Rebus (RBSH) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 11, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-55331
Entity Registrant Name	REBUS HOLDINGS, INC.
Entity Central Index Key	0001421204
Entity Tax Identification Number	20-0438951
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2629 Townsgate Road
Entity Address, Address Line Two	Suite 215
Entity Address, City or Town	Westlake Village
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91361
City Area Code	818
Local Phone Number	597-7552
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		32,132,907

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 5,000	$ 5,000
Total current assets	5,000	5,000
Total assets	5,000	5,000
Current liabilities:
Accrued expenses	2,098,000	2,078,000
Derivative liability	1,166,000	880,000
Total current liabilities	5,662,000	5,242,000
Total liabilities	5,662,000	5,242,000
Commitments and contingencies (Note 7)
Stockholders’ deficit:
Common stock, par value $.0001 per share; 1,000,000,000 shares authorized, 32,132,907 and 32,132,907 shares issued and outstanding, respectively	3,000	3,000
Additional paid-in capital	60,061,000	60,057,000
Accumulated deficit	(65,721,000)	(65,297,000)
Total stockholders’ deficit	(5,657,000)	(5,237,000)
Total liabilities and stockholders’ deficit	5,000	5,000
Convertible Preferred Stock [Member]
Stockholders’ deficit:
Convertible preferred stock value
Series A Preferred Stock [Member]
Stockholders’ deficit:
Convertible preferred stock value
Series B Preferred Stock [Member]
Stockholders’ deficit:
Convertible preferred stock value
Series C Preferred Stock [Member]
Stockholders’ deficit:
Convertible preferred stock value
Series D Preferred Stock [Member]
Stockholders’ deficit:
Convertible preferred stock value
Series E Preferred Stock [Member]
Stockholders’ deficit:
Convertible preferred stock value
Series F Preferred Stock [Member]
Stockholders’ deficit:
Convertible preferred stock value
Nonrelated Party [Member]
Current liabilities:
Accounts payable	1,748,000	1,664,000
Convertible debentures	20,000	20,000
Related Party [Member]
Current liabilities:
Accounts payable	340,000	310,000
Convertible debentures	$ 290,000	$ 290,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	32,132,907	32,132,907
Common stock, shares outstanding	32,132,907	32,132,907
Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	29,978,846	29,978,846
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,854	1,854
Preferred stock, shares issued	134	134
Preferred stock, shares outstanding	134	134
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	71	71
Preferred stock, shares outstanding	71	71
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	300	300
Preferred stock, shares issued	290	290
Preferred stock, shares outstanding	290	290
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000	5,000
Preferred stock, shares issued	5,000	5,000
Preferred stock, shares outstanding	5,000	5,000
Series E Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000	5,000
Preferred stock, shares issued	5,000	5,000
Preferred stock, shares outstanding	5,000	5,000
Series F Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	8,000	8,000
Preferred stock, shares issued	8,000	8,000
Preferred stock, shares outstanding	8,000	8,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Losses (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses:
Research and development	$ 22,000	$ 18,000
General and administrative, including related party expense of $30 and $36, respectively	112,000	132,000
Total operating expenses	134,000	150,000
Loss from operations	(134,000)	(150,000)
Other income (expense):
Loss on change in fair value of derivative liability	(286,000)	(399,000)
Gain (loss) on conversion of debt		(23,746)
Interest (expense), net	(4,000)	(33,000)
Loss before provision for income taxes	(424,000)	(606,000)
Provision for income taxes
Net loss	$ (424,000)	$ (606,000)
Net loss per common share, basic and diluted	$ (0.01)	$ (0.02)
Weighted average shares outstanding, basic and diluted	32,132,907	30,861,790

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Losses (Unaudited) - Parenthetical - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Related Party [Member]
Related Party Transaction [Line Items]
Related party expense	$ 30	$ 36

