Cover
Cover | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | BIOXYTRAN, INC |
Entity Central Index Key | 0001445815 |
Amendment Flag | false |
Document Type | S-1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash | $ 91,635 | $ 41,688 | $ 169,628 |
Pre-paid expenses | 274,715 | 274,715 | |
Other receivable | 50,000 | ||
Total current assets | 366,350 | 316,403 | 219,628 |
Intangibles, net | 18,953 | 10,000 | |
Total assets | 385,303 | 326,403 | 219,628 |
Current liabilities: | |||
Accounts payable and accrued expenses | 476,849 | 348,127 | 71,932 |
Accounts payable related party | 368,367 | 307,176 | 96,000 |
Convertible notes payable, net of premium and discount | 1,612,356 | 1,612,356 | 850,983 |
Other short-term debt | 420,750 | ||
Total current liabilities | 2,878,322 | 2,267,659 | 1,018,915 |
Total liabilities | 2,878,322 | 2,267,659 | 1,018,915 |
Commitments and contingencies | |||
Stockholders' equity (deficit): | |||
Preferred stock, $0.001 par value; 50,000,000 shares authorized, nil issued and outstanding | |||
Common stock, $0.001 par value; 300,000,000 shares authorized; 100,649,873 issued and outstanding as at March 31, 2021 and 97,450,673 as at December 31, 2020 | 100,650 | 97,451 | 86,476 |
Additional paid-in capital | 2,566,484 | 1,795,125 | 1,355,542 |
Non-controlling interest | 1,183,477 | 888,091 | |
Accumulated deficit | (6,343,630) | (4,721,923) | (2,241,305) |
Total stockholders' equity (deficit) | (2,493,019) | (1,941,256) | (799,287) |
Total liabilities and stockholders' equity (deficit) | $ 385,303 | $ 326,403 | $ 219,628 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common stock, shares issued | 100,649,873 | 97,450,673 | 86,475,673 |
Common stock, shares outstanding | 100,649,873 | 97,450,673 | 86,475,673 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||||
Research and development | $ 347,033 | $ 544,519 | ||
General and administrative | 567,320 | 110,542 | 476,315 | 507,273 |
Compensation expense | 774,558 | 155,501 | 247,867 | 1,124,194 |
Total operating expenses | 1,688,911 | 266,043 | 1,268,701 | 1,631,467 |
Loss from operations | (1,688,911) | (266,043) | (1,268,701) | (1,631,467) |
Other (expense): | ||||
Interest expense | (87,410) | (107,730) | (1,014,769) | (41,845) |
Debt discount amortization | (166,722) | (259,057) | (185,163) | |
Total other (expenses) income | (87,410) | (274,452) | (1,273,826) | (227,008) |
Net loss before provision for income taxes | (1,776,321) | (540,495) | (2,542,527) | (1,858,475) |
Provision for income taxes | ||||
Net loss | (1,776,321) | (540,495) | (2,542,527) | (1,858,475) |
Net loss attributable to the non-controlling interest | 154,614 | 61,909 | ||
NET LOSS ATTRIBUTABLE TO BIOXYTRAN | $ (1,621,707) | $ (540,495) | $ (2,480,618) | $ (1,858,475) |
Loss per common share, basic and diluted | $ (0.02) | $ (0.01) | $ (0.03) | $ (0.02) |
Weighted average number of common shares outstanding, basic and diluted | 100,118,229 | 87,256,959 | 93,967,677 | 85,598,733 |
CONDENSED CONSOLIDATED CHANGES
CONDENSED CONSOLIDATED CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] | Total |
Balance at beginning at Dec. 31, 2018 | $ 85,104 | $ 72,412 | $ (382,830) | $ (225,314) | ||
Balance at beginning (in shares) at Dec. 31, 2018 | 85,103,673 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of warrants | 129,929 | 129,929 | ||||
Options issued and vested - 2010 Plan | 257,143 | 257,143 | ||||
Shares issued to BoD & Mgmnt - 2010 Plan | $ 27 | 21,641 | 21,668 | |||
Shares issued to BoD & Mgmnt - 2010 Plan, shares | 27,000 | |||||
Shares issued to Consultants - 2010 Plan | $ 1,100 | 841,783 | 842,883 | |||
Shares issued to Consultants - 2010 Plan, shares | 1,100,000 | |||||
Debt premium on convertible note | (426,296) | (426,296) | ||||
Debt premium accretion | 402,175 | 402,175 | ||||
Shares issued for conversion of principal and accrued interest | $ 225 | 36,775 | 37,000 | |||
Shares issued for conversion of principal and accrued interest, shares | 225,000 | |||||
Net loss attributable to the non-controlling interest | ||||||
Shares issued for cash | $ 20 | 19,980 | 20,000 | |||
Shares issued for cash, shares | 20,000 | |||||
Net loss | (1,858,475) | (1,858,475) | ||||
Balance at ending at Dec. 31, 2019 | $ 86,476 | 1,355,542 | (2,241,305) | (799,287) | ||
Balance at ending (in shares) at Dec. 31, 2019 | 86,475,673 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of warrants | 145,438 | 145,438 | ||||
Conversion of warrants | $ 750 | (750) | ||||
Conversion of warrants (in shares) | 750,000 | |||||
Options issued and vested - 2010 Plan | 5,004 | 5,004 | ||||
Shares issued to BoD & Mgmnt - 2010 Plan | $ 6 | 2,241 | 2,247 | |||
Shares issued to BoD & Mgmnt - 2010 Plan, shares | 6,000 | |||||
Shares issued to Consultants - 2010 Plan | $ 650 | 147,600 | 148,250 | |||
Shares issued to Consultants - 2010 Plan, shares | 650,000 | |||||
Debt premium on convertible note | (937,007) | (937,007) | ||||
Debt premium accretion | 104,568 | 104,568 | ||||
Shares issued for conversion of principal and accrued interest | $ 350 | 33,782 | 34,132 | |||
Shares issued for conversion of principal and accrued interest, shares | 350,000 | |||||
Net loss attributable to the non-controlling interest | ||||||
Net loss | (540,495) | (540,495) | ||||
Balance at ending at Mar. 31, 2020 | $ 88,232 | 856,418 | (2,781,800) | (1,837,150) | ||
Balance at ending (in shares) at Mar. 31, 2020 | 88,231,673 | |||||
Balance at beginning at Dec. 31, 2019 | $ 86,476 | 1,355,542 | (2,241,305) | (799,287) | ||
Balance at beginning (in shares) at Dec. 31, 2019 | 86,475,673 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of warrants | 145,438 | 145,438 | ||||
Exercise of warrants | $ 750 | (750) | ||||
Exercise of warrants, shares | 750,000 | |||||
Options issued and vested - 2010 Plan | 18,460 | 18,460 | ||||
Shares issued to BoD & Mgmnt - 2010 Plan | $ 8,875 | 31,982 | 40,857 | |||
Shares issued to BoD & Mgmnt - 2010 Plan, shares | 8,875,000 | |||||
Shares issued to Consultants - 2010 Plan | $ 1,000 | 186,550 | 187,550 | |||
Shares issued to Consultants - 2010 Plan, shares | 1,000,000 | |||||
Debt premium on convertible note | (937,007) | (937,007) | ||||
Debt premium accretion | 961,128 | 961,128 | ||||
Shares issued for conversion of principal and accrued interest | $ 350 | 33,782 | 34,132 | |||
Shares issued for conversion of principal and accrued interest, shares | 350,000 | |||||
Non-controlling interest | 950,000 | 950,000 | ||||
Net loss attributable to the non-controlling interest | (61,909) | 61,909 | ||||
Net loss | (2,480,618) | (2,480,618) | ||||
Balance at ending at Dec. 31, 2020 | $ 97,451 | 1,795,125 | (4,721,923) | 888,091 | $ (1,941,256) | |
Balance at ending (in shares) at Dec. 31, 2020 | 97,450,673 | 272,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of warrants | ||||||
Options issued and vested - 2010 Plan | 6,750 | 6,750 | ||||
Shares issued to BoD & Mgmnt - 2010 Plan | $ 1,367 | 326,665 | 328,032 | |||
Shares issued to BoD & Mgmnt - 2010 Plan, shares | 1,366,800 | |||||
Shares issued to Consultants - 2010 Plan | $ 1,832 | 437,944 | 439,776 | |||
Shares issued to Consultants - 2010 Plan, shares | 1,832,400 | |||||
Subsidiary stock transactions | 450,000 | 450,000 | ||||
Net loss attributable to the non-controlling interest | (154,614) | 154,614 | ||||
Net loss | (1,621,707) | (1,621,707) | ||||
Balance at ending at Mar. 31, 2021 | $ 100,650 | $ 2,566,484 | $ (6,343,630) | $ 1,183,477 | $ (2,493,019) | |
Balance at ending (in shares) at Mar. 31, 2021 | 100,649,873 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (1,776,321) | $ (540,495) | $ (2,542,527) | $ (1,858,475) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Amortization of debt discount, incl. issuance of warrants | 166,722 | 259,057 | 185,163 | |
Default fee convertible notes | 673,956 | |||
Stock-based compensation expense | 774,558 | 155,501 | 247,867 | 1,121,694 |
Changes in operating assets and liabilities: | ||||
Pre-paid expenses | (274,715) | |||
Other receivable | 50,000 | 50,000 | (50,000) | |
Accounts payable and accrued expenses | 169,673 | (8,517) | 276,194 | 85,485 |
Accounts payable related party | 20,240 | 20,000 | 211,176 | 85,100 |
Other short-term debt | 420,750 | |||
Net cash used in operating activities | (391,100) | (156,789) | (1,098,992) | (431,033) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Investment in intangibles | (8,953) | (10,000) | ||
Net cash used in investing activities | (8,953) | (10,000) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from subsidiary stock transactions | 450,000 | 950,000 | ||
Proceeds from sale of common stock | 20,000 | |||
Proceeds from issuance of convertible notes payable | 264,000 | 264,000 | 794,250 | |
Repayment of convertible notes payable | (232,948) | (232,948) | (250,000) | |
Net cash provided by financing activities | 450,000 | 31,052 | 981,052 | 564,250 |
Net increase (decrease) in cash | 49,947 | (125,737) | (127,940) | 133,217 |
Cash, beginning of period | 41,688 | 169,628 | 169,628 | 36,411 |
Cash, end of period | 91,635 | 43,891 | 41,688 | 169,628 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||
Interest paid | 91,362 | 91,362 | 1,612 | |
Income taxes paid | ||||
NON-CASH INVESTING & FINANCING ACTIVITIES: | ||||
Issuance of warrants | 145,438 | 145,438 | 129,929 | |
Debt discount on convertible note | 76,265 | 60,038 | ||
Debt premium on convertible note | 937,007 | 937,007 | 426,296 | |
Accretion of debt premium to additional paid-in capital | 104,568 | 961,128 | 402,175 | |
Common shares issued for the conversion of principal and accrued interest | $ 34,132 | $ 34,132 | $ 37,000 |
BACKGROUND AND ORGANIZATION
BACKGROUND AND ORGANIZATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
BACKGROUND AND ORGANIZATION | NOTE 1 – BACKGROUND AND ORGANIZATION Business Operations Bioxytran, Inc. (the “Company”) is a clinical stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address hypoxia in humans, which is a lack of oxygen to tissues, in a safe and efficient manner. Our Subsidiary, Pharmalectin, Inc. (the “Subsidiary”) is a clinical stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address conditions related to Covid-19.. Organization Bioxytran, Inc. was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized common shares with a par value of $0.0001, and 5,000,000 preferred shares with a par value of $0.0001. On September 21, 2018, the Company went under a reorganization in form of a reverse merger and is currently registered as a Nevada corporation with a taxing structure for U.S. federal and state income tax as a C-Corporation with 300,000,000 authorized common shares with a par value of $0.001, and 50,000,000 preferred shares with a par value of $0.001. The Subsidiary was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized common shares with a par value of $0.0001, and 5,000,000 preferred shares with a par value of $0.0001. The Subsidiary was founded under the name of Bioxytran “Bioxytran (DE)”. On April 29, 2020, the name was changed to Pharmalectin, Inc. There are currently 17,600,000 outstanding shares; 15,000,000 shares are held by Bioxytran and 2,600,000 shares by Pharmalectin Partners, LLC (the “Investor”). Pharmalectin Partners, LLC has agreed to buy an additional 12,400,000 shares for a total of $4,100,000, a total ownership of 50% of Pharmalectin, Inc. After full execution the shares are convertible to 17.5% of the shares in Bioxytran, Inc. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements Principles of Consolidation The accompanying consolidated financial statements include the accounts of Bioxytran, Inc. a Nevada Corporation and its wholly owned subsidiary, Pharmalectin, Inc. of Delaware (collectively, the “Company”). All intercompany accounts have been eliminated upon consolidation. | NOTE 1 – BACKGROUND AND ORGANIZATION Business Operations Bioxytran, Inc. (the “Company”) is an early-stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address hypoxia in humans, which is a lack of oxygen to tissues, in a safe and efficient manner. If it is not addressed, lack of oxygen to tissues, or hypoxia, results in necrosis, which is the death of cells comprising body tissue. Necrosis cannot be reversed. Our lead drug candidate, code named BXT-25, is an oxygen-carrying small molecule consisting of bovine hemoglobin stabilized with a co-polymer with intended applications to include treatment of hypoxic conditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosis and to promote healing. The Company’s initial focus is the treatment of hypoxic conditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosis and to promote healing. The Company’s approach potentially will result in the creation of safe drug alternatives to existing therapies for effectively addressing hypoxic conditions in humans. Our drug development efforts are guided by specialists in co-polymer chemistry and other disciplines, and we intend to supplement our efforts with input from a scientific and medical advisory board whose members are leading physicians. Our Subsidiary, Pharmalectin, Inc. (the “Subsidiary”) is pursuing their work with a candidate named, ProLectin, a complex polysaccharide derived from pectin that binds to, and blocks the activity of galectin-1, a type of galectin. Galectins are a member of a family of proteins in the body called lectins. These proteins interact with carbohydrate sugars located in, on the surface of, and in between cells. This interaction causes the cells to change behavior, including cell movement, multiplication, and other cellular functions. The interactions between lectins and their target carbohydrate sugars occur via a carbohydrate recognition domain, or CRD, within the lectin. Galectins are a subfamily of lectins that have a CRD that bind specifically to se. Galectins have a broad range of functions, including regulation of cell survival and adhesion, promotion of cell-to-cell interactions, growth of blood vessels, regulation of the immune response and inflammation. During viral infections galectins are upregulated and downregulated based on the type of virus. Organization Bioxytran, Inc. was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized common shares with a par value of $0.0001, and 5,000,000 preferred shares with a par value of $0.0001. On September 21, 2018, the Company went under a reorganization in form of a reverse merger and is currently registered as a Nevada corporation with a taxing structure for U.S. federal and state income tax as a C-Corporation with 300,000,000 authorized common shares with a par value of $0.001, and 50,000,000 preferred shares with a par value of $0.001. The Subsidiary was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized common shares with a par value of $0.0001, and 5,000,000 preferred shares with a par value of $0.0001. The Subsidiary was founded under the name of Bioxytran “Bioxytran (DE)”. On April 29, 2020, the name was changed to Pharmalectin, Inc. There are currently 17,600,000 outstanding shares; 15,000,000 shares are held by Bioxytran and 2,600,000 shares by Pharmalectin Partners, LLC (the “Investor”). Pharmalectin Partners, LLC has agreed to buy an additional 12,400,000 shares for a total of $4,100,000, a total ownership of 50% of Pharmalectin, Inc. After full execution the shares are convertible to 17.5% of the shares in Bioxytran, Inc. Basis of Presentation The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements. The Company has not earned any revenue from operations since inception. The Company chose December 31 st Principles of Consolidation The accompanying consolidated financial statements include the accounts of Bioxytran, Inc. a Nevada Corporation and its wholly owned subsidiary, Pharmalectin, Inc. of Delaware (collectively, the “Company”). All intercompany accounts have been eliminated upon consolidation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. Cash For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. At March 31, 2021, we would, based on current market price of $0.17/share, be obligated to issue approximately 20,618,708 shares of common stock upon conversion of the currently outstanding Convertible Notes and 272,000 shares upon exercise of the warrants. For the Notes, the shares total is based on $1,962,901 of currently outstanding principal, default penalty and unpaid interest. At March 31, 2020, we would, based on the market price of $0.33/share, be obligated to issue approximately 5,161,511 shares of common stock upon conversion of the outstanding Convertible Note and 272,000 shares upon exercise of the warrants. For the Notes, the shares total was based on $1,048,800 of outstanding principal and unpaid interest at March 31, 2020. The conversion is priced to equal to the lesser of (i) the lowest trading price for the twenty-day period prior to the date of the Note or (ii) 65% of the lowest trading price during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Convertible Notes are limited to converting no more than 4.99% of our issued an outstanding common stock. Stock Based Compensation The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date pursuant ASC 718. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. Accounting for subsidiary stock transactions The Company accounts for subsidiary stock transactions in accordance with Opinions of the Accounting Principles Board 09 (APBO No. 9). In paragraph 28, this pronouncement excluded all adjustments from transactions in a company’s own stock “. . . from the determination of net income or the results of operations under all circumstances.” During the 3 months ended March 31, 2021, the Company sold 9% of its subsidiary Pharmalectin for a total amount of $450,000. Accordingly, APIC has been adjusted with this amount for the 3 months ended March 31, 2021, no such transaction took place during the 3 months ended March 31, 2020. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this 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. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the 3 months ended March 31, 2021 and 2020. On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2020, using the new corporate tax rate of 21 percent. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. During the 3 months ended March 31, 2021 the Company incurred $347,033 in research and development expenses, while during the 3 months ended March 31, 2020 the Company did not incur any such expenses. Intangibles – Goodwill and Other Valuation of intangibles are in accordance with ASC 350. Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application, generally approximating seventeen years. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent. Accrued Expenses As part of the process of preparing our consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S. Warrants The Company has issued common stock warrants in connection with the execution of certain equity and debt financings. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end. Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Recent Accounting Pronouncements There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. Cash For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. At December 31, 2020, we would, based on current market price of $0.24/share, be obligated to issue approximately 11,974,301 shares of common stock upon conversion of the currently outstanding Convertible Notes and 272,000 shares upon exercise of the warrants. For the Notes, the shares total is based on $1,867,991 of currently outstanding principal, default penalty and unpaid interest. At December 31, 2019, we would, based on current market price of $0.285/share, be obligated to issue approximately 5,628,000 shares of common stock upon conversion of the outstanding Convertible Note and 616,666 shares upon exercise of the warrants. For the Notes, the shares total was based on $850,983 of currently outstanding principal and unpaid interest The conversion is priced to equal to the lesser of (i) the lowest trading price for the twenty-day period prior to the date of the Note or (ii) 65% of the lowest trading price during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Convertible Notes are limited to converting no more than 4.99% of our issued an outstanding common stock. Stock Based Compensation The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date pursuant ASC 718. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. Accounting for subsidiary stock transactions The Company accounts for subsidiary stock transactions in accordance with Opinions of the Accounting Principles Board 09 (APBO No. 9). In paragraph 28, this pronouncement excluded all adjustments form transactions in a company’s own stock “. . . from the determination of net income or the results of operations under all circumstances.” During the year ended December 31, 2020, the Company sold 9% of its subsidiary Pharmalectin for a total amount of $950,000. Accordingly, APIC has been adjusted with this amount for the year ended December 31, 2020, no such transaction took place during the year ended December 31, 2019. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this 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. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the years ended December 31, 2020 and 2019. On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2017, using the new corporate tax rate of 21 percent. See Note 10. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. During the year ended December 31, 2020 the Company incurred $544,519 in research and development expenses, while during the year ended December 31, 2019 the Company did not incur any such expenses. Intangibles – Goodwill and Other Valuation of intangibles are in accordance with ASC 350. Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application, generally approximating seventeen years. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent. Accrued Expenses As part of the process of preparing our consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S. Warrants The Company has issued common stock warrants in connection with the execution of certain equity and debt financings. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end. Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Recent Accounting Pronouncements There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
