Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 15, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55657 | ||
Entity Registrant Name | NEUROPATHIX, INC. | ||
Entity Central Index Key | 0001615999 | ||
Entity Tax Identification Number | 46-2645343 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 3805 Old Easton Road | ||
Entity Address, City or Town | Doylestown | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 18902 | ||
City Area Code | (858) | ||
Local Phone Number | 883-2642 | ||
Title of 12(g) Security | Common Stock, par value $0.0001 per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 15,478,542 | ||
Entity Common Stock, Shares Outstanding | 93,374,531 | ||
Auditor Name | dbbmckennon | ||
Auditor Firm ID | 3501 | ||
Auditor Location | San Diego, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 15,677 | $ 21,874 |
Prepaid expenses | 122,313 | 161,000 |
Other receivables | 400 | 400 |
Total Current Assets | 138,390 | 183,274 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 69,192 | 59,266 |
Security deposits | 17,121 | 17,121 |
Total Non-Current Assets | 86,313 | 76,387 |
TOTAL ASSETS | 224,703 | 259,661 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 799,903 | 721,308 |
Unearned revenue | 112,980 | 0 |
Payroll and related liabilities | 530,189 | 379,241 |
Loan payable | 900,000 | 950,000 |
Loan payable - related party | 42,092 | 42,092 |
Convertible notes payable | 305,000 | 198,127 |
Convertible notes payable, net of $6,028 debt discount - related party | 143,972 | 0 |
Capital lease obligations | 12,860 | 8,471 |
Patent purchase liability | 0 | 53,135 |
Due to related party, net | 46,860 | 55,258 |
Derivative liabilities | 89,171 | 138,046 |
Total Current Liabilities | 2,983,027 | 2,545,678 |
LONG TERM LIABILITIES: | ||
Loan payable - long term | 107,910 | 0 |
Convertible notes payable - long term | 376,373 | 376,373 |
Convertible notes payable - long term - related party | 0 | 70,000 |
Capital lease obligation - long term | 20,776 | 19,293 |
Patent purchase liability - long term | 381,865 | 264,826 |
Derivative liabilities - long term | 341,507 | 178,143 |
Total Long Term Liabilities | 1,228,431 | 908,635 |
TOTAL LIABILITIES | 4,211,458 | 3,454,313 |
STOCKHOLDERS' DEFICIT: | ||
Common stock, $0.0001 par value, 200,000,000 authorized, 91,060,559 and 77,670,908 issued and outstanding, respectively | 9,106 | 7,767 |
Additional paid-in capital | 12,595,288 | 9,830,944 |
Accumulated deficit | (16,591,149) | (13,033,363) |
TOTAL STOCKHOLDERS' DEFICIT | (3,986,755) | (3,194,652) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 224,703 | 259,661 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred Stock, Value, Issued | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt discount related party | $ 6,028 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 91,060,559 | 77,670,908 |
Common Stock, Shares, Outstanding | 91,060,559 | 77,670,908 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 75 | 75 |
Preferred Stock, Shares Issued | 75 | 75 |
Preferred Stock, Shares Outstanding | 75 | 75 |
Liquidation preference | $ 75,000 | $ 75,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 75 | 75 |
Preferred Stock, Shares Issued | 75 | 75 |
Preferred Stock, Shares Outstanding | 75 | 75 |
Liquidation preference | $ 75,000 | $ 75,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
NET REVENUES: | ||
Grant revenue | $ 183,477 | $ 0 |
TOTAL NET REVENUES | 183,477 | 0 |
OPERATING EXPENSES: | ||
Research and development | 451,779 | 1,095,405 |
General and administrative | 2,672,334 | 3,378,323 |
TOTAL OPERATING EXPENSES | 3,124,113 | 4,473,728 |
LOSS FROM OPERATIONS | (2,940,636) | (4,473,728) |
OTHER INCOME (EXPENSE): | ||
Interest expense, net | (434,589) | (924,227) |
Other (expense) income, net | 0 | 108,185 |
Change in fair value of derivative liabilities | (182,561) | 752,495 |
TOTAL OTHER INCOME (EXPENSE) | (617,150) | (63,547) |
NET LOSS BEFORE INCOME TAX | (3,557,786) | (4,537,275) |
Income tax expense | 0 | 0 |
NET LOSS | $ (3,557,786) | $ (4,537,275) |
Loss attributable to Neuropathix, Inc. per common share – basic and diluted | $ (0.04) | $ (0.06) |
Weighted average common shares outstanding – basic and diluted | 87,575,637 | 74,623,944 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIT - USD ($) | Series A Preferred Stocks [Member] | Series B Preferred Stocks [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 7,422 | $ 6,794,612 | $ (8,496,088) | $ (1,694,054) | ||
Beginning balance, shares at Dec. 31, 2019 | 75 | 75 | 74,225,141 | |||
Stock based compensation | 1,722,599 | 1,722,599 | ||||
Issuance of common stock for acquisition of intellectual property | $ 103 | 283,148 | 283,251 | |||
Issuance of common stock for acquisition of intellectual property, shares | 1,025,000 | |||||
Issuance of common stock for conversion of notes payable and accrued interest | $ 57 | 119,675 | 119,732 | |||
Issuance of common stock for conversion of notes payable and accrued interest, shares | 570,767 | |||||
Issuance of common stock for services | $ 185 | 844,523 | 844,708 | |||
Issuance of common stock for services, shares | 1,850,000 | |||||
Reduction of derivative liability | 66,387 | 66,387 | ||||
Net loss | (4,537,275) | (4,537,275) | ||||
Ending balance, value at Dec. 31, 2020 | $ 7,767 | 9,830,944 | (13,033,363) | (3,194,652) | ||
Ending balance, shares at Dec. 31, 2020 | 75 | 75 | 77,670,908 | |||
Stock based compensation | 1,351,751 | 1,351,751 | ||||
Issuance of common stock for cash | $ 778 | 832,949 | 833,727 | |||
Issuance of common stock for cash, shares | 7,768,188 | |||||
Issuance of common stock for conversion of notes payable and accrued interest | $ 199 | 122,639 | 122,838 | |||
Issuance of common stock for conversion of notes payable and accrued interest, shares | 2,009,155 | |||||
Issuance of common stock for services | $ 53 | 105,242 | $ 105,295 | |||
Issuance of common stock for services, shares | 525,000 | 3,612,308 | ||||
Issuance of common stock for in lieu of deferred compensation | $ 257 | 179,743 | $ 180,000 | |||
Issuance of common stock for in lieu of deferred compensation, shares | 2,567,308 | |||||
Issuance of common stock due to settlement of accrued expenses | $ 52 | 103,948 | 104,000 | |||
Issuance of common stock due to settlement of accrued expenses, shares | 520,000 | |||||
Reduction of derivative liability due to conversions | 68,072 | 68,072 | ||||
Reduction of derivative liability | 68,072 | |||||
Net loss | (3,557,786) | (3,557,786) | ||||
Ending balance, value at Dec. 31, 2021 | $ 9,106 | $ 12,595,288 | $ (16,591,149) | $ (3,986,755) | ||
Ending balance, shares at Dec. 31, 2021 | 75 | 75 | 91,060,559 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,557,786) | $ (4,537,275) |
Adjustments to reconcile net loss to net cash | ||
Depreciation | 21,066 | 16,135 |
Amortization of debt discount | 279,845 | 376,661 |
Stock based compensation | 1,351,751 | 1,722,600 |
Issuance of common stock for services | 105,295 | 594,708 |
Issuance of common stock and debt for acquisition of intellectual property | 0 | 601,211 |
Non-cash interest expense | 0 | 432,170 |
Change in fair value of derivative liabilities | 182,561 | (752,495) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 38,687 | 98,000 |
Accounts payable and accrued expenses | 253,414 | 338,145 |
Payroll and related liabilities | 330,948 | 136,033 |
Unearned Revenue | 112,980 | 0 |
Due to related party, net | (8,398) | 29,909 |
NET CASH USED IN OPERATING ACTIVITIES | (889,637) | (944,198) |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Purchase of equipment | (6,522) | 0 |
NET CASH USED IN INVESTING ACTIVITIES | (6,522) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 833,727 | 0 |
Principal payments toward capital lease obligations | (18,765) | (7,533) |
Proceeds from loan payable | 0 | 330,000 |
Proceeds from convertible notes payable | 0 | 372,150 |
Repayment of convertible notes payable | (50,000) | |
Proceeds from convertible notes payable - related party | 0 | 150,000 |
Proceeds from convertible notes payable | 125,000 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 889,962 | 844,617 |
Net decrease in cash | (6,197) | (99,581) |
Cash and cash equivalents, beginning of year | 21,874 | 121,455 |
Cash and cash equivalents, end of year | 15,677 | 21,874 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 798 | 16,262 |
NON-CASH ACTIVITIES: | ||
Issuance of common stock for conversion of notes payable and accrued interest | 122,838 | 117,032 |
Issuance of common stock for prepaid expenses | 250,000 | |
Settlement of accrued expenses through issuance of common stock | 180,000 | 0 |
Property and equipment financed through capital leases | 24,637 | 0 |
Reduction of derivative liability | 68,072 | 66,387 |
Debt discount upon the issuance of convertible note payable | 0 | 372,150 |
Debt discount upon the issuance of convertible note payable - related party | 0 | 150,000 |
