Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-37428 | ||
Entity Registrant Name | Qualigen Therapeutics, Inc. | ||
Entity Central Index Key | 0001460702 | ||
Entity Tax Identification Number | 26-3474527 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 5857 Owens Avenue | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Carlsbad | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92008 | ||
City Area Code | (760) | ||
Local Phone Number | 452-8111 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | QLGN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,570,535 | ||
Entity Common Stock, Shares Outstanding | 6,307,371 | ||
Documents Incorporated by Reference [Text Block] | None. | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 23 | ||
Auditor Name | Baker Tilly US, LLP | ||
Auditor Location | San Diego, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 401,803 | $ 3,165,985 |
Prepaid expenses and other current assets | 764,964 | 1,366,704 |
Current assets of discontinued operations | 6,287,849 | |
Total current assets | 1,166,767 | 10,820,538 |
Property and equipment, net | 26,242 | |
Other assets | 866,481 | |
Non-current assets of discontinued operations | 8,236,711 | |
Total Assets | 2,033,248 | 19,083,491 |
Current liabilities | ||
Accounts payable | 2,222,983 | 619,568 |
Accrued expenses and other current liabilities | 560,006 | 864,559 |
Warrant liabilities | 54,600 | 788,100 |
Warrant liabilities - related party | 2,834,547 | |
Convertible debt - related party | 1,299,216 | 60,197 |
Current liabilities of discontinued operations | 3,441,198 | |
Total current liabilities | 4,136,805 | 8,608,169 |
Non-current liabilities of discontinued operations | 1,708,732 | |
Total liabilities | 4,136,805 | 10,316,901 |
Commitments and Contingencies (Note 10) | ||
Qualigen Therapeutics, Inc. stockholders’ equity (deficit): | ||
Common stock, $0.001 par value; 225,000,000 shares authorized; 5,362,128 and 4,210,737 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 43,262 | 42,110 |
Additional paid-in capital | 114,655,565 | 110,528,050 |
Accumulated other comprehensive income | 50,721 | |
Accumulated deficit | (116,802,384) | (103,385,172) |
Total Qualigen Therapeutics, Inc. stockholders’ equity (deficit) | (2,103,557) | 7,235,709 |
Noncontrolling interest | 1,530,881 | |
Total Stockholders’ Equity (deficit) | (2,103,557) | 8,766,590 |
Total Liabilities & Stockholders’ Equity (Deficit) | $ 2,033,248 | $ 19,083,491 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 225,000,000 | 225,000,000 |
Common stock, shares issued | 5,362,128 | 4,210,737 |
Common stock, shares outstanding | 5,362,128 | 4,210,737 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
EXPENSES | ||
General and administrative | $ 6,095,607 | $ 10,274,600 |
Research and development | 5,209,250 | 4,486,120 |
Total expenses | 11,304,857 | 14,760,720 |
LOSS FROM OPERATIONS | (11,304,857) | (14,760,720) |
OTHER EXPENSE (INCOME), NET | ||
Gain on change in fair value of warrant liabilities | (2,035,469) | (907,203) |
Interest expense, net | 1,524,722 | 34,397 |
Loss on voluntary conversion of convertible debt | 1,077,287 | |
Loss on debt extinguishment | 625,653 | |
Loss on fixed asset disposal | 21,747 | |
Other income, net | (38,994) | |
Total other expense (income), net | 1,174,946 | (872,806) |
LOSS BEFORE (BENEFIT) PROVISION FOR INCOME TAXES | (12,479,803) | (13,887,914) |
(BENEFIT) PROVISION FOR INCOME TAXES | (4,793) | 6,548 |
NET LOSS FROM CONTINUING OPERATIONS | (12,475,010) | (13,894,462) |
DISCONTINUED OPERATIONS | ||
Loss from discontinued operations, net of tax | (683,008) | (7,140,181) |
Loss on disposal of discontinued operations, net of tax | (602,232) | |
LOSS FROM DISCONTINUED OPERATIONS | (1,285,240) | (7,140,181) |
Net loss | (13,760,250) | (21,034,643) |
Net loss attributable to non-controlling interest from discontinued operations | (343,038) | (2,394,100) |
Net loss attributable to Qualigen Therapeutics, Inc. | $ (13,417,212) | $ (18,640,543) |
Net loss per common share, basic - continuing operations | $ (2.46) | $ (3.62) |
Net loss per common share, diluted - continuing operations | (2.46) | (3.62) |
Net loss per common share, basic - discontinued operations | (0.19) | (1.24) |
Net loss per common share, diluted - discontinued operations | $ (0.19) | $ (1.24) |
Weighted-average number of shares outstanding, basic | 5,072,709 | 3,840,340 |
Weighted-average number of shares outstanding, diluted | 5,072,709 | 3,840,340 |
Other comprehensive loss, net of tax | ||
Foreign currency translation adjustment from discontinued operations | $ 119,473 | $ 50,721 |
Other comprehensive loss | (13,640,777) | (20,983,922) |
Comprehensive loss attributable to noncontrolling interest from discontinued operations | (304,735) | (2,394,100) |
Comprehensive loss attributable to Qualigen Therapeutics, Inc. | $ (13,336,042) | $ (18,589,822) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2021 | $ 35,290 | $ 101,274,073 | $ (84,744,629) | $ 16,564,734 | $ 16,564,734 | ||
Balance, shares at Dec. 31, 2021 | 3,529,018 | ||||||
Fair value of warrant modification for professional services | 67,370 | 67,370 | 67,370 | ||||
Stock-based compensation | 5,484,044 | 5,484,044 | 5,484,044 | ||||
Net loss | (18,640,543) | (18,640,543) | (2,394,100) | (21,034,643) | |||
Stock issued upon exercise of warrants | $ 3,320 | 4,711 | 8,031 | 8,031 | |||
Stock issued upon exercise of warrants, shares | 332,000 | ||||||
Common stock and prefunded warrants issued for business acquisition | $ 3,500 | 3,740,417 | 3,743,917 | 3,882,225 | 7,626,142 | ||
Common stock and prefunded warrants issued for business acquisition, shares | 350,000 | ||||||
Noncontrolling interest adjustments relating to Stock-based compensation and other | (42,756) | (42,756) | 42,756 | ||||
Foreign currency translation adjustment | 50,721 | 50,721 | 50,721 | ||||
Fair value of warrant modification for business acquisition | 696 | 696 | 696 | ||||
Issuance of rounded shares as a result of the reverse stock split | (505) | (505) | (505) | ||||
Issuance of rounded shares as a result of the reverse stock split, shares | (281) | ||||||
Balance at Dec. 31, 2022 | $ 42,110 | 110,528,050 | 50,721 | (103,385,172) | 7,235,709 | 1,530,881 | 8,766,590 |
Balance, shares at Dec. 31, 2022 | 4,210,737 | ||||||
Voluntary conversion of convertible debt into common stock | $ 842 | 1,111,740 | 1,112,582 | 1,112,582 | |||
Voluntary conversion of convertible debt into common stock, shares | 841,726 | ||||||
Redemptions of convertible debt into common stock | $ 310 | 254,006 | 254,316 | 254,316 | |||
Redemptions of convertible debt into common stock, shares | 309,665 | ||||||
Fair value of warrant modification for professional services | 7,945 | 7,945 | 7,945 | ||||
Fair value of warrant reclassified from liabilities to equity | 1,626,694 | 1,626,694 | 1,626,694 | ||||
Stock-based compensation | 1,098,533 | 1,098,533 | 9,297 | 1,107,830 | |||
Foreign currency translation adjustment | 28,597 | 81,170 | 109,767 | 38,303 | 148,070 | ||
Deconsolidation of discontinued operations | (131,891) | (131,891) | (1,235,443) | (1,367,334) | |||
Net loss | (13,417,212) | (13,417,212) | (343,038) | (13,760,250) | |||
Foreign currency translation adjustment | 119,473 | ||||||
Balance at Dec. 31, 2023 | $ 43,262 | $ 114,655,565 | $ (116,802,384) | $ (2,103,557) | $ (2,103,557) | ||
Balance, shares at Dec. 31, 2023 | 5,362,128 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (13,760,250) | $ (21,034,643) |
Loss from discontinued operations, net of tax | (1,285,240) | (7,140,181) |
Loss from continuing operations | (12,475,010) | (13,894,462) |
Adjustments to reconcile loss from continuing operations to net cash used in operating activities: | ||
Depreciation and amortization | 4,495 | 12,165 |
Stock-based compensation | 1,098,533 | 4,765,276 |
Change in fair value of warrant liabilities | (2,035,469) | (906,345) |
Loss on voluntary conversion of convertible debt | 1,077,287 | |
Accretion of discount on convertible debt | 1,469,640 | |
Loss on debt extinguishment | 625,653 | |
Loss on disposal of fixed assets | 21,747 | |
Fair value of warrant modification for professional services | 7,945 | 67,370 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (264,741) | (126,985) |
Accounts payable | 1,603,422 | (43,440) |
Accrued expenses and other current liabilities | (227,101) | (472,441) |
Net cash used in operating activities - continuing operations | (9,093,599) | (10,598,862) |
Net cash provided by (used in) operating activities - discontinued operations | (1,210,664) | (2,648,679) |
Net cash used in operating activities | (10,304,263) | (13,247,541) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash provided by (used in) investing activities - discontinued operations | 4,215,943 | (183,763) |
Net cash provided by (used in) investing activities | 4,215,943 | (183,763) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from warrant exercises | 7,173 | |
Proceeds from issuance of convertible debt | 2,903,847 | |
Payments on convertible notes payable | (550,000) | |
Fractional share payments related to the reverse stock split | (505) | |
Net cash (used in)/provided by financing activities - continuing operations | (550,000) | 2,910,515 |
Net cash used in financing activities - discontinued operations | ||
Net cash (used in) provided by financing activities | (550,000) | 2,910,515 |
Net change in cash and restricted cash | (6,638,320) | (10,520,789) |
Effect of exchange rate changes on cash and restricted cash | 22,639 | |
Cash and restricted cash from continuing operations - beginning of period | 3,165,985 | 9,174,383 |
Cash and restricted cash from discontinued operations - beginning of period | 3,874,138 | 8,363,890 |
Less: cash and restricted cash from discontinued operations - end of period | (3,874,138) | |
Cash from continuing operations - end of period | 401,803 | 3,165,985 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | ||
Taxes | 5,571 | 5,571 |
NONCASH FINANCING AND INVESTING ACTIVITIES: | ||
Net transfers to equipment held for lease from inventory | 83,281 | |
Fair value of warrant liabilities on date of exercise | 858 | |
Redemption of convertible debt into common stock | 254,316 | |
Voluntary conversion of convertible debt into common stock | 1,112,582 | |
Fair value of warrant modifications pursuant to Securities Purchase Agreement | 9,439 | |
Fair value of warrant modifications for business acquisition | $ 33,543 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES Organization Ritter Pharmaceuticals, Inc. (the Company’s predecessor) was formed as a Nevada limited liability company on March 29, 2004 under the name Ritter Natural Sciences, LLC. In September 2008, this company converted into a Delaware corporation under the name Ritter Pharmaceuticals, Inc. On May 22, 2020, upon completing a “reverse recapitalization” transaction with Qualigen, Inc., Ritter Pharmaceuticals, Inc. was renamed Qualigen Therapeutics, Inc. (the “Company”). Qualisys Diagnostics, Inc. was formed as a Minnesota corporation in 1996, reincorporated to become a Delaware corporation in 1999, and then changed its name to Qualigen, Inc. in 2000. Qualigen, Inc. was a wholly-owned subsidiary of the Company. On July 20, 2023, the Company sold all of the issued and outstanding shares of common stock of Qualigen, Inc. to Chembio Diagnostics, Inc. (“Chembio”), a wholly-owned subsidiary of Biosynex, S.A. (“Biosynex”). Following the consummation of this transaction, Qualigen, Inc. became a wholly-owned subsidiary of Chembio (see Note 5 – Discontinued Operations). On May 26, 2022, the Company acquired 2,232,861 350,000 331,464 0.001 These warrants were subsequently exercised on September 13, 2022. 381,786 600,000 52.8 Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), Regulation S-X and rules and regulations of the Securities and Exchange Commission (“SEC”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its former wholly-owned and majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP. The Company views its operations and manages its business in one operating segment. In general, the functional currency of the Company and its subsidiaries is the U.S. dollar. For NanoSynex, the functional currency was the local currency, New Israeli Shekels (NIS). As such, assets and liabilities for NanoSynex were translated into U.S. dollars with the effects of foreign currency translation adjustments reflected as a component of accumulated other comprehensive loss within the Company’s consolidated statements of changes in stockholders’ equity (deficit). As of July 20, 2023, NanoSynex was deconsolidated from these financial statements as the transactions contemplated by the NanoSynex Amendment resulted in a loss of control of a subsidiary that constitutes a business under ASC 810. The retained investment in NanoSynex is accounted for prospectively as an equity method investment. See Note 5 – Discontinued Operations for further information. Discontinued Operations On July 20, 2023, the Company completed the sale of Qualigen, Inc. to Chembio Diagnostics, Inc. The sale of Qualigen Inc. constituted a significant disposition and as such, the Company concluded that the disposition of ownership in Qualigen, Inc. represented a strategic shift that had a major effect on its operations and financial results. Therefore, Qualigen, Inc. is classified as discontinued operations for all periods presented herein. On July 20, 2023, the Company entered into the NanoSynex Amendment, which amended the Master Funding Agreement for the Operational and Technology Funding of NanoSynex Ltd., dated May 26, 2022, by and between the Company and NanoSynex (the “NanoSynex Funding Agreement”), a former majority owned subsidiary of the Company, to, among other things, forfeit 281,000 Series B Preferred Shares of NanoSynex held by the Company, resulting in the deconsolidation of NanoSynex. The disposition represents a strategic shift that will have a material effect on the Company’s operations and financial results. Accordingly, the business of NanoSynex is classified as discontinued operations for all periods presented herein. See Note 5 - Discontinued Operations for further information. Equity Method Investments Following deconsolidation of NanoSynex on July 20, 2023, the Company accounts for its retained investment under the equity method of accounting as it retained the ability to exercise significant influence over the operating and financial policies of the investee. Under the equity method, the Company recognizes its proportionate share earnings or losses each reporting period with an adjustment to the carrying value of the investment. As of December 31, 2023, the carrying value of the retained investment was zero, and therefore the Company has suspended application of the equity method as the Company is not liable for the obligations of the investee nor otherwise committed to provide financial support. Future equity method earnings, if any, will not be recognized until the amount exceeds the unrecognized net losses in prior periods. See Note 5 – Discontinued Operations for further information. Accounting Estimates Management uses estimates and assumptions in preparing its consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The most significant estimates relate to the estimated fair value of in-process research and development, goodwill, warrant liabilities, and stock-based compensation. Actual results could vary from the estimates that were used. Reverse Stock Split On November 23, 2022, the Company effected a 1-for-10 reverse stock split of its outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split reduced the Company’s shares of outstanding common stock, stock options, and warrants to purchase shares of common stock. Fractional shares of common stock that would have otherwise resulted from the Reverse Stock Split were rounded down to the nearest whole share and cash in lieu of fractional shares was paid to stockholders. All share and per share data for all periods presented in the accompanying financial statements and the related disclosures have been adjusted retrospectively to reflect the Reverse Stock Split. The number of authorized shares of common stock and the par value per share remains unchanged. Cash The Company considers all highly liquid investments purchased with an initial maturity of 90 days or less and money market funds to be cash equivalents. The Company maintains the majority of its cash in government money market mutual funds and in accounts at banking institutions in the U.S. that are of high quality. Cash held in these accounts often exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits. If such banking institutions were to fail, the Company could lose all or a portion of amounts held in excess of such insurance limitations. In March 2023, Silicon Valley Bank and Signature Bank, and more recently in May 2023, First Republic Bank, were closed due to liquidity concerns and taken over by the FDIC. While the Company did not have an account at any of these banks, in the event of failure of any of the financial institutions where the Company maintains its cash and cash equivalents, there can be no assurance that the Company would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect the Company’s business and financial position. Impairment of Long-Lived Assets The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that assets may not be recoverable. An impairment loss would be recognized when the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets. The amount of impairment loss, if any, will generally be measured as the difference between the net book value of the assets and their estimated fair values. During the years ended December 31, 2023 and 2022, no Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and managed its business as one segment operating primarily within the United States (and in Israel prior to the NanoSynex deconsolidation). Research and Development Except for acquired in process research and development (IPR&D), the Company expenses research and development costs as incurred including therapeutics license costs. Patent Costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the consolidated statement of operations. Business Combinations The Company accounts for business combinations using the acquisition method pursuant to Financial Accounting Standards Board’s (“FASB”) ASC Topic 805. This method requires, among other things, that results of operations of acquired companies are included in the Company’s financial results beginning on the respective acquisition date, and that assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Intangible assets acquired in a business combination are recorded at fair value using a discounted cash flow model. The discounted cash flow model requires assumptions about the timing and amount of future net cash flows, the cost of capital and terminal values from the perspective of a market participant. Each of these factors can significantly affect the value of the intangible asset. Any excess of the fair value of consideration transferred (the “purchase price”) over the fair values of the net assets acquired is recognized as goodwill. The fair value of assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other acquisition-related costs are expensed when incurred. Goodwill Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets acquired, when accounted for using the purchase method of accounting. Goodwill has an indefinite useful life and is not amortized but is reviewed for impairment annually and whenever events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. In testing for impairment, the fair value of the reporting unit is compared to the carrying value. If the net assets assigned to the reporting unit exceed the fair value of the reporting unit, an impairment loss equal to the difference is recorded. As a result of the annual goodwill impairment analysis, the Company recognized a $ 4,239,000 Derivative Financial Instruments and Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive loss. Depending on the features of the derivative financial instrument, the Company uses either the Black-Scholes option-pricing model or a Monte-Carlo simulation to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period (See Note 7-Warrant Liabilities and Note 8- Convertible Debt - Related Party). Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: ● Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; ● Level 2 - Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly, including inputs in markets that are not considered to be active; and ● Level 3 - Inputs that are unobservable. Fair Value of Financial Instruments Cash, accounts receivable, prepaids, accounts payable, and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. Comprehensive Loss Comprehensive loss consists of net income and foreign currency translation adjustments related to the discontinued operations of NanoSynex. Comprehensive gains (losses) have been reflected in the statements of operations and comprehensive loss and as a separate component in the statements of stockholders’ equity (deficit) for all periods presented. Stock-Based Compensation Stock-based compensation cost for equity awards granted to employees and non-employees is measured at the grant date based on the calculated fair value of the award using the Black-Scholes option-pricing model, and is recognized as an expense, under the straight-line method, over the requisite service period (generally the vesting period of the equity grant). If the Company determines that other methods are more reasonable, or other methods for calculating these assumptions are prescribed by regulators, the fair value calculated for the Company’s stock options could change significantly. Higher volatility, lower risk-free interest rates, and longer expected lives would result in an increase to stock-based compensation expense to employees and non-employees determined at the date of grant. Income Taxes Deferred income taxes are recognized for temporary differences in the basis of assets and liabilities for financial statement and income tax reporting that arise due to net operating loss carry forwards, research and development credit carry forwards and from using different methods and periods to calculate depreciation and amortization, allowance for doubtful accounts, accrued vacation, research and development expenses, and state taxes. A provision has been made for income taxes due on taxable income and for the deferred taxes on the temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years. For more information, refer to Note 14 - Income Taxes. In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the disclosure requirements related to the new standard. Foreign Currency Translation The functional currency for the Company is the U.S. dollar. The functional currency for the discontinued operations of NanoSynex was the New Israeli Shekel (NIS). The financial statements of NanoSynex were translated into U.S. dollars using exchange rates in effect at each period end for assets and liabilities; using exchange rates in effect during the period for results of operations; and using historical exchange rates for certain equity accounts. The adjustment resulting from translating the financial statements of NanoSynex was reflected as a separate component of other comprehensive income (loss) (see Note 5 - Discontinued Operations). Recent Accounting Pronouncements The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the financial statements. Global Economic Conditions Ongoing Wars in Ukraine and Israel In February 2022, Russia invaded Ukraine. While the Company has no direct exposure in Russia and Ukraine, the Company continues to monitor any broader impact to the global economy, including with respect to inflation, supply chains and fuel prices. The full impact of the conflict on the Company’s business and financial results remains uncertain and will depend on the severity and duration of the conflict and its impact on regional and global economic conditions. In October 2023, Hamas conducted terrorist attacks in Israel resulting in ongoing war. There continue to be hostilities between Israel and Hezbollah in Lebanon and Hamas in the Gaza Strip, both of which have resulted in rockets being fired into Israel, causing casualties and disruption of economic activities. In early 2023, there were a number of changes proposed to the political system in Israel by the current government which, if implemented as planned, could lead to large-scale protests and additional uncertainty, negatively impacting the operating environment in Israel. Popular uprisings in various countries in the Middle East over the last few years have also affected the political stability of those countries and have led to a decline in the regional security situation. Such instability may also lead to deterioration in the political and trade relationships that exist between Israel and these countries. Any armed conflicts, terrorist activities or political instability involving Israel or other countries in the region could adversely affect the Company’s minority interest in NanoSynex, its results of operations, financial condition, cash flows and prospects (see Note 5 – Discontinued Operations). Inflation and Global Economic Conditions During the year ended 2022 and continuing into the current fiscal year, global commodity and labor markets experienced significant inflationary pressures attributable to government stimulus and recovery programs, government deficit spending and supply chain issues. The Company cannot provide assurance that it will be successful in fully offsetting increased costs resulting from inflationary pressure. In addition, the global economy suffers from slowing growth and rising interest rates, and some economists believe that there may be a global recession in the near future. If the global economy slows, the Company’s business may be adversely affected. Impact of COVID-19 Pandemic The COVID-19 pandemic has had a dramatic impact on businesses globally and on the Company’s business as well. During the height of the pandemic, sales of diagnostic products decreased significantly and the Company’s net loss increased significantly, as clinics and small hospitals’ demand for Qualigen, Inc.’s FastPack™ diagnostic test kits was reduced sharply, largely due to deferral of patients’ non-emergency visits to physician offices. In July 2023 the Company sold Qualigen, Inc., its wholly-owned subsidiary, to Chembio (see Note 5 - Discontinued Operations). Other accounting standard updates are either not applicable to the Company or are not expected to have a material impact on the Company’s consolidated financial statements. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | NOTE 2 — LIQUIDITY AND GOING CONCERN As of December 31, 2023, the Company had approximately $ 0.4 million in cash and an accumulated deficit of $ 116.8 million. For the years ended December 31, 2023 and 2022, the Company used cash of $ 10.3 million and $ 13.2 million, respectively, in operations. The Company’s cash balances as of the date that these financial statements were issued along with the proceeds from the above sale to Chembio, without additional financing, are expected to fund operations only into the second quarter of 2024. The Company expects to continue to have net losses and negative cash flow from operations, which will challenge its liquidity. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the date that these financial statements were issued. There is no assurance that profitable operations will ever be achieved, or, if achieved, could be sustained on a continuing basis. In order to fully execute its business plan, the Company will require significant additional financing for planned research and development activities, capital expenditures, clinical testing for QN-302 and preclinical development of Pan-RAS, as well as commercialization activities. Historically, the Company’s principal sources of cash have included proceeds from the issuance of common and preferred equity and proceeds from the issuance of debt. In December 2022 the Company raised $ 3.0 million from the sale of an 8% Senior Convertible Debenture (the “Debenture”) to Alpha (see Note 8 - Convertible Debt - Related Party). There can be no assurance that further financing can be obtained on favorable terms, or at all. If the Company is unable to obtain funding, the Company could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business prospects. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include any adjustments that would be necessary should the Company be unable to continue as a going concern, and therefore, be required to liquidate its assets and discharge its liabilities in other than the normal course of business and at amounts that may differ from those reflected in the accompanying financial statements |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 3 — PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following at December 31, 2023 and December 31, 2022: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, December 31, 2023 2022 Prepaid insurance $ 566,011 $ 1,329,034 Other prepaid expenses 25,053 37,670 Receivable from sale of Qualigen, Inc. — — Prepaid research and development expenses 173,900 — Prepaid expenses and other current assets $ 764,964 $ 1,366,704 Prepaid expenses attributable to Qualigen, Inc. and NanoSynex were deemed disposed of as discontinued operations (see Note 5 - Discontinued Operations). |
OTHER NON-CURRENT ASSETS
OTHER NON-CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
OTHER NON-CURRENT ASSETS | NOTE 4 — OTHER NON-CURRENT ASSETS Other non-current assets consisted of the following at December 31, 2023: SCHEDULE OF OTHER NON CURRENT ASSETS December 31, 2023 Funds held in escrow $ 450,000 Long-term research and development deposits 416,481 Other non-current assets $ 866,481 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 5 — DISCONTINUED OPERATIONS The summary of assets and liabilities classified in discontinued operations as of December 31, 2022 are as follows: SCHEDULE OF BALANCE SHEETS AND INCOME STATEMENT CLASSIFIED IN DISCONTINUED OPERATIONS Qualigen, Inc. NanoSynex Total Current assets of discontinued operations $ 4,448,999 $ 1,838,850 $ 6,287,849 Non-current assets of discontinued operations 1,876,270 6,360,441 8,236,711 Total assets of discontinued operations $ 6,325,269 $ 8,199,291 $ 14,524,560 Current liabilities of discontinued operations $ 1,299,948 $ 2,141,250 $ 3,441,198 Non-current liabilities of discontinued operations 1,350,975 357,757 1,708,732 Total liabilities of discontinued operations $ 2,650,923 $ 2,499,007 $ 5,149,930 The summary of gain (loss) from discontinued operations, net of tax, as of December 31, 2023 and 2022 are as follows: Year ended December 31, 2023 Year ended December 31, 2022 Qualigen, Inc. NanoSynex Total Qualigen, Inc. NanoSynex Total (Loss) from discontinued operations $ (171,701 ) $ (511,307 ) $ (683,008 ) $ (2,142,763 ) $ (4,997,418 ) $ (7,140,181 ) Gain (loss) on disposal of discontinued operations 3,876,778 (4,479,010 ) (602,232 ) — — — Total gain (loss) from discontinued operations $ 3,705,077 $ (4,990,317 ) $ (1,285,240 ) $ (2,142,763 ) $ (4,997,418 ) $ (7,140,181 ) Sale of Qualigen, Inc. On July 20, 2023, the Company completed the sale of Qualigen, Inc., its formerly wholly-owned subsidiary, to Chembio Diagnostics, Inc. for net cash consideration of $ 5.4 4.9 450,000 The assets and liabilities classified in discontinued operations for Qualigen, Inc. as of December 31, 2022 are as follows: ASSETS AND LIABILITIES CLASSIFIED IN DISCONTINUED OPERATIONS December 31, 2022 Cash $ 2,246,482 Accounts receivable, net 512,088 Inventory, net 1,586,297 Prepaid expenses and other current assets 104,132 Total current assets of discontinued operations 4,448,999 Right-of-use assets 1,422,538 Property and equipment, net 289,696 Intangible assets, net 145,702 Other assets 18,334 Total non-current assets of discontinued operations 1,876,270 Total assets of discontinued operations of Qualigen, Inc. $ 6,325,269 Accounts payable $ 236,470 Accrued vacation 187,906 Accrued expenses and other current liabilities 518,766 Deferred revenue, current portion 116,161 Operating lease liability, current portion 240,645 Total current liabilities of discontinued operations 1,299,948 Operating lease liability, net of current portion 1,301,919 Deferred revenue, net of current portion 49,056 Total non-current liabilities of discontinued operations 1,350,975 Total liabilities of discontinued operations of Qualigen, Inc. $ 2,650,923 The Company reclassified the following statement of operations items to discontinued operations for the years ended December 31, 2023 and 2022, respectively: 2023 2022 For the Years Ended December 31, 2023 2022 REVENUES Net product sales $ 3,661,121 $ 4,983,556 Total revenues 3,661,121 4,983,556 EXPENSES Cost of product sales 2,551,114 4,302,755 General and administrative 610,559 561,047 Research and development 206,819 1,245,973 Sales and marketing 405,626 950,420 Goodwill and fixed asset impairment — 75,000 Total expenses 3,774,118 7,135,195 OTHER EXPENSE (INCOME), NET Loss on disposal of equipment held for lease 63,302 — Interest (income) expense, net — (7,751 ) Other expense (income), net (4,898 ) (1,125 ) Loss on fixed asset disposal 300 — Total other expense (income), net 58,704 (8,876 ) INCOME (LOSS) FROM DISCONTINUED OPERATIONS BEFORE DISPOSAL (171,701 ) (2,142,763 ) Gain on sale of Qualigen, Inc., net of tax 3,876,778 — INCOME (LOSS) FROM DISCONTINUED OPERATIONS OF QUALIGEN, INC. $ 3,705,077 $ (2,142,763 ) In connection with this transaction, the Company recorded a gain on the sale of Qualigen, Inc. in its consolidated financial statements for the years ended December 31, 2023: Gain on sale of Qualigen, Inc. Fair value of consideration received $ 5,489,337 Working capital adjustment 235,402 Total Assets of discontinued operations (4,225,562 ) Total Liabilities of discontinued operations 3,005,407 Transaction expenses (627,806 ) Gain on sale of Qualigen, Inc. $ 3,876,778 In the fourth quarter of 2023, the gain was adjusted upward by $ 17,000 Amendment and Settlement Agreement with NanoSynex Ltd. On July 20, 2023, the Company entered into and effectuated the NanoSynex Amendment, pursuant to which the Company agreed to, in exchange for eliminating all future NanoSynex Funding Agreement obligations for the Company to invest further cash in NanoSynex (except for obligations to lend NanoSynex $ 560,000 670,000 281,000 52.8 49.97 3.0 560,000 670,000 49.97 39.90 The surrender of Series B Preferred Shares of NanoSynex was accounted for as a loss of control of a subsidiary that constitutes a business under ASC 810. As a result, on July 20, 2023, the Company deconsolidated NanoSynex’s related assets, liabilities, accumulated other comprehensive income, and the noncontrolling interest. Subsequently, the retained investment in NanoSynex is accounted for as an equity method investment. On the date of deconsolidation, the Company recognized its retained investment at fair value, which during the preparation of these financial statements was determined to be de minimis based on various economic, industry, and other factors. As a result, the Company has discontinued recognition of its proportionate share of equity method losses following the date of initial recognition. Future equity method earnings, if any, will not be recognized until the amount exceeds the unrecognized net losses in prior periods. Based upon the magnitude of the disposition and because the Company is exiting certain research and development operations, the disposition represents a strategic shift that will have a material effect on the Company’s operations and financial results. Accordingly, the business of NanoSynex is classified as discontinued operations for all periods presented herein. The assets and liabilities classified in discontinued operations for NanoSynex as of December 31, 2022 are as follows: ASSETS AND LIABILITIES CLASSIFIED IN DISCONTINUED OPERATIONS December 31, 2022 Cash $ 1,621,967 Accounts receivable, net 26,499 Prepaid expenses and other current assets 190,384 Total current assets of discontinued operations 1,838,850 Restricted cash 5,690 Property and equipment, net 29,149 Intangible assets, net 5,700,000 Goodwill 625,602 Total non-current assets of discontinued operations 6,360,441 Total assets of discontinued operations of NanoSynex $ 8,199,291 Accounts payable $ 1,273 Accrued vacation 115,002 Accrued expenses and other current liabilities 293,571 R&D grant liability 780,682 Short term debt-related party 950,722 Total current liabilities of discontinued operations 2,141,250 Deferred tax liability 357,757 Total non-current liabilities of discontinued operations 357,757 Total liabilities of discontinued operations of NanoSynex $ 2,499,007 The Company reclassified the following statement of operations items to discontinued operations for the years ended December 31, 2023 and 2022, respectively: 2023 2022 For the Years Ended 2023 2022 EXPENSES Research and development $ 869,064 $ 1,105,040 Goodwill and fixed asset impairment — 4,164,000 Total expenses 869,064 5,269,040 Loss on disposal of discontinued operations 4,479,010 — (BENEFIT) PROVISION FOR INCOME TAXES (357,757 ) (271,622 ) LOSS FROM DISCONTINUED OPERATIONS (4,990,317 ) (4,997,418 ) Loss attributable to noncontrolling interest (343,038 ) (2,394,100 ) NET LOSS ATTRIBUTABLE TO STOCKHOLDERS $ (4,647,279 ) $ (2,603,318 ) In connection with this transaction, the Company recorded a loss on deconsolidation of NanoSynex in its consolidated financial statements for the years ended December 31, 2023: Loss on deconsolidation of NanoSynex Fair value of NanoSynex interest retained $ — Net assets deconsolidated (2,768,403 ) Non-controlling interest share 1,235,443 Accumulated other comprehensive income attributable to NanoSynex 131,891 Forgiveness of debt (3,077,941 ) Loss from deconsolidation of NanoSynex $ (4,479,010 ) |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 6 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following at December 31, 2023 and December 31, 2022: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, December 31, 2023 2022 Board compensation $ 129,499 70,000 Interest (Convertible debt) 10,004 2,829 License fees 32,975 150,130 Payroll 1,215 1,247 Professional fees 121,775 136,203 Research and development 104,402 329,412 Vacation 151,286 165,040 Other 8,850 9,698 Accrued expenses and other current liabilities $ 560,006 $ 864,559 Other accrued liabilities attributable to Qualigen Inc, and NanoSynex were deemed disposed of as discontinued operations (see Note 5 – Discontinued Operations). |
WARRANT LIABILITIES
WARRANT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Warrant Liabilities | |
