Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 10, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Silo Pharma, Inc. | |
Trading Symbol | SILO | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 3,158,797 | |
Amendment Flag | false | |
Entity Central Index Key | 0001514183 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41512 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-3046338 | |
Entity Address, Address Line One | 560 Sylvan Avenue | |
Entity Address, Address Line Two | Suite 3160 | |
Entity Address, City or Town | Englewood Cliffs | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07632 | |
City Area Code | (718) | |
Local Phone Number | 400,9031 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 4,666,007 | $ 11,367,034 |
Short-term investments, at fair value | 6,013,578 | |
Equity investments, at fair value | 3,508 | 3,118 |
Prepaid expenses and other current assets | 204,348 | 135,894 |
Note receivable, including interest receivable of $7,193 and $6,010 at March 31, 2023 and December 31, 2022 | 67,193 | 66,010 |
Total Current Assets | 10,954,634 | 11,572,056 |
Prepaid expenses and other assets - non-current | 69,361 | 70,821 |
Total Assets | 11,023,995 | 11,642,877 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable and accrued expenses | 660,279 | 364,216 |
Deferred revenue - current portion | 72,102 | 72,102 |
Total Current Liabilities | 732,381 | 436,318 |
Deferred revenue - long-term portion | 847,757 | 865,782 |
Total Long Term Liabilities | 847,757 | 865,782 |
Total Liabilities | 1,580,138 | 1,302,100 |
Commitments and Contingencies (see Note 8) | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized: | ||
Series C convertible preferred stock, $0.0001 par value, 4,280 shares designated; No shares issued and outstanding at March 31, 2023 and December 31, 2022 ($1,000 per share liquidation value) | ||
Common stock, $0.0001 par value, 500,000,000 shares authorized; 3,158,797 shares issued and outstanding at March 31, 2023 and December 31, 2022 | 316 | 316 |
Additional paid-in capital | 17,515,826 | 17,511,589 |
Accumulated other comprehensive income | 5,239 | |
Accumulated deficit | (8,077,524) | (7,171,128) |
Total Stockholders’ Equity | 9,443,857 | 10,340,777 |
Total Liabilities and Stockholders’ Equity | $ 11,023,995 | $ 11,642,877 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Interest receivable non-current (in Dollars) | $ 7,193 | $ 6,010 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 3,158,797 | 3,158,797 |
Common stock, shares outstanding | 3,158,797 | 3,158,797 |
Series C Convertible Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,280 | 4,280 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, liquidation value price (in Dollars per share) | $ 1,000 | $ 1,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
LICENSE FEE REVENUES: | $ 18,026 | $ 18,026 |
COST OF REVENUES | 1,460 | 1,460 |
GROSS PROFIT | 16,566 | 16,566 |
OPERATING EXPENSES: | ||
Compensation expense | 162,257 | 127,181 |
Professional fees | 365,270 | 196,248 |
Research and development | 202,913 | 170,279 |
Insurance expense | 24,645 | 33,292 |
Bad debt recovery | (20,000) | |
Selling, general and administrative expenses | 64,966 | 36,825 |
Total operating expenses | 820,051 | 543,825 |
LOSS FROM CONTINUING OPERATIONS | (803,485) | (527,259) |
OTHER INCOME (EXPENSE): | ||
Interest and dividend income, net | 64,388 | 415 |
Other income from equity shares earned for lock up agreement | 85,733 | |
Interest expense | (1,655) | |
Penalty expense | (166,034) | |
Net unrealized gain (loss) on equity investments | 390 | (161,798) |
Total other expense | (102,911) | (75,650) |
Provision for income taxes | (906,396) | (602,909) |
LOSS FROM CONTINUING OPERATIONS | (906,396) | (602,909) |
Loss from discontinued operations, net of tax | (1,163) | |
LOSS FROM DISCONTINUED OPERATIONS | (1,163) | |
NET LOSS | (906,396) | (604,072) |
Net loss | (906,396) | (604,072) |
Unrealized gain on short-term investments | 5,239 | |
Comprehensive loss | $ (901,157) | $ (604,072) |
NET LOSS PER COMMON SHARE: | ||
Continuing operations - basic (in Dollars per share) | $ (0.29) | $ (0.31) |
Discontinued operations - basic (in Dollars per share) | $ 0 | $ 0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and diluted (in Shares) | 3,158,797 | 1,972,739 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Continuing operations - diluted (in Dollars per share) | $ (0.29) | $ (0.31) |
Discontinued operations - diluted (in Dollars per share) | $ 0 | $ 0 |
Diluted (in Shares) (in Shares) | 3,158,797 | 1,972,739 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Series C Preferred Stock | Common Stock | Additional Paid In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Balance at Dec. 31, 2021 | $ 197 | $ 12,324,646 | $ (3,262,577) | $ 9,062,266 | ||
Balance (in Shares) at Dec. 31, 2021 | 227 | 1,972,739 | ||||
Stock-based compensation expense | 45,009 | 45,009 | ||||
Stock-based compensation expense (in Shares) | ||||||
Common stock issued for conversion of Series C preferred stock | $ 2 | (2) | ||||
Common stock issued for conversion of Series C preferred stock (in Shares) | (227) | 15,167 | ||||
Net loss | (604,072) | (604,072) | ||||
Balance at Mar. 31, 2022 | $ 199 | 12,369,653 | (3,866,649) | 8,503,203 | ||
Balance (in Shares) at Mar. 31, 2022 | 1,987,906 | |||||
Balance at Dec. 31, 2022 | $ 316 | 17,511,589 | (7,171,128) | 10,340,777 | ||
Balance (in Shares) at Dec. 31, 2022 | 3,158,797 | |||||
Stock-based compensation expense | 4,237 | 4,237 | ||||
Unrealized gain on short-term investments | 5,239 | 5,239 | ||||
Net loss | (906,396) | (906,396) | ||||
Balance at Mar. 31, 2023 | $ 316 | $ 17,515,826 | $ (8,077,524) | $ 5,239 | $ 9,443,857 | |
Balance (in Shares) at Mar. 31, 2023 | 3,158,797 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (906,396) | $ (604,072) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Bad debt recovery | (20,000) | |
Stock-based compensation and professional fees | 4,237 | 45,009 |
Amortization of prepaid stock-based professional fees | 33,775 | |
Net unrealized (gain) loss on equity investments | (390) | 161,798 |
Equity shares earned for lock up agreement | (85,733) | |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (100,769) | (69,667) |
Interest receivable | (1,183) | (1,184) |
Accounts payable and accrued expenses | 296,063 | (262,130) |
Insurance payable | 64,839 | |
Deferred revenue | (18,025) | (18,025) |
NET CASH USED IN OPERATING ACTIVITIES | (692,688) | (789,165) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of short-term investments | (6,008,339) | |
Collection on note receivable | 20,000 | |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (6,008,339) | 20,000 |
NET DECREASE IN CASH AND CASH EQUIVALENTS: | (6,701,027) | (769,165) |
CASH AND CASH EQUIVALENTS – beginning of the period | 11,367,034 | 9,837,001 |
CASH AND CASH EQUIVALENTS – end of the period | 4,666,007 | 9,067,836 |
Cash paid during the period for: | ||
Interest | 167,689 | |
Income taxes | ||
Non-cash investing and financing activities: | ||
Common stock issued for conversion of Series C preferred stock | $ 76 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization and Business [Abstract] | |
ORGANIZATION AND BUSINESS | NOTE 1 – ORGANIZATION AND BUSINESS Silo Pharma, Inc. (formerly Uppercut Brands, Inc.) (the “Company”) was incorporated in the State of New York on July 13, 2010, under the name Gold Swap, Inc. On January 24, 2013, the Company changed its state of incorporation from New York to Delaware. The Company is a developmental stage biopharmaceutical company focused on merging traditional therapeutics with psychedelic research. The Company seeks to acquire and/or develop intellectual property or technology rights from leading universities and researchers to treat rare diseases, including the use of psychedelic drugs, such as psilocybin, and the potential benefits they may have in certain cases involving depression, mental health issues and neurological disorders. The Company is focused on merging traditional therapeutics with psychedelic research for people suffering from indications such as depression, post-traumatic stress disorder (“PTSD”), Alzheimer’s, Parkinson’s, and other rare neurological disorders. The Company’s mission is to identify assets to license and fund the research which the Company believes will be transformative to the well-being of patients and the health care industry. The Company was engaged in the development of a streetwear apparel brand, NFID (see below). On May 21, 2019, the Company filed an amendment to its Certificate of Incorporation with the State of Delaware to change its name from Point Capital, Inc. to Uppercut Brands, Inc. Thereafter, on September 24, 2020, the Company filed an amendment to its Certificate of Incorporation with the State of Delaware to change its name from Uppercut Brands, Inc. to Silo Pharma, Inc. On April 8, 2020, the Company incorporated a new wholly-owned subsidiary, Silo Pharma Inc., in the State of Florida. The Company has also secured the domain name www.silopharma.com. The Company has been exploring opportunities to expand the Company’s business by seeking to acquire and/or develop intellectual property or technology rights from leading universities and researchers to treat rare diseases, including the use of psychedelic drugs, such as psilocybin, and the potential benefits they may have in certain cases involving depression, mental health issues and neurological disorders. In July 2020, through the Company’s newly formed subsidiary, the Company entered into a commercial evaluation license and option agreement with University of Maryland, Baltimore (“UMB”) (see Note 8) pursuant to which, among other things, UMB granted the Company an exclusive, option to negotiate and obtain an exclusive, sublicensable, royalty-bearing license to certain technology. The option was extended and exercised on January 13, 2021. On February 12, 2021, the Company entered into a Master License Agreement with UMB (see Note 8). The Company plans to actively pursue the acquisition and/or development of intellectual property or technology rights to treat rare diseases, and to ultimately expand the Company’s business to focus on this new line of business. On September 30, 2021, the Company entered into and closed on an Asset Purchase Agreement (the “Asset Purchase Agreement) with NFID, LLC, a Florida limited liability company (the “Buyer”), whereby the Buyer purchased from the Company certain assets, properties, and rights in connection with the Company’s NFID trademark name, logos, domain, and apparel clothing and accessories for a purchase price of $60,000 in the form of a promissory note amounting to $60,000. The promissory note bears 8% interest per annum and matures on October 1, 2023. Accordingly, the results of operations of this component, for all periods presented, are separately reported as “discontinued operations” on the accompanying unaudited consolidated statements of operations and comprehensive loss (see Note 4). On September 14, 2022, the Company filed a Certificate of Amendment to the Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-50 reverse stock split (the “Reverse Stock Split”) with respect to the outstanding shares of the Company’s common stock. The Certificate of Amendment became effective on September 14, 2022. The Reverse Stock Split was previously approved by the sole director and the majority of stockholders of the Company. The Reverse Stock Split was deemed effective at the open of business on September 15, 2022. All share and per share data in the consolidated financial statements have been retroactively adjusted to reflect the effect of the reverse stock split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the instructions to Form 10-Q, and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for financial information. The Company’s consolidated financial statements include financial statements for Silo Pharma, Inc. and its inactive wholly-owned subsidiary with the same name as the parent entity, Silo Pharma, Inc. All intercompany transactions and balances have been eliminated in consolidation. Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring and non-recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. These unaudited consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 24, 2023. In accordance with, Accounting Standard Codification (“ASC”) 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the NFID, LLC component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations. Liquidity As reflected in the accompanying unaudited consolidated financial statements, the Company generated a net loss of $906,396 and used cash in operations of $692,688 during the three months ended March 31, 2023. Additionally, the Company has an accumulated deficit of $8,077,524 on March 31, 2023. As of March 31, 2023, the Company had working capital of $10,222,253. The positive working capital serves to mitigate the conditions that historically raised substantial doubt about the Company’s ability to continue as a going concern. The Company believes that the Company has sufficient cash and liquid short-term investments to meet its obligations for a minimum of twelve months from the date of this filing. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from estimates. Significant estimates during the three months ended March 31, 2023 and 2022 include the collectability of notes receivable, the percentage of completion of research and development projects, valuation of equity investments, valuation allowances for deferred tax assets, the fair value of warrants issued with debt and for services, and the fair value of shares and stock options issued for services. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 or by the Securities Investor Protection Corporation up to $250,000. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. On March 31, 2023 and December 31, 2022, the Company had cash in excess of FDIC limits of approximately $4,163,000 and $10,868,000, respectively. During the three months ended March 31, 2023, the Company began transferring funds to other high quality financial institutions to mitigate its risk to ensure that its exposure is limited or reduced to the FDIC protection limits. In connection with the early termination of a certificate of deposit, the Company paid a penalty of $166,034, which is reflected on the accompanying unaudited consolidated statement of operations and comprehensive loss. Any material loss that we may experience in the future could have an adverse effect on our ability to pay our operational expenses or make other payments. Short-Term Investments The Company’s portfolio of short-term investments consists of marketable debt securities which are comprised solely of that are all highly rated U.S. government securities with maturities of more than three months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income and as a component of the consolidated statements of comprehensive loss. Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the consolidated statements of operations and comprehensive loss. An impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary declines in fair value below the cost basis each quarter, or whenever events or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security, such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. The Company recorded $5,239 of unrealized gains as a component of other comprehensive loss for the three months ended March 31, 2023. The Company did not recognize any unrealized gains or losses on short-term investments for the three months ended March 31, 2022. Equity Investments, at Fair Value Realized gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company’s carrying value and the net proceeds received from such disposition. Realized gains and losses on investment transactions are determined by specific identification. Net unrealized appreciation or depreciation is computed as the difference between the fair value of the investment and the cost basis of such investment. Net unrealized gains or losses for equity investments are recognized in operations as the difference between the carrying value at the beginning of the period and the fair value at the end of the period. Note Receivable The Company recognizes an allowance for losses on notes receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current note receivable aging, and expected future write-offs, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized as general and administrative expense. Prepaid Expenses Prepaid expenses and other current assets of $204,348 and $135,894 on March 31, 2023 and December 31, 2022, respectively, consist primarily of costs paid for future services which will occur within a year. On March 31, 2023 and December 31, 2022, prepaid expenses and other assets – non-current amounted to $69,361 and $70,821, respectively. Prepaid expenses may include prepayments in cash and equity instruments for consulting, research and development, public relations and business advisory services, and legal fees which are being amortized over the terms of their respective agreements, which may exceed a year of service. Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company records interest and dividend income on an accrual basis to the extent that the Company expects to collect such amounts. For the license and royalty income, revenue is recognized when the Company satisfies the performance obligation based on the related license agreement. Payments received from the licensee that are related to future periods are recorded as deferred revenue to be recognized as revenues over the term of the related license agreement (see Note 8). Product sales were recognized when the NFID products were shipped to the customer and title was transferred and were recorded net of any discounts or allowances which are separately reported as “discontinued operations” on the consolidated statements of operations. Cost of Revenues The primary components of cost of revenues on license fees included the cost of the license fees. Payments made to the licensor that are related to future periods are recorded as prepaid expense to be amortized over the term of the related license agreement (see Note 8). Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under Accounting Standards Update (“ASU”) 2016-09 Improvements to Employee Share-Based Payment. Income Taxes Deferred income tax assets and liabilities arise from temporary differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company follows the provisions of Financial Accounting Standards Board (“FASB”) ASC 740-10, “Uncertainty in Income Taxes”. Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. The Company does not believe it has any uncertain tax positions as of March 31, 2023 and December 31, 2022 that would require either recognition or disclosure in the accompanying consolidated financial statements. Research and Development In accordance with ASC 730-10, “Research and Development-Overall,” Leases Leases are accounted for using ASU 2016-02, “ Leases (Topic 842)” Net Loss per Common Share Basic loss per share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period using the as-if converted method. Potentially dilutive securities which include stock options and stock warrants are excluded from the computation of diluted shares outstanding if they would have an anti-dilutive impact on the Company’s net losses. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive for the three months ended March 31, 2023 and 2022: March 31, March 31, Stock options 28,849 28,849 Warrants 404,580 347,080 433,429 375,929 Recent Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2020-06 during the first quarter of 2022 and the adoption did not have material impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s consolidated financial statements. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value of Financial Instruments and Fair Value Measurements [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | NOTE 3 – FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Fair Value Measurements and Fair Value of Financial Instruments FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on March 31, 2023 and December 31, 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying value of certain financial instruments, including cash and cash equivalents, prepaid expenses and other current assets, notes receivable, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table represents the Company’s fair value hierarchy of its financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022. March 31, 2023 December 31, 2022 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Short-term investments $ 6,013,578 $ - $ - $ - $ - $ - Equity investments $ 3,508 $ - $ - $ 3,118 $ - $ - The Company’s short-term investments and equity investments are level 1 measurements and are based on redemption value at each date. Short-Term Investments – Debt Securities, at Fair Value The following table summarizes activity in the Company’s short-term investments, at fair value for the periods presented: March 31, March 31, Balance, beginning of period $ - $ - Additions 6,008,339 - Unrealized gain 5,239 - Balance, end of period $ 6,013,578 $ - Equity Investments, at Fair Value The following table summarizes activity in the Company’s equity investments, at fair value for the periods presented: March 31, March 31, Balance, beginning of period $ 3,118 $ 419,995 Additions - 85,733 Unrealized gain (loss) 390 (161,798 ) Balance, end of period $ 3,508 $ 343,930 On March 31, 2023 and December 31, 2022, equity instruments, at fair value consisted of 1,559 shares of common equity securities of one entity, Home Bistro, Inc. During the three months ended March 31, 2022, the Company received 1,559 shares of Home Bistro, Inc. common stock with grant date fair value of $85,733 or $54.99 per share, in exchange for entering into a lock up and leak out agreement which was recorded as other income from equity shares earned for services in the accompanying unaudited consolidated statement of operations and comprehensive loss. The Company measures equity securities received for services at fair value on the date of receipt. Equity investments are carried at fair value with unrealized gains or losses which are recorded as net unrealized gain (loss) on equity investments in the accompanying unaudited consolidated statement of operations and comprehensive loss. Realized gains and losses are determined on a specific identification basis which is recorded as net realized gain (loss) on equity investments in the unaudited consolidated statement of operations and comprehensive loss. The Company reviews equity investments, at fair value for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. |
Disposal of the Discontinued Op
Disposal of the Discontinued Operations of the NFID Business | 3 Months Ended |
Mar. 31, 2023 | |
Disposal of the Discontinued Operations of the NFID Business [Abstract] | |
DISPOSAL OF THE DISCONTINUED OPERATIONS OF THE NFID BUSINESS | NOTE 4 – DISPOSAL OF THE DISCONTINUED OPERATIONS OF THE NFID BUSINESS On September 30, 2021, the Company entered into and closed on an Asset Purchase Agreement (see Note 1) with NFID, LLC, an unrelated party, a Florida limited liability company, whereby the Company sold certain assets, properties, and rights in connection with its NFID trademark name, logos, domain, and apparel clothing and accessories for a purchase price of $60,000 in the form of a promissory note amounting to $60,000. The promissory note bears 8% interest per annum and matures on October 1, 2023. As of March 31, 2023, the Note had a principal balance of $60,000 and accrued interest receivable of $7,193 for a total outstanding receivable balance of $67,193. As of December 31, 2022, the Note had a principal balance of $60,000 and accrued interest receivable of $6,010 for a total outstanding receivable balance of $66,010. ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the results of operations of this component, for all periods, are separately reported as “discontinued operations” on the unaudited consolidated statements of operations. The summarized operating result of discontinued operations of the NFID Business included in the Company’s consolidated statements of operations for the three months ended March 31, 2023 and 2022 is as follows: For the Three Month Ended March 31, 2023 2022 Product sales, net $ - $ - Cost of sales - 1,079 Gross profit (loss) - (1,079 ) Total operating and other non-operating expenses - (84 ) Gain from sale of NFID business - - Loss from discontinued operations $ - $ (1,163 ) |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Notes Receivable [Abstract] | |
