Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 05, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
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 | 35,252,389 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 65,940 | $ 93,095 |
Prepaid expenses | 274,318 | 203,750 |
Other current assets | 20,353 | 16,922 |
Total Assets | 360,611 | 313,767 |
Current Liabilities: | ||
Accounts payable | 674,220 | 223,041 |
Accrued expenses | 1,284,619 | 1,097,021 |
Accrued expenses - related party | 72,000 | 72,000 |
Accrued interest | 775,931 | 725,308 |
Accrued interest - related parties | 918,411 | 456,917 |
Accrued compensation | 829,766 | 766,102 |
Notes payable, net of debt discount of $20,986 and $0 as of September 30, 2022 and December 31, 2021, respectively | 760,107 | 759,912 |
Notes payable - related parties | 150,000 | 150,000 |
Convertible notes payable, net of debt discount of $11,802 and $71,124 as of September 30, 2022 and December 31, 2021, respectively | 708,158 | 1,834,446 |
Convertible notes payable - related parties, net of debt discount of $158,144 and $0 as of September 30, 2022 and December 31, 2021, respectively | 5,566,856 | 3,725,000 |
Advances payable | 135,000 | 135,000 |
Advances payable - related party | 100,000 | 100,000 |
Financing liability | 27,926 | |
Accrued dividend payable | 339,513 | 67,229 |
Total Liabilities | 12,314,581 | 10,139,902 |
Commitments and contingencies (Note 8) | ||
Stockholders’ Deficiency: | ||
Common Stock, $0.001 par value, 200,000,000 shares authorized; 35,244,850 and 34,360,546 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 35,245 | 34,361 |
Additional paid-in capital | 23,017,863 | 21,316,318 |
Accumulated deficit | (35,008,903) | (31,178,428) |
Total Stockholders’ Deficiency | (11,953,970) | (9,826,135) |
Total Liabilities and Stockholders’ Deficiency | 360,611 | 313,767 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders’ Deficiency: | ||
Preferred stock, value | 1,342 | 1,342 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders’ Deficiency: | ||
Preferred stock, value | $ 483 | $ 272 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value, per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock par or stated value, per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 35,244,850 | 34,360,546 |
Common stock, shares outstanding | 35,244,850 | 34,360,546 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares designated | 1,335,000 | 1,335,000 |
Preferred stock, shares issued | 1,342,195 | 1,342,195 |
Preferred stock, shares outstanding | 1,342,195 | 1,342,195 |
Preferred stock liquidation preference value | $ 10,294,818 | $ 10,066,463 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, shares designated | 500,000 | 500,000 |
Preferred stock, shares issued | 482,776 | 272,021 |
Preferred stock, shares outstanding | 482,776 | 272,021 |
Preferred stock liquidation preference value | $ 3,731,980 | $ 2,107,388 |
Notes Payable [Member] | ||
Debt discount | 20,986 | 0 |
Convertible Notes Payable [Member] | ||
Debt discount | 11,802 | 71,124 |
Convertible Notes Payable Related Parties [Member] | ||
Debt discount | $ 158,144 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Expenses: | ||||
Research and development | $ 468,005 | $ 446,773 | $ 1,487,520 | $ 1,037,588 |
Research and development - related party | 14,500 | 12,500 | 43,500 | 60,475 |
General and administrative | 533,538 | 856,059 | 1,571,572 | 2,333,724 |
Total Operating Expenses | 1,016,043 | 1,315,332 | 3,102,592 | 3,431,787 |
Loss From Operations | (1,016,043) | (1,315,332) | (3,102,592) | (3,431,787) |
Other (Expense) Income: | ||||
Interest expense | (41,581) | (191,626) | (153,306) | (588,314) |
Interest expense - related parties | (138,373) | (22,805) | (386,775) | (69,849) |
Amortization of debt discount | (23,561) | (269,805) | (113,249) | (547,737) |
Amortization of debt discount - related party | (32,748) | (74,553) | ||
Gain on forgiveness of accrued interest | 49,983 | |||
Loss on extinguishment of notes payable | (49,718) | |||
Total Other Expense | (236,263) | (484,236) | (727,883) | (1,205,635) |
Net Loss | (1,252,306) | (1,799,568) | (3,830,475) | (4,637,422) |
Dividend attributable to Series A and Series C preferred stockholders | (299,827) | (246,192) | (869,715) | (695,456) |
Net Loss Applicable to Common Stockholders | $ (1,552,133) | $ (2,045,760) | $ (4,700,190) | $ (5,332,878) |
Net Loss Per Common Share - Basic and Diluted | $ (0.04) | $ (0.06) | $ (0.14) | $ (0.16) |
Weighted Average Common Shares Outstanding - Basic and Diluted | 35,240,745 | 33,461,141 | 34,696,011 | 32,897,010 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Balance, value | $ (10,766,559) | $ (9,997,117) | $ (9,826,135) | $ (10,026,910) | $ (9,038,794) | $ (7,947,382) | $ (9,826,135) | $ (7,947,382) |
Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock | 98,886 | 114,473 | 1,433,095 | 1,316,158 | ||||
Series A and C Convertible Preferred Stock dividends: | ||||||||
Accrual of earned dividends | (299,827) | (244,971) | (324,917) | (246,192) | (225,873) | (223,391) | ||
Conversion of Series C Convertible Preferred Stock into common stock | ||||||||
Issuance of common stock pursuant to cashless warrant exercise | ||||||||
Warrants modification expense | 29,000 | |||||||
Common stock issued in satisfaction of accrued compensation | 7,097 | |||||||
Issuance of warrants in connection with issuance of convertible notes payable | 8,043 | 226,791 | 196,966 | |||||
Stock-based compensation: | ||||||||
Common stock | 70,500 | 2,540 | ||||||
Warrants | 5,372 | 70,009 | 36,343 | 31,276 | ||||
Net loss | (1,252,306) | (1,285,594) | (1,292,575) | (1,799,568) | (1,313,113) | (1,524,741) | (3,830,475) | (4,637,422) |
Payment of dividends in kind | 597,431 | 474,475 | ||||||