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Preferred Stock [Member] Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021		$ 1	$ 59,254	$ (64,277)	$ (5,022)
Beginning balance, shares at Dec. 31, 2021	18,495	11,769,221
Conversion of notes		$ 2	788		790
Conversion of notes, shares		20,363,686
Net loss				(606)	(606)
Ending balance, value at Mar. 31, 2022		$ 3	60,042	(64,883)	(4,838)
Ending balance, shares at Mar. 31, 2022	18,495	32,132,907
Beginning balance, value at Dec. 31, 2022		$ 3	60,057	(65,297)	(5,237)
Beginning balance, shares at Dec. 31, 2022	18,495	32,132,907
Net loss				(424)	(424)
Imputed interest on notes			4		4
Ending balance, value at Mar. 31, 2023		$ 3	$ 60,061	$ (65,721)	$ (5,657)
Ending balance, shares at Mar. 31, 2023	18,495	32,132,907

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (424,000)	$ (606,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on change in fair value of derivative liability	286,000	399,000
Imputed interest on notes payable	4,000
Loss on conversion of debt		23,746
Amortization of debt discount		33,000
Changes in operating assets and liabilities:
Prepaid expenses		2,000
Accounts payable and accrued expenses	104,000	(2,000)
Accounts payable - related party	30,000	26,000
Cash used in operating activities		(124,000)
Cash flows from financing activities:
Net increase (decrease) in cash		(124,000)
Cash, beginning of period	5,000	711,000
Cash, end of period	$ 5,000	$ 587,000

BACKGROUND

BACKGROUND	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BACKGROUND	NOTE 1 – BACKGROUND Rebus Holdings, Inc. (“we”, “us”, “our company”, “our”, “Rebus,” “Rebus Holdings,” or the “Company”) was formed under the laws of the State of Delaware in November 2003, and has its principal office in Westlake Village, California. We are focused on the research and development of novel targeted precision therapeutics for the treatment of cancer. Our approach utilizes our proprietary delivery technology to better enhance immuno-modulation for improved therapeutic outcomes. Our potential first-in-class immune-oncology lead asset, RT-AR001, an adenosine receptor A2B antagonist, is differentiated by its novel microparticle formulation that allows for better tumor infiltration and enhanced outcomes when administered intra-tumorally. Our patented portfolio of adenosine receptor antagonists provides flexibility to optimize treatment based on the specific targets found in each type of cancer. The adenosine receptor modulators include A 2B antagonists, dual A 2A /A 2B antagonists, and A 2A antagonists that have broad development applicability including indications within immuno-oncology and inflammation. Adenosine is implicated in immunosuppression in the tumor microenvironment. Adenosine receptor antagonists may boost the host immune response against the tumor as a single-agent and in combination with other existing immuno-oncology agents leading to enhanced tumor killing and inhibition of metastasis. Adenosine also has anti-inflammatory properties in the acute and chronic setting. Adenosine receptor antagonists may promote a decreased inflammatory response and can potentially treat a broad range of inflammatory and autoimmune based diseases and conditions (e.g., rheumatoid arthritis, joint injury, Crohn’s disease, psoriasis) as well as improve wound healing and decrease pain. In October 2020, pursuant to the cancellation of a license agreement whereby we previously licensed US Patent 9,593,118, we reacquired the exclusive right to such patent that covers both A2B and dual A2A/A2B antagonists. Accordingly, going forward our major focus will be to: (i) further characterization of the anti-cancer activity of our unique pipeline delivery platform containing A2B and dual A2A/A2B antagonists, leading to selection of a clinical candidate or candidates for an Investigative New Drug or IND enabling studies; and (ii) licensing and/or partnering our delivery platform and the A2B and dual A2A/A2B antagonists for further development. Our ability to execute the business plan is contingent upon our ability to raise the necessary funds. We are currently using such funds to maintain our SEC reporting requirements, pay legal accounting and other professional fees, and to retain consultants and other personnel to develop the adenosine A2R antagonists and in preparation for an IND filing related to our unique delivery platform and portfolio of adenosine A2R antagonists for the treatment of certain solid tumors. Should we fail to further raise sufficient funds to execute our business plan, our priority would be to maintain our intellectual property portfolio and seek business development opportunities with potential development partners and/or acquirors.