NOTES RECEIVABLE | NOTE 5 – NOTE RECEIVABLE On March 31, 2023 and December 31, 2022, note receivable consisted of the following: December 31, December 31, Principal amount of note receivable $ 60,000 $ 60,000 Accrued interest receivable 7,193 6,160 Note receivable – current $ 67,193 $ 66,160 On September 30, 2021, the Company executed a note receivable agreement with NFID, LLC in connection with an Asset Purchase Agreement (see Note 4). The promissory note bears 8% interest per annum and matures on October 1, 2023. The outstanding principal and accrued interest shall be due and payable on maturity. As of March 31, 2023, this note receivable had outstanding principal receivable of $60,000 and accrued interest receivable of $7,193 for a total receivable balance of $67,193 which is reflected in the accompanying consolidated balance sheet as note receivable – current. As of December 31, 2022, this note receivable had outstanding principal receivable of $60,000 and accrued interest receivable of $6,010 for a total receivable balance of $66,010 which is reflected in the accompanying consolidated balance sheet as note receivable – current. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY Shares Authorized The Company has 505,000,000 shares authorized which consist of 500,000,000 shares of common stock and 5,000,000 shares of preferred stock. Preferred stock In April 2013, the Company designated 1,000,000 shares of preferred stock as Series A Convertible Preferred Stock and in November 2019, the Company designated 2,000 shares of preferred stock as Series B Convertible Preferred Stock. As of March 31, 2023 and December 31, 2022, there were no Series C Convertible Preferred Stock On February 9, 2021, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Certificate of Designations”) with the Delaware Secretary of State, designating 4,280 shares of preferred stock as Series C Convertible preferred stock. ● Designation ● Dividends . ● Liquidation ● Voting Rights ● Conversion ● Forced Conversion ● Exercisability . Series C Convertible Preferred Stock Financing Conversion of Series C Convertible Preferred Stock into Common Stock On March 31, 2022, the Company notified holders of the remaining 227 shares of its Series C Convertible preferred stock of its election to force the conversion to its Series C Convertible preferred stock into shares of the Company’s common stock pursuant to the Certificate of Designations unless such conversion would cause the holder to exceed its beneficial ownership limitation pursuant to the Certificate of Designations. On March 31, 2022, the Company converted 227 Series C Convertible preferred stock into 15,167 shares of common stock. As of March 31, 2023 and December 31, 2022, there were no shares of Series C Convertible preferred stock issued and outstanding. Stock Repurchase Plan On January 26, 2023, the Company’s Board of Directors authorized a stock repurchase plan to repurchase up to $1.0 million of the Company’s issued and outstanding common stock, from time to time, with such program to be in place until December 31, 2023. Through March 31, 2023, no common shares have been repurchased. Stock Options On January 18, 2021, the Company’s board of directors (“Board”) approved the Silo Pharma, Inc. 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) to incentivize employees, officers, directors and consultants of the Company and its affiliates. 170,000 shares of common stock are reserved and available for issuance under the 2020 Plan, provided that certain exempt awards (as defined in the 2020 Plan), shall not count against such share limit. The 2020 Plan provides for the grant, from time to time, at the discretion of the Board or a committee thereof, of cash, stock options, including incentive stock options and nonqualified stock options, restricted stock, dividend equivalents, restricted stock units, stock appreciation units and other stock or cash-based awards. The 2020 Plan shall terminate on the tenth anniversary of the date of adoption by the Board. Subject to certain restrictions, the Board may amend or terminate the Plan at any time and for any reason. An amendment of the 2020 Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, rules or regulations. On March 10, 2021, the 2020 Plan was approved by the stockholders. On December 29, 2021 and effective January 1, 2022, the Board granted an aggregate of 6,849 incentive stock options under the 2020 Plan, to two non-employee board members, exercisable at $7.30 per share which expire on December 26, 2026 and vest on the first anniversary date of the grant date. These options were valued at $30,224 on the grant date using a Binomial Lattice option pricing model with the following assumptions: risk-free interest rate of 0.75%, expected dividend yield of 0%, expected term of 2 years using the simplified method and expected volatility of 115% based on historical volatility. The Company recorded the fair value of the unvested stock options, in the amount of $30,224, as deferred compensation which is being amortized over the vesting period. On January 27, 2022, pursuant to an Employment Agreement (see Note 8), an aggregate of 16,000 incentive stock options were issued under the 2020 Plan, to Dr. Kou, exercisable at $10.00 per share and expires on January 31, 2032. The stock options vest as follows: (i) 6,000 stock options upon issuance; (ii) 5,000 vests on October 31, 2022 and; (iii) 5,000 vests on October 31, 2023. The 16,000 stock options had a fair value of $94,915 which were valued at the grant date using a Binomial Lattice option pricing model with the following assumptions: risk-free interest rate of 1.18%, expected dividend yield of 0%, expected term of 2 years using the simplified method and expected volatility of 117% based on historical volatility. The Company recorded the fair value of the stock options, in the amount of $94,915, as deferred compensation which is being amortized over the vesting period. During the three months ended March 31, 2023 and 2022, the Company amortized $4,237 and $45,009 of the deferred compensation which was recorded as compensation expenses in the accompanying unaudited consolidated statement of operations and comprehensive loss. As of March 31, 2023, the deferred compensation related to these issuances had a balance of $9,888 and will be expensed over the next 7 months. As of December 31, 2022, the deferred compensation related to these issuances had a balance of $14,125. Stock option activities for the three months ended March 31, 2023 are summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2022 28,849 $ 7.28 6.31 $ 20,130 Granted - - - - Forfeited - - - - Balance Outstanding, March 31, 2023 28,849 $ 7.28 6.06 $ 12,570 Exercisable, March 31, 2023 23,849 $ 6.71 5.48 $ 12,570 Stock Warrants Warrant activities for the three months ended March 31, 2023 are summarized as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2022 404,580 $ 14.05 3.3 - Granted - - - - Balance Outstanding, March 31, 2023 404,580 $ 14.05 3.1 - Exercisable, March 31, 2023 404,580 $ 14.05 3.1 - |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2023 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 7 – CONCENTRATIONS Customer concentration For the three months ended March 31, 2023 and 2022, one licensee accounted for 100% total revenues from customer license fee. Vendor concentrations For the three months ended March 31, 2023 and 2022, one licensor accounted for 100% of the Company’s vendor license agreements (see below) related to the Company’s biopharmaceutical operation. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES Employment Agreements Eric Weisblum On April 17, 2020, the Company entered into an employment agreement (“Employment Agreement”) with Eric Weisblum to serve as Chief Executive Officer and Chief Financial Officer of the Company. The term of the Employment Agreement will continue for a period of one year from the date of execution date thereof and automatically renews for successive one-year periods at the end of each term until either party delivers written notice of their intent not to renew at least six months prior to the expiration of the then effective term. The Employment Agreement provided for a base salary of $120,000 and 152,619 vested shares of the Company’s common stock in April 2020. In addition, Mr. Weisblum shall be eligible to earn a bonus, subject to the sole discretion of the Company’s Board of Directors (“Board”). The Employment Agreement may be terminated by either the Company or Mr. Weisblum at any time and for any reason upon 60 days prior written notice. Upon termination of the Employment Agreement, Mr. Weisblum shall be entitled to (i) any equity award that has vested prior to the termination date, (ii) reimbursement of expenses incurred on or prior to such termination date and (iii) such employee benefits to which he may be entitled as of the termination date (collectively, the “Accrued Amounts”). Mr. Weisblum employment may also be terminated by the Company at any time, with cause, death or disability (as defined in the Employment Agreement). Upon the termination of the Employment Agreement for death or disability, Mr. Weisblum shall be entitled to receive the Accrued Amounts. The Employment Agreement also contains covenants prohibiting Mr. Weisblum from disclosing confidential information with respect to the Company. On January 18, 2021, the Company and Mr. Weisblum entered into the first amendment (the “Amendment”) to the Employment Agreement, effective as of January 1, 2021. Pursuant to the Amendment Mr. Weisblum’s base salary was increased from $120,000 per year to $180,000 per year and all the terms and provisions of the Employment Agreement shall remain in full force and effect. On October 12, 2022, the Company entered into a new employment agreement with Eric Weisblum (the “2022 Weisblum Employment Agreement”) pursuant to which Mr. Weisblum’s (i) base salary will be $350,000 per year, (ii) Mr. Weisblum will be paid a one-time signing bonus of $100,000, and (iii) Mr. Weisblum shall be entitled to receive an annual bonus of up to $350,000, subject to the sole discretion of the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), and upon the achievement of additional criteria established by the Compensation Committee from time to time (the “Annual Bonus”). In addition, pursuant to the 2022 Weisblum Employment Agreement, upon termination of Mr. Weisblum’s employment for death or Total Disability (as defined in the 2022 Weisblum Employment Agreement), in addition to any accrued but unpaid compensation and vacation pay through the date of his termination and any other benefits accrued to him under any Benefit Plans (as defined in the 2022 Weisblum Employment Agreement) outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such termination date (collectively, the “Weisblum Payments”), Mr. Weisblum shall also be entitled to the following severance benefits: (i) 24 months of his then base salary; (ii) if Mr. Weisblum elects continuation coverage for group health coverage pursuant to COBRA Rights (as defined in the 2022 Weisblum Employment Agreement), then for a period of 24 months following Mr. Weisblum’s termination he will be obligated to pay only the portion of the full COBRA Rights cost of the coverage equal to an active employee’s share of premiums (if any) for coverage for the respective plan year; and (iii) payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which Mr. Weisblum was a participant as of the date of his termination (together with the Weisblum Payments, the “Weisblum Severance”). Furthermore, pursuant to the 2022 Weisblum Employment Agreement, upon Mr. Weisblum’s termination (i) at his option (A) upon 90 days prior written notice to the Company or (B) for Good Reason (as defined in the 2022 Weisblum Employment Agreement), (ii) termination by the Company without Cause (as defined in the 2022 Weisblum Employment Agreement) or (iii) termination of Mr. Weisblum’s employment within 40 days of the consummation of a Change in Control Transaction (as defined in the Weisblum Employment Agreement), Mr. Weisblum shall receive the Weisblum Severance; provided, however, Mr. Weisblum shall be entitled to a pro-rated Annual Bonus of at least $200,000. In addition, any equity grants issued to Mr. Weisblum shall immediately vest upon termination of Mr. Weisblum’s employment by him for Good Reason or by the Company at its option upon 90 days prior written notice to Mr. Weisblum, without Cause. Daniel Ryweck On September 27, 2022, the Board appointed Daniel Ryweck as Chief Financial Officer of the Company. On September 28, 2022, the Company entered into an employment agreement (the “Ryweck Employment Agreement”) with Mr. Ryweck. Pursuant to the terms of the Ryweck Employment Agreement, Mr. Ryweck will (i) receive a base salary at an annual rate of $42,000 (the “Base Compensation”) payable in equal monthly installments, and (ii) be eligible to receive an annual discretionary bonus. The term of Mr. Ryweck’s engagement under the Ryweck Employment Agreement commenced on September 28, 2022 and continues until September 28, 2023, unless earlier terminated in accordance with the terms of the Ryweck Employment Agreement. The term of Mr. Ryweck’s Employment Agreement is automatically renewed for successive one-year periods until terminated by Mr. Ryweck or the Company. On October 12, 2022, the Company entered into an amendment to the Ryweck Employment Agreement by and between the Company and Daniel Ryweck dated September 27, 2022, pursuant to which Mr. Ryweck’s base salary was increased to $60,000 per year. Dr. James Kuo On January 27, 2022, the Company and Dr. James Kuo entered into an employment agreement (“Kuo Employment Agreement”) for Dr. Kuo to serve as the Vice President of Research & Development. The Kuo Employment Agreement shall be effective as of the date of the agreement and shall automatically renew for a period of one year at every anniversary of the effective date, with the same terms and conditions, unless either party provides written notice of its intention not to extend the term of the Kuo Employment Agreement at least thirty days prior to the applicable renewal date. Dr. Kuo shall be paid an annual base salary of $30,000. For each twelve-month period of his employment, Dr. Kuo shall be entitled to a bonus whereby amount and terms shall be in the sole and absolute discretion of the Board of Directors (“Board”) and shall be payable at the Company’s sole option in stock or in cash. In addition, an aggregate of 16,000 incentive stock options were granted under the 2020 Plan to Dr. Kou, exercisable at $10.00 per share and expires on January 31, 2032. The stock options vest as follows: (i) 6,000 stock options upon issuance; (ii) 5,000 vests on October 31, 2022 and; (iii) 5,000 vests on October 31, 2023. The 16,000 stock options had a fair value of $94,915 which valued at grant date using Binomial Lattice