Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 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 | 001-36268 | |||
Entity Registrant Name | MyMD Pharmaceuticals, Inc. | |||
Entity Central Index Key | 0001321834 | |||
Entity Tax Identification Number | 22-2983783 | |||
Entity Incorporation, State or Country Code | NJ | |||
Entity Address, Address Line One | 855 N. Wolfe Street | |||
Entity Address, Address Line Two | Suite 601 | |||
Entity Address, City or Town | Baltimore | |||
Entity Address, State or Province | MD | |||
Entity Address, Postal Zip Code | 21205 | |||
City Area Code | 856 | |||
Local Phone Number | 848-8698 | |||
Title of 12(b) Security | Shares of common stock, no par value | |||
Trading Symbol | MYMD | |||
Security Exchange Name | NASDAQ | |||
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 | $ 21,254,305 | |||
Entity Common Stock, Shares Outstanding | 38,058,245 | |||
Documents Incorporated by Reference | None. | |||
ICFR Auditor Attestation Flag | false | |||
Auditor Firm ID | 536 | 677 | ||
Auditor Name | Morison Cogen LLP | CHERRY BEKAERT LLP | ||
Auditor Location | Blue Bell, Pennsylvania | Tampa, Florida |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and Cash Equivalents | $ 555,967 | $ 148,284 |
Marketable Securities | 11,003,071 | |
Prepaid expenses | 1,106,347 | 1,218 |
Total Current Assets | 12,665,385 | 149,502 |
Non-Current Assets | ||
Operating Lease Right-of-Use Asset | 149,009 | 527,195 |
Goodwill | 10,498,539 | |
Investment in Oravax, Inc. | 1,500,000 | |
Total Non-Current Assets | 12,147,548 | 527,195 |
Total Assets | 24,812,933 | 676,697 |
Current Liabilities | ||
Trade and Other Payables | 986,626 | 1,104,801 |
Trade and Other Payables, related party | 696,926 | |
Operating Lease Liability | 53,240 | 475,816 |
PPP Loan Payable | 70,600 | |
Total Current Liabilities | 1,039,866 | 2,348,143 |
Non-Current Liabilities | ||
Due to MyMD Florida Shareholders | 29,982 | |
Line of Credit Payable– Related Party, net of discount | 2,333,984 | |
Notes Payable | 1,200,000 | |
Operating Lease Liability, net of current portion | 95,911 | 51,602 |
Total Non-Current Liabilities | 125,893 | 3,585,586 |
Total Liabilities | 1,165,759 | 5,933,729 |
SHAREHOLDERS’ EQUITY/(DEFICIT) | ||
Additional Paid in Capital | 43,411,487 | |
Accumulated Deficit | (78,561,568) | (48,672,523) |
Total Shareholders’ Equity/(Deficit) | 23,647,174 | (5,257,032) |
Total Liabilities and Shareholders’ Equity/(Deficit) | 24,812,933 | 676,697 |
Series C Convertible Preferred Stock [Member] | ||
SHAREHOLDERS’ EQUITY/(DEFICIT) | ||
Preferred stock, value | ||
Series D Convertible Preferred Stock [Member] | ||
SHAREHOLDERS’ EQUITY/(DEFICIT) | ||
Preferred stock, value | 144,524 | |
Series E Junior Participating Preferred Stock [Member] | ||
SHAREHOLDERS’ EQUITY/(DEFICIT) | ||
Preferred stock, value | ||
Common stock No Par Value [Member] | ||
SHAREHOLDERS’ EQUITY/(DEFICIT) | ||
Common stock | 102,064,218 | |
Common Stock Par Value [Member] | ||
SHAREHOLDERS’ EQUITY/(DEFICIT) | ||
Common stock | $ 4,004 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock no, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, shares outstanding | 72,992 | |
Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | ||
Preferred stock no, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 1,990,000 | 1,990,000 |
Preferred stock, stated value | $ 4 | $ 4 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | ||
Preferred stock no, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 211,353 | 211,353 |
Preferred stock, stated value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 72,992 | 0 |
Preferred stock, shares outstanding | 72,992 | 0 |
Preferred Stock [Member] | Series E Junior Participating Preferred Stock [Member] | ||
Preferred stock no, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, stated value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock No Par Value [Member] | ||
Common Stock, No Par Value | $ 0 | $ 0 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 37,673,110 | 0 |
Common Stock, Shares, Outstanding | 37,673,110 | 0 |
Common Stock Par Value [Member] | ||
Common Stock, Shares Authorized | 100,000,000 | |
Common Stock, Shares, Outstanding | 0 | 28,553,307 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Product Revenue | ||
Product Cost of Sales | ||
Gross Income | ||
Administrative Expenses | 6,420,092 | 2,946,703 |
Research and Development Expenses | 6,745,104 | 2,466,924 |
Accretion of Debt Discount | 608,460 | 1,191,859 |
Amortization of Intangible Assets | 18,334 | |
Stock Based Compensation | 855,000 | |
Stock Option Modification Expenses | 15,036,051 | 2,009,145 |
Loss from Operations | (28,809,707) | (9,487,965) |
Other (Income) Expenses | ||
Interest and Dividend Income | (8,907) | (141) |
Gain on Sales of Marketable Securities | (39,597) | |
Unrealized Loss on Marketable Securities | 42,793 | |
Gain on Debt Forgiveness | (180,257) | |
Uninsured Casualty Losses | 1,265,306 | |
Total Other Income | 1,079,338 | (141) |
Loss Before Income Tax | (29,889,045) | (9,487,824) |
Income Tax Benefit | ||
Net Loss | $ (29,889,045) | $ (9,487,824) |
Basic and Dilutive net loss per common share | $ (0.85) | $ (0.34) |
Weighted average basic and diluted common shares outstanding | 35,017,244 | 28,188,438 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity/(Deficit) - USD ($) | Preferred Stock [Member]Series D Convertible Preferred Stock [Member] | Common stock No Par Value [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 3,806 | $ 36,848,063 | $ (39,184,699) | $ (2,332,830) | ||
Beginning balance, shares at Dec. 31, 2019 | 27,785,366 | |||||
Net loss | (9,487,824) | (9,487,824) | ||||
Private placement of common shares | $ 198 | 1,979,802 | 1,980,000 | |||
Private placement of common shares, shares | 767,941 | |||||
Modification of the terms of 4,188,315 MyMD stock options | 2,009,145 | 2,009,145 | ||||
Stock-based compensation for borrowings | 1,719,477 | 1,719,477 | ||||
Stock-based compensation | 855,000 | 855,000 | ||||
Ending balance, value at Dec. 31, 2020 | $ 4,004 | 43,411,487 | (48,672,523) | (5,257,032) | ||
Ending balance, shares at Dec. 31, 2020 | 28,553,307 | |||||
Net loss | (29,889,045) | (29,889,045) | ||||
Reverse merger with Akers Biosciences Inc effective April 16, 2021 | $ 144,524 | 42,332,834 | 42,477,358 | |||
Reverse merger with Akers Biosciences Inc effective April 16, 2021, shares | 72,992 | 8,335,627 | ||||
Issuance of post-merger MyMD Pharmaceutical Inc common shares at an exchange ratio of 0.7718 per pre-merger MyMD common share | 43,415,491 | $ (4,004) | (43,411,487) | |||
Modification of the terms of 4,188,315 pre-merger MyMD stock options per the terms of the merger agreement | 15,036,051 | 15,036,051 | ||||
Exercise of per-merger MyMD stock options | ||||||
Exercise of per-merger MyMD stock options, shares | 11,576 | 11,576 | ||||
Exercise of prepaid equity forward contracts for common stock | ||||||
Exercise of prepaid equity forward contracts for common stock, shares | 466,716 | |||||
Stock based compensation for services | 90,002 | 90,002 | ||||
Stock based compensation for services, shares | 16,826 | |||||
Exercise of warrants for common stock | 1,189,840 | 1,189,840 | ||||
Exercise of warrants for common stock, shares | 289,058 | |||||
Ending balance, value at Dec. 31, 2021 | $ 144,524 | $ 102,064,218 | $ (78,561,568) | $ 23,647,174 | ||
Ending balance, shares at Dec. 31, 2021 | 72,992 | 37,673,110 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders' Equity/(Deficit) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Modification of pre merger stock options | $ 4,188,315 | $ 4,188,315 |
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 from ongoing operations | $ (29,889,045) | $ (9,487,824) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accrued interest/dividends | (3,024) | 177,556 |
Accretion of debt discount | 608,460 | 1,191,859 |
Amortization of intangible assets | 18,334 | |
Gain on sale of marketable securities | (39,597) | |
Unrealized loss on marketable securities | 42,793 | |
Gain on forgiveness of debt | (180,258) | |
Stock based compensation: | ||
Stock option modification expense | 15,036,051 | 2,009,145 |
Common stock options | 855,000 | |
Stock issued to non-employees | 90,002 | |
Change in assets and liabilities | ||
Prepaid expenses | (912,815) | 16,254 |
Trade and other payables | (4,268,961) | 557,286 |
Operating leases | (81) | (1,156) |
Net cash used by operating activities | (19,516,475) | (4,663,546) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (13,403) | |
Proceeds from sale of marketable securities | 18,483,176 | |
Net cash received in business combination | 1,380,852 | |
Net cash provided by investing activities | 19,850,625 | |
Cash flows from financing activities | ||
Repayment of the line of credit – related party | (3,062,444) | |
Net proceeds from borrowings | 120,000 | 1,426,731 |
Net proceeds from note payable | 1,826,137 | 1,200,000 |
Net proceeds from issuance of common stock | 1,980,000 | |
Net proceeds from the Payroll Protection Program | 70,600 | |
Net proceeds from the exercise of warrants for common stock | 1,189,840 | |
Net cash provided by financing activities | 73,533 | 4,677,331 |
Net increase in cash and cash equivalents | 407,683 | 13,785 |
Cash and cash equivalents at beginning of year | 148,284 | 134,499 |
Cash and cash equivalents at end of year | 555,967 | 148,284 |
Supplemental cash flow information | ||
Interest | 271,800 | |
Income Taxes | ||
Supplemental Schedule of Non-Cash Financing and Investing Activities | ||
Operating lease right-of-use asset obtained in exchange for lease obligation | 141,387 | 527,195 |
Stock options issued and modified recorded as deferred financing charges | 1,719,477 | |
Investment in Oravax Medical, Inc. | $ 1,500,000 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1 – Organization and Description of Business MyMD Pharmaceuticals, Inc., previously known as Akers Biosciences, Inc., is a New Jersey corporation (“MyMD”). These consolidated financial statements include four wholly owned subsidiaries as of December 31, 2021, MyMD Pharmaceuticals (Florida), Inc. (“MyMD Florida”), XYZ Merger Sub, Inc. (“Merger Sub”), Akers Acquisition Sub, Inc. and Bout Time Marketing Corporation, (together, the “Company”). All material intercompany transactions have been eliminated in consolidation. MyMD Florida was formed in 2014 and is a Florida-based clinical development stage biopharmaceutical company that is developing its product candidate, MYMD-1, as an immunometabolic regulator to treat autoimmune diseases, ageing-related diseases. Substantive operations began in 2016 and the Company’s Investigative New Drug application was filed with the U.S. Food and Drug Administration in December 2018. MyMD Florida completed its first-in-human Phase 1 clinical trial in December 2019. Phase 2 clinical trials for autoimmune diseases are planned. MyMD Florida’s intellectual property portfolio consists of 15 U.S. granted patents and 28 pending applications (3 US, 25 foreign). Supera Pharmaceuticals, Inc. (“Supera”) was formed in September 2018 and is a Florida based development company that is developing its product candidate “Supera-CBD” as an FDA-approved synthetic analog of naturally grown cannabidiols. Substantially all of Supera’s research and development activities in 2020 and 2021 were related to intellectual property development and securing patents, along with product manufacturing and planning initial pre-clinical development activities. During the year ended December 31, 2021, these activities included preclinical work on Supera-CBD confirming it effectiveness in treating anxiety. The preclinical data was presented at the 4 th On April 16, 2021, pursuant to the previously announced Agreement and Plan of Merger and Reorganization, dated November 11, 2020 (the “Original Merger Agreement”), as amended by Amendment No. 1 thereto, dated March 16, 2021 the Original Merger Agreement, as amended by Amendment No. 1 (the “Merger Agreement”), by and among MyMD, Merger Sub and MyMD Florida, Merger Sub was merged with and into MyMD Florida, with MyMD Florida continuing after the merger as the surviving entity and a wholly owned subsidiary of MyMD (the “Merger”). At the effective time of the Merger, without any action on the part of any stockholder, each issued and outstanding share of pre-Merger MyMD Florida’s common stock, par value $ 0.001 0.7718 1-for-2 reverse stock split On April 16, 2021, MyMD Florida entered into an Asset Purchase Agreement with Supera, a related company through common control, in which Supera was acquired by MyMD Florida through the issuance of 33,937,909 In connection with the closing of the Merger, the Company changed its name to MyMD Pharmaceuticals, Inc. and the Company’s Common Stock listed on The Nasdaq Capital Market, previously trading through the close of business on April 16, 2021 under the trading symbol “AKER”, commenced trading on The Nasdaq Capital Market, on a post-Reverse Stock Split adjusted basis, under the trading symbol “MYMD” on April 19, 2021. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements for the years ended December 31, 2021 and 2020 have been prepared in accordance and in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding consolidated financial information. The Company effected a 1-for-2 reverse stock split (b) Use of Estimates and Judgments The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are included in the following notes for the impairment of intangible assets and the valuation of share-based payments. (c) Functional and Presentation Currency These consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information presented in U.S. Dollars has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the Consolidated Statements of Comprehensive Loss. (d) Comprehensive Loss The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive loss. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. (e) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) (f) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, marketable securities, receivables and trade and other payables. The carrying value of cash and cash equivalents, receivables and trade and other payables approximate their fair value because of their short maturities. The framework for measuring fair value provides 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) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2 Inputs to the valuation methodology include: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Following is a description of the valuation methodologies used for assets measured at fair value as of December 31, 2021 and December 31, 2020. Marketable Securities: Schedule of Marketable Securities Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) Significant Unobservable Inputs (Level 3) Marketable securities at December 31, 2021 $ 11,003,071 $ - $ - Marketable securities at December 31, 2020 $ - $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. Maturities of the securities are less than one year. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) As of December 31, 2021, the Company held certain mutual funds which, under FASB ASC 321-10, were considered equity investments. As such, the change in fair value in the year ended December 31, 2021 was of a loss of $ 42,793 Gains resulting from the sales of marketable securities were $39,597 0 Proceeds from the sales of marketable securities in the years ended December 31, 2021 and 2020 were $ 18,483,176 0 (g) Prepaid Expenses Prepaid expenses represent expenses paid prior to the date that the related services are rendered or used and are comprised principally of prepaid insurance and research and development expenses. (h) Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions. At times, the Company’s cash in banks is in excess of the Federal Despot Insurance Corporation (“FDIC”) insurance limit. The Company has not experienced any loss as a result of these cash deposits. These cash balances are maintained with three banks as of December 31, 2021. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) (i) Risk Management of Cash Investments It is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based on highly rated federal, state and corporate bonds, that minimize the risk to the Company’s capital resources and provide ready access to funds. The Company’s investment portfolios are regularly monitored for risk and are held with one brokerage firm. (j) Investments Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation in accordance with FASB ASC 323. In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. The investment in Oravax, Inc. is accounted for using the cost method. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) (k) Property, Plant and Equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within “other (income)/expense” in the Consolidated Statements of Comprehensive Loss. Depreciation is recognized over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Property Plant and Equipment Useful Life (in years) Plant and equipment 5 12 Furniture and fixtures 5 10 Computer equipment & software 3 5 Leasehold Improvements Shorter of the remaining lease or estimated useful life Depreciation methods, useful lives and residual values are reviewed at each reporting date. (l) Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge to our Consolidated Statements of Comprehensive Loss. Patents and Trade Secrets The Company has developed or acquired several diagnostic tests that can detect the presence of various substances in a person’s breath, blood, urine and saliva. Propriety protection for the Company’s products, technology and process is important to its competitive position. As of March 24, 2022, the Company has 15 issued U.S. patents, eight foreign patents, three pending U.S. patent applications, one pending international application, and 23 foreign patent applications pending in such jurisdictions as Australia, Canada, China, European Union, Israel, Japan and South Korea, which if issued are expected to expire between 2036 and 2041. Management intends to protect all other intellectual property (e.g. copyrights, trademarks and trade secrets) using all legal remedies available to the Company. The Company records expenses related to the application for and maintenance of patents as a component of research and development expenses on the Consolidated Statement of Comprehensive Loss. Patent Costs Patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life and assessed for impairment when necessary. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) Other Intangible Assets Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. Amortization Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Schedule of Amortization Recognized Estimated Useful Lives of Intangible Assets Useful Life (in years) Patents and trademarks 12 17 (m) Goodwill Goodwill is evaluated annually for impairment or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, economic factors (for example, the loss of key personnel), supply costs, unanticipated competitive activities, and acts by governments and courts. (n) Recoverability of Long-Lived Assets In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. (o) Right-of-Use Assets The Company leases a facility in Tampa, Florida (“Hyde Park”) under an operating lease (“Hyde Park Lease”) with annual rentals of $ 22,048 23,320 36 months June 30, 2022 The Company leased an aircraft under an operating lease (“Supera Aviation”) with annual rentals of $ 600,000 plus certain operating expenses. The Supera Aviation lease took effect on October 26, 2018 for a term of 36 months to expire on September 26, 2021 . The Company cancelled the Supera Aviation lease in April 2021 without penalty. The Company leases a facility in Baltimore, Maryland (“2020 Wolfe St”) under an operating lease (“2020 Baltimore Lease”) with annual rentals of $ 24,000 to $ 25,462 plus certain operating expenses. The 2020 Baltimore Lease took effect on November 9, 2020 for a term of 12 months with automatic renewals unless a sixty day notice is provided. The initial term expires on November 30, 2021 The Company leases a facility in Baltimore, Maryland (“2021 Wolfe St”) under an operating lease (“2021 Baltimore Lease”) with annual rentals of $ 52,800 to $ 56,016 plus certain operating expenses. The Baltimore Lease took effect on November 17, 2021 for a term of 12 November 30, 2022 MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) On January 1, 2019 (“Effective Date”), the Company adopted FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach on January 1, 2019. The adoption of ASC 842 resulted in the recognition of operating lease ROU assets of $ 1,014,636 , operating lease liabilities for an operating leases of $ 1,016,015 and an adjustment to accumulated deficit of $ 1,379 on the Company’s Consolidated Balance Sheet as of January 1, 2020. The Company elected the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For contracts entered into on or after the Effective Date, at the inception of a contract, the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2020, which were accounted for under ASC 840, were not reassessed for classification. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. The Company’s operating leases are comprised of the Supera Aviation, the Hyde Park, the 2020 Wolfe St and the 2021 Wolfe St. leases on the Consolidated Balance Sheet. The information related to these leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease Location Aviation Park Street Street Total Aviation Park Street Street Total As of December 31, 2021 As of December 31, 2020 Balance Sheet Supera Hyde 2020 Wolfe 2021 Wolfe Supera Hyde 2020 Wolfe 2021 Wolfe Location Aviation Park Street Street Total Aviation Park Street Street Total Operating Lease Lease Right of Use $ $ 12,156 $ $ 136,853 $ 149,009 $ 431,809 $ 34,722 $ 60,664 $ $ 527,195 Lease Payable, current - 12,164 - 41,076 53,240 431,809 25,120 18,887 - 475,816 Lease Payable - net of current - - - 95,911 95,911 - 9,704 41,898 - 51,602 MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) The following provides details of the Company’s lease expense: Schedule of Lease Cost Lease Expenses Aviation Park Street Street Total Aviation Park Street Street Total Year Ended December 31, 2021 Year Ended December 31, 2020 Supera Hyde 2020 Wolfe 2021 Wolfe Supera Hyde 2020 Wolfe 2021 Wolfe Lease Expenses Aviation Park Street Street Total Aviation Park Street Street Total Operating Leases Lease Costs $ 150,000 $ 25,026 $ 22,667 $ 4,533 $ 202,226 $ 600,000 $ 25,026 $ 4,121 $ $ 629,147 Other information related to leases is presented below: Schedule of Other Information Related to Leases As of December 31, 2021 Supera Hyde 2020 Wolfe 2021 Wolfe Other Information Aviation Park Street Street Total Operating Leases Operating cash used $ 150,000 $ 25,120 $ 22,060 $ 4,400 $ 201,580 Average remaining lease term - 6 - 35 10 Average discount rate 10.0 % 10.0 % 10.0 % 10.0 % 10.0 % As of December 31, 2021, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments Aviation Park Street Street Total As of December 31, 2021 Supera Hyde 2020 Wolfe 2021 Wolfe Aviation Park Street Street Total For Years Ending December 31, 2022 $ $ 12,521 $ $ 52,932 $ 65,453 2023 - - - 54,520 54,520 2024 - - - 51,348 51,348 Total future minimum lease payments, undiscounted $ - $ 12,521 $ - $ 158,800 $ 171,321 Less: Imputed interest - 357 - 21,813 22,170 Present value of future minimum lease payments $ - $ 12,164 $ - $ 136,987 $ 149,151 MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) (p) Revenue Recognition The Company will recognize revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should 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. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: 1) Identify the contract with the customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to the performance obligations in the contract 5) Recognize revenue when the company satisfies a performance obligation (q) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. For the years ended December 31, 2021 and 2020, no liability for unrecognized tax benefits was required to be reported. There was no income tax benefit recorded for the losses for the years ended December 31, 2021 and 2020 since management determined that the realization of the net deferred tax assets is not more likely than not to be realized and has recorded a full valuation allowance on the net deferred tax assets. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2021 and 2020. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. Tax years from 2018 through 2021 remain subject to examination by federal and state jurisdictions. (r) Stock-based Payments The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock-based awards as they occur. (s) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive. Diluted net loss per share is computed using the weighted average number of shares of common and dilutive potential common stock outstanding during the period. As the Company reported a net loss for the years ended December 31, 2021 and 2020, common stock equivalents were anti-dilutive. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2021 2020 For the Years Ended December 31, 2021 2020 Stock Options 4,176,739 4,188,315 Warrants to purchase Common Stock 5,074,489 - Pre-funded Warrants to purchase Common Stock 520,270 - Warrants to purchase Series C Preferred Stock 27,500 - Unvested Restricted Stock Units 2,795,000 - Series D Convertible Preferred Stock 36,496 - Total potentially dilutive shares 12,630,494 4,188,315 (t) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed as incurred and consist of fees paid to third parties that conduct certain research and development activities on the Company’s behalf. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) (u) Reclassifications Certain reclassifications were made to the reported amounts in these consolidated financial statements as of December 31, 2020 to conform to the presentation as of December 31, 2021. (v) Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted In August 2020, the FASB issued ASU No. 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), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Recently Issued Accounting Pronouncements Not Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of this ASU. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges or Freestanding Equity - Classified Written Call Options. |
Recent Developments, Liquidity
Recent Developments, Liquidity and Management’s Plans | 12 Months Ended |
Dec. 31, 2021 | |
Recent Developments Liquidity And Managements Plans | |
Recent Developments, Liquidity and Management’s Plans | Note 3 – Recent Developments, Liquidity and Management’s Plans Acquisition and Disposition of Cystron The Company acquired 100 On March 18, 2021, the Company and the Cystron Sellers, which are also shareholders of Oravax, entered into a Termination and Release Agreement terminating the MIPA effective upon consummation of the Contribution Agreement. In addition, the Cystron Sellers agreed to waive any change of control payment triggered under the MIPA as a result of the Merger. On April 16, 2021, pursuant to the Contribution and Assignment Agreement, dated March 18, 2021 (the “Contribution Agreement”) by and among the Company, Cystron, Oravax Medical, Inc. (“Oravax”) and, for the limited purpose set forth therein, Premas, the parties consummated the transactions contemplated therein. Pursuant to the Contribution Agreement, among other things, the Company caused Cystron to contribute substantially all of the assets associated with its business of developing and manufacturing Cystron’s COVID-19 vaccine candidate to Oravax (the “Contribution Transaction”). As of December 31, 2021, all amounts due to Premas under the Contribution Agreement have been paid. ( Note: Pursuant to the Contribution Agreement, a total of $ 1,500,000 1,200,000 Agreement and Plan of Merger and Reorganization On November 11, 2020, MyMD, Merger Sub, and MyMD Florida entered into the Merger Agreement (Note 1). Upon completion of the Merger and the transactions contemplated in the Merger Agreement, the Company issued 28,553,307 77.05 986,486 MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 3 – Recent Developments, Liquidity and Management’s Plans (continued) In accordance with ASC 805, the Company accounted for the transaction as a reverse merger with Akers Biosciences, Inc. (“Akers”) as the legal acquirer and pre-Merger MyMD Florida as the accounting acquirer. As a result of the transaction, the Company recognized Goodwill totaling $ 10,498,539 42,477,346 31,978,807 Akers’ valuation is based upon 8,335,627 263,026 4.94 Schedule of Net Assets Acquired to be Allocated to Goodwill Valuation Analysis Total Consideration $ 42,477,346 Cash and Cash Equivalents 1,380,852 Marketable Securities 29,480,524 Other Receivables 3,026,137 Prepaid Expenses 192,314 Investment in Oravax, Inc. 1,500,000 Trade and Other Payables (3,601,020 ) Net Tangible Assets Acquired $ 31,978,807 Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill $ 10,498,539 The holders of approximately 49.68 Pursuant to the terms and conditions of the Merger Agreement, not later than 30 days after the Option Exercise Period, the Company will pay stockholders of MyMD Florida the Additional Consideration from the exercise of any MyMD Florida options assumed by the Company prior to the second-year anniversary of the Merger; provided, however, the amount of such payment will not exceed the maximum amount of cash consideration that may be received by stockholders of MyMD Florida without affecting the intended tax consequences of the Merger. As of the date of this report, there have been no exercises of the MyMD Florida options assumed by the Company. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 3 – Recent Developments, Liquidity and Management’s Plans (continued) Under the terms of the Merger Agreement, the Company has agreed to pay contingent consideration in combined company common stock to MYMD Florida stockholders if the combined company meets certain market capitalization milestones, referred to as Milestone Events, during the period commencing on the business day following the closing date of the merger and ending on the 36 month anniversary of such date, referred to as the Milestone Period. The Milestone Events and corresponding Milestone Payments are set forth in the table below. Summary of Milestone Events Payment Milestone Event Milestone Payment Market capitalization of the combined company for at least ten ( 10 20 500,000,000 $ 20,000,000 For every $ 250,000,000 10 20 1,000,000,000 $ 10,000,000 1,000,000,000 10,000,000 Market capitalization of the combined company for at least 10 20 1,000,000,000 $ 25,000,000 For every $ 1,000,000,000 10 20 $ 25,000,000 For purposes of the table above, “market capitalization” means, with respect to any trading day, the product of (i) the total outstanding shares of the combined company common stock and (ii) the volume weighted average trading price for the combined company common stock for such trading day. Liquidity As of December 31, 2021, the Company’s cash on hand was $ 555,967 and marketable securities were $ 11,003,071 . The Company has incurred a net loss from operations of $ 29,889,045 for the year ended December 31, 2021. As of December 31, 2021, the Company had working capital of $ 11,625,519 , stockholders’ equity of $ 23,647,174 including an accumulated deficit of $ 78,561,568 . During the year ended December 31, 2021, cash flows used in operating activities were $ 19,516,475 , consisting primarily of a net loss of $ 29,889,045 and a decrease in trade and other payables of $ 4,268,961 offset by non-cash share-based compensation of $ 15,036,051 . Since its inception, the Company has met its liquidity requirements principally through the sale of its common stock in public and private placements. The Company evaluated the current cash requirements for operations in conjunction with management’s strategic plan and believes that the Company’s current financial resources as of the date of the issuance of these consolidated financial statements, are sufficient to fund its current operating budget and contractual obligations as of December 31, 2021 as they fall due within the next twelve-month period , alleviating any substantial doubt raised by the Company’s historical operating results and satisfying its estimated liquidity needs for twelve months from the issuance of these consolidated financial statements. Management created an alternative plan that in the event a financing was not consummated by September 30, 2022, management would slow down clinical efforts and defer other general and administrative costs as needed in order to maintain adequate cash reserves to maintain operations for an additional six months, providing additional time to complete a financing. Management believes a financing will occur prior to September 30, 2022. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date the financial statement is issued and therefore substantial doubt has been alleviated. |
Trade and Other Payables
