Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41337 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,940,799 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 851,394 | $ 225,276 |
Prepaid expenses and other current assets | 96,242 | 139,345 |
Subscription receivable | 342,669 | |
TOTAL CURRENT ASSETS | 1,290,305 | 364,621 |
TOTAL ASSETS | 1,290,305 | 364,621 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 868,639 | 745,011 |
Accrued payroll and related expenses | 79,166 | 79,166 |
Accrued Series B preferred stock dividends | 341,860 | 304,653 |
Convertible notes payable, net of discount | 443,700 | |
Notes payable - related parties | 7,500 | 7,500 |
TOTAL CURRENT LIABILITIES | 1,297,165 | 1,580,030 |
TOTAL LIABILITIES | 1,297,165 | 1,580,030 |
Redeemable convertible preferred stock - Series A; $0.0001 par value, 1,500 authorized, 480 shares issued and outstanding (liquidation preference of $728,400 and $721,200) as of March 31, 2023 and December 31, 2022, respectively | 728,400 | 721,200 |
STOCKHOLDERS’ DEFICIT | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized, 2,894,799 and 2,279,019 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 290 | 228 |
Unearned deferred compensation | (35,499) | (187,329) |
Additional paid-in capital | 36,532,003 | 33,428,115 |
Accumulated deficit | (37,232,056) | (35,177,625) |
TOTAL STOCKHOLDERS’ DEFICIT | (735,260) | (1,936,609) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 1,290,305 | $ 364,621 |
Notes Payable, Noncurrent, Related and Nonrelated Party Status [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, value | $ 2 | $ 2 |
Series E-1 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 1,500 | 1,500 |
Temporary equity, shares issued | 480 | 480 |
Temporary equity, shares outstanding | 480 | 480 |
Temporary equity, liquidation preference | $ 728,400 | $ 721,200 |
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 | 2,894,799 | 2,279,019 |
Common stock, shares outstanding | 2,894,799 | 2,279,019 |
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 | 1,509 |
Preferred stock, shares outstanding | 1,509 | 1,509 |
Preferred stock, liquidation preference, value | $ 1,850,814 | $ 1,813,607 |
Series E-1 Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 8,500 | 8,500 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
REVENUES | ||
OPERATING EXPENSES | ||
Compensation and related expenses | 332,316 | 756,399 |
Professional fees | 459,134 | 639,405 |
General and administrative | 68,000 | 119,468 |
Research and development expenses | 206,544 | 254,837 |
Total Operating Expenses | 1,065,996 | 1,770,109 |
LOSS FROM OPERATIONS | (1,065,996) | (1,770,109) |
OTHER INCOME (EXPENSE) | ||
Financing costs including interest | (43,118) | (18,137) |
Inducement interest | (397,928) | |
Total Other Expense, net | (441,046) | (18,137) |
Loss from operations before income taxes | (1,507,042) | (1,788,246) |
INCOME TAXES | ||
NET LOSS | (1,507,042) | (1,788,246) |
Series A preferred contractual dividends | (7,200) | (7,202) |
Series B preferred contractual dividends | (37,207) | (37,206) |
Deemed dividends from Series A and B conversion price reduction | (265,080) | |
Deemed dividend on warrant modification | (282,309) | (41,225) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (2,098,838) | $ (1,873,879) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS: BASIC AND DILUTED: | $ (0.90) | $ (1.12) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | 2,330,690 | 1,668,677 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series E-1 Preferred Stock [Member] | Common Stock [Member] | Deferred Stock Based Compensation [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 2 | $ 165 | $ (900,742) | $ 29,765,585 | $ (29,281,674) | $ (416,664) | |
Beginning Balance, shares at Dec. 31, 2021 | 1,509 | 1,652,102 | |||||
Common stock issued for services | $ 3 | 254,748 | 254,751 | ||||
Common stock issused for services, shares | 28,750 | ||||||
Conversion of debentures | $ 1 | 34,999 | 35,000 | ||||
Conversion of debentures, shares | 5,469 | ||||||
Incremental value from warrant modifications | 41,225 | (41,225) | |||||
Series A, preferred stock contractual dividends | (7,202) | (7,202) | |||||
40:1 Reverse Split Fractional Shares Adjustment | |||||||
40:1 Reverse Split Fractional Shares Adjustment, shares | 266 | ||||||
Series B, preferred stock contractual dividends | (37,206) | (37,206) | |||||
Accretion of stock-based compensation to employees and directors | 213,041 | 107,312 | 320,353 | ||||
Net loss period | (1,788,246) | (1,788,246) | |||||
Ending balance, value at Mar. 31, 2022 | $ 2 | $ 169 | (687,701) | 30,159,461 | (31,111,145) | (1,639,214) | |
Ending balance, shares at Mar. 31, 2022 | 1,509 | 1,686,587 | |||||
Beginning balance, value at Dec. 31, 2022 | $ 2 | $ 228 | (187,329) | 33,428,115 | (35,177,625) | (1,936,609) | |
Beginning Balance, shares at Dec. 31, 2022 | 1,509 | 2,279,019 | |||||
Common stock issued for services | $ 2 | 115,090 | 141,477 | 256,569 | |||
Common stock issused for services, shares | 16,500 | ||||||
Incremental value from warrant modifications | 282,309 | (282,309) | |||||
Series A, preferred stock contractual dividends | (7,200) | (7,200) | |||||
Series B, preferred stock contractual dividends | (37,207) | (37,207) | |||||
Accretion of stock-based compensation to employees and directors | 36,740 | 132,593 | 169,333 | ||||
Net loss period | (1,507,042) | (1,507,042) | |||||
Deemed dividend from Series A conversion price adjustment | 96,245 | (96,245) | |||||
Deemed dividend from Series B conversion price adjustment | 168,835 | (168,835) | |||||
Issuance of common stock for cash | $ 7 | 314,239 | 314,246 | ||||
Issuance of common stock for cash, shares | 69,834 | ||||||
Exercise of warrants for cash to common stock | $ 37 | 1,094,965 | 1,095,001 | ||||
Exercise of warrants for cash to common stock, shares | 365,001 | ||||||
