Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Immune Therapeutics, Inc. | |
Entity Central Index Key | 0001559356 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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 | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 481,906 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 11,658 | $ 9,971 |
Total current assets | 11,658 | 9,971 |
Deposits | 253 | 200 |
Total assets | 11,911 | 10,171 |
Current Liabilities: | ||
Accounts payable | 2,710,589 | 2,562,515 |
Accrued payroll | 3,627,648 | 3,627,648 |
Accrued interest | 453,782 | 635,217 |
Accrued liabilities | 267,557 | 221,057 |
Payables due to related parties | 626,010 | 531,420 |
Notes payable, net of debt discount | 3,070,208 | 2,844,851 |
Derivative liability | 1,254,444 | |
Total current liabilities | 10,755,794 | 11,677,151 |
Total liabilities | 10,755,794 | 11,677,152 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Common stock - par value $0.0001; 750,000,000 shares authorized; 481,906 and 476,504 shares issued and outstanding respectively | 49 | 48 |
Additional paid in capital | 371,473,810 | 371,341,120 |
Stock issuances due | 10,303 | 10,303 |
Accumulated deficit | (382,228,045) | (383,018,452) |
Total stockholders' deficit | (10,743,883) | (11,666,981) |
Total liabilities and stockholders' deficit | $ 11,911 | $ 10,171 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 481,906 | 476,504 |
Common stock, shares outstanding | 481,906 | 476,504 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses: | ||
Selling, general and administrative | $ 138,726 | $ 363,637 |
Research and development expense | 148,693 | 31,509 |
Depreciation and amortization expense | 159 | |
Total operating expenses | (287,419) | (395,305) |
Loss from operations | (287,419) | (395,305) |
Other income (expense): | ||
Interest expense | (100,404) | (86,185) |
Gain (loss) on Derivative liability revaluation | 1,178,230 | (311,383) |
Total other income (expense) | 1,077,826 | (397,568) |
Net income (loss) | $ 790,407 | $ (792,873) |
Basic income (loss) per share attributable to common shareholders | $ 1.65 | $ (1.73) |
Diluted income (loss) per share to common shareholders | $ 0.05 | $ (1.73) |
Basic weighted average number of shares outstanding | 478,305 | 457,578 |
Diluted weighted average number of shares outstanding | 16,594,895 | 457,578 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity/(Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock To Be Issued [Member] | Accumulated Deficit [Member] | Total |
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 | ||||
Net income (loss) | (792,873) | (792,873) | |||
Balance at Mar. 31, 2020 | $ 46 | 370,908,099 | 10,303 | (385,399,942) | (14,481,494) |
Balance, shares at Mar. 31, 2020 | 457,578 | ||||
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 | ||||
Issuance of common stock upon conversion of debt | $ 1 | 56,479 | $ 56,480 | ||
Issuance of common stock upon conversion of debt, shares | 5,402 | 5,402 | |||
Extinguishment of derivative liability upon conversion of debt | 76,211 | $ 76,211 | |||
Net income (loss) | 790,407 | 790,407 | |||
Balance at Mar. 31, 2021 | $ 49 | $ 371,473,810 | $ 10,303 | $ (382,228,045) | $ (10,743,883) |
Balance, shares at Mar. 31, 2021 | 481,906 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 790,407 | $ (792,873) |
Adjustments to reconcile net income (loss) to net cash flows used in operating activities: | ||
Depreciation | 159 | |
Amortization of debt discount | 34,789 | |
Change in value of derivative | (1,178,230) | 311,383 |
Changes in operating assets and liabilities: | ||
Deposits | 53 | |
Accounts payable | 147,965 | 97,292 |
Accrued payroll | 240,140 | |
Accrued interest | 65,613 | 96,447 |
Accrued liabilities | 46,500 | 49,998 |
Due to related parties | 94,590 | (1,318) |
Net cash from operating activities | 1,687 | 1,228 |
Net increase in cash and cash equivalents | 1,687 | 1,228 |
Cash and cash equivalents at beginning of period | 9,971 | 4,925 |
Cash and cash equivalents at end of period | 11,658 | 6,153 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: | ||
Conversion of debt and accrued interest to common stock | $ 56,480 |
Company Overview
Company Overview | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview | 1. Company Overview Immune Therapeutics Inc. (the “Company” or “IMUN”) is a Florida Public corporation trading on the OTC-Pink market. The Company is a drug development and commercialization company. We identify, evaluate, and seek to acquire technologies in the medical device and drug development sectors with the intent to further develop them and move them to commercialization. Such commercialization efforts include sale, licensing and go to market strategies. During 2020 as described herein, the Company executed two such licenses; one to Cytocom, Inc. (“Cytocom”) and one to Forte Animal Health, Inc. (“Forte”). The Company’s strategy has been limited due to lack of capital. Management is seeking to secure new investment capital with which to continue to pursue the Company’s strategy. There is no guaranty that the Company will be successful in securing additional capital. Going Concern As of March 31, 2021, the Company had $11,658 in cash on hand, negative working capital of $10,743,883 and a stockholders’ deficit of $10,743,883. For the three months ended March 31, 2021, the Company reported a net income attributable to common shareholders of $790,407. Included in the net income for the three months ended March 31, 2021 is a non-cash gain of $1,178,230 related to write off of derivative liabilities associated with the conversion and elimination of conversion features for notes. During the three months ended March 31, 2020, the Company reported a net loss attributable to common shareholders of $792,873. Historically the Company has relied on the funding of operations through private equity financings and 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 current or future product candidates as they become available 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. Working capital at March 31, 2021 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 anticipated with Cytocom and Forte will result in the assignment of certain debt and other liabilities of the Company but will not provide immediate cash inflows 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: ● Improve the condition of the Company’s financial position and balance sheet: ○ Complete the licensing transactions described herein. ○ 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. 