Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 15, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Immune Therapeutics, Inc. | ||
Entity Central Index Key | 0001559356 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 11,826,000 | ||
Entity Common Stock, Shares Outstanding | 481,906 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 9,971 | $ 4,925 |
Total current assets | 9,971 | 4,925 |
Fixed Assets: | ||
Computer equipment, net | 691 | |
Deposits | 200 | 200 |
Total assets | 10,171 | 5,816 |
Current Liabilities: | ||
Accounts payable | 2,562,515 | 2,655,952 |
Accrued payroll | 3,627,648 | 3,610,810 |
Accrued interest | 635,217 | 899,904 |
Accrued liabilities | 221,057 | 136,057 |
Net due to related parties | 531,420 | 48,217 |
Notes payable, net of debt discount | 2,844,851 | 5,545,371 |
Derivative liability | 1,254,444 | 798,126 |
Total current liabilities | 11,677,152 | 13,694,437 |
Total liabilities | 11,677,152 | 13,694,437 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Common stock - par value $0.0001; 750,000,000 and 500,000,000 shares authorized, respectively; 476,504 and 457,578 shares issued and outstanding respectively | 48 | 46 |
Additional paid in capital | 371,341,120 | 370,908,099 |
Stock issuances due | 10,303 | 10,303 |
Accumulated deficit | (383,018,452) | (384,607,069) |
Total stockholders' deficit | (11,666,981) | (13,688,621) |
Total liabilities and stockholders' deficit | $ 10,171 | $ 5,816 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 500,000,000 |
Common stock, shares issued | 476,504 | 457,578 |
Common stock, shares outstanding | 476,504 | 457,578 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues, net | ||
Cost of products sold | ||
Gross profit | ||
Operating expenses: | ||
Selling, general and administrative | 760,132 | 2,368,474 |
Research and development expense | 126,259 | 336,110 |
Stock issued for services general and administrative | 131,390 | |
Depreciation and amortization expense | 639 | 2,074 |
Total operating expenses | 887,030 | 2,838,048 |
Loss from operations | (887,030) | (2,838,048) |
Other income (expense): | ||
Interest expense | (479,931) | (894,173) |
Finance charges | (173,118) | |
Loss on valuation of derivative | (373,584) | (46,745) |
Gain (loss) on settlement of debt and liabilities assigned | 3,502,280 | |
Recovery of amount due from Cytocom | 382,308 | |
Total other income (expense) | 2,475,647 | (558,610) |
Net income (loss) attributable to common stockholders | $ 1,588,617 | $ (3,396,658) |
Basic earnings (loss) per share attributed to common stockholders | $ 3.44 | $ (7.59) |
Diluted earnings (loss) per share attributed to common stockholders | $ 0.11 | $ 0.11 |
Weighted average number of shares outstanding | 16,016,427 | 447,530 |
Basic weighted average number of shares outstanding | 461,190 | 447,530 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock To Be Issued [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 44 | $ 369,924,426 | $ 35,303 | $ (381,210,411) | $ (11,250,638) |
Balance, shares at Dec. 31, 2018 | 434,323 | ||||
Issuance of common stock for services | 145,000 | (25,000) | 120,000 | ||
Issuance of common stock for services, shares | 3,000 | ||||
Extinguishment of debt assumed by related party | 691,850 | 691,850 | |||
Issuance of common stock in exchange for debt | $ 2 | 62,433 | 62,435 | ||
Issuance of common stock in exchange for debt, shares | 18,255 | ||||
Issuance of common stock to board members | 11,390 | 11,390 | |||
Issuance of common stock to board members, shares | 2,000 | ||||
Issuance of common stock warrants in connection with debt agreement | 73,000 | 73,000 | |||
Net income (loss) | (3,396,658) | (3,396,658) | |||
Balance at Dec. 31, 2019 | $ 46 | 370,908,099 | 10,303 | (384,607,069) | (13,688,621) |
Balance, shares at Dec. 31, 2019 | 457,578 | ||||
Issuance of common stock upon conversion of debt | $ 2 | 152,638 | 152,640 | ||
Issuance of common stock upon conversion of debt, shares | 18,926 | ||||
Extinguishment of derivative liability upon conversion of debt | 280,383 | 280,383 | |||
Net income (loss) | 1,588,617 | 1,588,617 | |||
Balance at Dec. 31, 2020 | $ 48 | $ 371,341,120 | $ 10,303 | $ (383,018,452) | $ (11,666,981) |
Balance, shares at Dec. 31, 2020 | 476,504 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) including non-controlling interest | $ 1,588,617 | $ (3,396,658) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Gain on assignment of certain debt and liabilities | (3,502,280) | |
Non-cash finance charge | 173,118 | |
Amortization of debt discount | 162,210 | 222,257 |
Change in value of derivative liability | 373,584 | 46,745 |
Depreciation | 639 | 2,074 |
Recovery of amount due from Cytocom | (382,308) | |
Stock issued for services | 131,390 | |
Changes in operating assets and liabilities: | ||
Inventory | 82,801 | |
Accounts payable | 99,234 | 894,951 |
Accrued payroll | 16,838 | 1,600,240 |
Accrued interest | 327,883 | 645,201 |
Accrued liabilities | 85,000 | 32,705 |
Due to related parties | 483,203 | 119,668 |
Net cash used in operating activities | (191,954) | (934) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of notes (net) | 197,000 | |
Net cash provided by financing activities | 192,000 | |
Decrease in cash | 5,046 | (934) |
Cash and cash equivalents, beginning of year | 4,925 | 5,859 |
Cash and cash equivalents, end of year | 9,971 | 4,925 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 16,000 | |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of notes, accrued liabilities and accounts payable to common stock | 152,640 | 27,110 |
Debt settled and reclassed to accrued expenses | 35,325 | |
Reclassification from accounts payable to notes payable | 304,478 | |
Notes Payable, interest, and liabilities assigned | 3,502,280 | 691,850 |
Debt discounts on notes payable and warrants | $ 197,000 | $ 73,000 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Company Overview Immune Therapeutics Inc. (the “Company” or “IMUN”) is a Florida Public Company trading on the OTC-Pink. The Company has been inactive for the last year due to a lack of funding, and with the Company’s current structure, it is impossible to move forward until a restructuring of the Company is completed. Going Concern The Company has incurred significant net losses since inception and has relied on its ability to fund its operations through private equity financings. Management expects operating losses and negative cash flows to continue at more significant levels in the future. As the Company continues to incur losses, transition to profitability is dependent upon the successful development, approval, and commercialization of its product candidates and the achievement of a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings and may seek additional capital through arrangements with strategic partners or from other sources. Based on the Company’s operating plan, working capital at December 31, 2020 is not sufficient to meet the cash requirements to fund planned operations through the next twelve months without additional sources of cash. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. Management recognizes that the Company cannot move forward without adequate capital resources. The transactions with Cytocom and Forte do not provide any new working capital to the Company. Management is currently pursuing a strategy to re-capitalize the Company and position it for future growth. Key steps in the process include: ● Re-apply to secure FINRA approval of the reverse stock split. ● Improve the condition of the Company’s financial position and balance sheet: ○ License, where practical technologies which the Company will otherwise not be able to commercialize. ○ Seek additional capital to continue to maintain operations and compliance with OTC reporting requirements. ○ Seek funding from current noteholders with exercisable warrants to convert such warrants as a means of raising capital and reducing outstanding debt. ● Identify and seek to acquire late-stage assets for future commercialization. ● Build out an appropriate operational infrastructure, generate new opportunities and grow shareholder value. If the Company is unable to secure new working capital, other alternatives strategies will be required. For the twelve months ended December 31, 2020, the Company reported net income attributable to common shareholders of $1,588,617 which included a non-cash gain of $3,502,280 during the period. As of December 31, 2020, the Company has a stockholders’ deficit of $11,666,981. Historically, the Company has been able to acquire and develop assets, spin them out and retain both an equity stake and royalties and milestone payments. In so doing, the Company has acted as an incubator for late-stage drug development. Management believes that this strategy can continue to be successful. At this time, the Company is reviewing several opportunities which it may pursue as soon as funding is available. At present no definitive actions have been taken. There can be no guaranties that the Company will be successful in: ● Executing its restructuring plan ● Securing adequate capital to continue operations. ● Identifying and acquiring assets for future development. Company History Immune Therapeutics, Inc. (the “Company”) was initially incorporated in Florida on December 2, 1993 as Resort Clubs International, Inc. (“Resort Clubs”). It was formed to manage and market golf course properties in resort markets throughout the United States. Galliano International Ltd. (“Galliano”) was incorporated in Delaware on May 27, 1998 and began trading in November 1999 through the filing of a 15C-211. On November 10, 2004, Galliano merged with Resort Clubs. Resort Clubs was the surviving corporation. On August 23, 2010, Resort Clubs changed its name to pH Environmental Inc. (“pH Environmental”). On April 23, 2012, pH Environmental completed a name change to TNI BioTech, Inc., and on April 24, 2012, we executed a share exchange agreement for the acquisition of all of the outstanding shares of TNI BioTech IP, Inc. On September 4, 2014, a majority of our shareholders approved an amendment to our Amended and Restated Articles of Incorporation, as amended, to change our name to Immune Therapeutics, Inc. We filed our name change amendment with the Secretary of State of Florida on October 27, 2014 changing our name to Immune Therapeutics, Inc. In July 2012, the Company’s focus turned to acquiring patents that would protect and advance the development of new uses of opioid-related immune- therapies, In December 2013, the Company formed a subsidiary, Cytocom Inc. (“Cytocom”), to focus on conducting LDN and MENK clinical trials in the United States. In December 2014, the Company finalized the distribution of common stock of Cytocom to its shareholders. As part of the transaction (“Original Agreement”), the Company transferred to Cytocom certain of its rights, title and interest in or relating to intellectual property (i) patents, patent applications, and all divisional, continuations and continuations-in-part thereof, together with all reissues, reexaminations, renewals and extensions thereof and all rights to obtain such divisionals, continuations and continuations-in-part, reissues, reexaminations, renewals and extensions, and all utility models and statutory invention registrations and any other such analogous rights, (ii) trademarks, service marks, Internet domain names, trade dress, trade styles, logos, trade names, services names, brand names, corporate names, assumed business names and general intangibles and other source identifiers of a like nature, together with the goodwill associated with any of the foregoing, and all registrations and applications for registrations thereof, together with all renewals and extensions thereof and all rights to obtain such renewals and extensions, (iii) copyrights, mask work rights, database and design rights, moral rights and rights