Conversion of convertible debt to common stock | $ 16 | 519,696 | 519,712 | ||||
Conversion of convertible debt to common stock, shares | 164,446 | ||||||
Inducement for conversion of convertible debt | 397,937 | 397,937 | |||||
Ending balance, value at Mar. 31, 2023 | $ 2 | $ 290 | $ (35,499) | $ 36,532,003 | $ (37,232,056) | $ (735,260) | |
Ending balance, shares at Mar. 31, 2023 | 1,509 | 2,894,800 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (1,507,042) | $ (1,788,246) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Common stock issued for services | 256,569 | 254,751 |
Stock-based compensation to employees and directors | 169,333 | 320,353 |
Amortization of debt discount | 36,300 | 9,075 |
Inducement expense | 397,937 | |
Changes in operating assets and liabilities | ||
Decrease in prepaid expenses and other current assets | 43,103 | 42,006 |
Increase in accounts payable and accrued expenses | 156,522 | 248,069 |
Increase in accrued payroll and related expenses | 251,192 | |
Increase in accrued interest – related parties | 6,818 | |
Net cash used in operating activities | (440,460) | (662,800) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Deferred offering costs | 35,000 | |
Proceeds from warrant exercise | 812,332 | |
Proceeds from sale of common stock and warrants | 254,246 | |
Net cash provided by financing activities | 1,066,578 | 35,000 |
NET INCREASE (DECREASE) IN CASH | 626,118 | (627,800) |
CASH - Beginning of period | 225,276 | 1,499,866 |
CASH - End of period | 851,394 | 872,066 |
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 | 7,200 | 7,202 |
Accrual of contractual dividends on Series B convertible preferred stock | 37,207 | 37,206 |
Deemed dividend on warrant modifications | 282,309 | 41,225 |
Incremental value of Series A conversion modifications | 96,245 | |
Incremental value of Series B conversion modifications | 168,835 | |
Subscription receivable | 342,669 | |
Conversion of notes payable to common stock | $ 519,712 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2023 | |
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 in a separate sector (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 Company sold its entire equity interest in EPH to a third party in the first quarter of 2021 for $ 100,000 In April 2020, the Company established QSAM Therapeutics Inc. (“QSAM”) as a wholly-owned subsidiary incorporated in the state of Texas, and through QSAM, executed a Patent and Technology License Agreement and Trademark Assignment (the “License Agreement”) with IGL Pharma, Inc. (“IGL”). The License Agreement provides QSAM with exclusive, worldwide and sub-licensable rights to all of IGL’s patents, product data and knowhow with respect to Samaium-153 DOTMP aka CycloSam® (the “Technology”), a clinical stage novel radiopharmaceutical meant to treat different types of bone cancer and other diseases. In connection with the transition to the life sciences 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 March 4, 2022, the Company completed a 40:1 reverse stock split of its common shares . All shares and share prices set forth in this report have been adjusted retroactively to present this reverse stock split as if it had occurred at the beginning of the period presented in these consolidated financial statements. |
BASIS OF PRESENTATION AND GOING
BASIS OF PRESENTATION AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN | NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN The accompanying unaudited financial statements are prepared in accordance with Rule 8-01 of Regulation S-X of the Securities Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures included in these unaudited consolidated financial statements are adequate to make the information presented not misleading. The unaudited consolidated financial statements included in this document have been prepared on the same basis as the annual financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with US GAAP and SEC regulations for interim financial statements. The results for the three months ended March 31, 2023 are not necessarily indicative of the results that the Company will have for any subsequent period or for the calendar year ended December 31, 2023. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2022 which was filed with the SEC on March 30, 2023. For the three months ended March 31, 2023, the Company used net cash in operating activities for its operations of $ 440,460 1,507,042 37,232,056 6,860 851,394 The Company has supported operations through the issuance of common stock, preferred stock and debt over the last 12 months. This includes a common stock and warrant offering which closed March 31, 2023, of which a total of $ 2.85 342,667 Management expects expenses to increase in 2023 as our drug technology continues through 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 or debt raises in 2023. 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 unaudited 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 | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The unaudited consolidated financial statements include the accounts of QSAM Biosciences Inc. and its wholly-owned subsidiaries (the “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 national financial institution and has experienced no losses with respect to amounts on deposit. Any loss incurred or a lack of access to such funds above the FDIC limit could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. 