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 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. 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 directed management to pursue sublicensing options to Forte and Cytocom as further described in Note 7. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2020 (including the notes thereto) set forth in Form 10- K. We have identified the policies below as critical to our business operations and the understanding of its results of operations. The Company’s senior 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. Shares Issued and Outstanding The Company’s shareholders approved a 1,000:1 reverse stock split in October 2019. The action was filed with the State of Florida during the first quarter of 2020 at which time all current and historical financial reporting was restated to reflect the impact of the reverse split on per share and warrant grant disclosures. On May 6, 2021, the Company received approval from the Financial Information Reporting Authority (“FINRA”). 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. Cash, Cash Equivalents, and Short-Term Investments The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value . 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 condensed consolidated balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. At March 31, 2021, 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”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of notes payable also approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes. Derivative Financial Instruments FASB ASC 820, Fair Value Measurements Research and Development Costs Research and development costs are charged to expense as incurred and are typically comprised of expenses associated with advancing the commercialization of our technologies. Expenses recognized in the quarter ended March 31, 2021 consisted of amounts paid to consultants for patent related activities. 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 March 31, 2021 and 2020, 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 March 31, 2021, and 2020, 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 718, “ Compensation-Stock Compensation The Company did not grant any stock-based compensation awards during the three months ended March 31, 2021 and 2020. Net Income (Loss) per Share The Company’s potentially dilutive securities, common stock warrants, have been included in the computation of diluted net income per share for the three-month period ended March 31, 2021. Net income per share for the three-month period ended March 31, 2021 was calculated by dividing the net income by the weighted-average number of common share outstanding for the period determined using the treasury-stock method and the if-converted method. Basic net 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. For the three-month period ended March 31, 2020, 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 is the same for the three-month period ended March 31, 2020. 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 $ 790,407 478,305 $ 1.65 Diluted EPS Effect of warrants convertible into common stock 20,012,083 Potential shares purchasable using proceeds of warrants (3,925,915 ) Effect of convertible debt 30,422 Income available to common stockholders $ 790,407 16,594,895 $ 0.05 Recent Accounting Standards The Company has reviewed the accounting pronouncements issued by the Financial Accounting Standards Board during the first quarter 2021. Applicable pronouncements will be adopted by the Company in accordance with the accounting guidance and definition. 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. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 3. Notes payable As of March 31, 2021 and December 31, 2020, the Company had $1,677,275 and $1,639,275, respectively, in notes payable to shareholders of record. During the first quarter of 2021, the Company issued 5,402 common shares, at a price of $10.40 per share, upon the conversion of $53,000 in promissory notes and $3,480 in accrued interest. The Company did not issue any in new promissory notes during the three months ended March 31, 2021. The Company issued $53,000 in new promissory notes during the three months ended March 31, 2020. The noteholder converted the principal and all 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. A summary of Notes Payable at March 31, 2021 and December 31, 2020 follows. March 31, 2021 December 31, 2020 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. $ 70,000 $ 70,000 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%. These notes are in default. $ 149,500 149,500 Promissory notes aggregating $1,350,000 issued in 2016. The notes accrue interest at 2% and mature between November 2017 and December 2017. These notes are in default. $ 606,500 606,500 Promissory notes aggregating $500,000 issued in 2017 accrue interest at 2% and mature between January 2018 and September 2018. These notes are in default. $ 205,000 205,000 Promissory notes aggregating $300,000 issued in 2017 accrue interest at 2% and mature in May 2018. These notes are in default. $ 150,000 150,000 Promissory notes aggregating $191,800 issued in 2017 accrue interest at 2% and mature between August 2018 and September 2018. These notes are in default. $ 116,800 116,800 A promissory note for $425,000 was issued in October 2017 with an original issue discount of $70,000 and an annual interest rate of 22% on all outstanding balances. 