GOING CONCERN AND MANAGEMENT'S
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Going Concern and Management's Liquidity Plans [Abstract] | ||
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As at March 31, 2021, the Company had cash of $91,635 and a negative working capital of $2,511,972. The Company has not yet generated any revenues, and has incurred cumulative net losses of $6,343,630. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. During the three months ended March 31, 2021, the Company raised $450,000 in cash proceeds from the issuance of common stock in our Subsidiary. During the same period in 2020, the Company raised $264,000 from the issuance of convertible notes, and paid back $242,938. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of June 2021 and is pursuing alternative opportunities to funding. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. The Company’s management do not foresee that COVID-19 has any impact for the Company and its ability to carry out their plans. Accordingly, the accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. | NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As at December 31, 2020, the Company had cash of $41,688 and a negative working capital of $1,951,256. As at December 31, 2020, the Company has not yet generated any revenues, and has incurred cumulative net losses of $4,721,923. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. During the year ended December 31, 2020, the Company raised $264,000 from issuance of convertible notes, and paid back $232,948. The Company also raised $950,000 in cash proceeds from the issuance of common stock in our Subsidiary. During the same period in 2019, the Company raised $794,250 from the issuance of convertible notes, and paid back $250,000, and $20,000 in cash proceeds from the issuance of common stock. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of March 2021 and is pursuing alternative opportunities to funding. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
PRE-PAID EXPENSES AND OTHER CUR
PRE-PAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Pre-paid Expenses And Other Current Assets | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 – PRE-PAID EXPENSES AND OTHER CURRENT ASSETS On March 31, 2021 and December 31, 2020, there were $274,715 in Pre-paid Expenses for a Contract Research Organization (CRO) for services planned for the second quarter of 2021. | NOTE 4 – PRE-PAID EXPENSES AND OTHER CURRENT ASSETS On December 31, 2020, there was $274,715 in Pre-paid Expenses for a Contract Research Organization (CRO) for services planned for the first quarter of 2021. At December 31, 2019 there was $50,000 in Other Receivables for a convertible note signed at year end, and paid in the beginning of 2020. |
INTANGIBLES
INTANGIBLES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLES | NOTE 5 - INTANGIBLES Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment charges were recorded for the 3 months ended March 31, 2021 and the year ended December 31, 2020. Amortization of capitalized patent costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at the award date, which varies depending on the pendency period of the application, generally approximating twenty years. The current patent applications are still on-going, and are therefore not yet subject to amortization. Estimated Life (years) March 31, 2021 December 31, 2020 Capitalized patent costs 20 $ 18,953 $ 10,000 Accumulated amortization — — Intangible assets, net $ 18,953 $ 10,000 | NOTE 5 - INTANGIBLES Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment charges were recorded for the years ended December 31, 2020 and 2019. Amortization of capitalized patent costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at the award date, which varies depending on the pendency period of the application, generally approximating seventeen years. The current patent application is still in process, and is therefore not yet amortized. Estimated Life (years) December 31, 2020 December 31, 2019 Capitalized patent costs 20 $ 10,000 $ — Accumulated amortization — — Intangible assets, net $ 10,000 $ — |
ACCOUNTS PAYABLES AND ACCRUED E
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounts Payables and Accrued Expenses and Other Current Liabilities [Abstract] | ||
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 6 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES On March 31, 2021, there was $368,367 in accounts payable to related parties in form of payroll and accrued expenses. On December 31, 2020 there was $307,176 in Accounts payable to related parties. The following table represents the major components of accounts payables and accrued expenses and other current liabilities at March 31, 2021 and at December 31, 2020: March 31, December 31, Accounts payable related party (1) $ 368,367 $ 307,176 Professional fees 125,468 84,325 Interest 350,545 263,135 Other accounts payable 836 667 Other short-term debt (2) 420,750 — Default Penalty 673,956 673,956 Convertible notes payable 938,400 938,400 Total $ 2,878,322 $ 2,267,659 (1) $138,000 to each the CFO and the CEO for 23 months of salary for the period May 1, 2019, through March 31, 2021 and $92,367 to the VPBD for salary and expenses for a period of 11 months, May 1, 2020, through March 31, 2021. At December 31, 2020 there was $120,000 to each the CFO and the CEO for 20 months of salary for the period May 2019 through December 2020, and $67,176 to the VPBD for salary and expenses for the period May through December 2020. (2) On January 20, 2021 the Supreme Court of the State of New York, County of Nassau, granted Power Up a summary judgement against the Company for Breach of Contact, awarding Power Up damages in the amount of $420,750. | NOTE 6 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES On December 31, 2020, there was $307,176 in Accounts Payables to related parties in form of payroll and advanced expenses. On December 31, 2019 there was $96,000 in Accounts Payables to related parties. The following table represents the major components of accounts payables and accrued expenses and other current liabilities at December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Accounts payable related party (1) $ 307,176 $ 96,000 Professional fees 84,325 42,963 Interest 263,135 14,374 Payroll taxes — 7,344 Other accounts payable 667 7,251 Default penalty 673,956 — Convertible note payable 938,400 850,983 Total $ 2,267,659 $ 1,018,915 (1) $120,000 to each the CFO and the CEO for 8 months of salary for the period May 2019 through December 2020, and $67,176 to the VPBD for salary and expenses for the period May through December 2020, while there was $48,000 to each the CFO and the CEO at December 31,2019. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTES PAYABLE | NOTE 7 – CONVERTIBLE NOTES PAYABLE As long as the following convertible notes remain outstanding, the Company is restricted from incurring any indebtedness or liens, except as permitted (as defined), and cannot amend its charter in any matter that materially effects rights of noteholders, repay or repurchase more than de minimis number of shares of common stock other than conversion or warrant shares, repay or repurchase all or any portion of any indebtedness, or pay cash dividends. A Convertible Note to Auctus issued on February 25, 2019, was paid off on February 20, 2020, at an amount of $325,000, including $91,362 in accrued interest and $690 in fees, and 750,000 cashless warrants were exercised on March 12, 2020. Current convertible notes In the period January 1 to March 18, 2020 the Company entered into five contracts totaling $356,100 Senior Secured Promissory Note (“the Notes”), at an interest rate of 4-8% per annum, maturing in one year from issuance (the “Maturity Date”). Issuance fees totaling $50,100 were recorded as a debt discount, resulting in net proceeds of $314,000. The Notes are convertible into common stock of the Company, par value $.001 per share (the “Common Stock”) at any time after the earlier of: (i) 180 days from the date of the Notes or (ii) upon effective date of a new registration statement. The conversion price of the Notes is equal to the lesser of: (i) the lowest trading price for the twenty-day period prior to the date of the Notes or (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Company may prepay the Notes at any time at a rate of 120% of outstanding principal and interest during the first 90 days it is outstanding and 130% of outstanding principal and interest for the next 90 days thereafter. Thereafter the prepayment amount increases 5% for each thirty-day period until 270 days from the issue date at which time it is fixed at 150% of the outstanding principal and interest on the Notes. The Company also issued five-year warrants with cashless exercise provisions to purchase shares of Common Stock of the Company at an exercise price of $2.00 per share with cashless exercise provisions. For the three months ended at March 31, 2020, the Company issued 72,000 warrants, resulting in an amortized debt discount of $12,711. Default on Convertible Notes On April 16, 2020, SEC ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading of BIXT was suspended for the period April 16 through April 29, 2020. As a result of the SEC ordered suspension the Company defaulted on outstanding Convertible Notes; resulting in an increase of the interest to ranges between 15% and 24% and the principal to increase to 168% of principal loan amount. The convertible debt increased by $673,956 to $1,612,356 while the interest accrual increased to approximately $28,711/month, amounting to $350,545 at March 31, 2021. At the default date, April 16, 2020, remaining debt discount of $76,265 was amortized to interest expense and the remaining debt premium of $856,560 was accredited to additional paid-in capital. A summary of the outstanding notes at March 31, 2021, are as follows: Debtor Date of Default Principal Default Penalty Default Interest Warrants Issued Term Exercise Amortization Accrued Interest GS Capital 10/30/2019 4/16/2020 $ 125,000 $ 65,808 24 % 50,000 5 $ 2.00 $ 23,867 $ 45,992 Power Up #1 10/24/2019 4/16/2020 106,000 114,224 22 % — — — — 50,438 Peak One 10/23/2019 4/16/2020 120,000 36,000 18 % 50,000 5 2.00 21,606 26,849 Tangiers 10/23/2019 4/16/2020 106,300 48.261 18 % 50,000 5 2.00 21,116 30,702 FirstFire 11/20/2019 4/16/2020 125,000 65,541 24 % 50,000 5 2.00 17,979 45,753 Power Up #2 12/30/2019 4/16/2020 54,600 57,185 22 % — — — — 24,807 EMA Financial 01/10/2020 4/16/2020 125,000 135,158 24 % 50,000 5 2.00 5,948 61,030 Crown Bridge 02/20/2020 4/16/2020 55,000 28,015 15 % 22,000 5 2.00 6,763 12,250 Power Up #3 02/19/2020 4/16/2020 56,600 58,039 22 % — — — — 24,835 Power Up #4 03/18/2020 4/16/2020 64,900 65,725 22 % — — — — 27,890 $ 938,400 $ 673,956 272,000 $ 97,279 $ 350,545 Convertible notes payable consists of the following at March 31, 2021 and December 31, 2020: March 31, December 31, Principal balance $ 938,400 $ 938,400 Default Penalty 673,956 673,056 Unamortized debt discount - - Unamortized debt premium - - Outstanding, net of debt discount and premium $ 1,612,356 $ 1,612,356 | NOTE 7 – CONVERTIBLE NOTES PAYABLE As long as the following convertible notes remain outstanding, the Company is restricted from incurring any indebtedness or liens, except as permitted (as defined), and cannot amend its charter in any matter that materially effects rights of noteholders, repay or repurchase more than de minimis number of shares of common stock other than conversion or warrant shares, repay or repurchase all or any portion of any indebtedness, or pay cash dividends. Auctus Note #1 On October 24, 2019 (the “Date of Issuance”) the Company issued a convertible promissory note (the “Auctus Note #1”) with a face value of $250,000, maturing on October 23, 2020, and a stated interest of 8% to a third-party investor. The Auctus Note #1 is convertible into common stock of the Company, par value $.001 per share (the “Common Stock”) at any time after the earlier of: (i) 180 days from the date of the Auctus Note #1, or (ii) upon effective date of a registration statement. The conversion price of the Auctus Note #1 is equal to the lesser of : (i) the lowest trading price for the twenty-day period prior to the date of the Auctus Note #1 or (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Auctus Note #1 was funded on October 29, 2019, when the Company received proceeds of $222,205, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $27,795 to be amortized to interest expense over the life of the Auctus Note #1. Additionally, the variable conversion rate component requires that the Auctus Note #1 be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity Along with the Auctus Note #1, on the Date of Issuance the Company issued 208,333 Common Stock Purchase Warrants (the “Warrants”), exercisable immediately at a fixed exercise price of $0.60 with an expiration date of October 23, 2023. The Company has determined that the Warrants are exempt from derivative accounting and were valued at $101,937 on the Date of Inception using the Black Scholes Options Pricing Model. Assumptions used for the Black Scholes Options Pricing Model include (1) stock price of $0.49 per share, (2) exercise price of $0.60 per share, (3) term of 5 years, (4) expected volatility of 251% and (5) risk free interest rate of 2.51%. The note proceeds of $250,000 were then allocated between the fair value of the Auctus Note #1 ($250,000) and the Warrants ($101,937), resulting in a debt discount of $72,412. As the warrants were exercisable immediately, this debt discount was amortized in its entirety to interest expense on the Date of Issuance. Upon cashless conversion on March 12, 2020 an additional 166,667 warrants were issued for a market value of $66,363. The Auctus Note #1 was paid off on October 24, 2019, and the warrants were exercised on March 12,2020 Auctus Note #2 On February 25, 2019, the Company entered into a $250,000 Senior Secured Promissory Note (“the Auctus Note #2”), dated February 25, 2019 at an interest rate of 8% per annum, maturing on February 24, 2020 (the “Maturity Date”). Issuance fees totaling $27,750 were recorded as a debt discount, resulting in net proceeds of $222,250. The Auctus Note #2 is convertible into common stock of the Company, par value $.001 per share (the “Common Stock”) at any time after the earlier of: (i) 180 days from the date of the Auctus Note #2 or (ii) upon effective date of a new registration statement. The conversion price of the Auctus Note #2 is equal to the lesser of : (i) the lowest trading price for the twenty-day period prior to the date of the Auctus Note #2 or (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Company may prepay the Auctus Note #2 at any time at a rate of 120% of outstanding principal and interest during the first 90 days it is outstanding and 130% of outstanding principal and interest for the next 90 days thereafter. Thereafter the prepayment amount increases 5% for each thirty-day period until 270 days from the issue date at which time it is fixed at 150% of the outstanding principal and interest on the Auctus Note #2. Additionally, the variable conversion rate component requires that the Auctus Note #2 be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the undiscounted face value being deemed a premium to be added to the principal balance and accreted to additional paid-in capital over the life of the Auctus Note #2. As such, the Company recorded a premium of $82,500 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.20 per share (lowest trading price during the 20 days preceding the note’s issuance), which computed to 1,250,000 shares of ‘if-converted’ common stock with a redemption value of $332,500 due to $0.266 per share fair market value of the Company’s stock on the Auctus Note #2’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium accretion is recorded as an increase to additional paid-in capital. For the year ended December 31, 2020, the Company amortized $4,647 debt discount to operations as interest expense, and accreted $24,121 of premium to additional paid-in capital. Along with the Auctus Note #2, on the Date of Issuance the Company issued 208,333 Common Stock Purchase Warrants (the “Warrants”), exercisable immediately at a fixed exercise price of $0.60 with an expiration date of February 24, 2024. The Company has determined that the Warrants are exempt from derivative accounting and were valued at $55,417 on the Date of Inception using the Black Scholes Options Pricing Model. Assumptions used for the Black Scholes Options Pricing Model include (1) stock price of $0.27 per share, (2) exercise price of $0.60 per share, (3) term of 5 years, (4) expected volatility of 323% and (5) risk free interest rate of 2.56%. The Auctus Note #2 proceeds of $250,000 were then allocated between the fair value of the Auctus Note #2 ($250,000) and the Warrants ($55,417), resulting in a debt discount of $45,361. As the warrants are exercisable immediately, this debt discount was amortized in its entirety to interest expense on the Date of Issuance. Upon cashless conversion on March 12, 2020 an additional 166,667 warrants were issued for a market value of $66,364. The Auctus Note #2 was paid off on February 20, 2020, and the warrants were exercised on March 12,2020. Current notes convertible In the period January 1 to March 18, 2020 the Company entered into five contracts totaling $356,100 Senior Secured Promissory Note (“the Notes”), at an interest rate of 4-8% per annum, maturing in one year from issuance (the “Maturity Date”). Issuance fees totaling $50,100 were recorded as a debt discount, resulting in net proceeds of $306,000. The Notes are convertible into common stock of the Company, par value $.001 per share (the “Common Stock”) at any time after the earlier of: (i) 180 days from the date of the Notes or (ii) upon effective date of a new registration statement. The conversion price of the Notes is equal to the lesser of: (i) the lowest trading price for the twenty-day period prior to the date of the Notes or (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Company may prepay the Notes at any time at a rate of 120% of outstanding principal and interest during the first 90 days it is outstanding and 130% of outstanding principal and interest for the next 90 days thereafter. Thereafter the prepayment amount increases 5% for each thirty-day period until 270 days from the issue date at which time it is fixed at 150% of the outstanding principal and interest on the Notes. The Company also issued five-year warrants with cashless exercise provisions to purchase shares of Common Stock of the Company at an exercise price of $2.00 per share with cashless exercise provisions. For the year ending at December 31, 2020, the Company issued 72,000 warrants, resulting in an amortized debt discount of $12,711. Default on Convertible Notes On April 16, 2020, SEC ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading of BIXT was suspended for the period April 16 through April 29, 2020. As a result of the SEC ordered suspension the Company defaulted on outstanding Convertible Notes; resulting in an increase of the interest to ranges between 15% and 24% and the principal to increase to 168% of principal loan amount. The convertible debt increased by $673,956 to $1,612,356 while the interest accrual increased to approximately $28,563/month, amounting to $263,135 at December 31, 2020. At the default date, April 16, 2020, remaining debt discount of $76,265 was amortized to interest expense and the remaining debt premium of $856,560 was accredited to additional paid-in capital. A summary of the outstanding notes at December 31, 2020, are as follows: Debtor Date of Issuance Default Date Principal Amount Default Penalty Default Interest Warrants Issued Term Exercise Price Amortization of Warrants Accrued Interest GS Capital 10/30/2019 4/16/2020 $ 125,000 $ 65,808 24 % 50,000 5 $ 2.00 $ 23,867 $ 34,700 Power Up #1 10/24/2019 4/16/2020 106,000 114,224 22 % — — — — 38,491 Peak One 10/23/2019 4/16/2020 120,000 36,000 18 % 50,000 5 2.00 21,606 19,925 Tangiers 10/23/2019 4/16/2020 106,300 48.261 18 % 50,000 5 2.00 21,116 23,842 FirstFire 11/20/2019 4/16/2020 125,000 65,541 24 % 50,000 5 2.00 17,979 34,477 Power Up #2 12/30/2019 4/16/2020 54,600 57,185 22 % — — — — 18,743 EMA Financial 01/10/2020 4/16/2020 125,000 135,158 24 % 50,000 5 2.00 5,948 44,357 Crown Bridge 02/20/2020 4/16/2020 55,000 28,015 15 % 22,000 5 2.00 6,763 9,180 Power Up #3 02/19/2020 4/16/2020 56,600 58,039 22 % — — — — 18,616 Power Up #4 03/18/2020 4/16/2020 64,900 65,725 22 % — — — — 20,804 $ 938,400 $ 673,956 272,000 $ 97,279 $ 263,135 Convertible notes payable consists of the following at December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Principal balance $ 938,400 $ 886,900 Default penalty 673,956 — Unamortized debt discount — (60,038 ) Unamortized debt premium — 24,121 Outstanding, net of debt discount and premium $ 1,612,356 $ 850,983 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