Settlement of accrued expenses through issuance of common stock | $ 104,000 | $ 0 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 – Organization and Nature of Operations Neuropathix, Inc. (the “Company”) was incorporated under the laws of the state of Delaware on March 25, 2013 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies The significant accounting policies used in the preparation of the consolidated financial statements are as follows: Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in ASC 810 Consolidation (“ASC 810”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Kannalife. All significant consolidated transactions and balances have been eliminated in consolidation. Significant Risks and Uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting intellectual property. In December 2019, a novel strain of coronavirus, commonly known as COVID-19, surfaced. The spread of COVID-19 around the world in 2020 has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies and, as such, the Company is unable to determine if it will have a material impact to its operations. The Company’s operations as of December 31, 2021 have not been significantly affected, but may be affected in the future, by the ongoing outbreak of COVID-19, which was declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s labor workforce, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company. Use of Estimates The preparation of consolidated financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. Significant matters requiring the use of estimates and assumptions include, but are not necessarily limited to stock-based compensation and valuation of derivative liabilities. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. Cash and Cash Equivalents Our cash and cash equivalents include short-term, highly liquid investments with original maturities of three months or less when purchased. At times throughout the year, the Company may maintain bank balances that could exceed Federal Deposit Insurance Corporation insured limits. The Company maintains its cash deposit accounts with high credit quality financial institutions, and therefore believes that its loss exposure is minimal. Accounts Receivable Accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions and sets up an allowance for doubtful accounts when collection is uncertain. Customers’ accounts are written off when all attempts to collect have been exhausted. Recoveries of accounts receivable previously written off are recorded as income when received. As of December 31, 2021 and 2020, the Company had no Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. When assets are sold, retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheets and any resulting gain or loss is reflected in the statements of operations and members’ deficit in the period realized. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are as follows: Schedule of estimated useful lives of the assets Furniture and equipment 5 Revenue Recognition It is the Company’s policy that revenues are recognized in accordance with ASC 606 “Revenue Recognition.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s financial statements. Revenue consists of research funding from the Company’s National Institute of Health (“NIH”) Grant. Grant revenue is recognized when qualifying costs are incurred and there is reasonable assurance that the conditions of the award have been met for collection. Proceeds received prior to the costs being incurred or the conditions of the award being met are recognized as deferred revenue until the services are performed and the conditions of the award are met. During the year ended December 31, 2021, the Company recognized $ 183,477 On September 28, 2021, the Company received a notice of award for a $ 2.97 977,054 991,944 1,001,774 Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC Topic 815, Derivatives and Hedging Activities Applicable U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments) as follows. The Company records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares. Stock Based Compensation The Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505, Equity–based Payments to Non-Employees . Net Loss per Share Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing income for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. The weighted average number of common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, was 44,501,798 and 17,174,152 Details of dilute securities by instrument are as follows: Schedule of dilute securities by instrument 2021 2020 Series A & B preferred stock 150,000 150,000 Options 15,550,000 7,125,000 Warrants - convertible notes 9,287,234 1,289,343 Convertible notes payable 19,514,564 8,609,809 44,501,798 17,174,152 Research and Development In accordance with FASB ASC 730, Research and Development 451,779 1,095,405 Recently Issued Authoritative Guidance In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect of adopting ASU 2016-13 will have on the Company’s consolidated financial statements . In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company (as an EGC) that is taking advantage of the extended transition period offered to private entities would apply this for fiscal years beginning after December 15, 2021. The Company believes that the adoption will have a material effect on the Company’s consolidated financial statements and related disclosures. Accordingly, the Company will record a right of use asset and operating lease liability in connection with its leases. |
Going Concern and Management_s
Going Concern and Management’s Liquidity Plans | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management’s Liquidity Plans | Note 3 – Going Concern and Management’s Liquidity Plans The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying consolidated financial statements, the Company has had a loss from operations of $ 2,940,636 4,473,728 889,637 944,198 16,591,149 In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management plans to raise additional capital through the sale of convertible debt securities offering. However, there are no assurances that such additional funding will be achieved or that management’s plans will be successful. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 – Fair Value Measurements The Company follows FASB ASC 820, Fair Value Measurements and Disclosures Level 1 - Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 - Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 - Pricing inputs that are generally unobservable inputs and not corroborated by market data. 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 fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts reported in the Company’s consolidated financial statements for cash, accounts payable and accrued expenses approximate their fair value because of the immediate or short-term nature of these financial instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. The following table presents liabilities that are measured and recognized at fair value as of December 31, 2021 and 2020, on a recurring basis: Fair Value, Liabilities Measured on Recurring Basis December 31, 2021 Level 1 Level 2 Level 3 Total Carrying Value Derivative liabilities $ — $ — $ 430,678 $ 430,678 December 31, 2020 Level 1 Level 2 Level 3 Total Carrying Value Derivative liabilities $ — $ — $ 316,189 $ 316,189 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses at December 31, 2021 and 2020 consisted of the following: Accounts payable and accrued expenses December 31, 2021 December 31, 2020 Accounts payable and accrued expenses $ 485,628 $ 538,527 Accrued interest 314,275 182,781 Totals $ 799,903 $ 721,308 |
PAYROLL AND RELATED LIABILITIES
PAYROLL AND RELATED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
PAYROLL AND RELATED LIABILITIES | NOTE 6 – PAYROLL AND RELATED LIABILITIES Payroll and related liabilities at December 31, 2021 and 2020 consisted of the following: Schedule of Payroll and Related Liabilities December 31, 2021 December 31, 2020 Payroll $ 288,780 $ 149,704 Payroll taxes 241,409 229,537 Totals $ 530,189 $ 379,241 The Company has accrued payroll and payroll taxes in connection with salaries paid and accrued to four officers of the Company, which includes $ 190,000 75,000 The Company has accrued payroll and payroll taxes in connection with salaries paid and accrued to four officers of the Company, which includes $ 130,000 12,500 |
LOANS PAYABLE
LOANS PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 7 – LOANS PAYABLE Schedule of Loans Payable December 31, 2021 December 31, 2020 Loan payable at 8 12/31/2021 * $ 850,000 $ 850,000 Loan payable at 0 6/11/2021 * 50,000 100,000 Loan payable at 0.25 7/26/2023 107,910 — Total 1,007,910 950,000 Less: short term loans 900,000 — Total long-term loans $ 107,910 $ 950,000 * - unsecured note The Company received multiple proceeds from an investor through promissory notes during the years 2017, 2018 and 2020. These note proceeds bear interest rate of 8 On December 11, 2020, the Company entered into promissory note agreement with an investor in the principal amount of $100,000. The note matured on June 11, 2021. The Company paid 50% of the balance on June 1, 2021. The note now has remaining outstanding balance of $50,000 as of December 31, 2021. On July 26, 2021, the Company entered into a promissory note purchase agreement, with Cross & Company pursuant to which the purchaser agreed to purchase a promissory note in the principal amount of $100,000. The note matures on July 26, 2023. The note bears interest at 0.25% per annum. The note holds a right of offset for the holder of the note, whereby the holder shall have the right to offset any proceeds due to the Debtor for “Puts” delivered to Holder pursuant to a Equity Purchase Agreement by and between Holder and Debtor dated September 16, 2020. During the year 2021, Cross and Company exercised its right to offset under the promissory note agreement with the Company and the Company Put 422,701 shares of its common stock to Cross and Company with total net proceeds of $17,091. On October 22,2021 the Company received advanced of $25,000 against future S-1 from Cross & Co. After the effect on the offsets and advances, the promissory note has a remaining balance of $107,910 as of December 31, 2021. Total interest expense on notes payable, amounted to $ 67,173 54,444 194,997 127,825 |