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 $ 206,544 254,837 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 March 31, 2023 and December 31, 2022, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. Interest and penalties related to any unrecognized tax benefits is recognized in the unaudited consolidated financial statements as a component of income taxes. Basic and Diluted Loss Per Share Net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period plus any potentially dilutive shares related to the issuance of stock options, shares from the issuance of stock warrants, shares issued from the conversion of convertible preferred stock and shares issued for the conversion of convertible debt. As of March 31, 2023, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive (all shares adjusted to reflect a 40:1 reverse stock split effected on March 9, 2022): SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Shares from common stock options 177,815 Shares from common stock warrants 50,000 Shares from the conversion of convertible notes and accrued interest - Shares from the conversion of Series A Stock inclusive of cumulative dividends 242,800 Shares from the conversion of Series B Preferred Stock inclusive of dividends 301,435 Total 727,094 As of March 31, 2022, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive (all shares adjusted to reflect a 40:1 reverse stock split effected on March 9, 2022): Shares from common stock options 177,815 Shares from common stock warrants 37,083 Shares from the conversion of convertible notes and accrued interest 77,117 Shares from the conversion of Series A Stock inclusive of cumulative dividends 108,480 Shares from the conversion of Series B Preferred Stock inclusive of dividends 265,555 Total 666,050 Significant Estimates U.S. Generally Accepted Accounting Principles (“GAAP”) requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements, the reported amounts of revenues and expenses, cash flows and the related footnote disclosures during the period. On an on-going basis, the Company reviews and evaluates its estimates and assumptions, including, but not limited to, those that relate to the fair value of stock-based compensation, and a valuation allowance on deferred tax assets. 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 for public business entities that are not smaller reporting companies and for all other entities, fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The standard should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Effective January 1, 2021, the Company adopted ASU 2020-06 and noted no material impact to the 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 unaudited financial statements. 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 March 31, 2023, is in excess of FDIC limits in the amount of approximately $ 601,394 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; intellectual property risks; 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’s primary Technology is licensed from one party and is subject to general risks related to contractual relationships and the performance of the parties under the contract. 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS The Company has a License Agreement with IGL Pharma, Inc. (“IGL”), an entity in which the Company’s Executive Chairman serves as President, holds options to purchase less than a 1 % non-controlling equity interest and receives a $ 500 per month fee. Effective November 17, 2021, the Company amended the License Agreement with IGL which adjusted milestone payment amounts during the course of the agreement term. Under the License Agreement, the Company incurred research and development related expenses of $ 0 and $ 9,355 7,876 13,900 . During the year ended December 31, 2020, the Company received $ 45,500 10 7,500 |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Promissory Notes | |
CONVERTIBLE PROMISSORY NOTES | NOTE 5 – CONVERTIBLE PROMISSORY NOTES Convertible Notes Payable In the fourth quarter of 2021, the Company issued a total of $ 605,000 186,601 December 31, 2023 6 24.00 72,600 In the fourth quarter of 2022, two note holders converted $ 132,932 22,155 6.00 519,712 148,621 3.50 15,825 397,937 594,484 4.00 During the three-month periods ended March 31, 2023 and 2022, the Company recorded interest expense related to the amortization of the discount of $ 36,300 9,075 0 36,300 |
TEMPORARY EQUITY, PREFERRED STO
TEMPORARY EQUITY, PREFERRED STOCK, COMMON STOCK, AND WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
TEMPORARY EQUITY, PREFERRED STOCK, COMMON STOCK, AND WARRANTS | NOTE 6 – TEMPORARY EQUITY, PREFERRED STOCK, COMMON STOCK, AND WARRANTS Series A Redeemable Convertible Preferred Stock (“Series A Stock”) As of March 31, 2023 and December 31, 2022, the Company has 480 480,000 The Series A Stock carries a 6 248,400 241,200 728,400 721,200 The outstanding principal and accrued dividends on the shares of Series A Stock as of March 31, 2023 are convertible into the Company’s common stock at $ 3.00 3.33 3.00 96,245 4.00 The outstanding shares of Series A Stock as of December 31, 2022 were convertible at $ 3.33 4.50 3.33 6.40 3.33 342,497 3.33 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 pursuant to a March 31, 2023 modification signed by both Series A Stockholders, was changed to December 31, 2023), 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 resides between liabilities and equity. 