Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55413 | |
Entity Registrant Name | Cell Source, Inc. | |
Entity Central Index Key | 0001569340 | |
Entity Tax Identification Number | 32-0379665 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 57 West 57th Street | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | (646) | |
Local Phone Number | 416-7896 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 33,538,578 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 81,705 | $ 241,619 |
Prepaid expenses | 215,264 | 177,569 |
Other current assets | 8,067 | 29,651 |
Total Current Assets | 305,036 | 448,839 |
Restricted cash | 3,500 | 3,500 |
Total Assets | 308,536 | 452,339 |
Current Liabilities: | ||
Accounts payable | 339,990 | 193,095 |
Accrued expenses | 695,955 | 1,159,950 |
Accrued expenses - related parties | 88,701 | 198,701 |
Accrued interest | 919,863 | 671,968 |
Accrued interest - related parties | 372,320 | 325,276 |
Accrued compensation | 749,337 | 724,185 |
Advances payable | 195,500 | 195,500 |
Advances payable - related party | 100,000 | 100,000 |
Notes payable | 813,412 | 1,013,000 |
Notes payable - related parties | 150,000 | 150,000 |
Convertible notes payable - current portion, net of debt discount of $279,105 and $157,720 as of June 30, 2021 and December 31, 2020, respectively | 5,685,368 | 3,417,836 |
Convertible notes payable - related parties | 225,000 | 225,000 |
Accrued dividend payable | 25,210 | |
Total Liabilities | 10,335,446 | 8,399,721 |
Commitments and contingencies (Note 8) | ||
Stockholders’ Deficiency: | ||
Common Stock, $0.001 par value, 200,000,000 shares authorized; 33,301,564 and 32,538,411 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 33,301 | 32,538 |
Additional paid-in capital | 18,482,294 | 17,724,731 |
Accumulated deficit | (28,543,847) | (25,705,993) |
Total Stockholders’ Deficiency | (10,026,910) | (7,947,382) |
Total Liabilities and Stockholders’ Deficiency | 308,536 | 452,339 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ Deficiency: | ||
Preferred stock value | 1,342 | 1,342 |
Total Stockholders’ Deficiency | 1,342 | 1,342 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders’ Deficiency: | ||
Preferred stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 33,301,564 | 32,538,411 |
Common stock, shares outstanding | 33,301,564 | 32,538,411 |
Series A Convertible Preferred Stock [Member] | ||
Convertible preferred stock, shares designated | 1,335,000 | 1,335,000 |
Convertible preferred stock, shares issued | 1,342,195 | 1,342,195 |
Convertible preferred stock, shares outstanding | 1,342,195 | 1,342,195 |
Convertible preferred stock liquidation preference | $ 10,066,463 | $ 10,091,672 |
Series C Convertible Preferred Stock [Member] | ||
Convertible preferred stock, shares designated | 500,000 | 500,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Convertible preferred stock liquidation preference | $ 0 | $ 0 |
Convertible Notes Payable [Member] | ||
Convertible notes payable, net of debt discount | $ 279,105 | $ 157,720 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Expenses: | ||||
Research and development | $ 355,051 | $ 159,926 | $ 590,815 | $ 417,471 |
Research and development - related party | 12,500 | 50,000 | 47,975 | 111,667 |
General and administrative | 627,548 | 693,405 | 1,477,665 | 1,107,525 |
Total Operating Expenses | 995,099 | 903,331 | 2,116,455 | 1,636,663 |
Loss From Operations | (995,099) | (903,331) | (2,116,455) | (1,636,663) |
Other (Expense) Income: | ||||
Interest expense | (140,305) | (81,164) | (396,688) | (157,647) |
Interest expense - related parties | (22,540) | (12,715) | (47,044) | (23,881) |
Amortization of debt discount | (155,169) | (36,228) | (277,932) | (44,530) |
Change in fair value of derivative liabilities | 16,977 | |||
Gain on forgiveness of accrued interest | 49,983 | |||
Loss on extinguishment of notes payable | (131,250) | (49,718) | (132,691) | |
Total Other Expense | (318,014) | (261,357) | (721,399) | (341,772) |
Net Loss | (1,313,113) | (1,164,688) | (2,837,854) | (1,978,435) |
Dividend attributable to Series A preferred stockholders | (225,873) | (211,885) | (449,264) | (423,190) |
Net Loss Applicable to Common Stockholders | $ (1,538,986) | $ (1,376,573) | $ (3,287,118) | $ (2,401,625) |
Net Loss Per Common Share - Basic and Diluted | $ (0.05) | $ (0.05) | $ (0.10) | $ (0.08) |
Weighted Average Common Shares Outstanding - | ||||
Basic and Diluted | 32,663,482 | 30,020,692 | 32,610,275 | 29,570,645 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | |
Balance | $ (9,038,794) | $ (7,947,382) | $ (6,257,870) | $ (5,741,941) | $ (7,947,382) |
Series A Convertible Preferred Stock dividends: | |||||
Accrual of earned dividends | (225,873) | (223,391) | (211,885) | (211,305) | |
Payment of dividends in kind | 474,475 | 430,905 | |||
Issuance of common stock pursuant to cashless warrant exercise | |||||
Issuance of warrants in connection with issuance of convertible notes payable | 37,512 | 196,966 | |||
Issuance of warrants in connection with exchange of convertible notes payable | 139,728 | ||||
Warrants issued in satisfaction of accrued interest | 82,350 | ||||
Stock-based compensation: | |||||
Options | 206,400 | ||||
Warrants | 36,343 | 31,276 | 16,129 | 67,619 | |
Common stock | 2,540 | 317,500 | 6,418 | ||
Issuance of Series A Convertible Preferred Stock for cash | 25,000 | 100,000 | |||
Issuance of common stock in connection with extension of notes payable | 131,250 | 56,875 | |||
Reclassification of derivative liabilities to equity | 345,830 | ||||
Issuance of warrants in connection with issuance of notes payable | 161,256 | ||||
Issuance of warrants in connection with issuance of advance payable | 24,386 | ||||
Net loss | (1,313,113) | (1,524,741) | (1,164,688) | (813,747) | |
Balance | (10,026,910) | (9,038,794) | (6,528,017) | (6,257,870) | (10,026,910) |
Common Stock [Member] | |||||
Balance | $ 32,663 | $ 32,538 | $ 27,330 | $ 27,077 | $ 32,538 |
Balance, shares | 32,663,482 | 32,538,411 | 27,329,933 | 27,076,762 | 32,538,411 |
Series A Convertible Preferred Stock dividends: | |||||
Accrual of earned dividends | |||||
Payment of dividends in kind | $ 633 | $ 574 | |||
Payment of dividends in kind, shares | 632,677 | 574,576 | |||
Issuance of common stock pursuant to cashless warrant exercise | $ 125 | ||||
Issuance of common stock pursuant to cashless warrant exercise, shares | 125,071 | ||||
Issuance of warrants in connection with issuance of convertible notes payable | |||||
Issuance of warrants in connection with exchange of convertible notes payable | |||||
Warrants issued in satisfaction of accrued interest | |||||
Stock-based compensation: | |||||
Options | |||||
Warrants | |||||
Common stock | $ 5 | $ 1,270 | $ 26 | ||
Common stock, shares | 5,405 | 1,270,000 | 25,671 | ||
Issuance of Series A Convertible Preferred Stock for cash | $ 474,475 | ||||
Issuance of Series A Convertible Preferred Stock for cash, shares | 632,677 | ||||
Issuance of common stock in connection with extension of notes payable | $ 525 | $ 227 | |||
Issuance of common stock in connection with extension of notes payable, shares | 525,000 | 227,500 | |||
Reclassification of derivative liabilities to equity | |||||
Issuance of warrants in connection with issuance of notes payable | |||||
Issuance of warrants in connection with issuance of advance payable | |||||
Net loss | |||||
Balance | $ 33,301 | $ 32,663 | $ 29,699 | $ 27,330 | $ 33,301 |
Balance, shares | 33,301,564 | 32,663,482 | 29,699,509 | 27,329,933 | 33,301,564 |
Additional Paid-in Capital [Member] | |||||
Balance | $ 18,157,935 | $ 17,724,731 | $ 15,673,117 | $ 15,375,565 | $ 17,724,731 |
Series A Convertible Preferred Stock dividends: | |||||