Issuance of warrants in connection with issuance of convertible notes payable | 76,509 | 49,219 | 37,512 | 139,728 | ||||
Warrants issued in satisfaction of accrued interest | 114,727 | 165,216 | 82,350 | |||||
Options | 74,600 | 206,400 | ||||||
Balance, value | (11,953,970) | (10,766,559) | (9,997,117) | (10,187,899) | (10,026,910) | (9,038,794) | (11,953,970) | (10,187,899) |
Common Stock [Member] | ||||||||
Balance, value | $ 35,240 | $ 34,437 | $ 34,361 | $ 33,301 | $ 32,663 | $ 32,538 | $ 34,361 | $ 32,538 |
Balance, shares | 35,239,669 | 34,437,076 | 34,360,546 | 33,301,564 | 32,663,482 | 32,538,411 | 34,360,546 | 32,538,411 |
Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock | $ 5 | $ 6 | $ 76 | $ 72 | ||||
Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock, shares | 5,181 | 5,964 | 76,530 | 71,915 | ||||
Series A and C Convertible Preferred Stock dividends: | ||||||||
Accrual of earned dividends | ||||||||
Conversion of Series C Convertible Preferred Stock into common stock | $ 50 | |||||||
Conversion of Series C Convertible Preferred Stock into common stock, shares | 50,000 | |||||||
Issuance of common stock pursuant to cashless warrant exercise | $ 125 | |||||||
Issuance of common stock pursuant to cashless warrant exercise, shares | 125,071 | |||||||
Warrants modification expense | ||||||||
Common stock issued in satisfaction of accrued compensation | $ 16 | |||||||
Common stock issued in satisfaction of accrued compensation, shares | 15,099 | |||||||
Issuance of warrants in connection with issuance of convertible notes payable | ||||||||
Stock-based compensation: | ||||||||
Common stock | $ 150 | $ 5 | ||||||
Common stock, shares | 150,000 | 5,405 | ||||||
Warrants | ||||||||
Net loss | ||||||||
Payment of dividends in kind | $ 797 | $ 633 | ||||||
Payment of dividends in kind, shares | 796,629 | 632,677 | ||||||
Issuance of warrants in connection with issuance of convertible notes payable | ||||||||
Warrants issued in satisfaction of accrued interest | ||||||||
Options | ||||||||
Balance, value | $ 35,245 | $ 35,240 | $ 34,437 | $ 33,589 | $ 33,301 | $ 32,663 | $ 35,245 | $ 33,589 |
Balance, shares | 35,244,850 | 35,239,669 | 34,437,076 | 33,588,578 | 33,301,564 | 32,663,482 | 35,244,850 | 33,588,578 |
Additional Paid-in Capital [Member] | ||||||||
Balance, value | $ 22,952,986 | $ 22,437,652 | $ 21,316,318 | $ 18,482,294 | $ 18,157,935 | $ 17,724,731 | $ 21,316,318 | $ 17,724,731 |
Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock | 98,868 | 114,452 | 1,432,836 | 1,315,918 | ||||
Series A and C Convertible Preferred Stock dividends: | ||||||||
Accrual of earned dividends | (299,827) | (244,971) | (324,917) | (246,192) | (225,873) | (223,391) | ||
Conversion of Series C Convertible Preferred Stock into common stock | (45) | |||||||
Issuance of common stock pursuant to cashless warrant exercise | (125) | |||||||
Warrants modification expense | 29,000 | |||||||
Common stock issued in satisfaction of accrued compensation | 7,081 | |||||||
Issuance of warrants in connection with issuance of convertible notes payable | 8,043 | 226,791 | 196,966 | |||||
Stock-based compensation: | ||||||||
Common stock | 70,350 | 2,535 | ||||||
Warrants | 5,372 | 70,009 | 36,343 | 31,276 | ||||
Net loss | ||||||||
Payment of dividends in kind | 596,634 | 473,842 | ||||||
Issuance of warrants in connection with issuance of convertible notes payable | 76,509 | 49,219 | 37,512 | 139,728 | ||||
Warrants issued in satisfaction of accrued interest | 114,727 | 165,216 | 82,350 | |||||
Options | 74,600 | 206,400 | ||||||
Balance, value | 23,017,863 | 22,952,986 | 22,437,652 | 20,120,422 | 18,482,294 | 18,157,935 | 23,017,863 | 20,120,422 |
Retained Earnings [Member] | ||||||||
Balance, value | (33,756,597) | (32,471,003) | (31,178,428) | (28,543,847) | (27,230,734) | (25,705,993) | (31,178,428) | (25,705,993) |
Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock | ||||||||
Series A and C Convertible Preferred Stock dividends: | ||||||||
Accrual of earned dividends | ||||||||
Conversion of Series C Convertible Preferred Stock into common stock | ||||||||
Issuance of common stock pursuant to cashless warrant exercise | ||||||||
Warrants modification expense | ||||||||
Common stock issued in satisfaction of accrued compensation | ||||||||
Issuance of warrants in connection with issuance of convertible notes payable | ||||||||
Stock-based compensation: | ||||||||
Common stock | ||||||||
Warrants | ||||||||
Net loss | (1,252,306) | (1,285,594) | (1,292,575) | (1,799,568) | (1,313,113) | (1,524,741) | ||
Payment of dividends in kind | ||||||||
Issuance of warrants in connection with issuance of convertible notes payable | ||||||||
Warrants issued in satisfaction of accrued interest | ||||||||
Options | ||||||||
Balance, value | (35,008,903) | (33,756,597) | (32,471,003) | (30,343,415) | (28,543,847) | (27,230,734) | (35,008,903) | (30,343,415) |
Series A Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Balance, value | $ 1,342 | $ 1,342 | $ 1,342 | $ 1,342 | $ 1,342 | $ 1,342 | $ 1,342 | $ 1,342 |
Balance, shares | 1,342,195 | 1,342,195 | 1,342,195 | 1,342,195 | 1,342,195 | 1,342,195 | 1,342,195 | 1,342,195 |
Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock | ||||||||
Series A and C Convertible Preferred Stock dividends: | ||||||||
Accrual of earned dividends | ||||||||
Conversion of Series C Convertible Preferred Stock into common stock | ||||||||
Issuance of common stock pursuant to cashless warrant exercise | ||||||||
Warrants modification expense | ||||||||
Common stock issued in satisfaction of accrued compensation | ||||||||
Issuance of warrants in connection with issuance of convertible notes payable | ||||||||
Stock-based compensation: | ||||||||
Common stock | ||||||||
Warrants | ||||||||
Net loss | ||||||||
Payment of dividends in kind | ||||||||