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. The defaults triggered certain penalties, resulting in an outstanding balance of $454,032. The original noteholder entered into a Note Purchase Agreement, in the amount of $697,600 reflecting the total principal, interest and penalties associated with this instrument, and transferred the note to Global Reverb Corp., an entity wholly owned by the Company’s former Chief Executive Officer and director, Noreen Griffin. During the first quarter of 2021, the Global Reverb Corp. sold 50% of the value of the note to another investor. $ 697,600 454,032 Promissory notes aggregating $105,500 issued in 2017 accrue interest at 2%. These 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 $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. These notes are in default. $ 118,000 118,000 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. These notes are in default. $ 323,855 323,855 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 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. The note is in default. $ 10,000 10,000 Promissory note 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 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. This outstanding principal and interest accrued on this note was converted into 5,402 common shares in February 2021. $ - 53,000 3,070,208 2,879,640 Less: Original issue discount on notes payable and warrants issued with notes. - (34,789 ) Total $ 3,070,208 $ 2,844,851 As of March 31, 2020 and December 31, 2020, the Company had $453,782 and $635,217, respectively, in accrued and unpaid interest and default penalties. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 4 Derivative Liabilities As of March 31, 2021, and December 31, 2020 the fair value of the outstanding derivative liabilities was zero and $1,254,444, respectively. During the three-month period ended March 31, 2021, the Company entered into a Note Exchange Agreement with a noteholder that resulted in the issuance of new non-convertible promissory notes of $697,600 in exchange for outstanding convertible promissory note with related accrued interest. The new notes do not have conversion rights and as such, the Company reversed a derivative liability of $1,200,129 during the first quarter of 2021. The Company issued 5,402 common shares, during the first quarter of 2021, in connection with a noteholder’s election to convert $56,480 in principal and interest to common shares. The Company recognized $21,899 for the change in fair market value on related derivative liability prior to the conversion and reverse $76,211 in derivative liabilities for the conversion rights upon issuance of the common shares. The Company determines the fair 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 measured the fair market value of the conversion option associated with certain convertible notes, at December 31, 2020 utilizing Level 3 inputs which resulted in a derivative liability of $1,254,441. A reconciliation of changes in the fair value of derivative liabilities classified as Level 3 in the fair value hierarchy follows: Conversion option derivative liability Balance December 31, 2020 $ 1,254,441 Change in fair value 21,899 Settlement of liability upon debt exchange and conversion (1,276,340 ) Balance March 31, 2021 $ - |
Capital Structure - Common Stoc
Capital Structure - Common Stock and Stock Purchase Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Capital Structure - Common Stock and Stock Purchase Warrants | 5 Capital Structure – Common Stock and Stock Purchase Warrants Each holder of common stock is entitled to vote on all 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. Stock Warrants During the three months ended March 31, 2021 and March 31, 2020, no warrants issued or exercised. There were no modifications to the terms of any warrants issued by the Company during these periods. At March 31, 2021, the Company had a total of 20,068,435 warrants rights outstanding. Included in the outstanding warrants are 18,730,000 warrants, held by thirty one investors with an exercise price of $0.05 per share, that include provisions that limit the maximum impact of a reverse split on their warrant shares and the exercise price per share at 10-to-1. The following is a summary of outstanding common stock warrants for the three-month period ended March 31, 2021. Expiration Date Number of Shares Exercise Price Remaining Life (years) Second Quarter 2021 5,812 $ 14-200 .25 Third Quarter 2021 5,167 $ 30-200 .50 Fourth Quarter 2021 300 $ 100 .75 First Quarter 2022 150 $ 200 1.00 Second Quarter 2022 1,750 $ 150 1.25 Third Quarter 2022 1,650 $ 50-100 1.50 Fourth Quarter 2022 9,811 $ 80-290 1.75 First Quarter 2023 1,204,000 $ 0.05-40 2.00 Second Quarter 2023 802,000 $ 0.05-200 2.25 Third Quarter 2023 7,521,500 $ 0.05-100 2.50 Fourth Quarter 2023 6,024,300 $ 0.05-0.20 2 .75 First Quarter 2024 3,660,000 $ 0.05 3.00 Second Quarter 2024 800,000 $ 5.00 3.25 Third Quarter 2028 3,000 $ 70 7.50 Second Quarter 2032 28,995 $ 10-70 11.25 20,068,435 $ 0.05-200 Following is a summary of outstanding stock warrants activity for the three months ended March 31, 2021: Number of Shares Exercise Price Weighted Average Price Warrants as of December 31, 2020 20,081,035 $ 0.05-200 $ 0.68 Issued - $ - $ - Expired and forfeited (12,600 ) $ 200 $ 200 Exercised - $ - $ - Warrants as of March 31, 2021 20,068,435 $ 0.05-200 $ 0.55 |
Income Taxes - Results of Opera
