Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Sunshine Biopharma, Inc. |
Entity Central Index Key | 0001402328 |
Entity Tax Identification Number | 20-5566275 |
Entity Incorporation, State or Country Code | CO |
City Area Code | 332 |
Local Phone Number | 216-1147 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Document Creation Date | Feb. 01, 2024 |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 1177 Avenue of the Americas, 5th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10036 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 18,846,140 | $ 21,826,437 |
Accounts receivable | 2,034,119 | 1,912,153 |
Inventory | 4,517,044 | 3,289,945 |
Prepaid expenses | 37,556 | 283,799 |
Total Current Assets | 25,434,859 | 27,312,334 |
Property and equipment | 334,922 | 394,249 |
Intangible assets | 1,216,207 | 776,856 |
Right-of-use-asset | 664,296 | 760,409 |
TOTAL ASSETS | 27,650,284 | 29,243,848 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 2,220,870 | 2,802,797 |
Earnout payable | 2,547,831 | 3,632,000 |
Income tax payable | 201,541 | 373,191 |
Right-of-use-liability | 117,840 | 123,026 |
Total Current Liabilities | 5,088,082 | 6,931,014 |
Long-Term Liabilities: | ||
Deferred tax liability | 43,032 | 43,032 |
Right-of-use-liability | 555,687 | 642,232 |
Total Long-Term Liabilities | 598,719 | 685,264 |
TOTAL LIABILITIES | 5,686,801 | 7,616,278 |
SHAREHOLDERS' EQUITY | ||
Preferred Stock, Series B $0.10 par value per share; 1,000,000 shares authorized; 10,000 Shares issued and outstanding | 1,000 | 1,000 |
Common Stock, $0.001 par value per share; 3,000,000,000 shares authorized; 25,678,290 and 22,585,632 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 25,678 | 22,585 |
Capital paid in excess of par value | 84,387,890 | 80,841,752 |
Accumulated comprehensive income | 204,549 | 161,847 |
Accumulated (Deficit) | (62,655,634) | (59,399,614) |
TOTAL SHAREHOLDERS' EQUITY | 21,963,483 | 21,627,570 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 27,650,284 | $ 29,243,848 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 25,678,290 | 22,585,632 |
Common stock, shares outstanding | 25,678,290 | 22,585,632 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Sales | $ 5,957,668 | $ 132,808 | $ 16,412,586 | $ 405,760 |
Cost of sales | 3,967,412 | 65,783 | 10,641,461 | 200,311 |
Gross profit | 1,990,256 | 67,025 | 5,771,125 | 205,449 |
General and Administrative Expenses: | ||||
Accounting | 56,350 | 122,913 | 301,381 | 237,773 |
Consulting | 221,781 | 162,852 | 745,850 | 270,033 |
Director fees | 100,000 | 100,000 | 300,000 | 200,000 |
Legal | 133,302 | 146,467 | 392,874 | 403,386 |
Marketing | 241,897 | 217,666 | 502,987 | 400,386 |
Office | 544,215 | 76,818 | 1,422,058 | 449,730 |
R&D | 238,012 | 362,500 | 1,039,502 | 770,095 |
Salaries | 1,144,377 | 595,000 | 4,344,801 | 1,105,000 |
Taxes | 52,586 | 0 | 212,953 | 0 |
Depreciation | 37,210 | 789 | 106,797 | 6,186 |
Total General and Administrative Expenses: | 2,769,730 | 1,785,005 | 9,369,203 | 3,842,589 |
(Loss) from operations | (779,474) | (1,717,980) | (3,598,078) | (3,637,140) |
Other Income (Expense): | ||||
Foreign exchange | 40 | 25 | (206) | 45 |
Interest income | 207,431 | 260,938 | 624,361 | 406,984 |
Debt release | 0 | 0 | 0 | 10,852 |
Interest expense | (38,527) | (2) | (107,198) | (12,866) |
Total Other Income (Expense) | 168,944 | 260,961 | 516,957 | 405,015 |
Net (loss) before income taxes | (610,530) | (1,457,019) | (3,081,121) | (3,232,125) |
Provision for income taxes | (40,952) | 0 | (174,899) | 0 |
Net (Loss) | (651,482) | (1,457,019) | (3,256,020) | (3,232,125) |
Gain (Loss) from foreign exchange translation | (460,507) | (45,126) | 42,702 | (56,764) |
Comprehensive (Loss) | $ (1,111,989) | $ (1,502,145) | $ (3,213,318) | $ (3,288,889) |
Basic (Loss) per common share | $ 0.04 | $ 0.08 | $ 0.133 | $ 0.26 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Weighted average common shares outstanding (Basic) | 25,690,449 | 18,885,632 | 24,507,122 | 12,789,733 |
Weighted average common shares outstanding (Diluted) | 25,690,449 | 18,885,632 | 24,507,122 | 12,789,733 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows From Operating Activities: | ||
Net (Loss) | $ (3,256,020) | $ (3,232,125) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 106,794 | 6,186 |
Foreign exchange | (374) | 45 |
Debt release | 0 | (10,852) |
Accounts receivable | (118,482) | 7,776 |
Inventory | (1,221,112) | (163,991) |
Prepaid expenses | 247,977 | 2,235 |
Accounts payable and accrued expenses | (587,973) | 437,267 |
Income tax payable | (172,076) | 0 |
Interest payable | (1,084,169) | (48,287) |
Net Cash Flows (Used) in Operations | (6,085,435) | (3,001,746) |
Cash Flows From Investing Activities: | ||
Reduction in Right-of-use asset | 97,498 | 0 |
Purchase of intangible assets | (19,804) | 0 |
Purchase of equipment | (464,614) | 0 |
Net Cash Flows (Used) in Investing Activities | (386,920) | 0 |
Cash Flows From Financing Activities: | ||
Common stock issued | 4,089,218 | 43,560,363 |
Exercise of warrants | 1,156 | 0 |
Purchase of treasury stock | (541,143) | (99,000) |
Lease liability | (93,125) | 0 |
Payments of notes payable | 0 | (1,900,000) |
Net Cash Flows Provided by Financing Activities | 3,456,106 | 41,561,363 |
Cash and Cash Equivalents at Beginning of Period | 21,826,437 | 2,045,167 |
Net increase (decrease) in cash and cash equivalents | (3,016,249) | 38,559,617 |
Effect of exchange rate changes on cash | 0 | (105,617) |