LOANS PAYABLE _ RELATED PARTY
LOANS PAYABLE – RELATED PARTY | 12 Months Ended |
Dec. 31, 2021 | |
Loans Payable Related Party | |
LOANS PAYABLE – RELATED PARTY | NOTE 8 – LOANS PAYABLE – RELATED PARTY Prior to the share exchange agreement, the Company borrowed $ 25,822 March 31, 2021 16,270 42,092 The loans represent working capital advances from shareholders, bear interest at 0.5 226 |
CAPITAL LEASE OBLIGATIONS
CAPITAL LEASE OBLIGATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
CAPITAL LEASE OBLIGATIONS | NOTE 9 – CAPITAL LEASE OBLIGATIONS In September 2019, the Company entered into a lease agreement with Thermo Fisher Scientific to acquire equipment with 48 941 12 19,294 36,691 In March 2021, the Company entered into a new lease agreement with Thermo Fisher Scientific to acquire another piece of equipment with 36 699 14,342 20,614 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 10 – CONVERTIBLE NOTES PAYABLE Prior to the Share Exchange, the Company issued a convertible note to an investor, face value of $ 500,000 500,000 3 February 16, 2030 0.10 1,500,000 123,627 26,373 376,373 In December 2019, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Company agreed to sell to the investor a $ 100,000 8 (a) elects to repay the Note, it must do so at a premium of one hundred and twenty five percent (125%) of the face amount of the Note, together with all unpaid and accrued interest to the date of repayment. (b) elects to involuntarily exercise conversion of this Note to the Holder, the Company must provide written notice to the Holder along with an executed copy of the Company’s Notice of Conversion, specifying that the Note shall be converted into shares of the Company’s Common Stock based upon at an effective conversion price of 75% of the average closing price of the Company’s common stock on the fifteen days prior to conversion. The embedded conversion feature of this Note was deemed to require bifurcation and liability classification, at fair value. Pursuant to the Securities Purchase Agreement, the Company also sold warrants to the investors to purchase up to an aggregate of 100,000 On March 12, 2020, the Company entered into securities purchase agreements with two different accredited investors (each an “Investor”, and together the “Investors”) pursuant to which each Investor purchased an 8% unsecured convertible promissory note (each a “8% Note”, and together the “8% Notes”) from the Company. The terms and conditions of each of the 8% Notes are substantially the same. Each 8% Note has a principal amount of $ 105,000 5,000 100,000 March 12, 2021 The Note is convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of the lesser of (i) $0.75 or (ii) 68% multiplied by the average of the two lowest trading closing prices of the Company’s common stock on the fifteen days before the issue date of this note or (ii) 68% multiplied by the average of the two lowest trading closing prices of the Company’s common stock on the fifteen days prior to conversion. 8 570,767 111,000 6,032 0 On June 8, 2020, the Company entered into a securities purchase agreement, dated as of June 2, 2020 (the “Purchase Agreement”), with an accredited investor pursuant to which the investor purchased a 12% unsecured convertible promissory note (the “12% Note”) from the Company. The 12 165,000 9,000 156,000 52,000 3,100 All principal amounts and the interest thereon are convertible into shares of the Company’s common stock at the option of the Investor, after six (6) months from the date of the 12% Note. All closings occurred following the satisfaction of customary closing conditions. The 12% Note is convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of the lesser of (i) 68% multiplied by the lowest Trading Price (representing a discount rate of 32%) during the previous fifteen (15) trading day period ending on the latest complete trading day prior to the date of the 12% Note or (ii) the Variable Conversion Price. 36,666 0.75 12 150,000 20,750 June 19, 2021 25,000 115,385 1.30 5,500,568 Total interest expense on convertible notes payable, inclusive of amortization of debt discount of $ 205,872 306,662 264,944 349,889 Total accrued interest on convertible notes payable, for the years ended December 31, 2021 and 2020, was $ 109,102 39,993 |
CONVERTIBLE NOTES PAYABLE _ REL
CONVERTIBLE NOTES PAYABLE – RELATED PARTY | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Abstract] | |
CONVERTIBLE NOTES PAYABLE – RELATED PARTY | NOTE 11 – CONVERTIBLE NOTES PAYABLE – RELATED PARTY In January 2020, the Company sold an additional $ 100,000 100,000 In February 2020, the Company sold an additional $ 50,000 50,000 Total interest expense on convertible notes payable – related party, inclusive of amortization of debt discount of $ 73,973 70,000 85,973 81,178 Total accrued interest on convertible notes payable – related party, for the years ended December 31, 2021 and 2020, was $ 23,178 11,178 The following is a schedule by year of future debt payments at December 31, 2021. Schedule of future debt payments Year Ending December 31, Loan payable Loan payable - related party Convertible notes payable Convertible notes payable - related party Total 2021 $ 900,000 $ 42,092 $ 305,000 $ 100,000 $ 1,347,092 2022 — — — $ 43,972 $ 43,972 2023 — — — — — 2024 — — — — — 2025 — — — — — Thereafter 107,910 — $ 376,373 — $ 484,283 Total $ 1,007,910 $ 42,092 $ 681,373 $ 143,972 $ 1,875,347 |
PATENT PURCHASE LIABILITY
PATENT PURCHASE LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Patent Purchase Liability | |
PATENT PURCHASE LIABILITY | NOTE 12 – PATENT PURCHASE LIABILITY On December 17, 2020, the Company entered into an Intellectual Property Rights Purchase and Transfer Agreement (the “IP Purchase Agreement”) by and between Advanced Neural Dynamics (“AND”), Fox Chase, Dr. Douglas Brenneman (“Brenneman”) and the Company to acquire the IP Rights and concurrently entered into a Pharmaceutical Royalty Agreement with AND and Fox Chase. Pursuant to the IP Purchase Agreement, the Company acquired the IP Assets for a $ 570,000 • 1,000,000 0.27 270,000 • $ 300,000 0.30 0.60 In addition, AND/Brenneman shall receive cash payments of $15,000 annually, payable in quarterly installments to offset against tax payments, netted out against actual tax costs incurred. In the event such payments are not made, there will be a 10% penalty assessed on said late tax offset payment. The liabilities from the IP purchase agreement are recognized at the commencement date based on the present value of remaining payments over the payment term using the Company’s secured incremental borrowing rates or implicit rates, when readily determinable. The Company’s IP purchase agreement does not provide an implicit rate that can readily be determined. Therefore, the Company uses an 8% discount rate based on our incremental borrowing rate, which is determined using the average interest rate of our long-term debt as of December 17, 2020. On December 15, 2021, the Company entered into an amendment agreement with AND/Brenneman that modified the schedule of issuance of shares to the following: All future Issuances of Shares under the IP Purchase and Transfer Agreement shall commence only upon the earlier of (a.) a full sale and acquisition of Neuropathix, Inc. to a third party acquiror and based upon the price per share of said acquisition of Neuropathix, Inc. by a third party, or (b.) the commencement of a human clinical trial of one or more of the AND Assets. In the event of the commencement of a human clinical trial, an installment process will commence with 1/5th of the transaction or $ 60,000 0.05 0.60 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Liabilities | |