Income Taxes - Results of Operations | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes - Results of Operations | 6. Income Taxes – Results of Operations There was no income tax expense reflected in the results of operations for the years ended March 31, 2021 and 2020 because the Company incurred a net loss in both years. Our tax rate can be affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income we earn in jurisdictions. It may also be affected by discrete items that may occur in any given year but are not consistent from year to year. For U.S. federal purposes the corporate statutory income tax rate was 21%, for 2021 and 2020 tax years. The Company has recognized no tax benefit for the losses generated for the periods through March 31, 2021. ASC Topic 740 requires that a valuation allowance be provided if it is more likely than not that some portion or all a deferred tax asset will not be realized. The Company’s ability to realize the benefit of its deferred tax asset will depend on the generation of future taxable income. Because the Company has yet to recognize revenue, we believe that the full valuation allowance should be provided. |
Licenses Agreements
Licenses Agreements | 3 Months Ended |
Mar. 31, 2021 | |
Licenses Agreements | |
Licenses and Supply Agreements | 7. Licenses Agreements Due to the Company’s need to generate short term cash flow to fund operations, the Company sublicensed all of its remaining technology to Forte and Cytocom Inc. as detailed below. The Company is currently seeking to acquire pharmaceutical and medical device products, technology and/or intellectual property that it can incubate for future commercialization using its experience and expertise in this area. Forte Animal Health, Inc. On February 27, 2020, the Company approved and entered into a license agreement (the “License Agreement”) with Forte Animal Health Inc. (“Forte”). Forte has yet to fund the consideration defined in the agreement. This license agreement has not been fully executed and as such the underlying license is not yet effective. 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 includes 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, upon the assignment of certain Company Notes Payable. ● Development Milestone Payments upon the occurrence of the identified events, one-time, non-creditable, non-refundable milestone payments of $100,000 will be earned by the Company upon: (1) a successful MUMS designation and (2) upon a successful conditional approval. ● 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 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. 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 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. On May 13, 2020, the Company and Cytocom entered into Amendment to The Second Amendment to The License Agreement (“Third Amendment”) 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 March 31, 2021, the Company had outstanding accounts payable balances of $477,451 and $421,048 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. The Notes transaction has not been fully consummated. 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 1,052,123 Past Due Employee Obligations 1,110,567 Total anticipated Consideration $ 5,200,797 Recognized through December 31, 2020 (3,312,333 ) To Be Recognized upon Execution $ 1,888,464 At March 31, 2021, the Company has an equity interest of 13.3% 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events The Company announced on May 6, 2021, that FINRA has processed a reverse split of 1-for 1,000 of the issued and outstanding stock. The reverse stock split was completed with the state of Florida on March 12, 2020. FINRA’s processing was the last step necessary to fully effectuate the reverse split approved by shareholders in October of 2019. The Company’s common stock began trading on a split-adjusted basis on the Over-the-Counter Exchange (OTC-PINK) at market open on May 6, 2021. As a result of the reverse stock split, each 1,000 pre-split shares of common stock outstanding will automatically be combined into one issued and outstanding share of common stock. No fractional shares of common stock will be issued as a result of any reverse stock split, fractional shares will be rounded up to whole shares. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2020 (including the notes thereto) set forth in Form 10- K. We have identified the policies below as critical to our business operations and the understanding of its results of operations. The Company’s senior 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. |
Shares Issued and Outstanding | Shares Issued and Outstanding The Company’s shareholders approved a 1,000:1 reverse stock split in October 2019. The action was filed with the State of Florida during the first quarter of 2020 at which time all current and historical financial reporting was restated to reflect the impact of the reverse split on per share and warrant grant disclosures. On May 6, 2021, the Company received approval from the Financial Information Reporting Authority (“FINRA”). |
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. |
Cash, Cash Equivalents, and Short-Term Investments | Cash, Cash Equivalents, and Short-Term Investments The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value . |
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 condensed consolidated balance sheets. The cash accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. At March 31, 2021, 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”, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. Cash, cash equivalents and accounts payable are accounted for at cost which approximates fair value due to the relatively short maturity of these instruments. The carrying value of notes payable also approximate fair value since they bear market rates of interest and other terms. None of these instruments are held for trading purposes. |
Derivative Financial Instruments | Derivative Financial Instruments FASB ASC 820, Fair Value Measurements |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense as incurred and are typically comprised of expenses associated with advancing the commercialization of our technologies. Expenses recognized in the quarter ended March 31, 2021 consisted of amounts paid to consultants for patent related activities. |