option pricing model with the following assumptions: risk-free interest rate of 1.18%, expected dividend yield of 0%, expected term of 2 years using the simplified method and expected volatility of 117% based on calculated volatility. The Company recorded the fair value of the stock options, in the amount of $94,915, as deferred compensation which is being amortized over the vesting period. During the three months ended March 31, 2023 and 2022, the Company amortized $4,237 and $9,416 of the deferred compensation which was recorded as compensation expenses in the consolidated statement of operations and comprehensive loss, respectively. As of March 31, 2023 and December 31, 2022, the deferred compensation had a balance of $9,888 and $14,125, respectively (see Note 6). License Agreements between the Company and Vendors University of Maryland, Baltimore - License Agreement for Development and Use of Central Nervous System-Homing Peptides Commercial Evaluation License and Option Agreement with the University of Maryland, Baltimore Effective as of July 15, 2020, the Company, through its wholly-owned subsidiary, Silo Pharma, Inc. (see Note 1) and University of Maryland, Baltimore (“UMB”) (collectively as “Parties”), entered into a commercial evaluation license and option agreement (“License Agreement”), granting the Company an exclusive, non-sublicensable, non-transferable license to with respect to the exploration of the potential use of central nervous system-homing peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology. The License Agreement also granted the Company an exclusive option to negotiate and obtain an exclusive, sublicensable, royalty-bearing license (“Exclusive Option”) with respect to the subject technology. The License Agreement had a term of six months from the effective date however if the Company exercises the Exclusive Option, the License Agreement shall expire at the end of the negotiation period (as defined in the License Agreement) or upon execution of a master license agreement, whichever occurs first. The Company exercised its Exclusive Option on January 13, 2021 and entered into a Master License Agreement on February 12, 2021. Both parties may terminate this agreement within thirty days by giving written notice.. University of Maryland, Baltimore - License Agreement for Development and Use of Joint-Homing Peptides Commercial Evaluation License and Option Agreement with the University of Maryland, Baltimore Effective as of February 26, 2021, the Company, through its wholly-subsidiary, Silo Pharma, Inc., and University of Maryland, Baltimore (“UMB”) (collectively as “Parties”), entered into a commercial evaluation license and option agreement (“License Agreement”), which granted the Company an exclusive, non-sublicensable, non-transferable license to with respect to the exploration of the potential use of joint-homing peptides for use in the investigation and treatment of arthritogenic processes. The License Agreement also granted the Company an exclusive option to negotiate and obtain an exclusive, sublicensable, royalty-bearing license (“Exclusive Option”) with respect to the subject technology. The License Agreement had a term of six months from the effective date. Both parties could have terminated the License Agreement within thirty days by giving a written notice. On July 6, 2021, the Company entered into a First Amendment Agreement (“First Amendment”) with UMB to extend the term of the original License Agreement by an additional six months such that the First Amendment was effective until February 25, 2022 however, if the Company exercises the Exclusive Option, the License Agreement shall expire at the end of the negotiation period (as defined in the License Agreement) or upon execution of a master license agreement, whichever occurs first. The Company paid a license fee of $10,000 to UMB in March 2021 pursuant to the License Agreement which was recorded in professional fees during the year ended December 31, 2021, since the Company could not conclude that such costs would be recoverable for this early-stage venture. On January 28, 2022, the Parties entered into a second amendment to the commercial evaluation and license agreement dated February 26, 2021 (“Second Amendment”). The Second Amendment extends the term of the original license agreement until December 31, 2022. However, if the Company exercises the Exclusive Option, the License Agreement shall expire at the end of the negotiation period (as defined in the License Agreement) or upon execution of a master license agreement, whichever occurs first. On June 22, 2022, the Parties entered into a third amendment to the commercial evaluation and license agreement dated February 26, 2021 (“Third Amendment”). The Third Amendment expands the scope of the license granted in the License Agreement to add additional patent rights with respect to an invention generally known as Peptide-Targeted Liposomal Delivery for Treatment Diagnosis, and Imaging of Diseases and Disorders Master License Agreement with the University of Maryland, Baltimore As disclosed above, effective as of February 12, 2021, the Company and University of Maryland, Baltimore (“UMB”), entered into the Master License Agreement (“Master License Agreement”) which grants the Company an exclusive, worldwide, sublicensable, royalty-bearing license to certain intellectual property: (i) to make, have made, use, sell, offer to sell, and import certain licensed products and: (ii) to use the invention titled, “Central nervous system-homing peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology” and UMB’s confidential information to develop and perform certain licensed processes for the therapeutic treatment of neuroinflammatory disease. The Master License Agreement will remain in effect on a Licensed Product-by-Licensed Product basis and country-by-country basis until the later of: (a) the last patent covered under the Master License Agreement expires, (b) the expiration of data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity, or other legally enforceable market exclusivity, if applicable, or (c) 10 years after the first commercial sale of a Licensed Product in that country, unless earlier terminated in accordance with the provisions of the Master License Agreement. The term of the Master License Agreement shall expire 15 years after the Master License Agreement Effective Date in which (a) there were never any patent rights, (b) there was never any data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity, or other legally enforceable market exclusivity or (c) there was never a first commercial sale of a Licensed Product. The Company may assign, sublicense, grant, or otherwise convey any rights or obligations under the Master License Agreement to a Company affiliate, without obtaining prior written consent from UMB provided that it meets the terms defined in the Master License Agreement. The Company may grant sublicenses of some or all of the rights granted by the Master License Agreement, provided that there is no uncured default or breach of any material term or condition under the Master License Agreement, by Company, at the time of the grant, and that the grant complies with the terms and conditions of the Master License Agreement. The Company shall be and shall remain responsible for the performance by each of the Company’s sublicensee. Any sublicense shall be consistent with and subject to the terms and conditions of the Master License Agreement and shall incorporate terms and conditions sufficient to enable Company to comply with the Master License Agreement. The Company or Company affiliates shall pay to UMB a percentage of all income received from its sublicensee as follows: (i) 25% of the Company’s sublicense income which is receivable with respect to any sublicense that is executed before the filing of an NDA (or foreign equivalent) for the first licensed product; and (b) 15% of the Company’s sublicense income which is receivable with respect to any sublicense that is executed after the filing of an NDA (or foreign equivalent) for the first licensed product. Pursuant to the Master License Agreement, the Company shall pay UMB; (i) a license fee, (ii) certain event-based milestone payments (see below for payment terms), (iii) royalty payments depending on net revenues (see below for payment terms), and (iv) a tiered percentage of sublicense income. The Company paid to UMB a license fee of $75,000, payable as follows: (a) $25,000 was due within 30 days following the effective date; and (b) $50,000 on or before the first anniversary of the effective date, which was paid in February 2022. The license fee is non-refundable and is not creditable against any other fee, royalty or payment. The Company shall be responsible for payment of all patent expenses in connection with preparing, filing, prosecution and maintenance of patents or patent applications relating to the patent rights. The Company paid $25,000 license fee on February 17, 2021 and $50,000 in February 2022 which was recorded as prepaid expense and is being amortized over the 15-year term. During the three months ended March 31, 2023 and 2022, the Company recognized license fees of $1,250 and $1,250, respectively, from the amortization of prepaid license fees. On March 31, 2023, prepaid expense and other current assets – current amounted $5,000 and prepaid expense – non-current amounts $59,375. On December 31, 2022, prepaid expense and other current assets – current amounted $5,000 and prepaid expense – non-current amounts $60,625 as reflected in the consolidated balance sheets. Milestone Payment Terms Milestone Payment Filing of an Investigational New Drug (or any foreign equivalent) for a Licensed Product $ 50,000 Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product $ 100,000 Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product $ 250,000 Receipt of New Drug Application (“NDA”) (or foreign equivalent) approval for a Licensed Product $ 500,000 Achievement of First Commercial Sale of Licensed Product $ 1,000,000 Royalty Payments Terms (i) 3% on sales of licensed products (as defined in the Master License Agreement) during the applicable calendar year for sales less than $50,000,000; and (ii) 5% on sales of licensed products during the applicable calendar year for sales greater than $50,000,000; and (iii) minimum annual royalty payments, as follows: Years Minimum Prior to First Commercial Sale $ N/A Year of First Commercial Sale $ N/A First calendar year following the First Commercial Sale $ 25,000 Second calendar year following the First Commercial Sale $ 25,000 Third calendar year following the First Commercial Sale $ 100,000 In April 2021, in connection with the Company’s Sublicense Agreement with Aikido Pharma Inc. (see below - Patent License Agreement with Aikido Pharma Inc. License Agreements between the Company and Customer Customer Patent License Agreement with Aikido Pharma Inc. On January 5, 2021, the Company and its subsidiary Silo Pharma, Inc., entered into a patent license agreement (“License Agreement”) (collectively, the “Licensor”) and Aikido Pharma Inc. (“Aikido” or the “Customer”), as amended on April 12, 2021, pursuant to which the Licensor granted Aikido an exclusive, worldwide (“Territory”), sublicensable, royalty-bearing license to certain intellectual property: (i) to make, have made, use, provide, import, export, lease, distribute, sell, offer for sale, develop and advertise certain licensed products and (ii) to develop and perform certain licensed processes for the treatment of cancer and symptoms caused by cancer (“Field of Use”). The License Agreement also provided that, if the Licensor exercised the option granted to it pursuant to its commercial evaluation license and option agreement with UMB, effective as of July 15, 2020, it would grant Aikido a non-exclusive sublicense (“Right”) to certain UMB patent rights in the field of neuroinflammatory diseases occurring in patients diagnosed with cancer (“Field”). Pursuant to the License Agreement, Aikido agreed to pay the Licensor, among other things, (i) a one-time non-refundable cash payment of $500,000 and (ii) royalty payments equal to 2% of net sales (as defined in the License Agreement) in the Field of Use in the Territory. In addition, Aikido agreed to issue the Licensor 500 shares of Aikido’s newly designated Series M Convertible Preferred Stock which were to be converted into an aggregate of 625,000 shares of Aikido’s common stock. On April 12, 2021, the Company entered into an amendment to the License Agreement (“Amended License Agreement”) with Aikido dated January 5, 2021 whereby Aikido issued an aggregate of 625,000 restricted shares of Aikido’s common stock instead of the 500 shares of the Series M Convertible Preferred Stock. Pursuant to the License Agreement, the Company is required to prepare, file, prosecute, and maintain the licensed patents. Unless earlier terminated, the term of the license to the licensed patents will continue until the expiration or abandonment of all issued patents and filed patent applications within the licensed patents. The Company may terminate the License Agreement upon 30 day written notice if Aikido fails to pay any amounts due and