DERIVATIVE LIABILITIES | NOTE 13 – DERIVATIVE LIABILITIES The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. In addition, the Company issued warrants with variable conversion provisions. The conversion terms of the convertible notes and warrants are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date. Based on the various convertible notes described in Note 10 and 11, the fair value of applicable derivative liabilities on notes, warrants and change in fair value of derivative liability are as follows for the year ended December 31, 2021: Schedule of Derivative Liabilities Derivative Liability - Convertible Notes Derivative Liability - Warrants Total Balance as of December 31, 2020 $ 153,140 $ 163,049 $ 316,189 Additions during the period — — — Change in fair value 4,103 178,458 182,561 Change due to exercise / redemptions (68,072 ) — (68,072 ) Balance as of December 31, 2021 $ 89,171 $ 341,507 $ 430,678 The fair value of the derivative liability – convertible notes is estimated using a Monte Carlo pricing model with the following assumptions: Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock $ 0.14 0.74 Expected volatility 59.0 65.7 Expected term (in years) 0.09 2.00 Risk-free interest rate 0.06 1.55 The fair value of the derivative liability – warrants is estimated using a Monte Carlo pricing model with the following assumptions: Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock $ 0.58 1.80 Expected volatility 72.2 114.3 Expected term (in years) 0.98 4.22 Risk-free interest rate 1.67 % |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time the Company may get involved in legal proceedings arising in the ordinary course of business. Other than as set forth in “Legal Proceedings” in Part II below, the Company believes there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on its results of operations or financial condition. Occupancy Leases On April 1, 2014, the Company entered into a one year lease arrangement for office space, with the option to renew the lease annually. The lease has been renewed through April 2022. The monthly rent payment is $ 5,600 15,000 On July 1, 2018, we entered into a one year lease arrangement for additional office space, with the option to renew the lease annually. On July 1, 2021, the lease was renewed for two years and the monthly rent payment is $ 6,203 Royalties On December 17, 2020, the Company entered into an Intellectual Property Rights Purchase and Transfer Agreement by and between Advanced Neural Dynamics (“AND”), Fox Chase, Dr. Douglas Brenneman (“Brenneman”) and the Company to acquire the IP Rights and concurrently entered into a Pharmaceutical Royalty Agreement (the “Royalty Agreement”) with AND and Fox Chase. Pursuant to the Royalty Agreement, the following royalties and license fees are payable to Fox Chase and AND as well: • 1% royalties on net sales up to $500,000 per year per participant (for an aggregate maximum of 2% and up to $1,000,000); • 1% upfront sublicense fees per participant; and • 1% reversion rights to each participant (for 2% aggregate), which rights include future milestone payments. Dr. Allen Reitz and Brenneman, the principals of AND and Fox Chase, respectively, will also become members of the Company’s scientific advisory board (SAB) and will receive options to acquire 100,000 shares of common stock of the Company for each year of SAB service, which is initially a 2-year term. Concentrations All revenue recognized in the year ended December 31, 2021 was grant revenue from the NIH. While the Company expects to maintain this contract for the entire term, loss of the grant would significantly impact its operations. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 15 – STOCKHOLDERS’ DEFICIT Series A Preferred Stock Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series A Preferred Stock. Each share of the Series A Preferred Stock is entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s common stock. The holders of a majority of the Series A Preferred Stock are entitled to elect up to four (4) directors to the Company’s board of directors and have preferential rights in regard to the election of Series A directors. In all other voting matters, the holders of Series A Preferred Stock are entitled to cast 1,000 votes per share. Series B Preferred Stock Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series B Preferred Stock. Each share of the Series B Preferred Stock is entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s common stock. The holders of a majority of the Series B Preferred Stock are entitled to elect up to three (3) directors to the Company’s board of directors and have preferential rights in regard to the election of Series B directors. In all other voting matters, the holders of Series B Preferred Stock are entitled to cast 1,000 votes per share. Common Stock The Company is authorized to issue 200,000,000 0.0001 All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company, subject to the rights of the preferred stockholders. During the year ended December 31, 2021, the Company sold 7,768,188 0.03 0.17 833,727 During the year ended December 31, 2021, the Company issued 2,009,155 122,838 During the year ended December 31, 2021, the Company issued 3,612,308 389,295 Stock Options During the year ended December 31, 2020, the Company granted options to purchase 7,025,000 0.18 0.84 3,503,040 During the year ended December 31, 2021, the Company granted options to purchase 8,425,000 0.5 0.16 846,795 For the years ended December 31, 2021 and 2020, the Company recorded $ 1,218,766 263,424 132,985 459,175 1,059,260 The fair value of the options is estimated using a Black-Scholes Options Pricing Model with the following assumptions: Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock on issuance date $ 0.05 0.74 Exercise price $ 0.18 0.84 Expected volatility 86 231 Expected term (in years) 5.5 6.5 Risk-free interest rate 0.64 1.67 % Expected dividend yields — On May 4, 2020, the Company amended its 2019 Plan to increase the number of shares of Company common stock authorized for issuance thereunder to 11,500,000 shares. On March 12, 2021, the Company executed a second amendment to the 2019 Plan to (i) replace all references to “Kannalife, Inc.,” the Company’s former name, to “Neuropathix, Inc.,” and (ii) increase the number of shares of Company common stock authorized for issuance thereunder 20,000,000 shares (the “Second Plan Amendment”). The Second Plan Amendment was approved by the Company’s Board of Directors on March 12, 2021. The Second Plan Amendment remains subject to shareholder approval, which the Company shall undertake to obtain as soon as reasonably practicable, but in no event later than one year from the amendment date. In the event that the Company does not obtain the requisite shareholder approval of the Second Plan Amendment within one year, the Second Plan Amendment shall not be effective. On March 11, 2022, the majority of shareholders of the Common Stock of the Company voted to ratify the 2019 Plan as amended. The following is a summary of outstanding and exercisable options: Schedule of outstanding and exercisable options Numbers of Options Weighted Avg Exercise Price Weighted Avg Remaining Years Outstanding as of December 31,2019 100,000 $ 2.00 9.51 Granted 7,025,000 0.56 — Exercised — — — Forfeited — — — Expired — — — Outstanding as of December 31,2020 7,125,000 $ 0.58 9.90 Granted 8,425,000 0.13 9.95 Exercised — — — Forfeited — — — Expired — — — Outstanding as of December 31, 2021 15,550,000 $ 0.34 8.81 Outstanding as of December 31, 2021, vested 9,204,688 $ 0.40 8.66 Warrants In January and February 2020, the Company entered into a Securities Purchase Agreement with investors pursuant to which the Company agreed to sell the investors a $ 100,000 50,000 100,000 50,000 3 8 On June 8, 2020, the Company entered into a Securities Purchase Agreement, dated as of June 2, 2020 (the “Purchase Agreement”) with an accredited investor pursuant to which the investor purchased a 12% unsecured convertible promissory note (the “12% Note”) from the Company. In connection with the Purchase Agreement and the 12 36,666 3 On June 23, 2020, the Company entered into a Securities Purchase Agreement, dated as of June 19, 2020 with an accredited investor pursuant to which the Investor purchased a 12 150,000 0.0273 0.0273 5,500,568 On February 10, 2021, Neuropathix, Inc. (f/k/a Kannalife, Inc.), a Delaware corporation (the “Company”), entered into a letter agreement with Lyons Capital LLC (“Lyons Capital”), pursuant to which the Company agreed to issue and sell to Lyons Capital 3,500,000 shares of the Company’s common stock, par value $ 0.0001 3,500,000 1,207,500 On February 17, 2021, the Company and Lyons Capital executed a Common Stock Purchase Agreement (the “SPA”) and two warrants (each a “Warrant, and together, the “Warrants”) memorializing the definitive terms of the Transaction. The effective date of the SPA and Warrants is February 10, 2021. The first warrant (“Warrant No. 1) grants Lyons Capital the right to purchase up to 1,750,000 shares of Common stock at an exercise price of $0.22 per share. The second warrant (“Warrant No. 2,” and together with Warrant No. 1, the “Warrants”) grants Lyons Capital the right to purchase up to an additional 1,750,000 shares of Common stock at an exercise price of $0.27 per share. The Warrants are exercisable immediately, will expire five years from the date of issuance, and contain customary provisions allowing for adjustment to the exercise price and number of shares of Common Stock issuable upon exercise in the event of any stock dividend, recapitalization, reorganization, reclassification, or similar transaction. subject to limited exceptions, Lyons Capital may not exercise any portion of the Warrants if Lyons Capital, together with any of its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s Common Stock outstanding immediately after giving effect to such exercise. The following is a summary of outstanding and exercisable warrants: Schedule of outstanding and exercisable warrants Number of Shares Weighted Average Exercise Price Balance at December 31, 2019 100,000 $ 3.26 Granted 1,189,343 0.44 Exercised — — Expired — — Balance at December 31, 2020 1,289,343 $ 0.18 Granted 4,194,161 0.21 Reset 3,803,730 0.03 Exercised — — Expired — — Balance at December 31, 2021 9,287,234 $ 0.11 At December 31, 2021, 9,287,234 97,360 3.64 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16 – RELATED PARTY TRANSACTIONS The Company’s Chief Executive Officer (“CEO”) shares the use of the leased office space for personal living quarters. The CEO reimburses the Company for 50% of the monthly rent, or $ 2,800 As of December 31, 2021, the Company owes the CEO $ 190,000 46,860 On March 12, 2021, the Company issued its CEO 692,308 0.13 90,000 On July 28, 2021, the Company issued its CEO 1,875,000 0.05 90,000 See Notes 8, 11, 14 and 15 for additional related party transactions. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 17 – INCOME TAXES We file income tax returns in the United States federal jurisdiction and in various state and local jurisdictions. In the normal course of business, we are subject to examination by taxing authorities. The tax years ending 2018 through 2021 remain subject to examination for federal tax purposes and remain subject to examination in significant state tax jurisdictions. As of December 31, 2021, and 2020, the Company had federal and state net operating loss carry forwards of $ 8,889,000 7,070,000 respectively, of which $.8 million of the 2020 amount will expire in 2033 through 2037, and $8 million will not expire but will be limited to 80% of taxable income. The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2021 and 2020 is as follows: Schedule of Effective Income Tax Rate Reconciliation For the Years ended December 31, 2021 2020 % % Statutory federal tax rate 21.0 21.0 State taxes, net of federal benefit 6.3 6.4 Valuation allowance (27.4 ) (28.2 ) Permanent items (1.3 ) 1.4 Other, net 1.4 (0.6 ) Provision for income taxes — — The change in the Company's net increase in the valuation allowance was mainly caused by the change in estimation of NOL utilization. Deferred income taxes reflect the net tax effects of: (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes; and (b) operating loss and tax credit carry-forwards. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. Significant components of deferred tax assets as December 31, 2021 and 2020 were as follows: Schedule of Deferred Tax Assets and Liabilities For the Years ended December 31, 2021 2020 Deferred Tax Assets: Federal net operating loss carryforwards $ 1,868,814 $ 1,457,706 Stock based compensation 849,922 476,938 Non-cash interest 106,001 68,405 Non-cash accrued compensation 916,099 877,976 Fixed assets 821 3,616 State taxes 528,512 408,828 Net deferred tax assets before valuation allowance 4,270,169 3,293,468 Valuation Allowance (4,270,169 ) (3,293,468 ) Net Deferred Tax Assets $ — $ — Utilization of the net operating losses (NOL) carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code (IRC) of 1986, as amended (the Code), as well as similar state provisions. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS In January and February 2022, the Company, exercised put options and sold and aggregate of 2,000,000 53,609 On March 11, 2022, the majority of shareholders of the Common Stock of the Company voted to ratify the 2019 Plan and increased the shares available in the option pool to 20,000,000. On March 21, 2022, the Company issued three convertible notes (the "Convertible Notes") for cash on identical terms to three private investors having an aggregate face value of $ 150,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. |
Principles of Consolidation | Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in ASC 810 Consolidation (“ASC 810”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Kannalife. All significant consolidated transactions and balances have been eliminated in consolidation. |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting intellectual property. In December 2019, a novel strain of coronavirus, commonly known as COVID-19, surfaced. The spread of COVID-19 around the world in 2020 has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies and, as such, the Company is unable to determine if it will have a material impact to its operations. The Company’s operations as of December 31, 2021 have not been significantly affected, but may be affected in the future, by the ongoing outbreak of COVID-19, which was declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s labor workforce, unavailability of products and supplies used in operations, and the decline in value of assets held by the Company. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. Significant matters requiring the use of estimates and assumptions include, but are not necessarily limited to stock-based compensation and valuation of derivative liabilities. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. |
Cash and Cash Equivalents | Cash and Cash Equivalents Our cash and cash equivalents include short-term, highly liquid investments with original maturities of three months or less when purchased. At times throughout the year, the Company may maintain bank balances that could exceed Federal Deposit Insurance Corporation insured limits. The Company maintains its cash deposit accounts with high credit quality financial institutions, and therefore believes that its loss exposure is minimal. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions and sets up an allowance for doubtful accounts when collection is uncertain. Customers’ accounts are written off when all attempts to collect have been exhausted. Recoveries of accounts receivable previously written off are recorded as income when received. As of December 31, 2021 and 2020, the Company had no |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. When assets are sold, retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheets and any resulting gain or loss is reflected in the statements of operations and members’ deficit in the period realized. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are as follows: Schedule of estimated useful lives of the assets Furniture and equipment 5 |
Revenue Recognition | Revenue Recognition It is the Company’s policy that revenues are recognized in accordance with ASC 606 “Revenue Recognition.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s financial statements. Revenue consists of research funding from the Company’s National Institute of Health (“NIH”) Grant. Grant revenue is recognized when qualifying costs are incurred and there is reasonable assurance that the conditions of the award have been met for collection. Proceeds received prior to the costs being incurred or the conditions of the award being met are recognized as deferred revenue until the services are performed and the conditions of the award are met. During the year ended December 31, 2021, the Company recognized $ 183,477 On September 28, 2021, the Company received a notice of award for a $ 2.97 977,054 991,944 1,001,774 |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC Topic 815, Derivatives and Hedging Activities Applicable U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments) as follows. The Company records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares. |
Stock Based Compensation | Stock Based Compensation The Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505, Equity–based Payments to Non-Employees . |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing income for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. The weighted average number of common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, was 44,501,798 and 17,174,152 Details of dilute securities by instrument are as follows: Schedule of dilute securities by instrument 2021 2020 Series A & B preferred stock 150,000 150,000 Options 15,550,000 7,125,000 Warrants - convertible notes 9,287,234 1,289,343 Convertible notes payable 19,514,564 8,609,809 44,501,798 17,174,152 |
Research and Development | Research and Development In accordance with FASB ASC 730, Research and Development 451,779 1,095,405 |
Recently Issued Authoritative Guidance | Recently Issued Authoritative Guidance In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect of adopting ASU 2016-13 will have on the Company’s consolidated financial statements . In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company (as an EGC) that is taking advantage of the extended transition period offered to private entities would apply this for fiscal years beginning after December 15, 2021. The Company believes that the adoption will have a material effect on the Company’s consolidated financial statements and related disclosures. Accordingly, the Company will record a right of use asset and operating lease liability in connection with its leases. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of the assets | Schedule of estimated useful lives of the assets Furniture and equipment 5 |