in Internet websites, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof and all applications in connection therewith, together with all renewals, continuations, reversions and extensions thereof and all rights to obtain such renewals, continuations, reversions and extensions, and (iv) confidential and proprietary information, including, trade secrets and know-how. On May 1, 2018, the Company entered into an amended and restated licensing agreement (the “Restated Agreement”) with Cytocom. The Restated Agreement restates the licensing arrangement between the Company and Cytocom as provided by the Original Agreement. The Restated Agreement grants the Company distribution and marketing rights for Lodonal™ and MENK for humans in certain Emerging Markets. In addition, the Company has been granted the rights to distribute and market Lodonal™ and MENK for animal use in the United States. The royalty due to Cytocom has been reduced from 5% to 1% of sales and the Company no longer has any ongoing obligations to pay for costs in connection with the assets of Cytocom. While the Company formalized the agreement to deconsolidate on May 1, 2018, Cato Research Ltd and Penn State University, both vendors of the Company, did not consent to assign the payables to Cytocom. On June 4, 2018, the Company and Cytocom entered into a Stock Purchase Agreement (the “Stock Agreement. Pursuant to the Stock Agreement, the Company cancelled approximately $4,000,000 of debt owed to it by Cytocom in exchange for ten percent (10%) of the issued and outstanding common stock of Cytocom, as calculated on a fully diluted basis. The Restated Agreement was a condition of the Stock Agreement. On April 8, 2019, the Company signed a second amendment to its licensing agreement (the “Second Amendment”) with Cytocom. The Second Amendment confirmed that, as of its effective date (December 31, 2018) the Company owned 15.57% of the common shares issued and outstanding on that date. The Company agreed to assume the obligation to repay all accounts payable obligations and accrued liabilities owed by Cytocom as of the effective date, except those accounts’ payable obligations and accrued liabilities as specified in the Second Amendment. The Company also assumed the obligation to repay all notes payable, together with any interest or fees payable thereon, owed by Cytocom as of the effective date, except those notes’ payable obligations, together with any interest or fees payable thereon, as specified by the Second Amendment. The parties further agreed that in the event of a change of control of Cytocom, and at the option of Cytocom, the Company would have the right to purchase outright the Company’s licensing rights to Emerging Markets for humans under the License Agreement at a price equal to value of those licensing rights as determined by and independent valuator acceptable to the Company and Cytocom. In October 2019, the Board of Immune Therapeutics, Inc. (“Immune”) approved the restructuring of Immune (“Original Restructuring Strategy”), which included a conversion of Immune promissory notes (the “Convertible Notes”) into a proposed new class of Series D Preferred equity. However, Immune was unable to obtain the requisite shareholder approval to issue the Series D Preferred equity, so that the plan to convert the debt into a Series D could not be completed. At the same time, the Shareholders did approve a 1- for 1000 reverse stock split (“Reverse Stock Split”). Due to its inability to move forward on the proposed plan the Company has been forced to pursue alternatives to the Original Restructuring Strategy. To realize the potential value of its technology positions, the Board approved Management to pursue possible sublicensing options to Forte and Cytocom. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. We have identified the policies below as critical to our business operations and the understanding of its results of operations. The Company’s management has reviewed these critical accounting policies and related disclosures with the Company’s Board of Directors. The impact and any associated risks related to these policies on our business operations are discussed throughout this section where such policies affect our reported and expected financial results. Equity investment in Cytocom, Inc. Prior to May 1, 2018, the Company consolidated Cytocom. On May 1, 2018, the Company entered into an amended and restated licensing agreement (the “Restated Agreement”) with Cytocom, Inc., in accordance with which the Company no longer has any ongoing obligations to pay for costs in connection with the assets of Cytocom. The Company deconsolidated Cytocom as of May 1, 2018, and accounts for its retained interest in Cytocom under the equity method of accounting, with the Company’s share of Cytocom’s earnings recorded in “loss from equity method investment” in the consolidated statements of operations. As the balance of the Company’s investment in Cytocom has been zero since December 31, 2018, no losses have been recognized during the year ended December 31, 2019. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. At December 31, 2020 and 2019 the Company had no leases to which the standard applies. At December 31, 2020, the Company was a party to an agreement to a short-term operating lease for office space in Orlando, Florida. This agreement allows for cancellation with thirty days’ notice. Rental expense for the years ended December 31, 2020 and 2019 was $3,000 and $12,661 respectively. Use of Estimates The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. At December 31, 2020, the Company has no cash balances in excess of insured limits. Segment and Geographic Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making. Fair Value of Financial Instruments In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “ Financial Instruments” Derivative Financial Instruments FASB ASC 815, Fair Value Measurements Research and Development Costs Research and development costs are charged to expense as incurred and are comprised of fees paid to consultants and patent related costs. Income Taxes The Company follows ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2020 and 2019, the Company does not have a liability for unrecognized tax uncertainties. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of December 31, 2020, and 2019, the Company has not accrued any interest or penalties related to uncertain tax positions. Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values equaling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. Generally, the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair value of the Company’s common stock at the date of the agreement. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 505-50, “ Equity-Based Payments to Non-Employees The Company did not grant any stock-based compensation awards during the years ended December 31, 2020 and 2019. Net Income (Loss) per Share Basic net income (loss) per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. The Company’s potentially dilutive securities, which include warrants and potential common shares issuable under certain convertible notes, have been included in the computation of diluted net income per share for the twelve-month period ended December 31, 2020. Net income per share, for the year ended December 31, 2020, was calculated by dividing the net loss by the weighted-average number of common share outstanding for the period determined using the treasury-stock method and the if-converted method. For the twelve-month period ended December 31, 2019, the potentially dilutive securities were excluded from the computation of diluted loss per share as the effect would be to reduce the net loss per common share. Therefore, the weighted-average common stock outstanding used to calculate both basic and diluted net loss per share for the year ended December 31, 2019. A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows: Net Income Weighted Average Per Share Amount Basic EPS Income available to common stockholders $ 1,588,617 461,190 $ 3.44 Diluted EPS Effect of warrants convertible into common stock 20,012,082 Potential shares purchasable using proceeds of warrants (4,629,476 ) Effect of convertible debt 142,247 103,677 Income available to common stockholders $ 1,730,864 15,947,473 $ 0.11 Recent Accounting Standards During the year ended December 31, 2020, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2020 | |
Fixed Assets: | |
Fixed Assets | 3. Fixed Assets December 31, 2020 2019 Fixed assets: Computer equipment $ 13,213 $ 13,213 Less accumulated depreciation (13,213 ) (12,522 ) Fixed assets, net $ - $ 691 The Company utilizes the straight-line method for depreciation, using three to five-year depreciable asset lives. Depreciation expense was not material for all periods presented. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 4. Notes payable During the twelve months ended December 31, 2020, the Company issued $197,000, in new promissory notes. As of December 31, 2020, the Company had $1,639,275 in notes payable to shareholders of record. On August 16, 2020, the Company and Cytocom entered into an agreement for the Company to sublicense LDN and MENK for emerging markets to Cytocom. Pursuant to the agreement, effective September 30, 2020, the Company assigned notes payable aggregating $2,728,731 to Cytocom. The owner of each assigned note provided their written consent to assignment, assumption, and amendment of the promissory notes. Redstart Holdings Corp. On March 30, 2020, the Company issued a Convertible Promissory Note (the “Note”) to Redstart Holdings Corp. (“Redstart”) in the principal amount of $53,000. The Note matures on March 30, 2021, and bears interest at the rate of 12% per annum. Any amount of the Note not repaid at maturity, will bear interest at the rate of 22% per annum. Redstart has the right, at any time during the period beginning 180 days following the date of the Note and ending the later of the maturity date or the date of payment of the default amount, to convert all or any part of the outstanding and unpaid amount of the Note into shares of the Company’s common stock. The conversion price will be equal to 61% multiplied by the lowest trading price for the common stock during the 20-trading day period ending on the latest complete trading day prior to the conversion date. Redstart converted the Note and related accrued interest in the amount of $3,180 in October 2020. The Company issued 6,893 shares of common stock at an average price per share of $8.15 in connection with this conversion. Geneva Roth Remark Holdings, Inc. During the second and third quarters of 2020, the Company issued three Convertible Promissory Notes (the “Notes”) aggregating $144,000 to Geneva Roth Remark Holdings Corp. (“GRRH”). The Notes matures one year from the date of issuance, and bear interest at the rate of 12% per annum. Any amount of the Notes not repaid at maturity, will bear interest at the rate of 22% per annum. GRRH has the right, at any time during the period beginning 180 days following the date of the Notes and ending the later of the maturity date or the date of payment of the default amount, to convert all or any part of the outstanding and unpaid amount of the Notes into shares of the Company’s common stock. The conversion price will be equal to 61% multiplied by the lowest trading price for the common stock during the 20-trading day period ending on the latest complete trading day prior to the conversion date. During the fourth quarter of 2020, GRRH converted $91,000 in principal and $5,460 in accrued interest on their outstanding Notes. The Company issued 12,034 shares of common stock at an average price per share of $8.02 in connection with this conversion. As of December 31, 2020, the Company has $53,000 in principal outstanding in notes due to GRRH with a maturity date of August 13, 2021. GRRH converted this note