WARRANT LIABILITIES | NOTE 7 – WARRANT LIABILITIES In 2004, the Company issued warrants to various investors and brokers for the purchase of Series C preferred stock in connection with a private placement (the “Series C Warrants”). The Series C Warrants were subsequently extended and, upon closing of the reverse recapitalization transaction with Ritter, exchanged for warrants to purchase common stock of the Company, at $ 7.195 0.49 7.195 6.00 49,318 6.00 5.136 49,952 247,625 346,896 5.136 1.32 1,002,717 Additionally, on December 22, 2022, in conjunction with the issuance of the Debenture to Alpha (see Note 8 – Convertible Debt – Related Party), the Company issued to Alpha a warrant to purchase 2,500,000 1.65 125 1.32 0.73 1.65 0.73 As a result of the Alpha Warrant repricing, on December 5, 2023 the Series C Warrants were repriced again from $ 1.32 0.73 203,652 455,623 The following table summarizes the activity in liability classified warrants for the year ended December 31, 2023: SCHEDULE OF WARRANTS ACTIVITY Common Stock Warrants Shares Weighted– Average Exercise Price Range of Exercise Price Weighted–Average Remaining Life (Years) Total outstanding – December 31, 2022 3,849,571 $ 1.53 $ 1.32 1.65 3.9 Exercised — — — — Forfeited (2,751,976 ) 1.53 — — Expired (1,097,595 ) 1.32 1.32 — Granted 455,623 0.73 0.73 0.49 Total outstanding – December 31, 2023 455,623 $ 0.73 $ 0.73 0.49 Exercisable 455,623 $ 0.73 $ 0.73 0.49 The following table summarizes the activity in the Common Stock Warrants received in exchange for the Series C Warrants for the year ended December 31, 2022: Common Stock Warrants Shares Weighted– Average Exercise Price Range of Exercise Price Weighted–Average Remaining Life (Years) Total outstanding –December 31, 2021 248,162 $ 7.20 $ 7.20 2.00 Exercised (536 ) 7.20 Forfeited (247,625 ) 7.20 Expired — — Granted 3,849,570 1.53 Total outstanding – December 31, 2022 3,849,571 $ 1.53 $ 1.32 1.65 3.9 Exercisable 1,349,571 $ 1.32 $ 1.32 1.00 The following table presents the Company’s fair value hierarchy for its Common Stock Warrant liabilities measured at fair value on a recurring basis as of December 31, 2023: SCHEDULE OF FAIR VALUE HIERARCHY FOR WARRANT LIABILITIES Quoted Market Significant Prices for Other Significant Identical Observable Unobservable Assets Inputs Inputs Common Stock Warrant liabilities (Level 1) (Level 2) (Level 3) Total Balance as of December 31, 2022 $ — $ — $ 3,622,647 $ 3,622,647 Exercises — — — — Fair value of warrant reclassified from liabilities to equity — — (1,626,694 ) (1,626,694 ) Loss on debt extinguishment — — 94,116 94,116 Gain on change in fair value of warrant liabilities — — (2,035,469 ) (2,035,469 ) Balance as of December 31, 2023 $ — $ — $ 54,600 $ 54,600 There were no transfers of financial assets or liabilities between category levels for the year ended December 31, 2023. The value of the warrant liabilities was based on a valuation received from an independent valuation firm determined using a Monte-Carlo simulation. For volatility, the Company considers comparable public companies as a basis for its expected volatility to calculate the fair value of common stock warrants and transitions to its own volatility as the Company develops sufficient appropriate history as a public company. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected term of the common stock warrant. The Company uses an expected dividend yield of zero based on the fact that the Company has never paid cash dividends and does not expect to pay cash dividends in the foreseeable future. Any significant changes in the inputs may result in significantly higher or lower fair value measurements. The following are the assumptions used in, and the weighted average and the range of assumptions used in estimating the fair value of warrant liabilities (weighted average calculated based on the number of outstanding warrants on each issuance) as of December 31, 2023 and December 31, 2022: SCHEDULE OF ASSUMPTIONS OF WARRANT LIABILITIES December 31, 2023 December 31, 2022 Actual Range Weighted Average Risk-free interest rate 5.13 % 3.906 4.628 4.15 % Expected volatility (peer group) 68.9 % 88 103 98 % Term of warrants (in years) 0.49 .90 5.48 3.9 Expected dividend yield 0.00 % 0.00 0.00 % |
CONVERTIBLE DEBT- RELATED PARTY
CONVERTIBLE DEBT- RELATED PARTY | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT- RELATED PARTY | NOTE 8 — CONVERTIBLE DEBT- RELATED PARTY On December 22, 2022, the Company issued to Alpha an 8 3,300,000 3,000,000 December 22, 2025 1.32 2,500,000 1.65 125 The proceeds from the transaction were used to advance the Company’s QN-302 Investigative New Drug candidate towards clinical trials and other working capital purposes. Commencing June 1, 2023 and continuing on the first day of each month thereafter until the earlier of (i) December 22, 2025 and (ii) the full redemption of the Debenture (each such date, a “Monthly Redemption Date”), the Company must redeem $ 110,000 85 105 The Debenture accrues interest at the rate of 8 Both the Debenture and the Alpha Warrant provide for adjustments to the Conversion Price and exercise price, respectively, in connection with stock dividends and splits, subsequent equity sales and rights offerings, pro rata distributions, and certain fundamental transactions. Both the Debenture and the Alpha Warrant include a beneficial ownership blocker of 9.99 Pursuant to resale registration rights granted by the Company to Alpha in such Securities Purchase Agreement, the Company filed a resale registration statement on Form S-3 (File Number 333-269088) on December 30, 2022 registering the resale by Alpha of up to 5,157,087 3,958,537 The Company evaluated the Debenture and the Alpha Warrant and determined that the Alpha Warrant is a freestanding financial instrument. Initially, the Alpha Warrant is not considered indexed to the Company’s own stock, because the settlement amount would not equal the difference between the fair value of a fixed number of the Company’s equity shares and a fixed strike price and all of the adjustment features in Section 3(b) of the Alpha Warrant are not down round provisions, as defined in ASU 2017-11. Accordingly, the Alpha Warrant was classified as a liability and recognized at fair value, with subsequent changes in fair value recognized in earnings. The proceeds from the Debenture were allocated to the initial fair value of the Alpha Warrant, with the residual balance allocated to the initial carrying value of the Debenture. The Company has not elected the fair value option for the Debenture. The Debenture was recognized as proceeds received after allocating the proceeds to the Alpha Warrant, and then allocating remaining proceeds to a suite of bifurcated embedded derivative features (conversion option, contingent acceleration upon an Event of Default, and contingent interest upon an Event of Default), with the resulting difference, if any, allocated to the loan host instrument. The suite of derivative features was measured and determined to have no fair value. The original issue discount of $ 0.3 2.8 0 0.1 Between January 9 and 12, 2023, the Company issued 841,726 1.32 1,111,078 1.1 In October and December 2023, the Company issued 309,665 0.71 34,315 On September 22, 2023, the Company entered into a consent and waiver (the “Waiver”) with Alpha. Pursuant to the Waiver, Alpha consented to the Company’s election to pay all of the Monthly Redemption Amount for October 2023 in Conversion Shares (the “October Payment”) and waived the requirement of satisfaction of the Equity Conditions in relation to the October and December Payment. On October 3, 2023 the Company issued 128,595 181,070 On December 5, 2023, the Company and Alpha executed Amendment No. 1 with regard to Securities Purchase Agreement (the “SPA Amendment”), pursuant to which the Company and Alpha agreed to, among other things, reduce the Conversion Price of the Debenture from $ 1.32 0.73 1.65 0.73 0.09 1.6 In accordance with ASC 470-50, the Company determined that the modified terms of the Debenture were substantially different when compared to the original terms that existed prior to the SPA Amendment, and thus the event was required to be accounted for as a debt extinguishment. Accordingly, the Company derecognized the net carrying value of the original Debenture, and recorded the new debt instrument at its fair value of $ 1.4 0.6 During the year ended December 31, 2023, the Company recognized a loss on voluntary conversion of convertible debt of approximately $ 1.1 0.6 1.5 550,000 220,000 1.4 0.1 0 The senior convertible debt comprises the following: SCHEDULE OF SENIOR SECURED CONVERTIBLE DEBT December 31, 2023 December 31, 2022 Senior convertible debenture $ 1,418,922 $ 3,300,000 Discount on convertible debenture (119,706 ) (3,239,803 ) Total convertible debt-related party $ 1,299,216 $ 60,197 As of December 31, 2023, there were no unwaived events of default or violation of any covenants under the Company’s financing obligations. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 9 — EARNINGS (LOSS) PER SHARE Basic loss per share (“EPS”) is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted EPS is computed based on the sum of the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of shares issuable from convertible debt, stock options and warrants. The following potentially dilutive securities have been excluded from diluted net loss per share as of December 31, 2023 and 2022 because their effect would be anti-dilutive: SCHEDULE OF DILUTIVE SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE 2023 2022 For the Years Ended December 31, 2023 2022 Net loss used for basic earnings per share $ (13,417,212 ) $ (18,640,543 ) Basic weighted-average common shares outstanding 5,072,709 3,840,340 Dilutive potential shares issuable from convertible debt, stock options and warrants — — Diluted weighted-average common shares outstanding 5,072,709 3,840,340 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 — COMMITMENTS AND CONTINGENCIES Litigation and Other Legal Proceedings On November 9, 2021, the Company was named as a defendant in an action brought by Mediant Communications Inc. (“Mediant”) in the U.S. District Court for the Southern District of New York. The complaint alleged that Qualigen entered into an implied contract with Mediant, whereby Qualigen retained Mediant to distribute proxy materials and subsequently conduct shareholder vote tabulations. The Company filed a Motion to Dismiss with the District Court and on March 14, 2022 a hearing was held during which the presiding judge ruled in favor of the Motion to Dismiss. The Company and Mediant settled the litigation on April 5, 2022 in the amount of $ 96,558 |
RESEARCH AND LICENSE AGREEMENTS
RESEARCH AND LICENSE AGREEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Research And License Agreements | |
RESEARCH AND LICENSE AGREEMENTS | NOTE 11 — RESEARCH AND LICENSE AGREEMENTS UCL Business Limited In January 2022, the Company entered into a License Agreement with UCL Business Limited to obtain an exclusive worldwide in-license of a genomic quadruplex (G4)-selective transcription inhibitor drug development program which had been developed at University College London, including lead and back-up compounds, preclinical data and a patent estate. (UCL Business Limited is the commercialization company for University College London.) The program’s lead compound is now being developed at the Company under the name QN-302 as a candidate for treatment for pancreatic ductal adenocarcinoma, which represents the vast majority of pancreatic cancers. The License Agreement required a $ 150,000 160,000 For the years ended December 31, 2023 and 2022 there were license costs of approximately $ 128,000 338,000 QN-302 Phase 1 Study In June 2023, the Company entered into a Master Clinical Research Services Agreement with Translational Drug Development, LLC (“TD2”) whereby TD2 agreed to perform certain clinical research and development services for the Company including but not limited to trial management, side identification and selection, site monitoring/management, medical monitoring, project management, data collection, statistical programming or analysis, quality assurance auditing, scientific and medical communications, regulatory affairs consulting and submissions, strategic consulting, and/or other related services. From time to time, the Company intends to enter into statements of work with TD2 for the performance of specific services under this Master Clinical Research Services Agreement. In June 2023, the Company entered into a Master Laboratory Services Agreement with MLM Medical Labs, LLC (“MLM”) whereby MLM agreed to perform certain clinical research and development services for the Company including but not limited to laboratory, supply, testing, validation, data management, and storage services. From time to time, the Company intends to enter into work orders with MLM for the performance of specific services under this Master Laboratory Services Agreement. In June 2023, the Company entered into a Master Services Agreement with Clinigen Clinical Supplies Management, Inc. (“Clinigen”) whereby Clinigen agreed to provide certain pharmaceutical products and/or services. From time to time, the Company intends to enter into statements of work with Clinigen for the performance of specific services under this Master Services Agreement. In July 2023, pursuant to the above agreements, the Company entered into work orders and statements of work for clinical trial services for the conduct of the QN-302 Phase 1 study. The project timeline started in July 2023 and is expected to continue until approximately July 2026. The total amount to be paid under these work orders and statements of work is currently expected to be approximately $ 7.6 University of Louisville Research Foundation In March 2019, the Company entered into a sponsored research agreement and an option for a license agreement with University of Louisville Research Foundation, Inc. (“ULRF”) for development of several small-molecule RAS interaction inhibitor drug candidates. Under the terms of this agreement, the Company agreed to reimburse ULRF for sponsored research expenses of initially up to $ 693,000 2.9 In July 2020, the Company entered into an exclusive license agreement with ULRF for RAS interaction inhibitor drug candidates. Under the agreement, the Company took over development, regulatory approval and commercialization of the candidates from ULRF and is responsible for maintenance of the related intellectual property portfolio. In return, ULRF received approximately $112,000 for an upfront license fee and reimbursement of prior patent costs. In addition, the Company has agreed to pay ULRF (i) royalties, on patent-covered net sales associated with the commercialization, of 4% (on net sales up to a cumulative $250,000,000) or 5% (on net sales above a cumulative $250,000,000), until expiration of the licensed patent, and 2.5% (on net sales for any sales not covered by Licensed Patents), (ii) 30% to 50% of any non-royalty sublicensee income received (50% for sublicenses granted in the first two years of the ULRF license agreement, 40% for sublicenses granted in the third or fourth years of the ULRF license agreement, and 30% for sublicenses granted in the fifth year of the ULRF license agreement or thereafter), (iii) reimbursements for ongoing costs associated with the preparation, filing, prosecution and maintenance of licensed patents, incurred prior to July 2020, and (iv) payments ranging from $ 50,000 5,000,000 50,000 100,000 150,000 300,000 5,000,000 500,000,000 20,000 100,000 Sponsored research expenses related to these RAS agreements for the years ended December 31, 2023 and December 31, 2022 were approximately $ 743,000 758,000 133,000 40,000 Between June 2018 and April 2022, the Company entered into license and sponsored research agreements with ULRF for QN-247, a novel aptamer-based compound that has shown promise as an anticancer drug. Under the agreements, the Company took over development, regulatory approval and commercialization of the compound from ULRF and is responsible for maintenance of the related intellectual property portfolio. In return, ULRF received a $ 50,000 805,000 200,000 In addition, the Company agreed to pay ULRF (i) royalties, on patent-covered net sales associated with the commercialization of anti-nucleolin agent-conjugated nanoparticles, of 4% (on net sales up to a cumulative $250,000,000) or 5% (on net sales above a cumulative $250,000,000), until expiration of the last to expire of the licensed patents, (ii) 30% to 50% of any non-royalty sublicensee income received (50% for sublicenses granted in the first two years of the ULRF license agreement, 40% for sublicenses granted in the third or fourth years of the ULRF license agreement, and 30% for sublicenses granted in the fifth year of the ULRF license agreement or thereafter), (iii) reimbursements for ongoing costs associated with the preparation, filing, prosecution and maintenance of licensed patents, incurred prior to June 2018, and (iv) payments ranging from $ 100,000 5,000,000 100,000 200,000 350,000 500,000 5,000,000 500,000,000 500,000 10,000 50,000 The sponsored research agreement for QN-247 expired in August 2022. The sponsored research expenses related to these QN-247 agreements for the years ended December 31, 2023 and December 31, 2022 were $ 0 164,000 23,000 94,000 24,000 250,000 430,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 12 — STOCKHOLDERS’ EQUITY As of December 31, 2023, and 2022 the Company had two classes of capital stock: common stock and preferred stock. Common Stock Holders of common stock generally vote as a class with the holders of the preferred stock and are entitled to one vote for each share held. Subject to the rights of the holders of the preferred stock to receive preferential dividends, the holders of common stock are entitled to receive dividends when and if declared by the Board of Directors. Following payment of the liquidation preference of the preferred stock, any remaining assets will be distributed ratably among the holders of the common stock and, on an as-if-converted basis, the holders of any preferred stock upon liquidation, dissolution or winding up of the affairs of the Company. The holders of common stock have no preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions. At December 31, 2023, the Company has reserved 5,781,161 SCHEDULE OF RESERVED SHARES Exercise of issued and future grants of stock options 755,715 Conversion of convertible debt 1,943,729 Exercise of stock warrants 3,081,717 Total 5,781,161 Preferred Stock At December 31, 2023 and December 31, 2022, there were no Stock Options and Equity Classified Warrants Stock Options The Company recognizes all compensatory stock-based payments as compensation expense over the service period, which is generally the vesting period. In April 2020, the Company adopted the 2020 Stock Incentive Plan (the “2020 Plan”) which provides for the grant of incentive or non-statutory common stock options, restricted stock, stock bonus awards, stock appreciation rights, restricted stock units and performance awards to qualified employees, officers, directors, consultants and other service providers. At December 31, 2023 and December 31, 2022 there were 398,924 608,012 356,778 147,690 The following represents a summary of the options granted to employees and non-employee service providers that were outstanding at December 31, 2023, and changes during the twelve months then ended: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted–Average Exercise Price Range of Exercise Price Weighted–Average Remaining Life (Years) Total outstanding – December 31, 2022 608,012 $ 35.02 $ 5.14 51.30 8.09 Granted — — — — Expired — — — — Forfeited (209,088 ) 34.71 5.14 51.30 — Total outstanding – December 31, 2023 398,924 $ 35.21 $ 5.14 51.30 7.06 Exercisable (vested) 320,918 $ 41.97 $ 5.14 51.30 6.77 Non-Exercisable (non-vested) 78,006 $ 7.36 $ 5.14 32.90 8.36 The following represents a summary of the options granted (under the 2020 Plan and otherwise) to employees and non-employee service providers that were outstanding at December 31, 2022, and changes during the twelve months then ended: Shares Weighted–Average Exercise Price Range of Exercise Price Weighted–Average Remaining Life (Years) Total outstanding – December 31, 2021 484,186 $ 60.70 $ 12.40 14,657.50 8.52 Granted 134,469 5.24 5.14 10.50 5.99 Expired (9,379 ) 932.75 57.50 14,657.50 — Forfeited (1,264 ) 22.64 5.14 49.70 — Total outstanding – December 31, 2022 608,012 $ 35.02 $ 5.14 51.30 8.09 Exercisable (vested) 288,704 $ 46.32 $ 12.40 51.30 7.59 Non-Exercisable (non-vested) 319,308 $ 24.80 $ 5.14 10.50 8.59 There was approximately $ 1.1 5.4 1.09 No The exercise price for an option issued under the 2020 Plan is determined by the Board of Directors, but will be (i) in the case of an incentive stock option (A) granted to an employee who, at the time of grant of such option, is a 10% stockholder, no less than 110% of the fair market value per share on the date of grant; or (B) granted to any other employee, no less than 100% of the fair market value per share on the date of grant; and (ii) in the case of a non-statutory stock option, no less than 100% of the fair market value per share on the date of grant. There were no 3.96 Fair Value of Equity Awards The Company utilizes the Black-Scholes option pricing model to value awards under the 2020 Plan, and for equity classified compensatory warrants. Key valuation assumptions include: ● Expected dividend yield. ● Expected stock-price volatility. ● Risk-free interest rate. ● Expected term. The material factors incorporated in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows: SCHEDULE OF ASSUMPTION USED IN BLACK-SCHOLES OPTION-PRICING METHOD For the Years Ended December 31, 2023 2022 Expected dividend yield n/a 0.00% Expected stock-price volatility n/a 103% Risk-free interest rate n/a 1.58 3.77 Expected average term of options (in years) n/a 5.99 Stock price n/a 5.14 10.50 The Company recorded stock-based compensation expense and classified it in the Consolidated Statements of Operations as follows: SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE 2023 2022 For the Years Ended December 31, 2023 2022 General and administrative $ 939,228 $ 4,649,649 Research and development 159,305 834,395 Total $ 1,098,533 $ 5,484,044 Equity Classified Compensatory Warrants In connection with the $ 4.0 81,143 11.10 In addition, various service providers hold equity classified compensatory warrants issued in 2017 and earlier (originally exercisable to purchase Series C convertible preferred stock, and now instead exercisable to purchase common stock) for the purchase of 66,802 23.40 On April 25, 2022, 60,000 13.20 6.00 June 3, 2023 to September 14, 2023 67,370 September 14, 2023 67,620 11.10 5.136 31,010 67,620 5.136 1.32 8,548 67,620 1.32 0.73 7,945 No new compensatory warrants were issued during the year ended December 31, 2023 or 2022. The following table summarizes the equity classified compensatory warrant activity for the year ended December 31, 2023: SCHEDULE OF WARRANT ACTIVITY Common Stock Shares Weighted– Average Exercise Price Range of Exercise Price Weighted–Average Remaining Life (Years) Total outstanding – December 31, 2022 179,046 $ 9.12 $ 1.32 25.40 1.73 Granted to advisor and its designees — — Exercised — — Expired (60,000 ) 6.00 6.00 Forfeited — — Total outstanding – December 31, 2023 119,046 $ 10.69 $ 0.73 25.40 1.25 Exercisable 119,046 $ 10.69 $ 0.73 25.40 1.25 Non-Exercisable — $ — $ — — The following table summarizes the equity classified compensatory warrant activity for the year ended December 31, 2022: Common Stock Shares Weighted– Average Exercise Price Range of Exercise Price Weighted–Average Remaining Life (Years) Total outstanding – December 31, 2021 179,046 $ 15.20 $ 11.10 25.40 2.64 Granted to advisor and its designees — — Exercised — — Expired — — Forfeited — — Total outstanding – December 31, 2022 179,046 $ 9.12 $ 1.32 25.40 1.73 Exercisable 179,046 $ 9.12 $ 1.32 25.40 1.73 Non-Exercisable — $ — $ — — There was $ 7,945 67,370 no Noncompensatory Equity Classified Warrants In May 2020, as a commitment fee, the Company issued noncompensatory equity classified warrants to Alpha (a related party) for the purchase of 27,048 11.10 20,000 78,019 0.01 192,068 52.50 128,783 60.00 100,000 0.10 219,101 40.70 331,464 0.01 On November 29, 2021, with the exception of the warrants to purchase 27,048 11.10 539,951 20.00 2.3 331,464 0.01 In conjunction with the NanoSynex Acquisition, on April 25, 2022 the exercise price of 7,048 11.10 6.00 2,533 5.136 696 1.32 891 On December 5, 2023, the Company entered into an Amendment No. 1 with regard to Securities Purchase Agreement, with Alpha. This Amendment amended two instruments which the Company issued under the Securities Purchase Agreement dated December 21, 2022: (a) the 8% Senior Convertible Debenture dated December 22, 2022 in favor of Alpha, and (b) the Common Stock Purchase Warrant dated December 22, 2022 in favor of Alpha. The Amendment reduced the Conversion Price of the Debenture from $ 1.32 0.73 1.65 0.73 The following table summarizes the noncompensatory equity classified warrant activity for the year ended December 31, 2023: SCHEDULE OF WARRANT ACTIVITY Common Stock Shares Weighted–Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2022 547,003 $ 19.76 $ 1.32 20.00 0.33 Legacy Ritter warrants — — Reclassification of Alpha Warrant from warrant liabilities to equity 2,500,000 0.73 0.73 Exercised — — Expired (539,953 ) 20.00 20.00 Forfeited — — Total outstanding – December 31, 2023 2,507,050 $ 0.73 Exercisable 2,507,050 $ 0.73 0.73 4.47 Non-Exercisable — $ — $ — — The following table summarizes the noncompensatory equity classified warrant activity for the year ended December 31, 2022: Common Stock Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2021 554,914 $ 20.10 11.10 37.78 1.32 Legacy Ritter warrants — — Granted 331,464 0.01 0.01 Exercised (331,464 ) 0.01 0.01 Expired (7,911 ) 37.78 37.78 Forfeited — — 0 Total outstanding – December 31, 2022 547,003 $ 19.76 1.32 20.00 0.33 Exercisable 547,003 $ 19.76 1.32 20.00 0.33 Non-Exercisable — $ — $ — — |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 — RELATED PARTY TRANSACTIONS Convertible Debt See Note 8 – Convertible Debt – Related Party for additional information concerning convertible debt – related party transactions. On December 22, 2022, the Company issued to Alpha, an 8 3,300,000 3,000,000 1,418,922 0.73 Warrants Additionally, on December 22, 2022, in conjunction with the issuance of the Debenture to Alpha, the Company issued to Alpha the Alpha Warrant to purchase 2,500,000 0.73 NanoSynex Pursuant to a Share Purchase Agreement dated April 29, 2022, the Company acquired 2,232,861 350,000 331,464 0.001 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14 — INCOME TAXES The following table presents domestic and foreign components of consolidated loss before income taxes from continuing operations for the periods presented: SCHEDULE OF DOMESTIC AND FOREIGN COMPONENTS December 31, 2023 December 31, 2022 Domestic $ (12,479,803 ) $ (13,887,914 ) Foreign — — Loss before provision for income taxes $ (12,479,803 ) $ (13,887,914 ) A reconciliation of the statutory income tax rates and the Company’s effective tax rate is as follows: SCHEDULE OF RECONCILIATIONS OF STATUTORY INCOME TAX RATE December 31, 2023 December 31, 2022 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 1.76 % 7.50 % Non-deductible expenses -0.64 % -2.09 % NOL expiration -5.26 % -19.88 % Tax credit 2.92 % 3.71 % Goodwill impairment 0.00 % 0.00 % Foreign rate differential 0.00 % 0.00 % Change in fair value of warrant liability 3.35 % 0.00 % Tax impact of convertible debenture -5.46 % 1.37 % Tax impact of divestiture -229.26 % 4.01 % True-up -10.65 % 2.24 % Change in valuation allowance 222.28 % -17.91 % Income taxes provision (benefit) 0.04 % -0.05 % Income tax expense for the year ended December 31, 2023 and 2022 consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAXES December 31, 2023 December 31, 2022 For the Years Ended December 31, 2023 December 31, 2022 Current U.S. Federal $ (10,000 ) $ — U.S. State 5,000 7,000 Total current provision (5,000 ) 7,000 Deferred Benefit U.S. Federal 23,128,000 (236,000 ) U.S. State 4,697,000 (2,252,000 ) Total deferred benefit 27,825,000 (2,488,000 ) Change in valuation allowance (27,825,000 ) 2,488,000 Total provision (benefit) for income taxes $ (5,000 ) $ 7,000 The components of deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss $ 8,644,000 $ 32,587,000 Research and development credits 4,970,000 7,857,000 Accrued expenses 68,000 1,020,000 Patent — — Stock compensation 3,004,000 3,069,000 Research and development expenses 1,102,000 1,196,000 Fixed assets — 280,000 Total deferred income tax assets 17,788,000 46,009,000 Deferred tax liabilities: Intangible assets — (13,000 ) Right-of-use asset — (382,000 ) Total deferred income tax liabilities — (395,000 ) Net deferred income tax assets 17,788,000 45,614,000 Valuation allowance (17,788,000 ) (45,614,000 ) Deferred tax asset, net of allowance $ — $ — Based on the available objective evidence, including the Company’s history of cumulative losses, management believes it is likely that the Company’s U.S. federal and state net deferred tax assets will not be realizable. Accordingly, the Company provided for a full valuation allowance against its U.S. federal and state net deferred tax assets at December 31, 2023 and December 31, 2022. Due to the full valuation allowance already in place on the Company’s U.S. federal and state net deferred tax assets, the Company does not anticipate significant changes in the Company’s effective tax rate. However, there is no valuation allowance recorded against the Company’s foreign net operating loss deferred tax assets, as the Company’s foreign IPR&D deferred tax liabilities and foreign net operating loss deferred tax assets are both indefinite-lived and thus they may be netted to arrive at a net foreign deferred tax liability. The Tax Cuts and Jobs Act resulted in significant changes to the treatment of research or experimental (“R&E”) expenditures under Section 174. For tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&E expenditures that are paid or incurred in connection with their trade or business which represent costs in the experimental or laboratory sense. Specifically, costs for U.S. based R&E activities must be amortized over five years and costs for foreign R&E activities must be amortized over 15 years; both using a midyear convention. The Company has incorporated the impact of this new tax legislation into its 2023 and 2022 consolidated financial statements, noting that the impact on the Company’s consolidated financial statements was immaterial. At December 31, 2023, the Company has U.S. federal and state net operating loss carryforwards of approximately $ 15,942,000 78,693,000 The Company also has research and development credit carryforwards for federal and state tax purposes of approximately $ 3,560,000 1,410,000 The research and development credit carryforwards began to expire in 2020 for federal tax purposes and have an indefinite life for state tax purposes U.S. income tax has not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested outside the United States. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. Determination of the amount of any unrecognized deferred income tax liability on this temporary difference is not practicable because of the complexities of the hypothetical calculation. The Company files income tax returns in the U.S. federal jurisdiction and in various states. The Company’s U.S. federal income tax returns remain subject to examination by the Internal Revenue Service. The Company’s California income tax returns remain subject to examination by the California Franchise Tax Board. Due to net operating losses, research and development credits and other tax credit carryforwards that may be utilized in future years, all U.S. federal and state tax years are open to examination. Generally accepted accounting principles clarify the accounting for uncertainty in income taxes recognized in the Company’s financial statements and prescribe thresholds for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provide guidance on de-recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company adopted these provisions effective April 1, 2009. The Company did no |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 — SUBSEQUENT EVENTS On February 26, 2024, the Company entered into a Securities Purchase Agreement (“Agreement”) with Alpha. The transactions contemplated by the Agreement closed on February 27, 2024, at which time the Company delivered to Alpha the 2024 Debenture and the 2024 Warrant, as described below, and Alpha paid the Company a cash purchase price of $ 500,000 25,000 550,000 December 31, 2024 0.6111 8 0.26 900,016 1,100,000 1,800,032 1.0 |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Ritter Pharmaceuticals, Inc. (the Company’s predecessor) was formed as a Nevada limited liability company on March 29, 2004 under the name Ritter Natural Sciences, LLC. In September 2008, this company converted into a Delaware corporation under the name Ritter Pharmaceuticals, Inc. On May 22, 2020, upon completing a “reverse recapitalization” transaction with Qualigen, Inc., Ritter Pharmaceuticals, Inc. was renamed Qualigen Therapeutics, Inc. (the “Company”). Qualisys Diagnostics, Inc. was formed as a Minnesota corporation in 1996, reincorporated to become a Delaware corporation in 1999, and then changed its name to Qualigen, Inc. in 2000. Qualigen, Inc. was a wholly-owned subsidiary of the Company. On July 20, 2023, the Company sold all of the issued and outstanding shares of common stock of Qualigen, Inc. to Chembio Diagnostics, Inc. (“Chembio”), a wholly-owned subsidiary of Biosynex, S.A. (“Biosynex”). Following the consummation of this transaction, Qualigen, Inc. became a wholly-owned subsidiary of Chembio (see Note 5 – Discontinued Operations). On May 26, 2022, the Company acquired 2,232,861 350,000 331,464 0.001 These warrants were subsequently exercised on September 13, 2022. 381,786 600,000 52.8 |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), Regulation S-X and rules and regulations of the Securities and Exchange Commission (“SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its former wholly-owned and majority owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP. The Company views its operations and manages its business in one operating segment. In general, the functional currency of the Company and its subsidiaries is the U.S. dollar. For NanoSynex, the functional currency was the local currency, New Israeli Shekels (NIS). As such, assets and liabilities for NanoSynex were translated into U.S. dollars with the effects of foreign currency translation adjustments reflected as a component of accumulated other comprehensive loss within the Company’s consolidated statements of changes in stockholders’ equity (deficit). As of July 20, 2023, NanoSynex was deconsolidated from these financial statements as the transactions contemplated by the NanoSynex Amendment resulted in a loss of control of a subsidiary that constitutes a business under ASC 810. The retained investment in NanoSynex is accounted for prospectively as an equity method investment. See Note 5 – Discontinued Operations for further information. |
Discontinued Operations | Discontinued Operations On July 20, 2023, the Company completed the sale of Qualigen, Inc. to Chembio Diagnostics, Inc. The sale of Qualigen Inc. constituted a significant disposition and as such, the Company concluded that the disposition of ownership in Qualigen, Inc. represented a strategic shift that had a major effect on its operations and financial results. Therefore, Qualigen, Inc. is classified as discontinued operations for all periods presented herein. On July 20, 2023, the Company entered into the NanoSynex Amendment, which amended the Master Funding Agreement for the Operational and Technology Funding of NanoSynex Ltd., dated May 26, 2022, by and between the Company and NanoSynex (the “NanoSynex Funding Agreement”), a former majority owned subsidiary of the Company, to, among other things, forfeit 281,000 Series B Preferred Shares of NanoSynex held by the Company, resulting in the deconsolidation of NanoSynex. The disposition represents a strategic shift that will have a material effect on the Company’s operations and financial results. Accordingly, the business of NanoSynex is classified as discontinued operations for all periods presented herein. See Note 5 - Discontinued Operations for further information. |
Equity Method Investments | Equity Method Investments Following deconsolidation of NanoSynex on July 20, 2023, the Company accounts for its retained investment under the equity method of accounting as it retained the ability to exercise significant influence over the operating and financial policies of the investee. Under the equity method, the Company recognizes its proportionate share earnings or losses each reporting period with an adjustment to the carrying value of the investment. As of December 31, 2023, the carrying value of the retained investment was zero, and therefore the Company has suspended application of the equity method as the Company is not liable for the obligations of the investee nor otherwise committed to provide financial support. Future equity method earnings, if any, will not be recognized until the amount exceeds the unrecognized net losses in prior periods. See Note 5 – Discontinued Operations for further information. |
Accounting Estimates | Accounting Estimates Management uses estimates and assumptions in preparing its consolidated financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The most significant estimates relate to the estimated fair value of in-process research and development, goodwill, warrant liabilities, and stock-based compensation. Actual results could vary from the estimates that were used. |
Reverse Stock Split | Reverse Stock Split On November 23, 2022, the Company effected a 1-for-10 reverse stock split of its outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split reduced the Company’s shares of outstanding common stock, stock options, and warrants to purchase shares of common stock. Fractional shares of common stock that would have otherwise resulted from the Reverse Stock Split were rounded down to the nearest whole share and cash in lieu of fractional shares was paid to stockholders. All share and per share data for all periods presented in the accompanying financial statements and the related disclosures have been adjusted retrospectively to reflect the Reverse Stock Split. The number of authorized shares of common stock and the par value per share remains unchanged. |