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 0.001 10 1,000 1,000 2,500,000 156,000 23,000 991 163,134 53,061 1,509 341,860 304,653 The Series B Stock was originally convertible into common stock at a ratio of $ 6.40 6.19 6.40 6.19 30,938 For the three-month period ended March 31, 2023, the anti-dilution protections were triggered as a result of additional common stock issuances and the warrant conversion repricing, and the conversion ratio was reduced to $ 5.42 6.19 5.42 168,835 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 On December 6, 2021, the Company entered into an Exchange Agreement and Plan of Reorganization (the “Exchange Agreement”) with all Series E-1 Stockholders pursuant to which all shares of Series E-1 Stock were exchanged into an aggregate of 720,986 8.65 12.00 720,986 For the three-month periods ending March 31, 2023 and 2022, the Company recognized stock-based compensation to employees and directors totaling $ 36,741 213,041 no Common Stock In 2022, the Company effected a 40:1 reverse stock split During the three-month periods ended March 31, 2023 and 2022, the Company issued shares of common stock as follows: SCHEDULE OF ISSUED SHARES OF COMMON STOCK 2023 2022 For the three months ended March 31, 2023 2022 Conversion of debentures and accrued interest - 5,469 Exercise of common stock warrants to common stock 365,001 - Stock based compensation for services performed by one prior director - 10,000 Conversion of convertible debt to common stock, including “make whole” issuances 164,446 - Issuance of common stock for cash 69,834 - Stock based compensation for services 16,500 18,750 Total common shares issued 615,781 34,219 During the three-month period ended March 31, 2023, the Company issued 69,834 314,251 480,000 519,712 164,446 3.50 365,001 381,500 3.00 1,144,501 49,500 342,669 During the three-month period ended March 31, 2022, $ 35,000 5,469 6.40 18,750 10,000 Warrants During the three-month period ended March 31, 2023, the Company issued 69,834 50,000 91,979 A summary of warrant activity and related information for the period ending March 31, 2023 is as follows: SCHEDULE OF ALL OUTSTANDING COMMON STOCK WARRANTS Warrants Weighted Aggregate Outstanding as of December 31, 2022 323,543 $ 6.15 $ - Issued 119,832 4.25 - Exercised 381,500 3.00 - Expired 11,875 10.00 - Outstanding as of March 31, 2023 50,000 $ 6.00 $ - 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 March 31, 2023: SCHEDULE OF STOCKHOLDERS’ EQUITY NOTE WARRANTS OR RIGHTS Number of Exercise price Expiration Warrants issued in connection services agreement 50,000 $ 6.00 January 15, 2025 Total outstanding as of March 31, 2023 50,000 |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 7 – STOCK OPTIONS In 2016 to compensate officers, directors and other key service providers with equity grants, the Board approved the 2016 Omnibus Equity Incentive Plan (“2016 Plan”), which initially allowed for 4,000 200,000 25,000 5 The Company has not issued any stock options during the three month period ended March 31, 2023. A summary of stock option activity and related information during the period ended March 31, 2023 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, 2022 177,815 $ 12.57 8.8 $ - Granted - $ - - $ - Outstanding as of March 31, 2023 177,815 $ 12.57 8.56 $ - The Company recorded $ 169,333 107,312 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 March 31, 2023, there was unrecognized stock-based compensation of $ 505,644 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – 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. Pursuant to amendments dated November 14, 2022 to the three employment agreements of the Company’s Executive Chairman, CEO and General Counsel, as well as an amendment to the employment agreement for the Company’s VP Operations (the “2022 Amendments”), each of these four employees have agreed to accept reduced salaries until the Company is successful in raising additional funds. Specifically, when the Company raises at least $7.5 million in a single offering, each employee’s salary will be increased to the full contracted rate; and prior to that time, the reduced salaries will be gradually increased as the Company raises $2 million and then $5 million. During this time, the difference between the reduced salaries and the full contracted salaries will not accrue as liabilities for the Company. 79,166 Pursuant to the 2022 Amendments, $ 758,748 606,998 151,750 79,166 168,611 3.55 The shares of common stock issued pursuant to the 2022 Amendments are restricted and shall be subject to forfeiture as follows: until such time that the Company successfully closes $ 5 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 and for its VP Operations each contain a similar transaction bonus equal to 0.5% of consideration received by the Company. Board of Director Agreements In January 2022, Adriann Sax was appointed as a Director to the Board and awarded an annual retainer of $ 30,000 7,500 10,000 59,573 43,542 In February 2022, Charles J. Link, Jr. was appointed as a Director to the Board and awarded an annual retainer of $ 30,000 7,500 15,000 3,500 70,233 51,333 License Agreement The License Agreement for the Technology, as amended, between the Company’s wholly-owned subsidiary QSAM Therapeutics and IGL is for 20 410,000 ® 2 12,500 4.5 5 In connection with the License Agreement, QSAM signed a two-year Consulting and Confidentiality Agreement (the “Consulting Agreement”) with IGL, which provided IGL with payments of $ 8,500 13,961 in 0 25,500 As of March 31, 2023, $ 7,876 On July 1, 2022, QSAM signed a new work order under the Master Services Agreement dated August 31, 2020 with IsoTherapeutics Group, Inc. (“ISO”), a company that has common ownership control with IGL. The new work order with ISO is a $ 8,500 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS In April 2023, the Company received $ 342,669 107,556 In April 2023, the Company signed two consulting agreements for support in investor relations and other services as follows: a six month agreement with Redstone Communications pursuant to which the Company issued 30,000 16,000 46,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements include the accounts of QSAM Biosciences Inc. and its wholly-owned subsidiaries (the “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 national financial institution and has experienced no losses with respect to amounts on deposit. Any loss incurred or a lack of access to such funds above the FDIC limit could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. 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 $ 206,544 254,837 |