and associated accrued interest during the first quarter of 2021. The Company has agreed to reserve from its authorized and unissued common stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of common stock upon the full conversion of the outstanding $53,000 Note. The Company is also required to have authorized and reserved six times the number of shares that would be issuable upon full conversion of the Note. As of December 31, 2020, the Company had reserved 5,401,923 shares for this instrument. Gain on Settlement of Debt On August 16, 2020, the Company and Cytocom entered into an agreement for the Company to sublicense LDN and MENK for emerging markets to Cytocom. Pursuant to the agreement, effective September 30, 2020 the Company assigned notes payable aggregating principal amount of $2,728,731 and related accrued interest of $495,409 to Cytocom. Notes Payable at December 31, 2020 and 2019: December 31, 2020 2019 Promissory notes issued between December 2014 and January 2015. Lender earns interest at 10%, plus a pro-rata share of two percent of the Company’s gross receipts for sales of IRT-103-LDN in perpetuity. Notes were to be repaid in 36 monthly installments of principal and interest commencing no later than October 15, 2015. These notes are in default at. In connection with an August 16, 2020 agreement with Cytocom, $216,000 of the notes were assumed by Cytocom. $ 70,000 $ 286,000 Promissory notes issued between May 2015 and June 2016 and maturing between February 2017 and November 2018. Lenders earn interest at rates between 2% and 10%. In connection with an August 16, 2020 agreement with Cytocom, $476,494 of the notes were assumed by Cytocom. These notes are in default. $ 149,500 625,994 Promissory notes issued to a former officer of the Company in 2015 with a maturity of November 3, 2016 in settlement of accrued payroll, bearing interest at 10% and including a stock conversion feature. These notes were assumed by Cytocom in connection with the August 16, 2020 agreement. $ - 97,737 Promissory notes issued between July 2016 and December 2016. Lenders earn interest at 2%. The notes matured on December 31, 2017. These notes were assumed by Cytocom in connection with the August 16, 2020 agreement. $ - 206,000 Promissory notes aggregating $1,350,000 issued in 2016. The notes accrue interest at 2% and mature between November 2017 and December 2017. In connection with an August 16, 2020 agreement with Cytocom, $747,500 of the notes were assumed by Cytocom. These notes are in default. $ 606,500 1,354,000 Promissory notes aggregating $500,000 issued in 2017 accrue interest at 2% and mature between January 2018 and September 2018 In connection with an August 16, 2020 agreement with Cytocom, $295,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. These notes are in default. $ 205,000 500,000 Promissory notes aggregating $300,000 issued in 2017 accrue interest at 2% and mature in May 2018. In connection with an August 16, 2020 agreement with Cytocom, $150,000 of the notes were assumed by Cytocom. These notes are in default. $ 150,000 300,000 Promissory notes aggregating $191,800 issued in 2017 accrue interest at 2% and mature between August 2018 and September 2018. In connection with an August 16, 2020 agreement with Cytocom, $75,000 of the notes were assumed by Cytocom. These notes are in default. $ 116,800 191,800 Promissory note for $425,000 issued in October 2017 with an original issue discount of $70,000. The note is in default, giving the holder an option to convert the note to stock using the lowest value of the Company’s common stock 25 days prior to the conversion. In 2018, the defaults also resulted in certain penalties, as a result of which the principal amount of the note outstanding had increased to $454,032. $49,943 of accrued interest owed on the note has been converted to stock. The Company recognized a $1,200,129 derivative liability for remaining conversion right. On November 10, 2020, the noteholder entered into an agreement to sell all rights to the note to Global Reverb Corp., an entity wholly owned by the Company’s former Chief Executive Officer and director, Noreen Griffin. $ 454,032 454,032 Promissory notes aggregating $105,500 issued in 2017 accrue interest at 2%. At September 30, 2020, the notes were in default. $ 105,500 105,500 Promissory notes aggregating $47,975 issued in the 2018 accrue interest at 2% and mature between May 2018 and January 2019. These notes are in default. $ 47,975 47,975 Promissory notes aggregating $125,000 issued in 2018 accrue interest between 2% and 12% and mature between April 2018 and June 2018. These notes include warrants between 500,000 and 2,000,000 shares with an exercise price of $0.05. In connection with an August 16, 2020 agreement with Cytocom, these notes were assumed by Cytocom (the warrants remained with the Company). $ - 125,000 Promissory notes aggregating $65,000 issued in 2018 accrue interest at 2% and mature between July 2018 and October 2018. These notes include warrants between 1,000 and 5,000 shares with an exercise price of $5. These notes are in default. $ 65,000 65,000 Promissory notes aggregating $208,000 were issued in 2018, of which $3,000 were issued to a related party. The notes accrue interest at 2% and mature between August 2019 and January 2019. These notes include warrants between 60,000 and 500,000 shares with an exercise price of $0.05. In connection with an August 16, 2020 agreement with Cytocom, $80,000 of the notes outstanding were assumed by Cytocom. These notes are in default. $ 118,000 198,000 Promissory notes aggregating $533,855 were issued in 2018, of which $210,000 is to a related party. The notes accrue interest at 2% and mature between January 2019 and November 2019. These notes include warrants between 200 and 39,500 shares with an exercise price of $5 to $40. In connection with an August 16, 2020 agreement with Cytocom, $210,000 of the notes were assumed by Cytocom. These notes are in default. $ 323,855 533,855 Promissory note for $23,000 issued to a related party in the first quarter of 2019. The note accrues interest at 2% and matured during July 2019. The note includes warrants for 4,600 shares with an exercise price of $5. The note is in default. $ 23,000 23,000 Promissory note for $231,478 issued in the first quarter of 2019. The note accrues interest at 6% and matured in February 2020. The note is in default. $ 231,478 231,478 Promissory notes for $50,000 issued in the second quarter of 2019 accrues interest at 2% and matured in July 2019. The notes include warrants for 10,000 shares with an exercise price of $5. In connection with an August 16, 2020 agreement with Cytocom, $40,000 of the notes were assumed by Cytocom. The note is in default. $ 10,000 50,000 Promissory note in the amount of $150,000 issued on October 2019 for the settlement of outstanding debt in the same amount. The note accrues interest at 15% per annum, with $1,875 due in monthly interest payments, and matures on April 30, 2021. $ 150,000 150,000 Promissory note in the amount of $53,000 issued in the third quarter of 2020 accrues interest at 12% and matures in August 2021. The Company recognized a $54,312 derivative liability for the conversion rights attached to the note as of December 31, 2020. $ 53,000 - 2,879,640 5,545,371 Less: Original issue discount on notes payable and warrants issued with notes. (34,789 ) - Total $ 2,844,851 $ 5,545,371 As of December 31, 2020, the Company had accrued $635,217 in unpaid interest and default penalties. As of December 31, 2019, the Company had accrued $899,904 in unpaid interest and default penalties. During the twelve-month period ended December 31, 2019 the Company issued 18,255 shares with a fair value of $78,500 in settlement of $62,435 in promissory notes. Also, during the twelve-month period ended December 31, 2019, the Company settled a $100,000 note with accrued interest and penalties in the aggregate amount of $596,850, by assigning such amounts to a related party. In accordance with ASC 470-50-40-2, the extinguishment transactions between related entities may be in essence capital transactions. When related parties are involved, recognition of the difference between the retired debt’s reacquisition price and carrying amount as a gain is not appropriate. As such, no gain on the extinguishment of the transaction was recorded. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | 5. Derivative Liability As of December 31, 2020, and December 31, 2019, the fair value of the outstanding derivative liability was $1,254,444 and $798,126, respectively. The Company estimated the fair value of the derivative liability using the binomial option pricing model on December 31, 2020. The Black-Scholes option pricing model was used to determine the fair market value of the liability as of December 31, 2019. Year End Year Ended December 31, 2019 Volatility 178.65 % 165.62 % Risk-free interest rate 1.0 % 1.96 % Expected dividends na na Expected term (years) .25 - 1.00 1 The Company determines the fair market values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company uses Level 3 inputs to estimate the fair value of its derivative liabilities. The following schedule summarizes the valuation of financial instruments at fair value in the balance sheets as of December 31, 2020: Fair Value Measurements as of Level 1 Level 2 Level 3 Assets Total assets - - - Liabilities Conversion option derivative liability - - 1,254,444 Total liabilities $ - $ - $ 1,254,444 The following schedule summarizes the valuation of financial instruments at fair value in the balance sheets as of December 31, 2019: Fair Value Measurements as of Level 1 Level 2 Level 3 Assets Total assets - - - Liabilities Conversion option derivative liability - - 798,126 Total liabilities $ - $ - $ 798,126 The following table sets forth a reconciliation of changes in the fair value of derivative liabilities classified as Level 3 in the fair value hierarchy: Significant Balance January 1, 2019 $ 786,706 Change in fair value 46,745 Partial settlement of liability (35,325 ) Balance December 31, 2019 798,126 Additions 361,116 Change in fair value 375,584 Conversion of notes to common stock (280,382 ) Ending balance $ 1,254,444 |
Common Stock and Common Stock W
