 28,839,428 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 8,650,000 | ||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.30 | ||||||||||||
Shares vested | shares | 23,000,000 | ||||||||||||
Shares unvested | shares | 6,000,000 | ||||||||||||
Series E-1 Preferred Stock [Member] | Five Individuals [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | shares | 850 | 7,650 | |||||||||||
Series E-1 Preferred Stock [Member] | Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of issuance of authorized shares | shares | 8,500 | ||||||||||||
Series E1 Preferred Stock [Member] | Employees And Directors [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock based compensation | $ 7,751,087 | ||||||||||||
Unrecognized share based compensation | $ 900,000 | ||||||||||||
Vesting period | 12 months | ||||||||||||
Series E One Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock based compensation | $ 7,751,087 | ||||||||||||
Series E One Stock [Member] | Exchange Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | shares | 28,839,428 | ||||||||||||
Series B Warrant [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant shares exercised | shares | 1,871,431 | ||||||||||||
Proceeds from isssuance of common stock | $ 467,858 | ||||||||||||
Warrants Issued To Service Provider [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding | shares | 750,000 | ||||||||||||
Series B warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding | shares | 1,871,431 | ||||||||||||
Warrant, Exercise Price, Increase | $ / shares | $ 0.35 | ||||||||||||
Warrant, Exercise Price, Decrease | $ / shares | $ 0.25 | ||||||||||||
Proceeds from Warrant Exercises | $ 467,855 | ||||||||||||
Series B warrants [Member] | Services Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||
Series B warrants [Member] | Maximum [Member] | Volatility [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 183.2 | ||||||||||||
Series B warrants [Member] | Maximum [Member] | Risk Free Rate [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.0007 | ||||||||||||
Series B warrants [Member] | Maximum [Member] | Services Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 months | ||||||||||||
Series B warrants [Member] | Minimum [Member] | Volatility [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 6.5 | ||||||||||||
Series B warrants [Member] | Minimum [Member] | Risk Free Rate [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.0004 | ||||||||||||
Series B warrants [Member] | Minimum [Member] | Services Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 0 years | ||||||||||||
Service Warrants [Member] | Dividend Yield [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||||
Service Warrants [Member] | Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Term | 14 days | ||||||||||||
Service Warrants [Member] | Maximum [Member] | Volatility [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.832 | ||||||||||||
Service Warrants [Member] | Maximum [Member] | Risk Free Rate [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.0007 | ||||||||||||
Service Warrants [Member] | Minimum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Term | 0 years | ||||||||||||
Service Warrants [Member] | Minimum [Member] | Volatility [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.065 | ||||||||||||
Service Warrants [Member] | Minimum [Member] | Risk Free Rate [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.0005 |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Option outstanding, balance | 468,619 | 340,619 |
Weighted average exercise price outstanding, balance | $ 1.75 | $ 3 |
Option granted | 644,000 | 128,000 |
Weighted average exercise price, granted | $ 0.36 | $ 0.50 |
Option outstanding, balance | 1,112,619 | 468,619 |
Weighted average exercise price outstanding, balance | $ 0.76 | $ 1.75 |
Option outstanding exercisable | 468,619 | |
Weighted Average Exercise Price Exercisable | $ 1.31 | |
Officers and Directors [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Weighted average remaining contractual term outstanding | 5 years 7 months 6 days | 3 years 10 months 24 days |
Aggregate Intrinsic Value, Beginning balance | ||
Option granted | 644,000 | |
Weighted average exercise price, granted | $ 0.36 | |
Sharebased Compensation Arrangement By Sharebased Payment Award Options Outstanding Weighted Average Remaining Contractual Term Grants In Period | 10 | 8.9 |
Aggregate instrinsic value, granted | ||
Weighted average remaining contractual term outstanding | 7 years 10 months 24 days | |
Aggregate Intrinsic Value, Ending Balance | ||
Weighted average remaining contractual term outstanding, exercisable | 5 years 6 months | |
Aggregate Intrinsic Value, Exercisable |
SCHEDULE OF FAIR VALUE OF STOCK
SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED USING THE ASSUMPTIONS (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Expected term | 5 years 4 months 17 days | 5 years |
Expected volatility | 153.90% | 149.67% |
Risk-free interest rate | 0.94% | 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 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 13, 2022 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options grants in period gross | 644,000 | 128,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 4 months 17 days | 5 years | |||||
Exercise price | $ 0.36 | $ 0.50 | |||||
Share based compensation | $ 75,692 | $ 24,327 | |||||
Options granted, amount | 0 | ||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 136,828 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.36 | ||||||
Option Repricing [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options grants in period gross | 252,440 | ||||||
Exercise price | $ 2.50 | $ 0.50 | |||||
Percentage of outstanding stock maximum | 54.00% | ||||||
Stock or Unit Option Plan Expense | $ 6,304 | ||||||
Officers and Directors [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options grants in period gross | 644,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | six months after issuance and the balance 12 months after issuance | ||||||
Exercise price | $ 0.36 | ||||||
2016 Omnibus Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 160,000 | ||||||