MANAGEMENT_S PLANS TO CONTINUE

MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN	NOTE 2 – MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN We have prepared our unaudited condensed consolidated financial statements on the basis that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred losses from operations since inception, we have a working capital deficit of $ 5.7 66 To date, we have generated no sales or revenues, have incurred significant losses and expect to incur significant additional losses as we advance our product candidates through development. Consequently, our operations are subject to all the risks inherent in the establishment of a pre-revenue business enterprise as well as those risks associated with a company engaged in the research and development of pharmaceutical compounds. Our cash balances at March 31, 2023 were approximately $ 5,000 100 In the event additional financing is not obtained, we may pursue cost-cutting measures as well as explore the sale of assets to generate additional funds. If we are required to significantly reduce operating expenses and delay, reduce the scope of, or eliminate any of our development programs or clinical trials, these events could have a material adverse effect on our business, results of operations, and financial condition. These factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our current cash level raises substantial doubt about our ability to continue as a going concern past the fourth quarter of 2022. If we do not obtain additional funds by such time, we may no longer be able to continue as a going concern and will cease operation which means that our shareholders will lose their entire investment.

SUMMARY OF CRITICAL ACCOUNTING

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES	NOTE 3 – SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These interim consolidated financial statements as of and for the three months ended March 31, 2023 and 2022 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future period. All references to March 31, 2023 and 2022 in these footnotes are unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2022, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2023. The consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all disclosures required by the accounting principles generally accepted in the United States of America. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the parent company, Rebus Holdings, Inc., (fka Inspyr Therapeutics, Inc.) and its wholly-owned subsidiaries, Inspyr Therapeutics, Inc., Lewis & Clark Pharmaceuticals, Inc. and Ridgeway Therapeutics, Inc. (a California corporation). All significant intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates include the fair value of derivative instruments, stock-based compensation, recognition of clinical trial costs and other accrued liabilities. Actual results may differ from those estimates. Research and Development Research and development costs are charged to expense as incurred. Our research and development expenses consist primarily of expenditures for pre-clinical research, toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs associated therewith. We incurred research and development expenses of $ 0.02 0.02 Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed applicable government mandate insurance limits. We have not experienced any losses in our accounts. We did not have any cash equivalents at March 31, 2023 or December 31, 2022. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may exceed applicable government mandated insurance limits. Cash was $ 5,000 5,000 Income (Loss) per Share Basic income (loss) per share is calculated by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of March 31, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Three Months Ended 2023 2022 Shares underlying warrants outstanding 1 7 Shares underlying convertible notes outstanding 29,228,357 40,086,896 Shares underlying convertible preferred stock outstanding 131,804,100 128,626,878 Anti-dilutive weighted average shares outstanding 161,032,458 168,713,781 Derivative Liability The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company values its derivative liabilities using the Black-Scholes option valuation model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations. Fair Value of Financial Instruments Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments with maturities of one year or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. The derivative liabilities consist of our convertible notes and Series F preferred stock with variable conversion features. The Company uses the Black-Scholes option-pricing model to value its derivative liabilities which incorporate the Company’s stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life. Fair Value Measurements The U.S. GAAP Valuation Hierarchy establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company has recorded a derivative liability for its convertible notes and preferred stock with variable conversion features as of March 31, 2023 and December 31, 2022. The tables below summarize the fair values of our financial liabilities as of March 31, 2023 and December 31, 2022 (in thousands): SCHEDULE OF FAIR VALUES OF FINANCIAL LIABILITIES Fair Value at Fair Value Measurement Using 2023 Level 1 Level 2 Level 3 Convertible notes $ 273 — — $ 273 Preferred stock 893 — — 893 Derivative liability $ 1,166 $ — $ — $ 1,166 Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Convertible notes $ 285 — — $ 285 Preferred stock 595 — — 595 Derivative liability $ 880 $ — $ — $ 880 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE Three Months Ended 2023 2022 Balance at beginning of year $ 880 $ 1,124 Additions to derivative instruments — — Reclassification on conversion — (507 ) Loss (gain) on change in fair value of derivative liability 286 399 Balance at end of year $ 1,166 $ 1,016 Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. Recent Accounting Pronouncements There have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) during the three months ended March 31, 2023 that are of significance or potential significance to the Company.