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 March 31, 2023 and December 31, 2022, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. Interest and penalties related to any unrecognized tax benefits is recognized in the unaudited consolidated financial statements as a component of income taxes. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period plus any potentially dilutive shares related to the issuance of stock options, shares from the issuance of stock warrants, shares issued from the conversion of convertible preferred stock and shares issued for the conversion of convertible debt. As of March 31, 2023, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive (all shares adjusted to reflect a 40:1 reverse stock split effected on March 9, 2022): SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Shares from common stock options 177,815 Shares from common stock warrants 50,000 Shares from the conversion of convertible notes and accrued interest - Shares from the conversion of Series A Stock inclusive of cumulative dividends 242,800 Shares from the conversion of Series B Preferred Stock inclusive of dividends 301,435 Total 727,094 As of March 31, 2022, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive (all shares adjusted to reflect a 40:1 reverse stock split effected on March 9, 2022): Shares from common stock options 177,815 Shares from common stock warrants 37,083 Shares from the conversion of convertible notes and accrued interest 77,117 Shares from the conversion of Series A Stock inclusive of cumulative dividends 108,480 Shares from the conversion of Series B Preferred Stock inclusive of dividends 265,555 Total 666,050 |
Significant Estimates | Significant Estimates U.S. Generally Accepted Accounting Principles (“GAAP”) requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements, the reported amounts of revenues and expenses, cash flows and the related footnote disclosures during the period. On an on-going basis, the Company reviews and evaluates its estimates and assumptions, including, but not limited to, those that relate to the fair value of stock-based compensation, and a valuation allowance on deferred tax assets. 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 for public business entities that are not smaller reporting companies and for all other entities, fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The standard should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Effective January 1, 2021, the Company adopted ASU 2020-06 and noted no material impact to the 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 unaudited financial statements. |
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 March 31, 2023, is in excess of FDIC limits in the amount of approximately $ 601,394 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; intellectual property risks; 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’s primary Technology is licensed from one party and is subject to general risks related to contractual relationships and the performance of the parties under the contract. |
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) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | As of March 31, 2023, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive (all shares adjusted to reflect a 40:1 reverse stock split effected on March 9, 2022): SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Shares from common stock options 177,815 Shares from common stock warrants 50,000 Shares from the conversion of convertible notes and accrued interest - Shares from the conversion of Series A Stock inclusive of cumulative dividends 242,800 Shares from the conversion of Series B Preferred Stock inclusive of dividends 301,435 Total 727,094 As of March 31, 2022, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive (all shares adjusted to reflect a 40:1 reverse stock split effected on March 9, 2022): Shares from common stock options 177,815 Shares from common stock warrants 37,083 Shares from the conversion of convertible notes and accrued interest 77,117 Shares from the conversion of Series A Stock inclusive of cumulative dividends 108,480 Shares from the conversion of Series B Preferred Stock inclusive of dividends 265,555 Total 666,050 |
TEMPORARY EQUITY, PREFERRED S_2
TEMPORARY EQUITY, PREFERRED STOCK, COMMON STOCK, AND WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF ISSUED SHARES OF COMMON STOCK | During the three-month periods ended March 31, 2023 and 2022, the Company issued shares of common stock as follows: SCHEDULE OF ISSUED SHARES OF COMMON STOCK 2023 2022 For the three months ended March 31, 2023 2022 Conversion of debentures and accrued interest - 5,469 Exercise of common stock warrants to common stock 365,001 - Stock based compensation for services performed by one prior director - 10,000 Conversion of convertible debt to common stock, including “make whole” issuances 164,446 - Issuance of common stock for cash 69,834 - Stock based compensation for services 16,500 18,750 Total common shares issued 615,781 34,219 |
SCHEDULE OF ALL OUTSTANDING COMMON STOCK WARRANTS | A summary of warrant activity and related information for the period ending March 31, 2023 is as follows: SCHEDULE OF ALL OUTSTANDING COMMON STOCK WARRANTS Warrants Weighted Aggregate Outstanding as of December 31, 2022 323,543 $ 6.15 $ - Issued 119,832 4.25 - Exercised 381,500 3.00 - Expired 11,875 10.00 - Outstanding as of March 31, 2023 50,000 $ 6.00 $ - |
SCHEDULE OF STOCKHOLDERS’ EQUITY NOTE WARRANTS OR RIGHTS | The following is a summary of the outstanding common stock warrants as of March 31, 2023: SCHEDULE OF STOCKHOLDERS’ EQUITY NOTE WARRANTS OR RIGHTS Number of Exercise price Expiration Warrants issued in connection services agreement 50,000 $ 6.00 January 15, 2025 Total outstanding as of March 31, 2023 50,000 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTION ACTIVITY | A summary of stock option activity and related information during the period ended March 31, 2023 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, 2022 177,815 $ 12.57 8.8 $ - Granted - $ - - $ - Outstanding as of March 31, 2023 177,815 $ 12.57 8.56 $ - |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - Earth Property Holdings LLC [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2021 | |