STOCKHOLDERS' EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY The Company is authorized to issue 300,000,000 shares of Common Stock, and 50,000,000 shares of Preferred Stock. Preferred stock As of March 31, 2021, no preferred shares have been designated nor issued. Common stock On January 3, 2020, 100,000 shares of common stock were issued as a result of conversion of accrued interest and principal on the Auctus Note #2 for a total of $12,000. On February 18, 2020, 250,000 shares of common stock were issued as a result of conversion of accrued interest and principal on the Auctus Note #2 for a total of $22,132. On March 12, 2020, 750,000 of common stock were issued in exchange for 416,666 warrants with cashless exercise, originating from Auctus Notes #1 and #2. For the 3 months ending March 31, 2020, 656,000 shares were awarded under the 2010 Stock Plan for a total value of $150,497. For the 3 months ending March 31, 2021, 3,199,200 shares were awarded under the 2010 Stock Plan for a total value of $767,808. As at March 31, 2021, the Company has 100,649,873 shares of common stock issued and outstanding. At December 31, 2020 there were 97,450,673 shares of common stock issued and outstanding. Common Stock Warrants For the 3 months ended March 31, 2021 the Company did not issue any warrants. For the 3 months ended March 31, 2020 the Company issued 408,333 Warrants as part of convertible note agreements. The warrants total value allocated to debt discount was $129,929. For details, see Convertible Note Payable under Note 7. The fair value of stock warrants granted for the 3 months ended March 31, 2021 was calculated with the following assumptions: March 31, 2020 Risk-free interest rate 0.46 - 1.67 % Expected dividend yield 0 % Volatility factor (monthly) 158.22 % Expected life of warrant 5 years The following table summarizes the Company’s common stock warrant activity for the 3 months ended March 31, 2021 and 2020: Number of Warrants Weighted Average Exercise Price Weighted- Average Remaining Expected Term Outstanding as at January 1, 2020 616,666 $ 1.06 4.2 Granted 405,334 0.36 0.9 Exercised (750,000 ) — — Forfeited/Canceled — — — Outstanding as at December 31, 2020 272,000 $ 2.00 3.9 Granted — — — Exercised — — — Forfeited/Canceled — — — Outstanding as at March 31, 2021 272,000 $ 2.00 3.7 The following table summarizes information about stock warrants that are vested or expected to vest at March 31, 2021: Warrants Outstanding Exercisable Warrants Exercise Price Number of Warrants Weighted Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic $ 2.00 272,000 $ 2.00 3.65 $ — 272,000 $ 2.00 3.65 $ — The following table sets forth the status of the Company’s non-vested warrants as at March 31, 2021 and March 31, 2020: Number of Warrants Weighted- Average Grant-Date Fair Value Non-vested as at March 31, 2020 — $ — Granted 405,334 0.13 Forfeited — — Vested 405,334 0.13 Non-vested as at March 31, 2021 — $ — The weighted-average remaining contractual life for warrants exercisable at March 31, 2021 is 3.65 years. The aggregate intrinsic value for fully vested, exercisable warrants was $0 at March 31, 2021 and at December 31, 2020 was $0. Sales of Shares in Subsidiary For the 3 months ended March 31, 2021 there were 1,350,000 shares sold in the Company’s Subsidiary, Pharmalectin, Inc. for a total of $450,000. For the 3 months ended March 31, 2020 there were no such transaction. | NOTE 8 – STOCKHOLDERS’ EQUITY Preferred stock As at December 31, 2020 and 2019, no preferred shares have been designated or issued. Common stock On May 30, 2019, 25,000 shares of common stock were issued as a result of conversion of accrued interest on the Auctus Note #1 at $0.20 per share for a total of $5,000. On July 18, 2019, 25,000 shares of common stock were issued as a result of conversion of accrued interest on the Auctus Note #1 at $0.20 per share for a total of $5,000. On August 20, 2019, 20,000 shares of common stock were sold and issued from the active S-1 at $1 per share for a total of $20,000. On August 22, 2019, 25,000 shares of common stock were issued as a result of conversion of accrued interest on the Auctus Note #1 at $0.20 per share for a total of $5,000. On October 8, 2019, 50,000 shares of common stock were issued as a result of conversion of principal as well as accrued interest on the Auctus Note #1 at $0.20 per share for a total of $10,000. On November 8, 2019, 100,000 shares of common stock were issued as a result of conversion of accrued interest on the Auctus Note #2 at $0.12 per share for a total of $12,000. The Company recorded $864,551 in stock-based compensation for 1,127,000 issued shares in the year ended December 31, 2019. For details, see Shares Awarded and Issued under Note 9. On January 3, 2020, 100,000 shares of common stock were issued as a result of conversion of accrued interest and principal on the Auctus Note #2 for a total of $12,000. On February 18, 2020, 250,000 shares of common stock were issued as a result of conversion of accrued interest and principal on the Auctus Note #2 for a total of $22,132. On March 12, 2020, 750,000 of common stock were issued in exchange for 416,666 warrants with cashless exercise, originating from Auctus Notes #1 and #2. For the year ending December 31, 2020, 9,875,000 shares were awarded with an average cost per share of $0.01, under the 2010 Stock Plan for a total value of $228,407. For details, see Shares Awarded and Issued under Note 9. As at December 31, 2020, the Company has 97,450,673 shares of common stock issued and outstanding. At December 31, 2019 there were 86,475,673 shares of common stock issued and outstanding. Common Stock Warrants The fair value of stock warrants granted for the year ended December 31, 2020 was calculated with the following assumptions: 2020 2019 Risk-free interest rate 0.46 - 1.67 % 1.34 - 2.32 % Expected dividend yield 0 % 0 % Volatility factor (monthly) 158.22 % 122.25 % Expected life of warrant 5 years 5 years For the year ended December 31, 2020 the Company awarded 405,334 warrants, valued at $145,438, and 750,000 shares of common stock were issued in a cashless exercise. For the year ended December 31, 2019 the Company issued 408,333 Warrants as part of a convertible note agreements. The warrants total value allocated to debt discount was $129,929. For details, see Convertible Note Payable under Note 7. The following table summarizes the Company’s common stock warrant activity for the year ended December 31, 2020 and 2019: Number of Warrants Weighted Average Exercise Price Weighted- Average Remaining Expected Term Outstanding as at January 1, 2019 208,333 $ 0.60 4.8 Granted 408,333 1.29 5.0 Exercised — — — Forfeited/Canceled — — — Outstanding as at December 31, 2019 616,666 $ 1.06 4.2 Granted 405,334 0.36 0.9 Exercised (750,000 ) — — Forfeited/Canceled — — — Outstanding as at December 31, 2020 272,000 $ 2.00 3.9 The following table summarizes information about stock warrants that are vested or expected to vest at December 31, 2020: Warrants Outstanding Exercisable Warrants Exercise Price Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value $ 2.00 272,000 $ 2.00 3.90 $ — 272,000 $ 2.00 3.90 $ — $ 2.00 272,000 $ 2.00 3.90 $ — 272,000 $ 2.00 3.90 $ — The following table sets forth the status of the Company’s non-vested warrants as at December 31, 2020 and December 31, 2019: Number of Options Weighted- Average Grant-Date Fair Value Non-vested as at December 31, 2019 — $ — Granted 405,334 0.13 Forfeited — — Vested 405,334 0.13 Non-vested as at December 31, 2020 — $ — The weighted-average remaining contractual life for warrants exercisable at December 31, 2020 is 3.90 years. The aggregate intrinsic value for fully vested, exercisable warrants was $0 at December 31, 2020 and 2019 was $0. Common Stock Options For the year ended December 31, 2020 there were 192,000 options awarded under the 2010 Stock Option Plan. The options total fair value at the time of award was $18,460. For the year ended December 31, 2019 there were 341,000 options awarded under the 2010 Stock Option Plan. The options total fair value at the time of award was $257,143. For details, see Stock options granted and vested under note 9. Sales of Shares in Subsidiary For the year ended December 31, 2020 there were 2,600,000 shares sold in the Company’s Subsidiary, Pharmalectin, Inc. for a total of $950,000. For the year ended December 31, 2019 there were no such transaction. |
STOCK OPTION PLAN AND STOCK-BAS
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION | NOTE 9 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION On January 19, 2010, the Company adopted a stock option plan entitled “The 2010 Stock Plan” (2010 Plan) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights up to 15% of common stock, automatically adjusted on January 1 each year. Under the terms of the stock plans, the Board of Directors shall specify the exercise price and vesting period of each stock option on the grant date. Vesting of the options is typically immediate and the options typically expire in five years. Stock Awards may be directly issued under the Plan (without any intervening options). Stock Awards may be issued which are fully and immediately vested upon issuance. As at January 18, 2021, the plan was retired and depleted. On January 19, 2021, the 2010 Plan was replaced with “The 2021 Stock Plan” (2021 Plan) with the same terms as the 2010 Plan, as at March 31, 2021, 45,000 options and 100,000 shares have been awarded from the 2021 Plan. Shares Awarded and Issued 2010 Plan: On January 1, 2020 the Company granted 250,000 shares with a fair market value of $0.285/share at the time of award, to a consultant for assistance with the Companies PR work, for a total of $71,250. On January 31, 2020 the Company granted two subcontractors a total of 200,000 shares with a fair market value of $0.14/share at the time of award, as compensation for their work with the Company’s marketing efforts, for a total of $28,000. On March 18, 2020 the Company granted 200,000 shares with a fair market value of $0.245/share at the time of award, to a consultant for assistance with the Companies PR work, for a total of $49,000. On February 21, 2020 the Company granted 3,000 shares with a fair market value of $0.439/share to three members of the Audit Committee as compensation for their contribution in the Audit Committee, for a total of $1,317. On January 1, 2021 the Company granted 10,000 shares, with a fair market value of $0.24/share at the time of award, to a Medical Advisory Board Member for her contribution in the Company’s Advisory Board, for a total of $2,400. On January 15, 2021 the Company granted 3,189,200 shares of Common Stock valued at $0.24/share, equally divided to 227,800 shares/each to fourteen of the Company’s Managers, Board- and Medical Advisory Board members, as well as to indispensable Consultants currently working on the clinical trial submissions with the FDA, for a total value of $765,408. Number of Shares Fair Value Weighted Shares Issued as of December 31, 2019 471,000 $ 0.27 – 1.49 $ 0.77 Shares Issued 656,000 0.14 – 0.44 0.22 Shares Issued as of March 31, 2020 1,127,000 $ 0.14 – 1.49 $ 0.57 Shares Issued as of December 31, 2020 11,002,000 $ 0.003 – 1.49 $ 0.10 Shares Issued 3,199,200 0.24 0.24 Shares Issued as of March 31, 2021 14,201,200 $ 0.003 – 1.49 $ 0.13 For the three months ended March 31, 2021, the Company recorded stock-based compensation expense of $150,497 in connection with share-based payment awards. The Company did not record any recorded stock-based compensation expense in the three first months of 2020. Stock options granted and vested 2010 Plan: On January 1, 2020 the Company granted 3,000 three-year options immediately vested at an exercise price of $0.31 a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $603. On February 1, 2020 the Company granted 45,000 three-year options immediately vested at an exercise price of $0.15 a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $4,401. Stock options granted and vested 2021 Plan: On February 1, 2021 the Company granted 45,000 three-year options immediately vested at an exercise price of $0.20 to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $6,750. The fair value of stock options granted and revaluation of non-employee consultant options for the three months ended March 31, 2021 and 2020 was calculated with the following assumptions: March 31, 2021 March 31, 2020 Risk-free interest rate 0.17 % 1.32 - 1.69 % Expected dividend yield 0 % 0 % Volatility factor (monthly) 161.18 % 126.37 % Expected life of options 3 years 3 years For the three months ended March 31, 2021, the Company recorded compensation expense of $6,750 in connection with awarded stock options. For the three months ended March 31, 2020 the amount was $5,004. As at March 31, 2021, there was no unrecognized compensation expense related to non-vested stock option awards. The following table summarizes the Company’s stock option activity for the three months ended March 31, 2021, and 2020: Number of Options Exercise Weighted Outstanding as of December 31, 2019 341,000 $ 0.61 - 1.21 $ 0.96 Granted 48,000 0.15 - 0.31 0.16 Exercised - - - Options forfeited/cancelled - - - Outstanding as of March 31, 2020 389,000 $ 0.15 - 1.21 $ 0.76 Outstanding as of December 31, 2020 533,000 $ 0.001 - 1.21 $ 0.73 Granted 45,000 0.20 0.20 Exercised - - - Options forfeited/cancelled - - - Outstanding as of March 31, 2021 578,000 $ 0.001 - 1.21 $ 0.72 The following table summarizes information about stock options that are vested or expected to vest at March 31, 2021: Options Outstanding Exercisable Options Exercise Price Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value $ 0.001 45,000 $ 0.001 2.08 $ — 45,000 $ 0.001 2.08 $ — 0.05 3,000 0.05 2.50 — 3,000 0.05 2.50 — 0.15 90,000 0.15 2.08 — 90,000 0.15 2.08 — 0.18 45,000 0.18 2.58 — 45,000 0.18 2.58 — 0.20 48,000 0.20 2.80 — 48,000 0.20 2.80 — 0.31 3,000 0.31 1.75 — 3,000 0.31 1.75 — 0.32 3,000 0.32 2.00 — 3,000 0.32 2.00 — 0.73 3,000 0.73 1.50 — 3,000 0.73 1.50 — 0.61 45,000 0.61 1.59 — 45,000 0.61 1.59 — 0.95 200,000 0.95 1.45 — 200,000 0.95 1.45 — 1.09 3,000 1.09 1.25 — 3,000 1.09 1.25 — 1.10 45,000 1.10 1.33 — 45,000 1.10 1.33 — 1.21 45,000 1.21 1.08 — 45,000 1.21 1.08 — $ 0.001-1.21 578,000 $ 0.62 1.78 $ — 578,000 $ 0.62 1.78 $ — The following table sets forth the status of the Company’s non-vested stock options as of March 31, 2021 and December 31, 2020: Number of Weighted- Non-vested as of December 31, 2020 - $ - Granted 45,000 0.18 Forfeited - - Vested 45,000 0.18 Non-vested as of March 31, 2021 - $ - The weighted-average remaining estimated life for options exercisable at March 31, 2021 is 1.78 years. The aggregate intrinsic value for fully vested, exercisable options was $0 at March 31, 2021. The aggregate intrinsic value of options exercised for the three months ended at March 31, 2021 was $0 as no options were exercised. The actual tax benefit realized from stock option exercises for the three months ended at December 31, 2020 was no options available for exercise. As at March 31, 2021 the Company has 17,546,430 options or stock awards available for grant under the 2021 Plan. | NOTE 9 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION During the year ended December 31, 2010, the Company adopted a stock option plan entitled “The 2010 Stock Plan” (2010 Plan) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights up to 15% of common stock, automatically adjusted on January 1 each year. As at December 31, 2020, there were 533,000 outstanding stock options valued at historic fair market value of $275,603 and 11,002,000 shares issued valued at a fair historic market value of $1,075,358 at the time of award. As at December 31, 2019, there were 341,000 outstanding stock options with a fair historic market value of $257,143 and 1,127,000 shares issued with a fair historic market value of $864,551 at the time of award. Under the terms of the stock plans, the Board of Directors shall specify the exercise price and vesting period of each stock option on the grant date. Vesting of the options is typically immediate and the options typically expire in five years. Stock Awards may be directly issued under the Plan (without any intervening options). Stock Awards may be issued which are fully and immediately vested upon issuance. Shares Awarded and Issued: On November 2, 2018, the Company granted 4,000 shares with a fair market value of $0.51 to four members of the Company Board as compensation for their contribution in the Company’s Board of Directors, for a total of $2,040. The shares were issued in 2019. On November 6, 2018, the Company granted 1,000 shares with a fair market value of $0.52 to one member of the Audit Committee as compensation for his contribution in this Company Committee, for a total of $520. The shares were issued in 2019. On November 29, 2018, the Company granted 4,000 shares with a fair market value of $1.00 to four members of the Audit Committee as compensation for his contribution in this Company Committee, for a total of $4,000. The shares were issued in 2019. On March 7, 2019, the Company granted 3,000 shares with a fair market value of $0.27 to three members of the Audit Committee as compensation for their contribution in the Audit Committee, for a total of $810. On March 11, 2019 the Company granted 100,000 shares with a fair market value of $0.266, to a consultant as compensation for their work with the Company’s IR, for a total of $26,600. On May 10,2019 the Company granted 3,000 shares with a fair market value of $1.00 to three members