Issuance of warrants in connection with issuance of convertible notes payable | ||||||||
Warrants issued in satisfaction of accrued interest | ||||||||
Options | ||||||||
Balance, value | $ 1,342 | $ 1,342 | $ 1,342 | $ 1,342 | $ 1,342 | $ 1,342 | $ 1,342 | $ 1,342 |
Balance, shares | 1,342,195 | 1,342,195 | 1,342,195 | 1,342,195 | 1,342,195 | 1,342,195 | 1,342,195 | 1,342,195 |
Series C Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Balance, value | $ 470 | $ 455 | $ 272 | $ 272 | ||||
Balance, shares | 470,109 | 455,443 | 272,021 | 272,021 | ||||
Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock | $ 13 | $ 15 | $ 183 | $ 168 | ||||
Conversion of convertible notes payable and accrued interest into Series C Convertible Preferred Stock and common stock, shares | 12,667 | 14,666 | 183,422 | 168,296 | ||||
Series A and C Convertible Preferred Stock dividends: | ||||||||
Accrual of earned dividends | ||||||||
Conversion of Series C Convertible Preferred Stock into common stock | $ (5) | |||||||
Conversion of Series C Convertible Preferred Stock into common stock, shares | (5,000) | |||||||
Issuance of common stock pursuant to cashless warrant exercise | ||||||||
Warrants modification expense | ||||||||
Common stock issued in satisfaction of accrued compensation | ||||||||
Issuance of warrants in connection with issuance of convertible notes payable | ||||||||
Stock-based compensation: | ||||||||
Common stock | ||||||||
Warrants | ||||||||
Net loss | ||||||||
Payment of dividends in kind | ||||||||
Issuance of warrants in connection with issuance of convertible notes payable | ||||||||
Warrants issued in satisfaction of accrued interest | ||||||||
Options | ||||||||
Balance, value | $ 483 | $ 470 | $ 455 | $ 163 | $ 483 | $ 163 | ||
Balance, shares | 482,776 | 470,109 | 455,443 | 163,296 | 482,776 | 163,296 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (3,830,475) | $ (4,637,422) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 187,802 | 547,737 |
Gain on forgiveness of accrued interest | (49,983) | |
Loss on extinguishment of notes payable | 49,718 | |
Non-cash interest expense - warrants | 96,896 | 286,639 |
Stock-based compensation: | ||
Options | 74,600 | 206,400 |
Warrants | 5,190 | 137,735 |
Common stock | 80,137 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (70,568) | 254,193 |
Other current assets | (3,431) | 12,307 |
Accounts payable | 451,179 | 92,067 |
Accrued expenses | 187,597 | (210,019) |
Accrued expenses - related parties | (97,500) | |
Accrued interest | 75,892 | 369,619 |
Accrued interest - related parties | 346,061 | 2,244 |
Accrued compensation | 63,846 | 36,650 |
Net Cash Used In Operating Activities | (2,415,411) | (2,919,478) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of convertible notes payable | 395,000 | 3,797,820 |
Proceeds from issuance of convertible notes payable - related party | 2,000,000 | |
Proceeds from issuance of notes payable | 168,094 | |
Repayment of notes payable | (146,912) | (203,088) |
Repayment of convertible notes payable | (125,000) | |
Repayment of financing liability | (27,926) | (195,919) |
Net Cash Provided By Financing Activities | 2,388,256 | 3,273,813 |
Net (Decrease) Increase In Cash | (27,155) | 354,335 |
Cash - Beginning of Period | 93,095 | 245,119 |
Cash - End of Period | 65,940 | 599,454 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest | ||
Income taxes | ||
Non-cash investing and financing activities: | ||
Conversion of convertible notes payable and accrued interest into Series C Preferred Stock and common stock | 1,646,454 | 1,316,158 |
Financing of Directors and Officer’s insurance | 320,500 | |
Common stock issued in connection with payment of Series A and Series C Convertible Preferred Stock dividends in-kind | 597,431 | 474,475 |
Issuance of common stock pursuant to cashless warrant exercise | 125 | |
Common stock issued in satisfaction of accrued compensation | 7,097 | |
Accrued interest converted into notes payable | 41,950 | |
Issuance of warrants in connection with the issuance of notes payable | 133,771 | 461,269 |
Accrual of warrant obligations in connection with issuance of notes payable | 232,697 | |
Issuance of warrants in satisfaction of accrued interest | 114,727 | 247,566 |
Accrual of earned preferred stock dividends | (869,715) | (695,456) |
Conversion of Series C Convertible Preferred Stock into common stock | $ 50 |
Business Organization, Nature o
Business Organization, Nature of Operations, Risks and Uncertainties and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
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 The novel coronavirus (“COVID-19”) pandemic continues to impact global economic conditions. The Company is closely monitoring the outbreak 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 condensed consolidated results of operations and financial position as of September 30, 2022. Similarly, the economic uncertainty caused by the COVID-19 pandemic has made and may continue to make it difficult for the Company to forecast operating results, 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 duration and extent of the impact from the COVID-19 pandemic depend on future developments that cannot be accurately predicted at this time, and if the Company is not able to respond to and manage the impact of such events effectively, the Company’s business may be harmed. Additionally, other recent macroeconomic events including rising inflation, slowing economic growth, changes in U.S. and foreign government monetary policies, supply chain disruptions, fluctuations in currency exchange rates and the Russian invasion of Ukraine have led to further economic uncertainty. As a result, the Company is unable to predict the ultimate impact of other economic conditions and continuous presence of Covid-19 will have on its business, future results of operations, financial position, or cash flows. 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 September 30, 2022 and the condensed consolidated results of its operations and cash flows for the three and nine months ended September 30, 2022 and 2021. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 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, 2021 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, 2022. |