Proceeds from sales of assets, investing activities | $ 100,000 | |
Stockholders' Equity, Reverse Stock Split | On March 4, 2022, the Company completed a 40:1 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 | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Net cash used in operating activities | $ 440,460 | $ 662,800 | |
Loss from continuing operations before income taxes | 1,507,042 | $ 1,788,246 | |
Accumulated deficit | 37,232,056 | $ 35,177,625 | |
Working capital | 6,860 | ||
Cash | 851,394 | $ 225,276 | |
Common Stock and Warrant [Member] | |||
Proceeds for issuance | 2,850,000 | ||
Subscriptions receivables, value | $ 342,667 |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities, shares | 727,094 | 666,050 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities, shares | 177,815 | 177,815 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities, shares | 50,000 | 37,083 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities, shares | 77,117 | |
Conversion of Series A Stock Inclusive of Cumulative Dividends [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities, shares | 242,800 | 108,480 |
Conversion of Series B Preferred Stock Inclusive of Dividends [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities, shares | 301,435 | 265,555 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Cash equivalents | $ 0 | $ 0 | |
Revenue | 0 | $ 0 | |
Research and development costs | $ 206,544 | $ 254,837 | |
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 in excess of FDIC limits | $ 601,394 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Research and development related expenses | $ 206,544 | $ 254,837 | ||
IGL Pharma Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Research and development related expenses | 0 | $ 9,355 | ||
IGL Pharma Inc [Member] | Service [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related party | 7,876 | $ 13,900 | ||
Officers and Directors [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from short-term notes payable | $ 45,500 | |||
Debt Instrument, Interest Rate During Period | 10% | |||
Short-term notes payable outstanding | $ 7,500 | $ 7,500 | ||
IGL Pharma Inc [Member] | President [Member] | ||||
Related Party Transaction [Line Items] | ||||
Subsidiary, Ownership Percentage, Noncontrolling Owner | 1% | |||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 500 |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||||
Fair value shares issued for the conversion | $ 594,484 | ||||
Inducement interest expense | $ 397,937 | ||||
Stock price | $ 4 | ||||
Convertible Promissory Notes [Member] | |||||
Short-Term Debt [Line Items] | |||||
Proceeds from convertible notes payable | $ 605,000 | ||||
Debt conversion, converted shares | 148,621 | 22,155 | 186,601 | ||
Maturity date | Dec. 31, 2023 | ||||
Interest rate, stated percentage | 6% | 6% | |||
Unamortized debt discount | $ 0 | $ 36,300 | |||
Fair value shares issued for the conversion | $ 519,712 | $ 132,932 | |||
Additional shares converted | 15,825 | ||||
Amortization of debt discount | $ 36,300 | $ 9,075 | |||
Convertible Promissory Notes [Member] | Warrant [Member] | |||||
Short-Term Debt [Line Items] | |||||
Unamortized debt discount | $ 72,600 | $ 72,600 | |||
Convertible Promissory Note [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt conversion price | $ 3.50 | $ 6 | $ 24 | $ 24 |
SCHEDULE OF ISSUED SHARES OF CO
SCHEDULE OF ISSUED SHARES OF COMMON STOCK (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total common shares issued | 615,781 | 34,219 |
Common Stock [Member] | Conversion of Debentures and Accrued Interest [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total common shares issued | 5,469 | |
Common Stock [Member] | Exercise of Common Stock Warrants to Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total common shares issued | 365,001 | |
Common Stock [Member] | Stock Based Compensation for Services Performed by One Prior Director [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total common shares issued | 10,000 | |
Common Stock [Member] | Conversion Of Convertible Debt To Common Stock Including Make Whole Issuances [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total common shares issued | 164,446 | |
Common Stock [Member] | Issuance Of Common Stock For Cash [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total common shares issued | 69,834 | |
Common Stock [Member] | Stock Based Compensationfor Services [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total common shares issued | 16,500 | 18,750 |
SCHEDULE OF ALL OUTSTANDING COM
SCHEDULE OF ALL OUTSTANDING COMMON STOCK WARRANTS (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants outstanding, Beginning | shares | 323,543 |
Warrants Weighted Average Exercise Price, Beginning | $ / shares | $ 6.15 |
Warrants Aggregate Intrinsic Value, Beginning | $ | |
Warrants Issued | shares | 119,832 |
Warrants Weighted Average Exercise Price, Issued | $ / shares | $ 4.25 |
Warrants Aggregate Intrinsic Value, Issued | $ | |
Warrants Exercised | shares | 381,500 |
Warrants Weighted Average Exercise Price, Exercised | $ / shares | $ 3 |
Warrants Expired | shares | 11,875 |
Warrants Weighted Average Exercise Price, Expired | $ / shares | $ 10 |
Warrants outstanding, Ending | shares | 50,000 |
Warrants Weighted Average Exercise Price, Ending | $ / shares | $ 6 |
Warrants Aggregate Intrinsic Value, Ending | $ |
SCHEDULE OF STOCKHOLDERS_ EQUIT
SCHEDULE OF STOCKHOLDERS’ EQUITY NOTE WARRANTS OR RIGHTS (Details) | Mar. 31, 2023 $ / shares shares |
Class of Stock [Line Items] | |