Trade and Other Payables | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Trade and Other Payables | Note 4 – Trade and Other Payables Trade and other payables consist of the following: Schedule of Trade and Other Payables 2021 2020 As of December 31, 2021 2020 Accounts Payable – Trade $ 867,518 $ 1,104,801 Accrued Expenses 119,108 - Accounts Payable – Trade – Related Party - 477,042 Accounts Payable – Other – Related Party - 14,577 Accrued Expenses – Related Party - 175,679 Interest Payable – Related Party - 29,628 Trade and Other Payables, Total $ 986,626 $ 1,801,727 See Note 10 for related party information. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5 – Notes Payable Secured Promissory Note On November 11, 2020, concurrently with the execution of the Merger Agreement, the Company agreed to provide a bridge loan up to an aggregate principal amount of $ 3,000,000 5% 8% As of December 31, 2021 and 2020, MyMD had advanced MyMD Florida $ 3,000,000 1,200,000 26,137 3,026,137 |
Stock - based Compensation
Stock - based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock - based Compensation | Note 6 - Stock - based Compensation Equity incentive Plans 2013 Stock Incentive Plan On January 23, 2014, the Company adopted the 2013 Stock Incentive Plan (“2013 Plan”). The 2013 Plan was amended by the Board on January 9, 2015 and September 30, 2016, and such amendments were ratified by shareholders on December 7, 2018. The 2013 Plan provides for the issuance of up to 2,162 shares of the Company’s common stock. As of December 31, 2021, grants of restricted stock and options to purchase 1,407 shares of Common Stock have been issued pursuant to the 2013 Plan, and 755 shares of Common Stock remain available for issuance. 2016 Stock Incentive Plan On December 21, 2016, the shareholders approved, and the Company adopted the 2016 Stock Incentive Plan (“2016 Plan”). The 2016 Plan provides for the issuance of up to 50,000,000 shares of the Company’s common stock. As of December 31, 2021, grants of options to purchase 4,188,315 shares of Common Stock have been issued pursuant to the 2016 Plan, and 0 shares of Common Stock remain available for issuance. 2017 Stock Incentive Plan On August 7, 2017, the shareholders approved, and the Company adopted the 2017 Stock Incentive Plan (“2017 Plan”). The 2017 Plan provides for the issuance of up to 3,516 shares of the Company’s common stock. As of December 31, 2021, grants of restricted stock and options to purchase 1,532 shares of Common Stock have been issued pursuant to the 2017 Plan, and 1,984 shares of Common Stock remain available for issuance. 2018 Stock Incentive Plan On December 7, 2018, the shareholders approved, and the Company adopted the 2018 Stock Incentive Plan (“2018 Plan”). On August 27, 2020, the 2019 Plan was modified to increase the total authorized shares. The 2018 Plan, as amended, provides for the issuance of up to 560,063 shares of the Company’s common stock. As of December 31, 2021, grants of RSUs to purchase 263,026 shares of Common Stock have been issued pursuant to the 2018 Plan, and 297,037 shares of Common Stock remain available for issuance. 2021 Stock Incentive Plan On April 15, 2021, the shareholders approved, and the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”). The 2021 Plan provides for the issuance of up to 7,228,184 shares of the Company’s common stock. As of December 31, 2021, grants of RSUs to purchase 2,795,000 shares of Common Stock have been issued pursuant to the 2021 Plan, and 4,433,184 shares of Common Stock remain available for issuance. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 6 - Stock-based Compensation, continued Stock Options The following table summarizes the activities for MyMD stock options for the year ended December 31, 2021: Summary of Stock Options Activity Weighted Average Weighted Weighted Remaining Number Average Average Contractual Aggregate of Exercise Grant Date Term Intrinsic Shares Price Fair Value (years) Value Balance at December 31, 2020 4,188,315 $ 2.59 $ 2.59 2.37 $ 5,805,667 Granted - - - - - Exercised (11,576 ) 2.59 2.59 1.29 - Forfeited - - - - Canceled/Expired - - - - - Balance at December 31, 2021 4,176,739 $ 2.59 $ 2.59 1.29 $ 14,493,284 Exercisable as of December 31, 2021 4,176,739 $ 2.59 $ 2.59 1.29 $ 14,493,284 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 6.06 for the Company’s common shares on December 31, 2021 and the closing stock price of $ 3.98 All of the Company’s outstanding stock options are fully vested and exercisable. During the years ended December 31, 2021 and 2020, the Company incurred stock option expenses totaling $ 15,036,051 2,864,145 Assumption of MyMD Florida Stock Options In 2016, pre-Merger MyMD Florida adopted the MyMD Pharmaceuticals, Inc. Amended and Restated 2016 Equity Incentive Plan (the “2016 Plan”). The 2016 Plan provided for the issuance of up to 50,000,000 4,188,315 0 Pursuant to the Merger Agreement, effective as of the effective time of the Merger, the Company assumed pre-Merger MyMD Florida’s Second Amendment to Amended and Restated 2016 Stock Incentive Plan (the “2016 Plan”), assuming all of pre-Merger MyMD Florida’s rights and obligations with respect to the options issued thereunder. As of the effective date of the Merger, no additional awards could be issued under the 2016 Plan. In addition, under the terms of the Merger Agreement, the Company assumed all of pre-Merger MyMD Florida’s rights and obligations under pre-Merger MyMD Florida’s stock options that were outstanding immediately prior to the effective time of the Merger, and each such stock option, whether or not vested, was converted into a stock option representing the right to purchase shares of Company Common Stock, on terms substantially the same as those in effect immediately prior to the effective time, except that the number of shares of Company Common Stock issuable and the exercise price per share of such stock options was adjusted by the Exchange Ratio. Additionally, the number of shares and exercise price per share of Company Common Stock under the assumed pre-Merger MyMD Florida stock options was further adjusted by the Reverse Stock Split. The Company assumed 4,188,315 15,036,051 2.59 4.94 122.31% 0.16% 0 Adoption of 2021 Equity Incentive Plan Pursuant to the Merger Agreement, at the effective time of the Merger, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which was approved by the Company’s stockholders on April 15, 2021. The 2021 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other awards which may be granted singly, in combination or in tandem, and which may be paid in cash or shares of Company Common Stock. At the effective time of the Merger, the number of shares of Company Common Stock that are reserved for issuance pursuant to awards under the 2021 Plan is 7,228,184 4,433,184 The 2021 Plan will terminate on April 16, 2031, the tenth anniversary of its effective date. No award may be made under the 2021 Plan after its expiration date. In connection with the 2021 Plan, the Board adopted forms of (i) a Nonqualified Stock Option Agreement, (ii) an Incentive Stock Option Agreement and (iii) a Restricted Stock Award Agreement. Pursuant to the Incentive Stock Option Agreement, participants will be granted options to purchase shares of Company Common Stock at a price equal to the fair market value per share of the Company Common Stock on the date of grant or 110% of such fair market value, in the case of a ten percent (10%) or more stockholder as provided in Section 422 of the United States Internal Revenue Code of 1986. Options granted pursuant to the Incentive Stock Option Agreement will expire on the date immediately preceding the tenth anniversary of the date of grant (or the date immediately preceding the fifth anniversary of the date of grant, in the case of a ten percent (10%) or more stockholder, as provided in Section 422 of the Code), unless terminated earlier. Pursuant to the Nonqualified Stock Option Agreement, participants will be granted options to purchase shares of Company Common Stock at a price equal to the fair market value per share of the Company Common Stock on the date of grant. The options issued pursuant to the Nonqualified Stock Option Agreement will expire on the date immediately preceding the tenth anniversary of the date of grant, unless terminated earlier. Pursuant to the Restricted Stock Award Agreement, participants will be granted restricted stock subject to such restrictions, price and vesting requirements set forth at the discretion of the Compensation Committee of the Company’s Board of Directors or such other committee appointed or designated by the Company’s Board of Directors to administer the 2021 Plan (the “Committee”). Restricted stock granted to participants pursuant to the Restricted Stock Award Agreement may be converted into the number of shares of Company Common Stock equal to the number of restricted stock units at such time as such units are no longer subject to restrictions as established by the Committee. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 6 - Stock-based Compensation, continued Restricted Stock Units On March 29, 2019, the Compensation Committee of the Board of Directors approved the grant of 2,601 Restricted Stock Units (“RSU”) to each of the three directors. Each RSU had a grant date fair value of $ 46.56 which shall be amortized on a straight-line basis over the vesting period into administrative expenses within the Consolidated Statement of Comprehensive Loss. Such RSUs were granted under the 2018 Plan and vested on January 1, 2020. Upon vesting, such RSUs shall be settled with the issuance of common stock. On September 11, 2020, the Compensation Committee of the Board of Directors approved grants totaling 394,680 Restricted Stock Units to the Company’s four directors. Each RSU had a grant date fair value of $ 4.48 which shall be amortized on a straight-line basis over the vesting period into administrative expenses within the Consolidated Statement of Comprehensive Loss. Such RSUs were granted under the 2018 Plan, as amended. Fifty percent (50%) of each RSU will vest on the first anniversary date of the Grant and the remaining fifty percent (50%) will vest on the second anniversary date; provided that the RSUs shall vest immediately upon the occurrence of (i) a change in control, provided that the director is employed by or providing services to the Company and its affiliates on the closing date of such change of control, or (ii) the director’s termination of employment of service by the Company was without cause. On April 16, 2021, concurrently with the closing of the Merger, pursuant to the terms of the RSU Agreements between the Company and four board of directors, the 394,680 Per the terms of the RSU agreements, the Company, at the Company’s sole discretion may settle the RSUs in cash, or part cash and part common stock. As there is no intention to settle the RSUs in cash, the Company accounted for these RSUs as equity. Pre-merger Akers Biosciences, Inc. recorded expenses totaling $ 979,758 394,680 139,457 688,913 On October 14, 2021, the Compensation Committee of the Board of Directors approved grants totaling 2,795,000 8.09 ● One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $500,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the common stock equals or exceeds $5.00 during such trading day period ● One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $750,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the common stock equals or exceeds $5.00 during such trading day period ● The remaining awarded units will vest when the Company’s market capitalization is equal to or greater than $1,000,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the common stock equals or exceeds $5.00 during such trading day period ● In the event that (i) a change in control occurs or (ii) the participant incurs a termination of service by the Company without cause or due to the participant’s death or total and permanent disability, then all unvested units shall become vested units immediately upon the occurrence of such event. The following is the status of outstanding restricted stock units outstanding as of December 31, 2021 and changes for the year ended December 31, 2021: Summary of Restricted Stock Units Activity Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2020 - $ - Granted 2,795,000 8.09 Exercised - - Forfeited - - Vested - - Canceled/Expired - - Balance at December 31, 2021 $ 2,795,000 $ 8.09 Exercisable as of December 31, 2021 $ - $ - As of December 31, 2021 and 2020, the unamortized value of the RSUs was $ 22,611,550 0 MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity | Note 7 – Equity Preferred Stock The holders of preferred shares or preferred warrants are entitled to vote per share, as limited by the Certificate of Designation for each class of preferred shares or warrants, at meetings of the Company. As of December 31, 2021, 50,000,000 shares of Preferred Stock were authorized and four classes of Preferred Stock or Warrants are designated. Series D Convertible Preferred Stock On March 24, 2020, the Company designated 211,353 no 0.01 0.01 A holder of Preferred Stock is entitled at any time to convert any whole or partial number of shares of Preferred Stock into shares of the Company’s common stock determined by dividing the Stated Value of the Preferred Stock being converted by the conversion price of $ 0.01 A holder of Preferred Stock will be prohibited from converting Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company’s common stock then issued and outstanding (with such ownership restriction referred to as the “Beneficial Ownership Limitation”). However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company. Subject to the Beneficial Ownership Limitation, on any matter presented to the Company’s stockholders for their action or consideration at any meeting of the Company’s stockholders (or by written consent of stockholders in lieu of a meeting), each holder of Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of the Company’s common stock into which the shares of Preferred Stock beneficially owned by such holder are convertible as of the record date for determining stockholders entitled to vote on or consent to such matter (taking into account all Preferred Stock beneficially owned by such holder). Except as otherwise required by law or by the other provisions of the Company’s certificate of incorporation, the holders of Preferred Stock will vote together with the holders of the Company’s common stock and any other class or series of stock entitled to vote thereon as a single class. A holder of Preferred Stock shall be entitled to receive dividends as and when paid to the holders of the Company’s common stock on an as-converted basis. As of December 31, 2021, the Company had 72,992 36,496 Common Stock Pursuant to the Merger Agreement, on April 16, 2021, the Company filed an amended and restated certificate of incorporation (the “A&R Charter”) with the Secretary of State of the State of New Jersey, which was approved by the Company’s stockholders on April 15, 2021. Among other things, the A&R Charter (i) changed the Company’s name to MyMD Pharmaceuticals, Inc., (ii) increased the number of shares of Company Common Stock available from 100,000,000 500,000,000 The holders of common shares are entitled to one vote per share at meetings of the Company. On February 11, 2021, 466,216 466,216 On May 18, 2021, 466,216 466,716 On August 5, 2021, the Company issued 16,826 90,002 On December 9, 2021, holders of 11,576 11,576 2.59 29,982 MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 7 – Equity, continued Common Stock Warrants The table below summarizes the warrant activity for the year ended December 31, 2021: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2020 - $ - - $ - Assumed from Merger 5,363,547 5.19 5.02 - Granted - - - - Exercised (289,058 ) 4.12 4.38 - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2021 5,074,489 $ 5.25 4.34 $ 9,554,827 Exercisable as of December 31, 2021 5,074,489 $ 5.25 4.34 $ 9,554,827 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 6.06 During the year ended December 31, 2021, warrant holders exercised 289,058 289,058 1,189,840 Pre-funded Common Stock Warrants The table below summarizes the pre-funded warrant activity for the year ended December 31, 2021: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2020 - $ - - $ - Assumed from Merger 986,486 0.002 - - Granted - - - - Exercised (466,216 ) 0.002 - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2021 520,270 $ 0.002 - $ 3,151,796 Exercisable as of December 31, 2021 520,270 $ 0.002 - $ 3,151,796 All pre-funded warrants were vested on date of grant and are exercisable at any time. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying award and the closing stock price of $ 6.06 On February 16, 2022, a warrant holder exercised 385,135 pre-paid equity forward contracts for 385,135 shares of the Company’s common stock. Series C Convertible Preferred Stock Warrants The table below summarizes the warrant activity for the year ended December 31, 2021: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2020 - $ - - $ Assumed from Merger 27,500 8.00 3.65 - Granted - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2021 27,500 $ 8.00 2.94 $ - Exercisable as of December 31, 2021 27,500 $ 8.00 2.94 $ - The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $ 6.06 MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – Income Taxes The values represented in the tables below for the year ended December 31, 2020 are for Akers Biosciences, Inc as pre-merger MyMD Florida and Supera were pass through entities for income tax purposes. The Company’s income tax (benefit)/provision is as follows: Schedule of Income Tax (Benefit)/ Provision 2021 2020 Years Ended December 31, 2021 2020 Current $ - $ - Deferred (6,219,000 ) (1,958,000 ) Change in Valuation Allowance 6,219,000 1,958,000 Income Tax Benefit $ - $ - The reconciliation of income taxes using the statutory U.S. income tax rate and the benefit from income taxes for the years ended December 31, 2020 and 2019 are as follows: Schedule of Reconciliation of Income Taxes Using Statutory U.S. Income Tax Rate and Benefit from Income Taxes 2021 2020 Years Ended December 31, 2021 2020 Statutory U.S. Federal Income Tax Rate (21.0 ) % (21.0 ) % New Jersey State income taxes, net of U.S. Federal tax effect (9.0 ) % (5.1 ) % Adjustment to deferred tax assets 9.3 % 10.2 % Other (0.1 ) % 4.8 % Change in Valuation Allowance 20.8 % 11.1 % Net 0.0 % 0.0 % As of December 31, 2021, and 2020, the Company had U.S. federal net operating loss carry forwards of approximately $ 101.9 100.6 57.7 December 31, 2022 through 2037 44.2 80% of each subsequent year’s net income. As of December 31, 2021, and 2020, the Company had U.S. state net operating loss carry forwards of approximately $ 38.2 7.5 December 31, 2022 through 2041 . The timing and manner in which the Company can utilize operating loss carryforwards in any year may be limited by provisions of the Internal Revenue Code regarding changes in ownership of corporations. Such limitation may have an impact on the ultimate realization of its carryforwards and future tax deductions. Under Section 382 of the Code, use of the Company’s net operating loss carryforwards is limited if the Company experiences a cumulative change in ownership of greater than 50% in a moving three-year period. The Company experienced an ownership change as a result of the Merger and therefore the Company’s ability to utilize its net operating loss and certain credit carryforwards are limited. The limitation is determined by the fair market value of the Company’s common stock outstanding immediately prior to the ownership change, multiplied by the applicable federal rate. It is expected that the Merger caused the Company’s net operating loss carryforwards to be limited. However, the limitation had no immediate impact on the Company’s financial statements since the Company recorded a full valuation allowance for the deferred tax assets as of December 31, 2021 and 2020. The principal components of the deferred tax assets and related valuation allowances as of December 31, 2021 and 2020 are as follows: Schedule of Deferred Tax Assets and Related Valuation Allowances 2021 2020 Years Ended December 31, 2021 2020 Reserves and other $ 179,000 $ 51,000 Net operating loss carry-forwards 23,526,000 21,514,000 Research and development tax credit 610,000 455,000 Share-based compensation 4,021,000 97,000 Valuation Allowance (28,336,000 ) (22,117,000 ) Net deferred tax asset $ - $ - MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 8 - Income Tax Expense, continued The valuation allowance for deferred tax assets increased by approximately $ 6.2 2.0 The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2021 and 2020. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company files U.S. federal income tax returns and state income tax returns. Since the Company had losses in the past, all prior years that generated net operating loss carryforwards are open and subject to audit examination in relation to the net operating loss generated from those years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Scientific Advisory Board On February 1, 2021, the Company formed the Scientific Advisory Board to (i) provide strategic advice and make recommendations to the Board regarding current and planned research and development programs, (ii) advise the Board regarding the scientific merit of technology or products involved in licensing and acquisition opportunities and (iii) provide strategic advice to the Board regarding emerging science and technology issues and trends. During the years ended December 31, 2021 and 2020, the Company incurred costs of $ 174,000 0 COVID-19 In December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China and has reached multiple other countries, resulting in government-imposed quarantines, travel restrictions and other public health safety measures, including in the United States and India. On March 12, 2020, the WHO declared COVID-19 to be a global pandemic. The various precautionary measures taken by many governmental authorities around the world in order to limit the spread of COVID-19 have had and may continue to have an adverse effect on the global markets and global economy. Such government-imposed precautionary measures may have been relaxed in certain countries or states, but there is no assurance that more strict measures will not be put in place again due to a resurgence in COVID-19 cases. The ultimate impact of the global COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on the Company’s business, vaccine development efforts, healthcare systems or the global economy as a whole. However, the effects have had and will likely continue to have a material impact on the Company’s operations, liquidity and capital resources, and the Company will continue to monitor the COVID-19 situation closely. In response to public health directives and orders, the Company has implemented and continues to maintain work-from-home policies for many of the Company’s employees and temporarily modified the Company’s operations to comply with applicable social distancing recommendations. The effects of the orders and the Company’s related adjustments in its business are likely to negatively impact productivity, disrupt its business and delay the Company’s timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on its ability to conduct its business in the ordinary course. Similar health directives and orders are affecting third parties with whom we do business. Further, restrictions on the Company’s ability to travel, stay-at-home orders and other similar restrictions on its business have limited and may continue to limit its ability to support its operations. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 9 – Commitments and Contingencies, continued Severe and/or long-term disruptions in the Company’s operations will negatively impact the Company’s business, operating results and financial condition in other ways as well. Specifically, the Company anticipates that the stress of COVID-19 on healthcare systems generally around the globe will negatively impact regulatory authorities and the third parties that the Company may engage in connection with the development and testing of its product candidates. The anticipated economic consequences of the COVID-19 pandemic have adversely impacted financial markets, resulting in high share price volatility, reduced market liquidity, and substantial declines in the market prices of the shares of most publicly traded companies, including MyMD. Volatile or declining markets for equities could adversely affect the Company’s ability to raise capital when needed through the sale of shares of common stock or other equity securities. Should these market conditions persist when the Company needs to raise capital, and if the Company is able to sell shares of its common stock under then prevailing market conditions, it might have to accept lower prices for its shares and issue a larger number of shares than might have been the case under better market conditions, resulting in significant dilution of the interests of the Company’s shareholders. Litigation and Settlements Litigation Related to the Merger with MYMD Florida Between January 22, 2021 and March 18, 2021, nine alleged MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.) stockholders filed separate actions in the state and federal courts of New York, New Jersey, and Pennsylvania against MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.) and the members of its board of directors, respectively captioned as follows: (i) Douglas McClain v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al., Owen Murphy v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al. Sue Gee Cheng v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al., Danny Lui v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.) et al. Alan Misenheimer v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al. Robert Wilhelm v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al. Adam Franchi v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al. Cody McBeath v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al. Ray Craven v. MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.), et al. Lui As reflected on page 61 of the Company’s Amendment No. 1 to Form S-4, Registration No. 333-252181, filed on March 19, 2021 (the “Amended S-4”), each of the nine MYMD Merger Complaints sought an order enjoining or unwinding consummation of the Merger Agreement on the basis of alleged material omissions in the Company’s preliminary S-4 filed on January 15, 2021. The Amended S-4 contains, among other things, supplemental disclosures addressing these purported material omissions. Prior to the April 15, 2021 special meeting of MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.)’s stockholders to approve the proposed merger, none of the plaintiffs sought to enjoin the transaction, which was approved at the special meeting. As of November 11, 2021, all of the Merger Complaints have been voluntarily dismissed. Raymond Akers Actions On April 14, 2021, Raymond F. Akers, Jr., Ph.D. filed a lawsuit against MyMD Pharmaceuticals, Inc. (p/k/a Akers Biosciences, Inc.) in the Superior Court of New Jersey, Law Division, Gloucester County (the “First Raymond Akers Action”). Mr. Akers asserts one common law whistleblower retaliation claim against the Company. On September 23, 2021, the Court granted MyMD Pharmaceutical, Inc.’s (“MyMD”) Motion to Dismiss Plaintiff’s Amended Complaint and dismissed Plaintiff’s Amended Complaint. The Court indicated that Mr. Akers is “free to file another complaint, however, tort-based ‘Pierce’ allegations, and/or CEPA claims are barred by the statute of limitations.” On March 1, 2022, Mr. Akers filed a second action against MyMD in the Superior Court of New Jersey, Law Division, Gloucester County (the “Second Raymond Akers Action”) again asserting one common law whistleblower retaliation claim against the Company. The Company believes that the Second Raymond Akers Action is without merit and, moreover, was filed against the Court’s specific admonition that Plaintiff does not attempt to circumvent the statute of limitations. All legal fees incurred were expensed as and when incurred. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 10 – Related Parties Taglich Brothers, Inc. On November 23, 2020, the Company retained Taglich Brothers, Inc. (“Taglich Brothers”) on a non-exclusive basis as a consultant to render consulting services, assist with review, and analysis of, financial planning and budgeting matters of the Company for a term of 12 months. Pursuant to the Consulting Agreement with Taglich Brothers, the Company agreed to pay Taglich Brothers $ 10,000 per month. During the year ended December 31, 2021, the Company paid $ 80,000 for consulting services to Taglich Brothers, Inc. which is included in administrative expenses on the Consolidated Statement of Comprehensive Loss. This agreement was cancelled on August 31, 2021. Mr. Schreiber, a Director, is the Managing Director of Capital Markets at Taglich Brothers. Mr. Schroeder, a former Director was the Vice President of Investment Banking at Taglich Brothers until his death on September 1, 2021. SRQ Patent Holdings and SRE Patent Holdings II MyMD is a party to two Amended and Restated Confirmatory Patent Assignment and Royalty Agreements, both dated November 11, 2020, with SRQ Patent Holdings and SRQ Patent Holdings II, under which MyMD (or its successor) will be obligated to pay to SRQ Patent Holdings or SRQ Patent Holdings II (or its designees) certain royalties on product sales or other revenue received on products that incorporate or are covered by the intellectual property that was assigned to MyMD. The royalty is equal to 8% of the net sales price on product sales and, without duplication, 8% of milestone revenue or sublicense compensation. SRQ Patent Holdings and SRQ Patent Holdings II are affiliates of Mr. Jonnie Williams, Sr. No revenue has been received subject to these agreements as of December 31, 2021 and 2020. Mr. Jonnie Williams, Sr. The Company recorded an obligation to Mr. Williams, a shareholder, for various expenses incurred on behalf of the Company between 2016 and 2019. The balance due totaled $ 0 14,577 Supera Aviation I, LLC In October 2018, the Company entered a three-year leasing agreement with Supera Aviation I, LLC, a company owned by a shareholder, for a Gulfstream IV-SP aircraft with an annual leasing fee of $ 600,000 . As of December 31, 2021 and 2020, the Company had a balance due of $ 0 and $ 477,042 . The Company incurred expenses totaling $ 150,000 for the year ended December 31, 2021 and $ 600,000 for the year ended December 31, 2020. On April 28, 2021, the Company reached a negotiated settlement with Supera Aviation I, LLC to retire the $ 627,042 517,384 109,658 Lines of credit payable In November 2018, Supera entered into a revolving credit facility which allows for borrowings of up to $ 1,000,000 38 December 31, 2022 5% 0 599,747 In May 2019, the pre-Merger MyMD entered into a revolving credit facility which allows for borrowings of up to $ 5,000,000 The facility had an initial term 18 months 5% 2.59 0 1,457,882 0 3,192,119 608,460 1,191,859 On April 28, 2021, in accordance with the Merger, the Company paid $ 3,208,426 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 11 – Employee Benefit Plan The Company maintains a defined contribution benefit plan under section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company matches 100% up to a 3% contribution, and 50% over a 3% contribution, up to a maximum of 5% . During the years ended December 31, 2021 and 2020, the Company made matching contributions to the 401(k) Plan of $ 16,414 and $ 0 , respectively. |
Paycheck Protection Program Loa
Paycheck Protection Program Loan | 12 Months Ended |
Dec. 31, 2021 | |
Paycheck Protection Program Loan | |
Paycheck Protection Program Loan | Note 12— Paycheck Protection Program Loan On April 16, 2020, the Company received loan proceeds in the amount of approximately $ 70,600 The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an annual interest rate of 1% 70,600 |
Patent assignment and royalty a
Patent assignment and royalty agreement | 12 Months Ended |
Dec. 31, 2021 | |
Patent Assignment And Royalty Agreement | |
Patent assignment and royalty agreement | Note 13— Patent assignment and royalty agreement In November 2016, the Company entered into an agreement with the holders of certain intellectual property relating to the Company’s current product candidate. Under the terms of the agreement, the counterparty assigned its rights and interest in certain patents to the Company in exchange for future royalty payments based on a fixed percentage of future revenues, as defined. The agreement is effective until the later of (1) the date of expiration of the assigned patents or (2) the date of expiration of the last strategic partnership or licensing agreement including the assigned patents. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The accompanying consolidated financial statements for the years ended December 31, 2021 and 2020 have been prepared in accordance and in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding consolidated financial information. The Company effected a 1-for-2 reverse stock split |
Use of Estimates and Judgments | (b) Use of Estimates and Judgments The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are included in the following notes for the impairment of intangible assets and the valuation of share-based payments. |