Accrual of earned dividends | (225,873) | (223,391) | (211,885) | (211,305) | |
Payment of dividends in kind | 473,842 | 430,331 | |||
Issuance of common stock pursuant to cashless warrant exercise | (125) | ||||
Issuance of warrants in connection with issuance of convertible notes payable | 37,512 | 196,966 | |||
Issuance of warrants in connection with exchange of convertible notes payable | 139,728 | ||||
Warrants issued in satisfaction of accrued interest | 82,350 | ||||
Stock-based compensation: | |||||
Options | 206,400 | ||||
Warrants | 36,343 | 31,276 | 16,129 | ||
Common stock | 2,535 | 316,230 | 6,392 | ||
Issuance of Series A Convertible Preferred Stock for cash | 24,997 | 99,987 | |||
Issuance of common stock in connection with extension of notes payable | 130,725 | 56,648 | |||
Reclassification of derivative liabilities to equity | 345,830 | ||||
Issuance of warrants in connection with issuance of notes payable | 161,256 | ||||
Issuance of warrants in connection with issuance of advance payable | 24,386 | ||||
Net loss | |||||
Balance | 18,482,294 | 18,157,935 | 16,565,286 | 15,673,117 | 18,482,294 |
Retained Earnings [Member] | |||||
Balance | (27,230,734) | (25,705,993) | (21,959,575) | (21,145,828) | (25,705,993) |
Series A Convertible Preferred Stock dividends: | |||||
Accrual of earned dividends | |||||
Payment of dividends in kind | |||||
Issuance of common stock pursuant to cashless warrant exercise | |||||
Issuance of warrants in connection with issuance of convertible notes payable | |||||
Issuance of warrants in connection with exchange of convertible notes payable | |||||
Warrants issued in satisfaction of accrued interest | |||||
Stock-based compensation: | |||||
Options | |||||
Warrants | |||||
Common stock | |||||
Issuance of Series A Convertible Preferred Stock for cash | |||||
Issuance of common stock in connection with extension of notes payable | |||||
Reclassification of derivative liabilities to equity | |||||
Issuance of warrants in connection with issuance of notes payable | |||||
Issuance of warrants in connection with issuance of advance payable | |||||
Net loss | (1,313,113) | (1,524,741) | (1,164,688) | (813,747) | |
Balance | (28,543,847) | (27,230,734) | (23,124,263) | (21,959,575) | (28,543,847) |
Series A Convertible Preferred Stock [Member] | |||||
Balance | $ 1,342 | $ 1,342 | $ 1,258 | $ 1,245 | $ 1,342 |
Balance, shares | 1,342,195 | 1,342,195 | 1,258,416 | 1,245,083 | 1,342,195 |
Series A Convertible Preferred Stock dividends: | |||||
Accrual of earned dividends | |||||
Payment of dividends in kind | |||||
Payment of dividends in kind, shares | |||||
Issuance of common stock pursuant to cashless warrant exercise | |||||
Issuance of common stock pursuant to cashless warrant exercise, shares | |||||
Issuance of warrants in connection with issuance of convertible notes payable | |||||
Issuance of warrants in connection with exchange of convertible notes payable | |||||
Warrants issued in satisfaction of accrued interest | |||||
Stock-based compensation: | |||||
Options | |||||
Warrants | |||||
Common stock | |||||
Common stock, shares | |||||
Issuance of Series A Convertible Preferred Stock for cash | $ 3 | $ 13 | |||
Issuance of Series A Convertible Preferred Stock for cash, shares | 3,333 | 13,333 | |||
Issuance of common stock in connection with extension of notes payable | |||||
Issuance of common stock in connection with extension of notes payable, shares | |||||
Reclassification of derivative liabilities to equity | |||||
Issuance of warrants in connection with issuance of notes payable | |||||
Issuance of warrants in connection with issuance of advance payable | |||||
Net loss | |||||
Balance | $ 1,342 | $ 1,342 | $ 1,261 | $ 1,258 | $ 1,342 |
Balance, shares | 1,342,195 | 1,342,195 | 1,261,749 | 1,258,416 | 1,342,195 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (2,837,854) | $ (1,978,435) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liabilities | (16,977) | |
Amortization of debt discount | 277,932 | 44,530 |
Gain on forgiveness of accrued interest | (49,983) | |
Loss on extinguishment of notes payable | 49,718 | 132,691 |
Non-cash interest expense - warrants | 218,985 | 18,668 |
Stock-based compensation: | ||
Options | 206,400 | |
Warrants | 67,707 | 16,025 |
Common Stock | 9,637 | 321,397 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (37,695) | 10,639 |
Other current assets | 21,584 | (4,944) |
Accounts payable | 146,895 | 310,391 |
Accrued expenses | (463,996) | (142,426) |
Accrued expenses - related parties | (110,000) | (63,833) |
Accrued interest | 223,638 | 149,397 |
Accrued interest - related parties | 1,488 | 13,463 |
Accrued compensation | 17,968 | 35,619 |
Net Cash Used In Operating Activities | (2,257,576) | (1,153,795) |
Cash Flows From Financing Activities: | ||
Proceeds from advances payable | 100,000 | |
Proceeds from issuance of notes payable | 100,000 | |
Proceeds from issuance of convertible notes payable | 2,422,250 | 1,075,000 |
Proceeds from issuance of Series A Preferred Stock | 125,000 | |
Repayment of notes payable | (199,588) | (100,000) |
Repayment of convertible notes payable | (125,000) | (68,000) |
Repayment of advances payable | (105,000) | |
Net Cash Provided By Financing Activities | 2,097,662 | 1,127,000 |
Net Decrease In Cash and Restricted Cash | (159,914) | (26,795) |
Cash and Restricted Cash - Beginning of Period | 245,119 | 27,908 |
Cash and Restricted Cash - End of Period | 85,205 | 1,113 |
Cash and restricted cash consisted of the following: | ||
Cash | 81,705 | |
Restricted cash | 3,500 | |
Cash and Restricted cash | 85,205 | |
Cash paid for: | ||
Interest | ||
Income taxes | ||
Non-cash investing and financing activities: | ||
Original issue discount in connection with convertible note payable | 3,000 | |
Common stock issued in connection with payment of Series A Convertible Preferred Stock dividends in-kind | 474,475 | 430,905 |
Reclassification of derivative liabilities to equity | 345,830 | |
Issuance of common stock pursuant to cashless warrant exercise | 125 | |
Accrued interest converted into notes payable | 41,950 | |
Issuance of warrants in connection with the issuance of notes payable | 234,478 | |
Issuance of warrants in satisfaction of accrued interest | 82,350 | |
Accrual of earned preferred stock dividends | (449,264) | (423,190) |
Issuance of placement agent warrants | 10,907 | |
Issuance of common stock as debt discount in in connection with extension of notes payable | 188,125 | |
Repayment of convertible note payable and accrued interest by third party | 100,896 | |
Warrants and conversion options issued in connection with issuance and extension of notes payable | 161,256 | |
Warrants issued in connection with issuance of advance payable | $ 24,386 |
Business Organization, Nature o