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 March 31, 2021 and 2020, 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 March 31, 2021, and 2020, 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 718, “ Compensation-Stock Compensation The Company did not grant any stock-based compensation awards during the three months ended March 31, 2021 and 2020. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company’s potentially dilutive securities, common stock warrants, have been included in the computation of diluted net income per share for the three-month period ended March 31, 2021. Net income per share for the three-month period ended March 31, 2021 was calculated by dividing the net income by the weighted-average number of common share outstanding for the period determined using the treasury-stock method and the if-converted method. Basic net 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. For the three-month period ended March 31, 2020, 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 is the same for the three-month period ended March 31, 2020. 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 $ 790,407 478,305 $ 1.65 Diluted EPS Effect of warrants convertible into common stock 20,012,083 Potential shares purchasable using proceeds of warrants (3,925,915 ) Effect of convertible debt 30,422 Income available to common stockholders $ 790,407 16,594,895 $ 0.05 |
Recent Accounting Standards | Recent Accounting Standards The Company has reviewed the accounting pronouncements issued by the Financial Accounting Standards Board during the first quarter 2021. Applicable pronouncements will be adopted by the Company in accordance with the accounting guidance and definition. 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) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Number of Shares | 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 $ 790,407 478,305 $ 1.65 Diluted EPS Effect of warrants convertible into common stock 20,012,083 Potential shares purchasable using proceeds of warrants (3,925,915 ) Effect of convertible debt 30,422 Income available to common stockholders $ 790,407 16,594,895 $ 0.05 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | A summary of Notes Payable at March 31, 2021 and December 31, 2020 follows. March 31, 2021 December 31, 2020 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. $ 70,000 $ 70,000 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%. These notes are in default. $ 149,500 149,500 Promissory notes aggregating $1,350,000 issued in 2016. The notes accrue interest at 2% and mature between November 2017 and December 2017. These notes are in default. $ 606,500 606,500 Promissory notes aggregating $500,000 issued in 2017 accrue interest at 2% and mature between January 2018 and September 2018. These notes are in default. $ 205,000 205,000 Promissory notes aggregating $300,000 issued in 2017 accrue interest at 2% and mature in May 2018. These notes are in default. $ 150,000 150,000 Promissory notes aggregating $191,800 issued in 2017 accrue interest at 2% and mature between August 2018 and September 2018. These notes are in default. $ 116,800 116,800 A promissory note for $425,000 was issued in October 2017 with an original issue discount of $70,000 and an annual interest rate of 22% on all outstanding balances. 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. The defaults triggered certain penalties, resulting in an outstanding balance of $454,032. The original noteholder entered into a Note Purchase Agreement, in the amount of $697,600 reflecting the total principal, interest and penalties associated with this instrument, and transferred the note to Global Reverb Corp., an entity wholly owned by the Company’s former Chief Executive Officer and director, Noreen Griffin. During the first quarter of 2021, the Global Reverb Corp. sold 50% of the value of the note to another investor. $ 697,600 454,032 Promissory notes aggregating $105,500 issued in 2017 accrue interest at 2%. These 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 $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. These notes are in default. $ 118,000 118,000 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. These notes are in default. $ 323,855 323,855 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 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. The note is in default. $ 10,000 10,000 Promissory note 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 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. This outstanding principal and interest accrued on this note was converted into 5,402 common shares in February 2021. $ - 53,000 3,070,208 2,879,640 Less: Original issue discount on notes payable and warrants issued with notes. - (34,789 ) Total $ 3,070,208 $ 2,844,851 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Reconciliation of Changes in the Fair Value of Derivative Liabilities | A reconciliation of changes in the fair value of derivative liabilities classified as Level 3 in the fair value hierarchy follows: Conversion option derivative liability Balance December 31, 2020 $ 1,254,441 Change in fair value 21,899 Settlement of liability upon debt exchange and conversion (1,276,340 ) Balance March 31, 2021 $ - |
Capital Structure - Common St_2
Capital Structure - Common Stock and Stock Purchase Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Outstanding Common Stock Warrant | The following is a summary of outstanding common stock warrants for the three-month period ended March 31, 2021. Expiration Date Number of Shares Exercise Price Remaining Life (years) Second Quarter 2021 5,812 $ 14-200 .25 Third Quarter 2021 5,167 $ 30-200 .50 Fourth Quarter 2021 300 $ 100 .75 First Quarter 2022 150 $ 200 1.00 Second Quarter 2022 1,750 $ 150 1.25 Third Quarter 2022 1,650 $ 50-100 1.50 Fourth Quarter 2022 9,811 $ 80-290 1.75 First Quarter 2023 1,204,000 $ 0.05-40 2.00 Second Quarter 2023 802,000 $ 0.05-200 2.25 Third Quarter 2023 7,521,500 $ 0.05-100 2.50 Fourth Quarter 2023 6,024,300 $ 0.05-0.20 2 .75 First Quarter 2024 3,660,000 $ 0.05 3.00 Second Quarter 2024 800,000 $ 5.00 3.25 Third Quarter 2028 3,000 $ 70 7.50 Second Quarter 2032 28,995 $ 10-70 11.25 20,068,435 $ 0.05-200 |