Common Stock and Common Stock Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Common Stock and Common Stock Warrants | 6. Common Stock and Common Stock Warrants Each holder of common stock is entitled to vote on all shareholder matters and is entitled to one vote for each share held. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock or any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. As of December 31, 2020, and 2019, the Company was authorized to issue 750,000,000 and 500,000,000 common shares, respectively, at a par value of $0.0001 per share. As of December 31, 2020, and 2019, the Company had 476,505 and 457,758 shares of common stock outstanding, respectively. Reverse Stock Split FINRA approval On October 25, 2019, the Company closed voting by written consent as detailed in its Proxy Statement on form 14A, filed September 5, 2019 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (“Proxy Statement”). The Proxy Statement disclosed actions for which the Company was soliciting written consent, including consent to effect a reverse stock split of the Company’s issued and outstanding, but not authorized, common stock (the “Reverse Split”) at a ratio of 1,000-to-1. A 1 for 1,000 reverse stock split (“Reverse”) was approved by over 55% of the shareholders in 2019. An application for approval was filed with both the State of Florida and with the Financial Industry Regulatory Authority (“FINRA”). The request was approved by the State of Florida in March 2020. In June 2020, FINRA informed the Company that it would not approve the request citing a deficiency in the Company’s capital structure. Management believes it has resolved the deficiency and a re-application to FINRA is in process. Assuming approval is received, it is the Company’s intent to proceed with the Reverse and the restructuring of the company. The financial statements accompanying this Form 10-K are presented based on the implementation of the shareholder consent. Common Stock Warrants The Company did not issue or modify any warrants in the twelve-month periods ended December 31, 2020. When the Company sells its stock to stockholders for cash, it periodically issues common stock warrants to the investors at prices agreed at the date of the original sale. The Company incurs a cost for the rights attached to the warrants, which is calculated using the Black-Scholes Model and is reported in the Statements of Operations in the period of issuance. A summary of outstanding warrants as of December 31, 2020 follows: Expiration Date Number of Shares Exercise Price Remaining Life (years) First Quarter 2021 12,600 $ 200 .25 Second Quarter 2021 5,812 $ 14-200 .50 Third Quarter 2021 5,167 $ 30-200 .75 Fourth Quarter 2021 300 $ 100 1.00 First Quarter 2022 150 $ 200 1.25 Second Quarter 2022 1,750 $ 150 1.50 Third Quarter 2022 1,650 $ 50-100 1.75 Fourth Quarter 2022 9,811 $ 80-290 2.00 First Quarter 2023 1,204,000 $ 0.05-40 2.25 Second Quarter 2023 802,000 $ 0.05-200 2.50 Third Quarter 2023 7,521,500 $ 0.05-100 2.75 Fourth Quarter 2023 6,024,300 $ 0.05-0.20 3.00 First Quarter 2024 3,660,000 $ 0.05 3.25 Second Quarter 2024 800,000 $ 5.00 3.50 Third Quarter 2028 3,000 $ 70 8.00 Second Quarter 2032 28,995 $ 10-70 11.75 20,081,035 $ 0.05-200 Following is a summary of outstanding stock warrants activity for the twelve months ended December 31, 2020: Number of Exercise Weighted Warrants as of December 31, 2018 20,083,348 $ .05-3740 $ 0.09 Issued 15 $ 5 $ 0.005 Expired and forfeited (28 ) $ 50-3740 $ 0.54 Exercised $ - $ Warrants as of December 31, 2019 20,083,335 $ 0.05-500 $ 4.21 Issued - $ $ Expired and forfeited (2,300 ) $ 100-500 $ 195.65 Exercised - $ $ Warrants as of December 31, 2020 20,081,035 $ 0.05-200 $ 4.22 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes There was no income tax expense reflected in the results of operations for the years ended December 31, 2020 and 2019. As of December 31, 2020, the Company had federal and state net operating loss carryforwards of $99,724,000 which may be used to offset future taxable income. Approximately $70,497,000 will expire in 2033 while $27,227,000 will be limited to 80% of taxable income but will not expire. The tax effects of temporary differences which give rise to deferred tax assets (liabilities) are summarized as follows: Deferred tax assets: 2020 2019 Net operating losses $ 19,892,000 $ 20,346,000 Stock based compensation 39,284,000 39,284,000 Amortization, depreciation, and impairment 4,178,000 4,178,000 Capitalization of start-up costs for tax purposes 1,145,000 1,145,000 Gain/(loss) on conversion of debt 713,000 713,000 Total deferred tax assets 65,212,000 65,666,000 Valuation allowance (65,212,000 ) (65,666,000 ) Total deferred tax assets, net $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the realization of future taxable income during the periods in which those temporary differences become deductible. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding realizability. For the year ended December 31, 2020 2019 Statutory federal tax rate 21.00 % 21.00 % Permanent differences 4.94 % - Prior period adjustment 2.63 % - Valuation allowance (28.57 )% (21.00 )% Provision for income taxes - - The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of December 31, 2020, and 2019, the Company had no unrecognized tax benefits. There were no changes in the Company’s unrecognized tax benefits during the years ended December 31, 2020 and 2019. The Company did not recognize any interest or penalties during fiscal 2020 or 2019 related to unrecognized tax benefits. All tax years remain open to examination for federal income tax purposes and by other taxing jurisdictions to which the Company is subject. |
Licenses and Supply Agreements
Licenses and Supply Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Licenses And Supply Agreements | |
Licenses and Supply Agreements | 8. Licenses and Supply Agreements Forte Biotechnology International Corp On February 27, 2020, the Company approved and entered into a license agreement (the “License Agreement”) with Forte Biotechnology International Corp. (“Forte”). As of April 15, 2021, this license agreement has not been executed as Forte has failed to fund the consideration defined in the agreement. Under the License Agreement, the Company granted Forte an exclusive license to develop and commercialize pharmaceutical products consisting of Lodonal and MENK for use in veterinary applications for all indications world-wide. . Milestone payments and royalties are defined in the agreement based on development and royalties are based on sales during the license period. The Initial License Fee totals $3,039,599 comprised of the assumption of certain Company defaulted Notes and other liabilities. Forte will assume a minimum of IMUN defaulted debt and to assume certain additional $ obligations of the Company. The note holders and vendors associated with the assigned liabilities have not yet assigned their rights to Forte. Consideration for February 28, 2020 License to Forte Consideration Assumption of: Notes in Default. $ 1,787,706 Accounts payable and accruals 261,706 Past Due Employee Obligations 990,201 Total Consideration to be Recognize Upon Execution $ 3,039,613 The documentation and sign off of this agreement related to the Forte license has yet to be signed and the individual lenders need to provide their approval for the transfer of these notes. As such the accompanying financial statements do not reflect any gain on sale. Until such time as the transaction is completed Forte does not have clear title and interest to the veterinary rights. Forte has agreed to make payments to the Company in connection with this agreement as follows: ● Initial License Fee of $3,740,746 by May 16, 2020 upon the assignment of certain Company Notes Payable. ● Development Milestone Payments upon the occurrence of the identified events, the following one-time, non-creditable, non-refundable milestone payments: Event Milestone Payment* Successful MUMS Designation $ 100,000 Successful Conditional Approval $ 100,000 ● Commercial Milestone Payments upon reaching the mutually agreed aggregate net sales, Forte will pay one-time, non-creditable, non-refundable milestone payments to be negotiated and addressed in a separate Amendment later. ● Royalties during the royalty term (generally 15 years from the first sale of a product in a country), royalties on annual net sales as follows: Annual Sales of Royalty Qualifying Licensed Products Royalty Rate <$500,000,000 2% 500,000,000 to < $1,000,000,000 4% > $1,000,000,000) 6% Cytocom In December 2014, the Company transferred to Cytocom certain of its rights, title and interest in or relating to intellectual property. Cytocom licensed back to the Company a perpetual, non-exclusive, royalty-free right and license to use the assigned intellectual property for veterinary indications and for the marketing rights to emerging markets, access to all clinical data, use of the formulation for LDN and MENK. The Original Agreement also granted the Company rights to market Lodonal™ and Met-Enkephalin (“MENK”) in “Emerging Markets,” which included all countries excluding Canada, Italy, Japan, France, Germany, United Kingdom, European Community, and the United States. Pursuant to the Original Agreement, the Company was required to pay Cytocom a 5% royalty on all sales all ongoing drug development and fees due in connection with the underlying patents until such time as Cytocom was funded. On May 1, 2018, the Company entered into an amended and restated licensing agreement (the “Restated Agreement”) with Cytocom. The Restated Agreement grants the Company distribution and marketing rights for Lodonal™ and MENK for humans in Emerging Markets. In addition, the Company has been granted the rights to distribute and market Lodonal™ and MENK for animal use in the United States. The royalty due to Cytocom was reduced from 5% to 1% of sales and the Company no longer has any ongoing obligations to pay for the cost in connection with the assets of Cytocom. On May 13, 2020, the Company and Cytocom entered into Amendment to The Second Amendment to The License Agreement (“Third Amendment”) The License Agreement that was effective December 31, 2018. The sublicense provides Cytocom with the Company’s previously licensed rights for LDN and Menk in Emerging Markets. Terms for consideration for the sublicense were not finalized until August 12, 2020 at which time Cytocom and the Company signed a letter agreement in which Cytocom agreed to assume a combination of defaulted notes plus certain other liabilities. The Company agreed to transfer all the rights, title, and interest to Cytocom in technology licensed from Penn State Research Foundation in exchange for Cytocom assuming all past due and future obligations under the Penn State license. While the Company formalized the agreement to deconsolidate on May 1, 2018, Cato Research Ltd and Penn State University, both vendors of the Company, did not consent to assign the payables to Cytocom. As of December 31, 2020, the Company had outstanding accounts payable balances of $330,552 and $400,065 due to Cato Research Ltd and Penn State University, respectively. In the third quarter of 2020, the Company received a Notice of Default (“Notice”) from Cytocom relating to the sublicensing transaction. The Company disputes the validity of the Notice on the basis that Cytocom has failed to execute on their consideration for the license. As of April 4, 2021, the Notes transaction has not been fully executed. The Notes in default have been assigned and the transfer signed off by the creditors, but Cytocom still has not completed the assumption of the agreed upon obligations. Consideration for May 13, 2020 License to Cytocom Consideration Assumption of: Notes in Default. $ 3,038,107 Accounts payable and accruals 105,123 Past Due Employee Obligations 1,110,567 Total anticipated Consideration $ 5,200,797 Recognized through December31, 2020 (3,314,333 ) To Be Recognized upon Execution $ 1,888,464 At December 31, 2020, the Company has an equity interest of 13.5% in Cytocom. In connection with the May 1, 2018 “Restated Agreement” with Cytocom, the Company no longer has ongoing obligations to pay for costs in connection with the assets of Cytocom. Accordingly, effective May 1, 2018, the Company deconsolidated Cytocom. The Company uses the equity method to account for its retained interest in Cytocom. On December 31, 2019, the Company reached a settlement with Cytocom to recover the net payable balance outstanding of $382,308. The Company recorded a gain on the settlement of that amount. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Distribution Agreements in Nigeria In October 2013, the Company announced the signing of a Distribution Agreement with AHAR Pharma, a Nigerian company, to market Lodonal™, in Nigeria for the treatment of autoimmune diseases and cancer. AHAR intends to distribute Lodonal™ through a local distributor network, an Internet client base and directly to hospitals, pharmacists and doctors in Nigeria. The first deliveries under the agreement took place in February 2018. Under the original agreement, the Company is obligated to provide delivery of an initial supply of between 1 million and 1.5 million doses of Lodonal™ product to cover AHAR Pharma’s first-year purchase commitment. Due to the fact that AHAR Pharma failed to meet its contractual purchase obligations, the Company formally issued notice of default under the agreement. On April 18, 2018, AHAR Pharma transferred its rights under the Distribution Agreement to Fidson Healthcare Plc (“Fidson”), and Fidson signed an exclusive distribution agreement with the Company to distribute Lodonal™. There were no shipments under this agreement during the years ended December 31, 2020 and 2019. There were also no discussions with Fidson regarding the Distribution Agreement in 2020 or 2019. Contract Manufacturing Agreements On October 25, 2016, the Company and Acromax Dominicana, SA (“Acromax”), which is based in the Dominican Republic, entered into a contract for manufacturing of LDN tablets, capsules and/or creams (“Agreement”). Subject to the terms and conditions of the Agreement, Acromax will obtain all necessary licenses and permits to carry out the manufacturing and packaging of LDN in exchange for a fixed fee per tablet plus an additional fee for packaging, shipping and customs clearance. The Agreement has an initial term of five years unless terminated by either party in accordance with the terms. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Board and Officer Transactions Kevin Phelps, the Company’s Chief Executive Officer, and a member of the board of directors, is earned board compensation of $5,000 a month during 2020. Mr. Phelps has unpaid board fees of $125,000 and $65,000 at December 31, 2020 and 2019, respectively, which is included in amounts due to related parties. Mr. Phelps serves as the Company’s Chief Executive Officer with an annual salary of $240,000. As of December 31, 2020, Mr. Phelps had $160,000 in earned and unpaid compensation included in amounts due to related parties. Dr. Roscoe Moore, the chairman of the board of directors, is entitled to receive compensation of $5,000 a month for board fees. Dr. Moore has unpaid board fees of $155,250 and $95,250 at December 31, 2020 and 2019, respectively, which is included in amounts due to related parties. Dr. Moore had a note payable with a balance of $3,000 at December 31, 2020. Noreen Griffin, the Company’s former Chief Executive Officer, has unpaid cash compensation of $1,962,464 at December 31, 2020 and 2019, respectively, which is included in accrued payroll expenses. There was an additional $55,500 due to Mrs. Griffin at December 31, 2020 and 2019 related to certain benefits. During the fourth quarter of 2020, Ms. Griffin acquired a convertible note with a face amount of $454,032 and accrued unpaid interest of $243,569 from an existing noteholder of the Company. As of December 31, 2020, the principal and interest in this note was convertible into 96,889 commons shares. Subsequent to December 31, 2020, Ms. Griffin assigned 50% of the principal and unpaid interest to another investor of the Company. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events Subsequent to December 31, 2020, the Company received a notice of conversion of the May 4, 2020 convertible promissory note with a face value of $53,000 and $3,180 in accrued interest. In connection with this notice, the Company issued 5,402 in common stock on February 26, 2021 reflecting a conversion price of $10.40 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. We have identified the policies below as critical to our business operations and the understanding of its results of operations. The Company’s management has reviewed these critical accounting policies and related disclosures with the Company’s Board of Directors. The impact and any associated risks related to these policies on our business operations are discussed throughout this section where such policies affect our reported and expected financial results. |
Equity investment in Cytocom, Inc. | Equity investment in Cytocom, Inc. Prior to May 1, 2018, the Company consolidated Cytocom. On May 1, 2018, the Company entered into an amended and restated licensing agreement (the “Restated Agreement”) with Cytocom, Inc., in accordance with which the Company no longer has any ongoing obligations to pay for costs in connection with the assets of Cytocom. The Company deconsolidated Cytocom as of May 1, 2018, and accounts for its retained interest in Cytocom under the equity method of accounting, with the Company’s share of Cytocom’s earnings recorded in “loss from equity method investment” in the consolidated statements of operations. As the balance of the Company’s investment in Cytocom has been zero since December 31, 2018, no losses have been recognized during the year ended December 31, 2019. |
Leases | Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. At December 31, 2020 and 2019 the Company had no leases to which the standard applies. At December 31, 2020, the Company was a party to an agreement to a short-term operating lease for office space in Orlando, Florida. This agreement allows for cancellation with thirty days’ notice. Rental expense for the years ended December 31, 2020 and 2019 was $3,000 and $12,661 respectively. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from such estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents. The Company is exposed to credit risk, subject to federal deposit insurance, in the event of a default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. At December 31, 2020, the Company has no cash balances in excess of insured limits. |
Segment and Geographic Information | Segment and Geographic Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and does not segment the business for internal reporting or decision making. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with the reporting requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 825, “ Financial Instruments” |
Derivative Financial Instruments | Derivative Financial Instruments FASB ASC 815, Fair Value Measurements |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense as incurred and are comprised of fees paid to consultants and patent related costs. |
Income Taxes | Income Taxes The Company follows ASC Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The standard addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2020 and 2019, the Company does not have a liability for unrecognized tax uncertainties. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of December 31, 2020, and 2019, the Company has not accrued any interest or penalties related to uncertain tax positions. |
Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration | Stock-Based Compensation and Issuance of Stock for Non-Cash Consideration The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values equaling either the market value of the shares issued, or the value of consideration received, whichever is more readily determinable. Generally, the non-cash consideration pertains to services rendered by consultants and others and has been valued at the fair value of the Company’s common stock at the date of the agreement. The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC Topic 505-50, “ Equity-Based Payments to Non-Employees The Company did not grant any stock-based compensation awards during the years ended December 31, 2020 and 2019. |
Net Income (Loss) Per Share | Net Income (Loss) per Share Basic net income (loss) per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. The Company’s potentially dilutive securities, which include warrants and potential common shares issuable under certain convertible notes, have been included in the computation of diluted net income per share for the twelve-month period ended December 31, 2020. Net income per share, for the year ended December 31, 2020, was calculated by dividing the net loss by the weighted-average number of common share outstanding for the period determined using the treasury-stock method and the if-converted method. For the twelve-month period ended December 31, 2019, the potentially dilutive securities were excluded from the computation of diluted loss per share as the effect would be to reduce the net loss per common share. Therefore, the weighted-average common stock outstanding used to calculate both basic and diluted net loss per share for the year ended December 31, 2019. A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows: Net Income Weighted Average Per Share Amount Basic EPS Income available to common stockholders $ 1,588,617 461,190 $ 3.44 Diluted EPS Effect of warrants convertible into common stock 20,012,082 Potential shares purchasable using proceeds of warrants (4,629,476 ) Effect of convertible debt 142,247 103,677 Income available to common stockholders $ 1,730,864 15,947,473 $ 0.11 |
Recent Accounting Standards | Recent Accounting Standards During the year ended December 31, 2020, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Shares Outstanding | A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows: Net Income Weighted Average Per Share Amount Basic EPS Income available to common stockholders $ 1,588,617 461,190 $ 3.44 Diluted EPS Effect of warrants convertible into common stock 20,012,082 Potential shares purchasable using proceeds of warrants (4,629,476 ) Effect of convertible debt 142,247 103,677 Income available to common stockholders $ 1,730,864 15,947,473 $ 0.11 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fixed Assets: | |
Schedule of Fixed Assets | December 31, 2020 2019 Fixed assets: Computer equipment $ 13,213 $ 13,213 Less accumulated depreciation (13,213 ) (12,522 ) Fixed assets, net $ - $ 691 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes Payable at December 31, 2020 and 2019: December 31, 2020 2019 Promissory notes issued between December 2014 and January 2015. Lender earns interest at 10%, plus a pro-rata share of two percent of the Company’s gross receipts for sales of IRT-103-LDN in perpetuity. Notes were to be repaid in 36 monthly installments of principal and interest commencing no later than October 15, 2015. These notes are in default at. In connection with an August 16, 2020 agreement with Cytocom, $216,000 of the notes were assumed by Cytocom. $ 70,000 $ 286,000 Promissory notes issued between May 2015 and June 2016 and maturing between February 2017 and November 2018. Lenders earn interest at rates between 2% and 10%. In connection with an August 16, 2020 agreement with Cytocom, $476,494 of the notes were assumed by Cytocom. These notes are in default. $ 149,500 625,994 Promissory notes issued to a former officer of the Company in 2015 with a maturity of November 3, 2016 in settlement of accrued payroll, bearing interest at 10% and including a stock conversion feature. These notes were assumed by Cytocom in connection with the August 16, 2020 agreement. $ - 97,737 Promissory notes issued between July 2016 and December 2016. Lenders earn interest at 2%. The notes matured on December 31, 2017. These notes were assumed by Cytocom in connection with the August 16, 2020 agreement. $ - 206,000 Promissory notes aggregating $1,350,000 issued in 2016. The notes accrue interest at 2% and mature between November 2017 and December 2017. In connection with an August 16, 2020 agreement with Cytocom, $747,500 of the notes were assumed by Cytocom. These notes are in default. $ 606,500 1,354,000 Promissory notes aggregating $500,000 issued in 2017 accrue interest at 2% and mature between January 2018 and September 2018 In connection with an August 16, 2020 agreement with Cytocom, $295,000 of the notes outstanding at June 30, 2020 were assumed by Cytocom. These notes are in default. $ 205,000 500,000 Promissory notes aggregating $300,000 issued in 2017 accrue interest at 2% and mature in May 2018. In connection with an August 16, 2020 agreement with Cytocom, $150,000 of the notes were assumed by Cytocom. These notes are in default. $ 150,000 300,000 Promissory notes aggregating $191,800 issued in 2017 accrue interest at 2% and mature between August 2018 and September 2018. In connection with an August 16, 2020 agreement with Cytocom, $75,000 of the notes were assumed by Cytocom. These notes are in default. $ 116,800 191,800 Promissory note for $425,000 issued in October 2017 with an original issue discount of $70,000. The note is in default, giving the