Cash | Cash The Company considers all highly liquid investments purchased with an initial maturity of 90 days or less and money market funds to be cash equivalents. The Company maintains the majority of its cash in government money market mutual funds and in accounts at banking institutions in the U.S. that are of high quality. Cash held in these accounts often exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits. If such banking institutions were to fail, the Company could lose all or a portion of amounts held in excess of such insurance limitations. In March 2023, Silicon Valley Bank and Signature Bank, and more recently in May 2023, First Republic Bank, were closed due to liquidity concerns and taken over by the FDIC. While the Company did not have an account at any of these banks, in the event of failure of any of the financial institutions where the Company maintains its cash and cash equivalents, there can be no assurance that the Company would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect the Company’s business and financial position. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that assets may not be recoverable. An impairment loss would be recognized when the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets. The amount of impairment loss, if any, will generally be measured as the difference between the net book value of the assets and their estimated fair values. During the years ended December 31, 2023 and 2022, no |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and managed its business as one segment operating primarily within the United States (and in Israel prior to the NanoSynex deconsolidation). |
Research and Development | Research and Development Except for acquired in process research and development (IPR&D), the Company expenses research and development costs as incurred including therapeutics license costs. |
Patent Costs | Patent Costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the consolidated statement of operations. |
Business Combinations | Business Combinations The Company accounts for business combinations using the acquisition method pursuant to Financial Accounting Standards Board’s (“FASB”) ASC Topic 805. This method requires, among other things, that results of operations of acquired companies are included in the Company’s financial results beginning on the respective acquisition date, and that assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Intangible assets acquired in a business combination are recorded at fair value using a discounted cash flow model. The discounted cash flow model requires assumptions about the timing and amount of future net cash flows, the cost of capital and terminal values from the perspective of a market participant. Each of these factors can significantly affect the value of the intangible asset. Any excess of the fair value of consideration transferred (the “purchase price”) over the fair values of the net assets acquired is recognized as goodwill. The fair value of assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other acquisition-related costs are expensed when incurred. |
Goodwill | Goodwill Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets acquired, when accounted for using the purchase method of accounting. Goodwill has an indefinite useful life and is not amortized but is reviewed for impairment annually and whenever events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable. In testing for impairment, the fair value of the reporting unit is compared to the carrying value. If the net assets assigned to the reporting unit exceed the fair value of the reporting unit, an impairment loss equal to the difference is recorded. As a result of the annual goodwill impairment analysis, the Company recognized a $ 4,239,000 |
Derivative Financial Instruments and Warrant Liabilities | Derivative Financial Instruments and Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive loss. Depending on the features of the derivative financial instrument, the Company uses either the Black-Scholes option-pricing model or a Monte-Carlo simulation to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period (See Note 7-Warrant Liabilities and Note 8- Convertible Debt - Related Party). |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). The guidance establishes three levels of the fair value hierarchy as follows: ● Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date; ● Level 2 - Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly, including inputs in markets that are not considered to be active; and ● Level 3 - Inputs that are unobservable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash, accounts receivable, prepaids, accounts payable, and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net income and foreign currency translation adjustments related to the discontinued operations of NanoSynex. Comprehensive gains (losses) have been reflected in the statements of operations and comprehensive loss and as a separate component in the statements of stockholders’ equity (deficit) for all periods presented. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation cost for equity awards granted to employees and non-employees is measured at the grant date based on the calculated fair value of the award using the Black-Scholes option-pricing model, and is recognized as an expense, under the straight-line method, over the requisite service period (generally the vesting period of the equity grant). If the Company determines that other methods are more reasonable, or other methods for calculating these assumptions are prescribed by regulators, the fair value calculated for the Company’s stock options could change significantly. Higher volatility, lower risk-free interest rates, and longer expected lives would result in an increase to stock-based compensation expense to employees and non-employees determined at the date of grant. |
Income Taxes | Income Taxes Deferred income taxes are recognized for temporary differences in the basis of assets and liabilities for financial statement and income tax reporting that arise due to net operating loss carry forwards, research and development credit carry forwards and from using different methods and periods to calculate depreciation and amortization, allowance for doubtful accounts, accrued vacation, research and development expenses, and state taxes. A provision has been made for income taxes due on taxable income and for the deferred taxes on the temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Realization of the deferred income tax asset is dependent on generating sufficient taxable income in future years. For more information, refer to Note 14 - Income Taxes. In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the disclosure requirements related to the new standard. |
Foreign Currency Translation | Foreign Currency Translation The functional currency for the Company is the U.S. dollar. The functional currency for the discontinued operations of NanoSynex was the New Israeli Shekel (NIS). The financial statements of NanoSynex were translated into U.S. dollars using exchange rates in effect at each period end for assets and liabilities; using exchange rates in effect during the period for results of operations; and using historical exchange rates for certain equity accounts. The adjustment resulting from translating the financial statements of NanoSynex was reflected as a separate component of other comprehensive income (loss) (see Note 5 - Discontinued Operations). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the financial statements. |
Global Economic Conditions | Global Economic Conditions Ongoing Wars in Ukraine and Israel In February 2022, Russia invaded Ukraine. While the Company has no direct exposure in Russia and Ukraine, the Company continues to monitor any broader impact to the global economy, including with respect to inflation, supply chains and fuel prices. The full impact of the conflict on the Company’s business and financial results remains uncertain and will depend on the severity and duration of the conflict and its impact on regional and global economic conditions. In October 2023, Hamas conducted terrorist attacks in Israel resulting in ongoing war. There continue to be hostilities between Israel and Hezbollah in Lebanon and Hamas in the Gaza Strip, both of which have resulted in rockets being fired into Israel, causing casualties and disruption of economic activities. In early 2023, there were a number of changes proposed to the political system in Israel by the current government which, if implemented as planned, could lead to large-scale protests and additional uncertainty, negatively impacting the operating environment in Israel. Popular uprisings in various countries in the Middle East over the last few years have also affected the political stability of those countries and have led to a decline in the regional security situation. Such instability may also lead to deterioration in the political and trade relationships that exist between Israel and these countries. Any armed conflicts, terrorist activities or political instability involving Israel or other countries in the region could adversely affect the Company’s minority interest in NanoSynex, its results of operations, financial condition, cash flows and prospects (see Note 5 – Discontinued Operations). Inflation and Global Economic Conditions During the year ended 2022 and continuing into the current fiscal year, global commodity and labor markets experienced significant inflationary pressures attributable to government stimulus and recovery programs, government deficit spending and supply chain issues. The Company cannot provide assurance that it will be successful in fully offsetting increased costs resulting from inflationary pressure. In addition, the global economy suffers from slowing growth and rising interest rates, and some economists believe that there may be a global recession in the near future. If the global economy slows, the Company’s business may be adversely affected. |
Impact of COVID-19 Pandemic | Impact of COVID-19 Pandemic The COVID-19 pandemic has had a dramatic impact on businesses globally and on the Company’s business as well. During the height of the pandemic, sales of diagnostic products decreased significantly and the Company’s net loss increased significantly, as clinics and small hospitals’ demand for Qualigen, Inc.’s FastPack™ diagnostic test kits was reduced sharply, largely due to deferral of patients’ non-emergency visits to physician offices. In July 2023 the Company sold Qualigen, Inc., its wholly-owned subsidiary, to Chembio (see Note 5 - Discontinued Operations). Other accounting standard updates are either not applicable to the Company or are not expected to have a material impact on the Company’s consolidated financial statements. |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | Prepaid expenses and other current assets consisted of the following at December 31, 2023 and December 31, 2022: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, December 31, 2023 2022 Prepaid insurance $ 566,011 $ 1,329,034 Other prepaid expenses 25,053 37,670 Receivable from sale of Qualigen, Inc. — — Prepaid research and development expenses 173,900 — Prepaid expenses and other current assets $ 764,964 $ 1,366,704 |
OTHER NON-CURRENT ASSETS (Table
OTHER NON-CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF OTHER NON CURRENT ASSETS | Other non-current assets consisted of the following at December 31, 2023: SCHEDULE OF OTHER NON CURRENT ASSETS December 31, 2023 Funds held in escrow $ 450,000 Long-term research and development deposits 416,481 Other non-current assets $ 866,481 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
ASSETS AND LIABILITIES CLASSIFIED IN DISCONTINUED OPERATIONS | The summary of assets and liabilities classified in discontinued operations as of December 31, 2022 are as follows: SCHEDULE OF BALANCE SHEETS AND INCOME STATEMENT CLASSIFIED IN DISCONTINUED OPERATIONS Qualigen, Inc. NanoSynex Total Current assets of discontinued operations $ 4,448,999 $ 1,838,850 $ 6,287,849 Non-current assets of discontinued operations 1,876,270 6,360,441 8,236,711 Total assets of discontinued operations $ 6,325,269 $ 8,199,291 $ 14,524,560 Current liabilities of discontinued operations $ 1,299,948 $ 2,141,250 $ 3,441,198 Non-current liabilities of discontinued operations 1,350,975 357,757 1,708,732 Total liabilities of discontinued operations $ 2,650,923 $ 2,499,007 $ 5,149,930 The summary of gain (loss) from discontinued operations, net of tax, as of December 31, 2023 and 2022 are as follows: Year ended December 31, 2023 Year ended December 31, 2022 Qualigen, Inc. NanoSynex Total Qualigen, Inc. NanoSynex Total (Loss) from discontinued operations $ (171,701 ) $ (511,307 ) $ (683,008 ) $ (2,142,763 ) $ (4,997,418 ) $ (7,140,181 ) Gain (loss) on disposal of discontinued operations 3,876,778 (4,479,010 ) (602,232 ) — — — Total gain (loss) from discontinued operations $ 3,705,077 $ (4,990,317 ) $ (1,285,240 ) $ (2,142,763 ) $ (4,997,418 ) $ (7,140,181 ) |
NanoSynex [Member] | |
ASSETS AND LIABILITIES CLASSIFIED IN DISCONTINUED OPERATIONS | The assets and liabilities classified in discontinued operations for NanoSynex as of December 31, 2022 are as follows: ASSETS AND LIABILITIES CLASSIFIED IN DISCONTINUED OPERATIONS December 31, 2022 Cash $ 1,621,967 Accounts receivable, net 26,499 Prepaid expenses and other current assets 190,384 Total current assets of discontinued operations 1,838,850 Restricted cash 5,690 Property and equipment, net 29,149 Intangible assets, net 5,700,000 Goodwill 625,602 Total non-current assets of discontinued operations 6,360,441 Total assets of discontinued operations of NanoSynex $ 8,199,291 Accounts payable $ 1,273 Accrued vacation 115,002 Accrued expenses and other current liabilities 293,571 R&D grant liability 780,682 Short term debt-related party 950,722 Total current liabilities of discontinued operations 2,141,250 Deferred tax liability 357,757 Total non-current liabilities of discontinued operations 357,757 Total liabilities of discontinued operations of NanoSynex $ 2,499,007 The Company reclassified the following statement of operations items to discontinued operations for the years ended December 31, 2023 and 2022, respectively: 2023 2022 For the Years Ended 2023 2022 EXPENSES Research and development $ 869,064 $ 1,105,040 Goodwill and fixed asset impairment — 4,164,000 Total expenses 869,064 5,269,040 Loss on disposal of discontinued operations 4,479,010 — (BENEFIT) PROVISION FOR INCOME TAXES (357,757 ) (271,622 ) LOSS FROM DISCONTINUED OPERATIONS (4,990,317 ) (4,997,418 ) Loss attributable to noncontrolling interest (343,038 ) (2,394,100 ) NET LOSS ATTRIBUTABLE TO STOCKHOLDERS $ (4,647,279 ) $ (2,603,318 ) In connection with this transaction, the Company recorded a loss on deconsolidation of NanoSynex in its consolidated financial statements for the years ended December 31, 2023: Loss on deconsolidation of NanoSynex Fair value of NanoSynex interest retained $ — Net assets deconsolidated (2,768,403 ) Non-controlling interest share 1,235,443 Accumulated other comprehensive income attributable to NanoSynex 131,891 Forgiveness of debt (3,077,941 ) Loss from deconsolidation of NanoSynex $ (4,479,010 ) |
Parent [Member] | |
ASSETS AND LIABILITIES CLASSIFIED IN DISCONTINUED OPERATIONS | The assets and liabilities classified in discontinued operations for Qualigen, Inc. as of December 31, 2022 are as follows: ASSETS AND LIABILITIES CLASSIFIED IN DISCONTINUED OPERATIONS December 31, 2022 Cash $ 2,246,482 Accounts receivable, net 512,088 Inventory, net 1,586,297 Prepaid expenses and other current assets 104,132 Total current assets of discontinued operations 4,448,999 Right-of-use assets 1,422,538 Property and equipment, net 289,696 Intangible assets, net 145,702 Other assets 18,334 Total non-current assets of discontinued operations 1,876,270 Total assets of discontinued operations of Qualigen, Inc. $ 6,325,269 Accounts payable $ 236,470 Accrued vacation 187,906 Accrued expenses and other current liabilities 518,766 Deferred revenue, current portion 116,161 Operating lease liability, current portion 240,645 Total current liabilities of discontinued operations 1,299,948 Operating lease liability, net of current portion 1,301,919 Deferred revenue, net of current portion 49,056 Total non-current liabilities of discontinued operations 1,350,975 Total liabilities of discontinued operations of Qualigen, Inc. $ 2,650,923 The Company reclassified the following statement of operations items to discontinued operations for the years ended December 31, 2023 and 2022, respectively: 2023 2022 For the Years Ended December 31, 2023 2022 REVENUES Net product sales $ 3,661,121 $ 4,983,556 Total revenues 3,661,121 4,983,556 EXPENSES Cost of product sales 2,551,114 4,302,755 General and administrative 610,559 561,047 Research and development 206,819 1,245,973 Sales and marketing 405,626 950,420 Goodwill and fixed asset impairment — 75,000 Total expenses 3,774,118 7,135,195 OTHER EXPENSE (INCOME), NET Loss on disposal of equipment held for lease 63,302 — Interest (income) expense, net — (7,751 ) Other expense (income), net (4,898 ) (1,125 ) Loss on fixed asset disposal 300 — Total other expense (income), net 58,704 (8,876 ) INCOME (LOSS) FROM DISCONTINUED OPERATIONS BEFORE DISPOSAL (171,701 ) (2,142,763 ) Gain on sale of Qualigen, Inc., net of tax 3,876,778 — INCOME (LOSS) FROM DISCONTINUED OPERATIONS OF QUALIGEN, INC. $ 3,705,077 $ (2,142,763 ) In connection with this transaction, the Company recorded a gain on the sale of Qualigen, Inc. in its consolidated financial statements for the years ended December 31, 2023: Gain on sale of Qualigen, Inc. Fair value of consideration received $ 5,489,337 Working capital adjustment 235,402 Total Assets of discontinued operations (4,225,562 ) Total Liabilities of discontinued operations 3,005,407 Transaction expenses (627,806 ) Gain on sale of Qualigen, Inc. $ 3,876,778 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | Accrued expenses and other current liabilities consisted of the following at December 31, 2023 and December 31, 2022: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, December 31, 2023 2022 Board compensation $ 129,499 70,000 Interest (Convertible debt) 10,004 2,829 License fees 32,975 150,130 Payroll 1,215 1,247 Professional fees 121,775 136,203 Research and development 104,402 329,412 Vacation 151,286 165,040 Other 8,850 9,698 Accrued expenses and other current liabilities $ 560,006 $ 864,559 |
WARRANT LIABILITIES (Tables)
WARRANT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrant Liabilities | |
SCHEDULE OF WARRANTS ACTIVITY | The following table summarizes the activity in liability classified warrants for the year ended December 31, 2023: SCHEDULE OF WARRANTS ACTIVITY Common Stock Warrants Shares Weighted– Average Exercise Price Range of Exercise Price Weighted–Average Remaining Life (Years) Total outstanding – December 31, 2022 3,849,571 $ 1.53 $ 1.32 1.65 3.9 Exercised — — — — Forfeited (2,751,976 ) 1.53 — — Expired (1,097,595 ) 1.32 1.32 — Granted 455,623 0.73 0.73 0.49 Total outstanding – December 31, 2023 455,623 $ 0.73 $ 0.73 0.49 Exercisable 455,623 $ 0.73 $ 0.73 0.49 The following table summarizes the activity in the Common Stock Warrants received in exchange for the Series C Warrants for the year ended December 31, 2022: Common Stock Warrants Shares Weighted– Average Exercise Price Range of Exercise Price Weighted–Average Remaining Life (Years) Total outstanding –December 31, 2021 248,162 $ 7.20 $ 7.20 2.00 Exercised (536 ) 7.20 Forfeited (247,625 ) 7.20 Expired — — Granted 3,849,570 1.53 Total outstanding – December 31, 2022 3,849,571 $ 1.53 $ 1.32 1.65 3.9 Exercisable 1,349,571 $ 1.32 $ 1.32 1.00 |