Business Organization, Nature of Operations, Risks and Uncertainties and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization, Nature of Operations, Risks and Uncertainties and Basis of Presentation | Note 1 - Business Organization, Nature of Operations, Risks and Uncertainties and Basis of Presentation Organization and Operations Cell Source, Inc. (“Cell Source”, “CSI” or the “Company”) is a Nevada corporation formed on June 6, 2012 that is the parent company of Cell Source Limited (“CSL”), a wholly owned subsidiary which was founded in Israel in 2011 in order to commercialize a suite of inventions relating to certain cancer treatments. The Company is a biotechnology company focused on developing cell therapy treatments based on the management of immune tolerance. The Company’s lead prospective product is its patented Veto Cell immune system management technology, which is an immune tolerance biotechnology that enables the selective blocking of immune responses. CSL’s Veto Cell immune system management technology is based on technologies patented, owned, and licensed to CSL by Yeda Research and Development Company Limited, an Israeli corporation (“Yeda”) (see Note 8, Commitments and Contingencies Risks and Uncertainties In March 2020, the World Health Organization declared COVID-19, a novel strain of coronavirus, a pandemic. During 2020 and continuing into 2021, the global economy has been, and continues to be, affected by COVID-19. While the Company continues to see signs of economic recovery as certain governments began to gradually ease restrictions, provide economic stimulus and vaccine distribution accelerated, the rate of recovery on a global basis has been affected by resurgence of the virus or its variants in certain jurisdictions causing reinstatement of restrictions in certain jurisdictions. The Company continues to monitor the effects of COVID-19 and its impact on the Company’s operations, financial position, cash flows and its industry in general. The Company considered the impact of COVID-19 on its business and operational assumptions and estimates, and determined there were no material adverse impacts on the Company’s results of operations and financial position at June 30, 2021. The full extent of the future impact of COVID-19 on the Company’s operations and financial condition is uncertain. Accordingly, COVID-19 could have a material adverse effect on the Company’s business, results of operations, financial condition and prospects during 2021 and beyond, including the timing and ability of the Company to initiate and/or complete current and/or future preclinical studies and/or clinical trials, disrupt the Company’s regulatory activities, and/or have other adverse effects on the Company’s clinical development. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial position of the Company as of June 30, 2021 and the condensed consolidated results of its operations and cash flows for the three and six months ended June 30, 2021 and 2020. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the operating results for the full year ending December 31, 2021 or any other period. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2020 and for the year then ended which were included in the Company’s Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (“SEC”) on April 15, 2021. |
Going Concern and Management Pl
Going Concern and Management Plans | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management Plans | Note 2 - Going Concern and Management Plans During the six months ended June 30, 2021, the Company had not generated any revenues, had a net loss of approximately $ 2,838,000 and had used cash in operations of approximately $ 2,258,000 . As of June 30, 2021, the Company had a working capital deficiency of approximately $ 10,030,000 and an accumulated deficit of approximately $ 28,544,000 . Subsequent to June 30, 2021 and as more fully described in Note 9, Subsequent Events 575,000 through the issuance of convertible notes. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date these financial statements are issued. The Company is currently funding its operations on a month-to-month basis. While there can be no assurance that it will be successful, the Company is in active negotiations to raise additional capital. The Company’s primary sources of operating funds since inception have been equity and debt financings. Management’s plans include continued efforts to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis or, notwithstanding any request the Company may make, if the Company’s debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Since the date of the Annual Report on Form 10-K for the year ended December 31, 2020, there have been no material changes to the Company’s significant accounting policies. Loss Per Share The Company computes basic net loss per share by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. Weighted average shares outstanding for the three and six months ended June 30, 2021 and 2020 includes the weighted average impact of warrants to purchase an aggregate of 0 and 2,043,835 shares of common stock because their exercise price was determined to be nominal. The common stock equivalents associated with the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Weighted Average Dilutive Common Shares Anti-dilutive June 30, 2021 2020 Options 6,182,004 3,782,004 Warrants 9,946,388 5,744,477 Convertible notes [1] [2] 1,760,041 3,258,424 Convertible preferred stock 13,421,950 12,617,490 Total 31,310,383 25,402,395 [1] Convertible notes are assumed to be converted at the rate of $ 0.75 [2] Excludes shares of common stock underlying convertible notes that are expected to become convertible into shares of Series B and Series C Convertible Preferred Stock since such stock had not been designated by the Company as of June 30, 2021. See Note 9, Subsequent Events Reclassifications Certain prior period balance sheet amounts have been reclassified to conform to the fiscal 2021 presentation. These reclassifications have no impact on the previously reported net loss. Recently Issued Accounting Standards On May 3, 2021, the Financial Accounting Standards Board (the “FASB”) issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating this new standard and its impact on the Company’s condensed consolidated financial statements and related disclosures. |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note 4 - Fair Value The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all Level 3 liabilities measured at fair value on a recurring basis using unobservable inputs during the six months ended June 30, 2021: Schedule of Changes in Fair Value of Liabilities Measured at Fair Value on Recurring Basis Accrued Accrued Interest Compensation Total Balance - January 1, 2021 $ 539,836 $ 84,953 $ 624,789 Change in fair value 41,607 97 41,704 Issuance of warrants (82,350 ) - (82,350 ) Balance - March 31, 2021 499,093 85,050 584,143 Balance, beginning 499,093 85,050 584,143 Change in fair value 37,994 (9 ) 37,985 Accrual of warrant obligation 164,857 - 164,857 Accrual of common stock obligation - 7,097 7,097 Balance - June 30, 2021 $ 701,944 $ 92,138 $ 794,082 Balance, ending $ 701,944 $ 92,138 $ 794,082 Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company’s Level 3 liabilities shown in the above table consist of accrued obligations to issue warrants and common stock. In applying the Black-Scholes option pricing model utilized in the valuation of Level 3 liabilities, the Company used the following approximate assumptions: Schedule of Valuation of Level 3 Liabilities For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Risk-free interest rate 0.67 %- 0.87 % 0.24 %- 0.29 % 0.64 %- 0.92 % 0.33 %- 1.55 % Expected term (years) 4.00 - 5.00 4.00 - 5.00 4.00 - 5.00 0.52 - 5.00 Expected volatility 90 % 110 % 90 % 110 % Expected dividends 0.00 % 0.00 % 0.00 % 0.00 % The expected term used is the contractual life of the instrument being valued. Since the Company’s stock does not have significant trading volume, the Company is utilizing an expected volatility based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. As of June 30, 2021 and December 31, 2020, the Company had an obligation to issue 169,594 and 154,495 shares of common stock to service providers that had a fair value of $ 79,709 and $ 72,613 , respectively, which was a component of accrued compensation on the condensed consolidated balance sheet. See Note 6, Stockholders’ Deficiency – Stock Warrants |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5 – Notes Payable As of June 30, 2021 and through the date of this filing, notes and convertible notes payable with principal amounts totaling $ 1,933,412 and $ 2,870,634 250,000 issued a notice of default. See Note 