Schedule of Outstanding Stock Warrants | Following is a summary of outstanding stock warrants activity for the three months ended March 31, 2021: Number of Shares Exercise Price Weighted Average Price Warrants as of December 31, 2020 20,081,035 $ 0.05-200 $ 0.68 Issued - $ - $ - Expired and forfeited (12,600 ) $ 200 $ 200 Exercised - $ - $ - Warrants as of March 31, 2021 20,068,435 $ 0.05-200 $ 0.55 |
Licenses Agreements (Tables)
Licenses Agreements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 1,052,123 Past Due Employee Obligations 1,110,567 Total anticipated Consideration $ 5,200,797 Recognized through December 31, 2020 (3,312,333 ) To Be Recognized upon Execution $ 1,888,464 |
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 % > $1,000,000,000) 6 % |
Company Overview (Details Narra
Company Overview (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash on hand | $ 11,658 | ||
Working capital | 10,743,883 | ||
Accumulated deficit | (382,228,045) | $ (383,018,452) | |
Net loss attributable to common shareholders | 790,407 | $ (792,873) | |
Non-cash charge of derivative liability | $ 1,178,230 | $ (311,383) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Oct. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Accounting Policies [Abstract] | |||
Reverse stock split | 1,000-to-1 | ||
Cash at federal deposit | $ 250,000 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | |||
Stock-based compensation |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Weighted Average Number of Shares (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Income available to common stockholders | $ 790,407 | $ (792,873) |
Weighted average common shares, basic | 478,305 | |
Basic earnings per share | $ 1.65 | $ (1.73) |
Effect of convertible debt | ||
Income available to common stockholders, diluted | $ 790,407 | |
Effect of warrants convertible into common stock | 20,012,083 | |
Potential shares purchasable using proceeds of warrants | (3,925,915) | |
Effect of convertible debt | 30,422 | |
Weighted average common shares, diluted | 16,594,895 | 457,578 |
Diluted earnings per share | $ 0.05 | $ (1.73) |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Notes payable | $ 3,070,208 | $ 2,879,640 | |
Accrued unpaid interest and default penalties | $ 453,782 | 635,217 | |
Promissory Notes [Member] | |||
Number of common shares issued | 5,402 | 6,893 | |
Shares issued, price per share | $ 10.40 | $ 8.15 | |
Debt conversion, original amount | $ 53,000 | $ 53,000 | |
Debt, accrued interest | 3,480 | $ 3,180 | |
Shareholders [Member] | |||
Notes payable | $ 1,677,275 | $ 1,639,275 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 31, 2017 | Dec. 31, 2016 |
Total | $ 3,070,208 | $ 2,879,640 | |||||
Less: Original issue discount on notes payable and warrants issued with notes | (34,789) | ||||||
Notes payable | 3,070,208 | 2,844,851 | |||||
Notes Payable One [Member] | |||||||
Total | 70,000 | 70,000 | |||||
Notes Payable Two [Member] | |||||||
Total | 149,500 | 149,500 | |||||
Notes Payable Three [Member] | |||||||
Total | 606,500 | 606,500 | |||||
Notes payable | $ 1,350,000 | ||||||
Notes Payable Four [Member] | |||||||
Total | 205,000 | 205,000 | |||||
Notes payable | $ 500,000 | ||||||
Notes Payable Five [Member] | |||||||
Total | 150,000 | 150,000 | |||||
Notes payable | 300,000 | ||||||
Notes Payable Six [Member] | |||||||
Total | 116,800 | 116,800 | |||||
Notes payable | 191,800 | ||||||
Notes Payable Seven [Member] | |||||||
Total | 697,600 | 454,032 | |||||
Notes payable | $ 425,000 | ||||||
Notes Payable Eight [Member] | |||||||
Total | 105,500 | 105,500 | |||||
Notes payable | $ 105,500 | ||||||
Notes Payable Nine [Member] | |||||||
Total | 47,975 | 47,975 | |||||
Notes payable | $ 47,975 | ||||||
Notes Payable Ten [Member] | |||||||
Total | 65,000 | 65,000 | |||||
Notes payable | 65,000 | ||||||
Notes Payable Eleven [Member] | |||||||
Total | 118,000 | 118,000 | |||||
Notes payable | 208,000 | ||||||
Notes Payable Twelve [Member] | |||||||
Total | 323,855 | 323,855 | |||||
Notes payable | $ 533,855 | ||||||
Notes Payable Thirteen [Member] | |||||||
Total | 23,000 | 23,000 | |||||
Notes Payable Fourteen [Member] | |||||||
Total | 231,478 | 231,478 | |||||
Notes Payable Fifteen [Member] | |||||||
Total | 10,000 | 10,000 | |||||
Notes payable | $ 50,000 | ||||||
Notes Payable Sixteen [Member] | |||||||
Total | 150,000 | 150,000 | |||||
Notes Payable Seventeen [Member] | |||||||
Total | $ 53,000 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) | Oct. 31, 2019USD ($) | Jan. 31, 2015Installments | Sep. 30, 2020USD ($)shares | Jun. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2016 | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Oct. 31, 2017USD ($) |
Note payable | $ 3,070,208 | $ 2,844,851 | ||||||||||
Minimum [Member] | ||||||||||||
Warrant exercise price per share | $ / shares | $ 0.05 | |||||||||||
Maximum [Member] | ||||||||||||
Warrant exercise price per share | $ / shares | $ 200 | |||||||||||
Notes Payable One [Member] | ||||||||||||
Percentage of interest rate per annum | 10.00% | |||||||||||
Number of installments, months | Installments | 36 | |||||||||||
Notes Payable Two [Member] | Lenders [Member] | ||||||||||||
Debt instrument maturity date description | February 2017 and November 2018 | |||||||||||
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 Three [Member] | ||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||
Debt instrument maturity date description | November 2017 and December 2017. | |||||||||||
Note payable | $ 1,350,000 | |||||||||||
Notes Payable Four [Member] | ||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||
Debt instrument maturity date description | January 2018 and September 2018. | |||||||||||
Note payable | $ 500,000 | |||||||||||
Notes Payable Five [Member] | ||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||