Foreign currency translation adjustment | 35,952 | 56,764 |
Cash and Cash Equivalents at End of Period | 18,846,140 | 40,555,931 |
Supplementary Disclosure of Cash Flow Information: | ||
Cash paid for interest | 0 | 61,151 |
Cash paid for income taxes | $ 0 | $ 0 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Preferred Stock [Member] | Comprehensive Income [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 2,596 | $ 32,787,379 | $ 100,000 | $ (23,139) | $ (32,655,174) | $ 211,662 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 2,595,620 | 1,000,000 | ||||
Common stock and pre-funded warrants issued in public offering | $ 6,657 | 30,360,528 | 30,367,185 | |||
[custom:CommonStockAndPrefundedWarrantsIssuedInPrivateOfferingShares] | 6,656,526 | |||||
Exercise of warrants | $ 9,633 | 13,183,544 | 13,193,177 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 9,633,486 | |||||
Preferred stock purchased from related party | $ (99,000) | (99,000) | ||||
Stock Repurchased During Period, Shares | (990,000) | |||||
Net (loss) | (56,764) | (3,232,125) | (3,288,889) | |||
Ending balance, value at Sep. 30, 2022 | $ 18,886 | 76,331,451 | $ 1,000 | (79,903) | (35,887,299) | 40,384,135 |
Shares, Outstanding, Ending Balance at Sep. 30, 2022 | 18,885,632 | 10,000 | ||||
Beginning balance, value at Jun. 30, 2022 | $ 18,886 | 76,331,451 | $ 1,000 | (34,777) | (34,430,280) | 41,886,280 |
Shares, Outstanding, Beginning Balance at Jun. 30, 2022 | 18,885,632 | 10,000 | ||||
Net (loss) | (45,126) | (1,457,019) | (1,502,145) | |||
Ending balance, value at Sep. 30, 2022 | $ 18,886 | 76,331,451 | $ 1,000 | (79,903) | (35,887,299) | 40,384,135 |
Shares, Outstanding, Ending Balance at Sep. 30, 2022 | 18,885,632 | 10,000 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 22,585 | 80,841,752 | $ 1,000 | 161,847 | (59,399,614) | 21,627,570 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 22,585,632 | 10,000 | ||||
Repurchase of common stock | $ (514) | (540,629) | ||||
[custom:RepurchaseOfCommonStockShares] | (513,723) | |||||
Common stock and pre-funded warrants issued in a private offering | $ 2,451 | 4,086,767 | 4,089,218 | |||
Stock Issued During Period, Shares, New Issues | 2,450,000 | |||||
Exercise of warrants | $ 1,156 | 1,156 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,156,381 | |||||
Stock Repurchased During Period, Shares | 445,711 | |||||
Net (loss) | 42,702 | (3,256,020) | (3,213,318) | |||
Ending balance, value at Sep. 30, 2023 | $ 25,678 | 84,387,890 | $ 1,000 | 204,549 | (62,655,634) | 21,963,483 |
Shares, Outstanding, Ending Balance at Sep. 30, 2023 | 25,678,290 | 10,000 | ||||
Beginning balance, value at Jun. 30, 2023 | $ 25,746 | 84,422,143 | $ 1,000 | 665,056 | (62,004,152) | 23,109,793 |
Shares, Outstanding, Beginning Balance at Jun. 30, 2023 | 25,746,302 | 10,000 | ||||
Repurchase stock | $ (68) | (34,253) | ||||
[custom:RepurchaseStockShares] | (68,012) | |||||
Net (loss) | (460,507) | (651,482) | (1,111,989) | |||
Ending balance, value at Sep. 30, 2023 | $ 25,678 | $ 84,387,890 | $ 1,000 | $ 204,549 | $ (62,655,634) | $ 21,963,483 |
Shares, Outstanding, Ending Balance at Sep. 30, 2023 | 25,678,290 | 10,000 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1 – Description of Business The Company was originally incorporated under the name Mountain West Business Solutions, Inc. on August 31, 2006, in the State of Colorado. Effective October 15, 2009, the Company acquired Sunshine Biopharma, Inc. in a transaction classified as a reverse acquisition. Upon completion of the reverse acquisition transaction, the Company changed its name to Sunshine Biopharma, Inc. and began operating as a pharmaceutical company. In addition to conducting its own drug development activities, Sunshine Biopharma operates two wholly owned subsidiaries: (i) Nora Pharma Inc. (“Nora Pharma”), a Canadian corporation with a portfolio of pharmaceutical products consisting of 51 generic prescription drugs on the market in Canada, and (ii) Sunshine Biopharma Canada Inc. (“Sunshine Canada”), a Canadian corporation which develops and sells nonprescription over-the-counter (“OTC”) products. In addition to the 51 generic prescription drugs currently on the market in Canada, the Company has 32 additional generic prescription drugs scheduled to be launched in 2024 and 2025 in Canada. The Company has determined that it has two reportable segments: · Prescription Generic Pharmaceuticals (“Generic Pharmaceuticals”) · Nonprescription Over-The-Counter Products (“OTC Products) Through December 31, 2022 and as of September 30, 2023, sales from the Generic Pharmaceuticals segment represented approximately 97 3 The Company is not subject to material customer concentration risks as it sells its products directly to pharmacies in several Canadian Provinces. Provincial governments in Canada reimburse patients for their prescription drugs expenditures to various degrees under drug reimbursement programs, making generic drugs prices highly dependent on government regulations which may change over time. The most recent negotiations between the pan-Canadian Pharmaceutical Alliance and the Canadian Generic Pharmaceutical Association have resulted in updated generic pricing for certain products which took effect on October 1, 2023. The updated prices are valid for three years and the agreement contains an option to extend for an additional two years. In addition, the Company is engaged in the development of the following proprietary drugs: · Adva-27a, a small chemotherapy molecule for treatment of pancreatic cancer (IND-enabling studies were paused on November 2, 2023 due to unfavorable results. See Note 13 – Subsequent Events · K1.1 mRNA, a lipid nano-particle (LNP) targeted for liver cancer · SBFM-PL4, a protease inhibitor for treatment of Coronavirus infections |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2 – Basis of Presentation The unaudited financial statements of the Company for the nine months periods ended September 30, 2023 and 2022 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2022, was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 4, 2023. These financial statements should be read in conjunction with that report. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement | |
Private Placement | Note 3 – Private Placement On May 16, 2023, the Company completed a private placement pursuant to a securities purchase agreement with a single institutional investor for gross proceeds of approximately $ 5 4,089,218 In connection with the private placement, the Company issued (i) 2,450,000 shares of common stock, (ii) 3,502,381 pre-funded warrants (the “May Pre-Funded Warrants”), and (iii) 1,156,381 1,156 |
Acquisition of Nora Pharma Inc.
Acquisition of Nora Pharma Inc. | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of Nora Pharma Inc. | Note 4 – Acquisition of Nora Pharma Inc. On October 20, 2022, the Company acquired all of the issued and outstanding shares of Nora Pharma Inc. The purchase price for the shares was $ 18,860,637 14,346,637 3,700,000 4,514,000 The following table summarizes the allocation of the purchase price as of October 20, 2022, the acquisition date using Nora Pharma’s balance sheet assets and liabilities: Schedule of allocation of purchase price Accounts receivable $ 1,358,121 Inventory 3,181,916 Intangible assets 659,571 Equipment & furniture 210,503 Other assets 1,105,093 Total assets 6,515,204 Liabilities assumed (5,981,286 ) Net assets 533,918 Goodwill 18,326,719 Total Consideration $ 18,860,637 The value of the 3,700,000 common shares issued as part of the consideration paid for Nora Pharma was determined based on the closing market price of the Company’s common shares on the acquisition date, October 20, 2022 ($1.22 per share). The Company impaired 100% of the goodwill amount in 2022 and plans to depreciate the intangible assets as detailed in Note 5 below. As part of the consideration paid for Nora Pharma, the Company agreed to a $ 5,000,000 3,632,000 1,084,169 2,547,831 The unaudited financial information in the table below summarizes the combined results of operations of the Company and Nora Pharma for the years ended December 31, 2022 and 2021, on a pro forma basis, as though the two companies had been combined as of January 1, 2021. The unaudited pro forma financial information does not purport to be indicative of the Company's combined results of operations which would have been obtained had the acquisition taken place on January 1, 2021, nor should it be taken as indicative of future consolidated results of operations: Schedule of Pro Forma results from acquisition Pro Forma Results From Acquisition December 31, December 31, Total revenues $ 14,758,115 $ 7,927,165 Net (loss) from operations $ (26,192,503 ) $ (2,224,253 ) Net (loss) $ (26,164,764 ) $ (12,289,655 ) Basic and fully diluted (loss) per share $ (1.74 ) $ (4.70 ) Weighted average number of shares outstanding 15,056,097 2,612,061 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 – Intangible Assets Intangible assets, net, consisted of the following at September 30, 2023: Schedule of intangible assets Balance June 30, 2023 $ 1,233,570 Dossier fee additions 13,905 Balance at September 30, 2023 1,247,475 Less accumulated amortization (31,268 ) Finite-lived intangible assets, net, at September 30, 2023 $ 1,216,207 Balance December 31, 2022 $ 776,856 Dossier fee additions 470,619 Balance at September 30, 2023 1,247,475 Less accumulated amortization (31,268 ) Finite-lived intangible assets, net, at September 30, 2023 $ 1,216,207 Amortization expense for the three months period ended September 30, 2023, and the nine months period ended September 30, 2023, amounted to $ 10,797 26,746 As of September 30, 2023, estimated amortization expense of the Company’s intangible assets for each of the next five years is as follows: Schedule of estimated amortization expense 2024 $ 55,418 2025 55,418 2026 54,240 2027 15,599 2028 7,370 |
Reverse Stock Splits
Reverse Stock Splits | 9 Months Ended |
Sep. 30, 2023 | |
Reverse Stock Splits | |
Reverse Stock Splits | Note 6 – Reverse Stock Splits Effective February 9, 2022, the Company completed a 1 for 200 reverse split |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Capital Stock | Note 7 – Capital Stock The Company’s authorized capital is comprised of 3,000,000,000 0.001 30,000,000 0.10 1,000,000 10,000 On February 17, 2022, the Company completed a public offering and received net proceeds of $ 6,833,071 1,882,353 4,102,200 On February 22, 2022, the Company redeemed 990,000 0.11 On March 14, 2022, the Company completed a private placement and received net proceeds of $ 6,781,199 2,301,353 On April 28, 2022, the Company completed another private placement and received net proceeds of $ 16,752,915 2,472,820 On October 20, 2022, the Company issued 3,700,000 4,514,000 On January 19, 2023, the Company announced a stock repurchase program