of the Audit Committee as compensation for their contribution in the Audit Committee, for a total of $3,000. On May 17, 2019, the Company granted 4,000 shares with a fair market value of $1.49 to four members of the Company Board as compensation for their contribution in the Company’s Board of Directors, for a total of $5,960. On June 11, 2019 the Company granted 250,000 shares with a fair market value of $1.39 to a Financial Advisory Board Member for his contribution in the Company’s Advisory Board, for a total of $347,500. On July 15, 2019 the Company granted 100,000 shares with a fair market value of $0.75 to a Financial Advisory Board Member for his contribution in the Company’s Advisory Board, for a total of $75,000. On July 16, 2019 the Company granted 100,000 shares with a fair market value of $1.00 to a Financial Advisory Board Member for his contribution in the Company’s Advisory Board, for a total of $100,000. On August 9, 2019, the Company granted 2,000 shares with a fair market value of $0.80 to two members of the Audit Committee as compensation for their contribution in the Audit Committee, for a total of $1,600. On October 17, 2019 the Company granted 3,000 shares with a fair market value of $0.60 to four members of the Company Board as compensation for their contribution in the Company’s Board of Directors, for a total of $1,800. On October 21, 2019 the Company granted 300,000 shares with a fair market value of $0.554 at the time of award, to a consultant as compensation for their work with the Company’s IR, for a total of $166,283. On November 8, 2019 the Company granted 3,000 shares with a fair market value of $0.65 to four members of the Company Board as compensation for their contribution in the Company’s Board of Directors, for a total of $1,950. On November 11, 2019 granted a subcontractor 250,000 shares with a fair market value of $0.51 at the time of award, as compensation for their work with the Company’s IR, for a total of $127,500. On January 1, 2020 the Company granted 250,000 shares with a fair market value of $0.285/share at the time of award, to a consultant for assistance with the Companies PR work, for a total of $71,250. On January 31, 2020 the Company granted two subcontractors a total of 200,000 shares with a fair market value of $0.14/share at the time of award, as compensation for their work with the Company’s marketing efforts, for a total of $28,000. On February 21, 2020 the Company granted 3,000 shares with a fair market value of $0.439/share to three members of the Audit Committee as compensation for their contribution in the Audit Committee, for a total of $1,317. On March 18, 2020 the Company granted 200,000 shares with a fair market value of $0.245/share at the time of award, to a consultant for assistance with the Companies PR work, for a total of $49,000. On March 25, 2020, the Company granted 3,000 shares with a fair market value of $0.31/share to three members of the Company Board as compensation for their contribution in the Company’s Board of Directors, for a total of $930. On May 1, 2020 the Company appointed Mr. Mike Sheikh as EVP of Business Development. Mr. Sheikh was issued 8,800,000 shares with a fair market value of $0.003/share to be equally vested over a period of 3 years, but fully vested upon a change of control. The shares total fair value at the time of the award was $26,400. On July 1, 2020, the Company granted 3,000 shares with a fair market value of $0.19/share to three members of the Company Board as compensation for their contribution in the Board and Committee contribution during the previous quarter, for a total of $570. On August 3, 2020, the Company granted a total of 100,000 shares, to two Medical Consultants for their efforts in validating the Company’s science and potential clinical pathways. The shares total fair value at the time of award was $300. On September 17, 2020, the Company granted a total of 50,000 shares, to a Medical Consultants for his efforts in validating the Company’s science and potential clinical pathways. The shares total fair value at the time of award was $1,500. On October 1, 2020, the Company granted 3,000 shares with a fair market value of $0.02/share to three members of the Company Board as compensation for their contribution in the Board and Committee contribution during the previous quarter, for a total of $60. On November 13, 2020, the Company granted 63,000 shares with a fair market value of $0.18/share to three members of the Company Board as compensation for their contribution in the Board and Committee contribution during the previous quarter, for a total of $11,580. On November 13, 2020, the Company granted 200,000 shares with a fair market value of $0.19/share to two Medical Consultants for their efforts in validating the Company’s science and potential clinical pathways, for a total of $37,500. Number of Shares Fair Value per Share Weighted Average Market Value per Share Shares Granted as at December 31, 2019 1,127,000 $ 0.27 - 1.49 $ 0.77 Shares Granted 9,875,000 0.003 - 0.44 0.02 Shares Granted as at December 31, 2020 11,002,000 $ 0.003 - 1.49 $ 0.10 For the year ended December 31, 2020, the Company recorded stock-based compensation expense of $228,407 in connection with share-based payment awards. For the year ended December 31, 2019, the Company recorded stock-based compensation expense of $864,551 in connection with share-based payment awards. Stock options granted and vested: On May 1, 2019, the Company granted 45,000 three-year vested options at an exercise price of $1.21, to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $44,820. On July 1, 2019 the Company granted 3,000 three-year vested options at an exercise price of $1.09 to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $2,447. On August 1, 2019 the Company granted 45,000 three-year vested options at an exercise price of $1.10 a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $39,731. On September 13, 2019 the Company granted 200,000 three-year vested options at an exercise price of $0.95 to two Financial Advisory Board Members for their contribution in the Company’s Advisory Board. The options total fair value at the time of award was $141,060. On October 1, 2019 the Company granted 3,000 three-year vested options at an exercise price of $0.73 a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $1,635. On November 1, 2019 the Company granted 45,000 three-year vested options at an exercise price of $0.61 a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $27.450. On January 1, 2020 the Company granted 3,000 three-year vested options at an exercise price of $0.31 to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $603. On February 1, 2020 the Company granted 45,000 three-year vested options at an exercise price of $0.15 to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $4,401. On April 1, 2020 the Company granted 3,000 three-year vested options at an exercise price of $0.32 to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of the award was $646. On May 1, 2020 the Company granted 45,000 three-year vested options at an exercise price of $0.001 to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of the award was $45. On July 1, 2020 the Company granted 3,000 three-year vested options at an exercise price of $0.18/share to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of the award was $538. On August 1, 2020 the Company granted 45,000 three-year vested options at an exercise price of $0.14/share to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of the award was $6,300. On October 1, 2020 the Company granted 3,000 three-year vested options at an exercise price of $0.05/share to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of the award was $135. On November 1, 2020 the Company granted 45,000 three-year vested options at an exercise price of $0.18/share to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of the award was $5,792. The fair value of stock options granted and revaluation of non-employee consultant options for the year ended December 31, 2020 was calculated with the following assumptions: 2020 2019 Risk-free interest rate 0.10 - 1.61 % 1.34 - 2.32 % Expected dividend yield 0 % 0 % Volatility factor (monthly) 158.22 % 122.25 % Expected life of option 3 years 3 years For the year ended December 31, 2020, the Company recorded compensation expense of $18,460 in connection with awarded stock options. The Company recorded $257,143 in awarded option valuation as compensation expense during 2019. As at December 31, 2020, there was no unrecognized compensation expense related to non-vested stock option awards. The following table summarizes the Company’s stock option activity during the year ended at December 31, 2020: Number of Shares Exercise Price per Share Weighted Average Exercise Price per Share Outstanding as at December 31, 2019 341,000 $ 0.61 - 1.21 $ 0.96 Granted 192,000 0.001 - 0.32 0.13 Exercised — — — Options forfeited/cancelled — — — Outstanding as at December 31, 2020 533,000 $ 0.001 - 1.21 $ 0.73 The following table summarizes information about stock options that are vested or expected to vest at December 31, 2020: Options Outstanding Exercisable Options Exercise Price Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value $ 0.001 45,000 $ 0.001 2.33 $ — 45,000 $ 0.001 2.33 $ — 0.05 3,000 0.05 2.75 3,000 0.05 2.75 0.15 90,000 0.15 2.33 — 90,000 0.15 2.33 — 0.18 45,000 0.18 2.83 45,000 0.18 2.83 0.20 3,000 0.20 2.50 — 3,000 0.20 2.50 — 0.31 3,000 0.31 2.00 — 3,000 0.31 2.00 — 0.32 3,000 0.32 2.25 — 3,000 0.32 2.25 — 0.73 3,000 0.73 1.83 — 3,000 0.73 1.83 — 0.61 45,000 0.61 1.75 — 45,000 0.61 1.75 — 0.95 200,000 0.95 1.70 — 200,000 0.95 1.70 — 1.09 3,000 1.09 1.50 — 3,000 1.09 1.50 — 1.10 45,000 1.10 1.58 — 45,000 1.10 1.58 — 1.21 45,000 1.21 1.33 — 45,000 1.21 1.33 — $ 0.001-1.21 533,000 $ 0.71 2.10 $ — 533,000 $ 0.71 2.10 $ — The following table sets forth the status of the Company’s non-vested stock options as at December 31, 2020 and December 31, 2019: Number of Options Weighted- Average Grant-Date Fair Value Non-vested as at December 31, 2019 — $ — Granted 192,000 0.13 Forfeited — — Vested 192,000 0.13 Non-vested as at December 31, 2020 — $ — The weighted-average remaining contractual life for options exercisable at December 31, 2020 is 1.94 years. The aggregate intrinsic value for fully vested, exercisable options was $0 at December 31, 2020. The aggregate intrinsic value of options exercised for the year ended at December 31, 2019 was $0. The actual tax benefit realized from stock option exercises for the year ended at December 31, 2020 and 2019 was $0 as no options were exercised. At December 31, 2020 the Company has 3,189,296 options or stock awards available for grant under the 2010 Plan. |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 10 – PROVISION FOR INCOME TAXES Provision for Income Taxes During the year ended December 31, 2020 and December 31, 2019, no provision for income taxes was recorded as the Company generated net operating losses. The tax effects of temporary differences that give rise to deferred tax assets are presented below: 2020 2019 Deferred Tax Assets: Net operating loss carryforward $ 3,225,628 $ 832,590 Total deferred tax assets 677,382 174,840 Valuation allowance (677,382 ) (174,840 ) Deferred tax asset, net of valuation allowance $ — $ — A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Tax benefit at federal statutory rate (21.0 )% (21.0 )% The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s history of losses since inception, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized. At December 31, 2020, the Company had approximately $3,225,628 of federal net operating losses that may be available to offset future taxable income, At December 31, 2019, the Company had approximately $832,590 of federal net operating losses that may be available to offset future taxable income. $2,870 of the net operating loss carry forwards (NOL), if not utilized, will expire in 2037 for federal purposes, the remaining amount of NOL can be carried forward indefinitely. As at the fiscal year 2020, a deduction for issued warrants and stock options and restricted shares awarded from the 2010 Stock Plan for a total of $1,448,240 has not yet been made, for the fiscal year 2019 this total was $1,324,035. The market value less exercise price for these awards will be deducted if and when the warrants and stock options are exercised, while the restricted shares will be deducted at market value at the date they were awarded, once the restriction is removed. Pursuant to the Internal Revenue Code Section 382 (“Section 382”), certain ownership changes may subject the net operating loss carryforwards (“carryforwards”) and research and development tax credit carryforwards to annual limitations which could reduce or defer the carryforwards. Section 382 imposes limitations on a corporation’s ability to utilize carryforwards if it experiences an ownership change. An ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the carryforwards would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the carryforwards to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such carryforwards to expire unused, reducing or eliminating the benefit of such carryforwards. The Company has not completed a Section 382 study to determine if there have been one or more ownership changes due to the costs associated with such a study. Until a study is completed and the extent of the limitations, if any, is able to be determined, no additional amounts have been written off or are being presented as an uncertain tax position. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2019 and future years, including a reduction in the U.S. federal corporate income tax rate to 21%, effective January 1, 2019. The Company applies the provisions of ASC 740-10, Income Taxes. The Company has not recognized any liability for unrecognized tax benefits and does not believe there is any uncertainty with respect to its tax position. The Company’s policy with respect to unrecognized tax benefits is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending income tax examinations. Earlier years may be examined to the extent that tax credit or net operating loss carryforwards are used in future periods. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Employment contracts The Company’s executive officers have entered employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The employment agreements provide for the payment of $100,000 in severance upon termination of employment without cause and make no provisions for any payment upon a change of control. Litigation In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable. On June 5, 2020 the Supreme Court of the State of New York, County of Nassau, issued a commencement of Action based on behalf of Power Up Lending Group, Ltd (“Power Up” or the “Claimant”). The Claimant request that due to the default of their note requesting a judgment for an amount of not less than $420,750. Among other claims Power Up asserts that the Company willfully failed to maintain the trading status, and manipulated its stock in its efforts to defraud the public and its investors by making false press statements and the like. The Company is denying any wrong-doing. However, the full requested amount has been included in the default calculation of the convertible debt. On January 20, 2021 the Supreme Court of the State of New York, County of Nassau, granted Power Up a summary judgement against the Company for Breach of Contact, awarding Power Up damages in the amount of $420,750. Subsidiary commitments The Company has signed an agreement with Pharmalectin Partners, LLC for them to acquire 50% of the Company’s Subsidiary for a total value of $5,050,000. The single use of this investment is to develop ProLectin-I for SARS-CoV-2 treatment. At the date of March 31, 2021, $1,400,000 has been invested in the research and development of this drug. If the outlined milestones are met, the remainder of the investment will be disbursed during the second quarter of 2021. If the outcome is successful, the shares can during a limited time, prior to commercialization, be converted into 17.5% of the Company’s outstanding common stock. | NOTE 11 – COMMITMENTS AND CONTINGENCIES Employment contracts The Company’s executive officers have entered employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The employment agreements do not provide for the payment of any compensation to our executive officers but provide for the payment of $100,000 in severance upon termination of employment without cause and make no provisions for any payment upon a change of control. Litigation In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable. On June 5, 2020 the Supreme Court of the State of New York, County of Nassau, issued a commencement of Action based on behalf of Power Up Lending Group, Ltd (“Power Up” or the “Claimant”). The Claimant request that due to the default of their note requesting a judgment for an amount of not less than $420,750. Among other claims Power Up asserts that the Company willfully failed to maintain the trading status, and manipulated its stock in its efforts to defraud the public and its investors by making false press statements and the like. The Company is denying any wrong-doing. However, the full requested amount has been included in the default calculation of the convertible debt. Sales of Shares in Subsidiary The Company has signed an agreement with Pharmalectin Partners, LLC for them to acquire 50% of the Company’s Subsidiary for a total value of $5,050,000. The single use of this investment is to develop ProLectin-I for SARS-CoV-2 treatment. At the date of December 31, 2020, $950,000 has been invested in the research and development of this drug. If the outlined milestones are met, the remainder of the investment will be disbursed during the first two quarters of 2021. If the outcome is successful, the shares can for a limited time, prior to commercialization, be converted into 17.5% of the Company’s outstanding common stock. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS The Company has evaluated events from March 31, 2021 through the date the financial statements were issued. The events requiring disclosure for this period are as follows; Common stock Stock Options Awarded and Issued under the 2021 Stock Plan: On May 1, 2021 the Company granted 45,000 three-year options at an exercise price of $0.19 a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $7,650. Shares Awarded and Issued under the 2021 Stock Plan: On April 1, 2021 the Company granted 10,000 shares to a Medical Advisory Board Member for her contribution to the Company during the first quarter of 2021. The total fair market value at the time of the award was $1,700, or $0.17/share. On April 1, 2021 the Company granted 90,000 shares to three Board Members in reward of their attendance at Board and Committee meetings during the first quarter of 2021. The total fair market value at the time of the award was $15,300, or $0.17/share. On April 22, 2021 the Company granted 150,000 shares to a Consultant to resolve issues with OTC and FINRA as a result of the SEC suspension. The total fair market value at the time of the award was $25,500, or $0.17/share. Sales of Shares in Subsidiary, Convertible Notes and Conversion to Common Stock On April 16, 2021, the Subsidiaries JV raised an initial $150,000 (450,000 shares) of a $3,500,000 (10,500,000 shares) Private Placement Offering to finance the ongoing clinical trials with ProLectin for treatment of COVID-19. The shares are convertible to Bioxytran common stock in a 1 for 1 exchange. Issuance of Convertible Notes Payable On May 3, 2021, the Company issued four 1-year convertible promissory notes (the “Notes”) with a face value of $1,265,000, maturing on May 2, 2022, and a stated interest of 6% to third-party investors. The Notes is convertible into common stock of the Company, par value $.001 per share (the “Common Stock”) from time to time, or at any time. Within 45 days of the Original Issuance Date, the company should prepare and file with the SEC a Registration Statement on Form S-1, shall include the Registrable Securities in the Registration Statement and use its best efforts to cause the Registration Statement to become effective and remain effective. The conversion price of the Notes is equal to $0.13 or 85% of the closing price of any Qualified Financing, which consists of any fundraising receiving gross proceeds of not less than $500,000, whichever is less. The Notes was funded on May 10, 2021, when the Company received proceeds of $1,265,000, with disbursements for the fees and commissions which in aggregate resulted in a total discount of $128,850 to be amortized to interest expense over the life of the Notes. | NOTE 12 – SUBSEQUENT EVENTS The Company has evaluated events from December 31, 2020 through the date the financial statements were issued. The events requiring disclosure for this period are as follows; Common stock Shares Awarded and Issued under the 2010 Stock Plan: On January 1, 2021 the Company granted 10,000 shares, with a fair market value of $0.24/share at the time of award, to a Medical Advisory Board Member for her contribution in the Company’s Advisory Board, for a total of $2,400. On January 15, 2021 the company granted 3,189,200 shares of Common Stock valued at $0.24/share, equally divided to 227,800 shares/each to fourteen of the Company’s Managers, Board- and Medical Advisory Board members, as well as to indispensable Consultants currently working on the clinical trial submissions with the FDA, for a total value of $765,408. The 2010 Stock Plan has been liquidated and did expire as at January 18, 2021. 