Functional and Presentation Currency | (c) Functional and Presentation Currency These consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency. All financial information presented in U.S. Dollars has been rounded to the nearest dollar. Foreign Currency Transaction Gains or Losses, resulting from cash balances denominated in Foreign Currencies, are recorded in the Consolidated Statements of Comprehensive Loss. |
Comprehensive Loss | (d) Comprehensive Loss The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive loss. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. |
Cash and Cash Equivalents | (e) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash equivalents. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) |
Fair Value of Financial Instruments | (f) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, marketable securities, receivables and trade and other payables. The carrying value of cash and cash equivalents, receivables and trade and other payables approximate their fair value because of their short maturities. The framework for measuring fair value provides 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) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2 Inputs to the valuation methodology include: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; ● inputs that are derived principally from or corroborated by observable market data by correlation or other means If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Following is a description of the valuation methodologies used for assets measured at fair value as of December 31, 2021 and December 31, 2020. Marketable Securities: Schedule of Marketable Securities Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) Significant Unobservable Inputs (Level 3) Marketable securities at December 31, 2021 $ 11,003,071 $ - $ - Marketable securities at December 31, 2020 $ - $ - $ - Marketable securities are classified as available for sale and are valued at fair market value. Maturities of the securities are less than one year. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) As of December 31, 2021, the Company held certain mutual funds which, under FASB ASC 321-10, were considered equity investments. As such, the change in fair value in the year ended December 31, 2021 was of a loss of $ 42,793 Gains resulting from the sales of marketable securities were $39,597 0 Proceeds from the sales of marketable securities in the years ended December 31, 2021 and 2020 were $ 18,483,176 0 |
Prepaid Expenses | (g) Prepaid Expenses Prepaid expenses represent expenses paid prior to the date that the related services are rendered or used and are comprised principally of prepaid insurance and research and development expenses. |
Concentrations | (h) Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit with financial institutions. At times, the Company’s cash in banks is in excess of the Federal Despot Insurance Corporation (“FDIC”) insurance limit. The Company has not experienced any loss as a result of these cash deposits. These cash balances are maintained with three banks as of December 31, 2021. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) |
Risk Management of Cash Investments | (i) Risk Management of Cash Investments It is the Company’s policy to minimize the Company’s capital resources to investment risks, prioritizing the preservation of capital over investment returns. Investments are maintained in securities, primarily publicly traded, short-term money market funds based on highly rated federal, state and corporate bonds, that minimize the risk to the Company’s capital resources and provide ready access to funds. The Company’s investment portfolios are regularly monitored for risk and are held with one brokerage firm. |
Investments | (j) Investments Investments recorded using the cost method will be assessed for any decrease in value that has occurred that is other than temporary and the other than temporary decrease in value shall be recognized. As and when circumstances and facts change, the Company will evaluate the Company’s ability to significantly influence operational and financial policy to establish a basis for converting the investment accounted for using the cost method to the equity method of valuation in accordance with FASB ASC 323. In accordance with FASB ASC 323, the Company recognizes investments in joint ventures based upon the Company’s ability to significantly influence the operational or financial policies of the joint venture. An objective judgment of the level of influence is made at the time of the investment based upon several factors including, but not limited to the following: a) Representation on the Board of Directors b) Participation in policy-making processes c) Material intra-entity transactions d) Interchange of management personnel e) Technological dependencies f) Extent of ownership and the ability to influence decision making based upon the makeup of other owners when the shareholder group is small. The Company follows the equity method for valuating investments in joint ventures when the existence of significant influence over operational and financial policy has been established, as determined by management; otherwise, the Company will valuate these investments using the cost method. The investment in Oravax, Inc. is accounted for using the cost method. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) |
Property, Plant and Equipment | (k) Property, Plant and Equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized within “other (income)/expense” in the Consolidated Statements of Comprehensive Loss. Depreciation is recognized over the estimated useful lives of the property, plant and equipment. Leased assets are depreciated over the shorter of the lease term or their useful lives. The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Property Plant and Equipment Useful Life (in years) Plant and equipment 5 12 Furniture and fixtures 5 10 Computer equipment & software 3 5 Leasehold Improvements Shorter of the remaining lease or estimated useful life Depreciation methods, useful lives and residual values are reviewed at each reporting date. |
Intangible Assets | (l) Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite lives are reduced to their estimated fair value through an impairment charge to our Consolidated Statements of Comprehensive Loss. Patents and Trade Secrets The Company has developed or acquired several diagnostic tests that can detect the presence of various substances in a person’s breath, blood, urine and saliva. Propriety protection for the Company’s products, technology and process is important to its competitive position. As of March 24, 2022, the Company has 15 issued U.S. patents, eight foreign patents, three pending U.S. patent applications, one pending international application, and 23 foreign patent applications pending in such jurisdictions as Australia, Canada, China, European Union, Israel, Japan and South Korea, which if issued are expected to expire between 2036 and 2041. Management intends to protect all other intellectual property (e.g. copyrights, trademarks and trade secrets) using all legal remedies available to the Company. The Company records expenses related to the application for and maintenance of patents as a component of research and development expenses on the Consolidated Statement of Comprehensive Loss. Patent Costs Patents may be purchased from third parties. The costs of acquiring the patent are capitalized as patent costs if it represents a future economic benefit to the Company. Once a patent is acquired it is amortized over its remaining useful life and assessed for impairment when necessary. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) Other Intangible Assets Other intangible assets that are acquired by the Company, which have definite useful lives, are measured at cost less accumulated amortization and accumulated impairment losses. Amortization Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Schedule of Amortization Recognized Estimated Useful Lives of Intangible Assets Useful Life (in years) Patents and trademarks 12 17 (m) Goodwill Goodwill is evaluated annually for impairment or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, economic factors (for example, the loss of key personnel), supply costs, unanticipated competitive activities, and acts by governments and courts. (n) Recoverability of Long-Lived Assets In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. (o) Right-of-Use Assets The Company leases a facility in Tampa, Florida (“Hyde Park”) under an operating lease (“Hyde Park Lease”) with annual rentals of $ 22,048 23,320 36 months June 30, 2022 The Company leased an aircraft under an operating lease (“Supera Aviation”) with annual rentals of $ 600,000 plus certain operating expenses. The Supera Aviation lease took effect on October 26, 2018 for a term of 36 months to expire on September 26, 2021 . The Company cancelled the Supera Aviation lease in April 2021 without penalty. The Company leases a facility in Baltimore, Maryland (“2020 Wolfe St”) under an operating lease (“2020 Baltimore Lease”) with annual rentals of $ 24,000 to $ 25,462 plus certain operating expenses. The 2020 Baltimore Lease took effect on November 9, 2020 for a term of 12 months with automatic renewals unless a sixty day notice is provided. The initial term expires on November 30, 2021 The Company leases a facility in Baltimore, Maryland (“2021 Wolfe St”) under an operating lease (“2021 Baltimore Lease”) with annual rentals of $ 52,800 to $ 56,016 plus certain operating expenses. The Baltimore Lease took effect on November 17, 2021 for a term of 12 November 30, 2022 MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) On January 1, 2019 (“Effective Date”), the Company adopted FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach on January 1, 2019. The adoption of ASC 842 resulted in the recognition of operating lease ROU assets of $ 1,014,636 , operating lease liabilities for an operating leases of $ 1,016,015 and an adjustment to accumulated deficit of $ 1,379 on the Company’s Consolidated Balance Sheet as of January 1, 2020. The Company elected the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For contracts entered into on or after the Effective Date, at the inception of a contract, the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2020, which were accounted for under ASC 840, were not reassessed for classification. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. The Company’s operating leases are comprised of the Supera Aviation, the Hyde Park, the 2020 Wolfe St and the 2021 Wolfe St. leases on the Consolidated Balance Sheet. The information related to these leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease Location Aviation Park Street Street Total Aviation Park Street Street Total As of December 31, 2021 As of December 31, 2020 Balance Sheet Supera Hyde 2020 Wolfe 2021 Wolfe Supera Hyde 2020 Wolfe 2021 Wolfe Location Aviation Park Street Street Total Aviation Park Street Street Total Operating Lease Lease Right of Use $ $ 12,156 $ $ 136,853 $ 149,009 $ 431,809 $ 34,722 $ 60,664 $ $ 527,195 Lease Payable, current - 12,164 - 41,076 53,240 431,809 25,120 18,887 - 475,816 Lease Payable - net of current - - - 95,911 95,911 - 9,704 41,898 - 51,602 MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) The following provides details of the Company’s lease expense: Schedule of Lease Cost Lease Expenses Aviation Park Street Street Total Aviation Park Street Street Total Year Ended December 31, 2021 Year Ended December 31, 2020 Supera Hyde 2020 Wolfe 2021 Wolfe Supera Hyde 2020 Wolfe 2021 Wolfe Lease Expenses Aviation Park Street Street Total Aviation Park Street Street Total Operating Leases Lease Costs $ 150,000 $ 25,026 $ 22,667 $ 4,533 $ 202,226 $ 600,000 $ 25,026 $ 4,121 $ $ 629,147 Other information related to leases is presented below: Schedule of Other Information Related to Leases As of December 31, 2021 Supera Hyde 2020 Wolfe 2021 Wolfe Other Information Aviation Park Street Street Total Operating Leases Operating cash used $ 150,000 $ 25,120 $ 22,060 $ 4,400 $ 201,580 Average remaining lease term - 6 - 35 10 Average discount rate 10.0 % 10.0 % 10.0 % 10.0 % 10.0 % As of December 31, 2021, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments Aviation Park Street Street Total As of December 31, 2021 Supera Hyde 2020 Wolfe 2021 Wolfe Aviation Park Street Street Total For Years Ending December 31, 2022 $ $ 12,521 $ $ 52,932 $ 65,453 2023 - - - 54,520 54,520 2024 - - - 51,348 51,348 Total future minimum lease payments, undiscounted $ - $ 12,521 $ - $ 158,800 $ 171,321 Less: Imputed interest - 357 - 21,813 22,170 Present value of future minimum lease payments $ - $ 12,164 $ - $ 136,987 $ 149,151 MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) |
Goodwill | (m) Goodwill Goodwill is evaluated annually for impairment or whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, economic factors (for example, the loss of key personnel), supply costs, unanticipated competitive activities, and acts by governments and courts. |
Recoverability of Long-Lived Assets | (n) Recoverability of Long-Lived Assets In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. |
Right-of-Use Assets | (o) Right-of-Use Assets The Company leases a facility in Tampa, Florida (“Hyde Park”) under an operating lease (“Hyde Park Lease”) with annual rentals of $ 22,048 23,320 36 months June 30, 2022 The Company leased an aircraft under an operating lease (“Supera Aviation”) with annual rentals of $ 600,000 plus certain operating expenses. The Supera Aviation lease took effect on October 26, 2018 for a term of 36 months to expire on September 26, 2021 . The Company cancelled the Supera Aviation lease in April 2021 without penalty. The Company leases a facility in Baltimore, Maryland (“2020 Wolfe St”) under an operating lease (“2020 Baltimore Lease”) with annual rentals of $ 24,000 to $ 25,462 plus certain operating expenses. The 2020 Baltimore Lease took effect on November 9, 2020 for a term of 12 months with automatic renewals unless a sixty day notice is provided. The initial term expires on November 30, 2021 The Company leases a facility in Baltimore, Maryland (“2021 Wolfe St”) under an operating lease (“2021 Baltimore Lease”) with annual rentals of $ 52,800 to $ 56,016 plus certain operating expenses. The Baltimore Lease took effect on November 17, 2021 for a term of 12 November 30, 2022 MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) On January 1, 2019 (“Effective Date”), the Company adopted FASB ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach on January 1, 2019. The adoption of ASC 842 resulted in the recognition of operating lease ROU assets of $ 1,014,636 , operating lease liabilities for an operating leases of $ 1,016,015 and an adjustment to accumulated deficit of $ 1,379 on the Company’s Consolidated Balance Sheet as of January 1, 2020. The Company elected the package of practical expedients permitted within the standard, which allows an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For contracts entered into on or after the Effective Date, at the inception of a contract, the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2020, which were accounted for under ASC 840, were not reassessed for classification. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. The Company’s operating leases are comprised of the Supera Aviation, the Hyde Park, the 2020 Wolfe St and the 2021 Wolfe St. leases on the Consolidated Balance Sheet. The information related to these leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease Location Aviation Park Street Street Total Aviation Park Street Street Total As of December 31, 2021 As of December 31, 2020 Balance Sheet Supera Hyde 2020 Wolfe 2021 Wolfe Supera Hyde 2020 Wolfe 2021 Wolfe Location Aviation Park Street Street Total Aviation Park Street Street Total Operating Lease Lease Right of Use $ $ 12,156 $ $ 136,853 $ 149,009 $ 431,809 $ 34,722 $ 60,664 $ $ 527,195 Lease Payable, current - 12,164 - 41,076 53,240 431,809 25,120 18,887 - 475,816 Lease Payable - net of current - - - 95,911 95,911 - 9,704 41,898 - 51,602 |
Revenue Recognition | (p) Revenue Recognition The Company will recognize revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should 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. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: 1) Identify the contract with the customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to the performance obligations in the contract 5) Recognize revenue when the company satisfies a performance obligation |