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	3 Months Ended
	Mar. 31, 2023
Supplemental Cash Flow Elements [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	NOTE 4 – SUPPLEMENTAL CASH FLOW INFORMATION The following table contains additional information for the periods reported (in thousands). SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION Three Months Ended 2023 2022 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ — $ 790 Debentures converted to common stock — 462 Derivative liability extinguished upon conversion of notes payable — 507 There was no

ACCRUED EXPENSES

ACCRUED EXPENSES	3 Months Ended
	Mar. 31, 2023
Payables and Accruals [Abstract]
ACCRUED EXPENSES	NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): SCHEDULE OF ACCRUED EXPENSES March 31, December 31, Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 539 519 Total accrued expenses $ 2,098 $ 2,078

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY	3 Months Ended
	Mar. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITY	NOTE 6 – DERIVATIVE LIABILITY We account for equity-linked financial instruments, such as our convertible preferred stock, convertible debentures and our common stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the respective agreement. Equity-linked financial instruments are accounted for as derivative liabilities, in accordance with ASC Topic 815 – Derivatives and Hedging, if the instrument allows for cash settlement or issuance of a variable number of shares. We classify derivative liabilities on the balance sheet at fair value, and changes in fair value during the periods presented in the statement of operations, which is revalued at each balance sheet date subsequent to the initial issuance of the stock warrant. We have issued convertible debentures and preferred stock which contain variable conversion features, anti-dilution protection and other conversion price adjustment provisions. As a result, the Company assessed its outstanding equity-linked financial instruments and concluded that the convertible notes and preferred stock are subject to derivative accounting. The fair value of the conversion feature is classified as a liability in the consolidated financial statements, with the change in fair value during the periods presented recorded in the consolidated statement of losses. During the three months ended March 31, 2023 and 2022, we recorded loss of approximately $ 0.3 0.4 SCHEDULE OF DERIVATIVE LIABILITY For the 2023 2022 Expected dividends 0 % 0 % Expected volatility 271 320 % 198 260 % Risk free interest rate 4.79 4.85 % 0.22 2.28 % Expected term 3 9 3 21 As of March 31, 2023 and December 31, 2022, the derivative liability recognized in the financial statements was approximately $ 1.2 0.9

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 – COMMITMENTS AND CONTINGENCIES Operating Leases The Company currently does not have any ongoing leases for office space. It has availability to office space on an as needed basis. Its employees work on a remote basis. There was no rent expense for the three months ended March 31, 2023 and 2022, respectively. Legal Matters The Company is subject at times to legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. Uncertainty Due to Geopolitical Events Due to Russia’s invasion of Ukraine, which began in February 2022, and the resulting sanctions and other actions against Russia and Belarus, there has been uncertainty and disruption in the global economy. Although the Russian war against Ukraine did not have a material adverse impact on the Company’s financial results for the year ended December 31, 2022, at this time the Company is unable to fully assess the aggregate impact the Russian war against Ukraine will have on its business due to various uncertainties, which include, but are not limited to, the duration of the war, the war’s effect on the economy, its impact to the business of the Company, and actions that may be taken by governmental authorities related to the war. COVID-19 Uncertainty On March 11, 2020, the World Health Organization declared a pandemic related to the rapidly spreading coronavirus (COVID-19) outbreak, which has led to a global health emergency. The extent of the public-health impact of the outbreak is currently unknown and rapidly evolving, and the related health crisis could adversely affect the global economy, resulting in an economic downturn. Any disruption of the Company’s facilities or those of our suppliers could likely adversely impact the Company’s operations. At this time, there is significant uncertainty relating to the potential effect of the novel coronavirus on our business.