8, Commitments and Contingencies – Litigation During the three months ended June 30, 2021 and 2020, the Company recorded interest expense of $ 162,845 and $ 93,879 , respectively, and amortization of debt discount of $ 155,169 and $ 36,228 , respectively. During the six months ended June 30, 2021 and 2020, the Company recorded interest expense of $ 443,732 and $ 181,528 , respectively, and amortization of debt discount of $ 277,932 and $ 44,530 , respectively. As of June 30, 2021 and December 31, 2020, the Company had $ 1,292,183 and $ 997,244 , respectively, of accrued interest (including interest in the form of warrants (see Note 4)) and penalties related to notes payable, which is included with accrued interest and accrued interest – related parties on the condensed consolidated balance sheets. Convertible Notes Payable During the six months ended June 30, 2021, the Company issued convertible notes payable in the aggregate principal amount of $ 922,250 which have maturity dates ranging from July 7, 2021 through December 23, 2021 . The notes accrue interest at 8 % per annum and are convertible into the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”) at a conversion price of $ 7.50 . The notes shall become convertible (i) at the holder’s option beginning on the date that the Company first issues any shares of its Series C Preferred Stock or (ii) automatically on the maturity date. In connection with the issuances, the Company issued five -year immediately vested warrants to purchase an aggregate of 737,800 shares of common stock at an exercise price $ 1.25 per share. The warrants had an issuance date relative fair value of $ 151,769 which will be amortized over the term of the notes. On January 28, 2021, the Company issued a convertible note payable in the amount of $ 647,222 which matures on July 28, 2021 in exchange for another note in the principal amount of $ 555,556 that accrued interest at 13 % per annum and had accrued interest of $ 41,948 . The new note accrues interest at 8 % per annum and such interest is payable at maturity, at the Company’s option, in cash or as payment-in-kind in common stock at a rate of $ 0.75 per share. The note shall become convertible, (i) beginning on the date that the Company first issues any shares of its Series C Preferred Stock, at the holder’s option into Series C Preferred Stock at a price of $ 7.50 per share or (ii) automatically on the maturity date into either Series C Preferred Stock at a price of $ 7.50 per share or common stock at price of $ 0.75 per share. If the Company fails to designate the Series C Preferred Stock by July 28, 2021, the note will be automatically converted into common stock at a price of $ 0.75 per share. In connection with the issuance of the convertible note, the Company issued a five -year immediately vested warrant to purchase 517,778 shares of common stock at an exercise price $ 1.25 per share. The warrants had an issuance date fair value of $ 106,183 that was recognized immediately. The Company determined the transaction was an extinguishment and, as a result, recognized a loss on extinguishment of notes payable of $ 49,718 on the condensed consolidated statement of operations during the six months ended June 30, 2021. On March 2, 2021, the Company amended a previously issued convertible note in the principal amount of $ 2,000,000 . In connection with this amendment, during the three months ended March 31, 2021, the Company (i) received further proceeds of $ 500,000 , (ii) increased the principal amount from $ 2,000,000 to $ 4,000,000 and (iii) issued five -year immediately vested warrants for the purchase of 800,000 shares of common stock at an exercise price of $ 1.25 per share, of which, warrants to purchase 400,000 shares of common stock were accrued for as December 31, 2020, and had an issuance date fair value of $ 164,700 which will be amortized over the term of the note. On June 18, 2021, the Company amended and restated the note in the principal amount of $ 4,000,000 1,000,000 increased the principal amount from $ 4,000,000 6,000,000 five-year 800,000 164,857 The Company may elect to convert the amended and restated note into shares of Series B Convertible Preferred Stock at a conversion price of $ 7.50 3,500,000 800,000 On March 11, 2021, the Company entered into convertible note purchase agreements with two noteholders whereby the Company agreed to repurchase an aggregate of $ 125,000 of convertible notes payable for the same amount in cash, at which time the notes were cancelled. In connection with the repayment, the parties agreed that the Company was no longer required to pay accrued interest associated with the notes payable in the amount of $ 49,983 . As a result, the Company recognized a gain on forgiveness of accrued interest of $ 49,983 on its condensed consolidated statement of operations during the six months ended June 30, 2021. On April 27, 2021, the Company amended the following terms of two convertible notes in the aggregate principal amount of $ 150,000 : (i) the maturity dates were extended to October 15, 2021 , (ii) the interest rate was amended from 8 % per annum to 10 % per annum and (iii) the shares into which the notes may be converted was amended from Series B Preferred Stock to Series C Preferred Stock. The Company determined the amendment represented a debt modification. Notes Payable During the six months ended June 30, 2021, the Company paid $ 100,000 to a noteholder as a partial repayment of principal such that the note had $ 150,000 See Note 8, Commitments and Contingencies – Litigation |
Stockholders_ Deficiency
Stockholders’ Deficiency | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Deficiency | Note 6 – Stockholders’ Deficiency Series A Convertible Preferred Stock During the three months ended June 30, 2021 and 2020, the Company accrued additional preferred dividends of $ 225,873 and $ 211,885 , respectively. During the six months ended June 30, 2021 and 2020, the Company accrued additional preferred dividends of $ 449,264 and $ 423,190 , respectively. During the three months ended June 30, 2021, the Company issued 632,677 shares of common stock at the stated value of $ 0.75 per share for aggregate value of $ 474,475 , pursuant to the terms of the Series A Convertible Preferred Stock Certificate of Designation, in connection with the partial payment of accrued dividends for Series A Convertible Preferred Stock. Stock Warrants On January 5, 2021, the Company issued 125,000 five -year immediately vested warrants to a note holder in satisfaction of certain noteholder rights with an exercise price $ 0.95 per share. The warrant had an issuance date fair value of $ 33,545 which was recognized immediately. During the six months ended June 30, 2021, the Company issued 125,071 shares of common stock pursuant to a cashless warrant exercise by a noteholder of warrants to purchase 221,275 shares of common stock at an exercise price of $ 0.75 per share. See Note 5, Notes Payable Stock Options On March 8, 2021, the Company granted 1,350,000 five -year immediately vested options under the Company’s Equity Incentive Plan to the Chief Executive Offer of the Company (of which, 750,000 were granted for service as Chief Executive Officer and 600,000 were granted for service as a director) with an exercise price $ 1.00 per share. The options had a grant date fair value of $ 218,600 which was recognized during the six months ended June 30, 2021. Stock-Based Compensation During the three months ended June 30, 2021, the Company issued 5,405 shares of immediately vested common stock to a service provided with a grant date fair value of $ 2,540 which was recognized immediately. During the three months ended June 30, 2021, the Company recognized stock-based compensation expense