Going Concern and Management Pl
Going Concern and Management Plans | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management Plans | Note 2 - Going Concern and Management Plans During the nine months ended September 30, 2022, the Company had not generated any revenues, had a net loss of approximately $ 3,830,000 2,415,000 11,954,000 35,009,000 1,408,000 1,558,000 Subsequent Events 600,000 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 | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021, 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. 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 September 30, 2022 2021 Options 6,932,004 6,182,004 Warrants 13,204,079 11,201,946 Convertible notes [1] [2] 1,529,683 3,521,885 Convertible preferred stock 18,249,713 15,054,910 Total 39,915,479 35,960,745 [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 Convertible Preferred Stock since such stock had not been designated by the Company as of September 30, 2022 and 2021. Reclassifications Certain prior period balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2022 | |
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 three and nine months ended September 30, 2022 and 2021: Schedule of Changes in Fair Value of Liabilities Measured at Fair Value on a Recurring Basis Accrued Accrued Interest Compensation Total Balance - January 1, 2022 $ 402,344 $ 61,306 $ 463,650 Change in fair value 33,609 (412 ) 33,197 Accrual of warrant obligation 114,727 - 114,727 Balance - March 31, 2022 550,680 60,894 611,574 Change in fair value 29,658 74 29,732 Balance - June 30, 2022 580,338 60,968 641,306 Change in fair value 33,630 156 33,786 Accrual of warrant obligation 58,985 - 58,985 Issuance of warrants (114,727 ) - (114,727 ) Issuance of common stock - Accrual of common stock obligation - Balance - September 30, 2022 $ 558,226 $ 61,124 $ 619,350 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 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 Change in fair value 39,012 20 39,032 Issuance of common stock - (7,097 ) (7,097 ) Issuance of warrants (165,216 ) - (165,216 ) Balance - September 30, 2021 $ 575,740 $ 85,061 $ 660,801 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 Assumptions Used for Valuation of Level 3 Liabilities For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Risk-free interest rate 4.06 4.15 0.28 0.87 2.42 4.15 0.28 0.92 Expected term (years) 4.00 5.00 4.00 5.00 4.00 5.00 4.00 5.00 Expected volatility 90 % 90 % 90 % 90 % 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 September 30, 2022 and December 31, 2021, the Company had an obligation to issue 154,495 shares of common stock to service providers that had a fair value of $ 52,528 , which was a component of accrued compensation on the condensed consolidated balance sheets. Furthermore, as of September 30, 2022 and December 31, 2021, the Company has an obligation to issue warrants to purchase 42,930 8,596 8,778 Stockholders’ Deficiency – Common Stock and Stock Warrants |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5 – Notes Payable As of September 30, 2022 and through the date of this filing, notes and convertible notes payable with principal amounts totaling $ 1,408,000 1,558,000 250,000 Commitments and Contingencies – Litigation During the three months ended September 30, 2022 and 2021, the Company recorded interest expense of $ 179,954 214,431 56,309 269,805 540,081 658,163 187,802 547,737 1,694,342 1,182,225 Convertible Notes Payable During the nine months ended September 30, 2022, the Company issued convertible notes payable in the aggregate principal amount of $ 395,000 August 2, 2022 February 11, 2023 8 7.50 five-year 496,000 1.25 25,448 During the nine months ended September 30, 2022, an aggregate of $ 1,580,697 210,755 65,757 87,675 7.50 0.75 The Company analyzed the notes for a beneficial conversion feature and determined that there was none because the notes have an effective conversion price of $ 0.75 per share of underlying common stock, which exceeds the $ 0.34 per share commitment date closing market price of the common stock. See Note 9, Subsequent Events - Convertible Notes Payable - Conversions Convertible Notes Payable - Related Parties On March 10, 2022, the Board of Directors of the Company appointed George Verstraete as a member of the Board. The Company and Mr. Verstraete entered into a promissory note agreement dated March 10, 2022, whereby Mr. Verstraete, at his discretion, can loan up to $ 6,000,000 to the Company. Mr. Verstraete has agreed to loan an aggregate of $ 2,500,000 to the Company under the note. The note bears interest at a rate of 10 % per annum and will mature twelve months from the date of issuance. Mr. Verstraete has the right, at his option, to convert the note into shares of the Company’s Series B Convertible Preferred Stock at a conversion price of $ 7.50 per share at any time after the creation and sale of the Series B Convertible Preferred Stock. Interest accruing under the note will be payable upon the maturity of the note and may be paid at the Company’s option in either cash or shares of the Company’s common stock (calculated based upon $ 0.75 per share for purposes of calculating the number of shares of common stock to be issued). For each $ 500,000 advanced under the note, Mr. Verstraete will be issued a