Income Taxes | (q) Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. For the years ended December 31, 2021 and 2020, no liability for unrecognized tax benefits was required to be reported. There was no income tax benefit recorded for the losses for the years ended December 31, 2021 and 2020 since management determined that the realization of the net deferred tax assets is not more likely than not to be realized and has recorded a full valuation allowance on the net deferred tax assets. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2021 and 2020. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. Tax years from 2018 through 2021 remain subject to examination by federal and state jurisdictions. |
Stock-based Payments | (r) Stock-based Payments The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for forfeiture of stock-based awards as they occur. |
Basic and Diluted Earnings per Share of Common Stock | (s) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered anti-dilutive. Diluted net loss per share is computed using the weighted average number of shares of common and dilutive potential common stock outstanding during the period. As the Company reported a net loss for the years ended December 31, 2021 and 2020, common stock equivalents were anti-dilutive. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2021 2020 For the Years Ended December 31, 2021 2020 Stock Options 4,176,739 4,188,315 Warrants to purchase Common Stock 5,074,489 - Pre-funded Warrants to purchase Common Stock 520,270 - Warrants to purchase Series C Preferred Stock 27,500 - Unvested Restricted Stock Units 2,795,000 - Series D Convertible Preferred Stock 36,496 - Total potentially dilutive shares 12,630,494 4,188,315 |
Research and Development Costs | (t) Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed as incurred and consist of fees paid to third parties that conduct certain research and development activities on the Company’s behalf. |
Reclassifications | (u) Reclassifications Certain reclassifications were made to the reported amounts in these consolidated financial statements as of December 31, 2020 to conform to the presentation as of December 31, 2021. |
Recently Issued Accounting Pronouncements | (v) Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted In August 2020, the FASB issued ASU No. 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), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Recently Issued Accounting Pronouncements Not Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of this ASU. MYMD PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 2 – Significant Accounting Policies (continued) In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges or Freestanding Equity - Classified Written Call Options. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Marketable Securities | Marketable Securities: Schedule of Marketable Securities Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) Significant Unobservable Inputs (Level 3) Marketable securities at December 31, 2021 $ 11,003,071 $ - $ - Marketable securities at December 31, 2020 $ - $ - $ - |
Schedule of Estimated Useful Lives of Property Plant and Equipment | The estimated useful lives for the current and comparative periods are as follows: Schedule of Estimated Useful Lives of Property Plant and Equipment Useful Life (in years) Plant and equipment 5 12 Furniture and fixtures 5 10 Computer equipment & software 3 5 Leasehold Improvements Shorter of the remaining lease or estimated useful life |
Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease | Amortization is recognized on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows: Schedule of Amortization Recognized Estimated Useful Lives of Intangible Assets Useful Life (in years) Patents and trademarks 12 17 |
Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease | The Company’s operating leases are comprised of the Supera Aviation, the Hyde Park, the 2020 Wolfe St and the 2021 Wolfe St. leases on the Consolidated Balance Sheet. The information related to these leases are presented below: Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease Location Aviation Park Street Street Total Aviation Park Street Street Total As of December 31, 2021 As of December 31, 2020 Balance Sheet Supera Hyde 2020 Wolfe 2021 Wolfe Supera Hyde 2020 Wolfe 2021 Wolfe Location Aviation Park Street Street Total Aviation Park Street Street Total Operating Lease Lease Right of Use $ $ 12,156 $ $ 136,853 $ 149,009 $ 431,809 $ 34,722 $ 60,664 $ $ 527,195 Lease Payable, current - 12,164 - 41,076 53,240 431,809 25,120 18,887 - 475,816 Lease Payable - net of current - - - 95,911 95,911 - 9,704 41,898 - 51,602 |
Schedule of Lease Cost | The following provides details of the Company’s lease expense: Schedule of Lease Cost Lease Expenses Aviation Park Street Street Total Aviation Park Street Street Total Year Ended December 31, 2021 Year Ended December 31, 2020 Supera Hyde 2020 Wolfe 2021 Wolfe Supera Hyde 2020 Wolfe 2021 Wolfe Lease Expenses Aviation Park Street Street Total Aviation Park Street Street Total Operating Leases Lease Costs $ 150,000 $ 25,026 $ 22,667 $ 4,533 $ 202,226 $ 600,000 $ 25,026 $ 4,121 $ $ 629,147 |
Schedule of Other Information Related to Leases | Other information related to leases is presented below: Schedule of Other Information Related to Leases As of December 31, 2021 Supera Hyde 2020 Wolfe 2021 Wolfe Other Information Aviation Park Street Street Total Operating Leases Operating cash used $ 150,000 $ 25,120 $ 22,060 $ 4,400 $ 201,580 Average remaining lease term - 6 - 35 10 Average discount rate 10.0 % 10.0 % 10.0 % 10.0 % 10.0 % |
Schedule of Operating Lease Minimum Lease Payments | As of December 31, 2021, the annual minimum lease payments of the Company’s operating lease liabilities were as follows: Schedule of Operating Lease Minimum Lease Payments Aviation Park Street Street Total As of December 31, 2021 Supera Hyde 2020 Wolfe 2021 Wolfe Aviation Park Street Street Total For Years Ending December 31, 2022 $ $ 12,521 $ $ 52,932 $ 65,453 2023 - - - 54,520 54,520 2024 - - - 51,348 51,348 Total future minimum lease payments, undiscounted $ - $ 12,521 $ - $ 158,800 $ 171,321 Less: Imputed interest - 357 - 21,813 22,170 Present value of future minimum lease payments $ - $ 12,164 $ - $ 136,987 $ 149,151 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2021 2020 For the Years Ended December 31, 2021 2020 Stock Options 4,176,739 4,188,315 Warrants to purchase Common Stock 5,074,489 - Pre-funded Warrants to purchase Common Stock 520,270 - Warrants to purchase Series C Preferred Stock 27,500 - Unvested Restricted Stock Units 2,795,000 - Series D Convertible Preferred Stock 36,496 - Total potentially dilutive shares 12,630,494 4,188,315 |
Recent Developments, Liquidit_2
Recent Developments, Liquidity and Management’s Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Recent Developments Liquidity And Managements Plans | |
Schedule of Net Assets Acquired to be Allocated to Goodwill | Schedule of Net Assets Acquired to be Allocated to Goodwill Valuation Analysis Total Consideration $ 42,477,346 Cash and Cash Equivalents 1,380,852 Marketable Securities 29,480,524 Other Receivables 3,026,137 Prepaid Expenses 192,314 Investment in Oravax, Inc. 1,500,000 Trade and Other Payables (3,601,020 ) Net Tangible Assets Acquired $ 31,978,807 Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill $ 10,498,539 |
Summary of Milestone Events Payment | Summary of Milestone Events Payment Milestone Event Milestone Payment Market capitalization of the combined company for at least ten ( 10 20 500,000,000 $ 20,000,000 For every $ 250,000,000 10 20 1,000,000,000 $ 10,000,000 1,000,000,000 10,000,000 Market capitalization of the combined company for at least 10 20 1,000,000,000 $ 25,000,000 For every $ 1,000,000,000 10 20 $ 25,000,000 |
Trade and Other Payables (Table
Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Trade and Other Payables | Trade and other payables consist of the following: Schedule of Trade and Other Payables 2021 2020 As of December 31, 2021 2020 Accounts Payable – Trade $ 867,518 $ 1,104,801 Accrued Expenses 119,108 - Accounts Payable – Trade – Related Party - 477,042 Accounts Payable – Other – Related Party - 14,577 Accrued Expenses – Related Party - 175,679 Interest Payable – Related Party - 29,628 Trade and Other Payables, Total $ 986,626 $ 1,801,727 |
Stock - based Compensation (Tab
Stock - based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Options Activity | The following table summarizes the activities for MyMD stock options for the year ended December 31, 2021: Summary of Stock Options Activity Weighted Average Weighted Weighted Remaining Number Average Average Contractual Aggregate of Exercise Grant Date Term Intrinsic Shares Price Fair Value (years) Value Balance at December 31, 2020 4,188,315 $ 2.59 $ 2.59 2.37 $ 5,805,667 Granted - - - - - Exercised (11,576 ) 2.59 2.59 1.29 - Forfeited - - - - Canceled/Expired - - - - - Balance at December 31, 2021 4,176,739 $ 2.59 $ 2.59 1.29 $ 14,493,284 Exercisable as of December 31, 2021 4,176,739 $ 2.59 $ 2.59 1.29 $ 14,493,284 |
Summary of Restricted Stock Units Activity | The following is the status of outstanding restricted stock units outstanding as of December 31, 2021 and changes for the year ended December 31, 2021: Summary of Restricted Stock Units Activity Weighted Average Number of Grant Date RSUs Fair Value Balance at December 31, 2020 - $ - Granted 2,795,000 8.09 Exercised - - Forfeited - - Vested - - Canceled/Expired - - Balance at December 31, 2021 $ 2,795,000 $ 8.09 Exercisable as of December 31, 2021 $ - $ - |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Summary of Warrant Activity | The table below summarizes the warrant activity for the year ended December 31, 2021: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2020 - $ - - $ - Assumed from Merger 5,363,547 5.19 5.02 - Granted - - - - Exercised (289,058 ) 4.12 4.38 - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2021 5,074,489 $ 5.25 4.34 $ 9,554,827 Exercisable as of December 31, 2021 5,074,489 $ 5.25 4.34 $ 9,554,827 |
Pre Funded Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Summary of Warrant Activity | The table below summarizes the pre-funded warrant activity for the year ended December 31, 2021: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2020 - $ - - $ - Assumed from Merger 986,486 0.002 - - Granted - - - - Exercised (466,216 ) 0.002 - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2021 520,270 $ 0.002 - $ 3,151,796 Exercisable as of December 31, 2021 520,270 $ 0.002 - $ 3,151,796 |
Series C Convertible Preferred Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Summary of Warrant Activity | The table below summarizes the warrant activity for the year ended December 31, 2021: Summary of Warrant Activity Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (years) Value Balance at December 31, 2020 - $ - - $ Assumed from Merger 27,500 8.00 3.65 - Granted - - - - Exercised - - - - Forfeited - - - - Canceled/Expired - - - - Balance at December 31, 2021 27,500 $ 8.00 2.94 $ - Exercisable as of December 31, 2021 27,500 $ 8.00 2.94 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax (Benefit)/ Provision | The Company’s income tax (benefit)/provision is as follows: Schedule of Income Tax (Benefit)/ Provision 2021 2020 Years Ended December 31, 2021 2020 Current $ - $ - Deferred (6,219,000 ) (1,958,000 ) Change in Valuation Allowance 6,219,000 1,958,000 Income Tax Benefit $ - $ - |
Schedule of Reconciliation of Income Taxes Using Statutory U.S. Income Tax Rate and Benefit from Income Taxes | The reconciliation of income taxes using the statutory U.S. income tax rate and the benefit from income taxes for the years ended December 31, 2020 and 2019 are as follows: Schedule of Reconciliation of Income Taxes Using Statutory U.S. Income Tax Rate and Benefit from Income Taxes 2021 2020 Years Ended December 31, 2021 2020 Statutory U.S. Federal Income Tax Rate (21.0 ) % (21.0 ) % New Jersey State income taxes, net of U.S. Federal tax effect (9.0 ) % (5.1 ) % Adjustment to deferred tax assets 9.3 % 10.2 % Other (0.1 ) % 4.8 % Change in Valuation Allowance 20.8 % 11.1 % Net 0.0 % 0.0 % |
Schedule of Deferred Tax Assets and Related Valuation Allowances | The principal components of the deferred tax assets and related valuation allowances as of December 31, 2021 and 2020 are as follows: Schedule of Deferred Tax Assets and Related Valuation Allowances 2021 2020 Years Ended December 31, 2021 2020 Reserves and other $ 179,000 $ 51,000 Net operating loss carry-forwards 23,526,000 21,514,000 Research and development tax credit 610,000 455,000 Share-based compensation 4,021,000 97,000 Valuation Allowance (28,336,000 ) (22,117,000 ) Net deferred tax asset $ - $ - |
Organization and Description _2
Organization and Description of Business (Details Narrative) | Apr. 16, 2021$ / sharesshares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Exchange ratio price per shares | $ 0.7718 |
Supera Pharmaceuticals Inc [Member] | Asset Purchase Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock issued during period, shares, acquisitions | shares | 33,937,909 |
MyMD Pharmaceuticals (Florida), Inc [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Common Stock, par value | $ 0.001 |
Exchange ratio price per shares | $ 0.7718 |
Stockholders' Equity, Reverse Stock Split | 1-for-2 reverse stock split |
Schedule of Marketable Securiti
Schedule of Marketable Securities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | $ 11,003,071 | |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Marketable securities |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Plant and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 5 years |
Plant and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 12 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 10 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful lives | Shorter of the remaining lease or estimated useful life |
Schedule of Condensed Consolida
Schedule of Condensed Consolidated Balance Sheet Information Related to Operating Lease (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 02, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Lease Right of Use | $ 149,009 | $ 527,195 | $ 1,014,636 |
Lease Payable, current | 53,240 | 475,816 | |
Lease Payable - net of current | 95,911 | 51,602 | $ 1,016,015 |
Aircraft Lease [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Lease Right of Use | 431,809 | ||
Lease Payable, current | 431,809 | ||
Lease Payable - net of current | |||
Hyde Park Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Lease Right of Use | 12,156 | 34,722 | |
Lease Payable, current | 12,164 | 25,120 | |
Lease Payable - net of current | 9,704 | ||
2020 Wolfe Street [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Lease Right of Use | 60,664 | ||
Lease Payable, current | 18,887 | ||
Lease Payable - net of current | 41,898 | ||
2021 Wolfe Street [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Lease Right of Use | 136,853 | ||
Lease Payable, current | 41,076 | ||
Lease Payable - net of current | $ 95,911 | ||
Patents and Trademarks [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Intangible assets estimated, useful lives | 12 years | ||
Patents and Trademarks [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Intangible assets estimated, useful lives | 17 years |
Schedule of Lease Cost (Details
Schedule of Lease Cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Costs | $ 202,226 | $ 629,147 |
Aircraft Lease [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Costs | 150,000 | 600,000 |
Hyde Park Facility [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Costs | 25,026 | 25,026 |
2020 Wolfe Street [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Costs | 22,667 | 4,121 |
2021 Wolfe Street [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease Costs | $ 4,533 |
Schedule of Other Information R
Schedule of Other Information Related to Leases (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Operating cash used | $ 201,580 |
Average remaining lease term | 10 years |
Average discount rate | 10.00% |
Aircraft Lease [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Operating cash used | $ 150,000 |
Average remaining lease term | |
Average discount rate | 10.00% |
Hyde Park Facility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Operating cash used | $ 25,120 |
Average remaining lease term | 6 years |
Average discount rate | 10.00% |
2020 Wolfe Street [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Operating cash used | $ 22,060 |
Average remaining lease term | |
Average discount rate | 10.00% |
2021 Wolfe Street [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Operating cash used | $ 4,400 |
Average remaining lease term | 35 years |
Average discount rate | 10.00% |
Schedule of Operating Lease Min
Schedule of Operating Lease Minimum Lease Payments (Details) | Dec. 31, 2021USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2022 | $ 65,453 |
2023 | 54,520 |
2024 | 51,348 |