payable to the Company or if Aikido or any of its affiliates brings a patent challenge against the Company, assists others in bringing a legal or administrative challenge to the validity, scope, or enforceability of or opposes any of the licensed patents (“Patent Challenge”) against the Company (except as required under a court order or subpoena). Aikido may terminate the Agreement at any time without cause, and without incurring any additional penalty, (i) by providing at least 30 days’ prior written notice and paying the Company all amounts due to it through such termination effective date. Either party may terminate the Agreement for material breaches that have failed to be cured within 60 days after receiving written notice. The Company collected the non-refundable cash payment of $500,000 on January 5, 2021 which was recorded as deferred revenue to be recognized as revenues over 15 years, the estimated term of the UMB Master License Agreement. With respect to a vote of Aikido’s stockholders to approve a reverse split of its common stock no later than December 31, 2021 (“Reverse Stock Split Vote”), each share of the Series M Convertible Preferred Stock shall be entitled to such number of votes equal to 20,000 shares of Aikido’s common stock. In addition, each share of the Series M Convertible Preferred Stock shall be convertible, at any time after the earlier of (i) the date that the Reverse Stock Split Vote is approved by Aikido’s stockholders and (ii) December 31, 2021, at the option of the holder, into such number of shares of Aikido’s common stock determined by dividing the Stated Value by the Conversion Price. “Stated Value” means $1,000. “Conversion Price” means $0.80, subject to adjustment. Prior to the April 12, 2021, issuance of the common stock in lieu of the Series M Convertible Preferred Stock as discussed above, the Company valued the 500 Series M Convertible Preferred stock which was equivalent into Aikido’s 625,000 shares of common stock at a fair value of $0.85 per common share or $531,250 based quoted trading price of Aikido’s common stock on the date of grant. The Company recorded an equity investment of $531,250 (see Note 3) and deferred revenue of $531,250 to be recognized as revenues over the estimated term of the UMB Master License. Accordingly, the Company recorded a total deferred revenue of $1,031,250 ($500,000 cash received and $531,250 value of equity securities received) to be recognized as revenues over the 15-year term. During the three months ended March 31, 2023 and 2022, the Company recognized license fee revenues of $17,187 and $17,187, respectively. On March 31, 2023, deferred revenue – current portion amounted to $68,750 and deferred revenue – long-term portion amounted $807,813. On December 31, 2022, deferred revenue – current portion amounted to $68,750 and deferred revenue – long-term portion amounted $825,000 as reflected in the consolidated balance sheets. The Right shall be to the full extent permitted by and on terms and conditions required by UMB for a term consistent with the term of patent and technology licenses that UMB normally grants. In the event that the Company exercises its option and executes a license with UMB to the UMB patent rights within 40 days after the execution of such UMB license, for consideration to be agreed upon and paid by Aikido, which consideration shall in no event exceed 110% of any fee payable by the Company to UMB for the right to sublicense the UMB patent rights. The Company shall grant Aikido a nonexclusive sublicense in the United States to the UMB patent rights in the Field, subject to the terms of any UMB license Licensor obtains, including any royalty obligations on sublicensees required under any such sublicense. The option was exercised on January 13, 2021. Accordingly, on April 6, 2021, the Company entered into the Sublicense Agreement with Aikido pursuant to which it granted Aikido a worldwide exclusive sublicense to its licensed patents under the Master License Agreement. Customer Sublicense Agreement with Aikido Pharma Inc. On April 6, 2021 (the “Sublicense Agreement Effective Date”), the Company entered into the Sublicense Agreement with Aikido pursuant to which the Company granted Aikido an exclusive worldwide sublicense to (i) make, have made, use, sell, offer to sell and import the Licensed Products (as defined below) and (ii) in connection therewith to (A) use an invention known as “Central nervous system-homing peptides in vivo and their use for the investigation and treatment of multiple sclerosis and other neuroinflammatory pathology” which was sublicensed to the Company pursuant to the Master License Agreement and (B) practice certain patent rights (“Patent Rights”) for the therapeutic treatment of neuroinflammatory disease in cancer patients. “Licensed Products” means any product, service, or process, the development, making, use, offer for sale, sale, importation, or providing of which: (i) is covered by one or more claims of the Patent Rights; or (ii) contains, comprises, utilizes, incorporates, or is derived from the Invention or any technology disclosed in the Patent Rights. Pursuant to the Sublicense Agreement, Aikido agreed to pay the Company (i) an upfront license fee of $50,000, (ii) the same sales-based royalty payments that the Company is subject to under the Master License Agreement and (iii) total milestone payments of up to $1.9 million. The Sublicense Agreement shall continue on a Licensed Product-by-Licensed Product and country-by-country basis until the later of (i) the date of expiration of the last to expire claim of the Patent Rights covering such Licensed Product in such country, (ii) the expiration of data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity or other legally enforceable market exclusivity, if applicable and (iii) 10 years after the first commercial sale of a Licensed Product in that country, unless terminated earlier pursuant to the terms of the Sublicense Agreement. Furthermore, the Sublicense Agreement shall expire 15 years after the Sublicense Agreement Effective Date with respect to any country in which (i) there were never any Patent Rights, (ii) there was never any data protection, new chemical entity, orphan drug exclusivity, regulatory exclusivity or other legally enforceable market exclusivity with respect to a Licensed Product and (ii) there was never a commercial sale of a Licensed Product, unless such agreement is earlier terminated pursuant to its terms. The Company collected the upfront license fee of $50,000 in April 2021. During the three months ended March 31, 2023 and 2022, the Company recognized revenue of $838 and $838, respectively. On March 31, 2023, deferred revenue – current portion amounted $3,352 and deferred revenue – long-term portion amounted $39,944, and on December 31, 2022, deferred revenue – current portion amounted $3,352 and deferred revenue – long-term portion amounted $40,782 as reflected in the unaudited consolidated balance sheets. Sponsored Study and Research Agreements between the Company and Vendors Investigator-Sponsored Study Agreement with University of Maryland, Baltimore On January 5, 2021, the Company entered into an investigator-sponsored study agreement (“Sponsored Study Agreement”) with the University of Maryland, Baltimore. The research project is a clinical study to examine a novel peptide-guided drug delivery approach for the treatment of multiple sclerosis (“MS”). More specifically, the study is designed to evaluate (1) whether MS-1-displaying liposomes can effectively deliver dexamethasone to the CNS and (2) whether MS-1-displaying liposomes are superior to plain liposomes, also known as free drug, in inhibiting the relapses and progression of experimental autoimmune encephalomyelitis. Pursuant to the Sponsored Study Agreement, the research shall commence on March 1, 2021 and will continue until substantial completion, subject to renewal upon mutual written consent of the parties. The total cost under the Sponsored Study Agreement shall not exceed $81,474 which is payable in two equal installments of $40,737 upon execution of the Sponsored Study Agreement and $40,737 upon completion of the project with an estimated project timeline of nine months. The Company paid $40,737 on January 13, 2021 which was recorded in prepaid expense to be amortized over the nine-month period. During the year ended December 31, 2021, the Company fully amortized the prepaid expense of $40,737. This project has been postponed until further notice and the second payment is not due. Sponsored Research Agreement with The Regents of the University of California On June 1, 2021 (the “Effective Date”), the Company entered into a sponsored research agreement (the “Sponsored Research Agreement”) with The Regents of the University of California, on behalf of its San Francisco Campus (“UCSF”) pursuant to which UCSF shall conduct a study to examine psilocybin’s effect on inflammatory activity in humans to accelerate its implementation as a potential treatment for Parkinson’s Disease, chronic pain, and bipolar disorder. Pursuant to the Agreement, the Company shall pay UCSF a total fee of $342,850 to conduct the research over the two-year period. The Agreement shall be effective for a period of two years from the Effective Date, subject to renewal or earlier termination as set forth in the Sponsored Research Agreement. During the years ended December 31, 2022 and 2021, pursuant to the Sponsored Research Agreement, the Company paid to UCSF $181,710 and $100,570, respectively, which were recorded to prepaid expense and other current assets – current to be amortized over the two-year period. During the three months ended March 31, 2023, the Company paid the remaining amount due of $60,570. During the three months ended March 31, 2023 and 2022, the Company recorded research and development expenses of $42,856 and $42,856, respectively, from the amortization of the prepaid research and development fees. On March 31, 2023 and December 31, 2022, prepaid research and development fees amounted to $28,571 and $10,857, respectively which is reflected in prepaid expenses and other current assets – current on the accompanying consolidated balance sheets. Sponsored Research Agreement with University of Maryland, Baltimore On July 6, 2021, the Company and University of Maryland, Baltimore (“UMB”) entered into a sponsored research agreement (“July 2021 Sponsored Research Agreement”) pursuant to which UMB shall evaluate the pharmacokinetics of dexamethasone delivered to arthritic rats via liposome. The research pursuant to the July 2021 Sponsored Research Agreement shall commence on September 1, 2021 and will continue until the substantial completion thereof, subject to renewal upon written consent of the parties. The July 2021 Sponsored Research Agreement may be terminated by either party upon 30 days’ prior written notice to the other party. In addition, if either party commits any material breach of or defaults with respect to any terms or conditions of the July 2021 Sponsored Research Agreement and fails to remedy such default or breach within 10 business days after written notice from the other party, the party giving notice may terminate the July 2021 Sponsored Research Agreement as of the date of receipt of such notice by the other party. If the Company terminates the July 2021 Sponsored Research Agreement for any reason other than an uncured material breach by UMB, the Company shall relinquish any and all rights it may have in the Results (as defined in the July |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Stock Repurchase Plan On January 26, 2023, the Company’s Board of Directors authorized a stock repurchase plan to repurchase up to $1,000,000 of our issued and outstanding common stock, from time to time, with such program to be in place until December 31, 2023. From April 1, 2023 to May 12, 2023, the Company purchased an aggregate of 18,398 shares of its common stock for $44,300. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the instructions to Form 10-Q, and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for financial information. The Company’s consolidated financial statements include financial statements for Silo Pharma, Inc. and its inactive wholly-owned subsidiary with the same name as the parent entity, Silo Pharma, Inc. All intercompany transactions and balances have been eliminated in consolidation. Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring and non-recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. These unaudited consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to the consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 24, 2023. In accordance with, Accounting Standard Codification (“ASC”) 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the NFID, LLC component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. Accordingly, the results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations. |