warrant to purchase 400,000 shares of the Company’s common stock at an exercise price of $ 1.25 per share. Each warrant will have a five-year term. As of September 30, 2022, the Company had received $ 2,000,000 under the note. In connection with the issuance, the Company issued five-year immediately vested warrants to purchase an aggregate of 1,200,000 shares of common stock at an exercise price $ 1.25 per share. The warrants had an issuance date relative fair value of $ 173,712 which will be amortized over the term of the notes . Furthermore, the Company accrued an obligation to issue five-year immediately vested warrants to purchase an aggregate of 400,000 1.25 58,985 Subsequent Events - Convertible Notes Payable - Related Parties 500,000 advanced under the note subsequent to September 30, 2022. Notes Payable On June 16, 2022, the Company issued a note payable in the principal amount of $ 168,094 June 16, 2023 10 0.75 five-year 200,000 0.75 31,814 See Note 8, Commitments and Contingencies – Litigation |
Stockholders_ Deficiency
Stockholders’ Deficiency | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Deficiency | Note 6 – Stockholders’ Deficiency Preferred Stock Dividends During the three months ended September 30, 2022 and 2021, the Company accrued additional preferred dividends of $ 299,827 246,192 869,715 695,456 During the nine months ended September 30, 2022, the Company issued 796,629 0.75 597,431 Series C Convertible Preferred Stock See Note 5, Notes Payable – Convertible Notes Payable 210,755 Common Stock See Note 5, Notes Payable – Convertible Notes Payable 87,675 Stock Warrants See Note 5, Notes Payable Stock Options On September 13, 2022, the Company granted an aggregate of 750,000 five-year 1.00 74,600 Stock-Based Compensation During the three months ended September 30, 2022, the Company recognized stock-based compensation expense of $ 74,756 74,600 156 140,528 140,509 19 During the nine months ended September 30, 2022, the Company recognized stock-based compensation expense of $ 79,790 79,972 (182) 424,272 424,165 107 There was no |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions As of September 30, 2022 and December 31, 2021, the Company was required to issue warrants to purchase an aggregate of 1,581,500 1,356,500 0.75 459,000 305,838 249,389 See Note 4, Fair Value See Note 5, Notes Payable – Convertible Notes Payable – Related Parties |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Yeda Research and License Agreement During the three months September 30, 2022 and 2021, the Company recorded research and development expenses of $ 14,500 12,500 43,500 60,475 0 MD Anderson Sponsored Research Agreements The Company recognized $ 429,505 411,773 1,394,020 925,921 633,029 0 1,300,000 Litigation 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. On June 12, 2019, the plaintiff served a motion for summary judgment through the Secretary of State which was heard on July 12, 2019 and granted. The Company contends that it was not given sufficient notice under the applicable statute and did not have an opportunity to oppose the motion. Judgment was entered in October 2019 in the amount of $ 267,680 , which includes the principal amount due under the promissory note plus additional penalties and interest. The Company brought a motion to vacate based on the jurisdictional defect of the motion in not providing the required amount of time, but that motion was denied in February 2021 without properly addressing the jurisdictional issues raised by the Company. The Company has appealed the denial and then filed a motion to Renew and Reargue the motion to vacate based on the Court’s failure to address critical issues. That motion was also denied on April 15, 2021 without addressing the Company’s arguments. The Company appealed both denials and the appeal was denied. While the Company’s motions were pending, the plaintiff has commenced steps to collect judgment. During the year ended December 31, 2021, $ 103,088 250,000 146,912 In August 2022, a holder of 360,000 shares of the Company’s common stock filed a complaint against the Company, its President and legal counsel in the United States District Court, Southern District of New York, claiming unspecified damages for an alleged wrongful refusal to authorize the Company’s transfer agent to remove restrictive legends from the shares held by the shareholder. 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. Aside from the matters discussed elsewhere in this note and Note 9, Subsequent Events - Litigation |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
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. Convertible Notes Payable - Related Parties Subsequent to September 30, 2022, Mr. Verstraete advanced the Company an additional $ 500,000 Notes Payable – Convertible Notes Payable – Related Parties five-year 800,000 1.25 Subsequent to September 30, 2022, the Company and Darlene Soave, a Director of the Company, entered into an agreement to amend a previously issued convertible note dated October 28, 2019 in the aggregate principal amount of up to $ 6,000,000 October 28, 2022 April 28, 2023 Convertible Notes Payable - Issuances Subsequent to September 30, 2022, the Company issued convertible notes payable in the aggregate 100,000 ranging from May 10, 2023 to June 1, 2023 8 7.50 five-year 80,000 1.25 Convertible Notes Payable - Conversions Subsequent to September 30, 2022, an aggregate of $ 150,000 20,000 7.50 5,654 7,539 0.75 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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. 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 September 30, 2022 2021 Options 6,932,004 6,182,004 Warrants 13,204,079 11,201,946 Convertible notes [1] [2] 1,529,683 3,521,885 Convertible preferred stock 18,249,713 15,054,910 Total 39,915,479 35,960,745 [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 Convertible Preferred Stock since such stock had not been designated by the Company as of September 30, 2022 and 2021. |