2021 Stock Plan On January 19, 2021, the “effective time”, the Board of Directors approved the 2021 Stock Plan. The Plan is established by the Company to attract and retain persons eligible to participate in the Plan, motivate Participants to achieve long-term Company goals, and further align Participants’ interests with those of the Company’s other stockholders. The Plan is adopted as at the Effective Time, subject to approval by the Company’s stockholders within 12 months before or after such adoption date. Unless the Plan is discontinued earlier by the Board, no Award shall be granted hereunder on or after the date 10 years after the effective date. The aggregate number of shares of Stock which may be delivered under the Plan shall not exceed a number equal to 15% of the total number of shares of Stock outstanding immediately following the Effective Time, assuming for this purpose the conversion into Stock of all outstanding securities that are convertible by their terms (directly or indirectly) into Stock; provided, however, that, as at January 1 of each calendar year, commencing with the year 2022, the maximum number of shares of Stock which may be delivered under the Plan shall automatically increase by a number sufficient to cause the number of shares of Stock covered by the Plan to equal 15% of the total number of shares of Stock then outstanding, assuming for this purpose the conversion into Stock of all outstanding securities that are convertible by their terms (directly or indirectly) into Stock. The 2021 Stock Plan currently holds 17,014,376 shares. Shares Awarded and Issued under the 2021 Stock Plan: On April 1, 2021 the Company granted 10,000 shares, with a fair market value of $0.17/share at the time of award, to a Medical Advisory Board Member for her contribution in the Company’s Advisory Board, for a total of $1,700. On April 1, 2021 the Company granted 30,000 shares each, with a fair market value of $0.17/share at the time of award, to three members of the Company Board as compensation for their contribution in the Board and Committee meetings during Q1, 2021, for a total of $15,300. Stock Options Awarded and Issued Under the 2021 Stock Plan: On February 1, 2021 the Company granted 45,000 three-year options at an exercise price of $0.20 to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $6,750. Sales of Shares in Subsidiary, Convertible Notes and Conversion to Common Stock At March 24, 2021, Pharmalectin Partners, LLC have invested an additional $450,000 in the Subsidiary, increasing their interest in the Subsidiary to 12%. Litigation On January 20, 2021 the Supreme Court of the State of New York, County of Nassau, granted Power Up a summary judgement against the Company for Breach of Contact, awarding Power Up damages in the amount of $420,750. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Cash | Cash For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. | Cash For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Net Loss per Common Share, basic and diluted | Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. At March 31, 2021, we would, based on current market price of $0.17/share, be obligated to issue approximately 20,618,708 shares of common stock upon conversion of the currently outstanding Convertible Notes and 272,000 shares upon exercise of the warrants. For the Notes, the shares total is based on $1,962,901 of currently outstanding principal, default penalty and unpaid interest. At March 31, 2020, we would, based on the market price of $0.33/share, be obligated to issue approximately 5,161,511 shares of common stock upon conversion of the outstanding Convertible Note and 272,000 shares upon exercise of the warrants. For the Notes, the shares total was based on $1,048,800 of outstanding principal and unpaid interest at March 31, 2020. The conversion is priced to equal to the lesser of (i) the lowest trading price for the twenty-day period prior to the date of the Note or (ii) 65% of the lowest trading price during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Convertible Notes are limited to converting no more than 4.99% of our issued an outstanding common stock. | Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. At December 31, 2020, we would, based on current market price of $0.24/share, be obligated to issue approximately 11,974,301 shares of common stock upon conversion of the currently outstanding Convertible Notes and 272,000 shares upon exercise of the warrants. For the Notes, the shares total is based on $1,867,991 of currently outstanding principal, default penalty and unpaid interest. At December 31, 2019, we would, based on current market price of $0.285/share, be obligated to issue approximately 5,628,000 shares of common stock upon conversion of the outstanding Convertible Note and 616,666 shares upon exercise of the warrants. For the Notes, the shares total was based on $850,983 of currently outstanding principal and unpaid interest The conversion is priced to equal to the lesser of (i) the lowest trading price for the twenty-day period prior to the date of the Note or (ii) 65% of the lowest trading price during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Convertible Notes are limited to converting no more than 4.99% of our issued an outstanding common stock. |
Stock Based Compensation | Stock Based Compensation The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date pursuant ASC 718. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. | Stock Based Compensation The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date pursuant ASC 718. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. |
Accounting for subsidiary stock transactions | Accounting for subsidiary stock transactions The Company accounts for subsidiary stock transactions in accordance with Opinions of the Accounting Principles Board 09 (APBO No. 9). In paragraph 28, this pronouncement excluded all adjustments from transactions in a company’s own stock “. . . from the determination of net income or the results of operations under all circumstances.” During the 3 months ended March 31, 2021, the Company sold 9% of its subsidiary Pharmalectin for a total amount of $450,000. Accordingly, APIC has been adjusted with this amount for the 3 months ended March 31, 2021, no such transaction took place during the 3 months ended March 31, 2020. | Accounting for subsidiary stock transactions The Company accounts for subsidiary stock transactions in accordance with Opinions of the Accounting Principles Board 09 (APBO No. 9). In paragraph 28, this pronouncement excluded all adjustments form transactions in a company’s own stock “. . . from the determination of net income or the results of operations under all circumstances.” During the year ended December 31, 2020, the Company sold 9% of its subsidiary Pharmalectin for a total amount of $950,000. Accordingly, APIC has been adjusted with this amount for the year ended December 31, 2020, no such transaction took place during the year ended December 31, 2019. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this 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. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the 3 months ended March 31, 2021 and 2020. On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2020, using the new corporate tax rate of 21 percent. | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this 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. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the years ended December 31, 2020 and 2019. On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2017, using the new corporate tax rate of 21 percent. See Note 10. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. During the 3 months ended March 31, 2021 the Company incurred $347,033 in research and development expenses, while during the 3 months ended March 31, 2020 the Company did not incur any such expenses. | Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. During the year ended December 31, 2020 the Company incurred $544,519 in research and development expenses, while during the year ended December 31, 2019 the Company did not incur any such expenses. |
Intangibles - Goodwill and Other | Intangibles – Goodwill and Other Valuation of intangibles are in accordance with ASC 350. Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application, generally approximating seventeen years. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent. | Intangibles – Goodwill and Other Valuation of intangibles are in accordance with ASC 350. Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application, generally approximating seventeen years. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent. |
Accrued Expenses | Accrued Expenses As part of the process of preparing our consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S. | Accrued Expenses As part of the process of preparing our consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S. |
Warrants | Warrants The Company has issued common stock warrants in connection with the execution of certain equity and debt financings. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end. | Warrants The Company has issued common stock warrants in connection with the execution of certain equity and debt financings. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end. |
Fair Value | Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. | Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. | Recent Accounting Pronouncements There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible | Estimated Life (years) March 31, 2021 December 31, 2020 Capitalized patent costs 20 $ 18,953 $ 10,000 Accumulated amortization — — Intangible assets, net $ 18,953 $ 10,000 | The current patent application is still in process, and is therefore not yet amortized. Estimated Life (years) December 31, 2020 December 31, 2019 Capitalized patent costs 20 $ 10,000 $ — Accumulated amortization — — Intangible assets, net $ 10,000 $ — |
ACCOUNTS PAYABLES AND ACCRUED_2
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounts Payables and Accrued Expenses and Other Current Liabilities [Abstract] | ||
Schedule of accounts payables and accrued expenses and other current liabilities | The following table represents the major components of accounts payables and accrued expenses and other current liabilities at March 31, 2021 and at December 31, 2020: March 31, December 31, Accounts payable related party (1) $ 368,367 $ 307,176 Professional fees 125,468 84,325 Interest 350,545 263,135 Other accounts payable 836 667 Other short-term debt (2) 420,750 — Default Penalty 673,956 673,956 Convertible notes payable 938,400 938,400 Total $ 2,878,322 $ 2,267,659 (1) $138,000 to each the CFO and the CEO for 23 months of salary for the period May 1, 2019, through March 31, 2021 and $92,367 to the VPBD for salary and expenses for a period of 11 months, May 1, 2020, through March 31, 2021. At December 31, 2020 there was $120,000 to each the CFO and the CEO for 20 months of salary for the period May 2019 through December 2020, and $67,176 to the VPBD for salary and expenses for the period May through December 2020. (2) On January 20, 2021 the Supreme Court of the State of New York, County of Nassau, granted Power Up a summary judgement against the Company for Breach of Contact, awarding Power Up damages in the amount of $420,750. | The following table represents the major components of accounts payables and accrued expenses and other current liabilities at December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Accounts payable related party (1) $ 307,176 $ 96,000 Professional fees 84,325 42,963 Interest 263,135 14,374 Payroll taxes — 7,344 Other accounts payable 667 7,251 Default penalty 673,956 — Convertible note payable 938,400 850,983 Total $ 2,267,659 $ 1,018,915 (1) $120,000 to each the CFO and the CEO for 8 months of salary for the period May 2019 through December 2020, and $67,176 to the VPBD for salary and expenses for the period May through December 2020, while there was $48,000 to each the CFO and the CEO at December 31,2019. |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of outstanding notes | A summary of the outstanding notes at March 31, 2021, are as follows: Debtor Date of Default Principal Default Penalty Default Interest Warrants Issued Term Exercise Amortization Accrued Interest GS Capital 10/30/2019 4/16/2020 $ 125,000 $ 65,808 24 % 50,000 5 $ 2.00 $ 23,867 $ 45,992 Power Up #1 10/24/2019 4/16/2020 106,000 114,224 22 % — — — — 50,438 Peak One 10/23/2019 4/16/2020 120,000 36,000 18 % 50,000 5 2.00 21,606 26,849 Tangiers 10/23/2019 4/16/2020 106,300 48.261 18 % 50,000 5 2.00 21,116 30,702 FirstFire 11/20/2019 4/16/2020 125,000 65,541 24 % 50,000 5 2.00 17,979 45,753 Power Up #2 12/30/2019 4/16/2020 54,600 57,185 22 % — — — — 24,807 EMA Financial 01/10/2020 4/16/2020 125,000 135,158 24 % 50,000 5 2.00 5,948 61,030 Crown Bridge 02/20/2020 4/16/2020 55,000 28,015 15 % 22,000 5 2.00 6,763 12,250 Power Up #3 02/19/2020 4/16/2020 56,600 58,039 22 % — — — — 24,835 Power Up #4 03/18/2020 4/16/2020 64,900 65,725 22 % — — — — 27,890 $ 938,400 $ 673,956 272,000 $ 97,279 $ 350,545 | A summary of the outstanding notes at December 31, 2020, are as follows: Debtor Date of Issuance Default Date Principal Amount Default Penalty Default Interest Warrants Issued Term Exercise Price Amortization of Warrants Accrued Interest GS Capital 10/30/2019 4/16/2020 $ 125,000 $ 65,808 24 % 50,000 5 $ 2.00 $ 23,867 $ 34,700 Power Up #1 10/24/2019 4/16/2020 106,000 114,224 22 % — — — — 38,491 Peak One 10/23/2019 4/16/2020 120,000 36,000 18 % 50,000 5 2.00 21,606 19,925 Tangiers 10/23/2019 4/16/2020 106,300 48.261 18 % 50,000 5 2.00 21,116 23,842 FirstFire 11/20/2019 4/16/2020 125,000 65,541 24 % 50,000 5 2.00 17,979 34,477 Power Up #2 12/30/2019 4/16/2020 54,600 57,185 22 % — — — — 18,743 EMA Financial 01/10/2020 4/16/2020 125,000 135,158 24 % 50,000 5 2.00 5,948 44,357 Crown Bridge 02/20/2020 4/16/2020 55,000 28,015 15 % 22,000 5 2.00 6,763 9,180 Power Up #3 02/19/2020 4/16/2020 56,600 58,039 22 % — — — — 18,616 Power Up #4 03/18/2020 4/16/2020 64,900 65,725 22 % — — — — 20,804 $ 938,400 $ 673,956 272,000 $ 97,279 $ 263,135 |
Schedule of convertible notes payable | Convertible notes payable consists of the following at March 31, 2021 and December 31, 2020: March 31, December 31, Principal balance $ 938,400 $ 938,400 Default Penalty 673,956 673,056 Unamortized debt discount - - Unamortized debt premium - - Outstanding, net of debt discount and premium $ 1,612,356 $ 1,612,356 | Convertible notes payable consists of the following at December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 Principal balance $ 938,400 $ 886,900 Default penalty 673,956 — Unamortized debt discount — (60,038 ) Unamortized debt premium — 24,121 Outstanding, net of debt discount and premium $ 1,612,356 $ 850,983 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Schedule of stock warrants granted | The fair value of stock warrants granted for the 3 months ended March 31, 2021 was calculated with the following assumptions: March 31, 2020 Risk-free interest rate 0.46 - 1.67 % Expected dividend yield 0 % Volatility factor (monthly) 158.22 % Expected life of warrant 5 years | The fair value of stock warrants granted for the year ended December 31, 2020 was calculated with the following assumptions: 2020 2019 Risk-free interest rate 0.46 - 1.67 % 1.34 - 2.32 % Expected dividend yield 0 % 0 % Volatility factor (monthly) 158.22 % 122.25 % Expected life of warrant 5 years 5 years |
Schedule of company's common stock warrants activity | The following table summarizes the Company’s common stock warrant activity for the 3 months ended March 31, 2021 and 2020: Number of Warrants Weighted Average Exercise Price Weighted- Average Remaining Expected Term Outstanding as at January 1, 2020 616,666 $ 1.06 4.2 Granted 405,334 0.36 0.9 Exercised (750,000 ) — — Forfeited/Canceled — — — Outstanding as at December 31, 2020 272,000 $ 2.00 3.9 Granted — — — Exercised — — — Forfeited/Canceled — — — Outstanding as at March 31, 2021 272,000 $ 2.00 3.7 | The following table summarizes the Company’s common stock warrant activity for the year ended December 31, 2020 and 2019: Number of Warrants Weighted Average Exercise Price Weighted- Average Remaining Expected Term Outstanding as at January 1, 2019 208,333 $ 0.60 4.8 Granted 408,333 1.29 5.0 Exercised — — — Forfeited/Canceled — — — Outstanding as at December 31, 2019 616,666 $ 1.06 4.2 Granted 405,334 0.36 0.9 Exercised (750,000 ) — — Forfeited/Canceled — — — Outstanding as at December 31, 2020 272,000 $ 2.00 3.9 |
Schedule of stock warrants | The following table summarizes information about stock warrants that are vested or expected to vest at March 31, 2021: Warrants Outstanding Exercisable Warrants Exercise Price Number of Warrants Weighted Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic $ 2.00 272,000 $ 2.00 3.65 $ — 272,000 $ 2.00 3.65 $ — | The following table summarizes information about stock warrants that are vested or expected to vest at December 31, 2020: Warrants Outstanding Exercisable Warrants Exercise Price Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value $ 2.00 272,000 $ 2.00 3.90 $ — 272,000 $ 2.00 3.90 $ — $ 2.00 272,000 $ 2.00 3.90 $ — 272,000 $ 2.00 3.90 $ — |
Schedule of non-vested warrants | The following table sets forth the status of the Company’s non-vested warrants as at March 31, 2021 and March 31, 2020: Number of Warrants Weighted- Average Grant-Date Fair Value Non-vested as at March 31, 2020 — $ — Granted 405,334 0.13 Forfeited — — Vested 405,334 0.13 Non-vested as at March 31, 2021 — $ — | The following table sets forth the status of the Company’s non-vested warrants as at December 31, 2020 and December 31, 2019: Number of Options Weighted- Average Grant-Date Fair Value Non-vested as at December 31, 2019 — $ — Granted 405,334 0.13 Forfeited — — Vested 405,334 0.13 Non-vested as at December 31, 2020 — $ — |
STOCK OPTION PLAN AND STOCK-B_2
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of fair value of stock awards granted | Number of Shares Fair Value Weighted Shares Issued as of December 31, 2019 471,000 $ 0.27 – 1.49 $ 0.77 Shares Issued 656,000 0.14 – 0.44 0.22 Shares Issued as of March 31, 2020 1,127,000 $ 0.14 – 1.49 $ 0.57 Shares Issued as of December 31, 2020 11,002,000 $ 0.003 – 1.49 $ 0.10 Shares Issued 3,199,200 0.24 0.24 Shares Issued as of March 31, 2021 14,201,200 $ 0.003 – 1.49 $ 0.13 | On November 13, 2020, the Company granted 200,000 shares with a fair market value of $0.19/share to two Medical Consultants for their efforts in validating the Company’s science and potential clinical pathways, for a total of $37,500. Number of Shares Fair Value per Share Weighted Average Market Value per Share Shares Granted as at December 31, 2019 1,127,000 $ 0.27 - 1.49 $ 0.77 Shares Granted 9,875,000 0.003 - 0.44 0.02 Shares Granted as at December 31, 2020 11,002,000 $ 0.003 - 1.49 $ 0.10 |