Liquidity | Liquidity As reflected in the accompanying unaudited consolidated financial statements, the Company generated a net loss of $906,396 and used cash in operations of $692,688 during the three months ended March 31, 2023. Additionally, the Company has an accumulated deficit of $8,077,524 on March 31, 2023. As of March 31, 2023, the Company had working capital of $10,222,253. The positive working capital serves to mitigate the conditions that historically raised substantial doubt about the Company’s ability to continue as a going concern. The Company believes that the Company has sufficient cash and liquid short-term investments to meet its obligations for a minimum of twelve months from the date of this filing. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from estimates. Significant estimates during the three months ended March 31, 2023 and 2022 include the collectability of notes receivable, the percentage of completion of research and development projects, valuation of equity investments, valuation allowances for deferred tax assets, the fair value of warrants issued with debt and for services, and the fair value of shares and stock options issued for services. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 or by the Securities Investor Protection Corporation up to $250,000. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. On March 31, 2023 and December 31, 2022, the Company had cash in excess of FDIC limits of approximately $4,163,000 and $10,868,000, respectively. During the three months ended March 31, 2023, the Company began transferring funds to other high quality financial institutions to mitigate its risk to ensure that its exposure is limited or reduced to the FDIC protection limits. In connection with the early termination of a certificate of deposit, the Company paid a penalty of $166,034, which is reflected on the accompanying unaudited consolidated statement of operations and comprehensive loss. Any material loss that we may experience in the future could have an adverse effect on our ability to pay our operational expenses or make other payments. |
Short-Term Investments | Short-Term Investments The Company’s portfolio of short-term investments consists of marketable debt securities which are comprised solely of that are all highly rated U.S. government securities with maturities of more than three months, but less than one year. The Company classifies these as available-for-sale at purchase date and will reevaluate such designation at each period end date. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. These debt securities are classified as current assets in the consolidated balance sheet and recorded at fair value, with unrealized gains or losses included in accumulated other comprehensive income and as a component of the consolidated statements of comprehensive loss. Gains and losses are recognized when realized. Gains and losses are determined using the specific identification method and are reported in other income (expense), net in the consolidated statements of operations and comprehensive loss. An impairment loss may be recognized when the decline in fair value of the debt securities is determined to be other-than-temporary. The Company evaluates its investments for other-than-temporary declines in fair value below the cost basis each quarter, or whenever events or changes in circumstances indicate that the cost basis of the short-term investments may not be recoverable. The evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below the cost basis, as well as adverse conditions related specifically to the security, such as any changes to the credit rating of the security and the intent to sell or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. The Company recorded $5,239 of unrealized gains as a component of other comprehensive loss for the three months ended March 31, 2023. The Company did not recognize any unrealized gains or losses on short-term investments for the three months ended March 31, 2022. |
Equity Investments, at Fair Value | Equity Investments, at Fair Value Realized gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company’s carrying value and the net proceeds received from such disposition. Realized gains and losses on investment transactions are determined by specific identification. Net unrealized appreciation or depreciation is computed as the difference between the fair value of the investment and the cost basis of such investment. Net unrealized gains or losses for equity investments are recognized in operations as the difference between the carrying value at the beginning of the period and the fair value at the end of the period. |
Note Receivable | Note Receivable The Company recognizes an allowance for losses on notes receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current note receivable aging, and expected future write-offs, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. The expense associated with the allowance for doubtful accounts is recognized as general and administrative expense. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses and other current assets of $204,348 and $135,894 on March 31, 2023 and December 31, 2022, respectively, consist primarily of costs paid for future services which will occur within a year. On March 31, 2023 and December 31, 2022, prepaid expenses and other assets – non-current amounted to $69,361 and $70,821, respectively. Prepaid expenses may include prepayments in cash and equity instruments for consulting, research and development, public relations and business advisory services, and legal fees which are being amortized over the terms of their respective agreements, which may exceed a year of service. |
Revenue Recognition | Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company records interest and dividend income on an accrual basis to the extent that the Company expects to collect such amounts. For the license and royalty income, revenue is recognized when the Company satisfies the performance obligation based on the related license agreement. Payments received from the licensee that are related to future periods are recorded as deferred revenue to be recognized as revenues over the term of the related license agreement (see Note 8). Product sales were recognized when the NFID products were shipped to the customer and title was transferred and were recorded net of any discounts or allowances which are separately reported as “discontinued operations” on the consolidated statements of operations. |
Cost of Revenues | Cost of Revenues The primary components of cost of revenues on license fees included the cost of the license fees. Payments made to the licensor that are related to future periods are recorded as prepaid expense to be amortized over the term of the related license agreement (see Note 8). |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under Accounting Standards Update (“ASU”) 2016-09 Improvements to Employee Share-Based Payment. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities arise from temporary differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company follows the provisions of Financial Accounting Standards Board (“FASB”) ASC 740-10, “Uncertainty in Income Taxes”. Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a “more-likely-than-not” threshold. The Company does not believe it has any uncertain tax positions as of March 31, 2023 and December 31, 2022 that would require either recognition or disclosure in the accompanying consolidated financial statements. |
Research and Development | Research and Development In accordance with ASC 730-10, “Research and Development-Overall,” |
Leases | Leases Leases are accounted for using ASU 2016-02, “ Leases (Topic 842)” |
Net Loss per Common Share | Net Loss per Common Share Basic loss per share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period using the as-if converted method. Potentially dilutive securities which include stock options and stock warrants are excluded from the computation of diluted shares outstanding if they would have an anti-dilutive impact on the Company’s net losses. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive for the three months ended March 31, 2023 and 2022: March 31, March 31, Stock options 28,849 28,849 Warrants 404,580 347,080 433,429 375,929 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2020-06 during the first quarter of 2022 and the adoption did not have material impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of potentially dilutive shares | March 31, March 31, Stock options 28,849 28,849 Warrants 404,580 347,080 433,429 375,929 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value of Financial Instruments and Fair Value Measurements [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | March 31, 2023 December 31, 2022 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Short-term investments $ 6,013,578 $ - $ - $ - $ - $ - Equity investments $ 3,508 $ - $ - $ 3,118 $ - $ - |
Schedule of activity in the company’s equity investments, at fair value | March 31, March 31, Balance, beginning of period $ - $ - Additions 6,008,339 - Unrealized gain 5,239 - Balance, end of period $ 6,013,578 $ - March 31, March 31, Balance, beginning of period $ 3,118 $ 419,995 Additions - 85,733 Unrealized gain (loss) 390 (161,798 ) Balance, end of period $ 3,508 $ 343,930 |
Disposal of the Discontinued _2
Disposal of the Discontinued Operations of the NFID Business (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Disposal of the Discontinued Operations of the NFID Business [Abstract] | |
Schedule of operating result of discontinued operations of the NFID business | For the Three Month Ended March 31, 2023 2022 Product sales, net $ - $ - Cost of sales - 1,079 Gross profit (loss) - (1,079 ) Total operating and other non-operating expenses - (84 ) Gain from sale of NFID business - - Loss from discontinued operations $ - $ (1,163 ) |
Notes Receivable (Tables)
Notes Receivable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Receivable [Abstract] | |
Schedule of notes receivable net | December 31, December 31, Principal amount of note receivable $ 60,000 $ 60,000 Accrued interest receivable 7,193 6,160 Note receivable – current $ 67,193 $ 66,160 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock option activities | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2022 28,849 $ 7.28 6.31 $ 20,130 Granted - - - - Forfeited - - - - Balance Outstanding, March 31, 2023 28,849 $ 7.28 6.06 $ 12,570 Exercisable, March 31, 2023 23,849 $ 6.71 5.48 $ 12,570 |
Schedule of warrant activities | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance Outstanding, December 31, 2022 404,580 $ 14.05 3.3 - Granted - - - - Balance Outstanding, March 31, 2023 404,580 $ 14.05 3.1 - Exercisable, March 31, 2023 404,580 $ 14.05 3.1 - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of milestone payments | Milestone Payment Filing of an Investigational New Drug (or any foreign equivalent) for a Licensed Product $ 50,000 Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product $ 100,000 Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product $ 250,000 Receipt of New Drug Application (“NDA”) (or foreign equivalent) approval for a Licensed Product $ 500,000 Achievement of First Commercial Sale of Licensed Product $ 1,000,000 |
Schedule of minimum annual royalty payments | Years Minimum Prior to First Commercial Sale $ N/A Year of First Commercial Sale $ N/A First calendar year following the First Commercial Sale $ 25,000 Second calendar year following the First Commercial Sale $ 25,000 Third calendar year following the First Commercial Sale $ 100,000 |
Schedule of shall pay UMB fees | Payment 1 $ 92,095 Upon execution of the July 2021 Sponsored Research Agreement 2 $ 92,095 Six months after the start of project work as outlined in the July 2021 Sponsored Research Agreement 3 $ 92,095 Upon completion of the project work as outlined in the July 2021 Sponsored Research Agreement |
Schedule of future amounts due under sponsored study and research agreements | Year ended December 31, Amount 2023 $ 831,002 Total $ 831,002 |
Organization and Business (Deta
Organization and Business (Details) | 1 Months Ended |
Sep. 30, 2021 USD ($) | |
Organization and Business [Line items] | |
Purchase price | $ 60,000 |
Promissory note amount | $ 60,000 |
Bears interest per annum | 8% |
Maturity date | Oct. 01, 2023 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||||
Net loss | $ 906,396 | |||
Cash in operations | 692,688 | |||
Accumulated deficit | 8,077,524 | |||
Working capital | 10,222,253 | |||
Federal deposit insurance corporation | 250,000 | |||
Securities investor protection corporation | 250,000 | |||
FDIC cash limits | 4,163,000 | $ 10,868,000 | ||
Penalty fee | $ 1,000 | 166,034 | ||
Unrealized gains of other comprehensive loss | 5,239 | |||
Prepaid expenses and other current assets | 204,348 | 135,894 | ||
Prepaid expenses and other current assets – non-current | 69,361 | $ 70,821 | ||
Research and development cost | $ 202,913 | $ 170,279 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of potentially dilutive shares - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Summary of Significant Accounting Policies (Details) - Schedule of potentially dilutive shares [Line Items] | ||
Total potentially dilutive shares | 433,429 | 375,929 |
Stock options [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of potentially dilutive shares [Line Items] | ||