Reclassifications | Reclassifications Certain prior period balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 2021 Options 6,932,004 6,182,004 Warrants 13,204,079 11,201,946 Convertible notes [1] [2] 1,529,683 3,521,885 Convertible preferred stock 18,249,713 15,054,910 Total 39,915,479 35,960,745 [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 Convertible Preferred Stock since such stock had not been designated by the Company as of September 30, 2022 and 2021. |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes in Fair Value of Liabilities Measured at Fair Value on a 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 three and nine months ended September 30, 2022 and 2021: Schedule of Changes in Fair Value of Liabilities Measured at Fair Value on a Recurring Basis Accrued Accrued Interest Compensation Total Balance - January 1, 2022 $ 402,344 $ 61,306 $ 463,650 Change in fair value 33,609 (412 ) 33,197 Accrual of warrant obligation 114,727 - 114,727 Balance - March 31, 2022 550,680 60,894 611,574 Change in fair value 29,658 74 29,732 Balance - June 30, 2022 580,338 60,968 641,306 Change in fair value 33,630 156 33,786 Accrual of warrant obligation 58,985 - 58,985 Issuance of warrants (114,727 ) - (114,727 ) Issuance of common stock - Accrual of common stock obligation - Balance - September 30, 2022 $ 558,226 $ 61,124 $ 619,350 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 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 Change in fair value 39,012 20 39,032 Issuance of common stock - (7,097 ) (7,097 ) Issuance of warrants (165,216 ) - (165,216 ) Balance - September 30, 2021 $ 575,740 $ 85,061 $ 660,801 |
Schedule of Assumptions Used for 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 Assumptions Used for Valuation of Level 3 Liabilities For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Risk-free interest rate 4.06 4.15 0.28 0.87 2.42 4.15 0.28 0.92 Expected term (years) 4.00 5.00 4.00 5.00 4.00 5.00 4.00 5.00 Expected volatility 90 % 90 % 90 % 90 % Expected dividends 0.00 % 0.00 % 0.00 % 0.00 % |
Going Concern and Management _2
Going Concern and Management Plans (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Nov. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 02, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||||||||
Net loss | $ 1,252,306 | $ 1,285,594 | $ 1,292,575 | $ 1,799,568 | $ 1,313,113 | $ 1,524,741 | $ 3,830,475 | $ 4,637,422 | |||
Net cash provided by used in operating activities | 2,415,411 | 2,919,478 | |||||||||
Working capital | 11,954,000 | 11,954,000 | |||||||||
Accumulated deficit | 35,008,903 | 35,008,903 | $ 31,178,428 | ||||||||
Notes payable | $ 1,408,000 | 1,408,000 | |||||||||
Proceeds from convertible debt | $ 395,000 | $ 3,797,820 | |||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Notes payable | $ 1,558,000 | ||||||||||
Proceeds from convertible debt | $ 600,000 |
Schedule of Weighted Average Di
Schedule of Weighted Average Dilutive Common Shares Anti-dilutive (Details) - shares | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 39,915,479 | 35,960,745 | |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 6,932,004 | 6,182,004 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 13,204,079 | 11,201,946 | |
Convertible Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | [1],[2] | 1,529,683 | 3,521,885 |
Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 18,249,713 | 15,054,910 | |
[1]Convertible notes are assumed to be converted at the rate of $ 0.75 |
Schedule of Weighted Average _2
Schedule of Weighted Average Dilutive Common Shares Anti-dilutive (Details) (Parenthetical) - $ / shares | Sep. 30, 2022 | Sep. 30, 2021 |
Accounting Policies [Abstract] | ||
Conversion price per share | $ 0.75 | $ 0.75 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Beginning balance | $ 641,306 | $ 611,574 | $ 463,650 | $ 794,082 | $ 584,143 | $ 624,789 |
Change in fair value | 33,786 | 29,732 | 33,197 | 39,032 | 37,985 | 41,704 |
Accrual of warrant obligation | 58,985 | 114,727 | 164,857 | |||
Issuance of warrants | (114,727) | (165,216) | (82,350) | |||
Issuance of common stock | (7,097) | |||||
Accrual of common stock obligation | 7,097 | |||||
Ending balance | 619,350 | 641,306 | 611,574 | 660,801 | 794,082 | 584,143 |
Accrued Interest [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Beginning balance | 580,338 | 550,680 | 402,344 | 701,944 | 499,093 | 539,836 |
Change in fair value | 33,630 | 29,658 | 33,609 | 39,012 | 37,994 | 41,607 |
Accrual of warrant obligation | 58,985 | 114,727 | 164,857 | |||
Issuance of warrants | (114,727) | (165,216) | (82,350) | |||
Issuance of common stock | ||||||
Accrual of common stock obligation | ||||||
Ending balance | 558,226 | 580,338 | 550,680 | 575,740 | 701,944 | 499,093 |
Accrued Compensation [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Beginning balance | 60,968 | 60,894 | 61,306 | 92,138 | 85,050 | 84,953 |
Change in fair value | 156 | 74 | (412) | 20 | (9) | 97 |
Accrual of warrant obligation | ||||||
Issuance of warrants | ||||||
Issuance of common stock | (7,097) | |||||
Accrual of common stock obligation | 7,097 | |||||
Ending balance | $ 61,124 | $ 60,968 | $ 60,894 | $ 85,061 | $ 92,138 | $ 85,050 |
Schedule of Assumptions Used fo
Schedule of Assumptions Used for Valuation of Level 3 Liabilities (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Risk free interest rate | 4.06% | 0.28% | 2.42% | 0.28% |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Risk free interest rate | 4.15% | 0.87% | 4.15% | 0.92% |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Expected term (Years) | 4 years | 4 years | 4 years | 4 years |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Expected term (Years) | 5 years | 5 years | 5 years | 5 years |