CAPITAL STOCK AND STOCKHOLDERS_

CAPITAL STOCK AND STOCKHOLDERS’ EQUITY	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
CAPITAL STOCK AND STOCKHOLDERS’ EQUITY	NOTE 8 – CAPITAL STOCK AND STOCKHOLDERS’ EQUITY Preferred Stock As of March 31, 2023, there were outstanding 134 71 290 5,000 5,000 8,000 As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $ 29,812.50 0.0217 1,125.00 562.50 Common Stock The Company is authorized to issue 1,000,000,000 32,132,907 Common Stock Activity During the three months ended March 31, 2022, we issued a total of 20,363,686 789,699 461,972 23,746

CONVERTIBLE DEBENTURES AND NOTE

CONVERTIBLE DEBENTURES AND NOTES	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
CONVERTIBLE DEBENTURES AND NOTES	NOTE 9 – CONVERTIBLE DEBENTURES AND NOTES June 2021 Debentures On June 18, 2021, the Company sold an aggregate of $ 600,000 500,000 100,000 June 18, 2022 9.99 have a conversion price equal to the lesser of $24.75 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. During the three months ended March 31, 2022, $ 461,972 100,000 We amortized $ 32,852 203,458 October 2020 Debentures On October 23, 2020, the Company sold an aggregate of $ 600,000 500,000 100,000 The October Debentures (i) are non-interest bearing, (ii) have a maturity date of October 23, 2021, (iii) are convertible into shares of common stock at the election of the holders at any time, subject to a beneficial ownership limitation of 9.99 have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. December 31, 2023 October Debentures in the amount of $ 100,000 September 2017 Debentures On September 12, 2017, we entered into an exchange agreement (“Exchange Agreement”) with certain holders of our Series A Preferred Stock and Series B Preferred Stock. Pursuant to the terms of the Exchange Agreement, we issued to the investors approximately $ 2.5 1,614.8125 1.6 890 0.9 On September 12, 2017, we sold an aggregate of $ 320,000 250,000 70,000 The maturity date of the September 2017 Debentures has been extended to December 31, 2023 110,072

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 10 – RELATED PARTY TRANSACTIONS In September of 2021, we began paying $ 10,000 30,000 35,843 10,000 25,843 The company had a balance due to Silvestre Law Group of $ 339,848 309,848 290,000 3,625

SUMMARY OF CRITICAL ACCOUNTIN_2

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These interim consolidated financial statements as of and for the three months ended March 31, 2023 and 2022 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future period. All references to March 31, 2023 and 2022 in these footnotes are unaudited. These unaudited condensed consolidated financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2022, included in the Company’s annual report on Form 10-K filed with the SEC on March 31, 2023. The consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all disclosures required by the accounting principles generally accepted in the United States of America.
Principles of Consolidation	Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the parent company, Rebus Holdings, Inc., (fka Inspyr Therapeutics, Inc.) and its wholly-owned subsidiaries, Inspyr Therapeutics, Inc., Lewis & Clark Pharmaceuticals, Inc. and Ridgeway Therapeutics, Inc. (a California corporation). All significant intercompany accounts and transactions have been eliminated.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates include the fair value of derivative instruments, stock-based compensation, recognition of clinical trial costs and other accrued liabilities. Actual results may differ from those estimates.
Research and Development	Research and Development Research and development costs are charged to expense as incurred. Our research and development expenses consist primarily of expenditures for pre-clinical research, toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs associated therewith. We incurred research and development expenses of $ 0.02 0.02
Cash Equivalents	Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed applicable government mandate insurance limits. We have not experienced any losses in our accounts. We did not have any cash equivalents at March 31, 2023 or December 31, 2022.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may exceed applicable government mandated insurance limits. Cash was $ 5,000 5,000
Income (Loss) per Share	Income (Loss) per Share Basic income (loss) per share is calculated by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of March 31, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Three Months Ended 2023 2022 Shares underlying warrants outstanding 1 7 Shares underlying convertible notes outstanding 29,228,357 40,086,896 Shares underlying convertible preferred stock outstanding 131,804,100 128,626,878 Anti-dilutive weighted average shares outstanding 161,032,458 168,713,781
Derivative Liability	Derivative Liability The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company values its derivative liabilities using the Black-Scholes option valuation model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments with maturities of one year or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. The derivative liabilities consist of our convertible notes and Series F preferred stock with variable conversion features. The Company uses the Black-Scholes option-pricing model to value its derivative liabilities which incorporate the Company’s stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life.
Fair Value Measurements	Fair Value Measurements The U.S. GAAP Valuation Hierarchy establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company has recorded a derivative liability for its convertible notes and preferred stock with variable conversion features as of March 31, 2023 and December 31, 2022. The tables below summarize the fair values of our financial liabilities as of March 31, 2023 and December 31, 2022 (in thousands): SCHEDULE OF FAIR VALUES OF FINANCIAL LIABILITIES Fair Value at Fair Value Measurement Using 2023 Level 1 Level 2 Level 3 Convertible notes $ 273 — — $ 273 Preferred stock 893 — — 893 Derivative liability $ 1,166 $ — $ — $ 1,166 Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Convertible notes $ 285 — — $ 285 Preferred stock 595 — — 595 Derivative liability $ 880 $ — $ — $ 880 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE Three Months Ended 2023 2022 Balance at beginning of year $ 880 $ 1,124 Additions to derivative instruments — — Reclassification on conversion — (507 ) Loss (gain) on change in fair value of derivative liability 286 399 Balance at end of year $ 1,166 $ 1,016
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible.
Recent Accounting Pronouncements	Recent Accounting Pronouncements There have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) during the three months ended March 31, 2023 that are of significance or potential significance to the Company.