Total future minimum lease payments, undiscounted | 171,321 |
Less: Imputed interest | 22,170 |
Present value of future minimum lease payments | 149,151 |
Aircraft Lease [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2022 | |
2023 | |
2024 | |
Total future minimum lease payments, undiscounted | |
Less: Imputed interest | |
Present value of future minimum lease payments | |
Hyde Park Facility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2022 | 12,521 |
2023 | |
2024 | |
Total future minimum lease payments, undiscounted | 12,521 |
Less: Imputed interest | 357 |
Present value of future minimum lease payments | 12,164 |
2020 Wolfe Street [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2022 | |
2023 | |
2024 | |
Total future minimum lease payments, undiscounted | |
Less: Imputed interest | |
Present value of future minimum lease payments | |
2021 Wolfe Street [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
2022 | 52,932 |
2023 | 54,520 |
2024 | 51,348 |
Total future minimum lease payments, undiscounted | 158,800 |
Less: Imputed interest | 21,813 |
Present value of future minimum lease payments | $ 136,987 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 12,630,494 | 4,188,315 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 4,176,739 | 4,188,315 |
Warrants To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 5,074,489 | |
Pre Funded Warrants To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 520,270 | |
Warrants To Purchase Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 27,500 | |
Unvested Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 2,795,000 | |
Series D Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 36,496 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | Apr. 16, 2021 | Nov. 09, 2020 | Jul. 02, 2019 | Oct. 26, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 02, 2020 | Jan. 02, 2019 |
Property, Plant and Equipment [Line Items] | ||||||||
Marketable Securities, Realized Gain (Loss) | $ 39,597 | |||||||
Proceeds from the sales of marketable securities | 18,483,176 | |||||||
Operating Lease, Right-of-Use Asset | 149,009 | 527,195 | $ 1,014,636 | |||||
Operating Lease, Liability, Noncurrent | 95,911 | 51,602 | $ 1,016,015 | |||||
[custom:AdjustmentToAccumulatedDeficit-0] | $ 1,379 | |||||||
Hyde Park Facility [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Lessee, Operating Lease, Term of Contract | 36 months | |||||||
Lease Expiration Date | Nov. 30, 2021 | Jun. 30, 2022 | ||||||
Operating Lease, Right-of-Use Asset | 12,156 | 34,722 | ||||||
Operating Lease, Liability, Noncurrent | 9,704 | |||||||
Supera Aviation [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Payments for Rent | $ 600,000 | |||||||
Aircraft Lease [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Lessee, Operating Lease, Term of Contract | 36 months | |||||||
Lease Expiration Date | Sep. 26, 2021 | |||||||
Operating Lease, Right-of-Use Asset | 431,809 | |||||||
Operating Lease, Liability, Noncurrent | ||||||||
Baltimore Facility [Memebr] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Lessee, Operating Lease, Term of Contract | 12 months | |||||||
2021 Baltimore Facility [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Lessee, Operating Lease, Term of Contract | 12 months | |||||||
Lease Expiration Date | Nov. 30, 2022 | |||||||
Minimum [Member] | Hyde Park Facility [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Payments for Rent | $ 22,048 | |||||||
Minimum [Member] | Baltimore Facility [Memebr] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Payments for Rent | $ 24,000 | |||||||
Minimum [Member] | 2021 Baltimore Facility [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Payments for Rent | 52,800 | |||||||
Maximum [Member] | Hyde Park Facility [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Payments for Rent | $ 23,320 | |||||||
Maximum [Member] | Baltimore Facility [Memebr] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Payments for Rent | 25,462 | |||||||
Maximum [Member] | 2021 Baltimore Facility [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Payments for Rent | $ 56,016 | |||||||
Mutual Fund [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Marketable Securities, Realized Gain (Loss) | $ 42,793 | |||||||
MyMD Pharmaceuticals (Florida), Inc [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-2 reverse stock split |
Schedule of Net Assets Acquired
Schedule of Net Assets Acquired to be Allocated to Goodwill (Details) - USD ($) | Apr. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | |||
Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill | $ 10,498,539 | ||
Akers Biosciences, Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Total Consideration | $ 42,477,346 | ||
Cash and Cash Equivalents | 1,380,852 | ||
Marketable Securities | 29,480,524 | ||
Other Receivables | 3,026,137 | ||
Prepaid Expenses | 192,314 | ||
Investment in Oravax, Inc. | 1,500,000 | ||
Trade and Other Payables | (3,601,020) | ||
Net Tangible Assets Acquired | 31,978,807 | ||
Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill | $ 10,498,539 |
Summary of Milestone Events Pay
Summary of Milestone Events Payment (Details) | 12 Months Ended |
Dec. 31, 2021d | |
Milestone Period One [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Milestone Event | Market capitalization of the combined company for at least ten |
Debt Instrument, Convertible, Threshold Trading Days | 10 |
Milestone Payment | $20,000,000 |
Milestone Period Two [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Milestone Event | For every $250,000,000 incremental increase in market capitalization of the combined company after the First Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period, up to a $1,000,000,000 market capitalization of the combined company. |
Debt Instrument, Convertible, Threshold Trading Days | 10 |
Milestone Payment | $10,000,000 per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization equal to $1,000,000,000, such $10,000,000 payment in respect of such incremental increase shall be payable without duplication of any amount payable in respect of a Second Milestone Event, as defined below). |
Milestone Period Three [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Milestone Event | Market capitalization of the combined company for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period is equal to or greater than $1,000,000,000 (the “Second Milestone Event”) |
Debt Instrument, Convertible, Threshold Trading Days | 10 |
Milestone Payment | $25,000,000 |
Milestone Period Four [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Milestone Event | For every $1,000,000,000 incremental increase in market capitalization of the combined company after the Second Milestone Event to the extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period. |
Debt Instrument, Convertible, Threshold Trading Days | 10 |
Milestone Payment | $25,000,000 per each incremental increase |
Summary of Milestone Events P_2
Summary of Milestone Events Payment (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2021USD ($)d | |
Milestone Period One [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt instrument, threshold trading days | d | 20 |
Market capitalization | $ 500,000,000 |
Payments to milestone | $ 20,000,000 |
Debt instrument, threshold trading days | d | 10 |
Milestone Period Two [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt instrument, threshold trading days | d | 20 |
Market capitalization | $ 250,000,000 |
Payments to milestone | $ 10,000,000 |
Debt instrument, threshold trading days | d | 10 |
Milestone Period Two [Member] | Maximum [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Market capitalization | $ 1,000,000,000 |
Payments to milestone | $ 10,000,000 |
Milestone Period Three [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt instrument, threshold trading days | d | 20 |
Market capitalization | $ 1,000,000,000 |
Payments to milestone | $ 25,000,000 |
Debt instrument, threshold trading days | d | 10 |
Milestone Period Four [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt instrument, threshold trading days | d | 20 |
Market capitalization | $ 1,000,000,000 |
Debt instrument, threshold trading days | d | 10 |
Milestone Period Four [Member] | Maximum [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Payments to milestone | $ 25,000,000 |
Recent Developments, Liquidit_3
Recent Developments, Liquidity and Management’s Plans (Details Narrative) - USD ($) | Apr. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 23, 2020 | Dec. 31, 2019 |
Goodwill | $ 10,498,539 | ||||
Cash and Cash Equivalents, at Carrying Value | 555,967 | 148,284 | |||
Marketable Securities, Current | 11,003,071 | ||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 29,889,045 | 9,487,824 | |||
Working Capital | 11,625,519 | ||||
Stockholders' Equity Attributable to Parent | 23,647,174 | (5,257,032) | $ (2,332,830) | ||
Retained Earnings (Accumulated Deficit) | 78,561,568 | 48,672,523 | |||
Net Cash Provided by (Used in) Operating Activities | 19,516,475 | 4,663,546 | |||
Net Income (Loss) Attributable to Parent | 29,889,045 | 9,487,824 | |||
Increase (Decrease) in Accounts Payable, Trade | 4,268,961 | (557,286) | |||
Stock Option Modification Expenses | $ 15,036,051 | $ 2,009,145 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Shares vested | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | |||||
Contribution Agreement [Member] | Premas Biotech PVT Ltd [Member] | |||||
Amount owed on investments | $ 1,500,000 | ||||
Payments to investments | $ 1,200,000 | ||||
Merger Agreement [Member] | |||||
Issuance of post reverse stock split | 28,553,307 | ||||
Exchange ratio percentage | 77.05% | ||||
Percentage of common stock | 49.68% | ||||
Merger Agreement [Member] | Pre-funded Warrants [Member] | |||||
Warrants to purchase | 986,486 | ||||
Cystron Biotech LLC [Member] | Membership Interest Purchase Agreement [Member] | |||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 100.00% | ||||
MYMD Pharmaceuticals, Inc., [Member] | Merger Agreement [Member] | |||||
Business acquisition description | Upon completion of the Merger and the transactions contemplated in the Merger Agreement, the Company issued 28,553,307 post reverse stock split shares of Company Common Stock to the former stakeholders of pre-Merger MyMD Florida at the Exchange Ratio. Upon completion of the Merger and the transactions contemplated in the Merger Agreement, the former stakeholders of pre-Merger MyMD Florida held approximately 77.05% of the Company’s Common Stock outstanding on a fully diluted basis, assuming the exercise in full of the pre-funded warrants to purchase 986,486 shares of Company Common Stock and including 4,188,315 shares of Company Common Stock underlying options to purchase shares of pre-Merger MyMD Florida Common Stock assumed by the company at closing and after adjustments based on the Company’s net cash at closing. Holders of pre-Merger common stock of the Company held approximately 22.95% of the outstanding equity of the Company. Also upon completion of the Merger and the transactions contemplated by the Merger Agreement, the Company assumed 4,188,315 MyMD Florida stock options subject to certain terms contained in the Merger Agreement (including, but not limited to, the amendment of such stock option to extend the term of such stock option for a period expiring on April 16, 2023, the second-year anniversary of the Merger. | ||||
Akers Biosciences, Inc [Member] | |||||
Goodwill | $ 10,498,539 | ||||
Pre market capitalization | 42,477,346 | ||||
Tangible asset | $ 31,978,807 | ||||
Shares issued for acquistion | 8,335,627 | ||||
Akers Biosciences, Inc [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Shares vested | 263,026 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 4.94 |
Schedule of Trade and Other Pay
Schedule of Trade and Other Payables (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts Payable – Trade | $ 867,518 | $ 1,104,801 |
Accrued Expenses | 119,108 | |
Accounts Payable – Trade – Related Party | 477,042 | |
Accounts Payable – Other – Related Party | 14,577 | |
Accrued Expenses – Related Party | 175,679 | |
Interest Payable – Related Party | 29,628 | |
Trade and Other Payables, Total | $ 986,626 | $ 1,801,727 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - Bridge Loan Note [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 11, 2020 |
MyMD Pharmaceuticals (Florida), Inc [Member] | |||
Short-term Debt [Line Items] | |||
Advances to affiliate | $ 3,000,000 | $ 1,200,000 | |
Interest receivable | 26,137 | ||
Related party receivable | $ 3,026,137 | ||
Merger Agreement [Member] | |||
Short-term Debt [Line Items] | |||
Maximum principal amount | $ 3,000,000 | ||
Interest rate | 5.00% | ||
Merger Agreement [Member] | Event of Default [Member] | |||
Short-term Debt [Line Items] | |||
Interest rate | 8.00% |
Summary of Stock Options Activi
Summary of Stock Options Activity (Details) - USD ($) | Dec. 09, 2021 | Dec. 31, 2021 |
Share-based Payment Arrangement [Abstract] | ||
Number of Shares, Beginning Balance | 4,188,315 | |
Weighted Average Exercise Price, Beginning Balance | $ 2.59 | |
Weighted Average Grant Date Fair Value, Beginning | $ 2.59 | |
Weighted Average Remaining Contractual Term (Years), Beginning | 2 years 4 months 13 days | |
Aggregate Intrinsic Value, Beginning Balance | $ 5,805,667 | |
Number of Shares, Granted | ||
Weighted Average Exercise Price, Granted | ||
Weighted Average Grant Date Fair Value, Granted | ||
Number of Shares, Exercised | (11,576) | (11,576) |
Weighted Average Exercise Price, Exercised | $ 2.59 | |
Weighted Average Grant Date Fair Value, Exercised | $ 2.59 | |
Weighted Average Remaining Contractual Term (Years), Exercised | 1 year 3 months 14 days | |
Number of Shares, Forfeited | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Grant Date Fair Value, Forfeited | ||
Number of Shares, Canceled/Expired | ||
Weighted Average Exercise Price, Canceled/Expired | ||
Weighted Average Grant Date Fair Value, Canceled/Expired | ||
Number of Shares, Ending Balance | 4,176,739 | |
Weighted Average Exercise Price, Ending Balance | $ 2.59 | $ 2.59 |
Weighted Average Grant Date Fair Value, Ending | $ 2.59 | |
Weighted Average Remaining Contractual Term (Years), Ending | 1 year 3 months 14 days | |
Aggregate Intrinsic Value, Ending Balance | $ 14,493,284 | |
Number of Shares, Exercisable | 4,176,739 | |
Weighted Average Exercise Price, Exercisable | $ 2.59 | |
Weighted Average Grant Date Fair Value, Exercisable | $ 2.59 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 1 year 3 months 14 days | |
Aggregate Intrinsic Value, Exercisable | $ 14,493,284 |
Summary of Restricted Stock Uni
Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | Oct. 14, 2021 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of RSUs, Beginning Balance | ||
Weighted Average Grant Date Fair Value, Beginning Balance | ||
Number of RSUs, Granted | 2,795,000 | 2,795,000 |
Weighted Average Grant Date Fair Value, Granted | $ 8.09 | $ 8.09 |
Number of RSUs, Exercised | ||
Weighted Average Grant Date Fair Value, Exercised | ||
Number of RSUs, Forfeited | ||
Weighted Average Grant Date Fair Value, Forfeited | ||
Number of RSUs, Vested | ||
Weighted Average Grant Date Fair Value, Vested | ||
Number of RSUs, Cancelled/Expired | ||
Weighted Average Grant Date Fair Value, Cancelled/Expired | ||
Number of RSUs, Ending Balance | 2,795,000 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 8.09 | |
Number of RSUs, Exercisable Ending Balance | ||
Weighted Average Grant Date Fair Value, Exercisable Ending Balance |
Stock - based Compensation (Det
Stock - based Compensation (Details Narrative) - USD ($) | Oct. 14, 2021 | Apr. 16, 2021 | Sep. 11, 2020 | Mar. 29, 2019 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 09, 2021 | Apr. 15, 2021 | Dec. 07, 2018 | Aug. 07, 2017 | Dec. 31, 2016 | Dec. 21, 2016 | Jan. 23, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 6.06 | $ 3.98 | ||||||||||||
Stock option plan expenses | $ 15,036,051 | $ 2,864,145 | ||||||||||||
Shares based compensation expenses | $ 855,000 | |||||||||||||
Options exercise price | $ 2.59 | $ 2.59 | $ 2.59 | |||||||||||
Restricted Stock [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of stock option to purchase shares of common stock | 394,680 | 394,680 | 2,601 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 4.48 | $ 46.56 | ||||||||||||
Restricted stock units vested, description | Such RSUs were granted under the 2018 Plan, as amended. Fifty percent (50%) of each RSU will vest on the first anniversary date of the Grant and the remaining fifty percent (50%) will vest on the second anniversary date; provided that the RSUs shall vest immediately upon the occurrence of (i) a change in control, provided that the director is employed by or providing services to the Company and its affiliates on the closing date of such change of control, or (ii) the director’s termination of employment of service by the Company was without cause. | |||||||||||||