Measurement Input, Price Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | 90 | 90 | 90 | 90 |
Measurement Input, Expected Dividend Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liability, measurement input | 0 | 0 | 0 | 0 |
Fair Value (Details Narrative)
Fair Value (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | |
Stock Issued During Period, Shares, Issued for Services | 154,495 | |
Stock Issued During Period, Value, Issued for Services | $ 52,528 | |
Common Stock [Member] | ||
Number of warrants issued | 42,930 | 42,930 |
Fair value of warrants issued | $ 8,778 | $ 8,596 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jun. 16, 2022 | Mar. 10, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 02, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||||||||
Notes payable | $ 1,408,000 | $ 1,408,000 | |||||||
Notes payable current | 760,107 | 760,107 | $ 759,912 | ||||||
Debt discount | $ 23,561 | $ 269,805 | $ 113,249 | $ 547,737 | |||||
Debt instrument conversion price | $ 0.75 | $ 0.75 | $ 0.75 | $ 0.75 | |||||
Conversion of shares | 87,675 | ||||||||
Advances payable | $ 135,000 | $ 135,000 | 135,000 | ||||||
Notes Payable [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, principal amount | $ 168,094 | ||||||||
Debt instrument interest rate | 10% | ||||||||
Number of years warrants vested | 5 years | ||||||||
Warrants exercise price | $ 0.75 | ||||||||
Fair value of warrants | $ 31,814 | ||||||||
Share price | $ 0.75 | ||||||||
Number of warrants issued | 200,000 | ||||||||
Debt instrument maturity date | Jun. 16, 2023 | ||||||||
Warrant [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Warrant issuance value | $ 58,985 | ||||||||
Series C Convertible Preferred Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument conversion price | $ 0.75 | $ 0.75 | |||||||
Conversion of shares | 210,755 | ||||||||
George Verstraete [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument conversion price | $ 7.50 | ||||||||
Warrants exercise price | 1.25 | ||||||||
Share price | $ 0.75 | ||||||||
Convertible Notes Payable | $ 6,000,000 | ||||||||
Long-Term Debt, Gross | $ 2,500,000 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10% | ||||||||
Advances payable | $ 500,000 | ||||||||
Number of warrants issued | 400,000 | ||||||||
Convertible Notes Payable, Current | $ 2,000,000 | $ 2,000,000 | |||||||
George Verstraete [Member] | Warrant [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Warrants exercise price | $ 1.25 | $ 1.25 | |||||||
Fair value of warrants | $ 173,712 | ||||||||
Number of warrants issued | 1,200,000 | 1,200,000 | |||||||
Board of Directors [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Number of share purchase | 400,000 | ||||||||
Warrants exercise price | $ 1.25 | ||||||||
Convertible Notes Payable [Member] | Series C Preferred Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, principal amount | $ 1,580,697 | $ 1,580,697 | |||||||
Debt instrument conversion price | $ 7.50 | $ 7.50 | |||||||
Conversion of shares | 210,755 | ||||||||
Accrued interest | $ 65,757 | $ 65,757 | |||||||
Conversion of convertible notes payable and accrued interest, shares | 87,675 | ||||||||
Share price | $ 0.75 | $ 0.75 | |||||||
Commitment date fair value of common stock | $ 0.34 | $ 0.34 | |||||||
Convertible Notes Payable [Member] | Note Holder [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Notes payable current | $ 250,000 | $ 250,000 | |||||||
Notes Payable [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest expense | 179,954 | $ 214,431 | 540,081 | $ 658,163 | |||||
Debt discount | 56,309 | $ 269,805 | 187,802 | $ 547,737 | |||||
Accrued interest and penalties related to notes payable | 1,694,342 | 1,694,342 | $ 1,182,225 | ||||||
Convertible Notes Payable on Maturity [Member] | Series C Preferred Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, principal amount | $ 395,000 | $ 395,000 | |||||||
Maturity date, beginning | Aug. 02, 2022 | ||||||||
Maturity date, ending | Feb. 11, 2023 | ||||||||
Debt instrument interest rate | 8% | 8% | |||||||
Debt instrument conversion price | $ 7.50 | $ 7.50 | |||||||
Number of years warrants vested | 5 years | 5 years | |||||||
Number of share purchase | 496,000 | 496,000 | |||||||
Warrants exercise price | $ 1.25 | $ 1.25 | |||||||
Fair value of warrants | $ 25,448 | ||||||||
Subsequent Event [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Notes payable | $ 1,558,000 | ||||||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument conversion price | $ 7.50 | ||||||||
Subsequent Event [Member] | George Verstraete [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Notes payable | $ 500,000 | ||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument, principal amount | $ 6,000,000 | ||||||||
Maturity date, beginning | Oct. 28, 2022 | ||||||||
Maturity date, ending | Apr. 28, 2023 | ||||||||
Number of share purchase | 80,000 | ||||||||
Warrants exercise price | $ 1.25 | ||||||||
Convertible Notes Payable, Current | $ 100,000 | ||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Series C Preferred Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument interest rate | 8% | ||||||||
Debt instrument conversion price | $ 7.50 | ||||||||
Number of years warrants vested | 5 years | ||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | George Verstraete [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Number of years warrants vested | 5 years | ||||||||
Warrants exercise price | $ 1.25 | ||||||||
Number of warrants issued | 800,000 |
Stockholders_ Deficiency (Detai
Stockholders’ Deficiency (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 13, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | |||||