SUMMARY OF CRITICAL ACCOUNTIN_3

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE	The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as of March 31, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE Three Months Ended 2023 2022 Shares underlying warrants outstanding 1 7 Shares underlying convertible notes outstanding 29,228,357 40,086,896 Shares underlying convertible preferred stock outstanding 131,804,100 128,626,878 Anti-dilutive weighted average shares outstanding 161,032,458 168,713,781
SCHEDULE OF FAIR VALUES OF FINANCIAL LIABILITIES	SCHEDULE OF FAIR VALUES OF FINANCIAL LIABILITIES Fair Value at Fair Value Measurement Using 2023 Level 1 Level 2 Level 3 Convertible notes $ 273 — — $ 273 Preferred stock 893 — — 893 Derivative liability $ 1,166 $ — $ — $ 1,166 Fair Value at Fair Value Measurement Using 2022 Level 1 Level 2 Level 3 Convertible notes $ 285 — — $ 285 Preferred stock 595 — — 595 Derivative liability $ 880 $ — $ — $ 880
SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE	The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE Three Months Ended 2023 2022 Balance at beginning of year $ 880 $ 1,124 Additions to derivative instruments — — Reclassification on conversion — (507 ) Loss (gain) on change in fair value of derivative liability 286 399 Balance at end of year $ 1,166 $ 1,016

SUPPLEMENTAL CASH FLOW INFORM_2

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2023
Supplemental Cash Flow Elements [Abstract]
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION	The following table contains additional information for the periods reported (in thousands). SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION Three Months Ended 2023 2022 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ — $ 790 Debentures converted to common stock — 462 Derivative liability extinguished upon conversion of notes payable — 507

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	3 Months Ended
	Mar. 31, 2023
Payables and Accruals [Abstract]
SCHEDULE OF ACCRUED EXPENSES	Accrued expenses consist of the following (in thousands): SCHEDULE OF ACCRUED EXPENSES March 31, December 31, Accrued compensation and benefits $ 1,326 $ 1,326 Accrued research and development 233 233 Accrued other 539 519 Total accrued expenses $ 2,098 $ 2,078

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)	3 Months Ended
	Mar. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
SCHEDULE OF DERIVATIVE LIABILITY	SCHEDULE OF DERIVATIVE LIABILITY For the 2023 2022 Expected dividends 0 % 0 % Expected volatility 271 320 % 198 260 % Risk free interest rate 4.79 4.85 % 0.22 2.28 % Expected term 3 9 3 21

BACKGROUND (Details Narrative)

BACKGROUND (Details Narrative)	3 Months Ended
	Mar. 31, 2023
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Description of cancellation of a license agreement	In October 2020, pursuant to the cancellation of a license agreement whereby we previously licensed US Patent 9,593,118, we reacquired the exclusive right to such patent that covers both A2B and dual A2A/A2B antagonists. Accordingly, going forward our major focus will be to: (i) further characterization of the anti-cancer activity of our unique pipeline delivery platform containing A2B and dual A2A/A2B antagonists, leading to selection of a clinical candidate or candidates for an Investigative New Drug or IND enabling studies; and (ii) licensing and/or partnering our delivery platform and the A2B and dual A2A/A2B antagonists for further development.