of $ 45,972 (consisting of $ 36,335 of expense related to warrants (of which, $ 36,326 has been included within stockholder’s deficiency and $ 9 has been included within accrued compensation) and $ 9,637 of expense related to common stock which has been included $ 7,097 within accrued compensation and $ 2,540 included within stockholder’s deficiency) which was included within general and administrative expenses. During the six months ended June 30, 2021, the Company recognized stock-based compensation expense of $ 283,744 (consisting of $ 67,707 of expense related to warrants (of which, $ 67,619 has been included within stockholder’s deficiency and $ 88 has been included within accrued compensation), $ 206,400 of expense related to options which has been included within stockholder’s deficiency and $ 9,637 of expense related to common stock which has been included $ 7,097 within accrued compensation and $ 2,540 included within stockholder’s deficiency) which was included within general and administrative expenses. During the three and six months ended June 30, 2020, the Company recognized stock-based compensation expense of $ 332,894 and $ 337,422 , respectively, related to common stock and warrants, which amounts were included within general and administrative expenses on the condensed consolidated statements of operations. As of June 30, 2021, there was $ 72,281 of unrecognized stock-based compensation expense to be recognized over a weighted average period of 0.50 years. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions As of June 30, 2021 and December 31, 2020, the Company was required to issue warrants to purchase an aggregate of 1,206,500 and 1,056,500 , respectively, shares of common stock at an exercise price of $ 0.75 per share to directors of the Company in connection with loans made to the Company in the aggregate amount of $ 459,000 which required certain penalties in the form of warrants. As a result, the Company had accrued $ 337,264 and $ 291,708 associated with the fair value of the obligations as of June 30, 2021 and December 31, 2020, respectively, which amount is included in accrued interest – related parties on the condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Yeda Research and License Agreement During the three months June 30, 2021 and 2020, the Company recorded research and development expenses of approximately $ 12,500 and $ 50,000 , respectively, related to its Research and License Agreement with Yeda (the “Agreement”). During the six months June 30, 2021 and 2020, the Company recorded research and development expenses of approximately $48,000 and $112,000, respectively, related to the Agreement. As of June 30, 2021 and December 31, 2020, the Company had $26,919 and $136,919, respectively, of accrued research and development expenses pursuant to the Agreement with Yeda, which are included within current liabilities on the condensed consolidated balance sheets. MD Anderson Sponsored Research Agreements The Company recognized $ 313,384 and $ 124,926 of research and development expenses during the three months ended June 30, 2021 and 2020, respectively, and $ 514,148 and $ 362,471 of research and development expenses during the six months ended June 30, 2021 and 2020, respectively, associated with services provided by The University of Texas M.D. Anderson Cancer Center (“MD Anderson”) under the two agreements with MD Anderson dated November 2018 and February 2019, respectively. 0 and $ 462,785 , respectively, of accrued research and development expenses pursuant to the agreements with MD Anderson. As of June 30, 2021, the Company had prepaid research costs of approximately $ 200,000 related to research to be performed during the three months ended September 30, 2021. Litigation Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. In January 2019, the holder of a promissory note in the principal amount of $ 250,000 due on March 16, 2016 instituted a collection action in the Supreme Court of the State of New York, County of New York. A motion for summary judgment was heard on July 12, 2019 and the Company did not oppose the motion. Judgment was entered in October 2019 in the amount of $ 267,680 and the Company’s motion to vacate was denied in February 2021. The Company has appealed the denial and is vigorously pursuing a motion to renew and reargue the motion to vacate so that it can present factual defenses to the plaintiff’s claims. The plaintiff has commenced steps to collect judgment. During the three months ended June 30, 2021, $ 99,588 was released to an officer of the court and has been accounted for as partial note repayment, such that, as of June 30, 2021, there was $ 150,412 outstanding under the note. Subsequent to June 30, 2021, on behalf of the Company, a third party deposited the full amount of the unpaid judgment with the court, which will be used to resolve the matter in the event of an adverse outcome. Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. As of June 30, 2021 and December 31, 2020, the Company had not accrued any amounts for contingencies. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events The Company has evaluated events that have occurred after the balance sheet and through the date the financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed below. Designation of Series C Convertible Preferred Stock On July 26, 2021, the Company’s Board of Directors approved the designation of 500,000 shares of the 10,000,000 authorized shares of preferred stock as Series C Convertible Preferred Stock, par value $ 0.001 per share. On July 27, 2021, the Company filed the Certificate of Designation with the State of Nevada related to the Series C Preferred Stock. The Series C Preferred stock has a stated value of $ 7.50 per share. Conversion. 7.50 0.75 Mandatory Conversion. Liquidation Preference. Voting Rights. The holders of Series C Preferred Stock have the right to vote on any matter submitted to a vote of holders of common stock, voting together with the common stock as one class, on an as-converted basis. Dividends. Holders of shares of Series C Preferred Stock will be entitled to receive cumulative dividends at an annual rate of 8 Convertible Notes Payable Issuances Subsequent to June 30, 2021, the Company issued convertible notes payable in the aggregate principal amount of $ 802,500 which have maturity dates ranging from January 8, 2022 through February 10, 2022 . The notes accrue interest at 8 % per annum and are convertible into the Company’s Series C Preferred Stock at a conversion price of $ 7.50 per share. The notes shall be become convertible at (i) the holder’s option, beginning on the date that the Company first issues any shares of its Series C Preferred Stock or (ii) automatically on the maturity date. In connection with the issuance of the convertible notes, the Company issued five -year immediately vested warrants to purchase an aggregate of 642,000 shares of common stock at an exercise price $ 1.25 per share. Convertible Notes Payable Conversions Subsequent to June 30, 2021, in connection with the designation of the Series C Convertible Preferred Stock, an aggregate of $ 1,262,223 of principal outstanding under convertible notes automatically converted into an aggregate of 168,295 shares of Series C Convertible Preferred Stock and the Company elected to pay an aggregate of $ 53,936 of interest accrued under such notes by the issuance of an aggregate of 71,915 shares of common stock. The aggregate note principal had a conversion price of $7.50 per share and the common stock was valued at $0.75 per share for purposes of the interest payment. Extension of Warrants In August 2021, the Company extended the expiration date of a warrant to purchase 75,000 0.75 37,500 0.75 Issuance of