Conversion of shares | 87,675 | ||||
Stock-based compensation expense | $ 74,756 | $ 140,528 | $ 79,790 | $ 424,272 | |
Stock-based compensation expense included within stockholder's deficiency | 74,600 | 140,509 | 79,972 | 424,165 | |
Accrued compensation expense | 156 | 19 | (182) | 107 | |
Unrecognized share based compensation | 0 | 0 | |||
Share-Based Payment Arrangement, Option [Member] | |||||
Class of Stock [Line Items] | |||||
Number of options granted | 750,000 | ||||
Number of option vested, term | 5 years | ||||
Exercise price, per share | $ 1 | ||||
Number of options granted, value | $ 74,600 | ||||
Series A and Series C Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Additional preferred dividends | $ 299,827 | $ 246,192 | $ 869,715 | $ 695,456 | |
Series A and Series C Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during period shares new issues | 796,629 | ||||
Share issued price per share | $ 0.75 | $ 0.75 | |||
Stock issued during period value new issues | $ 597,431 | ||||
Series C Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Conversion of shares | 210,755 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Director [Member] - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Warrants purchase for common stock | 1,581,500 | 1,356,500 |
Warrant exercise price per share | $ 0.75 | $ 0.75 |
Loan amount | $ 459,000 | $ 459,000 |
Accrued interest - related parties | $ 305,838 | $ 249,389 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 31, 2022 | Oct. 31, 2019 | Jan. 31, 2019 | Nov. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Research and development expenses | $ 468,005 | $ 446,773 | $ 1,487,520 | $ 1,037,588 | ||||||
Accrued research and development expenses | 1,284,619 | 1,284,619 | $ 1,097,021 | |||||||
Litigation Settlement, Amount Awarded from Other Party | $ 267,680 | |||||||||
Remaining loss contingency, damages sought, value | 103,088 | |||||||||
Loss contingency, damages sought, value | 250,000 | |||||||||
Reapayment for notes | $ 146,912 | |||||||||
Loss contingency, damages sought | a holder of 360,000 shares of the Company’s common stock filed a complaint against the Company, its President and legal counsel in the United States District Court, Southern District of New York, claiming unspecified damages for an alleged wrongful refusal to authorize the Company’s transfer agent to remove restrictive legends from the shares held by the shareholder. | |||||||||
Promissory Notes [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 250,000 | |||||||||
Debt Instrument, Maturity Date | Mar. 16, 2016 | |||||||||
Yeda Research and License Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Research and development expenses | 14,500 | 12,500 | 43,500 | 60,475 | ||||||
Accrued research and development expenses | 0 | 0 | 0 | |||||||
MD Anderson Sponsored Research Agreements [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Research and development expenses | 429,505 | $ 411,773 | 1,394,020 | $ 925,921 | ||||||
Accrued research and development expenses | $ 633,029 | $ 633,029 | $ 0 | |||||||
MD Anderson Sponsored Research Agreements [Member] | Subsequent Event [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Research and development expenses | $ 1,300,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 2 Months Ended | 9 Months Ended | |||
Nov. 30, 2022 | Sep. 30, 2022 | Mar. 10, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Subsequent Event [Line Items] | |||||
Convertible notes payable - related parties | $ 5,566,856 | $ 3,725,000 | |||
Conversion price per share | $ 0.75 | $ 0.75 | |||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of warrants issued | 42,930 | 42,930 | |||
Series C Convertible Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Conversion price per share | $ 0.75 | ||||
Convertible Notes Payable [Member] | Series C Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 1,580,697 | ||||
Conversion price per share | $ 7.50 | ||||
Conversion of convertible notes payable and accrued interest, shares | 87,675 | ||||
Subsequent Event [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Interest expense | $ 5,654 | ||||
Conversion of convertible notes payable and accrued interest, shares | 7,539 | ||||
Share issued price per share | $ 0.75 | ||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Conversion price per share | $ 7.50 | ||||
Debt conversion converted amount | $ 150,000 | ||||
Debt conversion of shares | 20,000 | ||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | |||||
Subsequent Event [Line Items] | |||||
Maturity date description | May 10, 2023 to June 1, 2023 | ||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | |||||
Subsequent Event [Line Items] | |||||
Exercise price of warrants | $ 1.25 | ||||
Principal amount | $ 6,000,000 | ||||
Maturity date, beginning | Oct. 28, 2022 | ||||
Maturity date, ending | Apr. 28, 2023 | ||||
Convertible notes payable | $ 100,000 | ||||
Warrants to purchase common stock | 80,000 | ||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Series C Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Warrants term | 5 years | ||||
Accrued interest rate | 8% | ||||
Conversion price per share | $ 7.50 | ||||
George Verstraete [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of warrants issued | 400,000 | ||||
Exercise price of warrants | $ 1.25 | ||||
Convertible notes payable | $ 2,000,000 | ||||
Conversion price per share | $ 7.50 | ||||
George Verstraete [Member] | Subsequent Event [Member] | Convertible Notes Payable [Member] | |||||
Subsequent Event [Line Items] | |||||
Convertible notes payable - related parties | $ 500,000 | ||||
Warrants term | 5 years | ||||
Number of warrants issued | 800,000 | ||||
Exercise price of warrants | $ 1.25 |