holder an option to convert the note to stock using the lowest value of the Company’s common stock 25 days prior to the conversion. In 2018, the defaults also resulted in certain penalties, as a result of which the principal amount of the note outstanding had increased to $454,032. $49,943 of accrued interest owed on the note has been converted to stock. The Company recognized a $1,200,129 derivative liability for remaining conversion right. On November 10, 2020, the noteholder entered into an agreement to sell all rights to the note to Global Reverb Corp., an entity wholly owned by the Company’s former Chief Executive Officer and director, Noreen Griffin. $ 454,032 454,032 Promissory notes aggregating $105,500 issued in 2017 accrue interest at 2%. At September 30, 2020, the notes were in default. $ 105,500 105,500 Promissory notes aggregating $47,975 issued in the 2018 accrue interest at 2% and mature between May 2018 and January 2019. These notes are in default. $ 47,975 47,975 Promissory notes aggregating $125,000 issued in 2018 accrue interest between 2% and 12% and mature between April 2018 and June 2018. These notes include warrants between 500,000 and 2,000,000 shares with an exercise price of $0.05. In connection with an August 16, 2020 agreement with Cytocom, these notes were assumed by Cytocom (the warrants remained with the Company). $ - 125,000 Promissory notes aggregating $65,000 issued in 2018 accrue interest at 2% and mature between July 2018 and October 2018. These notes include warrants between 1,000 and 5,000 shares with an exercise price of $5. These notes are in default. $ 65,000 65,000 Promissory notes aggregating $208,000 were issued in 2018, of which $3,000 were issued to a related party. The notes accrue interest at 2% and mature between August 2019 and January 2019. These notes include warrants between 60,000 and 500,000 shares with an exercise price of $0.05. In connection with an August 16, 2020 agreement with Cytocom, $80,000 of the notes outstanding were assumed by Cytocom. These notes are in default. $ 118,000 198,000 Promissory notes aggregating $533,855 were issued in 2018, of which $210,000 is to a related party. The notes accrue interest at 2% and mature between January 2019 and November 2019. These notes include warrants between 200 and 39,500 shares with an exercise price of $5 to $40. In connection with an August 16, 2020 agreement with Cytocom, $210,000 of the notes were assumed by Cytocom. These notes are in default. $ 323,855 533,855 Promissory note for $23,000 issued to a related party in the first quarter of 2019. The note accrues interest at 2% and matured during July 2019. The note includes warrants for 4,600 shares with an exercise price of $5. The note is in default. $ 23,000 23,000 Promissory note for $231,478 issued in the first quarter of 2019. The note accrues interest at 6% and matured in February 2020. The note is in default. $ 231,478 231,478 Promissory notes for $50,000 issued in the second quarter of 2019 accrues interest at 2% and matured in July 2019. The notes include warrants for 10,000 shares with an exercise price of $5. In connection with an August 16, 2020 agreement with Cytocom, $40,000 of the notes were assumed by Cytocom. The note is in default. $ 10,000 50,000 Promissory note in the amount of $150,000 issued on October 2019 for the settlement of outstanding debt in the same amount. The note accrues interest at 15% per annum, with $1,875 due in monthly interest payments, and matures on April 30, 2021. $ 150,000 150,000 Promissory note in the amount of $53,000 issued in the third quarter of 2020 accrues interest at 12% and matures in August 2021. The Company recognized a $54,312 derivative liability for the conversion rights attached to the note as of December 31, 2020. $ 53,000 - 2,879,640 5,545,371 Less: Original issue discount on notes payable and warrants issued with notes. (34,789 ) - Total $ 2,844,851 $ 5,545,371 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Estimated Fair Value of Derivative Liability Valuation Assumptions | The Company estimated the fair value of the derivative liability using the binomial option pricing model on December 31, 2020. The Black-Scholes option pricing model was used to determine the fair market value of the liability as of December 31, 2019. Year End Year Ended December 31, 2019 Volatility 178.65 % 165.62 % Risk-free interest rate 1.0 % 1.96 % Expected dividends na na Expected term (years) .25 - 1.00 1 |
Schedule of Valuation of Financial Instruments | The following schedule summarizes the valuation of financial instruments at fair value in the balance sheets as of December 31, 2020: Fair Value Measurements as of Level 1 Level 2 Level 3 Assets Total assets - - - Liabilities Conversion option derivative liability - - 1,254,444 Total liabilities $ - $ - $ 1,254,444 The following schedule summarizes the valuation of financial instruments at fair value in the balance sheets as of December 31, 2019: Fair Value Measurements as of Level 1 Level 2 Level 3 Assets Total assets - - - Liabilities Conversion option derivative liability - - 798,126 Total liabilities $ - $ - $ 798,126 |
Schedule of Reconciliation of Changes in the Fair Value of Derivative Liabilities | The following table sets forth a reconciliation of changes in the fair value of derivative liabilities classified as Level 3 in the fair value hierarchy: Significant Balance January 1, 2019 $ 786,706 Change in fair value 46,745 Partial settlement of liability (35,325 ) Balance December 31, 2019 798,126 Additions 361,116 Change in fair value 375,584 Conversion of notes to common stock (280,382 ) Ending balance $ 1,254,444 |
Common Stock and Common Stock_2
Common Stock and Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Outstanding Warrants | A summary of outstanding warrants as of December 31, 2020 follows: Expiration Date Number of Shares Exercise Price Remaining Life (years) First Quarter 2021 12,600 $ 200 .25 Second Quarter 2021 5,812 $ 14-200 .50 Third Quarter 2021 5,167 $ 30-200 .75 Fourth Quarter 2021 300 $ 100 1.00 First Quarter 2022 150 $ 200 1.25 Second Quarter 2022 1,750 $ 150 1.50 Third Quarter 2022 1,650 $ 50-100 1.75 Fourth Quarter 2022 9,811 $ 80-290 2.00 First Quarter 2023 1,204,000 $ 0.05-40 2.25 Second Quarter 2023 802,000 $ 0.05-200 2.50 Third Quarter 2023 7,521,500 $ 0.05-100 2.75 Fourth Quarter 2023 6,024,300 $ 0.05-0.20 3.00 First Quarter 2024 3,660,000 $ 0.05 3.25 Second Quarter 2024 800,000 $ 5.00 3.50 Third Quarter 2028 3,000 $ 70 8.00 Second Quarter 2032 28,995 $ 10-70 11.75 20,081,035 $ 0.05-200 |
Schedule of Outstanding Stock Warrants | Following is a summary of outstanding stock warrants activity for the twelve months ended December 31, 2020: Number of Exercise Weighted Warrants as of December 31, 2018 20,083,348 $ .05-3740 $ 0.09 Issued 15 $ 5 $ 0.005 Expired and forfeited (28 ) $ 50-3740 $ 0.54 Exercised $ - $ Warrants as of December 31, 2019 20,083,335 $ 0.05-500 $ 4.21 Issued - $ $ Expired and forfeited (2,300 ) $ 100-500 $ 195.65 Exercised - $ $ Warrants as of December 31, 2020 20,081,035 $ 0.05-200 $ 4.22 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Deferred tax assets: 2020 2019 Net operating losses $ 19,892,000 $ 20,346,000 Stock based compensation 39,284,000 39,284,000 Amortization, depreciation, and impairment 4,178,000 4,178,000 Capitalization of start-up costs for tax purposes 1,145,000 1,145,000 Gain/(loss) on conversion of debt 713,000 713,000 Total deferred tax assets 65,212,000 65,666,000 Valuation allowance (65,212,000 ) (65,666,000 ) Total deferred tax assets, net $ - $ - |
Schedule of Income Taxes Net Operating Loss | For the year ended December 31, 2020 2019 Statutory federal tax rate 21.00 % 21.00 % Permanent differences 4.94 % - Prior period adjustment 2.63 % - Valuation allowance (28.57 )% (21.00 )% Provision for income taxes - - |
Licenses and Supply Agreements
Licenses and Supply Agreements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Consideration | Consideration for February 28, 2020 License to Forte Consideration Assumption of: Notes in Default. $ 1,787,706 Accounts payable and accruals 261,706 Past Due Employee Obligations 990,201 Total Consideration to be Recognize Upon Execution $ 3,039,613 Consideration for May 13, 2020 License to Cytocom Consideration Assumption of: Notes in Default. $ 3,038,107 Accounts payable and accruals 105,123 Past Due Employee Obligations 1,110,567 Total anticipated Consideration $ 5,200,797 Recognized through December31, 2020 (3,314,333 ) To Be Recognized upon Execution $ 1,888,464 |
Schedule of Milestone Payment | Event Milestone Payment* Successful MUMS Designation $ 100,000 Successful Conditional Approval $ 100,000 |
Schedule of Royalty Rate | Annual Sales of Royalty Qualifying Licensed Products Royalty Rate <$500,000,000 2% 500,000,000 to < $1,000,000,000 4% > $1,000,000,000) 6% |
Organization and Description _2
Organization and Description of Business (Details Narrative) - USD ($) | Jun. 04, 2018 | May 01, 2018 | Oct. 31, 2019 | Dec. 31, 2014 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 08, 2019 | Dec. 31, 2018 |
Net loss attributable to common shareholders | $ 1,588,617 | $ (3,396,658) | ||||||
Notes payable and accrued interest assumed by related party | 3,502,280 | |||||||
Stockholder's deficit | $ (11,666,981) | $ (13,688,621) | $ (11,250,638) | |||||
Date of incorporation | Dec. 2, 1993 | |||||||
Entity incorporation, state or country code | FL | |||||||
Reverse stock split | A 1 for 1,000 reverse stock split ("Reverse") was approved by over 55% of the shareholders in 2019. | |||||||
Licensing Agreement [Member] | ||||||||
Ownership percentage | 15.57% | |||||||
Original Restructuring Strategy [Member] | Series D Preferred Equity [Member] | ||||||||
Reverse stock split | 1- for 1000 reverse stock split | |||||||
Cytocom Inc., [Member] | ||||||||
Royalty percentage | 5.00% | |||||||
Cytocom Inc., [Member] | Restated Agreement [Member] | ||||||||
Ownership percentage | 13.50% | |||||||
Cytocom Inc., [Member] | Stock Purchase Agreement [Member] | ||||||||
Face amount of debt conversion | $ 4,000,000 | |||||||
Percentage of common stock issued in exchange of debt | 10.00% | |||||||
Cytocom Inc., [Member] | Maximum [Member] | Restated Agreement [Member] | ||||||||
Royalty percentage | 5.00% | |||||||
Cytocom Inc., [Member] | Minimum [Member] | Restated Agreement [Member] | ||||||||
Royalty percentage | 1.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020USD ($)Segmentsshares | Dec. 31, 2019USD ($)shares | |
Revenue | ||
Rental Expenses | 3,000 | 12,661 |
Federal deposit insurance corporation value | $ 250,000 | |
Number of operating segment | Segments | 1 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | ||
Share-based Payment Award, Number of Shares Available for Grant | shares | ||
Minimum [Member] | ||
Property and equipment useful lives | 3 years | |
Maximum [Member] | ||
Property and equipment useful lives | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Weighted Average Shares Outstanding (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Income available to common stockholders | $ 1,588,617 | |
Weighted average common shares, basic | 461,190 | 447,530 |
Basic earnings per share | $ 3.44 | $ (7.59) |
Effect of convertible debt | $ 142,247 | |
Income available to common stockholders, diluted | $ 1,730,864 | |
Effect of warrants convertible into common stock | 20,012,082 | |
Potential shares purchasable using proceeds of warrants | (4,629,476) | |
Effect of convertible debt | 103,677 | |
Weighted average common shares, diluted | 15,947,473 | |
Diluted earnings per share | $ 0.11 | $ 0.11 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum [Member] | |
Property and equipment useful lives | 3 years |
Maximum [Member] | |
Property and equipment useful lives | 5 years |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fixed Assets: | ||
Computer equipment | $ 13,213 | $ 13,213 |