Summary of stock options granted valuation assumptions | The fair value of stock options granted and revaluation of non-employee consultant options for the three months ended March 31, 2021 and 2020 was calculated with the following assumptions: March 31, 2021 March 31, 2020 Risk-free interest rate 0.17 % 1.32 - 1.69 % Expected dividend yield 0 % 0 % Volatility factor (monthly) 161.18 % 126.37 % Expected life of options 3 years 3 years | The fair value of stock options granted and revaluation of non-employee consultant options for the year ended December 31, 2020 was calculated with the following assumptions: 2020 2019 Risk-free interest rate 0.10 - 1.61 % 1.34 - 2.32 % Expected dividend yield 0 % 0 % Volatility factor (monthly) 158.22 % 122.25 % Expected life of option 3 years 3 years |
Summary of stock option activity | The following table summarizes the Company’s stock option activity for the three months ended March 31, 2021, and 2020: Number of Options Exercise Weighted Outstanding as of December 31, 2019 341,000 $ 0.61 - 1.21 $ 0.96 Granted 48,000 0.15 - 0.31 0.16 Exercised - - - Options forfeited/cancelled - - - Outstanding as of March 31, 2020 389,000 $ 0.15 - 1.21 $ 0.76 Outstanding as of December 31, 2020 533,000 $ 0.001 - 1.21 $ 0.73 Granted 45,000 0.20 0.20 Exercised - - - Options forfeited/cancelled - - - Outstanding as of March 31, 2021 578,000 $ 0.001 - 1.21 $ 0.72 | The following table summarizes the Company’s stock option activity during the year ended at December 31, 2020: Number of Shares Exercise Price per Share Weighted Average Exercise Price per Share Outstanding as at December 31, 2019 341,000 $ 0.61 - 1.21 $ 0.96 Granted 192,000 0.001 - 0.32 0.13 Exercised — — — Options forfeited/cancelled — — — Outstanding as at December 31, 2020 533,000 $ 0.001 - 1.21 $ 0.73 |
Summary of stock options vested or expected to vest | The following table summarizes information about stock options that are vested or expected to vest at March 31, 2021: Options Outstanding Exercisable Options Exercise Price Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value $ 0.001 45,000 $ 0.001 2.08 $ — 45,000 $ 0.001 2.08 $ — 0.05 3,000 0.05 2.50 — 3,000 0.05 2.50 — 0.15 90,000 0.15 2.08 — 90,000 0.15 2.08 — 0.18 45,000 0.18 2.58 — 45,000 0.18 2.58 — 0.20 48,000 0.20 2.80 — 48,000 0.20 2.80 — 0.31 3,000 0.31 1.75 — 3,000 0.31 1.75 — 0.32 3,000 0.32 2.00 — 3,000 0.32 2.00 — 0.73 3,000 0.73 1.50 — 3,000 0.73 1.50 — 0.61 45,000 0.61 1.59 — 45,000 0.61 1.59 — 0.95 200,000 0.95 1.45 — 200,000 0.95 1.45 — 1.09 3,000 1.09 1.25 — 3,000 1.09 1.25 — 1.10 45,000 1.10 1.33 — 45,000 1.10 1.33 — 1.21 45,000 1.21 1.08 — 45,000 1.21 1.08 — $ 0.001-1.21 578,000 $ 0.62 1.78 $ — 578,000 $ 0.62 1.78 $ — | The following table summarizes information about stock options that are vested or expected to vest at December 31, 2020: Options Outstanding Exercisable Options Exercise Price Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value $ 0.001 45,000 $ 0.001 2.33 $ — 45,000 $ 0.001 2.33 $ — 0.05 3,000 0.05 2.75 3,000 0.05 2.75 0.15 90,000 0.15 2.33 — 90,000 0.15 2.33 — 0.18 45,000 0.18 2.83 45,000 0.18 2.83 0.20 3,000 0.20 2.50 — 3,000 0.20 2.50 — 0.31 3,000 0.31 2.00 — 3,000 0.31 2.00 — 0.32 3,000 0.32 2.25 — 3,000 0.32 2.25 — 0.73 3,000 0.73 1.83 — 3,000 0.73 1.83 — 0.61 45,000 0.61 1.75 — 45,000 0.61 1.75 — 0.95 200,000 0.95 1.70 — 200,000 0.95 1.70 — 1.09 3,000 1.09 1.50 — 3,000 1.09 1.50 — 1.10 45,000 1.10 1.58 — 45,000 1.10 1.58 — 1.21 45,000 1.21 1.33 — 45,000 1.21 1.33 — $ 0.001-1.21 533,000 $ 0.71 2.10 $ — 533,000 $ 0.71 2.10 $ — |
Summary of non-vested stock options | The following table sets forth the status of the Company’s non-vested stock options as of March 31, 2021 and December 31, 2020: Number of Weighted- Non-vested as of December 31, 2020 - $ - Granted 45,000 0.18 Forfeited - - Vested 45,000 0.18 Non-vested as of March 31, 2021 - $ - | The following table sets forth the status of the Company’s non-vested stock options as at December 31, 2020 and December 31, 2019: Number of Options Weighted- Average Grant-Date Fair Value Non-vested as at December 31, 2019 — $ — Granted 192,000 0.13 Forfeited — — Vested 192,000 0.13 Non-vested as at December 31, 2020 — $ — |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | The tax effects of temporary differences that give rise to deferred tax assets are presented below: 2020 2019 Deferred Tax Assets: Net operating loss carryforward $ 3,225,628 $ 832,590 Total deferred tax assets 677,382 174,840 Valuation allowance (677,382 ) (174,840 ) Deferred tax asset, net of valuation allowance $ — $ — |
Schedule of effective tax rate | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Tax benefit at federal statutory rate (21.0 )% (21.0 )% |
BACKGROUND AND ORGANIZATION (De
BACKGROUND AND ORGANIZATION (Details Narrative) - $ / shares | Apr. 29, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 21, 2018 | Oct. 05, 2017 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||
Equity method investment ownership | 15,000,000 | |||||
Equity method investment additional | 4,100,000 | |||||
Subsidiaries [Member] | ||||||
Common stock, par value | $ 0.0001 | |||||
Common stock, shares authorized | 95,000,000 | |||||
Preferred stock, par value | $ 0.0001 | |||||
Preferred stock, shares authorized | 5,000,000 | |||||
Common stock, outstanding | 17,600,000 | |||||
Ownership percentage | 50.00% | 9.00% | 9.00% | |||
Equity method investment ownership | 2,600,000 | |||||
Equity method investment additional | 12,400,000 | |||||
Description of conversion of shares | After full execution the shares are convertible to 17.5% of the shares in Bioxytran, Inc. | |||||
Delaware Corporation [Member] | ||||||
Common stock, par value | $ 0.001 | $ 0.0001 | ||||
Common stock, shares authorized | 300,000,000 | 95,000,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 50,000,000 | 5,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 29, 2020 | |
Warrants outstanding | 20,618,708 | 5,161,511 | 11,974,301 | ||
Fair market value of shares issued | 272,000 | ||||
Outstanding shares | 1,962,901 | 1,048,800 | 1,867,991 | ||
Market price per share | $ 0.17 | $ 0.33 | $ 0.24 | $ 0.285 | |
Conversion of common stock | 5,161,511 | 5,628,000 | |||
Convertible notes, description | (i) the lowest trading price for the twenty-day period prior to the date of the Note or (ii) 65% of the lowest trading price during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Convertible Notes are limited to converting no more than 4.99% of our issued an outstanding common stock. | (i) the lowest trading price for the twenty-day period prior to the date of the Note or (ii) 65% of the lowest trading price during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Convertible Notes are limited to converting no more than 4.99% of our issued an outstanding common stock. | |||
Research and development expenses | $ 347,033 | $ 544,519 | |||
Equity Option [Member] | |||||
Fair market value of stock options | $ 1,048,800 | $ 850,983 | |||
Equity Option [Member] | Warrant [Member] | |||||
Warrants outstanding | 272,000 | 272,000 | 616,666 | ||
Subsidiaries [Member] | |||||
Ownership percentage | 9.00% | 9.00% | 50.00% | ||
Equity method investment amount | $ 450,000 | $ 950,000 |
GOING CONCERN AND MANAGEMENT'_2
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Going Concern and Management's Liquidity Plans [Abstract] | |||||
Cash | $ 91,635 | $ 43,891 | $ 41,688 | $ 169,628 | $ 36,411 |
Negative working capital | 2,511,972 | 1,951,256 | |||
Cumulative net losses | 6,343,630 | 4,721,923 | 2,241,305 | ||
Proceeds from issuance of debt | 264,000 | 264,000 | 794,250 | ||
Paid back issuance of convertible debt | $ 242,938 | 232,948 | 250,000 | ||
Proceeds from the issuance of common stock | $ 450,000 | $ 950,000 | $ 20,000 |
PRE-PAID EXPENSES AND OTHER C_2
PRE-PAID EXPENSES AND OTHER CURRENT ASSETS (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Contract Research Organization [Member] | |||
Prepaid expense and other assets current | $ 274,715 | $ 274,715 | $ 50,000 |
INTANGIBLES (Details)
INTANGIBLES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Capitalized patent costs | $ 18,953 | $ 10,000 | |
Accumulated amortization | |||
Intangible assets, net | $ 18,953 | $ 10,000 | |
Estimated life (years) | 20 years | 20 years |
ACCOUNTS PAYABLES AND ACCRUED_3
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Accounts Payables and Accrued Expenses and Other Current Liabilities [Abstract] | ||||||
Accounts payable related party | [1] | $ 368,367 | [2] | $ 307,176 | [2] | $ 96,000 |
Professional fees | 125,468 | 84,325 | 42,963 | |||
Interest | 350,545 | 263,135 | 14,374 | |||
Payroll taxes | 7,344 | |||||
Other accounts payable | 836 | 667 | 7,251 | |||
Other short-term debt | [3] | 420,750 | ||||
Default penalty | 673,956 | 673,956 | ||||
Convertible note payable | 938,400 | 938,400 | 850,983 | |||
Total | $ 2,878,322 | $ 2,267,659 | $ 1,018,915 | |||
[1] | $120,000 to each the CFO and the CEO for 8 months of salary for the period May 2019 through December 2020, and $67,176 to the VPBD for salary and expenses for the period May through December 2020, while there was $48,000 to each the CFO and the CEO at December 31,2019. | |||||
[2] | $138,000 to each the CFO and the CEO for 23 months of salary for the period May 1, 2019, through March 31, 2021 and $92,367 to the VPBD for salary and expenses for a period of 11 months, May 1, 2020, through March 31, 2021. At December 31, 2020 there was $120,000 to each the CFO and the CEO for 20 months of salary for the period May 2019 through December 2020, and $67,176 to the VPBD for salary and expenses for the period May through December 2020. | |||||
[3] | On January 20, 2021 the Supreme Court of the State of New York, County of Nassau, granted Power Up a summary judgement against the Company for Breach of Contact, awarding Power Up damages in the amount of $420,750. |
ACCOUNTS PAYABLES AND ACCRUED_4
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details Narrative) - USD ($) | Jan. 20, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued expenses in accounts payables to related parties | $ 368,367 | $ 307,176 | $ 96,000 | |
Damages awarded value | $ 420,750 | |||
CEO [Member] | ||||
Accrued salary expenses | $ 138,000 | $ 120,000 | ||
Duration of accrued salary paid | 23 months | 8 months | ||
CFO [Member] | ||||
Accrued salary expenses | $ 138,000 | $ 120,000 | ||
Duration of accrued salary paid | 23 months | 20 months | ||
CFO and CEO [Member] | ||||
Accrued salary expenses | $ 48,000 | |||
Executive Vice President [Member] | ||||
Accrued salary expenses | $ 67,176 | |||
VPBD [Member] | ||||
Accrued salary expenses | $ 92,367 | |||
Duration of accrued salary paid | 11 months |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Principal Amount | $ 938,400 | $ 938,400 |
Default Penalty | $ 673,956 | $ 673,956 |
Warrants Issued | 272,000 | 272,000 |
Amortization of Warrants | $ 97,279 | $ 97,279 |
Accrued Interest | $ 350,545 | $ 263,135 |
GS Capital [Member] | ||
Debtor | GS Capital | GS Capital |
Date of Issuance | Oct. 30, 2019 | Oct. 30, 2019 |
Default Date | Apr. 16, 2020 | Apr. 16, 2020 |
Principal Amount | $ 125,000 | $ 125,000 |
Default Penalty | $ 65,808 | $ 65,808 |
Default Interest | 24.00% | 24.00% |
Warrants Issued | 50,000 | 50,000 |
Term | 5 years | 5 years |
Exercise Price | $ 2 | $ 2 |
Amortization of Warrants | $ 23,867 | $ 23,867 |
Accrued Interest | $ 45,992 | $ 34,700 |
Power Up #1 [Member] | ||
Debtor | Power Up #1 | Power Up #1 |
Date of Issuance | Oct. 24, 2019 | Oct. 24, 2019 |
Default Date | Apr. 16, 2020 | Apr. 16, 2020 |
Principal Amount | $ 106,000 | $ 106,000 |
Default Penalty | $ 114,224 | $ 114,224 |
Default Interest | 22.00% | 22.00% |
Warrants Issued | ||
Exercise Price | ||
Amortization of Warrants | ||
Accrued Interest | $ 50,438 | $ 38,491 |
Peak One [Member] | ||
Debtor | Peak One | Peak One |
Date of Issuance | Oct. 23, 2019 | Oct. 23, 2019 |
Default Date | Apr. 16, 2020 | Apr. 16, 2020 |
Principal Amount | $ 120,000 | $ 120,000 |
Default Penalty | $ 36,000 | $ 36,000 |
Default Interest | 18.00% | 18.00% |
Warrants Issued | 50,000 | 50,000 |
Term | 5 years | 5 years |
Exercise Price | $ 2 | $ 2 |
Amortization of Warrants | $ 21,606 | $ 21,606 |
Accrued Interest | $ 26,849 | $ 19,925 |
Tangiers [Member] | ||
Debtor | Tangiers | Tangiers |
Date of Issuance | Oct. 23, 2019 | Oct. 23, 2019 |
Default Date | Apr. 16, 2020 | Apr. 16, 2020 |
Principal Amount | $ 106,300 | $ 106,300 |
Default Penalty | $ 48,261 | $ 48,261 |
Default Interest | 18.00% | 18.00% |
Warrants Issued | 50,000 | 50,000 |
Term | 5 years | 5 years |
Exercise Price | $ 2 | $ 2 |
Amortization of Warrants | $ 21,116 | $ 21,116 |
Accrued Interest | $ 30,702 | $ 23,842 |
FirstFire [Member] | ||
Debtor | FirstFire | FirstFire |
Date of Issuance | Nov. 20, 2019 | Nov. 20, 2019 |
Default Date | Apr. 16, 2020 | Apr. 16, 2020 |
Principal Amount | $ 125,000 | $ 125,000 |
Default Penalty | $ 65,541 | $ 65,541 |
Default Interest | 24.00% | 24.00% |
Warrants Issued | 50,000 | 50,000 |
Term | 5 years | 5 years |
Exercise Price | $ 2 | $ 2 |
Amortization of Warrants | $ 17,979 | $ 17,979 |
Accrued Interest | $ 45,753 | $ 34,477 |
Power Up #2 [Member] | ||
Debtor | Power Up #2 | Power Up #2 |
Date of Issuance | Dec. 30, 2019 | Dec. 30, 2019 |
Default Date | Apr. 16, 2020 | Apr. 16, 2020 |
Principal Amount | $ 54,600 | $ 54,600 |
Default Penalty | $ 57,185 | $ 57,185 |
Default Interest | 22.00% | 22.00% |
Warrants Issued | ||
Exercise Price | ||
Amortization of Warrants | ||
Accrued Interest | $ 24,807 | $ 18,743 |
EMA Financial [Member] | ||
Debtor | EMA Financial | EMA Financial |
Date of Issuance | Jan. 10, 2020 | Jan. 10, 2020 |
Default Date | Apr. 16, 2020 | Apr. 16, 2020 |
Principal Amount | $ 125,000 | $ 125,000 |
Default Penalty | $ 135,158 | $ 135,158 |
Default Interest | 24.00% | 24.00% |
Warrants Issued | 50,000 | 50,000 |
Term | 5 years | 5 years |
Exercise Price | $ 2 | $ 2 |
Amortization of Warrants | $ 5,948 | $ 5,948 |
Accrued Interest | $ 61,030 | $ 44,357 |
Crown Bridge [Member] | ||
Debtor | Crown Bridge | Crown Bridge |
Date of Issuance | Feb. 20, 2020 | Feb. 20, 2020 |
Default Date | Apr. 16, 2020 | Apr. 16, 2020 |
Principal Amount | $ 55,000 | $ 55,000 |
Default Penalty | $ 28,015 | $ 28,015 |
Default Interest | 15.00% | 15.00% |
Warrants Issued | 22,000 | 22,000 |
Term | 5 years | 5 years |
Exercise Price | $ 2 | $ 2 |
Amortization of Warrants | $ 6,763 | $ 6,763 |
Accrued Interest | $ 12,250 | $ 9,180 |
Power Up #3 [Member] | ||
Debtor | Power Up #3 | Power Up #3 |
Date of Issuance | Feb. 19, 2020 | Feb. 19, 2020 |
Default Date | Apr. 16, 2020 | Apr. 16, 2020 |
Principal Amount | $ 56,600 | $ 56,600 |
Default Penalty | $ 58,039 | $ 58,039 |
Default Interest | 22.00% | 22.00% |
Warrants Issued | ||
Exercise Price | ||
Amortization of Warrants | ||
Accrued Interest | $ 24,835 | $ 18,616 |
Power Up #4 [Member] | ||
Debtor | Power Up #4 | Power Up #4 |
Date of Issuance | Mar. 18, 2020 | Mar. 18, 2020 |
Default Date | Apr. 16, 2020 | Apr. 16, 2020 |
Principal Amount | $ 64,900 | $ 64,900 |
Default Penalty | $ 65,725 | $ 65,725 |
Default Interest | 22.00% | 22.00% |
Warrants Issued | ||
Exercise Price | ||
Amortization of Warrants | ||
Accrued Interest | $ 27,890 | $ 20,804 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Default penalty | $ 673,956 | $ 673,956 | |
Convertible Notes Payable [Member] | |||
Principal balance | 938,400 | 938,400 | $ 886,900 |
Default penalty | 673,956 | 673,956 | |
Unamortized debt discount | (60,038) | ||
Unamortized debt premium | 24,121 | ||
Outstanding, net of debt discount and premium | $ 1,612,356 | $ 1,612,356 | $ 850,983 |
CONVERTIBLE NOTES PAYABLE (De_3
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Apr. 16, 2020 | Mar. 12, 2020 | Feb. 25, 2020 | Feb. 18, 2020 | Jan. 03, 2020 | Nov. 08, 2019 | Oct. 24, 2019 | Oct. 08, 2019 | Aug. 22, 2019 | May 30, 2019 | Feb. 25, 2019 | Jul. 18, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 18, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock per share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Principal balance | $ 938,400 | $ 938,400 | |||||||||||||||
Interest expense | 87,410 | $ 107,730 | 1,014,769 | $ 41,845 | |||||||||||||
Additional paid-in capital | 2,566,484 | 1,795,125 | $ 1,355,542 | ||||||||||||||
Additional Warrant issued | $ 166,667 | ||||||||||||||||
Fair value amount | $ 66,364 | ||||||||||||||||
Amortized debt discount | 97,279 | 97,279 | |||||||||||||||
Accrued interest | $ 350,545 | $ 263,135 | |||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||
Convertible note, description | The Company defaulted on outstanding Convertible Notes; resulting in an increase of the interest to ranges between 15% and 24% and the principal to increase to 168% of principal loan amount. The convertible debt increased by $673,956 to $1,612,356 while the interest accrual increased to approximately $28,563/month, amounting to $263,135 at December 31, 2020. At the default date, April 16, 2020, remaining debt discount of $76,265 was amortized to interest expense and the remaining debt premium of $856,560 was accredited to additional paid-in capital. | ||||||||||||||||
Auctus Note 2 [Member] | |||||||||||||||||
Common stock per share | $ 0.60 | $ 2 | $ 2 | ||||||||||||||
Expiration date | Feb. 24, 2024 | ||||||||||||||||
Convertible note, description | The Company recorded a premium of $82,500 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.20 per share (lowest trading price during the 20 days preceding the note’s issuance), which computed to 1,250,000 shares of ‘if-converted’ common stock with a redemption value of $332,500 due to $0.266 per share fair market value of the Company’s stock on the Auctus Note #2’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium accretion is recorded as an increase to additional paid-in capital. For the year ended December 31, 2020, the Company amortized $4,647 debt discount to operations as interest expense, and accreted $24,121 of premium to additional paid-in capital. | ||||||||||||||||
Determined warrants derivative, description | The Company has determined that the Warrants are exempt from derivative accounting and were valued at $55,417 on the Date of Inception using the Black Scholes Options Pricing Model. Assumptions used for the Black Scholes Options Pricing Model include (1) stock price of $0.27 per share, (2) exercise price of $0.60 per share, (3) term of 5 years, (4) expected volatility of 323% and (5) risk free interest rate of 2.56%. The Auctus Note #2 proceeds of $250,000 were then allocated between the fair value of the Auctus Note #2 ($250,000) and the Warrants ($55,417), resulting in a debt discount of $45,361. As the warrants are exercisable immediately, this debt discount was amortized in its entirety to interest expense on the Date of Issuance. Upon cashless conversion on March 12, 2020 an additional 166,667 warrants were issued for a market value of $66,364. | ||||||||||||||||
Common stock purchase warrants issued | 208,333 | 250,000 | 100,000 | 100,000 | 72,000 | 72,000 | |||||||||||
Interest expense | $ 350,545 | $ 4,647 | |||||||||||||||
Amortized debt discount | 12,711 | 12,711 | |||||||||||||||
Premium to additional paid-in capital | 24,121 | ||||||||||||||||
Auctus Note 2 [Member] | Secured Promissory Note [Member] | |||||||||||||||||
Convertible notes issued | $ 27,750 | ||||||||||||||||
Common stock per share | $ 0.001 | ||||||||||||||||
Expiration date | Feb. 24, 2020 | Mar. 18, 2020 | |||||||||||||||