of up to $ 2 445,711 506,822 On May 16, 2023, the Company completed a private placement pursuant to a securities purchase agreement with a single institutional investor for gross proceeds of approximately $ 5 million, before deducting fees to the placement agent and other offering expenses payable by the Company. The net proceeds received by the Company were $ 4,089,218 . In connection with the private placement, the Company issued (i) 2,450,000 shares of common stock, (ii) 3,502,381 pre-funded warrants (the “May Pre-Funded Warrants”), and (iii) In 2022 and the first six months of 2023, the Company issued a total of 10,789,867 13,194,335 In July 2023, the Company repurchased a total of 68,012 34,321 As of September 30, 2023 and December 31, 2022, the Company has a total of 25,678,290 22,585,632 The Company has declared no |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Warrants | Note 8 – Warrants The Company accounts for issued warrants either as a liability or equity in accordance with ASC 480-10 or ASC 815-40. Under ASC 480-10, warrants are considered a liability if they are mandatorily redeemable and they require settlement in cash, other assets, or a variable number of shares. If warrants do not meet liability classification under ASC 480-10, the Company considers the requirements of ASC 815-40 to determine whether the warrants should be classified as a liability or as equity. Under ASC 815-40, contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence of the triggering event. Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the warrants after the issuance date is recorded in the consolidated statements of operations as a gain or loss. If warrants do not require liability classification under ASC 815-40, in order to conclude warrants should be classified as equity, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP standard. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. In 2022 and during the first nine months of 2023, the Company completed four financing events, and in connection therewith, it issued warrants as follows: Schedule of warrants issued with financing Type Number Exercise Price Expiry Date Pre-Funded Warrants 3,692,276 $0.001 Unlimited Tradeable Warrants 4,102,200 $ 2.22 February 2027 Investor Warrants 3,603,604 $2.22 March 2027 April Warrants 9,725,690 $3.76 April 2027 May Pre-Funded Warrants 3,502,381 $0.001 Unlimited May Investor Warrants 11,904,762 $0.59 November 2028 * The Tradeable Warrants had an initial exercise price of $4.25, subject to adjustment. Upon the closing of the Company's private placement on March 14, 2022, the exercise price of the Tradeable Warrants was reduced to $2.22, in accordance with the terms thereof. As of September 30, 2023, all of the Pre-Funded Warrants and a total of 3,138,507 2,802,703 1,156,381 13,194,335 The Company’s outstanding warrants at September 30, 2023 consisted of the following: Schedule of outstanding warrants Type Number Exercise Price Expiry Date Pre-Funded Warrants None $0.001 Unlimited Tradeable Warrants 963,693 $ 2.22 February 2027 Investor Warrants 800,901 $2.22 March 2027 April Warrants 9,725,690 $3.76 April 2027 May Pre-Funded Warrants 2,346,000 $0.001 Unlimited May Investor Warrants 11,904,762 $0.59 November 2028 * On October 12, 2023, the Company held a special meeting of the holders of its outstanding Tradeable Warrants in which a majority of the holders approved an amendment to the Warrant Agent Agreement to reduce the exercise price of the Tradeable Warrants to $0.11 per warrant. The amendment was executed on October 18, 2023. |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Note 9 – Net Loss Per Common Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, taking into consideration common stock equivalents. In February 2022, the Company issued 4,102,200 3,603,604 9,725,690 11,904,762 3,138,507 2,802,703 963,693 800,901 9,725,690 11,904,762 In March and April 2022, the Company issued and sold Pre-Funded Warrants to purchase an aggregate of 3,692,276 In May 2023, the Company issued and sold May Pre-Funded Warrants to purchase an aggregate of 3,502,381 shares of common stock at a nominal exercise price of $0.001 per share. During the nine months ended September 30, 2023, 1,156,381 of these warrants were exercised leaving 2,346,000 outstanding. These warrants were not included in the calculation of weighted average outstanding shares as they would be ant-dilutive. |
Lease
Lease | 9 Months Ended |
Sep. 30, 2023 | |
Lease | |
Lease | Note 10 – Lease The Company has obligations as a lessee for office space with initial non-cancellable terms in excess of one year. The Company classified the lease as an operating lease. The lease contains a renewal option for a period of five years. Because the Company is certain to exercise the renewal option, the optional period is included in determining the lease term, and associated payments under the renewal option are included in the lease payments. The Company’s lease does not include termination options for either party to the lease or restrictive financial or other covenants. Payments due under the lease contract include fixed payments plus a variable Payment. The Company’s office space lease requires it to make variable payments for the Company’s proportionate share of building’s property taxes, insurance, and common area maintenance. These variable lease payments are not included in lease payments used to determine lease liability and are recognized as variable costs when incurred. Amounts reported on the balance sheet as of September 30, 2023 were as follows: Schedule of lease information Operating lease ROU asset $ 664,296 Operating Lease liability - Short-term $ 117,840 Operating lease liability - Long-term $ 555,687 Remaining lease term 6 years 3 months Discount rate 6 Amounts disclosed for ROU assets obtained in exchange for lease obligations and reductions of ROU assets resulting from reductions of lease obligations include amounts reduced from the carrying amount of ROU assets resulting from deferred rent. Maturities of lease liabilities under non-cancellable operating leases at September 30, 2023 are as follows: Schedule of maturities of lease liabilities 2023 $ 30,124 2024 116,090 2025 116,277 2026 110,134 2027 103,736 Thereafter 197,166 |