Less accumulated depreciation | (13,213) | (12,522) |
Fixed assets, net | $ 691 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Sep. 30, 2020USD ($) | Mar. 30, 2020USD ($)TradingDays | Oct. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)TradingDays | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)shares | Mar. 31, 2020 |
Proceeds from issuance of notes payable | $ 197,000 | |||||||
Notes payable | $ 2,728,731 | $ 2,879,640 | $ 2,728,731 | 2,879,640 | 5,545,371 | |||
Principal amount | 100,000 | |||||||
Accrued unpaid interest and default penalties | 635,217 | 899,904 | ||||||
Debt conversion shares issued value | 62,435 | |||||||
Due to related parties | $ 596,850 | |||||||
Cytocom Inc., [Member] | ||||||||
Principal amount | 2,728,731 | 2,728,731 | ||||||
Debt, accrued interest | 495,409 | |||||||
Convertible Promissory Note [Member] | Redstart Holdings Corp [Member] | ||||||||
Principal amount | $ 53,000 | |||||||
Note matures date | Mar. 30, 2021 | |||||||
Percentage of interest rate per annum | 12.00% | 22.00% | ||||||
Debt instrument convertible, percentage of stock price trigger | 61.00% | |||||||
Trading days | TradingDays | 20 | |||||||
Debt, accrued interest | $ 3,180 | |||||||
Debt conversion shares issued | shares | 6,893 | |||||||
Shares issued, price per share | $ / shares | $ 8.15 | |||||||
Convertible Promissory Notes [Member] | Geneva Roth Remark Holdings Corp [Member] | ||||||||
Principal amount | $ 144,000 | 53,000 | $ 144,000 | $ 53,000 | ||||
Note matures date | Aug. 13, 2021 | |||||||
Percentage of interest rate per annum | 12.00% | 12.00% | ||||||
Debt instrument convertible, percentage of stock price trigger | 61.00% | |||||||
Trading days | TradingDays | 20 | |||||||
Debt, accrued interest | $ 5,460 | |||||||
Debt conversion shares issued | shares | 12,034 | |||||||
Shares issued, price per share | $ / shares | $ 8.02 | $ 8.02 | ||||||
Debt conversion, original amount | $ 91,000 | |||||||
Debt conversion, description | The Company has agreed to reserve from its authorized and unissued common stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of common stock upon the full conversion of the outstanding $53,000 Note. The Company is also required to have authorized and reserved six times the number of shares that would be issuable upon full conversion of the Note. As of December 31, 2020, the Company had reserved 5,401,923 shares for this instrument. | |||||||
Promissory Notes [Member] | ||||||||
Debt conversion shares issued | shares | 18,255 | |||||||
Debt conversion, original amount | $ 62,435 | |||||||
Debt conversion shares issued value | $ 78,500 | |||||||
Shareholders [Member] | ||||||||
Notes payable | $ 1,639,275 | $ 1,639,275 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Total | $ 2,879,640 | $ 2,728,731 | $ 5,545,371 |
Less: Original issue discount on notes payable and warrants issued with notes | (34,789) | ||
Notes payable | 2,844,851 | 5,545,371 | |
Notes Payable One [Member] | |||
Total | 70,000 | 286,000 | |
Notes Payable Two [Member] | |||
Total | 149,500 | 625,994 | |
Notes Payable Three [Member] | |||
Total | 97,737 | ||
Notes Payable Four [Member] | |||
Total | 206,000 | ||
Notes Payable Five [Member] | |||
Total | 606,500 | 1,354,000 | |
Notes Payable Six [Member] | |||
Total | 205,000 | 500,000 | |
Notes Payable Seven [Member] | |||
Total | 150,000 | 300,000 | |
Notes Payable Eight [Member] | |||
Total | 116,800 | 191,800 | |
Notes Payable Nine [Member] | |||
Total | 454,032 | 454,032 | |
Notes Payable Ten [Member] | |||
Total | 105,500 | 105,500 | |
Notes Payable Eleven [Member] | |||
Total | 47,975 | 47,975 | |
Notes Payable Twelve [Member] | |||
Total | 125,000 | ||
Notes Payable Thirteen [Member] | |||
Total | 65,000 | 65,000 | |
Notes Payable Fourteen [Member] | |||
Total | 118,000 | 198,000 | |
Notes Payable Fifteen [Member] | |||
Total | 323,855 | 533,855 | |
Notes Payable Sixteen [Member] | |||
Total | 23,000 | 23,000 | |
Notes Payable Seventeen [Member] | |||
Total | 231,478 | 231,478 | |
Notes Payable Eighteen [Member] | |||
Total | 10,000 | 50,000 | |
Notes Payable Nineteen [Member] | |||
Total | 150,000 | 150,000 | |
Notes Payable Twenty [Member] | |||
Total | $ 53,000 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Oct. 30, 2019USD ($) | Jan. 31, 2015Installments | Sep. 30, 2020USD ($) | Jun. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015 | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2019USD ($) | Oct. 31, 2017USD ($) | Jun. 30, 2016 | |
Note payable | $ 2,844,851 | $ 5,545,371 | ||||||||||||||
Maximum amount raise in debt | 100,000 | |||||||||||||||
Accrued interest | 635,217 | $ 899,904 | ||||||||||||||
Cytocom Inc., [Member] | ||||||||||||||||
Maximum amount raise in debt | $ 2,728,731 | |||||||||||||||
Notes Payable One [Member] | ||||||||||||||||
Percentage of interest rate per annum | 10.00% | |||||||||||||||
Number of installments, months | Installments | 36 | |||||||||||||||
Notes Payable One [Member] | Cytocom Inc., [Member] | ||||||||||||||||
Note payable | 216,000 | |||||||||||||||
Notes Payable Two [Member] | Lenders [Member] | Minimum [Member] | ||||||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||||||
Notes Payable Two [Member] | Lenders [Member] | Maximum [Member] | ||||||||||||||||
Percentage of interest rate per annum | 10.00% | |||||||||||||||
Notes Payable Two [Member] | Cytocom Inc., [Member] | ||||||||||||||||
Note payable | 476,494 | |||||||||||||||
Notes Payable Three [Member] | ||||||||||||||||
Percentage of interest rate per annum | 10.00% | |||||||||||||||
Note matures date | Nov. 3, 2016 | |||||||||||||||
Notes Payable Four [Member] | Lenders [Member] | ||||||||||||||||
Percentage of interest rate per annum | 2.00% | 2.00% | ||||||||||||||
Note matures date | Dec. 31, 2017 | |||||||||||||||
Notes Payable Five [Member] | ||||||||||||||||
Percentage of interest rate per annum | 2.00% | 2.00% | ||||||||||||||
Debt instrument maturity date description | November 2017 and December 2017 | |||||||||||||||
Notes aggregating default amount | $ 1,350,000 | $ 1,350,000 | ||||||||||||||
Notes Payable Five [Member] | Cytocom Inc., [Member] | ||||||||||||||||
Note payable | 747,500 | |||||||||||||||
Notes Payable Six [Member] | ||||||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||||||
Debt instrument maturity date description | January 2018 and September 2018 | |||||||||||||||
Notes aggregating default amount | $ 500,000 | |||||||||||||||
Notes Payable Six [Member] | Cytocom Inc., [Member] | ||||||||||||||||
Note payable | $ 295,000 | |||||||||||||||
Notes Payable Seven [Member] | ||||||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||||||
Debt instrument maturity date description | May 2018 | |||||||||||||||
Notes aggregating default amount | $ 300,000 | |||||||||||||||
Notes Payable Seven [Member] | Cytocom Inc., [Member] | ||||||||||||||||
Note payable | 150,000 | |||||||||||||||
Notes Payable Eight [Member] | ||||||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||||||
Debt instrument maturity date description | August 2018 and September 2018 | |||||||||||||||
Notes aggregating default amount | $ 191,800 | |||||||||||||||
Notes Payable Eight [Member] | Cytocom Inc., [Member] | ||||||||||||||||
Note payable | 75,000 | |||||||||||||||
Notes Payable Nine [Member] | ||||||||||||||||
Maximum amount raise in debt | 454,032 | |||||||||||||||
Accrued interest | 49,943 | |||||||||||||||
Notes aggregating default amount | $ 425,000 | |||||||||||||||
Original issuance discount | $ 70,000 | |||||||||||||||
Derivative liability | 1,200,129 | |||||||||||||||
Notes Payable Ten [Member] | ||||||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||||||
Notes aggregating default amount | $ 105,500 | |||||||||||||||
Notes Payable Eleven [Member] | ||||||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||||||
Debt instrument maturity date description | May 2018 and January 2019 | |||||||||||||||
Notes aggregating default amount | $ 47,975 | |||||||||||||||
Notes Payable Twelve [Member] | ||||||||||||||||
Debt instrument maturity date description | April 2018 and June 2018 | |||||||||||||||
Notes aggregating default amount | $ 125,000 | |||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.5 | |||||||||||||||
Notes Payable Twelve [Member] | Minimum [Member] | ||||||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||||||
Number of warrants | shares | 500,000 | |||||||||||||||
Notes Payable Twelve [Member] | Maximum [Member] | ||||||||||||||||
Percentage of interest rate per annum | 12.00% | |||||||||||||||
Number of warrants | shares | 2,000,000 | |||||||||||||||
Notes Payable Thirteen [Member] | ||||||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||||||
Debt instrument maturity date description | July 2018 and October 2018 | |||||||||||||||
Notes aggregating default amount | $ 65,000 | |||||||||||||||
Warrant exercise price per share | $ / shares | $ 5 | |||||||||||||||
Notes Payable Thirteen [Member] | Minimum [Member] | ||||||||||||||||
Number of warrants | shares | 1,000 | |||||||||||||||
Notes Payable Thirteen [Member] | Maximum [Member] | ||||||||||||||||
Number of warrants | shares | 5,000 | |||||||||||||||
Notes Payable Fourteen [Member] | ||||||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||||||
Debt instrument maturity date description | August 2019 and January 2019 | |||||||||||||||
Notes aggregating default amount | $ 208,000 | |||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.05 | |||||||||||||||
Notes Payable Fourteen [Member] | Minimum [Member] | ||||||||||||||||
Number of warrants | shares | 60,000 | |||||||||||||||
Notes Payable Fourteen [Member] | Maximum [Member] | ||||||||||||||||
Number of warrants | shares | 500,000 | |||||||||||||||
Notes Payable Fourteen [Member] | Related Party [Member] | ||||||||||||||||
Notes aggregating default amount | $ 3,000 | |||||||||||||||
Notes Payable Fourteen [Member] | Cytocom Inc., [Member] | ||||||||||||||||
Note payable | 80,000 | |||||||||||||||
Notes Payable Fifteen [Member] | ||||||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||||||
Debt instrument maturity date description | January 2019 and November 2019 | |||||||||||||||
Notes aggregating default amount | $ 533,855 | |||||||||||||||
Notes Payable Fifteen [Member] | Minimum [Member] | ||||||||||||||||
Number of warrants | shares | 200 | |||||||||||||||
Warrant exercise price per share | $ / shares | $ 5 | |||||||||||||||
Notes Payable Fifteen [Member] | Maximum [Member] | ||||||||||||||||
Number of warrants | shares | 39,500 | |||||||||||||||
Warrant exercise price per share | $ / shares | $ 40 | |||||||||||||||
Notes Payable Fifteen [Member] | Related Party [Member] | ||||||||||||||||
Notes aggregating default amount | $ 210,000 | |||||||||||||||
Notes Payable Fifteen [Member] | Cytocom Inc., [Member] | ||||||||||||||||
Note payable | $ 210,000 | |||||||||||||||
Notes Payable Sixteen [Member] | ||||||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||||||
Note matures date | Jul. 31, 2019 | |||||||||||||||
Notes aggregating default amount | $ 23,000 | |||||||||||||||
Number of warrants | shares | 4,600 | |||||||||||||||
Warrant exercise price per share | $ / shares | $ 5 | |||||||||||||||
Notes Payable Seventeen [Member] | ||||||||||||||||
Percentage of interest rate per annum | 6.00% | |||||||||||||||
Note matures date | Feb. 29, 2020 | |||||||||||||||
Notes aggregating default amount | $ 231,478 | |||||||||||||||
Notes Payable Eighteen [Member] | ||||||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||||||
Debt instrument maturity date description | July 2019 | |||||||||||||||
Notes aggregating default amount | $ 50,000 | |||||||||||||||
Number of warrants | shares | 10,000 | |||||||||||||||
Warrant exercise price per share | $ / shares | $ 5 | |||||||||||||||
Notes Payable Eighteen [Member] | Cytocom Inc., [Member] | ||||||||||||||||
Note payable | $ 40,000 | |||||||||||||||
Notes Payable Nineteen [Member] | ||||||||||||||||