Schedule of dilute securities by instrument | Schedule of dilute securities by instrument 2021 2020 Series A & B preferred stock 150,000 150,000 Options 15,550,000 7,125,000 Warrants - convertible notes 9,287,234 1,289,343 Convertible notes payable 19,514,564 8,609,809 44,501,798 17,174,152 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | Fair Value, Liabilities Measured on Recurring Basis December 31, 2021 Level 1 Level 2 Level 3 Total Carrying Value Derivative liabilities $ — $ — $ 430,678 $ 430,678 December 31, 2020 Level 1 Level 2 Level 3 Total Carrying Value Derivative liabilities $ — $ — $ 316,189 $ 316,189 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued expenses | Accounts payable and accrued expenses December 31, 2021 December 31, 2020 Accounts payable and accrued expenses $ 485,628 $ 538,527 Accrued interest 314,275 182,781 Totals $ 799,903 $ 721,308 |
PAYROLL AND RELATED LIABILITI_2
PAYROLL AND RELATED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Payroll and Related Liabilities | Schedule of Payroll and Related Liabilities December 31, 2021 December 31, 2020 Payroll $ 288,780 $ 149,704 Payroll taxes 241,409 229,537 Totals $ 530,189 $ 379,241 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Loans Payable | Schedule of Loans Payable December 31, 2021 December 31, 2020 Loan payable at 8 12/31/2021 * $ 850,000 $ 850,000 Loan payable at 0 6/11/2021 * 50,000 100,000 Loan payable at 0.25 7/26/2023 107,910 — Total 1,007,910 950,000 Less: short term loans 900,000 — Total long-term loans $ 107,910 $ 950,000 |
CONVERTIBLE NOTES PAYABLE _ R_2
CONVERTIBLE NOTES PAYABLE – RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Abstract] | |
Schedule of future debt payments | Schedule of future debt payments Year Ending December 31, Loan payable Loan payable - related party Convertible notes payable Convertible notes payable - related party Total 2021 $ 900,000 $ 42,092 $ 305,000 $ 100,000 $ 1,347,092 2022 — — — $ 43,972 $ 43,972 2023 — — — — — 2024 — — — — — 2025 — — — — — Thereafter 107,910 — $ 376,373 — $ 484,283 Total $ 1,007,910 $ 42,092 $ 681,373 $ 143,972 $ 1,875,347 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Derivative Liabilities | Schedule of Derivative Liabilities Derivative Liability - Convertible Notes Derivative Liability - Warrants Total Balance as of December 31, 2020 $ 153,140 $ 163,049 $ 316,189 Additions during the period — — — Change in fair value 4,103 178,458 182,561 Change due to exercise / redemptions (68,072 ) — (68,072 ) Balance as of December 31, 2021 $ 89,171 $ 341,507 $ 430,678 |
Schedule of share-based payment award, stock options, valuation assumptions | Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock $ 0.14 0.74 Expected volatility 59.0 65.7 Expected term (in years) 0.09 2.00 Risk-free interest rate 0.06 1.55 |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based payment award, stock options, valuation assumptions | Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock $ 0.58 1.80 Expected volatility 72.2 114.3 Expected term (in years) 0.98 4.22 Risk-free interest rate 1.67 % |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based payment award, stock options, valuation assumptions | Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock $ 0.14 0.74 Expected volatility 59.0 65.7 Expected term (in years) 0.09 2.00 Risk-free interest rate 0.06 1.55 |
Schedule of outstanding and exercisable options | Schedule of outstanding and exercisable options Numbers of Options Weighted Avg Exercise Price Weighted Avg Remaining Years Outstanding as of December 31,2019 100,000 $ 2.00 9.51 Granted 7,025,000 0.56 — Exercised — — — Forfeited — — — Expired — — — Outstanding as of December 31,2020 7,125,000 $ 0.58 9.90 Granted 8,425,000 0.13 9.95 Exercised — — — Forfeited — — — Expired — — — Outstanding as of December 31, 2021 15,550,000 $ 0.34 8.81 Outstanding as of December 31, 2021, vested 9,204,688 $ 0.40 8.66 |
Schedule of outstanding and exercisable warrants | Schedule of outstanding and exercisable warrants Number of Shares Weighted Average Exercise Price Balance at December 31, 2019 100,000 $ 3.26 Granted 1,189,343 0.44 Exercised — — Expired — — Balance at December 31, 2020 1,289,343 $ 0.18 Granted 4,194,161 0.21 Reset 3,803,730 0.03 Exercised — — Expired — — Balance at December 31, 2021 9,287,234 $ 0.11 |
Equity Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based payment award, stock options, valuation assumptions | Schedule of share-based payment award, stock options, valuation assumptions Market value of common stock on issuance date $ 0.05 0.74 Exercise price $ 0.18 0.84 Expected volatility 86 231 Expected term (in years) 5.5 6.5 Risk-free interest rate 0.64 1.67 % Expected dividend yields — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation For the Years ended December 31, 2021 2020 % % Statutory federal tax rate 21.0 21.0 State taxes, net of federal benefit 6.3 6.4 Valuation allowance (27.4 ) (28.2 ) Permanent items (1.3 ) 1.4 Other, net 1.4 (0.6 ) Provision for income taxes — — |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities For the Years ended December 31, 2021 2020 Deferred Tax Assets: Federal net operating loss carryforwards $ 1,868,814 $ 1,457,706 Stock based compensation 849,922 476,938 Non-cash interest 106,001 68,405 Non-cash accrued compensation 916,099 877,976 Fixed assets 821 3,616 State taxes 528,512 408,828 Net deferred tax assets before valuation allowance 4,270,169 3,293,468 Valuation Allowance (4,270,169 ) (3,293,468 ) Net Deferred Tax Assets $ — $ — |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Date of Incorporation | Mar. 25, 2013 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Furniture and equipment Useful Life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Dilute securities | 44,501,798 | 17,174,152 |
Warrants Convertible Notes [Member] | ||
Dilute securities | 9,287,234 | 1,289,343 |
Convertible Note Payable [Member] | ||
Dilute securities | 19,514,564 | 8,609,809 |
Equity Option [Member] | ||
Dilute securities | 15,550,000 | 7,125,000 |
Series Aand B Preferred Stock [Member] | ||
Dilute securities | 150,000 | 150,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Allowance for doubtful account | $ 0 | $ 0 |
Grant revenue | $ 183,477 | $ 0 |
Weighted average number of common stock, anti-dilutive | 44,501,798 | 17,174,152 |
Research and Development | $ 451,779 | $ 1,095,405 |
Phase 2 S T T R Study Grant [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grant revenue | 2,970,000,000 | |
Phase 2 S T T R Study Grant [Member] | Year One [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grant revenue | 977,054 | |
Phase 2 S T T R Study Grant [Member] | Year Two [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grant revenue | 991,944 | |
Phase 2 S T T R Study Grant [Member] | Year Three [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grant revenue | $ 1,001,774 |
Going Concern and Management__2
Going Concern and Management’s Liquidity Plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss from operations | $ 2,940,636 | $ 4,473,728 |
Net cash used in operating activities | 889,637 | 944,198 |
Accumulated deficit | $ 16,591,149 | $ 13,033,363 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value, liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 430,678 | $ 316,189 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 430,678 | 316,189 |
Fair Value, Inputs, Level 1, 2 and 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 430,678 | $ 316,189 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 485,628 | $ 538,527 |
Accrued interest | 314,275 | 182,781 |
Totals | $ 799,903 | $ 721,308 |
PAYROLL AND RELATED LIABILITI_3
PAYROLL AND RELATED LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Payroll | $ 288,780 | $ 149,704 |
Payroll taxes | 241,409 | 229,537 |
Totals | $ 530,189 | $ 379,241 |
PAYROLL AND RELATED LIABILITI_4
PAYROLL AND RELATED LIABILITIES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Payroll taxes | $ 241,409 | $ 229,537 |
Chief Executive Officer [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Payroll taxes | 190,000 | 130,000 |
Director [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Payroll taxes | $ 75,000 | $ 12,500 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Debt Instrument [Line Items] | |||
Debt Instrument, interest rate | 0.50% | ||
Debt instrument, maturity date | Mar. 31, 2021 | ||
Total | $ 1,007,910 | $ 950,000 | |
Less: short term loans | 900,000 | 0 | |
Total long-term loans | $ 107,910 | $ 950,000 | |
Loans Payable One [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, interest rate | 8.00% | 8.00% | |
Debt instrument, maturity date | Dec. 31, 2021 | Dec. 31, 2021 | |
Total | [1] | $ 850,000 | $ 850,000 |
Loans Payable Two [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, interest rate | 0.00% | 0.00% | |
Debt instrument, maturity date | Jun. 11, 2021 | Jun. 11, 2021 | |
Total | [1] | $ 50,000 | $ 100,000 |
Loans Payable Three [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, interest rate | 0.25% | 0.25% | |
Debt instrument, maturity date | Jul. 26, 2023 | Jul. 26, 2023 | |
Total | $ 107,910 | $ 0 | |
[1] | - unsecured note |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Interest rate | 8.00% | |
Interest expense | $ 67,173 | $ 54,444 |
Accrued interest | $ 194,997 | $ 127,825 |
LOANS PAYABLE _ RELATED PARTY (