Debt instrument maturity date description | May 2018 | |||||||||||
Note payable | $ 300,000 | |||||||||||
Notes Payable Six [Member] | ||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||
Debt instrument maturity date description | August 2018 and September 2018. | |||||||||||
Note payable | $ 191,800 | |||||||||||
Notes Payable Seven [Member] | ||||||||||||
Percentage of interest rate per annum | 22.00% | |||||||||||
Note payable | $ 425,000 | |||||||||||
Original issuance discount | 70,000 | |||||||||||
Notes Payable Seven [Member] | Note Purchase Agreement [Member] | ||||||||||||
Note payable | 454,032 | |||||||||||
Principal amount | $ 697,600 | |||||||||||
Notes Payable Eight [Member] | ||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||
Note payable | $ 105,500 | |||||||||||
Notes Payable Nine [Member] | ||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||
Debt instrument maturity date description | May 2018 and January 2019. | |||||||||||
Note payable | $ 47,975 | |||||||||||
Notes Payable Ten [Member] | ||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||
Debt instrument maturity date description | July 2018 and October 2018. | |||||||||||
Note payable | $ 65,000 | |||||||||||
Warrant exercise price per share | $ / shares | $ 5 | |||||||||||
Notes Payable Ten [Member] | Minimum [Member] | ||||||||||||
Number of warrants | shares | 1,000 | |||||||||||
Notes Payable Ten [Member] | Maximum [Member] | ||||||||||||
Number of warrants | shares | 5,000 | |||||||||||
Notes Payable Eleven [Member] | ||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||
Debt instrument maturity date description | August 2019 and January 2019. | |||||||||||
Note payable | $ 208,000 | |||||||||||
Principal amount | $ 3,000 | |||||||||||
Warrant exercise price per share | $ / shares | $ 0.05 | |||||||||||
Notes Payable Eleven [Member] | Minimum [Member] | ||||||||||||
Number of warrants | shares | 60,000 | |||||||||||
Notes Payable Eleven [Member] | Maximum [Member] | ||||||||||||
Number of warrants | shares | 500,000 | |||||||||||
Notes Payable Twelve [Member] | ||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||
Debt instrument maturity date description | January 2019 and November 2019 | |||||||||||
Note payable | $ 533,855 | |||||||||||
Principal amount | $ 210,000 | |||||||||||
Notes Payable Twelve [Member] | Minimum [Member] | ||||||||||||
Number of warrants | shares | 200 | |||||||||||
Warrant exercise price per share | $ / shares | $ 5 | |||||||||||
Notes Payable Twelve [Member] | Maximum [Member] | ||||||||||||
Number of warrants | shares | 39,500 | |||||||||||
Warrant exercise price per share | $ / shares | $ 40 | |||||||||||
Notes Payable Thirteen [Member] | ||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||
Debt instrument maturity date description | July 2019 | |||||||||||
Number of warrants | shares | 4,600 | |||||||||||
Warrant exercise price per share | $ / shares | $ 5 | |||||||||||
Repayments of related party debt | $ 23,000 | |||||||||||
Notes Payable Fourteen [Member] | ||||||||||||
Percentage of interest rate per annum | 6.00% | |||||||||||
Debt instrument maturity date description | February 2020 | |||||||||||
Notes Payable Fifteen [Member] | ||||||||||||
Percentage of interest rate per annum | 2.00% | |||||||||||
Debt instrument maturity date description | July 2019 | |||||||||||
Note payable | $ 50,000 | |||||||||||
Number of warrants | shares | 10,000 | |||||||||||
Warrant exercise price per share | $ / shares | $ 5 | |||||||||||
Notes Payable Sixteen [Member] | ||||||||||||
Percentage of interest rate per annum | 15.00% | |||||||||||
Debt instrument, periodic payment, principal | $ 1,875 | |||||||||||
Note matures date | Apr. 30, 2021 | |||||||||||
Notes Payable Seventeen [Member] | ||||||||||||
Percentage of interest rate per annum | 12.00% | |||||||||||
Debt instrument maturity date description | August 2021 | |||||||||||
Derivative liability | $ 54,312 | |||||||||||
Debt converted shares | shares | 5,402 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Derivative liabilities | $ 1,254,444 | |
Non-convertible promissory notes | $ 3,070,208 | 2,879,640 |
Issuance of common stock upon conversion of debt, shares | 5,402 | |
Issuance of common stock upon conversion of debt | $ 56,480 | |
Change in fair value | 21,899 | |
Extinguishment of derivative liability upon conversion of debt | 76,211 | |
Derivative liabilities, beginning balance | 1,254,441 | |
Non-Convertible Promissory Notes [Member] | ||
Derivative liabilities | 1,200,129 | |
Non-convertible promissory notes | 697,600 | |
Level 3 [Member] | ||
Derivative liabilities | $ 1,254,444 | |
Change in fair value | 21,899 | |
Derivative liabilities, beginning balance | $ 1,254,441 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Reconciliation of Changes in the Fair Value of Derivative Liabilities (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Derivative liabilities, beginning balance | $ 1,254,441 |
Change in fair value | 21,899 |
Level 3 [Member] | |
Derivative liabilities, beginning balance | 1,254,441 |
Change in fair value | 21,899 |
Settlement of liability upon debt conversion | (1,276,340) |
Derivative liabilities, ending balance |
Capital Structure - Common St_3
Capital Structure - Common Stock and Stock Purchase Warrants (Details Narrative) - $ / shares | Oct. 31, 2019 | Mar. 31, 2021 |
Warrants | 20,068,435 | |
Reverse stock split, description | 1,000-to-1 | |
Thirty-One Warrant Holders [Member] | ||
Warrants | 18,730,000 | |
Warrant exercise price per shares | $ 0.05 | |
Reverse stock split, description | warrant shares as 10-to-1. |
Capital Structure - Schedule of
Capital Structure - Schedule of Outstanding Common Stock Warrant (Details) | Mar. 31, 2021$ / sharesshares |
Number of Shares | shares | 20,068,435 |
Remaining Life (years) | |
Minimum [Member] | |
Exercise Price | $ 0.05 |
Maximum [Member] | |
Exercise Price | $ 200 |
Second Quarter 2021 [Member] | |
Number of Shares | shares | 5,812 |