Restricted stock expense | $ 979,758 | |||||||||||||
Acceleration of vesting of shares | 394,680 | |||||||||||||
Shares surrendered | 139,457 | |||||||||||||
Fair value of shares | $ 688,913 | |||||||||||||
Unamortized value | $ 22,611,550 | $ 0 | ||||||||||||
MyMD Florida Stock Options [Member] | Merger Agreement [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of stock options assumed | 4,188,315 | |||||||||||||
Shares based compensation expenses | $ 15,036,051 | |||||||||||||
Options exercise price | $ 2.59 | |||||||||||||
Options fair value | $ 4.94 | |||||||||||||
Volatility rate | 122.31% | |||||||||||||
Discount rate | 0.16% | |||||||||||||
Options market value | $ 0 | |||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Restricted stock units grants | 2,795,000 | 2,795,000 | ||||||||||||
Restricted stock units grants date fair value | $ 8.09 | $ 8.09 | ||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Restricted stock units vested, description | One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $500,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the common stock equals or exceeds $5.00 during such trading day period | |||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Restricted stock units vested, description | One-third (33%) of each RSU will vest when the Company’s market capitalization is equal to or greater than $750,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the common stock equals or exceeds $5.00 during such trading day period | |||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-based Payment Arrangement, Tranche Three [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Restricted stock units vested, description | The remaining awarded units will vest when the Company’s market capitalization is equal to or greater than $1,000,000,000 for at least ten trading days during any twenty (20) consecutive trading day period ending on or after December 15, 2021 and the fair market value of the common stock equals or exceeds $5.00 during such trading day period | |||||||||||||
2013 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized during period | 2,162 | |||||||||||||
Amended Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of available for grants | 755 | |||||||||||||
Amended Plan [Member] | Restricted Stock [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of stock option to purchase shares of common stock | 1,407 | |||||||||||||
2016 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized during period | 50,000,000 | |||||||||||||
Number of stock option to purchase shares of common stock | 4,188,315 | |||||||||||||
Number of available for grants | 0 | |||||||||||||
2016 Stock Incentive Plan [Member] | Equity Option [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of stock option to purchase shares of common stock | 4,188,315 | |||||||||||||
2017 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized during period | 3,516 | |||||||||||||
Number of available for grants | 1,984 | |||||||||||||
2017 Stock Incentive Plan [Member] | Restricted Stock [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of stock option to purchase shares of common stock | 1,532 | |||||||||||||
2018 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized during period | 560,063 | |||||||||||||
Number of available for grants | 297,037 | |||||||||||||
2018 Stock Incentive Plan [Member] | Restricted Stock [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of stock option to purchase shares of common stock | 263,026 | |||||||||||||
2021 Stock Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized during period | 7,228,184 | |||||||||||||
2021 Stock Incentive Plan [Member] | Restricted Stock [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of stock option to purchase shares of common stock | 2,795,000 | |||||||||||||
Number of available for grants | 4,433,184 | |||||||||||||
2016 Equity Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized during period | 50,000,000 | |||||||||||||
Number of available for grants | 0 | |||||||||||||
2021 Equity Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized during period | 7,228,184 | |||||||||||||
Number of available for grants | 4,433,184 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants, Beginning Balance | shares | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | |
Weighted Average Remaining Contractual Term (years), Beginning | |
Aggregate Intrinsic Value, Beginning | $ | |
Number of Warrants, Assumed from Merger | shares | 5,363,547 |
Weighted Average Exercise Price, Assumed from Merger | $ / shares | $ 5.19 |
Weighted Average Remaining Contractual Term (years), Assumed from Merger | 5 years 7 days |
Aggregate Intrinsic Value, Assumed from Merger | $ | |
Number of Warrants, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Aggregate Intrinsic Value, Granted | $ | |
Number of Warrants, Exercised | shares | (289,058) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 4.12 |
[custom:WeightedAverageRemainingContractualTermYearsExercised] | 4 years 4 months 17 days |
Aggregate Intrinsic Value, Exercised | $ | |
Number of Warrants, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Aggregate Intrinsic Value, Forfeited | $ | |
Number of Warrants, Cancelled/Expired | shares | |
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | |
[custom:WeightedAverageRemainingContractualTermYearsCancelledOrExpired] | |
Aggregate Intrinsic Value, Cancelled/Expired | $ | |
Number of Warrants, Ending Balance | shares | 5,074,489 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 5.25 |
Weighted Average Remaining Contractual Term (years), Ending Balance | 4 years 4 months 2 days |
Aggregate Intrinsic Value, Ending | $ | $ 9,554,827 |
Number of Warrants, Exercisable | shares | 5,074,489 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 5.25 |
Weighted Average Remaining Contractual Term (years), Exercisable | 4 years 4 months 2 days |
Aggregate Intrinsic Value, Exercisable | $ | $ 9,554,827 |
Pre Funded Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants, Beginning Balance | shares | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | |
Aggregate Intrinsic Value, Beginning | $ | |
Number of Warrants, Assumed from Merger | shares | 986,486 |
Weighted Average Exercise Price, Assumed from Merger | $ / shares | $ 0.002 |
Aggregate Intrinsic Value, Assumed from Merger | $ | |
Number of Warrants, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Aggregate Intrinsic Value, Granted | $ | |
Number of Warrants, Exercised | shares | (466,216) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0.002 |
Aggregate Intrinsic Value, Exercised | $ | |
Number of Warrants, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Aggregate Intrinsic Value, Forfeited | $ | |
Number of Warrants, Cancelled/Expired | shares | |
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | |
Aggregate Intrinsic Value, Cancelled/Expired | $ | |
Number of Warrants, Ending Balance | shares | 520,270 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.002 |
Aggregate Intrinsic Value, Ending | $ | $ 3,151,796 |
Number of Warrants, Exercisable | shares | 520,270 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.002 |
Aggregate Intrinsic Value, Exercisable | $ | $ 3,151,796 |
Series C Convertible Preferred Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants, Beginning Balance | shares | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | |
Weighted Average Remaining Contractual Term (years), Beginning | |
Aggregate Intrinsic Value, Beginning | $ | |
Number of Warrants, Assumed from Merger | shares | 27,500 |
Aggregate Intrinsic Value, Assumed from Merger | $ | |
Number of Warrants, Granted | shares | |
Aggregate Intrinsic Value, Granted | $ | |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Aggregate Intrinsic Value, Exercised | $ | |
Number of Warrants, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Aggregate Intrinsic Value, Forfeited | $ | |
Number of Warrants, Cancelled/Expired | shares | |
Weighted Average Exercise Price, Cancelled/Expired | $ / shares | |
Aggregate Intrinsic Value, Cancelled/Expired | $ | |
Number of Warrants, Ending Balance | shares | 27,500 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 8 |
Weighted Average Remaining Contractual Term (years), Ending Balance | 2 years 11 months 8 days |
Aggregate Intrinsic Value, Ending | $ | |
Number of Warrants, Exercisable | shares | 27,500 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 8 |
Weighted Average Remaining Contractual Term (years), Exercisable | 2 years 11 months 8 days |
Aggregate Intrinsic Value, Exercisable | $ | |
Weighted Average Exercise Price, Assumed from Merger | $ / shares | $ 8 |
Weighted Average Remaining Contractual Term (years), Assumed from Merger | 3 years 7 months 24 days |
Preferred Series C Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Weighted Average Exercise Price, Granted | $ / shares |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Feb. 16, 2022 | Dec. 09, 2021 | Aug. 05, 2021 | May 18, 2021 | Feb. 11, 2021 | Mar. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 16, 2021 | Apr. 15, 2021 |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||
Preferred stock, no par value | $ 0 | $ 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 11,576 | 11,576 | ||||||||
Options exercise price | $ 2.59 | $ 2.59 | $ 2.59 | |||||||
Proceeds from stock option exercise | $ 29,982 | |||||||||
Proceeds from warrant exercise | $ 1,189,840 | |||||||||
Merger Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common Stock, Shares Authorized | 500,000,000 | 100,000,000 | ||||||||
Securities Purchase Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 466,216 | |||||||||
Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares underlying | 36,496 | |||||||||
Exchange of sommon stock | 466,716 | |||||||||
Shares issued for services | 16,826 | |||||||||
Fair market value of shares issued for services | $ 90,002 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 11,576 | |||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 385,135 | |||||||||
Pre-funded Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercised | 466,216 | |||||||||
Pre-funded Warrants [Member] | Securities Purchase Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants issued | 466,216 | |||||||||
Common Stock Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercised | 289,058 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.06 | |||||||||
Common Stock Warrants [Member] | Warrant Holders [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercised | 289,058 | |||||||||
Proceeds from warrant exercise | $ 1,189,840 | |||||||||
Pre Funded Common Stock Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercised | 466,216 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.06 | |||||||||
Warrant [Member] | Warrant Holder [Member] | Subsequent Event [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercised | 385,135 | |||||||||
Series C Convertible Preferred Stock Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercised | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.06 | |||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 211,353 | |||||||||
Preferred stock, no par value | $ 0 | |||||||||
Preferred stock, stated value per share | 0.01 | |||||||||
Debt instrument convertible conversion price | $ 0.01 | |||||||||
Conversion of stock, description | A holder of Preferred Stock will be prohibited from converting Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company’s common stock then issued and outstanding (with such ownership restriction referred to as the “Beneficial Ownership Limitation”). However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company. | |||||||||
Preferred stock, shares outstanding | 72,992 |
Schedule of Income Tax (Benefit
Schedule of Income Tax (Benefit)/ Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | (6,219,000) | (1,958,000) |
Change in Valuation Allowance | 6,219,000 | 1,958,000 |
Income Tax Benefit |
Schedule of Reconciliation of I
Schedule of Reconciliation of Income Taxes Using Statutory U.S. Income Tax Rate and Benefit from Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. Federal Income Tax Rate | (21.00%) | (21.00%) |
New Jersey State income taxes, net of U.S. Federal tax effect | (9.00%) | (5.10%) |
Adjustment to deferred tax assets | 9.30% | 10.20% |
Other | (0.10%) | 4.80% |
Change in Valuation Allowance | 20.80% | 11.10% |
Net | 0.00% | 0.00% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Related Valuation Allowances (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Reserves and other | $ 179,000 | $ 51,000 |
Net operating loss carry-forwards | 23,526,000 | 21,514,000 |
Research and development tax credit | 610,000 | 455,000 |
Share-based compensation | 4,021,000 | 97,000 |
Valuation Allowance | (28,336,000) | (22,117,000) |
Net deferred tax asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Jan. 02, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | |||
[custom:PercentageOfNetIncomeForEachSubsequentPeriod] | 80.00% | ||
Cumulative change in ownership percentage. | 50.00% | ||
Change in valuation allowance | $ 6,219,000 | $ 1,958,000 | |
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards | 101,900,000 | 100,600,000 | |
Net operating loss carry forwards subject to expiration | $ 57,700,000 | ||
Expiration date description | December 31, 2022 through 2037 | ||
Net operating loss carry forwards not to expiration | $ 44,200,000 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards | $ 38,200,000 | $ 7,500,000 | |
Expiration date description | December 31, 2022 through 2041 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Research and Development Expense [Member] | ||
Loss Contingencies [Line Items] | ||
Cost and expenses incurred | $ 174,000 | $ 0 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Nov. 23, 2021 | Apr. 28, 2021 | May 31, 2019 | Oct. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2018 |
Related Party Transaction [Line Items] | |||||||
Total future minimum lease payments, undiscounted | $ 171,321 | ||||||
Amortization of debt discount | $ 608,460 | $ 1,191,859 | |||||
Revolving Credit Facility [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amounts paid by related party | $ 3,208,426 | ||||||
Maximum borrowing facility | $ 5,000,000 | ||||||
Borrowings accrue interest rate percentage | 5.00% | ||||||
Line of credit facility, description | The facility had an initial term | ||||||
Debt instrument, term | 18 months | ||||||
Common stock option exercise price | $ 2.59 | ||||||
Debt instrument, unamortized discount | $ 0 | 1,457,882 | |||||
Lines of credit principal balance total | 0 | 3,192,119 | |||||
Amortization of debt discount | 608,460 | 1,191,859 | |||||
Mr Williams [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party | 0 | 14,577 | |||||
Supera Aviation I LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party | 0 | 477,042 | |||||
[custom:AnnualLeasingFee] | $ 600,000 | ||||||
Operating Lease, Expense | $ 150,000 | 600,000 | |||||
Supera Aviation I LLC [Member] | Revolving Credit Facility [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing facility | $ 1,000,000 | ||||||
Expiration period | 38 months | ||||||
Expiration date | Dec. 31, 2022 | ||||||
Borrowings accrue interest rate percentage | 5.00% | ||||||
Line of credit principal balance total | $ 0 | $ 599,747 | |||||
Negotiated Settlement [Member] | Supera Aviation I LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party retired | 627,042 | ||||||
Total future minimum lease payments, undiscounted | 517,384 | ||||||
Gain (loss) on settlement related party debt | $ 109,658 | ||||||
Taglich Brothers, Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amounts paid by related party | $ 80,000 | ||||||
Taglich Brothers, Inc [Member] | Consulting Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amounts paid by related party | $ 10,000 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 16,414 | $ 0 |
401 K Plan Matches 50% [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 3.00% | |
401 K Plan Maximum 5% [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 5.00% |
Paycheck Protection Program L_2
Paycheck Protection Program Loan (Details Narrative) - USD ($) | Jun. 02, 2021 | Apr. 16, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||
Gain on debt forgiveness | $ 180,257 | |||
Paycheck Protection Program Loans [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from loans | $ 70,600 | |||
Debt interest rate | 1.00% | |||
Gain on debt forgiveness | $ 70,600 |