LOANS PAYABLE – RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Maturity date | Mar. 31, 2021 | |
Advanced from related party | $ 46,860 | $ 55,258 |
Interest rate | 0.50% | |
Related Party Promissory Note | ||
Short-term Debt [Line Items] | ||
Note payable, related party | $ 25,822 | |
Advanced from related party | 16,270 | |
Working capital | 42,092 | |
Accrued interest, related party note | $ 226 | $ 226 |
CAPITAL LEASE OBLIGATIONS (Deta
CAPITAL LEASE OBLIGATIONS (Details Narrative) - USD ($) | 1 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2019 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Frequency period | 48 | ||
Monthly payment | $ 941 | ||
Effective interest rate | 12.00% | ||
Capital Lease Obligations | $ 19,294 | ||
Equipment with carrying value | 36,691 | ||
Thermo Fisher Scientific 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Frequency period | 36 | ||
Monthly payment | $ 699 | ||
Capital Lease Obligations | 14,342 | ||
Equipment with carrying value | $ 20,614 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 08, 2020 | Mar. 12, 2020 | Jun. 23, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 26, 2019 | Jul. 24, 2015 |
Short-term Debt [Line Items] | ||||||||||||
Convertible debt | $ 143,972 | $ 0 | ||||||||||
Common stock issued | 91,060,559 | 77,670,908 | ||||||||||
Interest rate | 0.50% | |||||||||||
Number of warrants sold | 7,768,188 | |||||||||||
Debt discount | $ 6,028 | |||||||||||
Periodic payment | $ 941 | |||||||||||
Amortization of debt discount | 279,845 | $ 376,661 | ||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Proceeds from sale of warrants | $ 50,000 | $ 100,000 | $ 100,000 | |||||||||
Interest rate | 12.00% | 12.00% | 8.00% | 800.00% | ||||||||
Number of warrants sold | 36,666 | 150,000 | 50,000 | 100,000 | 100,000 | |||||||
Convertible Debt [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount | $ 500,000 | |||||||||||
Convertible debt | 376,373 | $ 500,000 | ||||||||||
Interest rate | 3.00% | |||||||||||
Maturity date | Feb. 16, 2030 | |||||||||||
Convertible price per share | $ 0.10 | |||||||||||
Common stock issued | 1,500,000 | |||||||||||
Value of notes converted | $ 123,627 | |||||||||||
Accrued interest | 109,102 | 39,993 | $ 26,373 | |||||||||
Amortization of debt discount | 205,872 | 306,662 | ||||||||||
Interest expense | 264,944 | $ 349,889 | ||||||||||
8% Notes | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount | $ 105,000 | |||||||||||
Convertible debt | $ 0 | |||||||||||
Interest rate | 8.00% | |||||||||||
Maturity date | Mar. 12, 2021 | |||||||||||
Common stock issued | 570,767 | |||||||||||
Value of notes converted | $ 111,000 | |||||||||||
Accrued interest | $ 6,032 | |||||||||||
Debt discount | $ 5,000 | |||||||||||
Purchase price | $ 100,000 | |||||||||||
Debt conversion, description | The Note is convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of the lesser of (i) $0.75 or (ii) 68% multiplied by the average of the two lowest trading closing prices of the Company’s common stock on the fifteen days before the issue date of this note or (ii) 68% multiplied by the average of the two lowest trading closing prices of the Company’s common stock on the fifteen days prior to conversion. | |||||||||||
12% Note | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount | $ 165,000 | |||||||||||
Interest rate | 12.00% | |||||||||||
Debt discount | $ 9,000 | |||||||||||
Purchase price | $ 156,000 | |||||||||||
Debt conversion, description | All principal amounts and the interest thereon are convertible into shares of the Company’s common stock at the option of the Investor, after six (6) months from the date of the 12% Note. All closings occurred following the satisfaction of customary closing conditions. The 12% Note is convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of the lesser of (i) 68% multiplied by the lowest Trading Price (representing a discount rate of 32%) during the previous fifteen (15) trading day period ending on the latest complete trading day prior to the date of the 12% Note or (ii) the Variable Conversion Price. | |||||||||||
Repayment of related party debt | $ 52,000 | |||||||||||
Transaction fees | $ 3,100 | |||||||||||
Warrants issued | 36,666 | |||||||||||
Warrants per share value | $ 0.75 | |||||||||||
12% convertible promissory note | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount | $ 150,000 | |||||||||||
Interest rate | 12.00% | |||||||||||
Maturity date | Jun. 19, 2021 | |||||||||||
Number of warrants sold | 5,500,568 | |||||||||||
Debt discount | $ 20,750 | |||||||||||
Warrants issued | 115,385 | |||||||||||
Warrants per share value | $ 1.30 | |||||||||||
Periodic payment | $ 25,000 |
CONVERTIBLE NOTES PAYABLE - REL
CONVERTIBLE NOTES PAYABLE - RELATED PARTY (Details) | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
2021 | $ 1,347,092 |
2022 | 43,972 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 484,283 |
Total | 1,875,347 |
Loans Payable [Member] | |
Debt Instrument [Line Items] | |
2021 | 900,000 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 107,910 |
Total | 1,007,910 |
Loan Payable Related Party [Member] | |
Debt Instrument [Line Items] | |
2021 | 42,092 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total | 42,092 |
Convertible Notes Payable [Member] | |
Debt Instrument [Line Items] | |
2021 | 305,000 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 376,373 |
Total | 681,373 |
Convertible Notes Payable Related Party [Member] | |
Debt Instrument [Line Items] | |
2021 | 100,000 |
2022 | 43,972 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total | $ 143,972 |
CONVERTIBLE NOTES PAYABLE _ R_3
CONVERTIBLE NOTES PAYABLE – RELATED PARTY (Details Narrative) - USD ($) | Jun. 08, 2020 | Jun. 23, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of warrants sold | 7,768,188 | ||||||
Amortization of debt discount | $ 279,845 | $ 376,661 | |||||
Convertible Notes Payable Related Party [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Amortization of debt discount | 73,973 | 70,000 | |||||
Interest expense | 85,973 | 81,178 | |||||
Accrued interest | $ 23,178 | $ 11,178 | |||||
Securities Purchase Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Proceeds from sale of warrants | $ 50,000 | $ 100,000 | $ 100,000 | ||||
Number of warrants sold | 36,666 | 150,000 | 50,000 | 100,000 | 100,000 | ||
Securities Purchase Agreement [Member] | Kettner Investments | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Proceeds from sale of warrants | $ 100,000 | ||||||
Number of warrants sold | 100,000 | ||||||
Securities Purchase Agreement [Member] | Chief Executive Officer [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Proceeds from sale of warrants | $ 50,000 | ||||||
Number of warrants sold | 50,000 |
PATENT PURCHASE LIABILITY (Deta
PATENT PURCHASE LIABILITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 17, 2020 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares price | $ 0.0273 | |
Number of shares | $ 833,727 | |
Restricted Common Stock [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares price | $ 0.05 | |
Number of shares | $ 60,000 | |
Ceiling price | $ 0.60 | |
IP Purchase Agreement | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Business acquisition, consideration | $ 570,000 | |
IP Purchase Agreement | Restricted Common Stock [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Business acquisition, shares issued | 1,000,000 | |
Shares price | $ 0.27 | |
Business acquisition, shares issued, value | $ 270,000 | |
IP Purchase Agreement | Common Stock [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Business acquisition, shares issued, value | $ 300,000 | |
IP Purchase Agreement | Common Stock [Member] | Minimum [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares price | $ 0.30 | |
IP Purchase Agreement | Common Stock [Member] | Maximum [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Shares price | $ 0.60 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Balance at beginning | $ 316,189 | |
Additions during the period | 0 | |
Change in fair value | (182,561) | $ 752,495 |
Change in fair value | 182,561 | (752,495) |
Change due to exercise / redemptions | (68,072) | |
Balance at end | 430,678 | 316,189 |
Warrant [Member] | ||
Debt Instrument [Line Items] | ||
Balance at beginning | 163,049 | |
Additions during the period | 0 | |
Change in fair value | 178,458 | |
Change in fair value | (178,458) | |
Change due to exercise / redemptions | 0 | |
Balance at end | 341,507 | 163,049 |
Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Balance at beginning | 153,140 | |
Additions during the period | 0 | |
Change in fair value | 4,103 | |
Change in fair value | (4,103) | |
Change due to exercise / redemptions | (68,072) | |
Balance at end | $ 89,171 | $ 153,140 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - Convertible Notes [Member] | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Minimum [Member] | |
Debt Instrument [Line Items] | |
Market value of common stock on issuance date | $ 0.14 |
Expected volatility | 59.00% |
Expected term (in years) | 1 month 2 days |
Risk-free interest rate | 0.06% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Market value of common stock on issuance date | $ 0.74 |
Expected volatility | 65.70% |