Common Stock Subsequent to June 30, 2021, the Company issued an aggregate of 165,099 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Loss Per Share | Loss Per Share The Company computes basic net loss per share by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share includes the dilution that would occur upon the exercise or conversion of all dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. Weighted average shares outstanding for the three and six months ended June 30, 2021 and 2020 includes the weighted average impact of warrants to purchase an aggregate of 0 and 2,043,835 shares of common stock because their exercise price was determined to be nominal. The common stock equivalents associated with the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Weighted Average Dilutive Common Shares Anti-dilutive June 30, 2021 2020 Options 6,182,004 3,782,004 Warrants 9,946,388 5,744,477 Convertible notes [1] [2] 1,760,041 3,258,424 Convertible preferred stock 13,421,950 12,617,490 Total 31,310,383 25,402,395 [1] Convertible notes are assumed to be converted at the rate of $ 0.75 [2] Excludes shares of common stock underlying convertible notes that are expected to become convertible into shares of Series B and Series C Convertible Preferred Stock since such stock had not been designated by the Company as of June 30, 2021. See Note 9, Subsequent Events |
Reclassifications | Reclassifications Certain prior period balance sheet amounts have been reclassified to conform to the fiscal 2021 presentation. These reclassifications have no impact on the previously reported net loss. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards On May 3, 2021, the Financial Accounting Standards Board (the “FASB”) issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating this new standard and its impact on the Company’s condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Dilutive Common Shares Anti-dilutive | The common stock equivalents associated with the following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: Schedule of Weighted Average Dilutive Common Shares Anti-dilutive June 30, 2021 2020 Options 6,182,004 3,782,004 Warrants 9,946,388 5,744,477 Convertible notes [1] [2] 1,760,041 3,258,424 Convertible preferred stock 13,421,950 12,617,490 Total 31,310,383 25,402,395 [1] Convertible notes are assumed to be converted at the rate of $ 0.75 [2] Excludes shares of common stock underlying convertible notes that are expected to become convertible into shares of Series B and Series C Convertible Preferred Stock since such stock had not been designated by the Company as of June 30, 2021. See Note 9, Subsequent Events |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes in Fair Value of Liabilities Measured at Fair Value on Recurring Basis | The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all Level 3 liabilities measured at fair value on a recurring basis using unobservable inputs during the six months ended June 30, 2021: Schedule of Changes in Fair Value of Liabilities Measured at Fair Value on Recurring Basis Accrued Accrued Interest Compensation Total Balance - January 1, 2021 $ 539,836 $ 84,953 $ 624,789 Change in fair value 41,607 97 41,704 Issuance of warrants (82,350 ) - (82,350 ) Balance - March 31, 2021 499,093 85,050 584,143 Balance, beginning 499,093 85,050 584,143 Change in fair value 37,994 (9 ) 37,985 Accrual of warrant obligation 164,857 - 164,857 Accrual of common stock obligation - 7,097 7,097 Balance - June 30, 2021 $ 701,944 $ 92,138 $ 794,082 Balance, ending $ 701,944 $ 92,138 $ 794,082 |
Schedule of Valuation of Level 3 Liabilities | In applying the Black-Scholes option pricing model utilized in the valuation of Level 3 liabilities, the Company used the following approximate assumptions: Schedule of Valuation of Level 3 Liabilities For the Three Months Ended For the Six Months Ended June 30, June 30, 2021 2020 2021 2020 Risk-free interest rate 0.67 %- 0.87 % 0.24 %- 0.29 % 0.64 %- 0.92 % 0.33 %- 1.55 % Expected term (years) 4.00 - 5.00 4.00 - 5.00 4.00 - 5.00 0.52 - 5.00 Expected volatility 90 % 110 % 90 % 110 % Expected dividends 0.00 % 0.00 % 0.00 % 0.00 % |
Going Concern and Management _2
Going Concern and Management Plans (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net Income (Loss) Attributable to Parent | $ 1,313,113 | $ 1,164,688 | $ 2,837,854 | $ 1,978,435 | |
Net Cash Provided by (Used in) Operating Activities | 2,257,576 | $ 1,153,795 | |||
[custom:WorkingCapitalSurplusDeficiency-0] | 10,030,000 | 10,030,000 | |||
Retained Earnings (Accumulated Deficit) | $ 28,543,847 | 28,543,847 | $ 25,705,993 | ||
Proceeds from Issuance of Senior Long-term Debt | $ (575,000) |
Schedule of Weighted Average Di
Schedule of Weighted Average Dilutive Common Shares Anti-dilutive (Details) - shares | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 31,310,383 | 25,402,395 | |
Share-based Payment Arrangement, Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 6,182,004 | 3,782,004 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 9,946,388 | 5,744,477 | |
Convertible Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | [1],[2] | 1,760,041 | 3,258,424 |
Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 13,421,950 | 12,617,490 | |
[1] | Convertible notes are assumed to be converted at the rate of $ 0.75 | ||
[2] | Excludes shares of common stock underlying convertible notes that are expected to become convertible into shares of Series B and Series C Convertible Preferred Stock since such stock had not been designated by the Company as of June 30, 2021. See Note 9, Subsequent Events |
Schedule of Weighted Average _2
Schedule of Weighted Average Dilutive Common Shares Anti-dilutive (Details) (Parenthetical) | Jun. 30, 2021$ / shares |
Accounting Policies [Abstract] | |
Debt Instrument, Convertible, Conversion Price | $ 0.75 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||
Weighted average impact of warrants | 0 | 2,043,835 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Inputs, Level 3 [Member] - Fair Value, Recurring [Member] - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance, beginning | $ 584,143 | $ 624,789 |
Change in fair value | 41,704 | |
Issuance of warrants | (82,350) | |
Change in fair value | 37,985 | |
Accrual of warrant obligation | 164,857 | |
Accrual of common stock obligation | 7,097 | |
Balance, ending | 794,082 | 584,143 |
Accrued Interest [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance, beginning | 499,093 | 539,836 |
Change in fair value | 41,607 | |
Issuance of warrants | (82,350) | |
Change in fair value | 37,994 | |
Accrual of warrant obligation | 164,857 | |
Accrual of common stock obligation | ||
Balance, ending | 701,944 | 499,093 |
Accrued Compensation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance, beginning | 85,050 | 84,953 |
Change in fair value | 97 | |
Issuance of warrants | ||
Change in fair value | (9) | |
Accrual of warrant obligation | ||
Accrual of common stock obligation | 7,097 | |
Balance, ending | $ 92,138 | $ 85,050 |
Schedule of Valuation of Level
Schedule of Valuation of Level 3 Liabilities (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Measurement Input, Option Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value measurement input, percentage | 0.90 | 1.10 | 0.90 | 1.10 |
Measurement Input, Expected Dividend Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value measurement input, percentage | 0 | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Minimum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value measurement input, percentage | 0.67 | 0.24 | 0.64 | 0.33 |
Fair value measurement expected term years | 4 years | 4 years | 4 years | 6 months 7 days |