Number of Warrants Issued | shares | 50,000 |
Exercise price per share, Warrants Issued | $ / shares | $ 3 |
Warrants Issued in Connection Services Agreement [Member] | |
Class of Stock [Line Items] | |
Number of Warrants Issued | shares | 50,000 |
Exercise price per share, Warrants Issued | $ / shares | $ 6 |
Expiration Date, Warrants Issued | Jan. 15, 2025 |
TEMPORARY EQUITY, PREFERRED S_3
TEMPORARY EQUITY, PREFERRED STOCK, COMMON STOCK, AND WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Dec. 06, 2021 | Aug. 24, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 03, 2020 | |
Class of Stock [Line Items] | |||||||||
Temporary equity, shares issued | 480 | 480 | 480 | ||||||
Temporary equity, shares outstanding | 480 | 480 | 480 | ||||||
Temporary equity, liquidation preference | $ 728,400 | $ 721,200 | $ 721,200 | ||||||
Share price | $ 4 | ||||||||
Debt conversion, converted instrument, amount | $ 594,484 | ||||||||
Issue of common stock, shares | 615,781 | 34,219 | |||||||
Recognized stock based compensation | $ 169,333 | $ 107,312 | |||||||
Unrecognized stock based compensation | $ 505,644 | ||||||||
Warrant exercise price | $ 3 | ||||||||
Offset fees | $ 49,500 | ||||||||
Subscription receivables | 342,669 | ||||||||
Warrants and rights outstanding | 69,834 | ||||||||
Consulting services expense | $ 91,979 | ||||||||
Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Issue of common stock, shares | 69,834 | ||||||||
Issue of common stock, value | $ 314,251 | ||||||||
Warrants and rights outstanding | $ 0 | $ 0 | $ 0 | ||||||
Warrant [Member] | Exercise of Common Stock Warrants to Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise of warrants | 365,001 | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Debt conversion, original debt, amount | $ 480,000 | $ 35,000 | |||||||
Interest expense | $ 519,712 | ||||||||
Debt conversion, converted instrument, shares issued | 164,446 | 5,469 | |||||||
Debt instrument convertible, conversion price | $ 3.50 | $ 6.40 | |||||||
Exercise of warrants | 1,144,501 | ||||||||
Additional stock issued for services | 18,750 | ||||||||
Stock issued during period shares, issued for services | 16,500 | 28,750 | |||||||
Common Stock [Member] | Exercise of Common Stock Warrants to Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Issue of common stock, shares | 365,001 | ||||||||
Exercise of warrants | 381,500 | ||||||||
Common Stock [Member] | Director [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period shares, issued for services | 10,000 | ||||||||
Series A Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Temporary equity, shares issued | 480 | 480 | 480 | ||||||
Temporary equity, shares outstanding | 480 | 480 | 480 | ||||||
Preferred stock, liquidation preference, value | $ 480,000 | ||||||||
Preferred stock, dividend rate, percentage | 6% | ||||||||
Accrued dividends | $ 248,400 | $ 241,200 | $ 241,200 | ||||||
Preferred stock, conversion price | $ 3.33 | $ 3.33 | |||||||
Incremental value due to the conversion price reduction | $ 96,245 | $ 342,497 | $ 342,497 | ||||||
Estimated fair value of common stock | $ 3.33 | ||||||||
Series A Stock [Member] | Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock issued per share | $ 4.50 | 4.50 | |||||||
Series A Stock [Member] | Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, conversion price | $ 3.33 | ||||||||
Share price | 6.40 | 6.40 | |||||||
Series A Stock [Member] | Minimum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, conversion price | 3 | ||||||||
Share price | $ 3.33 | $ 3.33 | |||||||
Preferred stock, conversion price, decrease | 5.42 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, conversion price | 3 | ||||||||
Common stock, conversion price, reduction | $ 4 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, liquidation preference, value | $ 1,850,814 | $ 1,813,607 | $ 1,813,607 | ||||||
Preferred stock, dividend rate, percentage | 10% | ||||||||
Common stock issued per share | $ 1,000 | ||||||||
Preferred stock, shares authorized | 2,500 | 2,500 | 2,500 | 2,500 | |||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, liquidation preference per share | 1,000 | ||||||||
Debt conversion, converted instrument, amount | $ 2,500,000 | ||||||||
Debt conversion, original debt, amount | 156,000 | ||||||||
Preferred stock, shares issued | 1,509 | 1,509 | 1,509 | ||||||
Preferred stock, shares outstanding | 1,509 | 1,509 | 1,509 | ||||||
Preferred stock, conversion price, decrease | $ 6.19 | ||||||||
Series B Preferred Stock [Member] | Fifteen Holder [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Accrued dividends | $ 53,061 | $ 341,860 | $ 304,653 | $ 304,653 | |||||
Convertible preferred stock | 991 | ||||||||
Series B Preferred Stock [Member] | Warrant [Member] | Directors [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Debt conversion, original debt, amount | $ 23,000 | ||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share price | $ 6.40 | ||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | Fifteen Holder [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Convertible preferred stock | 163,134 | ||||||||
Series B Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Incremental value due to the conversion price reduction | $ 168,835 | $ 30,938 | $ 30,938 | ||||||
Series B Stock [Member] | Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, conversion price, decrease | $ 6.19 | $ 6.40 | |||||||
Series B Stock [Member] | Minimum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, conversion price, decrease | $ 5.42 | $ 6.19 | |||||||
Series E-1 Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 8,500 | 8,500 | 8,500 | ||||||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||
Series E-1 Preferred Stock [Member] | Exchange Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock issued per share | $ 12 | ||||||||