SCHEDULE OF FAIR VALUE HIERARCHY FOR WARRANT LIABILITIES | The following table presents the Company’s fair value hierarchy for its Common Stock Warrant liabilities measured at fair value on a recurring basis as of December 31, 2023: SCHEDULE OF FAIR VALUE HIERARCHY FOR WARRANT LIABILITIES Quoted Market Significant Prices for Other Significant Identical Observable Unobservable Assets Inputs Inputs Common Stock Warrant liabilities (Level 1) (Level 2) (Level 3) Total Balance as of December 31, 2022 $ — $ — $ 3,622,647 $ 3,622,647 Exercises — — — — Fair value of warrant reclassified from liabilities to equity — — (1,626,694 ) (1,626,694 ) Loss on debt extinguishment — — 94,116 94,116 Gain on change in fair value of warrant liabilities — — (2,035,469 ) (2,035,469 ) Balance as of December 31, 2023 $ — $ — $ 54,600 $ 54,600 |
SCHEDULE OF ASSUMPTIONS OF WARRANT LIABILITIES | The following are the assumptions used in, and the weighted average and the range of assumptions used in estimating the fair value of warrant liabilities (weighted average calculated based on the number of outstanding warrants on each issuance) as of December 31, 2023 and December 31, 2022: SCHEDULE OF ASSUMPTIONS OF WARRANT LIABILITIES December 31, 2023 December 31, 2022 Actual Range Weighted Average Risk-free interest rate 5.13 % 3.906 4.628 4.15 % Expected volatility (peer group) 68.9 % 88 103 98 % Term of warrants (in years) 0.49 .90 5.48 3.9 Expected dividend yield 0.00 % 0.00 0.00 % |
CONVERTIBLE DEBT- RELATED PAR_2
CONVERTIBLE DEBT- RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF SENIOR SECURED CONVERTIBLE DEBT | The senior convertible debt comprises the following: SCHEDULE OF SENIOR SECURED CONVERTIBLE DEBT December 31, 2023 December 31, 2022 Senior convertible debenture $ 1,418,922 $ 3,300,000 Discount on convertible debenture (119,706 ) (3,239,803 ) Total convertible debt-related party $ 1,299,216 $ 60,197 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF DILUTIVE SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE | The following potentially dilutive securities have been excluded from diluted net loss per share as of December 31, 2023 and 2022 because their effect would be anti-dilutive: SCHEDULE OF DILUTIVE SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE 2023 2022 For the Years Ended December 31, 2023 2022 Net loss used for basic earnings per share $ (13,417,212 ) $ (18,640,543 ) Basic weighted-average common shares outstanding 5,072,709 3,840,340 Dilutive potential shares issuable from convertible debt, stock options and warrants — — Diluted weighted-average common shares outstanding 5,072,709 3,840,340 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
SCHEDULE OF RESERVED SHARES | SCHEDULE OF RESERVED SHARES Exercise of issued and future grants of stock options 755,715 Conversion of convertible debt 1,943,729 Exercise of stock warrants 3,081,717 Total 5,781,161 |
SCHEDULE OF STOCK OPTION ACTIVITY | The following represents a summary of the options granted to employees and non-employee service providers that were outstanding at December 31, 2023, and changes during the twelve months then ended: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted–Average Exercise Price Range of Exercise Price Weighted–Average Remaining Life (Years) Total outstanding – December 31, 2022 608,012 $ 35.02 $ 5.14 51.30 8.09 Granted — — — — Expired — — — — Forfeited (209,088 ) 34.71 5.14 51.30 — Total outstanding – December 31, 2023 398,924 $ 35.21 $ 5.14 51.30 7.06 Exercisable (vested) 320,918 $ 41.97 $ 5.14 51.30 6.77 Non-Exercisable (non-vested) 78,006 $ 7.36 $ 5.14 32.90 8.36 The following represents a summary of the options granted (under the 2020 Plan and otherwise) to employees and non-employee service providers that were outstanding at December 31, 2022, and changes during the twelve months then ended: Shares Weighted–Average Exercise Price Range of Exercise Price Weighted–Average Remaining Life (Years) Total outstanding – December 31, 2021 484,186 $ 60.70 $ 12.40 14,657.50 8.52 Granted 134,469 5.24 5.14 10.50 5.99 Expired (9,379 ) 932.75 57.50 14,657.50 — Forfeited (1,264 ) 22.64 5.14 49.70 — Total outstanding – December 31, 2022 608,012 $ 35.02 $ 5.14 51.30 8.09 Exercisable (vested) 288,704 $ 46.32 $ 12.40 51.30 7.59 Non-Exercisable (non-vested) 319,308 $ 24.80 $ 5.14 10.50 8.59 |
SCHEDULE OF ASSUMPTION USED IN BLACK-SCHOLES OPTION-PRICING METHOD | The material factors incorporated in the Black-Scholes model in estimating the fair value of the options granted for the periods presented were as follows: SCHEDULE OF ASSUMPTION USED IN BLACK-SCHOLES OPTION-PRICING METHOD For the Years Ended December 31, 2023 2022 Expected dividend yield n/a 0.00% Expected stock-price volatility n/a 103% Risk-free interest rate n/a 1.58 3.77 Expected average term of options (in years) n/a 5.99 Stock price n/a 5.14 10.50 |
SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE | The Company recorded stock-based compensation expense and classified it in the Consolidated Statements of Operations as follows: SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE 2023 2022 For the Years Ended December 31, 2023 2022 General and administrative $ 939,228 $ 4,649,649 Research and development 159,305 834,395 Total $ 1,098,533 $ 5,484,044 |
Compensatory Warrant Activity [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
SCHEDULE OF WARRANT ACTIVITY | The following table summarizes the equity classified compensatory warrant activity for the year ended December 31, 2023: SCHEDULE OF WARRANT ACTIVITY Common Stock Shares Weighted– Average Exercise Price Range of Exercise Price Weighted–Average Remaining Life (Years) Total outstanding – December 31, 2022 179,046 $ 9.12 $ 1.32 25.40 1.73 Granted to advisor and its designees — — Exercised — — Expired (60,000 ) 6.00 6.00 Forfeited — — Total outstanding – December 31, 2023 119,046 $ 10.69 $ 0.73 25.40 1.25 Exercisable 119,046 $ 10.69 $ 0.73 25.40 1.25 Non-Exercisable — $ — $ — — The following table summarizes the equity classified compensatory warrant activity for the year ended December 31, 2022: Common Stock Shares Weighted– Average Exercise Price Range of Exercise Price Weighted–Average Remaining Life (Years) Total outstanding – December 31, 2021 179,046 $ 15.20 $ 11.10 25.40 2.64 Granted to advisor and its designees — — Exercised — — Expired — — Forfeited — — Total outstanding – December 31, 2022 179,046 $ 9.12 $ 1.32 25.40 1.73 Exercisable 179,046 $ 9.12 $ 1.32 25.40 1.73 Non-Exercisable — $ — $ — — |
Non Compensatory Warrant Activity [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
SCHEDULE OF WARRANT ACTIVITY | The following table summarizes the noncompensatory equity classified warrant activity for the year ended December 31, 2023: SCHEDULE OF WARRANT ACTIVITY Common Stock Shares Weighted–Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2022 547,003 $ 19.76 $ 1.32 20.00 0.33 Legacy Ritter warrants — — Reclassification of Alpha Warrant from warrant liabilities to equity 2,500,000 0.73 0.73 Exercised — — Expired (539,953 ) 20.00 20.00 Forfeited — — Total outstanding – December 31, 2023 2,507,050 $ 0.73 Exercisable 2,507,050 $ 0.73 0.73 4.47 Non-Exercisable — $ — $ — — The following table summarizes the noncompensatory equity classified warrant activity for the year ended December 31, 2022: Common Stock Shares Weighted– Average Exercise Price Range of Exercise Price Weighted– Average Remaining Life (Years) Total outstanding – December 31, 2021 554,914 $ 20.10 11.10 37.78 1.32 Legacy Ritter warrants — — Granted 331,464 0.01 0.01 Exercised (331,464 ) 0.01 0.01 Expired (7,911 ) 37.78 37.78 Forfeited — — 0 Total outstanding – December 31, 2022 547,003 $ 19.76 1.32 20.00 0.33 Exercisable 547,003 $ 19.76 1.32 20.00 0.33 Non-Exercisable — $ — $ — — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DOMESTIC AND FOREIGN COMPONENTS | The following table presents domestic and foreign components of consolidated loss before income taxes from continuing operations for the periods presented: SCHEDULE OF DOMESTIC AND FOREIGN COMPONENTS December 31, 2023 December 31, 2022 Domestic $ (12,479,803 ) $ (13,887,914 ) Foreign — — Loss before provision for income taxes $ (12,479,803 ) $ (13,887,914 ) |
SCHEDULE OF RECONCILIATIONS OF STATUTORY INCOME TAX RATE | A reconciliation of the statutory income tax rates and the Company’s effective tax rate is as follows: SCHEDULE OF RECONCILIATIONS OF STATUTORY INCOME TAX RATE December 31, 2023 December 31, 2022 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 1.76 % 7.50 % Non-deductible expenses -0.64 % -2.09 % NOL expiration -5.26 % -19.88 % Tax credit 2.92 % 3.71 % Goodwill impairment 0.00 % 0.00 % Foreign rate differential 0.00 % 0.00 % Change in fair value of warrant liability 3.35 % 0.00 % Tax impact of convertible debenture -5.46 % 1.37 % Tax impact of divestiture -229.26 % 4.01 % True-up -10.65 % 2.24 % Change in valuation allowance 222.28 % -17.91 % Income taxes provision (benefit) 0.04 % -0.05 % |
SCHEDULE OF PROVISION FOR INCOME TAXES | Income tax expense for the year ended December 31, 2023 and 2022 consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAXES December 31, 2023 December 31, 2022 For the Years Ended December 31, 2023 December 31, 2022 Current U.S. Federal $ (10,000 ) $ — U.S. State 5,000 7,000 Total current provision (5,000 ) 7,000 Deferred Benefit U.S. Federal 23,128,000 (236,000 ) U.S. State 4,697,000 (2,252,000 ) Total deferred benefit 27,825,000 (2,488,000 ) Change in valuation allowance (27,825,000 ) 2,488,000 Total provision (benefit) for income taxes $ (5,000 ) $ 7,000 |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The components of deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss $ 8,644,000 $ 32,587,000 Research and development credits 4,970,000 7,857,000 Accrued expenses 68,000 1,020,000 Patent — — Stock compensation 3,004,000 3,069,000 Research and development expenses 1,102,000 1,196,000 Fixed assets — 280,000 Total deferred income tax assets 17,788,000 46,009,000 Deferred tax liabilities: Intangible assets — (13,000 ) Right-of-use asset — (382,000 ) Total deferred income tax liabilities — (395,000 ) Net deferred income tax assets 17,788,000 45,614,000 Valuation allowance (17,788,000 ) (45,614,000 ) Deferred tax asset, net of allowance $ — $ — |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES (Details Narrative) - USD ($) | 12 Months Ended | ||||
May 26, 2022 | Apr. 29, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Warrants to purchase common stock | 219,101 | ||||
Warrants exercise price | $ 40.70 | ||||
Reverse stock split | These warrants were subsequently exercised on September 13, 2022. | ||||
Impairment losses on construction-in-progress | $ 0 | $ 0 | |||
Goodwill impairment charges | $ 4,239,000 | ||||
Pre-funded Warrant [Member] | |||||
Warrants to purchase common stock | 331,464 | 331,464 | |||
Warrants exercise price | $ 0.001 | $ 0.001 | |||
Series B Preferred Stock [Member] | |||||
Stock issued during period shares acquisitions | 381,786 | ||||
NanoSynex Ltd [Member] | |||||
Stock issued during period shares acquisitions | 350,000 | 350,000 | |||
Voting interests acquired | 52.80% | ||||
NanoSynex Ltd [Member] | Series A-1 Preferred Stock [Member] | |||||
Stock issued during period shares acquisitions | 2,232,861 | 2,232,861 | |||
NanoSynex Ltd [Member] | Series B Preferred Stock [Member] | |||||
Stock issued during period, value, acquisitions | $ 600,000 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 3,165,985 | $ 401,803 | $ 3,165,985 |
Retained Earnings (Accumulated Deficit) | 103,385,172 | 116,802,384 | 103,385,172 |
Net Cash Provided by (Used in) Operating Activities | $ 10,304,263 | $ 13,247,541 | |
Proceeds from Convertible Debt | $ 3,000,000 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 566,011 | $ 1,329,034 |
Other prepaid expenses | 25,053 | 37,670 |
Receivable from sale of Qualigen, Inc. | ||
Prepaid research and development expenses | 173,900 | |
Prepaid expenses and other current assets | $ 764,964 | $ 1,366,704 |
SCHEDULE OF OTHER NON CURRENT A
SCHEDULE OF OTHER NON CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2023 | Jul. 20, 2023 |
Investments, All Other Investments [Abstract] | ||
Funds held in escrow | $ 450,000 | $ 450,000 |
Long-term research and development deposits | 416,481 | |
Other non-current assets | $ 866,481 |
SCHEDULE OF BALANCE SHEETS AND
SCHEDULE OF BALANCE SHEETS AND INCOME STATEMENT CLASSIFIED IN DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets of discontinued operations | $ 6,287,849 | |
Non-current assets of discontinued operations | 8,236,711 | |
Total assets of discontinued operations | 14,524,560 | |
Current liabilities of discontinued operations | 3,441,198 | |
Non-current liabilities of discontinued operations | 1,708,732 | |
Total liabilities of discontinued operations | 5,149,930 | |
(Loss) from discontinued operations | (683,008) | (7,140,181) |
Gain (loss) on disposal of discontinued operations | (602,232) | |
LOSS FROM DISCONTINUED OPERATIONS | (1,285,240) | (7,140,181) |
Parent Company [Member] | ||
Current assets of discontinued operations | 4,448,999 | |
Non-current assets of discontinued operations | 1,876,270 | |
Total assets of discontinued operations | 6,325,269 | |
Current liabilities of discontinued operations | 1,299,948 | |
Non-current liabilities of discontinued operations | 1,350,975 | |
Total liabilities of discontinued operations | 2,650,923 | |
(Loss) from discontinued operations | (171,701) | (2,142,763) |
Gain (loss) on disposal of discontinued operations | 3,876,778 | |
LOSS FROM DISCONTINUED OPERATIONS | 3,705,077 | (2,142,763) |
NanoSynex [Member] | ||
Current assets of discontinued operations | 1,838,850 | |
Non-current assets of discontinued operations | 6,360,441 | |
Total assets of discontinued operations | 8,199,291 | |
Current liabilities of discontinued operations | 2,141,250 | |
Non-current liabilities of discontinued operations | 357,757 | |
Total liabilities of discontinued operations | 2,499,007 | |
(Loss) from discontinued operations | (511,307) | (4,997,418) |
Gain (loss) on disposal of discontinued operations | (4,479,010) | |
LOSS FROM DISCONTINUED OPERATIONS | $ (4,990,317) | $ (4,997,418) |
ASSETS AND LIABILITIES CLASSIFI
ASSETS AND LIABILITIES CLASSIFIED IN DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total current assets of discontinued operations | $ 6,287,849 | |
Total non-current assets of discontinued operations | 8,236,711 | |
Total assets of discontinued operations of Qualigen, Inc. | 14,524,560 | |
Total current liabilities of discontinued operations | 3,441,198 | |
Total non-current liabilities of discontinued operations | 1,708,732 | |
Total liabilities of discontinued operations of Qualigen, Inc. | 5,149,930 | |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS BEFORE DISPOSAL | (683,008) | (7,140,181) |
Fair value of consideration received | 5,489,337 | |
Working capital adjustment | 235,402 | |
Total assets of discontinued operations of NanoSynex | (4,225,562) | |
Total liabilities of discontinued operations of NanoSynex | 3,005,407 | |
Transaction expenses | (627,806) | |
Gain on sale of Qualigen, Inc. | 3,876,778 | |
(BENEFIT) PROVISION FOR INCOME TAXES | 602,232 | |
LOSS FROM DISCONTINUED OPERATIONS | (1,285,240) | (7,140,181) |
Loss attributable to noncontrolling interest | (343,038) | (2,394,100) |
NanoSynex [Member] | ||
Cash | 1,621,967 | |
Accounts receivable, net | 26,499 | |
Prepaid expenses and other current assets | 190,384 | |
Total current assets of discontinued operations | 1,838,850 | |
Property and equipment, net | 29,149 | |
Intangible assets, net | 5,700,000 | |
Total non-current assets of discontinued operations | 6,360,441 | |
Accounts payable | 1,273 | |
Accrued expenses and other current liabilities | 293,571 | |
Total current liabilities of discontinued operations | 2,141,250 | |
Total non-current liabilities of discontinued operations | 357,757 | |
Deferred tax liability | 357,757 | |
Research and development | 869,064 | 1,105,040 |
Total expenses | 869,064 | 5,269,040 |
NET LOSS ATTRIBUTABLE TO STOCKHOLDERS | (4,647,279) | (2,603,318) |
Total assets of discontinued operations of NanoSynex | 8,199,291 | |
Total liabilities of discontinued operations of NanoSynex | 2,499,007 | |
Restricted cash | 5,690 | |
Goodwill | 625,602 | |
Accrued vacation | 115,002 | |
R&D grant liability | 780,682 | |
Short term debt-related party | 950,722 | |
Goodwill and fixed asset impairment | 4,164,000 | |
Loss on disposal of discontinued operations | 4,479,010 | |
(BENEFIT) PROVISION FOR INCOME TAXES | (357,757) | (271,622) |
LOSS FROM DISCONTINUED OPERATIONS | (4,990,317) | (4,997,418) |
Loss attributable to noncontrolling interest | (343,038) | (2,394,100) |
Fair value of Nan-Synex interest retained | ||
Net assets deconsolidated | (2,768,403) | |
Non-controlling interest share | 1,235,443 | |
Accumulated OCI attributable to NanoSynex | 131,891 | |
Forgiveness of debt | (3,077,941) | |
Loss from deconsolidation of NanoSynex | (4,479,010) | |
Parent [Member] | ||
Cash | 2,246,482 | |
Accounts receivable, net | 512,088 | |
Inventory, net | 1,586,297 | |
Prepaid expenses and other current assets | 104,132 | |
Total current assets of discontinued operations | 4,448,999 | |
Right-of-use assets | 1,422,538 | |
Property and equipment, net | 289,696 | |
Intangible assets, net | 145,702 | |
Other assets | 18,334 | |
Total non-current assets of discontinued operations | 1,876,270 | |
Total assets of discontinued operations of Qualigen, Inc. | 6,325,269 | |
Accounts payable | 236,470 | |
Accrued vacation | 187,906 | |
Accrued expenses and other current liabilities | 518,766 | |
Deferred revenue, current portion | 116,161 | |
Operating lease liability, current portion | 240,645 | |
Total current liabilities of discontinued operations | 1,299,948 | |
Total non-current liabilities of discontinued operations | 1,301,919 | |
Deferred tax liability | 49,056 | |
Total non-current liabilities of discontinued operations | 1,350,975 | |
Total liabilities of discontinued operations of Qualigen, Inc. | 2,650,923 | |
Net product sales | 3,661,121 | 4,983,556 |
Total revenues | 3,661,121 | 4,983,556 |
Cost of product sales | 2,551,114 | 4,302,755 |
General and administrative | 610,559 | 561,047 |
Research and development | 206,819 | 1,245,973 |
Sales and marketing | 405,626 | 950,420 |
Goodwill and fixed asset impairment | 75,000 | |
Total expenses | 3,774,118 | 7,135,195 |
Loss on disposal of equipment held for lease | 63,302 | |
Interest (income) expense, net | (7,751) | |
Other expense (income), net | (4,898) | (1,125) |
Loss on fixed asset disposal | 300 | |
Total other expense (income), net | 58,704 | (8,876) |
INCOME (LOSS) FROM DISCONTINUED OPERATIONS BEFORE DISPOSAL | (171,701) | (2,142,763) |
Gain on sale of Qualigen, Inc., net of tax | 3,876,778 | |
NET LOSS ATTRIBUTABLE TO STOCKHOLDERS | $ 3,705,077 | $ (2,142,763) |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | |||||
Jul. 20, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | Nov. 30, 2023 | Dec. 31, 2022 | May 26, 2022 | |
Cash | $ 401,803 | $ 3,165,985 | ||||
Purchase price | $ 4,900,000 | |||||
Escrow deposit | $ 450,000 | 450,000 | ||||
Gain upward upon final payment of transaction cost | 17,000 | |||||
Aggregrate amount | $ 1,400,000 | |||||
NanoSynex Ltd [Member] | ||||||
Business acquisition, percentage of voting interests acquired | 52.80% | |||||
NanoSynex Ltd [Member] | Maximum [Member] | ||||||
Business acquisition, percentage of voting interests acquired | 49.97% | |||||
NanoSynex Ltd [Member] | Minimum [Member] | ||||||