Management and Director Compens
Management and Director Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Management And Director Compensation | |
Management and Director Compensation | Note 11 – Management and Director Compensation The Company paid its officers cash compensation totaling $ 245,000 362,500 1,290,000 770,095 The Company paid its directors cash compensation totaling $ 100,000 300,000 100,000 200,000 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 – Income Taxes In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes. The Company’s interim effective tax rate, inclusive of discrete items, for the nine-month periods ended September 30, 2023 and 2022 was 26.83 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events On October 12, 2023, the Company held a special meeting of the holders of its outstanding Tradeable Warrants in which the holders of the majority of the outstanding Tradeable Warrants approved an amendment to the Warrant Agent Agreement to (i) reduce the exercise price of the Tradeable Warrants to $0.11, subject to further adjustment as provided therein, and (ii) eliminate the provision that prohibits the Company’s CEO from exercising his voting rights under his Series B Preferred Stock. In December 2022, the Company had entered into a research agreement with the Jewish General Hospital (“JGH”), Montreal, Canada to conduct IND-enabling studies of the Company’s anticancer drug candidate, Adva-27a (the “Research Agreement”). In August 2023, the Company was advised by JGH that the lab results on testing of the Adva-27a molecule were not favorable. After conclusion of an internal review of the lab results on November 2, 2023, the Company provided notice of termination of the Research Agreement, which will become effective on December 2, 2023, pursuant to the terms of the Research Agreement. The Company has now paused the IND-enabling studies of Adva-27a pending a review of the possibility of chemical modification of the compound to address the suboptimal performance of the molecule in certain studies. |
Acquisition of Nora Pharma In_2
Acquisition of Nora Pharma Inc. (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of allocation of purchase price | Schedule of allocation of purchase price Accounts receivable $ 1,358,121 Inventory 3,181,916 Intangible assets 659,571 Equipment & furniture 210,503 Other assets 1,105,093 Total assets 6,515,204 Liabilities assumed (5,981,286 ) Net assets 533,918 Goodwill 18,326,719 Total Consideration $ 18,860,637 |
Schedule of Pro Forma results from acquisition | Schedule of Pro Forma results from acquisition Pro Forma Results From Acquisition December 31, December 31, Total revenues $ 14,758,115 $ 7,927,165 Net (loss) from operations $ (26,192,503 ) $ (2,224,253 ) Net (loss) $ (26,164,764 ) $ (12,289,655 ) Basic and fully diluted (loss) per share $ (1.74 ) $ (4.70 ) Weighted average number of shares outstanding 15,056,097 2,612,061 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Balance June 30, 2023 $ 1,233,570 Dossier fee additions 13,905 Balance at September 30, 2023 1,247,475 Less accumulated amortization (31,268 ) Finite-lived intangible assets, net, at September 30, 2023 $ 1,216,207 Balance December 31, 2022 $ 776,856 Dossier fee additions 470,619 Balance at September 30, 2023 1,247,475 Less accumulated amortization (31,268 ) Finite-lived intangible assets, net, at September 30, 2023 $ 1,216,207 |
Schedule of estimated amortization expense | Schedule of estimated amortization expense 2024 $ 55,418 2025 55,418 2026 54,240 2027 15,599 2028 7,370 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Schedule of warrants issued with financing | Schedule of warrants issued with financing Type Number Exercise Price Expiry Date Pre-Funded Warrants 3,692,276 $0.001 Unlimited Tradeable Warrants 4,102,200 $ 2.22 February 2027 Investor Warrants 3,603,604 $2.22 March 2027 April Warrants 9,725,690 $3.76 April 2027 May Pre-Funded Warrants 3,502,381 $0.001 Unlimited May Investor Warrants 11,904,762 $0.59 November 2028 * The Tradeable Warrants had an initial exercise price of $4.25, subject to adjustment. Upon the closing of the Company's private placement on March 14, 2022, the exercise price of the Tradeable Warrants was reduced to $2.22, in accordance with the terms thereof. |
Schedule of outstanding warrants | Schedule of outstanding warrants Type Number Exercise Price Expiry Date Pre-Funded Warrants None $0.001 Unlimited Tradeable Warrants 963,693 $ 2.22 February 2027 Investor Warrants 800,901 $2.22 March 2027 April Warrants 9,725,690 $3.76 April 2027 May Pre-Funded Warrants 2,346,000 $0.001 Unlimited May Investor Warrants 11,904,762 $0.59 November 2028 * On October 12, 2023, the Company held a special meeting of the holders of its outstanding Tradeable Warrants in which a majority of the holders approved an amendment to the Warrant Agent Agreement to reduce the exercise price of the Tradeable Warrants to $0.11 per warrant. The amendment was executed on October 18, 2023. |