Total potentially dilutive shares | 28,849 | 28,849 |
Warrants [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of potentially dilutive shares [Line Items] | ||
Total potentially dilutive shares | 404,580 | 347,080 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments and Fair Value Measurements (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value of Financial Instruments and Fair Value Measurements (Details) [Line Items] | ||
Shares of common equity | 1,559 | 1,559 |
Price per, share (in Dollars per share) | $ 54.99 | |
Home Bistro, Inc [Member] | ||
Fair Value of Financial Instruments and Fair Value Measurements (Details) [Line Items] | ||
Shares of common equity | 1,559 | |
Common stock grant date fair value (in Dollars) | $ 85,733 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments and Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Level 1 [Member] | ||
Fair Value of Financial Instruments and Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
Short-term investments | $ 6,013,578 | |
Equity investments | 3,508 | 3,118 |
Level 2 [Member] | ||
Fair Value of Financial Instruments and Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
Short-term investments | ||
Equity investments | ||
Level 3 [Member] | ||
Fair Value of Financial Instruments and Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis [Line Items] | ||
Short-term investments | ||
Equity investments |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments and Fair Value Measurements (Details) - Schedule of activity in the company’s equity investments, at fair value - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Short-Term Investments [Member] | ||
Fair Value of Financial Instruments and Fair Value Measurements (Details) - Schedule of activity in the company’s equity investments, at fair value [Line Items] | ||
Balance, beginning of period | ||
Additions | 6,008,339 | |
Unrealized gain (loss) | 5,239 | |
Balance, end of period | 6,013,578 | |
Equity Method Investments [Member] | ||
Fair Value of Financial Instruments and Fair Value Measurements (Details) - Schedule of activity in the company’s equity investments, at fair value [Line Items] | ||
Balance, beginning of period | 3,118 | 419,995 |
Additions | 85,733 | |
Unrealized gain (loss) | 390 | (161,798) |
Balance, end of period | $ 3,508 | $ 343,930 |
Disposal of the Discontinued _3
Disposal of the Discontinued Operations of the NFID Business (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Purchase price | $ 60,000 | ||
Promissory note amount | $ 60,000 | ||
Bears interest per annum | 8% | ||
Maturity date | Oct. 01, 2023 | ||
Principal balance | $ 60,000 | $ 60,000 | |
Accrued interest receivable | 7,193 | 6,010 | |
Total outstanding receivable balance | $ 67,193 | $ 66,010 |
Disposal of the Discontinued _4
Disposal of the Discontinued Operations of the NFID Business (Details) - Schedule of operating result of discontinued operations of the NFID business - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Operating Result of Discontinued Operations of the NFID Business [Abstract] | ||
Product sales, net | ||
Cost of sales | 1,079 | |
Gross profit (loss) | (1,079) | |
Total operating and other non-operating expenses | (84) | |
Gain from sale of NFID business | ||
Loss from discontinued operations | $ (1,163) |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes Receivable [Abstract] | ||
Promissory note interest | 8% | |
Maturity date | Oct. 01, 2023 | |
Outstanding principal receivable | $ 60,000 | $ 60,000 |
Interest receivable | 7,193 | 6,010 |
Total receivable | $ 67,193 | $ 66,010 |
Notes Receivable (Details) - Sc
Notes Receivable (Details) - Schedule of notes receivable net - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Notes Receivable Net [Abstract] | ||
Principal amount of note receivable | $ 60,000 | $ 60,000 |
Accrued interest receivable | 7,193 | 6,160 |
Note receivable – current | $ 67,193 | $ 66,160 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||||
Jan. 27, 2022 | Jan. 26, 2022 | Dec. 29, 2021 | Apr. 17, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Apr. 12, 2021 | Feb. 09, 2021 | Jan. 18, 2021 | Nov. 30, 2019 | Apr. 30, 2013 | |
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Shares authorized | 505,000,000 | |||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||
Designated shares of preferred stock | 4,280 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Series C convertible preferred stock | 227 | 4,049 | ||||||||||
Public offering shares | 1,000,000 | |||||||||||
Expired term | Dec. 26, 2026 | |||||||||||
Fair value of unvested stock option | 152,619 | |||||||||||
Employment agreement, description | pursuant to an Employment Agreement (see Note 8), an aggregate of 16,000 incentive stock options were issued under the 2020 Plan, to Dr. Kou, exercisable at $10.00 per share and expires on January 31, 2032. The stock options vest as follows: (i) 6,000 stock options upon issuance; (ii) 5,000 vests on October 31, 2022 and; (iii) 5,000 vests on October 31, 2023. | |||||||||||
Deferred compensation (in Dollars) | $ 4,237 | $ 45,009 | ||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Designated shares of preferred stock | 1,000,000 | |||||||||||
Share issued | ||||||||||||
Share outstanding | ||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Designated shares of preferred stock | 2,000 | |||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Designated shares of preferred stock | 4,280 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||
Preferred stock, stated value (in Dollars) | $ 1,000 | |||||||||||
Convertible preferred stock, description | A holder of Series C Convertible preferred stock may not convert any portion of the Series C Convertible preferred stock to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% (or, upon election by a holder prior to issuance, 9.99%) of the outstanding shares of the Company’s common stock after conversion, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. | |||||||||||
Series C Conversion Price [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Conversion price per share (in Dollars per share) | $ 15 | |||||||||||
Conversion of Series C Convertible Preferred Stock into Common Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Remaining shares | 227 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Preferred stock, shares authorized | 4,280 | 4,280 | ||||||||||
Share issued | 0 | 0 | ||||||||||
Share outstanding | 0 | 0 | ||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Convertible preferred stock | 227 | |||||||||||
Convertible common stock | 15,167 | |||||||||||
Stock Options [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Issuance of deferred compensation balance (in Dollars) | $ 9,888 | |||||||||||
Board Granted [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Aggregate of incentive stock options | 6,849 | |||||||||||
Exercise price (in Dollars per share) | $ 7.3 | |||||||||||
Stock option value (in Dollars) | $ 30,224 | |||||||||||
Risk free interest rate | 0.75% | |||||||||||
Expected volatility | 0% | |||||||||||
Expected term | 2 years | |||||||||||
Expected volatility | 115% | |||||||||||
Fair value of unvested stock option | 30,224 | |||||||||||
Issuance of deferred compensation balance (in Dollars) | $ 14,125 | |||||||||||
Omnibus Equity Incentive Plan [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Shares of common stock reserved and avail for issuance | 170,000 | |||||||||||
Incentive Stock Option [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Risk free interest rate | 1.18% | |||||||||||
Expected volatility | 117% | |||||||||||
Expected term | 2 years | |||||||||||
Stock option | 16,000 | |||||||||||
Fair value of stock option (in Dollars) | $ 94,915 | |||||||||||
Expected dividend yield | 0% | |||||||||||
Fair value of the unvested stock options (in Dollars) | $ 94,915 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of stock option activities - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Stockholders’ Equity (Details) - Schedule of stock option activities [Line Items] | |
Number of Options, Beginning Balance Outstanding | shares | 28,849 |
Weighted Average Exercise Price, Beginning Balance Outstanding | $ / shares | $ 7.28 |
Weighted Average Remaining Contractual Term (Years), Beginning Balance Outstanding | 6 years 3 months 21 days |
Aggregate Intrinsic Value, Beginning Balance Outstanding | $ | $ 20,130 |
Number of Options, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Remaining Contractual Term (Years), Granted | |
Aggregate Intrinsic Value, Granted | $ | |
Number of Options, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Remaining Contractual Term (Years), Forfeited | |
Aggregate Intrinsic Value, Forfeited | $ | |
Number of Options, Ending Balance Outstanding | shares | 28,849 |
Weighted Average Exercise Price, Ending Balance Outstanding | $ / shares | $ 7.28 |
Weighted Average Remaining Contractual Term (Years), Ending Balance Outstanding | 6 years 21 days |
Aggregate Intrinsic Value, Ending Balance Outstanding | $ | $ 12,570 |
Number of Options, Exercisable | shares | 23,849 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 6.71 |
Weighted Average Remaining Contractual Term (Years), Exercisable | 5 years 5 months 23 days |
Aggregate Intrinsic Value, Exercisable | $ | $ 12,570 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of warrant activities - Warrants [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of Warrants, Beginning Balance | shares | 404,580 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 14.05 |
Weighted Average Remaining Contractual Term (Years), Beginning Balance | 3 years 3 months 18 days |
Aggregate Intrinsic Value, Beginning Balance | $ | |
Number of Warrants, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Remaining Contractual Term (Years),Granted | |
Aggregate Intrinsic Value, Granted | $ | |
Number of Warrants, Ending Balance | shares | 404,580 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 14.05 |
Weighted Average Remaining Contractual Term (Years), Ending Balance | 3 years 1 month 6 days |
Aggregate Intrinsic Value, Ending Balance | $ | |
Number of Warrants, Exercisable | shares | 404,580 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 14.05 |
Weighted Average Remaining Contractual Term (Years), Exercisable | 3 years 1 month 6 days |
Aggregate Intrinsic Value, Exercisable | $ |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Customer Concentration Risk [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk percentage | 100% | 100% |
Vendor Concentrations [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk percentage | 100% | 100% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Oct. 12, 2022 | Oct. 01, 2021 | Sep. 01, 2021 | Jun. 01, 2021 | Apr. 12, 2021 | Jan. 05, 2021 | Jun. 30, 2023 | Feb. 28, 2023 | Oct. 25, 2022 | Sep. 27, 2022 | Aug. 31, 2022 | Jun. 22, 2022 | Feb. 28, 2022 | Jan. 27, 2022 | Dec. 29, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 17, 2021 | Apr. 17, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2023 | Oct. 31, 2022 | Nov. 30, 2021 | Jul. 31, 2021 | Feb. 09, 2021 | Jan. 13, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Vested shares (in Shares) | 152,619 | ||||||||||||||||||||||||||||
Base salary | $ 350,000 | $ 60,000 | |||||||||||||||||||||||||||
Signing bonus | 100,000 | ||||||||||||||||||||||||||||
Annual bonus | $ 30,000 | ||||||||||||||||||||||||||||
Payable amount | $ 42,000 | ||||||||||||||||||||||||||||
Share granted (in Shares) | 16,000 | ||||||||||||||||||||||||||||
Exercisable per share (in Dollars per share) | $ 10 | ||||||||||||||||||||||||||||
Expire date | Jan. 31, 2032 | ||||||||||||||||||||||||||||
Stock options (in Shares) | 6,000 | ||||||||||||||||||||||||||||
Vests (in Shares) | 5,000 | ||||||||||||||||||||||||||||
Amortized deferred compensation | $ 4,237 | $ 9,416 | |||||||||||||||||||||||||||
Deferred compensation balance | 9,888 | ||||||||||||||||||||||||||||
License fee | $ 50,000 | $ 10,000 | $ 25,000 | 210 | 210 | $ 1,250 | |||||||||||||||||||||||
Research and development expenses | 202,913 | 170,279 | |||||||||||||||||||||||||||
Paying fee | $ 1,000 | $ 166,034 | |||||||||||||||||||||||||||
Commercial sale term | 10 years | ||||||||||||||||||||||||||||
License agreement expire | 15 years | ||||||||||||||||||||||||||||
Sublicense income receivable | 15% | ||||||||||||||||||||||||||||
Due amount | $ 25,000 | ||||||||||||||||||||||||||||
Paid amount | $ 50,000 | ||||||||||||||||||||||||||||
Term year | 15 years | ||||||||||||||||||||||||||||
Prepaid expense and other current assets | 204,348 | 135,894 | |||||||||||||||||||||||||||
Prepaid expenses non-current | $ 9,986 | 10,196 | |||||||||||||||||||||||||||
Sales of licensed products percentage | 5% | ||||||||||||||||||||||||||||
sales | $ 50,000,000 | ||||||||||||||||||||||||||||
Prepaid expense and current assets | 838 | 838 | |||||||||||||||||||||||||||
Non-refundable cash payment | $ 500,000 | $ 500,000 | |||||||||||||||||||||||||||
Net sale percentage | 2% | ||||||||||||||||||||||||||||
Licensor share (in Shares) | 500 | 500 | |||||||||||||||||||||||||||
Aggregate of converted shares (in Shares) | 625,000 | 625,000 | |||||||||||||||||||||||||||