Expected term (in years) | 2 years |
Risk-free interest rate | 1.55% |
DERIVATIVE LIABILITIES (Detai_3
DERIVATIVE LIABILITIES (Details 2) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 1.67% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Market value of common stock on issuance date | $ 0.58 |
Expected volatility | 72.20% |
Expected term (in years) | 11 months 23 days |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Market value of common stock on issuance date | $ 1.80 |
Expected volatility | 114.30% |
Expected term (in years) | 4 years 2 months 19 days |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 02, 2018 | Apr. 01, 2014 |
Other Commitments [Line Items] | ||||
Security Deposit | $ 17,121 | $ 17,121 | ||
Office Space [Member] | ||||
Other Commitments [Line Items] | ||||
Monthly Rent | $ 5,600 | |||
Security Deposit | $ 6,203 | $ 15,000 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - Equity Option [Member] | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yields | 0.00% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Market value of common stock on issuance date | $ 0.05 |
Exercise price | $ 0.18 |
Expected volatility | 86.00% |
Expected term (in years) | 5 years 6 months |
Risk-free interest rate | 0.64% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Market value of common stock on issuance date | $ 0.74 |
Exercise price | $ 0.84 |
Expected volatility | 231.00% |
Expected term (in years) | 6 years 6 months |
Risk-free interest rate | 1.67% |
Schedule of outstanding and exe
Schedule of outstanding and exercisable options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Number of Options Outstanding, Beginning | 7,125,000 | 100,000 | |
Weighted Average Exercise Price Outstanding, Beginning | $ 0.58 | $ 2 | |
Weighted Average Remaining Years Outstanding | 8 years 9 months 21 days | 9 years 10 months 24 days | 9 years 6 months 3 days |
Number of Options Granted | 8,425,000 | 7,025,000 | |
Weighted Average Exercise Price Granted | $ 0.13 | $ 0.56 | |
Number of Options Exercised | 0 | 0 | |
Weighted Average Exercise Price Exercised | $ 0 | $ 0 | |
Number of Options Forfeited | 0 | 0 | |
Weighted Average Exercise Price Forfeited | $ 0 | $ 0 | |
Number of Options Expired | 0 | 0 | |
Weighted Average Exercise Price Expired | $ 0 | $ 0 | |
Granted | 9 years 11 months 12 days | ||
Number of Options Outstanding, Ending | 15,550,000 | 7,125,000 | 100,000 |
Weighted Average Exercise Price Outstanding, Ending | $ 0.34 | $ 0.58 | $ 2 |
Number of Options Exercisable | 9,204,688 | ||
Weighted Average Exercise Price Exercisable | $ 0.40 | ||
Weighted Average Remaining Years, Exercisable | 8 years 7 months 28 days |
Schedule of outstanding and e_2
Schedule of outstanding and exercisable warrants (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Warrants Outstanding, Beginning | 1,289,343 | 100,000 |
Weighted Average Exercise Price Outstanding, Beginning | $ 0.18 | $ 3.26 |
Number of Warrants Granted | 4,194,161 | 1,189,343 |
Weighted Average Exercise Price Granted | $ 0.21 | $ 0.44 |
Number of Warrants Exercised | 0 | 0 |
Weighted Average Exercise Price Exercised | $ 0 | $ 0 |
Number of Warrants Expired | 0 | 0 |
Weighted Average Exercise Price Expired | $ 0 | $ 0 |
Number of Warrants Reset | 3,803,730 | |
Weighted Average Exercise Price Reset | $ 0.03 | |
Number of Warrants Outstanding, Ending | 9,287,234 | 1,289,343 |
Weighted Average Exercise Price Outstanding, Ending | $ 0.11 | $ 0.18 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Jun. 08, 2020 | Feb. 10, 2021 | Jun. 23, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Common Stock Description | All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company, subject to the rights of the preferred stockholders. | |||||||
Number of stock sold | 7,768,188 | |||||||
Number of stock issued | $ 833,727 | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,009,155 | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 122,838 | |||||||
Stock Issued During Period, Shares, Issued for Services | 3,612,308 | |||||||
[custom:StockIssuedDuringPeriodValueIssuedForServices1] | $ 389,295 | |||||||
Common stock authorized under plan | 7,025,000 | 8,425,000 | ||||||
Options granted, exercise price | $ 0.13 | $ 0.56 | ||||||
Stock based compensation | $ 1,218,766 | $ 263,424 | ||||||
Unrecognized compensation expense | $ 1,059,260 | |||||||
Interest rate | 0.50% | |||||||
Share Price | $ 0.0273 | |||||||
Warrant Exercisable | 9,287,234 | |||||||
Intrinsic value of warrants | $ 97,360 | |||||||
Weighted average remaining contractual life of warrants outstanding | 3 years 7 months 20 days | |||||||
N 10 Notes [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of stock sold | 5,500,568 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of stock sold | 36,666 | 150,000 | 50,000 | 100,000 | 100,000 | |||
Proceeds from sale of stock | $ 50,000 | $ 100,000 | $ 100,000 | |||||
Warrant term | 3 years | 3 years | ||||||
Interest rate | 12.00% | 12.00% | 8.00% | 800.00% | ||||
Share Price | $ 0.0273 | |||||||
Letter Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued price per share | $ 0.0001 | |||||||
Proceeds from related party debt | $ 1,207,500 | |||||||
Equity Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Value of option | $ 846,795 | 3,503,040 | ||||||
Research and development expense | 132,985 | $ 459,175 | ||||||
Common Stock One [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of stock issued | 833,727 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of stock issued | $ 778 | |||||||
Stock Issued During Period, Shares, Issued for Services | 525,000 | 1,850,000 | ||||||
Common Stock [Member] | Letter Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of stock sold | 3,500,000 | |||||||
Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock | $ 0.03 | |||||||
Minimum [Member] | Equity Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Options granted, exercise price | 0.5 | $ 0.18 | ||||||
Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock | 0.17 | |||||||
Maximum [Member] | Equity Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Options granted, exercise price | $ 0.16 | $ 0.84 | ||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock description | Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series A Preferred Stock. Each share of the Series A Preferred Stock is entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s common stock. The holders of a majority of the Series A Preferred Stock are entitled to elect up to four (4) directors to the Company’s board of directors and have preferential rights in regard to the election of Series A directors. In all other voting matters, the holders of Series A Preferred Stock are entitled to cast 1,000 votes per share. | |||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock description | Effective May 3, 2018, the Company’s Board of Directors authorized and designated 75 shares of the Company’s Preferred Stock as Series B Preferred Stock. Each share of the Series B Preferred Stock is entitled to a liquidation preference of $1,000 per share and is convertible into 1,000 shares of the Company’s common stock. The holders of a majority of the Series B Preferred Stock are entitled to elect up to three (3) directors to the Company’s board of directors and have preferential rights in regard to the election of Series B directors. In all other voting matters, the holders of Series B Preferred Stock are entitled to cast 1,000 votes per share. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 28, 2021 | Mar. 12, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||
Price per share | $ 0.0273 | ||
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Monthly rent | $ 2,800 | ||
Accrued Bonuses, Current | 190,000 | ||
Related Party Costs | $ 46,860 | ||
Stock issued for compensation, shares | 1,875,000 | 692,308 | |
Price per share | $ 0.05 | $ 0.13 | |
Stock issued for compensation, value | $ 90,000 | $ 90,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal tax rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 6.30% | 6.40% |
Valuation allowance | (27.40%) | (28.20%) |
Permanent items | (1.30%) | 1.40% |
Other, net | 1.40% | (0.60%) |
Provision for income taxes | 0.00% | 0.00% |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets: | ||
Federal net operating loss carryforwards | $ 1,868,814 | $ 1,457,706 |
Stock based compensation | 849,922 | 476,938 |
Non-cash interest | 106,001 | 68,405 |
Non-cash accrued compensation | 916,099 | 877,976 |
Fixed assets | 821 | 3,616 |
State taxes | 528,512 | 408,828 |
Net deferred tax assets before valuation allowance | 4,270,169 | 3,293,468 |
Valuation Allowance | (4,270,169) | (3,293,468) |
Net Deferred Tax Assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carry forwards | $ 8,889,000 | $ 7,070,000 |
Income tax, description | respectively, of which $.8 million of the 2020 amount will expire in 2033 through 2037, and $8 million will not expire but will be limited to 80% of taxable income. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Mar. 21, 2022 | Feb. 28, 2022 | Jan. 01, 2022 |
Subsequent Event [Line Items] | |||
Common stock, shares | 2,000,000 | ||
Advance received | $ 53,609 | ||
Face value | $ 150,000 |