Issue of common stock, shares | 720,986 | ||||||||
Issue of common stock, value | $ 8,650,000 | ||||||||
Common shares vested | 720,986 | ||||||||
Unrecognized stock based compensation | $ 0 | ||||||||
Series E-1 Preferred Stock [Member] | Maximum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized | 8,500 | ||||||||
Series E1 Preferred Stock [Member] | Employees And Directors [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Recognized stock based compensation | 36,741 | $ 213,041 | |||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Reverse stock split, description | 40:1 reverse stock split | ||||||||
Warrants Issued to Service Provider [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants and rights outstanding | $ 50,000 |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Option outstanding, beginning balance | 177,815 | |
Weighted average exercise price outstanding, balance | $ 12.57 | |
Weighted average remaining contractual term outstanding, ending | 8 years 6 months 21 days | 8 years 9 months 18 days |
Aggregate Intrinsic Value, Beginning balance | ||
Options, granted | ||
Weighted average exercise price, granted | ||
Option outstanding, ending balance | 177,815 | 177,815 |
Weighted average exercise price outstanding, ending balance | $ 12.57 | $ 12.57 |
Aggregate intrinsic value, ending balance |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Jan. 13, 2022 | Dec. 31, 2016 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based compensation | $ 169,333 | $ 107,312 | ||
Options granted, amount | ||||
Unrecognized stock-based compensation | $ 505,644 | |||
2016 OmniBus Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares authorized under plan | 25,000 | 200,000 | 4,000 | |
Shares authorized under plan outstanding, percent | 5% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jul. 01, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Apr. 30, 2017 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||||||
Termination agreement description | 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. | ||||||
Employment agreements description | Pursuant to amendments dated November 14, 2022 to the three employment agreements of the Company’s Executive Chairman, CEO and General Counsel, as well as an amendment to the employment agreement for the Company’s VP Operations (the “2022 Amendments”), each of these four employees have agreed to accept reduced salaries until the Company is successful in raising additional funds. Specifically, when the Company raises at least $7.5 million in a single offering, each employee’s salary will be increased to the full contracted rate; and prior to that time, the reduced salaries will be gradually increased as the Company raises $2 million and then $5 million. During this time, the difference between the reduced salaries and the full contracted salaries will not accrue as liabilities for the Company. | ||||||
Accrued salary amount | $ 79,166 | $ 79,166 | |||||
Stock issued during period, value forfeitures | 5,000,000 | ||||||
Professional fees | $ 459,134 | $ 639,405 | |||||
Shares issued | 615,781 | 34,219 | |||||
Research and development expenses | $ 206,544 | $ 254,837 | |||||
Chairman and CEO [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Description of nature and effects | 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 and for its VP Operations each contain a similar transaction bonus equal to 0.5% of consideration received by the Company. | ||||||
Adriann Sax [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Compensation expense | $ 30,000 | ||||||
Accrued compensation | $ 59,573 | 43,542 | |||||
Audit Committee [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Professional fees | $ 7,500 | 7,500 | |||||
Nominating And Governace Commmittee [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Professional fees | 3,500 | $ 10,000 | |||||
Charles J. Link [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Compensation expense | 30,000 | ||||||
Accrued compensation | 70,233 | $ 51,333 | |||||
Compensation Committee Chair [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Professional fees | $ 15,000 | ||||||
Settlement Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Accrued Salaries | 758,748 | ||||||
Estimated fair value | 606,998 | ||||||
Cash payments | 151,750 | ||||||
Unpaid salaries | $ 79,166 | ||||||
Shares issued | 168,611 | ||||||
Converted price per share | $ 3.55 | ||||||
License Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Research and development expenses | $ 0 | $ 25,500 | |||||
Accounts payable and accrued expenses | $ 7,876 | ||||||
License Agreement [Member] | IGL Pharma Inc [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Agreement term | 20 years | ||||||
License Agreement [Member] | QSAM Therapeutics Inc [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Other expenses | $ 13,961 | ||||||
Royalty percentage | 4.50% | ||||||
Sublicense percentage | 5% | ||||||
Consulting fee | $ 8,500 | $ 8,500 | |||||
License Agreement [Member] | QSAM Therapeutics Inc [Member] | Upon Commercialization [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Other expenses | $ 2,000,000 | ||||||
Shares issued | 12,500 | ||||||
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 ($) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Event [Line Items] | |||
Total common shares issued | 615,781 | 34,219 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Total common shares issued | 46,000 | ||
Subsequent Event [Member] | Restricted Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Total common shares issued | 30,000 | ||
Subsequent Event [Member] | Restricted Common Stock [Member] | Six Month Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Total common shares issued | 16,000 | ||
Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Subscriptions receivable | $ 342,669 | ||
Total common shares issued | 107,556 |