Fair Value, Inputs, Level 3 [Member] | Maximum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value measurement input, percentage | 0.87 | 0.29 | 0.92 | 1.55 |
Fair value measurement expected term years | 5 years | 5 years | 5 years | 5 years |
Fair Value (Details Narrative)
Fair Value (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | ||
Number of common stock shares issued for sevice | 169,594 | 154,495 |
Value of common stock shares issued for service | $ 79,709 | $ 72,613 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jul. 28, 2021 | Jun. 18, 2021 | Apr. 27, 2021 | Mar. 11, 2021 | Mar. 02, 2021 | Jan. 28, 2021 | Aug. 12, 2021 | Jan. 31, 2019 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Aug. 31, 2021 | Jun. 26, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||||||||||||||||
Notes Payable, Current | $ 813,412 | $ 813,412 | $ 1,013,000 | ||||||||||||||
Debt principal amount | $ 250,000 | ||||||||||||||||
Debt discount | 155,169 | $ 36,228 | 277,932 | $ 44,530 | |||||||||||||
Accrued interest and penalties related to notes payable | $ 1,292,183 | $ 1,292,183 | $ 997,244 | ||||||||||||||
Debt conversion price per share | $ 0.75 | $ 0.75 | |||||||||||||||
Warrant term | 5 years | 5 years | 5 years | ||||||||||||||
Warrant to purchase shares of common stock | 400,000 | ||||||||||||||||
Fair value of warrants | $ 164,857 | $ 164,700 | |||||||||||||||
Debt Instrument, Maturity Date | Mar. 16, 2016 | ||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Long-term Debt, Gross | $ 3,500,000 | $ 3,500,000 | |||||||||||||||
Repayment of convertible notes payable | 125,000 | 68,000 | |||||||||||||||
Forgivness of accrued interest | 49,983 | ||||||||||||||||
Repayments of Notes Payable | 99,588 | 199,588 | 100,000 | ||||||||||||||
Notes payable - related parties | $ 150,000 | 150,000 | $ 150,000 | ||||||||||||||
Notehloder [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Repayments of Notes Payable | $ 100,000 | ||||||||||||||||
Convertible Note Purchase Agreements [Member] | Two Note Holders [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Repayment of convertible notes payable | $ 125,000 | ||||||||||||||||
Notes payable | $ 49,983 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.75 | $ 0.75 | $ 0.75 | ||||||||||||||
Warrant [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Warrant to purchase shares of common stock | 800,000 | 800,000 | 800,000 | ||||||||||||||
Warrant exercise price share | $ 1.25 | $ 0.75 | |||||||||||||||
Number of warrant to purchase shares of common stock | 800,000 | 800,000 | |||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt conversion price per share | $ 0.75 | ||||||||||||||||
Shares Issued, Price Per Share | $ 7.50 | ||||||||||||||||
Preferred Stock, Conversion Basis | The note shall become convertible, (i) beginning on the date that the Company first issues any shares of its Series C Preferred Stock, at the holder’s option into Series C Preferred Stock at a price of $ | ||||||||||||||||
Series C Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Common Stock, Convertible, Conversion Price, Increase | $ 0.75 | ||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 7.50 | $ 7.50 | |||||||||||||||
Notes Payable [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Interest expense | $ 162,845 | 93,879 | $ 443,732 | 181,528 | |||||||||||||
Debt discount | 155,169 | $ 36,228 | 277,932 | $ 44,530 | |||||||||||||
Notes Payable [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Notes Payable, Current | 1,933,412 | 1,933,412 | |||||||||||||||
Convertible Notes Payable, Current | 2,870,634 | 2,870,634 | |||||||||||||||
Past Due Notes Payable [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt principal amount | 250,000 | 250,000 | |||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt principal amount | $ 922,250 | $ 922,250 | |||||||||||||||
Debt maturity start date | Jul. 7, 2021 | ||||||||||||||||
Debt maturity end date | Dec. 23, 2021 | ||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | ||||||||||||||
Warrant to purchase shares of common stock | 517,778 | 737,800 | 737,800 | ||||||||||||||
Warrant exercise price share | $ 1.25 | $ 1.25 | $ 1.25 | ||||||||||||||
Fair value of warrants | $ 106,183 | $ 151,769 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 4,000,000 | $ 2,000,000 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost | $ 49,718 | ||||||||||||||||
Proceeds from Issuance of Debt | $ 1,000,000 | $ 500,000 | |||||||||||||||
Convertible Notes Payable [Member] | Minimum [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Increase (Decrease), Net | 4,000,000 | 2,000,000 | |||||||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Instrument, Increase (Decrease), Net | $ 6,000,000 | $ 4,000,000 | |||||||||||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt maturity start date | Jan. 8, 2022 | ||||||||||||||||
Debt maturity end date | Feb. 10, 2022 | ||||||||||||||||
Warrant term | 5 years | ||||||||||||||||
Warrant to purchase shares of common stock | 642,000 | ||||||||||||||||
Warrant exercise price share | $ 1.25 | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 802,500 | ||||||||||||||||
Convertible Notes Payable [Member] | Series C Preferred Stock [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Notes accrue interest rate | 8.00% | 8.00% | |||||||||||||||
Debt conversion price per share | $ 7.50 | $ 7.50 | |||||||||||||||
Convertible Notes Payable [Member] | Series C Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Notes accrue interest rate | 8.00% | ||||||||||||||||
Debt conversion price per share | $ 7.50 | $ 7.50 | |||||||||||||||
Convertible Notes Payable One [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 647,222 | ||||||||||||||||
Debt Instrument, Maturity Date | Jul. 28, 2021 | ||||||||||||||||
Convertible Notes Payable Two [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt principal amount | $ 555,556 | ||||||||||||||||
Notes accrue interest rate | 13.00% | ||||||||||||||||
Interest Payable | $ 41,948 | ||||||||||||||||
New Note [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Notes accrue interest rate | 8.00% | ||||||||||||||||
Shares Issued, Price Per Share | $ 0.75 | ||||||||||||||||
New Note [Member] | Series C Preferred Stock [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Shares Issued, Price Per Share | $ 7.50 | ||||||||||||||||
Convertible Notes Two [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 150,000 | ||||||||||||||||
Debt Instrument, Maturity Date | Oct. 15, 2021 | ||||||||||||||||
Convertible Notes Two [Member] | Minimum [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Notes accrue interest rate | 8.00% | ||||||||||||||||
Convertible Notes Two [Member] | Maximum [Member] | |||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||
Notes accrue interest rate | 10.00% |
Stockholders_ Deficiency (Detai
Stockholders’ Deficiency (Details Narrative) - USD ($) | Mar. 08, 2021 | Jan. 05, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Jan. 28, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Additional preferred dividends | $ 225,873 | $ 211,885 | $ 449,264 | $ 423,190 | |||||||
Stock Issued During Period, Value, New Issues | 25,000 | $ 100,000 | |||||||||
Fair value of warrants | 164,857 | $ 164,700 | |||||||||
Warrants purchase for common stock | 400,000 | ||||||||||
Grant date fair value of options | $ 2,540 | ||||||||||
Vested number of shares | 5,405 | ||||||||||
Stock-based compensation expense | $ 45,972 | 332,894 | 283,744 | 337,422 | |||||||
[custom:WarrantsBasedCompensation] | 36,335 | 67,707 | 16,025 | ||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 36,326 | ||||||||||
Employee-related Liabilities, Current | 9 | 9 | |||||||||
Stock or Unit Option Plan Expense | 9,637 | 206,400 | |||||||||
Accrued Compensation | 7,097 | 7,097 | |||||||||