Percentage of interest rate per annum | 15.00% | |||||||||||||||
Note matures date | Apr. 30, 2021 | |||||||||||||||
Notes aggregating default amount | $ 150,000 | |||||||||||||||
Debt instrument, periodic payment, principal | $ 1,875 | |||||||||||||||
Notes Payable Twenty [Member] | ||||||||||||||||
Percentage of interest rate per annum | 12.00% | |||||||||||||||
Note matures date | Aug. 31, 2021 | |||||||||||||||
Notes aggregating default amount | $ 53,000 | |||||||||||||||
Derivative liability | $ 54,312 |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities | $ 1,254,444 | $ 798,126 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Estimated Fair Value of Derivative Liability Valuation Assumptions (Details) - Black-Scholes Option Pricing Model [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Volatility [Member] | ||
Fair value assumptions, measurement input, percentages | 178.65 | 165.62 |
Risk-Free Interest Rate [Member] | ||
Fair value assumptions, measurement input, percentages | 1 | 1.96 |
Expected Dividends [Member] | ||
Fair value assumptions, measurement input, percentages | 0 | 0 |
Expected Term (Years) [Member] | ||
Fair value assumptions, measurement input, term | 1 year | |
Expected Term (Years) [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, term | 2 months 30 days | |
Expected Term (Years) [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, term | 1 year |
Derivative Liability - Schedu_2
Derivative Liability - Schedule of Valuation of Financial Instruments (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total liabilities | $ 11,677,152 | $ 13,694,437 |
Level 1 [Member] | ||
Total assets | ||
Conversion option derivative liability | ||
Total liabilities | ||
Level 2 [Member] | ||
Total assets | ||
Conversion option derivative liability | ||
Total liabilities | ||
Level 3 [Member] | ||
Total assets | ||
Conversion option derivative liability | 1,254,444 | 798,126 |
Total liabilities | $ 1,254,444 | $ 798,126 |
Derivative Liability - Schedu_3
Derivative Liability - Schedule of Reconciliation of Changes in the Fair Value of Derivative Liabilities (Details) - Level 3 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative liabilities beginning balance | $ 798,126 | $ 786,706 |
Additions | 361,116 | |
Change in fair value | 375,584 | 46,745 |
Conversion of notes to common stock | (280,382) | (35,325) |
Derivative liabilities ending balance | $ 1,254,444 | $ 798,126 |
Common Stock and Common Stock_3
Common Stock and Common Stock Warrants (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Common stock, shares authorized | 500,000,000 | 750,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 457,578 | 476,504 |
Reverse stock split, description | A 1 for 1,000 reverse stock split ("Reverse") was approved by over 55% of the shareholders in 2019. |
Common Stock and Common Stock_4
Common Stock and Common Stock Warrants - Summary of Outstanding Warrants (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of Shares | shares | 20,081,035 |
Exercise Price Lower Limit | $ 0.05 |
Exercise Price Upper Limit | $ 200 |
First Quarter 2021 [Member] | |
Number of Shares | shares | 12,600 |
Exercise Price Upper Limit | $ 200 |
Remaining Life (years) | 9 months |
Second Quarter 2021 [Member] | |
Number of Shares | shares | 5,812 |
Exercise Price Lower Limit | $ 14 |
Exercise Price Upper Limit | $ 200 |
Remaining Life (years) | 6 months |
Third Quarter 2021 [Member] | |
Number of Shares | shares | 5,167 |
Exercise Price Lower Limit | $ 30 |
Exercise Price Upper Limit | $ 200 |
Remaining Life (years) | 9 months |
Fourth Quarter 2021 [Member] | |
Number of Shares | shares | 300 |
Exercise Price Upper Limit | $ 100 |
Remaining Life (years) | 1 year |
First Quarter 2022 [Member] | |
Number of Shares | shares | 150 |
Exercise Price Upper Limit | $ 200 |
Remaining Life (years) | 1 year 2 months 30 days |
Second Quarter 2022 [Member] | |
Number of Shares | shares | 1,750 |
Exercise Price Upper Limit | $ 150 |
Remaining Life (years) | 1 year 6 months |
Third Quarter 2022 [Member] | |
Number of Shares | shares | 1,650 |
Exercise Price Lower Limit | $ 50 |
Exercise Price Upper Limit | $ 100 |
Remaining Life (years) | 1 year 9 months |
Fourth Quarter 2022 [Member] | |
Number of Shares | shares | 9,811 |
Exercise Price Lower Limit | $ 80 |
Exercise Price Upper Limit | $ 290 |
Remaining Life (years) | 2 years |
First Quarter 2023 [Member] | |
Number of Shares | shares | 1,204,000 |
Exercise Price Lower Limit | $ 0.05 |
Exercise Price Upper Limit | $ 40 |
Remaining Life (years) | 2 years 2 months 30 days |
Second Quarter 2023 [Member] | |
Number of Shares | shares | 802,000 |
Exercise Price Lower Limit | $ 0.05 |
Exercise Price Upper Limit | $ 200 |
Remaining Life (years) | 2 years 6 months |
Third Quarter 2023 [Member] | |
Number of Shares | shares | 7,521,500 |
Exercise Price Lower Limit | $ 0.05 |
Exercise Price Upper Limit | $ 100 |
Remaining Life (years) | 2 years 9 months |
Fourth Quarter 2023 [Member] | |
Number of Shares | shares | 6,024,300 |
Exercise Price Lower Limit | $ 0.05 |
Exercise Price Upper Limit | $ 0.20 |
Remaining Life (years) | 3 years |
First Quarter 2024 [Member] | |
Number of Shares | shares | 3,660,000 |
Exercise Price Upper Limit | $ 0.05 |
Remaining Life (years) | 3 years 2 months 30 days |
Second Quarter 2024 [Member] | |
Number of Shares | shares | 800,000 |
Exercise Price Upper Limit | $ 5 |
Remaining Life (years) | 3 years 6 months |
Third Quarter 2028 [Member] | |
Number of Shares | shares | 3,000 |
Exercise Price Upper Limit | $ 70 |
Remaining Life (years) | 8 years |
Second Quarter 2032 [Member] | |
Number of Shares | shares | 28,995 |
Exercise Price Lower Limit | $ 10 |
Exercise Price Upper Limit | $ 70 |
Remaining Life (years) | 11 years 9 months |
Common Stock and Common Stock_5
Common Stock and Common Stock Warrants - Schedule of Outstanding Stock Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares Warrants, Beginning balance | 20,083,335 | 20,083,348 |
Number of Shares Warrants, Issued | 15 | |
Number of Shares Warrants, Expired and forfeited | (2,300) | (28) |
Number of Shares Warrants, Exercised | ||
Number of Shares Warrants, Ending balance | 20,081,035 | 20,083,335 |
Exercise Price, Beginning balance | $ 500 | |
Exercise Price, Issued | 5 | |
Exercise Price, Exercised | ||
Weighted Average Price, Beginning balance | 4.21 | 0.09 |
Weighted Average Price, Issued | 0.005 | |
Weighted Average Price, Expired and forfeited | 195.65 | 0.54 |
Weighted Average Price, Exercised | ||
Weighted Average Price, Ending balance | 4.22 | 4.21 |
Minimum [Member] | ||
Exercise Price, Beginning balance | 0.05 | 0.05 |
Exercise Price, Expired and forfeited | 100 | 50 |
Exercise Price, Ending balance | 0.05 | 0.05 |
Maximum [Member] | ||
Exercise Price, Beginning balance | 500 | 3,740 |
Exercise Price, Expired and forfeited | 500 | 3,740 |
Exercise Price, Ending balance | $ 200 | $ 500 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax expense | ||
Operating loss carryforwards | $ 99,724,000 | |
Operating loss carryforwards expire date | Dec. 31, 2033 | |
Operating Loss Carryforwards, Limitations on Use | $27,227,000 will be limited to 80% of taxable income but will not expire. | |
Expire in 2033 [Member] | ||
Operating loss carryforwards | $ 70,497,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 19,892,000 | $ 20,346,000 |
Stock based compensation | 39,284,000 | 39,284,000 |
Amortization, depreciation, and impairment | 4,178,000 | 4,178,000 |
Capitalization of start-up costs for tax purposes | 1,145,000 | 1,145,000 |
Gain/(loss) on conversion of debt | 713,000 | 713,000 |
Total deferred tax assets | 65,212,000 | 65,666,000 |
Valuation allowance | (65,212,000) | (65,666,000) |
Total deferred tax assets, net |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Taxes Net Operating Loss (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal tax rate | 21.00% | 21.00% |
Permanent differences | 4.94% | |
Prior period adjustment | 2.63% | |
Valuation allowance | (28.57%) | (21.00%) |
Provision for income taxes |
Licenses and Supply Agreement_2
Licenses and Supply Agreements (Details Narrative) - USD ($) | Feb. 27, 2020 | May 01, 2018 | Dec. 31, 2014 | Dec. 31, 2020 | Dec. 31, 2019 |
Settlement of debt | $ 3,502,280 | ||||
Cato Research Ltd [Member] | |||||
Outstanding accounts payable | 330,552 | ||||
Penn State University [Member] | |||||
Outstanding accounts payable | 400,065 | ||||
Forte Biotechnology International Corp [Member] | |||||
Initial License Fee | $ 3,039,599 | ||||
Forte Biotechnology International Corp [Member] | License Agreement [Member] | |||||
Initial License Fee | $ 3,740,746 | ||||
Royalty term | 15 years | ||||
Cytocom Inc., [Member] | |||||
Royalty percentage | 5.00% | ||||
Cytocom Inc., [Member] | Restated Agreement [Member] | |||||
Equity interest percentage | 13.50% | ||||
Settlement of debt | $ 382,308 | ||||
Cytocom Inc., [Member] | Restated Agreement [Member] | Maximum [Member] | |||||
Royalty percentage | 5.00% | ||||
Cytocom Inc., [Member] | Restated Agreement [Member] | Minimum [Member] | |||||
Royalty percentage | 1.00% |
Licenses and Supply Agreement_3
Licenses and Supply Agreements - Schedule of Consideration (Details) - USD ($) | May 13, 2020 | Feb. 28, 2020 |
Forte Biotechnology International Corp [Member] | ||
Notes in Default. | $ 1,787,706 | |
Accounts payable and accruals | 261,706 | |
Past Due Employee Obligations | 990,201 | |
Total Consideration to be Recognize Upon Execution | $ 3,039,613 | |
Cytocom Inc., [Member] | ||
Notes in Default. | $ 3,038,107 | |
Accounts payable and accruals | 105,123 | |
Past Due Employee Obligations | 1,110,567 | |
Total anticipated Consideration | 5,200,797 | |
Recognized through December31, 2020 | (3,314,333) | |
Total Consideration to be Recognize Upon Execution | $ 1,888,464 |
Licenses and Supply Agreement_4
Licenses and Supply Agreements - Schedule of Milestone Payment (Details) | Feb. 27, 2021USD ($) |
Successful MUMS Designation [Member] | |
Milestone Payment | $ 100,000 |
Successful Conditional Approval [Member] | |
Milestone Payment | $ 100,000 |
Licenses and Supply Agreement_5
Licenses and Supply Agreements - Schedule of Royalty Rate (Details) | Feb. 27, 2020 |
Less than $500,000,000 [Member] | |
Royalty Rate | 2.00% |
500,000,000 to Less than $1,000,000,000 [Member] | |
Royalty Rate | 4.00% |
Greater than $1,000,000,000 [Member] | |
Royalty Rate | 6.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended |
Oct. 31, 2013 | |
AHAR Pharma [Member] | |
Distribution agreement, description | The Company is obligated to provide delivery of an initial supply of between 1 million and 1.5 million doses of Lodonal™ product to cover AHAR Pharma's first-year purchase commitment. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | |
Due to related party | $ 531,420 | $ 48,217 | |
Notes payable | 2,879,640 | 5,545,371 | $ 2,728,731 |
Kevin Phelps [Member] | |||
Officers Compensation | 5,000 | ||
Unpaid cash compensation | 125,000 | 65,000 | |
Cash compensation received | 160,000 | ||
Accrued compensation | 240,000 | ||
Roscoe Moore [Member] | |||
Officers Compensation | 5,000 | ||
Accrued compensation | 155,250 | 95,250 | |
Notes payable | 3,000 | ||
Noreen Griffin [Member] | |||
Unpaid cash compensation | 1,962,464 | 1,962,464 | |
Due to related party | 55,500 | $ 55,500 | |
Face amount of debt conversion | 454,032 | ||
Accrued interests | $ 243,569 | ||
Debt conversion shares issued | 96,889 | ||
Debt Conversion, Description | Ms. Griffin assigned 50% of the principal and unpaid interest to another investor of the Company. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Apr. 14, 2021USD ($)$ / sharesshares |
Debt conversion shares issued | shares | 5,402 |
Common stock price per share | $ / shares | $ 10.40 |
May 4, 2020 Convertible Promissory Note [Member] | |
Face amount of debt converted | $ 53,000 |
Accrued interest | $ 3,180 |