Revenue term | 15 years | 15 years | |||||||||||||||||||||||||||
Number of voting shares (in Shares) | 20,000 | ||||||||||||||||||||||||||||
Stated value | $ 1,000 | ||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.8 | ||||||||||||||||||||||||||||
Convertible preferred stock (in Shares) | 4,280 | ||||||||||||||||||||||||||||
Common stock shares (in Shares) | 625,000 | ||||||||||||||||||||||||||||
Per share (in Dollars per share) | $ 0.85 | ||||||||||||||||||||||||||||
Trading price | $ 531,250 | ||||||||||||||||||||||||||||
Equity investment | 531,250 | ||||||||||||||||||||||||||||
Deferred revenue | $ 531,250 | $ 1,031,250 | |||||||||||||||||||||||||||
Cash received | 500,000 | ||||||||||||||||||||||||||||
Securities received | 531,250 | ||||||||||||||||||||||||||||
Recognized revenues | 17,187 | 17,187 | |||||||||||||||||||||||||||
Deferred revenue current portion | 68,750 | 3,352 | |||||||||||||||||||||||||||
Deferred revenue long-term portion | $ 807,813 | 40,782 | |||||||||||||||||||||||||||
Consideration fee payable percentage | 110% | ||||||||||||||||||||||||||||
Upfront license fees | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||
First commercial sale | 10 years | ||||||||||||||||||||||||||||
Agreement shall expire | 15 years | ||||||||||||||||||||||||||||
Installments payable | $ 81,474 | ||||||||||||||||||||||||||||
Sponsored study agreement | 40,737 | ||||||||||||||||||||||||||||
Prepaid expense | 21,172 | $ 40,737 | $ 40,737 | ||||||||||||||||||||||||||
Sublicense amount paid | $ 342,850 | ||||||||||||||||||||||||||||
Remaining amount due | 60,570 | ||||||||||||||||||||||||||||
Amount paid | $ 92,095 | $ 92,095 | |||||||||||||||||||||||||||
Research and development expense | 8,054 | 33,252 | |||||||||||||||||||||||||||
Accounts payable | 92,095 | ||||||||||||||||||||||||||||
Cash paid | 430,825 | ||||||||||||||||||||||||||||
Remaining payment | 143,607 | ||||||||||||||||||||||||||||
Prepaid expense related to research | $ 287,215 | 143,607 | |||||||||||||||||||||||||||
Research project, percentage | 80% | ||||||||||||||||||||||||||||
Total fee | $ 41,306 | ||||||||||||||||||||||||||||
Payment of university | $ 5,000 | ||||||||||||||||||||||||||||
Professional fees | 5,000 | 5,000 | |||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Vested shares (in Shares) | 120,000 | ||||||||||||||||||||||||||||
Third Amendment [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Research and development expenses | $ 2,500 | ||||||||||||||||||||||||||||
License [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Paying fee | 75,000 | ||||||||||||||||||||||||||||
Sublicense Agreement [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Sublicense income, percentage | 25% | ||||||||||||||||||||||||||||
Sublicense agreement amount paid | $ 12,500 | ||||||||||||||||||||||||||||
Deferred revenue current portion | 68,750 | ||||||||||||||||||||||||||||
Recognized revenues | $ 838 | 838 | |||||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Vested shares (in Shares) | 30,224 | ||||||||||||||||||||||||||||
Annual bonus | 350,000 | ||||||||||||||||||||||||||||
Risk free interest rate | 0.75% | ||||||||||||||||||||||||||||
Expected term | 2 years | ||||||||||||||||||||||||||||
Expected volatility | 0% | ||||||||||||||||||||||||||||
Forecast [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Vests (in Shares) | 5,000 | ||||||||||||||||||||||||||||
JV Agreement [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Pursuant terms, description | Pursuant to the terms of the JV Agreement, (A) the Company shall contribute (1) $225,000 and (2) its expertise and the expertise of its science advisory board and (B) ZTI shall contribute (1) certain rights to certain of its patented technology as set forth in the JV Agreement, (2) a license to the know-how and trade secrets with respect to its Z-pod™ technology for the loading and release of ketamine, (3) ketamine to be used for clinical purposes, (4) reasonable use of its facilities and permits and (5) its expertise and know-how. Pursuant to the JV Agreement, 51% of the interest in the Joint Venture shall initially be owned by the Company and 49% of the interest in the Joint Venture shall initially be owned by ZTI, subject to adjustment in the event of additional contributions by either party. Notwithstanding the foregoing, in no event shall either party own more than 60% of the interest in the Joint Venture. | ||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Salary was increased | $ 120,000 | ||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Salary was increased | $ 180,000 | ||||||||||||||||||||||||||||
Extension fee [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Paying fee | $ 1,000 | ||||||||||||||||||||||||||||
License [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Paying fee | $ 1,000 | ||||||||||||||||||||||||||||
Series M Convertible Preferred [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Convertible preferred stock (in Shares) | 500 | ||||||||||||||||||||||||||||
First Payment [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Cash paid | $ 430,825 | ||||||||||||||||||||||||||||
Second Payment [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Cash paid | $ 430,825 | ||||||||||||||||||||||||||||
Dr. James Kuo [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Stock option (in Shares) | 16,000 | ||||||||||||||||||||||||||||
Fair value of stock option | $ 94,915 | ||||||||||||||||||||||||||||
Risk free interest rate | 1.18% | ||||||||||||||||||||||||||||
Expected dividend yield | 0% | ||||||||||||||||||||||||||||
Expected term | 2 years | ||||||||||||||||||||||||||||
Expected volatility | 117% | ||||||||||||||||||||||||||||
Fair value of the unvested stock option | $ 94,915 | ||||||||||||||||||||||||||||
Deferred compensation balance | 14,125 | ||||||||||||||||||||||||||||
Master License Agreement [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
License fee | $ 1,250 | ||||||||||||||||||||||||||||
Sublicense income receivable | 25% | ||||||||||||||||||||||||||||
Prepaid expense and other current assets | $ 5,000 | 5,000 | |||||||||||||||||||||||||||
Prepaid expenses non-current | $ 59,375 | 60,625 | |||||||||||||||||||||||||||
Sales of licensed products percentage | 3% | ||||||||||||||||||||||||||||
sales | $ 50,000,000 | ||||||||||||||||||||||||||||
Upfront license fees | 1,900,000 | ||||||||||||||||||||||||||||
Aikido [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Deferred revenue current portion | 3,352 | ||||||||||||||||||||||||||||
Deferred revenue long-term portion | 39,944 | 825,000 | |||||||||||||||||||||||||||
Sponsored Study Agreement [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Installments payable | 40,737 | ||||||||||||||||||||||||||||
Sponsored Research Agreement with The Regents of the University of California [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Prepaid expense and other current assets | 181,710 | $ 100,570 | |||||||||||||||||||||||||||
Research and development fees | 28,571 | $ 10,857 | |||||||||||||||||||||||||||
Research and development expense | 143,608 | 71,804 | |||||||||||||||||||||||||||
Sponsored Research Agreement with Columbia University [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Research and development expenses | 42,856 | 42,856 | |||||||||||||||||||||||||||
Accrued expenses | 20,134 | ||||||||||||||||||||||||||||
Sponsored Research Agreement with University of Maryland, Baltimore [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Research and development expense | 0 | 50,000 | |||||||||||||||||||||||||||
Columbia University [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Sponsored research agreement, description | the Company entered into a sponsored research agreement with Columbia University pursuant to which the Company has been granted an option to license certain assets currently under development, including Alzheimer’s disease. The term of the option will commence on the effective date of this agreement and will expire upon the earlier of (i) 90 days after the date of the Company’s receipt of a final research report for each specific research proposal as defined in the agreement or (ii) termination of the research. If the Company elects to exercise the option, both parties will commence negotiation of a license agreement and will execute a license agreement no later than 3 months after the date of the exercise of the option. Columbia University and the Company will work towards developing a therapeutic treatment for patients suffering from Alzheimer’s disease to post-traumatic stress disorder. During a one-year period from the date of this agreement, the Company shall pay a total of $1,436,082 to Columbia University for the support of the research according to the payment schedule as follows: (i) 30% at signing, (ii) 30% at four and half months after the start of the project, (iii) 30% at nine months after the start of the project and, (iv)10% at completion of the project. | ||||||||||||||||||||||||||||
Research Agreement with Reprocell [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Research and development expenses | $ 8,395 | $ 5,618 | |||||||||||||||||||||||||||
Mr. Weisblum [Member] | |||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||||||
Annual bonus | $ 200,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of milestone payments | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Payment One [Member] | |
Commitments and Contingencies (Details) - Schedule of milestone payments [Line Items] | |
Milestone | Filing of an Investigational New Drug (or any foreign equivalent) for a Licensed Product |
Payment | $ 50,000 |
Payment Two [Member] | |
Commitments and Contingencies (Details) - Schedule of milestone payments [Line Items] | |
Milestone | Dosing of first patient in a Phase 1 Clinical Trial of a Licensed Product |
Payment | $ 100,000 |
Payment Three [Member] | |
Commitments and Contingencies (Details) - Schedule of milestone payments [Line Items] | |
Milestone | Dosing of first patient in a Phase 2 Clinical Trial of a Licensed Product |
Payment | $ 250,000 |
Payment Four [Member] | |
Commitments and Contingencies (Details) - Schedule of milestone payments [Line Items] | |
Milestone | Receipt of New Drug Application (“NDA”) (or foreign equivalent) approval for a Licensed Product |
Payment | $ 500,000 |
Payment Five [Member] | |
Commitments and Contingencies (Details) - Schedule of milestone payments [Line Items] | |
Milestone | Achievement of First Commercial Sale of Licensed Product |
Payment | $ 1,000,000 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of minimum annual royalty payments | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Payment One [Member] | |
Commitments and Contingencies (Details) - Schedule of minimum annual royalty payments [Line Items] | |
Years | Prior to First Commercial Sale |
Minimum Annual Royalty | |
Payment Two [Member] | |
Commitments and Contingencies (Details) - Schedule of minimum annual royalty payments [Line Items] | |
Years | Year of First Commercial Sale |
Minimum Annual Royalty | |
Payment Three [Member] | |
Commitments and Contingencies (Details) - Schedule of minimum annual royalty payments [Line Items] | |
Years | First calendar year following the First Commercial Sale |
Minimum Annual Royalty | $ 25,000 |
Payment Four [Member] | |
Commitments and Contingencies (Details) - Schedule of minimum annual royalty payments [Line Items] | |
Years | Second calendar year following the First Commercial Sale |
Minimum Annual Royalty | $ 25,000 |
Payment Five [Member] | |
Commitments and Contingencies (Details) - Schedule of minimum annual royalty payments [Line Items] | |
Years | Third calendar year following the First Commercial Sale |
Minimum Annual Royalty | $ 100,000 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of shall pay UMB fees | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Payment One [Member] | |
Commitments and Contingencies (Details) - Schedule of shall pay UMB fees [Line Items] | |
Payment | $ 92,095 |
Payment description | Upon execution of the July 2021 Sponsored Research Agreement |
Payment Two [Member] | |
Commitments and Contingencies (Details) - Schedule of shall pay UMB fees [Line Items] | |
Payment | $ 92,095 |
Payment description | Six months after the start of project work as outlined in the July 2021 Sponsored Research Agreement |
Payment Three [Member] | |
Commitments and Contingencies (Details) - Schedule of shall pay UMB fees [Line Items] | |
Payment | $ 92,095 |
Payment description | Upon completion of the project work as outlined in the July 2021 Sponsored Research Agreement |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - Schedule of future amounts due under sponsored study and research agreements | Mar. 31, 2023 USD ($) |
Schedule of Future Amounts Due Under Sponsored Study and Research Agreements [Abstract] | |
2023 | $ 831,002 |
Total | $ 831,002 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |
May 12, 2023 | Jan. 26, 2023 | |
Subsequent Events (Details) [Line Items] | ||
Common stock, issued | 1,000,000 | |
Common stock, outstanding | 1,000,000 | |
Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Aggregate shares | 18,398 | |
Common stock value (in Dollars) | $ 44,300 |