Stockholders Deficiency | 2,540 | 2,540 | |||||||||
APIC, Share-based Payment Arrangement, Other, Increase for Cost Recognition | 36,343 | $ 31,276 | $ 16,129 | 67,619 | |||||||
Employee Related Liabilitie Current | 88 | 88 | |||||||||
[custom:CommonStockBasedCompensation] | 9,637 | $ 321,397 | |||||||||
Unrecognized share based compensation | $ 72,281 | $ 72,281 | |||||||||
Unrecognized share based compensation weighted average period | 6 months | ||||||||||
Equity Option [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Option exercise price | $ 1 | ||||||||||
Grant date fair value of options | $ 218,600 | ||||||||||
Stock or Unit Option Plan Expense | $ 206,400 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Options vesting term | 5 years | ||||||||||
Option granted for services | 1,350,000 | 750,000 | |||||||||
Director [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Warrants purchase for common stock | 1,206,500 | 1,206,500 | 1,056,500 | ||||||||
Option granted for services | 600,000 | ||||||||||
Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 632,677 | ||||||||||
Shares Issued, Price Per Share | $ 0.75 | $ 0.75 | $ 0.75 | ||||||||
Stock Issued During Period, Value, New Issues | $ 474,475 | ||||||||||
Issued shares of common stock pursuant to a cashless warrant | 125,071 | ||||||||||
APIC, Share-based Payment Arrangement, Other, Increase for Cost Recognition | |||||||||||
Warrant [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Warrants purchase for common stock | 800,000 | 800,000 | |||||||||
Warrants exercise price | $ 1.25 | $ 0.75 | |||||||||
Warrants purchase for common stock | 800,000 | 800,000 | 800,000 | ||||||||
Warrant [Member] | Note Holder [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Warrants purchase for common stock | 125,000 | ||||||||||
Options vesting term | 5 years | ||||||||||
Warrants exercise price | $ 0.95 | $ 0.75 | $ 0.75 | ||||||||
Fair value of warrants | $ 33,545 | ||||||||||
Issued shares of common stock pursuant to a cashless warrant | 125,071 | ||||||||||
Warrants purchase for common stock | 221,275 | 221,275 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Warrant [Member] | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Warrants purchase for common stock | 800,000 | ||
Warrants exercise price | $ 1.25 | $ 0.75 | |
Director [Member] | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Warrants purchase for common stock | 1,206,500 | 1,056,500 | |
Loan amount | $ 459,000 | ||
Accrued interest - related parties | $ 337,264 | $ 291,708 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Oct. 31, 2019 | Jan. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Research and development expenses | $ 355,051 | $ 159,926 | $ 590,815 | $ 417,471 | |||
Accrued research and development expenses | 695,955 | 695,955 | $ 1,159,950 | ||||
Prepaid research costs | 200,000 | 200,000 | |||||
Debt Instrument, Face Amount | $ 250,000 | ||||||
Debt Instrument, Maturity Date | Mar. 16, 2016 | ||||||
Litigation Settlement, Amount Awarded from Other Party | $ 267,680 | ||||||
Repayments of Notes Payable | 99,588 | 199,588 | 100,000 | ||||
Repayments of Related Party Debt | 150,412 | ||||||
Yeda Research and License Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Research and development expenses | 12,500 | 50,000 | |||||
MD Anderson Sponsored Research Agreements [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Research and development expenses | 313,384 | 124,926 | 514,148 | 362,471 | |||
Accrued research and development expenses | $ 0 | $ 462,785 | $ 0 | $ 462,785 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 26, 2021 | Jun. 18, 2021 | Mar. 02, 2021 | Aug. 12, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2021 | Aug. 31, 2021 | Jul. 27, 2021 | Jul. 26, 2021 | Mar. 31, 2021 | Jan. 28, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||||||||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Convertible preferred stock, par value | 0.001 | 0.001 | 0.001 | ||||||||||||
Debt instrument, conversion price | $ 0.75 | $ 0.75 | |||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 400,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 632,677 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 800,000 | 800,000 | 800,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.25 | $ 0.75 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 800,000 | 800,000 | |||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 4,000,000 | $ 2,000,000 | |||||||||||||
Debt Instrument, Maturity Date Range, Start | Jul. 7, 2021 | ||||||||||||||
Debt Instrument, Maturity Date Range, End | Dec. 23, 2021 | ||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 737,800 | 737,800 | 517,778 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.25 | $ 1.25 | $ 1.25 | ||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Convertible preferred stock, par value | $ 7.50 | ||||||||||||||
Debt instrument, conversion price | $ 0.75 | ||||||||||||||
Common stock voting rights, description | The holders of Series C Preferred Stock have the right to vote on any matter submitted to a vote of holders of common stock, voting together with the common stock as one class, on an as-converted basis. | ||||||||||||||
Dividend payment, description | Holders of shares of Series C Preferred Stock will be entitled to receive cumulative dividends at an annual rate of 8% of the stated value. Dividends are payable semi-annually on June 30 and December 31, commencing on December 31, 2022, either by (i) issuance of shares of common stock at the rate of $0.75 per share of common stock or (ii) in cash. | ||||||||||||||
Percentage of preferred stock dividend | 8.00% | ||||||||||||||
Series C Preferred Stock [Member] | Convertible Notes Payable [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument, conversion price | $ 7.50 | $ 7.50 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||||||
Subsequent Event [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Preferred stock shares authorized | 10,000,000 | ||||||||||||||
Subsequent Event [Member] | Consultants [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 165,099 | ||||||||||||||
Subsequent Event [Member] | Warrant [Member] | August 4, 2021 to August 4, 2025 [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 75,000 | ||||||||||||||
Subsequent Event [Member] | Warrant [Member] | August 26, 2021 to August 26, 2025 [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 37,500 | ||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 802,500 | ||||||||||||||
Debt Instrument, Maturity Date Range, Start | Jan. 8, 2022 | ||||||||||||||
Debt Instrument, Maturity Date Range, End | Feb. 10, 2022 | ||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 642,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.25 | ||||||||||||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Preferred stock shares authorized | 500,000 | ||||||||||||||
Preferred stock, par value | $ 7.50 | $ 0.001 | |||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 168,295 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 71,915 | ||||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | Convertible Notes Payable [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument, conversion price | $ 7.50 | $ 7.50 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | Convertible Notes Payable [Member] | Common Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Common Stock Convertible Conversion Price | $ 0.75 | ||||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | NoteHolders [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,262,223 | ||||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | NotesHolders [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Interest Payable | $ 53,936 |