MANAGEMENT_S PLANS TO CONTINU_2

MANAGEMENT’S PLANS TO CONTINUE AS A GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficit	$ 5,700,000
Accumulated deficit	65,721,000	$ 65,297,000
Cash balances	$ 5,000	$ 5,000
Percentage of total assets	100%

SCHEDULE OF ANTI-DILUTIVE SECUR

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive weighted average shares outstanding	161,032,458	168,713,781
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive weighted average shares outstanding	1	7
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive weighted average shares outstanding	29,228,357	40,086,896
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive weighted average shares outstanding	131,804,100	128,626,878

SCHEDULE OF FAIR VALUES OF FINA

SCHEDULE OF FAIR VALUES OF FINANCIAL LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Convertible notes	$ 273	$ 285
Preferred stock	893	595
Derivative liability	1,166	880
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Convertible notes
Preferred stock
Derivative liability
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Convertible notes
Preferred stock
Derivative liability
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Convertible notes	273	285
Preferred stock	893	595
Derivative liability	$ 1,166	$ 880

SCHEDULE OF DERIVATIVE LIABILIT

SCHEDULE OF DERIVATIVE LIABILITY MEASURED AT FAIR VALUE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Accounting Policies [Abstract]
Balance at beginning of year	$ 880	$ 1,124
Additions to derivative instruments
Reclassification on conversion		(507)
Loss (gain) on change in fair value of derivative liability	286	399
Balance at end of year	$ 1,166	$ 1,016

SUMMARY OF CRITICAL ACCOUNTIN_4

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Research and development expenses	$ 22,000	$ 18,000
Cash	$ 5,000		$ 5,000

SCHEDULE OF SUPPLEMENTAL CASH F

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Non-cash financial activities:
Common stock issued on conversion of notes payable and derivative liability		$ 790
Debentures converted to common stock		462
Derivative liability extinguished upon conversion of notes payable		$ 507

SUPPLEMENTAL CASH FLOW INFORM_3

SUPPLEMENTAL CASH FLOW INFORMATION (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Supplemental Cash Flow Elements [Abstract]
Cash paid for interest	$ 0	$ 0
Cash paid for income taxes	$ 0	$ 0

SCHEDULE OF ACCRUED EXPENSES (D

SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued compensation and benefits	$ 1,326	$ 1,326
Accrued research and development	233	233
Accrued other	539	519
Total accrued expenses	$ 2,098	$ 2,078

SCHEDULE OF DERIVATIVE LIABIL_2

SCHEDULE OF DERIVATIVE LIABILITY (Details)	Mar. 31, 2023	Dec. 31, 2022
Measurement Input, Expected Dividend Rate [Member]
Derivative [Line Items]
Derivative liability measurement input	0	0
Measurement Input, Price Volatility [Member] | Minimum [Member]
Derivative [Line Items]
Derivative liability measurement input	271	198
Measurement Input, Price Volatility [Member] | Maximum [Member]
Derivative [Line Items]
Derivative liability measurement input	320	260
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Derivative [Line Items]
Derivative liability measurement input	4.79	0.22
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Derivative [Line Items]
Derivative liability measurement input	4.85	2.28
Measurement Input, Expected Term [Member] | Minimum [Member]
Derivative [Line Items]
Expected term	3 months	3 months
Measurement Input, Expected Term [Member] | Maximum [Member]
Derivative [Line Items]
Expected term	9 months	21 months