Lease (Tables)
Lease (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Lease | |
Schedule of lease information | Schedule of lease information Operating lease ROU asset $ 664,296 Operating Lease liability - Short-term $ 117,840 Operating lease liability - Long-term $ 555,687 Remaining lease term 6 years 3 months Discount rate 6 |
Schedule of maturities of lease liabilities | Schedule of maturities of lease liabilities 2023 $ 30,124 2024 116,090 2025 116,277 2026 110,134 2027 103,736 Thereafter 197,166 |
Description of Business (Detail
Description of Business (Details Narrative) - Revenue Benchmark [Member] - Product Concentration Risk [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Generic Pharmaceuticals [Member] | |
Product Information [Line Items] | |
Concentration Risk, Percentage | 97% |
OTC Products [Member] | |
Product Information [Line Items] | |
Concentration Risk, Percentage | 3% |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 9 Months Ended | |
May 16, 2023 | Sep. 30, 2023 | |
Common Stock [Member] | ||
Securities Financing Transaction [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 2,450,000 | |
Single Healthcare Focused Institutional Investor [Member] | ||
Securities Financing Transaction [Line Items] | ||
Gross proceeds from private placement | $ 5,000,000 | |
Net proceeds from private placement | $ 4,089,218 | |
Single Healthcare Focused Institutional Investor [Member] | May Pre Funded Warrants [Member] | ||
Securities Financing Transaction [Line Items] | ||
Net proceeds from private placement | $ 1,156 | |
Stock Issued During Period, Shares, New Issues | 3,502,381 | 1,156,381 |
Single Healthcare Focused Institutional Investor [Member] | Common Stock [Member] | ||
Securities Financing Transaction [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 2,450,000 |
Acquisition of Nora Pharma In_3
Acquisition of Nora Pharma Inc. (Details) - Nora Pharma [Member] | Oct. 20, 2022 USD ($) |
Business Acquisition [Line Items] | |
Business combination, account receivable | $ 1,358,121 |
Business combination, inventory | 3,181,916 |
Business combination, intangible assets | 659,571 |
Business combination, equipment and furniture | 210,503 |
Business combination, other assets | 1,105,093 |
Business combination, total assets | 6,515,204 |
Business combination, liabilities assumed | (5,981,286) |
Business combination, net assets | 533,918 |
Business combination, goodwill | 18,326,719 |
Business combination, total consideration | $ 18,860,637 |
Acquisition of Nora Pharma In_4
Acquisition of Nora Pharma Inc. (Details - Pro Forma results) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Total revenues | $ 14,758,115 | $ 7,927,165 |
Net (loss) from operations | (26,192,503) | (2,224,253) |
Net (loss) | $ (26,164,764) | $ (12,289,655) |
Nora Pharma [Member] | ||
Business Acquisition [Line Items] | ||
Basic (loss) per share | $ (1.74) | $ (4.70) |
Fully diluted (loss) per share | $ (1.74) | $ (4.70) |
Weighted average number of shares outstanding, Basic | 15,056,097 | 2,612,061 |
Weighted average number of shares outstanding, Diluted | 15,056,097 | 2,612,061 |
Acquisition of Nora Pharma In_5
Acquisition of Nora Pharma Inc. (Details Narrative) | 9 Months Ended | |||
Oct. 20, 2022 USD ($) shares | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 20, 2022 CAD ($) | |
Business Acquisition [Line Items] | ||||
Earnout payable | $ 2,547,831 | $ 3,632,000 | ||
Nora Pharma [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price of shares | $ 18,860,637 | |||
Payments to acquire shares | $ 14,346,637 | |||
Stock issued for acquisition | shares | 3,700,000 | |||
Stock issued for acquisition, value | $ 4,514,000 | |||
Nora Pharma [Member] | Malek Chamoun [Member] | ||||
Business Acquisition [Line Items] | ||||
Earnout payable | $ 3,632,000 | 2,547,831 | $ 5,000,000 | |
Payment of earnout liability | $ 1,084,169 |
Intangible Assets (Details)
Intangible Assets (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite lived intangible assets, beginning balance | $ 1,233,570 | $ 776,856 |
Dossier fee additions | 13,905 | 470,619 |
Finite lived intangible assets, ending balance | 1,247,475 | 1,247,475 |
Less accumulated amortization | (31,268) | (31,268) |
Finite lived intangible assets, net | $ 1,216,207 | $ 1,216,207 |
Intangible Assets (Details - Am
Intangible Assets (Details - Amortization schedule) | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 55,418 |
2025 | 55,418 |
2026 | 54,240 |
2027 | 15,599 |
2028 | $ 7,370 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 10,797 | $ 26,746 |
Reverse Stock Splits (Details N
Reverse Stock Splits (Details Narrative) | Feb. 09, 2022 |
First Reverse Stock Split [Member] | |
Offsetting Assets [Line Items] | |
Reverse stock split | 1 for 200 reverse split |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 16, 2023 | Oct. 20, 2022 | Apr. 28, 2022 | Mar. 14, 2022 | Feb. 22, 2022 | Feb. 17, 2022 | Jul. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jan. 19, 2023 | ||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Stock repurchase program amount | $ 2,000,000 | ||||||||||||