Business acquisition, percentage of voting interests acquired | 39.90% | |||||
Series B Preferred Stock [Member] | NanoSynex Ltd [Member] | Maximum [Member] | ||||||
Business acquisition, percentage of voting interests acquired | 52.80% | |||||
Series B Preferred Stock [Member] | NanoSynex Ltd [Member] | Minimum [Member] | ||||||
Business acquisition, percentage of voting interests acquired | 49.97% | |||||
Amendment and Settlement Agreement [Member] | ||||||
Aggregrate amount | $ 3,000,000 | |||||
Amendment and Settlement Agreement [Member] | Series B Preferred Stock [Member] | ||||||
Number of shares surrender | 281,000 | |||||
Chembio diagnostics [Member] | ||||||
Cash | $ 5,400,000 | |||||
NanoSynex Ltd [Member] | Amendment and Settlement Agreement [Member] | ||||||
Aggregrate amount | $ 560,000 | |||||
NanoSynex Ltd [Member] | Amendment and Settlement Agreement [Member] | Subsequent Event [Member] | ||||||
Aggregrate amount | $ 670,000 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Board compensation | $ 129,499 | $ 70,000 |
Interest (Convertible debt) | 10,004 | 2,829 |
License fees | 32,975 | 150,130 |
Payroll | 1,215 | 1,247 |
Professional fees | 121,775 | 136,203 |
Research and development | 104,402 | 329,412 |
Vacation | 151,286 | 165,040 |
Other | 8,850 | 9,698 |
Accrued expenses and other current liabilities | $ 560,006 | $ 864,559 |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - Series C Warrants [Member] - Common Stock Warrants [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares, Warrants Outstanding Beginning | 3,849,571 | 248,162 | |
Weighted Average Exercise Price Per Share Warrants Outstanding Beginning | $ 1.53 | $ 7.20 | |
Range of Exercise Price, Beginning | $ 7.20 | ||
Weighted-Average Remaining Life (Years) Outstanding | 5 months 26 days | 3 years 10 months 24 days | 2 years |
Number of Shares, Warrants Exercised | (536) | ||
Weighted Average Exercise Price Per Share Warrants Exercised | $ 7.20 | ||
Number of Shares, Warrants Forfeited | (2,751,976) | (247,625) | |
Weighted Average Exercise Price Per Share Warrants Forfeited | $ 1.53 | $ 7.20 | |
Number of Shares, Warrants Expired | (1,097,595) | ||
Weighted Average Exercise Price Per Share Warrants Expired | $ 1.32 | ||
Range of Exercise Price, Expired | $ 1.32 | ||
Number of Shares, Warrants Granted | 455,623 | 3,849,570 | |
Weighted Average Exercise Price Per Share Warrants Granted | $ 0.73 | $ 1.53 | |
Range of Exercise Price, Granted | $ 0.73 | ||
Weighted-Average Remaining Life (Years) Outstanding | 5 months 26 days | ||
Number of Shares, Warrants Outstanding Ending | 455,623 | 3,849,571 | 248,162 |
Weighted Average Exercise Price Per Share Warrants Outstanding Ending | $ 0.73 | $ 1.53 | $ 7.20 |
Range of Exercise Ending | $ 0.73 | $ 7.20 | |
Number of Shares, Warrants Exercisable | 455,623 | 1,349,571 | |
Weighted Average Exercise Price Per Share Exercisable | $ 0.73 | $ 1.32 | |
Range of Exercise Price, Exercisable | $ 0.73 | $ 1.32 | |
Weighted-Average Remaining Life (Years) Exercisable | 5 months 26 days | 1 year | |
Minimum [Member] | |||
Range of Exercise Price, Beginning | $ 1.32 | ||
Range of Exercise Ending | $ 1.32 | ||
Maximum [Member] | |||
Range of Exercise Price, Beginning | $ 1.65 | ||
Range of Exercise Ending | $ 1.65 |
SCHEDULE OF FAIR VALUE HIERARCH
SCHEDULE OF FAIR VALUE HIERARCHY FOR WARRANT LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Platform Operator, Crypto-Asset [Line Items] | ||
Fair value for warrant liabilities | $ 3,622,647 | |
Common Stock Warrant liabilities, Exercises | $ 858 | |
Common Stock Warrant liabilities, Fair value of warrant liabilities to equity | (1,626,694) | |
Common Stock Warrant liabilities, Loss on debt extinguishment | 94,116 | |
Change in fair value of warrant liabilities | (2,035,469) | |
Fair value for warrant liabilities | 54,600 | 3,622,647 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Fair value for warrant liabilities | ||
Common Stock Warrant liabilities, Exercises | ||
Common Stock Warrant liabilities, Fair value of warrant liabilities to equity | ||
Common Stock Warrant liabilities, Loss on debt extinguishment | ||
Change in fair value of warrant liabilities | ||
Fair value for warrant liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Fair value for warrant liabilities | ||
Common Stock Warrant liabilities, Exercises | ||
Common Stock Warrant liabilities, Fair value of warrant liabilities to equity | ||
Common Stock Warrant liabilities, Loss on debt extinguishment | ||
Change in fair value of warrant liabilities | ||
Fair value for warrant liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Fair value for warrant liabilities | 3,622,647 | |
Common Stock Warrant liabilities, Exercises | ||
Common Stock Warrant liabilities, Fair value of warrant liabilities to equity | (1,626,694) | |
Common Stock Warrant liabilities, Loss on debt extinguishment | 94,116 | |
Change in fair value of warrant liabilities | (2,035,469) | |
Fair value for warrant liabilities | $ 54,600 | $ 3,622,647 |
SCHEDULE OF ASSUMPTIONS OF WARR
SCHEDULE OF ASSUMPTIONS OF WARRANT LIABILITIES (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentages | 5.13 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentages | 3.906 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentages | 4.628 | |
Measurement Input, Risk Free Interest Rate [Member] | Weighted Average [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentages | 4.15 | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentages | 68.9 | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentages | 88 | |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentages | 103 | |
Measurement Input, Price Volatility [Member] | Weighted Average [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentages | 98 | |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, term | 5 months 26 days | |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, term | 10 months 24 days | |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, term | 5 years 5 months 23 days | |
Measurement Input, Expected Term [Member] | Weighted Average [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, term | 3 years 10 months 24 days | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentages | 0 | 0 |
Measurement Input, Expected Dividend Rate [Member] | Weighted Average [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value assumptions, measurement input, percentages | 0 |
WARRANT LIABILITIES (Details Na
WARRANT LIABILITIES (Details Narrative) - $ / shares | 1 Months Ended | |||||||
Dec. 05, 2023 | Jan. 12, 2023 | Dec. 22, 2022 | May 26, 2022 | Apr. 25, 2022 | Dec. 31, 2023 | Oct. 31, 2023 | Dec. 31, 2020 | |
Warrant exercise price | $ 40.70 | |||||||
Warrants forfeited | 247,625 | |||||||
Warrants reissued | 346,896 | |||||||
Alpha Capital [Member] | ||||||||
Warrant exercise price | $ 0.73 | |||||||
Warrants issued | 841,726 | 309,665 | 309,665 | |||||
Maximum [Member] | Alpha Capital [Member] | Securities Purchase Agreement [Member] | ||||||||
Warrant exercise price | $ 1.65 | |||||||
Conversion price | 1.32 | |||||||
Minimum [Member] | Alpha Capital [Member] | Securities Purchase Agreement [Member] | ||||||||
Warrant exercise price | 0.73 | |||||||
Conversion price | $ 0.73 | |||||||
Series C Warrants [Member] | ||||||||
Warrants and rights outstanding term | 5 months 26 days | |||||||
Series C Warrants [Member] | Alpha Capital [Member] | Securities Purchase Agreement [Member] | ||||||||
Warrants issued | 203,652 | |||||||
Warrants outstanding | 455,623 | |||||||
Warrants exercisable | 455,623 | |||||||
Series C Warrants [Member] | Maximum [Member] | ||||||||
Warrant exercise price | 5.136 | $ 6 | $ 7.195 | |||||
Series C Warrants [Member] | Minimum [Member] | ||||||||
Warrant exercise price | $ 1.32 | $ 5.136 | $ 6 | |||||
Series C Warrants [Member] | ||||||||
Warrant exercise price | $ 7.195 | |||||||
Warrants issued | 1,002,717 | 49,952 | 49,318 | |||||
Series C Warrants [Member] | Alpha Capital [Member] | ||||||||
Warrant exercise price | $ 1.65 | |||||||
Warrants issued | 2,500,000 | |||||||
Conversion price percentage | 125% |
SCHEDULE OF SENIOR SECURED CONV
SCHEDULE OF SENIOR SECURED CONVERTIBLE DEBT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Discount on convertible debenture | $ (100,000) | |
Total convertible debt-related party | 1,299,216 | $ 60,197 |
Senior Secured Convertible Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Senior convertible debenture | 1,418,922 | 3,300,000 |
Discount on convertible debenture | (119,706) | (3,239,803) |
Total convertible debt-related party | $ 1,299,216 | $ 60,197 |
CONVERTIBLE DEBT- RELATED PAR_3
CONVERTIBLE DEBT- RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 08, 2023 | Dec. 05, 2023 | Oct. 03, 2023 | Sep. 01, 2023 | May 26, 2023 | Jan. 12, 2023 | Dec. 22, 2022 | May 26, 2022 | Apr. 25, 2022 | Dec. 31, 2023 | Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 20, 2023 | Dec. 30, 2022 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | ||||||||||||||||
Purchase Price | $ 4,900,000 | |||||||||||||||
Exercise price of warrant | $ 40.70 | |||||||||||||||
Debenture accrues interest rate | 8% | |||||||||||||||
Shares of Common stock, issued | 5,362,128 | 5,362,128 | 4,210,737 | |||||||||||||
Fair value of warrant liability | $ 696 | $ (2,035,469) | $ (906,345) | |||||||||||||
Debenture principal balance | $ 1,400,000 | 1,400,000 | ||||||||||||||
Extinguishment loss | (625,653) | |||||||||||||||
Debt conversion of convertible debt | 1,100,000 | |||||||||||||||
Accrued interest | 1,500,000 | |||||||||||||||
Redemption amount in cash | 550,000 | |||||||||||||||
Redemption amounts in common stock | 220,000 | |||||||||||||||
Debt discount | 100,000 | 100,000 | ||||||||||||||
Derivative fair value of warrants | $ 0 | 0 | ||||||||||||||
Convertible Debt [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Extinguishment loss | $ 600,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
October payment in shares | 841,726 | |||||||||||||||
October Payment [Member] | Common Stock [Member] | Alpha Capital [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
October payment in shares | 181,070 | 128,595 | ||||||||||||||
Alpha Capital [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Shares of Common stock, issued | 5,157,087 | |||||||||||||||
Resale of common stock shares | 3,958,537 | |||||||||||||||
Series C Warrants [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Exercise price of warrant | $ 7.195 | $ 7.195 | ||||||||||||||
Number of shares issued | 1,002,717 | 49,952 | 49,318 | |||||||||||||
Senior Convertible Debenture [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Redeemable debt | $ 110,000 | |||||||||||||||
Conversion rate | 85% | |||||||||||||||
Principal amount percentage | 105% | |||||||||||||||
Debenture beneficial ownership blocker percentage | 9.99% | |||||||||||||||
Alpha Capital [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Conversion price | $ 1.32 | |||||||||||||||
Exercise price of warrant | $ 0.73 | |||||||||||||||
Number of shares issued | 841,726 | 309,665 | 309,665 | |||||||||||||
Debenture principal balance | $ 1,111,078 | |||||||||||||||
Debt conversion of convertible debt | $ 1,100,000 | |||||||||||||||
Weighted price per share | $ 0.71 | $ 0.71 | $ 0.71 | |||||||||||||
Extinguishment loss | $ 34,315 | $ 34,315 | ||||||||||||||
Alpha Capital [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Fair value of warrant liability | $ 90,000 | |||||||||||||||
Extinguishment loss | $ 600,000 | |||||||||||||||
Conversion price | $ 1.65 | |||||||||||||||
Conversion price | $ 0.73 | |||||||||||||||
Warrant liability to equity | $ 1,600,000 | |||||||||||||||
Debt instrument fair value | $ 1,400,000 | |||||||||||||||
Alpha Capital [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Conversion price | $ 1.32 | |||||||||||||||
Exercise price of warrant | 1.65 | |||||||||||||||
Alpha Capital [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Conversion price | 0.73 | |||||||||||||||
Exercise price of warrant | $ 0.73 | |||||||||||||||
Alpha Capital [Member] | Series C Warrants [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Warrant to purchase shares | 2,500,000 | |||||||||||||||
Exercise price of warrant | $ 1.65 | |||||||||||||||
Conversion price percentage | 125% | |||||||||||||||
Alpha Capital [Member] | Senior Convertible Debenture [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Senior convertible debenture rate | 8% | |||||||||||||||
Principal amount | $ 3,300,000 | $ 1,418,922 | $ 1,418,922 | |||||||||||||
Purchase Price | $ 3,000,000 | |||||||||||||||
Maturity date | Dec. 22, 2025 | |||||||||||||||
Conversion price | $ 1.32 | $ 0.73 | $ 0.73 | |||||||||||||
Alpha Capital Other Third Parties [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt discount | $ 300,000 | |||||||||||||||
Fair value of warrant liability | 2,800,000 | |||||||||||||||
Fair value of embedded derivative features | $ 0 | 0 | ||||||||||||||
Fees and costs paid | $ 100,000 |
SCHEDULE OF DILUTIVE SECURITIES
SCHEDULE OF DILUTIVE SECURITIES EXCLUDED FROM DILUTED NET LOSS PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss used for basic earnings per share | $ (13,417,212) | $ (18,640,543) |
Basic weighted-average common shares outstanding | 5,072,709 | 3,840,340 |
Dilutive potential shares issuable from convertible debt, stock options and warrants | ||
Diluted weighted-average common shares outstanding | 5,072,709 | 3,840,340 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Apr. 05, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation paid | $ 96,558 |
RESEARCH AND LICENSE AGREEMEN_2
RESEARCH AND LICENSE AGREEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 47 Months Ended | |||||||
Jul. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2022 | Nov. 30, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 30, 2022 | |
Research and development expense | $ 5,209,250 | $ 4,486,120 | ||||||||
Proceeds from convertible debt | $ 3,000,000 | |||||||||
License Agreement [Member] | ||||||||||
Reimbursement of patent | $ 160,000 | |||||||||
License costs | 128,000 | 338,000 | ||||||||
License Agreement [Member] | University of Louisville Research Foundation [Member] | ||||||||||
Upfront license fee | $ 24,000 | |||||||||
License Agreement [Member] | University of Louisville Research Foundation [Member] | Minimum [Member] | ||||||||||
Research and development expense | $ 430,000 | $ 250,000 | ||||||||
Master Laboratory Services Agreement [Member] | MLM Medical Labs [Member] | ||||||||||
Research and development expense | $ 7,600,000 | |||||||||
Sponsored Research and License Agreement [Member] | ||||||||||
License costs | 23,000 | 94,000 | ||||||||
Research and development expense | 0 | 164,000 | ||||||||
Sponsored Research and License Agreement [Member] | University of Louisville Research Foundation [Member] | ||||||||||
Reimbursement of research expenses | $ 693,000 | 2,900,000 | ||||||||
Agreement term payment, description | In July 2020, the Company entered into an exclusive license agreement with ULRF for RAS interaction inhibitor drug candidates. Under the agreement, the Company took over development, regulatory approval and commercialization of the candidates from ULRF and is responsible for maintenance of the related intellectual property portfolio. In return, ULRF received approximately $112,000 for an upfront license fee and reimbursement of prior patent costs. In addition, the Company has agreed to pay ULRF (i) royalties, on patent-covered net sales associated with the commercialization, of 4% (on net sales up to a cumulative $250,000,000) or 5% (on net sales above a cumulative $250,000,000), until expiration of the licensed patent, and 2.5% (on net sales for any sales not covered by Licensed Patents), (ii) 30% to 50% of any non-royalty sublicensee income received (50% for sublicenses granted in the first two years of the ULRF license agreement, 40% for sublicenses granted in the third or fourth years of the ULRF license agreement, and 30% for sublicenses granted in the fifth year of the ULRF license agreement or thereafter), (iii) reimbursements for ongoing costs associated with the preparation, filing, prosecution and maintenance of licensed patents, incurred prior to July 2020, and (iv) payments ranging from $50,000 to $5,000,000 upon the achievement of certain regulatory and commercial milestones. | |||||||||
Marketing approval expenses | $ 300,000 | |||||||||
Revenue | 500,000,000 | $ 500,000,000 | ||||||||
Sponsored Research and License Agreement [Member] | University of Louisville Research Foundation [Member] | Minimum [Member] | ||||||||||
Upfront license fee | 20,000 | |||||||||
Sponsored Research and License Agreement [Member] | University of Louisville Research Foundation [Member] | Maximum [Member] | ||||||||||
Upfront license fee | 100,000 | |||||||||
License and Sponsored Research Agreements [Member] | University of Louisville Research Foundation [Member] | ||||||||||
Reimbursement of research expenses | $ 805,000 | |||||||||
Agreement term payment, description | In addition, the Company agreed to pay ULRF (i) royalties, on patent-covered net sales associated with the commercialization of anti-nucleolin agent-conjugated nanoparticles, of 4% (on net sales up to a cumulative $250,000,000) or 5% (on net sales above a cumulative $250,000,000), until expiration of the last to expire of the licensed patents, (ii) 30% to 50% of any non-royalty sublicensee income received (50% for sublicenses granted in the first two years of the ULRF license agreement, 40% for sublicenses granted in the third or fourth years of the ULRF license agreement, and 30% for sublicenses granted in the fifth year of the ULRF license agreement or thereafter), (iii) reimbursements for ongoing costs associated with the preparation, filing, prosecution and maintenance of licensed patents, incurred prior to June 2018, and (iv) payments ranging from $100,000 to $5,000,000 upon the achievement of certain regulatory and commercial milestones. | |||||||||
Marketing approval expenses | $ 500,000 | |||||||||
Proceeds from convertible debt | 50,000 | |||||||||
Patent costs | 200,000 | |||||||||
License and Sponsored Research Agreements [Member] | University of Louisville Research Foundation [Member] | Licensed Product Sales [Member] | ||||||||||
Cumulative sales | 5,000,000 | 5,000,000 | ||||||||
Regulatory marketing approval, expenses | 500,000 | |||||||||
License and Sponsored Research Agreements [Member] | University of Louisville Research Foundation [Member] | Minimum [Member] | ||||||||||
Milestone payment | 50,000 | 100,000 | ||||||||
Shortfall payments | 10,000 | |||||||||
License and Sponsored Research Agreements [Member] | University of Louisville Research Foundation [Member] | Maximum [Member] | ||||||||||
Milestone payment | 5,000,000 | 5,000,000 | ||||||||
Shortfall payments | 50,000 | |||||||||
Sponsored Research Agreements And License [Member] | ||||||||||
License costs | 133,000 | 40,000 | ||||||||
Research and development expense | $ 743,000 | $ 758,000 | ||||||||
Upfront Payment [Member] | License Agreement [Member] | ||||||||||
Reimbursement of patent | $ 150,000 | |||||||||
Phase 1 Clinical Trial [Member] | License and Sponsored Research Agreements [Member] | University of Louisville Research Foundation [Member] | ||||||||||
Milestone payment | 50,000 | 100,000 | ||||||||
Phase 2 Clinical Trial [Member] | License and Sponsored Research Agreements [Member] | University of Louisville Research Foundation [Member] | ||||||||||