Remaining Life (years) | 2 months 30 days |
Second Quarter 2021 [Member] | Minimum [Member] | |
Exercise Price | $ 14 |
Second Quarter 2021 [Member] | Maximum [Member] | |
Exercise Price | $ 200 |
Third Quarter 2021 [Member] | |
Number of Shares | shares | 5,167 |
Remaining Life (years) | 6 months |
Third Quarter 2021 [Member] | Minimum [Member] | |
Exercise Price | $ 30 |
Third Quarter 2021 [Member] | Maximum [Member] | |
Exercise Price | $ 200 |
Fourth Quarter 2021 [Member] | |
Number of Shares | shares | 300 |
Exercise Price | $ 100 |
Remaining Life (years) | 9 months |
First Quarter 2022 [Member] | |
Number of Shares | shares | 150 |
Exercise Price | $ 200 |
Remaining Life (years) | 1 year |
Second Quarter 2022 [Member] | |
Number of Shares | shares | 1,750 |
Exercise Price | $ 150 |
Remaining Life (years) | 1 year 2 months 30 days |
Third Quarter 2022 [Member] | |
Number of Shares | shares | 1,650 |
Remaining Life (years) | 1 year 6 months |
Third Quarter 2022 [Member] | Minimum [Member] | |
Exercise Price | $ 50 |
Third Quarter 2022 [Member] | Maximum [Member] | |
Exercise Price | $ 100 |
Fourth Quarter 2022 [Member] | |
Number of Shares | shares | 9,811 |
Remaining Life (years) | 1 year 9 months |
Fourth Quarter 2022 [Member] | Minimum [Member] | |
Exercise Price | $ 80 |
Fourth Quarter 2022 [Member] | Maximum [Member] | |
Exercise Price | $ 290 |
First Quarter 2023 [Member] | |
Number of Shares | shares | 1,204,000 |
Remaining Life (years) | 2 years |
First Quarter 2023 [Member] | Minimum [Member] | |
Exercise Price | $ 0.05 |
First Quarter 2023 [Member] | Maximum [Member] | |
Exercise Price | $ 40 |
Second Quarter 2023 [Member] | |
Number of Shares | shares | 802,000 |
Remaining Life (years) | 2 years 2 months 30 days |
Second Quarter 2023 [Member] | Minimum [Member] | |
Exercise Price | $ 0.05 |
Second Quarter 2023 [Member] | Maximum [Member] | |
Exercise Price | $ 200 |
Third Quarter 2023 [Member] | |
Number of Shares | shares | 7,521,500 |
Remaining Life (years) | 2 years 6 months |
Third Quarter 2023 [Member] | Minimum [Member] | |
Exercise Price | $ 0.05 |
Third Quarter 2023 [Member] | Maximum [Member] | |
Exercise Price | $ 100 |
Fourth Quarter 2023 [Member] | |
Number of Shares | shares | 6,024,300 |
Remaining Life (years) | 2 years 9 months |
Fourth Quarter 2023 [Member] | Minimum [Member] | |
Exercise Price | $ 0.05 |
Fourth Quarter 2023 [Member] | Maximum [Member] | |
Exercise Price | $ 0.20 |
First Quarter 2024 [Member] | |
Number of Shares | shares | 3,660,000 |
Exercise Price | $ 0.05 |
Remaining Life (years) | 3 years |
Second Quarter 2024 [Member] | |
Number of Shares | shares | 800,000 |
Exercise Price | $ 5 |
Remaining Life (years) | 3 years 2 months 30 days |
Third Quarter 2024 [Member] | |
Number of Shares | shares | 3,000 |
Exercise Price | $ 70 |
Remaining Life (years) | 7 years 6 months |
Fourth Quarter 2024 [Member] | |
Number of Shares | shares | 28,995 |
Remaining Life (years) | 11 years 2 months 30 days |
Fourth Quarter 2024 [Member] | Minimum [Member] | |
Exercise Price | $ 10 |
Fourth Quarter 2024 [Member] | Maximum [Member] | |
Exercise Price | $ 70 |
Capital Structure - Common St_4
Capital Structure - Common Stock and Stock Purchase Warrants - Schedule of Outstanding Stock Warrants (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Shares Warrants, Beginning balance | shares | 20,081,035 |
Number of Shares Warrants, Issued | shares | |
Number of Shares Warrants, Expired and forfeited | shares | (2,300) |
Number of Shares Warrants, Exercised | shares | |
Number of Shares Warrants, Ending balance | shares | 20,068,435 |
Exercise Price, Issued | |
Exercise Price, Expired and forfeited | 200 |
Exercise Price, Exercised | |
Weighted Average Price, Beginning balance | 0.68 |
Weighted Average Price, Issued | |
Weighted Average Price, Expired and forfeited | 200 |
Weighted Average Price, Exercised | |
Weighted Average Price, Ending balance | 0.55 |
Minimum [Member] | |
Exercise Price, Beginning balance | 0.05 |
Exercise Price, Ending balance | 0.05 |
Maximum [Member] | |
Exercise Price, Beginning balance | 200 |
Exercise Price, Ending balance | $ 200 |
Income Taxes - Results of Ope_2
Income Taxes - Results of Operations (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | ||
Statutory income tax rate | 21.00% | 21.00% |
Licenses Agreements (Details Na
Licenses Agreements (Details Narrative) - USD ($) | Feb. 27, 2020 | May 01, 2018 | Dec. 31, 2014 | Mar. 31, 2021 | Apr. 08, 2019 | Jun. 04, 2018 |
Cato Research Ltd [Member] | ||||||
Outstanding accounts payable | $ 477,451 | |||||
Penn State University [Member] | ||||||
Outstanding accounts payable | $ 421,048 | |||||
Stock Purchase Agreement [Member] | Cytocom [Member] | ||||||
Debt owed amount | $ 4,000,000 | |||||
Interest rate | 10.00% | |||||
Licensing Agreement [Member] | Cytocom [Member] | ||||||
Ownership interest | 15.57% | |||||
Forte Biotechnology International Corp [Member] | License Agreement [Member] | ||||||
Non-refundable milestone payments | $ 100,000 | |||||
Royalty term | 15 years | |||||
Cytocom Inc., [Member] | ||||||
Royalty percentage | 5.00% | |||||
Cytocom Inc., [Member] | Restated Agreement [Member] | ||||||
Ownership interest | 13.30% | |||||
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 Agreements - Schedule
Licenses 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 | 1,052,123 | |
Past Due Employee Obligations | 1,110,567 | |
Total anticipated Consideration | 5,200,797 | |
Recognized through December 31, 2020 | (3,312,333) | |
Total Consideration to be Recognize Upon Execution | $ 1,888,464 |
Licenses Agreements - Schedul_2
Licenses 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% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 06, 2021 | Oct. 31, 2019 |
Reverse stock split, description | 1,000-to-1 | |
Subsequent Event [Member] | ||
Reverse stock split, description | 1-for 1,000 | |
Subsequent Event [Member] | Common Stock [Member] | ||
Reverse stock split, description | 1,000 pre-split shares |