Aggregate net proceeds | $ 1,156 | $ 0 | |||||||||||
Common stock, shares outstanding | 25,678,290 | 22,585,632 | |||||||||||
Dividends | $ 0 | ||||||||||||
Stock Issued For Warrant Exercises [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued, shares | 10,789,867 | 10,789,867 | |||||||||||
Warrants Exercised [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Aggregate net proceeds | $ 13,194,335 | $ 13,194,335 | |||||||||||
Nora Pharma Inc [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued for acquisition, shares | 3,700,000 | ||||||||||||
Stock issued for acquisition, value | $ 4,514,000 | ||||||||||||
Private Placement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Net proceeds issuance of private placement | $ 16,752,915 | $ 6,781,199 | |||||||||||
Single Healthcare Focused Institutional Investor [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
[custom:GrossProceedsFromIssuanceOfPrivatePlacement] | $ 5,000,000 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 4,089,218 | ||||||||||||
Tradeable Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants issued, shares | 4,102,200 | ||||||||||||
Exercise price of warrants | [1],[2] | $ 2.22 | |||||||||||
Common Stock Member And Investor Warrants [Member] | Private Placement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued new, shares | 2,301,353 | ||||||||||||
Common Stock Member And April Warrants [Member] | Private Placement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued new, shares | 2,472,820 | ||||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Payment for stock repurchased | $ 506,822 | ||||||||||||
May Pre Funded Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants issued, shares | 3,502,381 | ||||||||||||
Exercise price of warrants | $ 0.001 | ||||||||||||
May Pre Funded Warrants [Member] | Single Healthcare Focused Institutional Investor [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued new, shares | 3,502,381 | 1,156,381 | |||||||||||
Proceeds from Issuance of Private Placement | $ 1,156 | ||||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued new, shares | 2,450,000 | ||||||||||||
Stock repurchased, shares | 68,012 | 445,711 | |||||||||||
Payment for stock repurchased | $ 34,321 | ||||||||||||
Common stock, shares outstanding | 25,678,290 | 22,585,632 | |||||||||||
Common Stock [Member] | Single Healthcare Focused Institutional Investor [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued new, shares | 2,450,000 | ||||||||||||
Public Offering [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Net proceeds issuance of private placement | $ 6,833,071 | ||||||||||||
Public Offering [Member] | Tradeable Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants issued, shares | 4,102,200 | ||||||||||||
Exercise price of warrants | $ 0.11 | ||||||||||||
Public Offering [Member] | Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued new, shares | 1,882,353 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||||
Preferred stock, par value | $ 0.10 | $ 0.10 | |||||||||||
Preferred stock, shares issued | 10,000 | 10,000 | |||||||||||
Number of shares redeemed | 990,000 | ||||||||||||
Director [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 30,000,000 | ||||||||||||
Preferred stock, par value | $ 0.10 | ||||||||||||
Chief Executive Officer [Member] | Series B Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares issued | 10,000 | ||||||||||||
[1]On October 12, 2023, the Company held a special meeting of the holders of its outstanding Tradeable Warrants in which a majority of the holders approved an amendment to the Warrant Agent Agreement to reduce the exercise price of the Tradeable Warrants to $0.11 per warrant. The amendment was executed on October 18, 2023.[2]The Tradeable Warrants had an initial exercise price of $4.25, subject to adjustment. Upon the closing of the Company's private placement on March 14, 2022, the exercise price of the Tradeable Warrants was reduced to $2.22, in accordance with the terms thereof. |
Warrants (Details - Warrants is
Warrants (Details - Warrants issued with financing) | 9 Months Ended | |
Sep. 30, 2023 $ / shares shares | ||
Pre Funded Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 3,692,276 | |
Exercise price | $ / shares | $ 0.001 | |
Expiry date | Unlimited | |
Tradeable Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 4,102,200 | |
Exercise price | $ / shares | $ 2.22 | [1],[2] |
Expiry date | February 2027 | |
Investor Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 3,603,604 | |
Exercise price | $ / shares | $ 2.22 | |
Expiry date | March 2027 | |
April Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 9,725,690 | |
Exercise price | $ / shares | $ 3.76 | |
Expiry date | April 2027 | |
May Pre Funded Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 3,502,381 | |
Exercise price | $ / shares | $ 0.001 | |
Expiry date | Unlimited | |
May Investor Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants | shares | 11,904,762 | |
Exercise price | $ / shares | $ 0.59 | |
Expiry date | November 2028 | |
[1]On October 12, 2023, the Company held a special meeting of the holders of its outstanding Tradeable Warrants in which a majority of the holders approved an amendment to the Warrant Agent Agreement to reduce the exercise price of the Tradeable Warrants to $0.11 per warrant. The amendment was executed on October 18, 2023.[2]The Tradeable Warrants had an initial exercise price of $4.25, subject to adjustment. Upon the closing of the Company's private placement on March 14, 2022, the exercise price of the Tradeable Warrants was reduced to $2.22, in accordance with the terms thereof. |