DERIVATIVE LIABILITY (Details N

DERIVATIVE LIABILITY (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Loss on change in fair value of the derivative liability	$ 286	$ 399
Derivative liability	$ 1,200		$ 900

CAPITAL STOCK AND STOCKHOLDER_2

CAPITAL STOCK AND STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Class of Stock [Line Items]
Conversion price, description	As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $29,812.50 per share at March 31, 2023, (ii) our Series B Preferred Stock has been reduced to $0.0217 per share at March 31, 2023, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at March 31, 2023, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at March 31, 2023.
Common stock, shares authorized	1,000,000,000		1,000,000,000
Common stock, shares outstanding	32,132,907		32,132,907
Shares issued		20,363,686
Value issued		$ 789,699
Principal amount		461,972
Loss on conversion of debt		$ 23,746
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	134		134
Conversion price	$ 29,812.50
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	71		71
Conversion price	$ 0.0217
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	290		290
Conversion price	$ 1,125
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	5,000		5,000
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	5,000		5,000
Series F Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	8,000		8,000
Series C Preferred Stock One [Member]
Class of Stock [Line Items]
Conversion price	$ 562.50

CONVERTIBLE DEBENTURES AND NO_2

CONVERTIBLE DEBENTURES AND NOTES (Details Narrative) - USD ($)				3 Months Ended
	Jun. 18, 2021	Oct. 23, 2020	Sep. 12, 2017	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Short-Term Debt [Line Items]
Conversion price, description				As a result of past equity financings and conversions of debentures, the conversion prices of (i) our Series A Preferred Stock has been reduced to $29,812.50 per share at March 31, 2023, (ii) our Series B Preferred Stock has been reduced to $0.0217 per share at March 31, 2023, (iii) 200 shares of our Series C preferred stock has been reduced to $1,125.00 per share at March 31, 2023, (iv) 90.43418 shares of our Series C Preferred Stock has been reduced to $562.50 per share at March 31, 2023.
Series A Preferred Stock [Member]
Short-Term Debt [Line Items]
Stated value of the preferred shares
Series B Preferred Stock [Member]
Short-Term Debt [Line Items]
Stated value of the preferred shares
June 2021 Debenture [Member]
Short-Term Debt [Line Items]
Convertible debentures	$ 600,000
Cash received	500,000
Cancellation amount	$ 100,000
Maturity date	Jun. 18, 2022
Beneficial ownership percentage	9.99%
Conversion price, description	have a conversion price equal to the lesser of $24.75 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein.
Debt conversion amount					$ 461,972
Outstanding, convertible debentures				100,000
Interest expense					32,852
Amortization of debt discount					$ 203,458
October 2020 Debentures [Member]
Short-Term Debt [Line Items]
Convertible debentures		$ 600,000
Cash received		500,000
Cancellation amount		$ 100,000
Maturity date		Dec. 31, 2023
Beneficial ownership percentage		9.99%
Conversion price, description		have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion.
Outstanding, convertible debentures				100,000
September 2017 Debentures [Member]
Short-Term Debt [Line Items]
Convertible debentures			$ 320,000
Cash received			250,000
Cancellation amount			$ 70,000
Maturity date			Dec. 31, 2023
Outstanding, convertible debentures				$ 110,072
Principal amount			$ 2,500,000
September 2017 Debentures [Member] | Series A Preferred Stock [Member]
Short-Term Debt [Line Items]
Exchange of shares			1,614.8125
Stated value of the preferred shares			$ 1,600,000
September 2017 Debentures [Member] | Series B Preferred Stock [Member]
Short-Term Debt [Line Items]
Exchange of shares			890
Stated value of the preferred shares			$ 900,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - Silvestre law group PC [Member] - USD ($)	1 Months Ended	3 Months Ended
	Sep. 30, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Payment for services	$ 10,000
Legal fees		$ 30,000	$ 35,843
Convertible debentures		290,000		$ 290,000
Imputed interest		3,625
Related Party [Member]
Related Party Transaction [Line Items]
Balance due		339,848		$ 309,848
Service, Other [Member]
Related Party Transaction [Line Items]
Payment for services		10,000
Legal fees		$ 25,843