Convertible note, description | (i) 180 days from the date of the Auctus Note #2 or (ii) upon effective date of a new registration statement. The conversion price of the Auctus Note #2 is equal to the lesser of : (i) the lowest trading price for the twenty-day period prior to the date of the Auctus Note #2 or (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Company may prepay the Auctus Note #2 at any time at a rate of 120% of outstanding principal and interest during the first 90 days it is outstanding and 130% of outstanding principal and interest for the next 90 days thereafter. Thereafter the prepayment amount increases 5% for each thirty-day period until 270 days from the issue date at which time it is fixed at 150% of the outstanding principal and interest on the Auctus Note #2. | (i) 180 days from the date of the Notes or (ii) upon effective date of a new registration statement. The conversion price of the Notes is equal to the lesser of: (i) the lowest trading price for the twenty-day period prior to the date of the Notes or (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Company may prepay the Notes at any time at a rate of 120% of outstanding principal and interest during the first 90 days it is outstanding and 130% of outstanding principal and interest for the next 90 days thereafter. Thereafter the prepayment amount increases 5% for each thirty-day period until 270 days from the issue date at which time it is fixed at 150% of the outstanding principal and interest on the Notes. | |||||||||||||||
Principal balance | $ 250,000 | ||||||||||||||||
Stated interest | 8.00% | ||||||||||||||||
Net proceeds | $ 222,250 | $ 314,000 | |||||||||||||||
Auctus Note 1 [Member] | |||||||||||||||||
Common stock per share | $ 0.001 | $ 0.001 | |||||||||||||||
Expiration date | Oct. 23, 2020 | ||||||||||||||||
Convertible note, description | (i) 180 days from the date of the Auctus Note #1, or (ii) upon effective date of a registration statement. The conversion price of the Auctus Note #1 is equal to the lesser of : (i) the lowest trading price for the twenty-day period prior to the date of the Auctus Note #1 or (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Auctus Note #1 was funded on October 29, 2019, when the Company received proceeds of $222,205, after disbursements for the lender's transaction costs, fees and expenses which in aggregate resulted in a total discount of $27,795 to be amortized to interest expense over the life of the Auctus Note #1. | ||||||||||||||||
Determined warrants derivative, description | The Company has determined that the Warrants are exempt from derivative accounting and were valued at $101,937 on the Date of Inception using the Black Scholes Options Pricing Model. Assumptions used for the Black Scholes Options Pricing Model include (1) stock price of $0.49 per share, (2) exercise price of $0.60 per share, (3) term of 5 years, (4) expected volatility of 251% and (5) risk free interest rate of 2.51%. The note proceeds of $250,000 were then allocated between the fair value of the Auctus Note #1 ($250,000) and the Warrants ($101,937), resulting in a debt discount of $72,412. | ||||||||||||||||
Principal balance | $ 250,000 | $ 356,100 | |||||||||||||||
Stated interest | 8.00% | ||||||||||||||||
Debt premium | $ 343,796 | ||||||||||||||||
Common stock purchase warrants issued | 208,333 | 50,000 | 25,000 | 25,000 | 25,000 | ||||||||||||
Auctus Note 1 [Member] | Minimum [Member] | |||||||||||||||||
Stated interest | 4.00% | ||||||||||||||||
Auctus Note 1 [Member] | Maximum [Member] | |||||||||||||||||
Stated interest | 8.00% | ||||||||||||||||
Auctus Note 1 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||
Common stock per share | $ 0.001 | $ 0.001 | |||||||||||||||
Expiration date | Oct. 23, 2023 | ||||||||||||||||
Convertible note, description | "if-converted" rate of $0.21 per share (65% of the average of the three lowest trading prices during the 20 days preceding the note's issuance), which computed to 1,211,828 shares of "if-converted" common stock with a redemption value of $593,796 due to $0.49 per share fair market value of the Company’s stock on the Auctus Note #1's date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. | ||||||||||||||||
Warrants exercise price | $ 0.60 | ||||||||||||||||
Other Notes Currently Convertible [Member] | |||||||||||||||||
Debt premium | $ 937,007 | ||||||||||||||||
Other Notes Currently Convertible [Member] | Secured Promissory Note [Member] | |||||||||||||||||
Convertible note, description | (i) 180 days from the date of the Notes or (ii) upon effective date of a new registration statement. The conversion price of the Notes is equal to the lesser of : (i) the lowest trading price for the twenty-day period prior to the date of the Notes or (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Company may prepay the Notes at any time at a rate of 120% of outstanding principal and interest during the first 90 days it is outstanding and 130% of outstanding principal and interest for the next 90 days thereafter. Thereafter the prepayment amount increases 5% for each thirty-day period until 270 days from the issue date at which time it is fixed at 150% of the outstanding principal and interest on the Notes. | ||||||||||||||||
Auctus Note 2 [Member] | |||||||||||||||||
Interest expense | $ 263,135 | ||||||||||||||||
Issuance fees | $ 50,100 | ||||||||||||||||
Auctus Note 2 [Member] | Secured Promissory Note [Member] | |||||||||||||||||
Convertible notes issued | $ 325,000 | ||||||||||||||||
Accrued interest | 91,362 | ||||||||||||||||
Issuance fees | $ 690 | ||||||||||||||||
Cashless warrants were exercised | 750,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Risk-free interest rate | 17.00% | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Volatility factor (monthly) | 161.18% | 158.22% | 122.25% | |
Expected life of warrant | 3 years | 3 years | 3 years | |
Common Stock Warrants [Member] | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Volatility factor (monthly) | 158.22% | 158.22% | 122.25% | |
Expected life of warrant | 5 years | 5 years | 5 years | |
Common Stock Warrants [Member] | Minimum [Member] | ||||
Risk-free interest rate | 0.46% | 0.46% | 1.34% | |
Common Stock Warrants [Member] | Maximum [Member] | ||||
Risk-free interest rate | 1.67% | 1.67% | 2.32% |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of shares, Outstanding, Beginning balance | 272,000 | 616,666 | 208,333 |
Number of shares, Granted | 405,334 | 408,333 | |
Number of shares, Exercised | (750,000) | ||
Number of shares, Forfeited/Canceled | |||
Number of shares, Outstanding, Ending balance | 272,000 | 272,000 | 616,666 |
Weighted Average Exercise Price, Outstanding as of beginning | $ 2 | $ 1.06 | $ 0.60 |
Weighted-Average Exercise Price, granted | 0.36 | 1.29 | |
Weighted-Average Exercise Price, exercised | |||
Weighted-Average Exercise Price, Forfeited/Cancelled | |||
Weighted-Average Exercise Price, Outstanding, Ending balance | $ 2 | $ 2 | $ 1.06 |
Weighted-Average Remaining Expected Term, Beginning balance | 3 years 10 months 24 days | 4 years 2 months 12 days | 4 years 9 months 18 days |
Weighted-Average Remaining Expected Term, Options granted | 10 months 24 days | 5 years | |
Weighted-Average Remaining Expected Term, Ending balance | 3 years 8 months 12 days | 3 years 10 months 24 days | 4 years 2 months 12 days |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Common Stock Warrants [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Warrants Outstanding, Number of Warrants | 272,000 | |
Warrants Outstanding, Weighted Average Exercise Price Per Share | $ 2 | |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 10 months 24 days | |
Warrants Outstanding, Aggregate Intrinsic Value | ||
Exercisable Warrants, Number of Warrants | 272,000 | |
Exercisable Warrants, Weighted Average Exercise Price Per Share | $ 2 | |
Exercisable Warrants, Weighted Average Remaining Contractual Life (Years) | 3 years 10 months 24 days | |
Exercisable Warrants, Aggregate Intrinsic Value | ||
Exercise Price 2.00 [Member] | ||
Warrants Outstanding, Number of Warrants | 272,000 | 272,000 |
Warrants Outstanding, Weighted Average Exercise Price Per Share | $ 2 | $ 2 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 7 months 24 days | 3 years 10 months 24 days |
Warrants Outstanding, Aggregate Intrinsic Value | ||
Exercisable Warrants, Number of Warrants | 272,000 | 272,000 |
Exercisable Warrants, Weighted Average Exercise Price Per Share | $ 2 | $ 2 |
Exercisable Warrants, Weighted Average Remaining Contractual Life (Years) | 3 years 7 months 24 days | 3 years 10 months 24 days |
Exercisable Warrants, Aggregate Intrinsic Value |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Common Stock Warrants [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Options, Non-vested as beginning | ||
Number of Options, Granted | 405,334 | 405,334 |
Number of Options, Forfeited | ||
Number of Options, Vested | 405,334 | 405,334 |
Number of Options, Non-vested as Ending | ||
Weighted- Average Grant-Date Fair Value, Non-vested as beginning | ||
Weighted- Average Grant-Date Fair Value, Granted | 0.13 | 0.13 |
Weighted- Average Grant-Date Fair Value, Forfeited | ||
Weighted- Average Grant-Date Fair Value, Vested | 0.13 | 0.13 |
Weighted- Average Grant-Date Fair Value, Non-vested as Ending |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Mar. 12, 2020 | Feb. 25, 2020 | Feb. 18, 2020 | Jan. 03, 2020 | Nov. 08, 2019 | Oct. 24, 2019 | Oct. 08, 2019 | Aug. 22, 2019 | Aug. 20, 2019 | May 30, 2019 | Jul. 18, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2010 |
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued | ||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||||||
Common stock, shares issued | 100,649,873 | 97,450,673 | 86,475,673 | |||||||||||||
Common stock, shares outstanding | 100,649,873 | 97,450,673 | 86,475,673 | |||||||||||||
Warrants as part of a convertible note agreement | 272,000 | 272,000 | ||||||||||||||
Fair market value of warrant | $ 66,364 | |||||||||||||||
Value of shares issued | $ 20,000 | |||||||||||||||
Pharmalectin Partners, LLC [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 1,350,000 | 0 | 2,600,000 | |||||||||||||
Value of shares issued | $ 450,000 | $ 0 | $ 950,000 | |||||||||||||
2010 Stock Plan [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion of accrued interest | $ 767,808 | $ 150,497 | $ 228,407 | |||||||||||||
Shares issued for conversion of accrued interest, shares | 3,199,200 | 656,000 | 9,875,000 | |||||||||||||
Share price (in dollars per share) | $ 0.01 | |||||||||||||||
Awarded options | 192,000 | 341,000 | ||||||||||||||
Fair market value of warrant | $ 18,460 | $ 257,143 | ||||||||||||||
Shares issued for services | 1,127,000 | 11,002,000 | ||||||||||||||
Shares issued for services, value | $ 864,551 | $ 1,075,358 | ||||||||||||||
Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants exercisable, weighted average remaining contractual term | 3 years 7 months 24 days | 3 years 10 months 24 days | ||||||||||||||
Aggregate intrinsic value for fully vested, exercisable warrants | $ 0 | $ 0 | $ 0 | |||||||||||||
Warrant | 0 | 408,333 | 405,334 | |||||||||||||
Warrant value | $ 145,438 | |||||||||||||||
Warrants converted cashless exercise | 750,000 | |||||||||||||||
compensation expense option share | (750,000) | |||||||||||||||
Warrant [Member] | Convertible Note Agreements [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrant | 408,333 | 408,333 | ||||||||||||||
Warrant value | $ 129,929 | $ 129,929 | ||||||||||||||
Auctus Note 1 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion of accrued interest | $ 10,000 | $ 5,000 | $ 5,000 | $ 5,000 | ||||||||||||
Shares issued for conversion of accrued interest, shares | 208,333 | 50,000 | 25,000 | 25,000 | 25,000 | |||||||||||
Share price (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||
S-1 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion of accrued interest | $ 20,000 | |||||||||||||||
Shares issued for conversion of accrued interest, shares | 20,000 | |||||||||||||||
Share price (in dollars per share) | $ 1 | |||||||||||||||
Auctus Note 2 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion of accrued interest | $ 22,132 | $ 12,000 | $ 12,000 | |||||||||||||
Shares issued for conversion of accrued interest, shares | 208,333 | 250,000 | 100,000 | 100,000 | 72,000 | 72,000 | ||||||||||
Share price (in dollars per share) | $ 0.12 | |||||||||||||||
Auctus Note 1 and 2 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued for conversion of accrued interest, shares | 750,000 | |||||||||||||||
Warrants as part of a convertible note agreement | 416,666 |
STOCK OPTION PLAN AND STOCK-B_3
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION (Details) - Stock Awards Plan [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Number of shares granted at beginning | 11,002,000 | 1,127,000 | 1,127,000 |
Number of shares, shares granted | 3,199,200 | 656,000 | 9,875,000 |
Number of shares granted at ending | 14,201,200 | 1,127,000 | 11,002,000 |
Fair value per share, shares granted | $ 0.24 | ||
Weighted average market value per share at beginning | 0.10 | $ 0.77 | $ 0.77 |
Weighted Average Market Value per Share, shares granted | 0.24 | 0.22 | 0.02 |
Weighted average market value per share at ending | 0.13 | 0.57 | 0.10 |
Minimum [Member] | |||
Fair value per share at beginning | 0.003 | 0.27 | 0.27 |
Fair value per share, shares granted | 0.14 | 0.003 | |
Fair value per share at ending | 0.14 | 0.003 | |
Maximum [Member] | |||
Fair value per share at beginning | $ 1.49 | 1.49 | 1.49 |
Fair value per share, shares granted | 0.44 | 0.44 | |
Fair value per share at ending | $ 1.49 | $ 1.49 |
STOCK OPTION PLAN AND STOCK-B_4
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION (Details 1) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Risk-free interest rate | 17.00% | ||
Risk-free interest rate, Minimum | 0.10% | 1.34% | |
Risk-free interest rate, Maximum | 1.61% | 2.32% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Volatility factor (weekly) | 161.18% | 158.22% | 122.25% |
Expected life of option | 3 years | 3 years | 3 years |
STOCK OPTION PLAN AND STOCK-B_5
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION (Details 2) - Stock Options [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Number of shares, Outstanding, Beginning balance | 533,000 | 341,000 | 341,000 |
Number of shares, Granted | 45,000 | 48,000 | 192,000 |
Exercised | |||
Options forfeited/cancelled | |||
Number of shares, Outstanding, Ending balance | 578,000 | 389,000 | 533,000 |
Exercise Price per Share, Granted | $ 0.20 | ||
Exercise Price per Share, Exercised | |||
Exercise Price per Share, Options forfeited/cancelled | |||
Weighted Average Exercise Price, Outstanding as of beginning | 0.73 | 0.96 | $ 0.96 |
Weighted Average Exercise Price per Share, Granted | 0.20 | 0.16 | 0.13 |
Weighted Average Exercise Price per Share, Exercised | |||
Weighted Average Exercise Price per Share, Options forfeited/cancelled | |||
Weighted-Average Exercise Price, Outstanding, Ending balance | 0.72 | 0.76 | 0.73 |
Minimum [Member] | |||
Exercise Price per Share, Outstanding at beginning | 0.001 | 0.61 | 0.61 |
Exercise Price per Share, Granted | 0.15 | 0.001 | |
Exercise Price per Share, Exercised | |||
Exercise Price per Share, Options forfeited/cancelled | |||
Exercise Price per Share, Outstanding at ending | 0.001 | 0.15 | 0.001 |
Maximum [Member] | |||
Exercise Price per Share, Outstanding at beginning | 1.21 | 1.21 | 1.21 |
Exercise Price per Share, Granted | 0.31 | 0.32 | |
Exercise Price per Share, Exercised | |||
Exercise Price per Share, Options forfeited/cancelled | |||
Exercise Price per Share, Outstanding at ending | $ 1.21 | $ 1.21 | $ 1.21 |
STOCK OPTION PLAN AND STOCK-B_6
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Exercise Price, Lower Range Limit | $ 0.001 | $ 0.001 |
Exercise Price, Upper Range Limit | $ 1.21 | $ 1.21 |
Options Outstanding, Number of Options | 578,000 | 533,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.62 | $ 0.71 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 9 months 11 days | 2 years 12 months 6 days |
Options Outstanding, Aggregate Intrinsic Value | ||
Exercisable Options, Number of Options | 578,000 | 533,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.62 | $ 0.71 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 1 year 9 months 11 days | 2 years 12 months 6 days |
Exercisable Options, Aggregate Intrinsic Value | ||
Exercise Price 0.001 [Member] | ||
Options Outstanding, Number of Options | 45,000 | 45,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.001 | $ 0.001 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 29 days | 2 years 3 months 29 days |
Options Outstanding, Aggregate Intrinsic Value | ||
Exercisable Options, Number of Options | 45,000 | 45,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.001 | $ 0.001 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 2 years 29 days | 2 years 3 months 29 days |
Exercisable Options, Aggregate Intrinsic Value | ||
Exercise Price 0.31 [Member] | ||
Options Outstanding, Number of Options | 3,000 | 3,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.31 | $ 0.31 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 9 months | 2 years |
Options Outstanding, Aggregate Intrinsic Value | ||
Exercisable Options, Number of Options | 3,000 | 3,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.31 | $ 0.31 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 1 year 9 months | 2 years |
Exercisable Options, Aggregate Intrinsic Value | ||
Exercise Price 0.95 [Member] | ||
Options Outstanding, Number of Options | 200,000 | 200,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.95 | $ 0.95 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 5 months 12 days | 1 year 8 months 12 days |
Options Outstanding, Aggregate Intrinsic Value | ||
Exercisable Options, Number of Options | 200,000 | 200,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.95 | $ 0.95 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 1 year 5 months 12 days | 1 year 8 months 12 days |
Exercisable Options, Aggregate Intrinsic Value | ||
Exercise Price 1.09 [Member] | ||
Options Outstanding, Number of Options | 3,000 | 3,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 1.09 | $ 1.09 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 1 month 24 days | 1 year 6 months |
Options Outstanding, Aggregate Intrinsic Value | ||
Exercisable Options, Number of Options | 3,000 | 3,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 1.09 | $ 1.09 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 1 year 1 month 24 days | 1 year 6 months |
Exercisable Options, Aggregate Intrinsic Value | ||
Exercise Price 1.10 [Member] | ||
Options Outstanding, Number of Options | 45,000 | 45,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 1.10 | $ 1.10 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 1 month 6 days | 1 year 6 months 29 days |
Options Outstanding, Aggregate Intrinsic Value | ||
Exercisable Options, Number of Options | 45,000 | 45,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 1.10 | $ 1.10 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 1 year 1 month 6 days | 1 year 6 months 29 days |
Exercisable Options, Aggregate Intrinsic Value | ||
Exercise Price 0.20 [Member] | ||
Options Outstanding, Number of Options | 48,000 | 3,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.20 | $ 0.20 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 9 months 18 days | 2 years 6 days |
Options Outstanding, Aggregate Intrinsic Value | ||
Exercisable Options, Number of Options | 48,000 | 3,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.20 | $ 0.20 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 2 years 9 months 18 days | 2 years 6 days |
Exercisable Options, Aggregate Intrinsic Value | ||
Exercise Price 0.32 [Member] | ||
Options Outstanding, Number of Options | 3,000 | 3,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.32 | $ 0.32 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years | 2 years 3 months |
Options Outstanding, Aggregate Intrinsic Value | ||
Exercisable Options, Number of Options | 3,000 | 3,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.32 | $ 0.32 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 2 years | 2 years 3 months |
Exercisable Options, Aggregate Intrinsic Value | ||
Exercise Price 0.73 [Member] | ||
Options Outstanding, Number of Options | 3,000 | 3,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.73 | $ 0.73 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 6 months | 1 year 9 months 29 days |
Options Outstanding, Aggregate Intrinsic Value | ||
Exercisable Options, Number of Options | 3,000 | 3,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.73 | $ 0.73 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 1 year 6 months | 1 year 9 months 29 days |
Exercisable Options, Aggregate Intrinsic Value | ||
Exercise Price 0.15 [Member] | ||