2016 Omnibus Equity Incentive Plan [Member] | Board Resolution and Amendment in 2017 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 8,000,000 | 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] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,000 |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATES RECONCILIATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at U.S. statutory rate | $ (2,515,184) | $ (1,021,163) |
State taxes, net of federal benefit | (89,264) | (260,154) |
Change in fair value of convertible bridge notes and derivatives | 792,877 | |
PPP loan forgiveness | (30,018) | |
Gain on extinguishment of liabilities | 238,260 | |
Other permanent differences | 60,941 | |
Change in valuation allowance | 520,692 | 427,499 |
Total income tax expenses |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forward | $ 3,073,065 | $ 2,657,931 |
Accrued expenses | 166,783 | 80,676 |
Stock based compensation | 70,128 | 50,944 |
Charitable contribution | 267 | |
Net deferred tax assets | 3,310,243 | 2,789,552 |
Valuation allowance | (3,310,243) | (2,789,552) |
Total net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 21.00% | |
Deferred Tax Assets, Gross | $ 3,310,243 | $ 2,789,552 |
Operating Loss Carryforwards | 12,125,000 | |
Potential tax benefit arising from nols | 5,474,000 | |
Potential tax benefit arising from net operating loss carry forward | $ 6,651,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||
Shares Issued | 44,696,923 | 17,392,343 | |
Research and development | $ 647,302 | $ 362,456 | |
Chairman And CEO [Member] | |||
Loss Contingencies [Line Items] | |||
Description for employee agreement rate | The employment agreements, as amended, for the Company’s Executive Chairman and CEO each contain a transaction bonus in the instance any of the Company’s assets are sold or sublicensed or if the Company or its subsidiary is acquired, equal to 1.75% of the consideration received by the Company. The employment agreement, as amended, for the Company’s General Counsel contains a similar transaction bonus equal to 0.5% of consideration received by the Company | ||
Employment Agreements [Member] | |||
Loss Contingencies [Line Items] | |||
Accrued salary | $ 83,731 | ||
License Agreement [Member] | QSAM Therapeutics Inc [Member] | |||
Loss Contingencies [Line Items] | |||
Other Expenses | 15,101 | 97,999 | |
Royalty percentage | 4.50% | ||
Sublicense percentage | 5.00% | ||
Consulting fee | $ 8,500 | ||
Payment for license fees | $ 60,000 | ||
License Agreement [Member] | QSAM Therapeutics Inc [Member] | Upon Commercialization [Member] | |||
Loss Contingencies [Line Items] | |||
Other Expenses | $ 2,000,000 | ||
Shares Issued | 500,000 | ||
License Agreement [Member] | QSAM Therapeutics Inc [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Other Expenses | $ 410,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jan. 15, 2022 | Feb. 22, 2022 | Feb. 21, 2022 | Jan. 25, 2022 | Jan. 24, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 13, 2022 |
Subsequent Event [Line Items] | ||||||||
Common stock issued for services | 400,000 | |||||||
Annual services fees | $ 1,985,780 | $ 442,795 | ||||||
Debt conversion, converted instrument, shares issued | 13,312,175 | |||||||
Conversion price per share | $ 0.16 | $ 0.22 | ||||||
Subsequent Event [Member] | Convertible Debenture [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt conversion, converted instrument, amount | $ 35,000 | |||||||
Debt conversion, converted instrument, shares issued | 218,750 | |||||||
Conversion price per share | $ 0.16 | |||||||
Subsequent Event [Member] | Chair of the Audit Committee [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Annual services fees | $ 7,500 | |||||||
Subsequent Event [Member] | Compensation Committee [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Annual services fees | 5,000 | |||||||
Subsequent Event [Member] | Nominating & Governance Committee [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Annual services fees | 3,500 | |||||||
Subsequent Event [Member] | Board Of Directors [Member] | Minimum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares authorized for issuance | 1,000,000 | |||||||
Subsequent Event [Member] | Board Of Directors [Member] | Maximum [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares authorized for issuance | 8,000,000 | |||||||
Subsequent Event [Member] | Independent Directors [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Professional fees | 30,000 | |||||||
Number of options granted | 1,000,000 | |||||||
Option exercisable term | 10 years | |||||||
Options vesting, description | vesting on December 31, 2022 | |||||||
Options exercisable price | $ 0.20 | |||||||
Subsequent Event [Member] | Independent Directors [Member] | Chair of the Audit Committee [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Annual services fees | 20,000 | |||||||
Subsequent Event [Member] | Independent Directors [Member] | Compensation Committee [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Annual services fees | 15,000 | |||||||
Subsequent Event [Member] | Independent Directors [Member] | Nominating & Governance Committee [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Annual services fees | $ 10,000 | |||||||
Subsequent Event [Member] | Non-employee Directors [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of options granted | 250,000 | |||||||
Option exercisable term | 10 years | |||||||
Options vesting, description | 50% in 12 months and the balance in 24 months. | |||||||
Subsequent Event [Member] | Adriann Sax [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of options granted | 250,000 | |||||||
Options vesting, description | vesting half on January 25, 2023, and the balance on January 25, 2024 | |||||||
Options exercisable price | $ 0.20 | |||||||
Subsequent Event [Member] | Adriann Sax [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Option exercisable term | 10 years | |||||||
Subsequent Event [Member] | Key Employees [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of options granted | 1,000,000 | |||||||
Option exercisable term | 10 years | |||||||
Options vesting, description | vesting in one-third increments over the following three years from grant | |||||||
Options exercisable price | $ 0.20 |