Milestone payment | 100,000 | 200,000 | ||||||||
Phase 3 Clinical Trial [Member] | License and Sponsored Research Agreements [Member] | University of Louisville Research Foundation [Member] | ||||||||||
Milestone payment | $ 150,000 | $ 350,000 |
SCHEDULE OF RESERVED SHARES (De
SCHEDULE OF RESERVED SHARES (Details) | Dec. 31, 2023 shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 5,781,161 |
Equity Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 755,715 |
Conversion Of Convertible Debt [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 1,943,729 |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total | 3,081,717 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Weighted- Average Remaining Contractual Life (in Years), Outstanding at Ending | 1 year 1 month 2 days | ||
Employees and Non-employee Service Provider [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Number of shares, options outstanding, beginning | 608,012 | 484,186 | |
Range of Exercise price, Options Outstanding | $ 35.02 | $ 60.70 | |
Weighted- Average Remaining Contractual Life (in Years), Outstanding at Ending | 7 years 21 days | 8 years 1 month 2 days | 8 years 6 months 7 days |
Number of shares, options granted | 134,469 | ||
Weighted average exercise price, options granted | $ 5.24 | ||
Number of shares, options expired | (9,379) | ||
Weighted average exercise price, options expired | $ 932.75 | ||
Number of shares, options forfeited | (209,088) | (1,264) | |
Weighted average exercise price, options forfeited | $ 34.71 | $ 22.64 | |
Number of Shares, Options Outstanding at Ending | 398,924 | 608,012 | 484,186 |
Range of Exercise price, Options Outstanding | $ 35.21 | $ 35.02 | $ 60.70 |
Number of shares, options exercisable (vested) | 320,918 | 288,704 | |
Range of exercise price, options exercisable (vested) | $ 41.97 | $ 46.32 | |
Weighted- Average Remaining Contractual Life (in Years), Options Exercisable (vested) | 6 years 9 months 7 days | 7 years 7 months 2 days | |
Number of shares, options non-exercisable (non-vested) | 78,006 | 319,308 | |
Weighted average exercise price, options non-exercisable (non-vested) | $ 7.36 | $ 24.80 | |
Weighted- Average Remaining Contractual Life (in Years), Options Non-exercisable (non-vested) | 8 years 4 months 9 days | 8 years 7 months 2 days | |
Weighted- Average Remaining Contractual Life (in Years), Options Granted | 5 years 11 months 26 days | ||
Employees and Non-employee Service Provider [Member] | Minimum [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Range of Exercise price, Options Outstanding | $ 5.14 | $ 12.40 | |
Range of Exercise price, Options Forfeited | 5.14 | 5.14 | |
Range of Exercise price, Options Outstanding | 5.14 | 5.14 | 12.40 |
Range of exercise price, options exercisable (vested) | 5.14 | 12.40 | |
Range of exercise price, options non-exercisable (non-vested) | 5.14 | 5.14 | |
Range of Exercise price, Options Outstanding | 5.14 | ||
Range of Exercise price, Options Outstanding | 57.50 | ||
Employees and Non-employee Service Provider [Member] | Maximum [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Range of Exercise price, Options Outstanding | 51.30 | 14,657.50 | |
Range of Exercise price, Options Forfeited | 51.30 | 49.70 | |
Range of Exercise price, Options Outstanding | 51.30 | 51.30 | $ 14,657.50 |
Range of exercise price, options exercisable (vested) | 51.30 | 51.30 | |
Range of exercise price, options non-exercisable (non-vested) | $ 32.90 | 10.50 | |
Range of Exercise price, Options Outstanding | 10.50 | ||
Range of Exercise price, Options Outstanding | $ 14,657.50 |
SCHEDULE OF ASSUMPTION USED IN
SCHEDULE OF ASSUMPTION USED IN BLACK-SCHOLES OPTION-PRICING METHOD (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Expected dividend yield | 0% |
Expected stock-price volatility | 103% |
Expected average term of options (in years) | 5 years 11 months 26 days |
Minimum [Member] | |
Risk-free interest rate, minimum | 1.58% |
Stock price | $ 5.14 |
Maximum [Member] | |
Risk-free interest rate, minimum | 3.77% |
Stock price | $ 10.50 |
SCHEDULE OF SHARE-BASED COMPENS
SCHEDULE OF SHARE-BASED COMPENSATION EXPENSE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total | $ 1,098,533 | $ 5,484,044 |
General and Administrative Expense [Member] | ||
Total | 939,228 | 4,649,649 |
Research and Development Expense [Member] | ||
Total | $ 159,305 | $ 834,395 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Non Compensatory Warrant Activity [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of Shares, Warrants Outstanding Beginning | 547,003 | 554,914 | |
Weighted Average Exercise Price Per Share Warrants Outstanding Beginning | $ 19.76 | $ 20.10 | |
Weighted average remaining life (Years) exercisable | 3 months 29 days | 1 year 3 months 25 days | |
Number of shares, warrants granted | 331,464 | ||
Weighted average exercise price, warrants granted | $ 0.01 | ||
Number of Shares, Warrants Exercised | 331,464 | ||
Weighted average exercise price, warrants exercised | $ 0.01 | ||
Number of Shares, Warrants Expired | (539,953) | (7,911) | |
Weighted average exercise price, warrants expired | $ 20 | $ 37.78 | |
Number of Shares, Warrants Forfeited | |||
Weighted average exercise price, warrants forfeited | |||
Number of Shares, Warrants Outstanding Ending | 2,507,050 | 547,003 | 554,914 |
Weighted Average Exercise Price Per Share Warrants Outstanding Ending | $ 0.73 | $ 19.76 | $ 20.10 |
Number of Shares, Warrants Exercisable | 2,507,050 | 547,003 | |
Weighted average exercise price, exercisable | $ 0.73 | $ 19.76 | |
Range of exercise price - Exercisable | $ 0.73 | ||
Weighted average remaining life (Years) exercisable | 4 years 5 months 19 days | 3 months 29 days | |
Number of shares legal ritter warrants | |||
Weighted average exercise price, legal ritter warrants | |||
Number of shares, warrants reclassification of Alpha warrant from warrant liabilities to equity | 2,500,000 | ||
Weighted Average exercise price, reclassification of Alpha warrant from warrant liabilities to equity | $ 0.73 | ||
Range of exercise price, reclassification of Alpha warrant from warrant liabilities to equity | $ 0.73 | ||
Number of Shares, Warrants Exercised | (331,464) | ||
Range of exercise price, expired | $ 20 | ||
Number of Shares, Warrants Exercisable | |||
Weighted average exercise price, exercisable | |||
Range of exercise price, granted | 0.01 | ||
Range of exercise price, exercised | 0.01 | ||
Range of exercise price, expired | 37.78 | ||
Range of exercise price, forfeited | 0 | ||
Minimum [Member] | Non Compensatory Warrant Activity [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Range of exercise price | 1.32 | 11.10 | |
Range of exercise price | 1.32 | 11.10 | |
Range of exercise price - Exercisable | 1.32 | ||
Maximum [Member] | Non Compensatory Warrant Activity [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Range of exercise price | $ 20 | 37.78 | |
Range of exercise price | 20 | $ 37.78 | |
Range of exercise price - Exercisable | $ 20 | ||
Compensatory Warrant Activity [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of Shares, Warrants Outstanding Beginning | 179,046 | 179,046 | |
Weighted Average Exercise Price Per Share Warrants Outstanding Beginning | $ 9.12 | $ 15.20 | |
Weighted average remaining life (Years) exercisable | 1 year 3 months | 1 year 8 months 23 days | 2 years 7 months 20 days |
Number of shares, warrants granted | |||
Weighted average exercise price, warrants granted | |||
Number of Shares, Warrants Exercised | |||
Weighted average exercise price, warrants exercised | |||
Number of Shares, Warrants Expired | (60,000) | ||
Weighted average exercise price, warrants expired | $ 6 | ||
Range of exercise price, expired | $ 6 | ||
Number of Shares, Warrants Forfeited | |||
Weighted average exercise price, warrants forfeited | |||
Number of Shares, Warrants Outstanding Ending | 119,046 | 179,046 | 179,046 |
Weighted Average Exercise Price Per Share Warrants Outstanding Ending | $ 10.69 | $ 9.12 | $ 15.20 |
Number of Shares, Warrants Exercisable | 119,046 | 179,046 | |
Weighted average exercise price, exercisable | $ 10.69 | $ 9.12 | |
Weighted average remaining life (Years) exercisable | 1 year 3 months | 1 year 8 months 23 days | |
Number of shares, warrants non-exercisable | |||
Weighted Average Exercise Price Per Share Non-Exercisable | |||
Range of Exercise Price, Non-Exercisable | |||
Number of Shares, Warrants Exercised | |||
Compensatory Warrant Activity [Member] | Minimum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Range of exercise price | $ 1.32 | $ 11.10 | |
Range of exercise price | 0.73 | 1.32 | 11.10 |
Range of exercise price - Exercisable | 0.73 | 1.32 | |
Compensatory Warrant Activity [Member] | Maximum [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Range of exercise price | 25.40 | 25.40 | |
Range of exercise price | 25.40 | 25.40 | $ 25.40 |
Range of exercise price - Exercisable | $ 25.40 | $ 25.40 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||
Dec. 05, 2023 | May 26, 2023 | Dec. 22, 2022 | Apr. 25, 2022 | Nov. 29, 2021 | May 26, 2022 | Dec. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | May 31, 2022 | Aug. 31, 2020 | Jul. 31, 2020 | May 31, 2020 | Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Plan shares available | 5,781,161 | |||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||
Compensation cost | $ 1,098,533 | $ 4,765,276 | ||||||||||||
Cost is expected to be recognized over a weighted average period | 1 year 1 month 2 days | |||||||||||||
Purchase of warrants | 219,101 | |||||||||||||
Warrant exercise price | $ 40.70 | |||||||||||||
Fair value adjustment of warrants | $ 696 | $ (2,035,469) | (906,345) | |||||||||||
Compensation cost | 1,098,533 | 5,484,044 | ||||||||||||
NanoSynex [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Purchase of warrants | 7,048 | |||||||||||||
Warrant exercise price | $ 1.32 | $ 11.10 | $ 5.136 | |||||||||||
Fair value adjustment of warrants | $ 891 | $ 2,533 | ||||||||||||
Modified to exercise price | $ 6 | |||||||||||||
Alpha Capital [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrant exercise price | $ 0.73 | |||||||||||||
Alpha Capital [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Fair value adjustment of warrants | $ 90,000 | |||||||||||||
Minimum [Member] | Alpha Capital [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrant exercise price | $ 0.73 | |||||||||||||
Conversion price | 0.73 | |||||||||||||
Maximum [Member] | Alpha Capital [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrant exercise price | 1.65 | |||||||||||||
Conversion price | $ 1.32 | |||||||||||||
General and Administrative Expense [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Compensation cost | 939,228 | 4,649,649 | ||||||||||||
Warrant [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Purchase of warrants | 67,620 | 67,620 | 67,620 | 67,620 | ||||||||||
Warrant exercise price | $ 6 | |||||||||||||
Purchase of warrants | 60,000 | |||||||||||||
Reverse stock split, price per share | $ 13.20 | |||||||||||||
Warrants extended date description | June 3, 2023 to September 14, 2023 | |||||||||||||
Fair value adjustment of warrants | $ 7,945 | $ 8,548 | ||||||||||||
Warrants expired date | Sep. 14, 2023 | |||||||||||||
Unrecognized compensation cost related to nonvested | 0 | 0 | ||||||||||||
Warrant [Member] | Minimum [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrant exercise price | $ 1.32 | $ 5.136 | $ 11.10 | $ 11.10 | ||||||||||
Warrant [Member] | Maximum [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrant exercise price | $ 0.73 | $ 1.32 | $ 5.136 | $ 5.136 | ||||||||||
Warrant [Member] | General and Administrative Expense [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Fair value adjustment of warrants | $ 67,370 | |||||||||||||
Additional Paid-in Capital [Member] | Warrant [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Fair value adjustment of warrants | $ 31,010 | |||||||||||||
Compensatory Warrant Activity [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Compensation cost | $ 7,945 | $ 67,370 | ||||||||||||
Equity Option [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Plan shares available | 755,715 | |||||||||||||
Stock options granted | 0 | 0 | ||||||||||||
Stock options exercised | 0 | 0 | ||||||||||||
Stock option granted exercise price | $ 3.96 | |||||||||||||
Equity Option [Member] | 2020 Stock Incentive Plan [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Plan shares available | 356,778 | 147,690 | ||||||||||||
Options outstanding | 398,924 | 608,012 | ||||||||||||
Stock options description | The exercise price for an option issued under the 2020 Plan is determined by the Board of Directors, but will be (i) in the case of an incentive stock option (A) granted to an employee who, at the time of grant of such option, is a 10% stockholder, no less than 110% of the fair market value per share on the date of grant; or (B) granted to any other employee, no less than 100% of the fair market value per share on the date of grant; and (ii) in the case of a non-statutory stock option, no less than 100% of the fair market value per share on the date of grant. | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Compensation cost | $ 1,100,000 | $ 5,400,000 | ||||||||||||
Compensatory Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Issuance or sale of equity | $ 4,000,000 | |||||||||||||
Purchase of warrants | 81,143 | 66,802 | ||||||||||||
Warrant exercise price | $ 11.10 | $ 23.40 | ||||||||||||
Noncompensatory Equity Classified Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Purchase of warrants | 27,048 | 331,464 | 192,068 | 27,048 | ||||||||||
Warrant exercise price | $ 20 | $ 0.01 | $ 52.50 | $ 11.10 | ||||||||||
Fair value adjustment of warrants | $ 2,300,000 | |||||||||||||
Warrants exercised | 20,000 | |||||||||||||
Number of outstanding warrants to purchase, shares | 539,951 | |||||||||||||
Noncompensatory Equity Classified Warrants [Member] | Alpha Capital [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Purchase of warrants | 100,000 | 78,019 | ||||||||||||
Warrant exercise price | $ 0.10 | $ 0.01 | ||||||||||||
Noncompensatory Equity Classified Warrants [Member] | Warrant [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrant exercise price | $ 11.10 | |||||||||||||
Noncompensatory Equity Classified Warrants [Member] | Warrant [Member] | Alpha Capital [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Purchase of warrants | 128,783 | |||||||||||||
Warrant exercise price | $ 60 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 22, 2022 | May 26, 2022 | Apr. 29, 2022 | Dec. 31, 2023 | Jul. 20, 2023 | Jan. 12, 2023 | Dec. 31, 2020 |
Purchase Price | $ 4,900,000 | ||||||
Warrants exercise price | $ 40.70 | ||||||
Warrants to purchase common stock | 219,101 | ||||||
Pre-funded Warrant [Member] | |||||||
Warrants exercise price | $ 0.001 | $ 0.001 | |||||
Warrants to purchase common stock | 331,464 | 331,464 | |||||
NanoSynex Ltd [Member] | |||||||
Number of common stock acquired shares | 350,000 | 350,000 | |||||
Series C Warrants [Member] | |||||||
Warrants exercise price | $ 7.195 | ||||||
Series A-1 Preferred Stock [Member] | NanoSynex Ltd [Member] | |||||||
Number of common stock acquired shares | 2,232,861 | 2,232,861 | |||||
Alpha Capital [Member] | |||||||
Conversion price | $ 1.32 | ||||||
Warrants exercise price | $ 0.73 | ||||||
Alpha Capital [Member] | Series C Warrants [Member] | |||||||
Warrant to purchase shares | 2,500,000 | ||||||
Warrants exercise price | $ 1.65 | ||||||
Alpha Capital [Member] | Senior Convertible Debenture [Member] | |||||||
Senior convertible debenture rate | 8% | ||||||
Principal amount | $ 3,300,000 | $ 1,418,922 | |||||
Purchase Price | $ 3,000,000 | ||||||
Conversion price | $ 1.32 | $ 0.73 |
SCHEDULE OF DOMESTIC AND FOREIG
SCHEDULE OF DOMESTIC AND FOREIGN COMPONENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (12,479,803) | $ (13,887,914) |
Foreign | ||
Loss before provision for income taxes | $ (12,479,803) | $ (13,887,914) |
SCHEDULE OF RECONCILIATIONS OF
SCHEDULE OF RECONCILIATIONS OF STATUTORY INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 1.76% | 7.50% |
Non-deductible expenses | (0.64%) | (2.09%) |
NOL expiration | (5.26%) | (19.88%) |
Tax credit | 2.92% | 3.71% |
Goodwill impairment | 0% | 0% |
Foreign rate differential | 0% | 0% |
Change in fair value of warrant liability | 3.35% | 0% |
Tax impact of convertible debenture | (5.46%) | 1.37% |
Tax impact of divestiture | (229.26%) | 4.01% |
True-up | (10.65%) | 2.24% |
Change in valuation allowance | 222.28% | (17.91%) |
Income taxes provision (benefit) | 0.04% | (0.05%) |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal | $ (10,000) | |
U.S. State | 5,000 | 7,000 |
Total current provision | (5,000) | 7,000 |
U.S. Federal | 23,128,000 | (236,000) |
U.S. State | 4,697,000 | (2,252,000) |
Total deferred benefit | 27,825,000 | (2,488,000) |
Change in valuation allowance | (27,825,000) | 2,488,000 |
Total provision (benefit) for income taxes | $ (4,793) | $ 6,548 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 8,644,000 | $ 32,587,000 |
Research and development credits | 4,970,000 | 7,857,000 |
Accrued expenses | 68,000 | 1,020,000 |
Patent | ||
Stock compensation | 3,004,000 | 3,069,000 |
Research and development expenses | 1,102,000 | 1,196,000 |
Fixed assets | 280,000 | |
Total deferred income tax assets | 17,788,000 | 46,009,000 |
Intangible assets | (13,000) | |
Right-of-use asset | (382,000) | |
Total deferred income tax liabilities | (395,000) | |
Net deferred income tax assets | 17,788,000 | 45,614,000 |
Valuation allowance | (17,788,000) | (45,614,000) |
Deferred tax asset, net of allowance |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
U.S. federal operating loss carryforwards | $ 15,942,000 | |
State operating loss carryforwards | $ 78,693,000 | |
Tax credit carryforward, limitations on use | The research and development credit carryforwards began to expire in 2020 for federal tax purposes and have an indefinite life for state tax purposes | |
Unrecognized tax benefits | $ 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development credit carryforwards | 3,560,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development credit carryforwards | $ 1,410,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 26, 2024 | Dec. 31, 2023 | Jan. 12, 2023 | Dec. 22, 2022 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||
Principal amount | $ 1,400,000 | ||||
Interest rate | 8% | ||||
Warrant exercise price | $ 40.70 | ||||
Alpha Capital [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 1,111,078 | ||||
Conversion price | $ 1.32 | ||||
Warrant exercise price | $ 0.73 | ||||
Alpha Capital [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member] | 2024 Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrant exercise price | $ 0.26 | ||||
Warrant to purchase shares | 900,016 | ||||
Purchase of shares increase decrease | 1,800,032 | ||||
Alpha Capital [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member] | 2024 Debenture [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 550,000 | ||||
Maturity date | Dec. 31, 2024 | ||||
Conversion price | $ 0.6111 | ||||
Interest rate | 8% | ||||
Principal amount increase decrease | $ 1,100,000 | ||||
Alpha Capital [Member] | Securities Purchase Agreement [Member] | 2024 Debenture And Warrant [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash purchase price | 500,000 | ||||
Reimbursement expenses | 25,000 | ||||
Additional cash proceeds | $ 1,000,000 |