Options Outstanding, Number of Options | 90,000 | 90,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.15 | $ 0.15 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 29 days | 2 years 3 months 29 days |
Options Outstanding, Aggregate Intrinsic Value | ||
Exercisable Options, Number of Options | 90,000 | 90,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.15 | $ 0.15 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 2 years 29 days | 2 years 3 months 29 days |
Exercisable Options, Aggregate Intrinsic Value | ||
Exercise Price 0.61 [Member] | ||
Options Outstanding, Number of Options | 45,000 | 45,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.61 | $ 0.61 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 7 months 2 days | 1 year 9 months |
Options Outstanding, Aggregate Intrinsic Value | ||
Exercisable Options, Number of Options | 45,000 | 45,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.61 | $ 0.61 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 1 year 7 months 2 days | 1 year 9 months |
Exercisable Options, Aggregate Intrinsic Value | ||
Exercise Price 1.21 [Member] | ||
Options Outstanding, Number of Options | 45,000 | 45,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 1.21 | $ 1.21 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 29 days | 1 year 3 months 29 days |
Options Outstanding, Aggregate Intrinsic Value | ||
Exercisable Options, Number of Options | 45,000 | 45,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 1.21 | $ 1.21 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 1 year 29 days | 1 year 3 months 29 days |
Exercisable Options, Aggregate Intrinsic Value | ||
Exercise Price 0.05 [Member] | ||
Options Outstanding, Number of Options | 3,000 | 3,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.05 | $ 0.05 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 6 months | 2 years 9 months |
Options Outstanding, Aggregate Intrinsic Value | ||
Exercisable Options, Number of Options | 3,000 | 3,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.05 | $ 0.05 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 2 years 6 months | 2 years 9 months |
Exercisable Options, Aggregate Intrinsic Value | ||
Exercise Price 0.18 [Member] | ||
Options Outstanding, Number of Options | 45,000 | 45,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.18 | $ 0.18 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 6 months 29 days | 2 years 9 months 29 days |
Options Outstanding, Aggregate Intrinsic Value | ||
Exercisable Options, Number of Options | 45,000 | 45,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.18 | $ 0.18 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 2 years 6 months 29 days | 2 years 9 months 29 days |
Exercisable Options, Aggregate Intrinsic Value |
STOCK OPTION PLAN AND STOCK-B_7
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION (Details 4) - Stock Options [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Number of Options, Non-vested as of December 31, 2019 | |||
Number of shares, Granted | 45,000 | 48,000 | 192,000 |
Number of Options, Non-vested Forfeited | |||
Number of Options, Vested | 45,000 | 192,000 | |
Number of Options, Non-vested as of December 31, 2020 | |||
Weighted-Average Grant-Date Fair Value, Non-vested as of December 31, 2019 | |||
Weighted-Average Grant-Date Fair Value, Granted | 0.18 | 0.13 | |
Weighted-Average Grant-Date Fair Value, Forfeited | |||
Weighted-Average Grant-Date Fair Value, Vested | 0.18 | 0.13 | |
Weighted-Average Grant-Date Fair Value, Non-vested as of December 31, 2020 |
STOCK OPTION PLAN AND STOCK-B_8
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION (Details Narrative) | Feb. 01, 2021USD ($)shares | Jan. 15, 2021USD ($)shares | Jan. 02, 2021USD ($)$ / sharesshares | Nov. 13, 2020USD ($)$ / sharesshares | Nov. 01, 2020USD ($)$ / sharesshares | Oct. 01, 2020USD ($)$ / sharesshares | Oct. 01, 2020USD ($)$ / sharesshares | Sep. 17, 2020USD ($)shares | Aug. 03, 2020USD ($)shares | Aug. 01, 2020USD ($)$ / sharesshares | Jul. 02, 2020USD ($)$ / sharesshares | Jul. 02, 2020USD ($)Persons$ / sharesshares | May 01, 2020USD ($)$ / sharesshares | Apr. 02, 2020USD ($)$ / sharesshares | Feb. 02, 2020USD ($)$ / sharesshares | Jan. 02, 2020USD ($)$ / sharesshares | Nov. 19, 2019USD ($)$ / sharesshares | Nov. 08, 2019USD ($)$ / sharesshares | Nov. 01, 2019USD ($)$ / sharesshares | Oct. 21, 2019USD ($)$ / sharesshares | Oct. 17, 2019USD ($)$ / sharesshares | Oct. 01, 2019USD ($)$ / sharesshares | Sep. 13, 2019USD ($)$ / sharesshares | Aug. 09, 2019USD ($)$ / sharesshares | Aug. 01, 2019USD ($)$ / sharesshares | Jul. 16, 2019USD ($)$ / sharesshares | Jul. 01, 2019USD ($)$ / sharesshares | Jun. 15, 2019USD ($)$ / sharesshares | Jun. 11, 2019USD ($)$ / sharesshares | May 10, 2019USD ($)$ / sharesshares | May 01, 2019USD ($)$ / sharesshares | Mar. 11, 2019USD ($)$ / sharesshares | Mar. 07, 2019USD ($)$ / sharesshares | Nov. 29, 2018USD ($)Persons$ / sharesshares | Nov. 06, 2018USD ($)Persons$ / sharesshares | Nov. 02, 2018USD ($)Persons$ / sharesshares | Mar. 18, 2020USD ($)$ / sharesshares | Feb. 21, 2020USD ($)Persons$ / sharesshares | Jan. 31, 2020USD ($)Persons$ / sharesshares | Mar. 25, 2019USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)shares | Sep. 30, 2020USD ($) | Dec. 19, 2010 | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2010USD ($)shares | May 17, 2019USD ($)$ / sharesshares |
Number of shares issued, value | $ | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ | $ 228,058 | |||||||||||||||||||||||||||||||||||||||||||||||
Aggregate intrinsic value of options exercised | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
2010 Stock Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock appreciation rights percentage | 15.00% | 15.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 257,143 | $ 275,603 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services | shares | 1,127,000 | 11,002,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for services, value | $ | $ 864,551 | $ 1,075,358 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ | $ 6,750 | $ 5,004 | $ 18,460 | 257,143 | ||||||||||||||||||||||||||||||||||||||||||||
Weighted-average remaining contractual life options exercisable | 1 year 9 months 11 days | 1 year 11 months 8 days | ||||||||||||||||||||||||||||||||||||||||||||||
Aggregate intrinsic value for fully vested, exercisable options | $ | $ 0 | $ 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Aggregate intrinsic value of options exercised | $ | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||
Options or stock awards available for grant under the 2010 Plan | shares | 17,546,430 | 3,189,296 | ||||||||||||||||||||||||||||||||||||||||||||||
Equity Option [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Options outstanding number | shares | 533,000 | 341,000 | ||||||||||||||||||||||||||||||||||||||||||||||
2021 Stock Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of options awarded | shares | 45,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | shares | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Options [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Options outstanding number | shares | 578,000 | 389,000 | 533,000 | 341,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 45,000 | 48,000 | 192,000 | |||||||||||||||||||||||||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 0.18 | $ 0.13 | ||||||||||||||||||||||||||||||||||||||||||||||
Exercised | shares | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Options [Member] | 2021 Stock Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 45,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Share Based Payment Awards [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ | $ 150,497 | $ 0 | $ 228,407 | $ 864,551 | ||||||||||||||||||||||||||||||||||||||||||||
Mr. Mike Sheikh [Member] | Stock Options [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued | shares | 8,800,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ | $ 26,400 | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.003 | |||||||||||||||||||||||||||||||||||||||||||||||
Weighted-average remaining contractual life options exercisable | 3 years | |||||||||||||||||||||||||||||||||||||||||||||||
Medical Advisory Board [Member] | Stock Options [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 45,000 | 10,000 | 45,000 | 3,000 | 45,000 | 3,000 | 45,000 | 3,000 | 45,000 | 3,000 | 45,000 | 3,000 | 45,000 | 3,000 | 45,000 | |||||||||||||||||||||||||||||||||
Stock options, exercise price (in dollars per share) | $ / shares | $ 0.24 | $ 0.18 | $ 0.05 | $ 0.14 | $ 0.18 | $ 0.001 | $ 0.32 | $ 0.15 | $ 0.31 | $ 0.61 | $ 0.73 | $ 1.10 | $ 1.09 | $ 1.21 | ||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 6,750 | $ 2,400 | $ 5,792 | $ 135 | $ 6,300 | $ 538 | $ 45 | $ 646 | $ 4,401 | $ 603 | $ 27 | $ 1,635 | $ 39,731 | $ 2,447 | $ 44,820 | |||||||||||||||||||||||||||||||||
Terms of award | Three-year options immediately vested | Three-year vested options | Three-year vested options | Three-year vested options | Three-year vested options | Three-year vested options | Three-year vested options | Three-year vested options | Three-year vested options | Three-year vested options | Three-year vested options | Three-year vested options | Three-year vested options | Three-year vested options | ||||||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 250,000 | 300,000 | 100,000 | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 0.285 | $ 0.554 | $ 0.266 | $ 0.245 | ||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 71,250 | $ 166,283 | $ 26,600 | $ 49,000 | ||||||||||||||||||||||||||||||||||||||||||||
Members Audit Committee [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 0.439 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of persons | Persons | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 1,317 | |||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 3,000 | 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 0.19 | $ 0.31 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of persons | Persons | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 570 | $ 930 | ||||||||||||||||||||||||||||||||||||||||||||||
Medical Consultants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 200,000 | 50,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 0.19 | |||||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 37,500 | $ 1,500 | $ 300 | |||||||||||||||||||||||||||||||||||||||||||||
Subcontractors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 250,000 | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 0.51 | $ 0.14 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of persons | Persons | 2 | |||||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 127,500 | $ 28,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Four Members Of The Company Board [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 3,000 | 3,000 | 4,000 | 4,000 | ||||||||||||||||||||||||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 0.65 | $ 0.60 | $ 0.51 | $ 1.49 | ||||||||||||||||||||||||||||||||||||||||||||
Number of persons | Persons | 4 | |||||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 1,950 | $ 1,800 | $ 2,040 | $ 5,960 | ||||||||||||||||||||||||||||||||||||||||||||
One Member Of The Audit Committee [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 0.52 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of persons | Persons | 1 | |||||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 520 | |||||||||||||||||||||||||||||||||||||||||||||||
Four Member Of The Audit Committee [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 1 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of persons | Persons | 4 | |||||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Three Member Of The Audit Committee [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 3,000 | 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 1 | $ 0.27 | ||||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 3,000 | $ 810 | ||||||||||||||||||||||||||||||||||||||||||||||
Financial Advisory Board Member [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 100,000 | 100,000 | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 1 | $ 0.75 | $ 1.39 | |||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 100,000 | $ 75,000 | $ 347,500 | |||||||||||||||||||||||||||||||||||||||||||||
Two Member Of The Audit Committee [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 2,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 0.80 | |||||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 1,600 | |||||||||||||||||||||||||||||||||||||||||||||||
Three Members Of The Company Board [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 63,000 | 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 0.18 | $ 0.02 | ||||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 11,580 | $ 60 | ||||||||||||||||||||||||||||||||||||||||||||||
Financial Advisory Board Members [Member] | Stock Options [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock options, exercise price (in dollars per share) | $ / shares | $ 0.95 | |||||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 141,060 | |||||||||||||||||||||||||||||||||||||||||||||||
Terms of award | Three-year vested options | |||||||||||||||||||||||||||||||||||||||||||||||
Managers, Board and Medical Advisory Board [Member] | Stock Options [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Description of dividend pay | Equally divided to 227,800 shares/each to fourteen of the Company’s Managers, Board- and Medical Advisory Board members, as well as to indispensable Consultants currently working on the clinical trial submissions with the FDA | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares, Granted | shares | 3,189,200 | |||||||||||||||||||||||||||||||||||||||||||||||
Options granted, value | $ | $ 765,408 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets: | ||
Net operating loss carryforward | $ 3,225,628 | $ 832,590 |
Total deferred tax assets | 677,382 | 174,840 |
Valuation allowance | (677,382) | (174,840) |
Deferred tax asset, net of valuation allowance |
PROVISION FOR INCOME TAXES (D_2
PROVISION FOR INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at federal statutory rate | (21.00%) | (21.00%) |
PROVISION FOR INCOME TAXES (D_3
PROVISION FOR INCOME TAXES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | |
Provision for Income Taxes (Textual) | |||
Federal net operating losses | $ 3,225,628 | $ 832,590 | |
Future taxable income | $ 2,870 | ||
Net operating loss carry forwards, description | Net operating loss carry forwards (NOL), if not utilized, will expire in 2037 for federal purposes. | ||
U.S. federal corporate income tax rate | 21.00% | ||
Income taxes, description | As at the fiscal year 2020, a deduction for issued warrants and stock options and restricted shares awarded from the 2010 Stock Plan for a total of $1,448,240 has not yet been made, for the fiscal year 2019 this total was $1,324,035. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Jun. 05, 2020 | |
Employment Agreements [Member] | |||
Payment of severance upon termination | $ 100,000 | $ 100,000 | |
Power Up #1 [Member] | |||
judgment for an amount of not less | $ 420,750 | ||
Damage amount | $ 420,750 | ||
Pharmalectin Partners, LLC [Member] | |||
Total value of acquired subsidiary | $ 5,050,000 | $ 5,050,000 | |
Percentage of acquire of the Company's Subsidiary | 50.00% | 50.00% | |
Pharmalectin Partners, LLC [Member] | Research and Development [Member] | |||
Invested amount | $ 1,400,000 | $ 950,000 | |
Percentage of converted into outstanding common stock | 17.50% | 17.50% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 03, 2021 | May 01, 2021 | Apr. 22, 2021 | Apr. 16, 2021 | Apr. 01, 2021 | Apr. 01, 2021 | Mar. 24, 2021 | Feb. 01, 2021 | Jan. 20, 2021 | Jan. 15, 2021 | Jan. 02, 2021 | Jul. 02, 2020 | Mar. 25, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Principal amount | $ 938,400 | $ 938,400 | ||||||||||||||
Stock Options [Member] | ||||||||||||||||
Number of shares, Granted | 45,000 | 48,000 | 192,000 | |||||||||||||
2021 Stock Plan [Member] | Stock Options [Member] | ||||||||||||||||
Number of shares, Granted | 45,000 | |||||||||||||||
Option term | 3 years | |||||||||||||||
Exercise price | $ 0.20 | |||||||||||||||
Fair value | $ 6,750 | |||||||||||||||
2010 Stock Plan [Member] | ||||||||||||||||
Share price | $ 0.01 | |||||||||||||||
Fourteen Of The Company's Board Member [Member] | ||||||||||||||||
Number of shares, Granted | 3,000 | 3,000 | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Litigation amount | $ 420,750 | |||||||||||||||
Subsequent Event [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||
Description of conversion price | The conversion price of the Notes is equal to $0.13 or 85% of the closing price of any Qualified Financing, which consists of any fundraising receiving gross proceeds of not less than $500,000, whichever is less. | |||||||||||||||
Subsequent Event [Member] | Third Party Investors [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||
Principal amount | $ 1,165,000 | |||||||||||||||
Maturity date | May 2, 2022 | |||||||||||||||
Interest rate | 6.00% | |||||||||||||||
Debt term | four 1-year convertible promissory notes | |||||||||||||||
Proceeds for disbursements for the fees and commissions | $ 1,165,000 | |||||||||||||||
Total discount to be amortized | $ 119,850 | |||||||||||||||
Share price | $ 0.001 | |||||||||||||||
Subsequent Event [Member] | Pharmalectin Partners, LLC [Member] | ||||||||||||||||
Additional investment amount | $ 450,000 | |||||||||||||||
Percentage of increasing interest in subsidiary | 12.00% | |||||||||||||||
Subsequent Event [Member] | 2021 Stock Plan [Member] | ||||||||||||||||
Percentage of number of shares of stock outstanding | 15.00% | |||||||||||||||
Number of shares hold | 17,014,376 | |||||||||||||||
Subsequent Event [Member] | 2021 Stock Plan [Member] | Stock Options [Member] | ||||||||||||||||
Number of shares, Granted | 10,000 | |||||||||||||||
Exercise price | $ 0.17 | |||||||||||||||
Fair value | $ 1,700 | |||||||||||||||
Subsequent Event [Member] | 2021 Stock Plan [Member] | Three Members [Member] | ||||||||||||||||
Number of shares, Granted | 30,000 | |||||||||||||||
Exercise price | $ 0.17 | |||||||||||||||
Fair value | $ 15,300 | |||||||||||||||
Subsequent Event [Member] | 2021 Stock Plan [Member] | Consultant [Member] | ||||||||||||||||
Number of shares, Granted | 150,000 | |||||||||||||||
Share price | $ 0.17 | |||||||||||||||
Fair value | $ 25,500 | |||||||||||||||
Subsequent Event [Member] | Private Placement Offering [Member] | JV [Member] | ||||||||||||||||
Number of stock issued | 450,000 | |||||||||||||||
Value of stock issued | $ 150,000 | |||||||||||||||
Total number of stock issued | 3,500,000 | |||||||||||||||
Total value of stock issued | $ 10,500,000 | |||||||||||||||
Description of debt conversion | The shares are convertible to Bioxytran common stock in a 1 for 1 exchange. | |||||||||||||||
Subsequent Event [Member] | Medical Advisory Board Member [Member] | 2021 Stock Plan [Member] | ||||||||||||||||
Number of shares, Granted | 45,000 | 10,000 | ||||||||||||||
Option term | 3 years | |||||||||||||||
Share price | $ 0.17 | $ 0.17 | ||||||||||||||
Exercise price | $ 0.19 | |||||||||||||||
Fair value | $ 7,650 | $ 1,700 | ||||||||||||||
Subsequent Event [Member] | Medical Advisory Board Member [Member] | 2010 Stock Plan [Member] | ||||||||||||||||
Number of shares, Granted | 10,000 | |||||||||||||||
Share price | $ 0.24 | |||||||||||||||
Fair value | $ 2,400 | |||||||||||||||
Subsequent Event [Member] | Three Board Members [Member] | 2021 Stock Plan [Member] | ||||||||||||||||
Number of shares, Granted | 90,000 | |||||||||||||||
Share price | $ 0.17 | $ 0.17 | ||||||||||||||
Fair value | $ 15,300 | |||||||||||||||
Subsequent Event [Member] | Fourteen Of The Company's Board Member [Member] | 2010 Stock Plan [Member] | ||||||||||||||||
Number of shares, Granted | 3,189,200 | |||||||||||||||
Share price | $ 0.24 | |||||||||||||||
Fair value | $ 765,408 | |||||||||||||||
Description of option equally divided | Equally divided to 227,800 shares/each to fourteen of the Company’s Managers, Board- and Medical Advisory Board members, as well as to indispensable Consultants currently working on the clinical trial submissions with the FDA |