Warrants (Details - Warrants ou
Warrants (Details - Warrants outstanding) | 9 Months Ended | |
Sep. 30, 2023 $ / shares shares | ||
Pre Funded Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants outstanding | shares | 0 | |
Exercise price | $ / shares | $ 0.001 | |
Expiry date | Unlimited | |
Tradeable Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants outstanding | shares | 963,693 | |
Exercise price | $ / shares | $ 2.22 | [1],[2] |
Expiry date | February 2027 | |
Investor Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants outstanding | shares | 800,901 | |
Exercise price | $ / shares | $ 2.22 | |
Expiry date | March 2027 | |
April Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants outstanding | shares | 9,725,690 | |
Exercise price | $ / shares | $ 3.76 | |
Expiry date | April 2027 | |
May Pre Funded Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants outstanding | shares | 2,346,000 | |
Exercise price | $ / shares | $ 0.001 | |
Expiry date | Unlimited | |
May Investor Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants outstanding | shares | 11,904,762 | |
Exercise price | $ / shares | $ 0.59 | |
Expiry date | November 2028 | |
[1]On October 12, 2023, the Company held a special meeting of the holders of its outstanding Tradeable Warrants in which a majority of the holders approved an amendment to the Warrant Agent Agreement to reduce the exercise price of the Tradeable Warrants to $0.11 per warrant. The amendment was executed on October 18, 2023.[2]The Tradeable Warrants had an initial exercise price of $4.25, subject to adjustment. Upon the closing of the Company's private placement on March 14, 2022, the exercise price of the Tradeable Warrants was reduced to $2.22, in accordance with the terms thereof. |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Proceeds from Warrant Exercises | $ 1,156 | $ 0 |
Tradeable Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants exercised | 3,138,507 | |
Investor Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants exercised | 2,802,703 | |
May Pre Funded Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants exercised | 1,156,381 | |
All Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Proceeds from Warrant Exercises | $ 13,194,335 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details Narrative) - shares | 1 Months Ended | 9 Months Ended | |||
May 31, 2023 | Apr. 30, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Sep. 30, 2023 | |
Tradeable Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Warrants issued, shares | 4,102,200 | ||||
Warrant exercised | 3,138,507 | ||||
Warrants outstanding, shares | 963,693 | ||||
Investor Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Warrants issued, shares | 3,603,604 | ||||
Warrant exercised | 2,802,703 | ||||
Warrants outstanding, shares | 800,901 | ||||
April Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Warrants issued, shares | 9,725,690 | ||||
Warrants outstanding, shares | 9,725,690 | ||||
May Investor Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Warrants issued, shares | 11,904,762 | ||||
Warrants outstanding, shares | 11,904,762 | ||||
Pre Funded Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Warrants issued, shares | 3,692,276 | ||||
Warrant exercised | 3,692,276 | 3,692,276 | 1,156,381 | ||
Warrants outstanding, shares | 0 | ||||
Pre Funded Warrant [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Warrants issued, shares | 3,502,381 | ||||
May Pre Funded Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Warrants issued, shares | 3,502,381 | ||||
Warrant exercised | 1,156,381 | ||||
Warrants outstanding, shares | 2,346,000 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,346,000 | ||||
Company Public Offering [Member] | Tradeable Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Warrants issued, shares | 4,102,200 | ||||
Two Private Placements [Member] | Investor Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Warrants issued, shares | 3,603,604 | ||||
Two Private Placements [Member] | April Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Warrants issued, shares | 9,725,690 | ||||
Two Private Placements [Member] | May Investor Warrants [Member] | |||||
Securities Financing Transaction [Line Items] | |||||
Warrants issued, shares | 11,904,762 |
Lease (Details - Lease informat
Lease (Details - Lease information) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Lease | ||
Operating lease ROU asset | $ 664,296 | $ 760,409 |
Operating Lease liability - Short-term | 117,840 | 123,026 |
Operating lease liability - Long-term | $ 555,687 | $ 642,232 |
Remaining lease term | 6 years 3 months | |
Discount rate | 6% |
Lease (Details - Maturities of
Lease (Details - Maturities of lease payments) | Sep. 30, 2023 USD ($) |
Lease | |
2023 | $ 30,124 |
2024 | 116,090 |
2025 | 116,277 |
2026 | 110,134 |
2027 | 103,736 |
Thereafter | $ 197,166 |
Management and Director Compe_2
Management and Director Compensation (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Management And Director Compensation | ||||
Officers cash compensation | $ 245,000 | $ 362,500 | $ 1,290,000 | $ 770,095 |
Directors cash compensation | $ 100,000 | $ 100,000 | $ 300,000 | $ 200,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, Percent | 26.83% | 26.83% |