Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Mar. 09, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | QRONS INC. | |
Entity Central Index Key | 0001689084 | |
Document Type | 10-K | |
Amendment Flag | false | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --12-31 | |
Entity Well Known Seasoned Issuer | No | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Dec. 31, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 13,289,789 | |
Entity Public Float | $ 1,489,801 | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55800 | |
Entity Incorporation State Country Code | WY | |
Entity Interactive Data Current | Yes | |
Icfr Auditor Attestation Flag | false | |
Entity Tax Identification Number | 81-3623646 | |
Entity Address Address Line 1 | 28-10 Jackson Avenue #26N | |
Entity Address City Or Town | Long Island City | |
Entity Address State Or Province | NY | |
Entity Address Postal Zip Code | 11101 | |
City Area Code | 212 | |
Auditor Name | Heaton & Company, PLLC | |
Auditor Location | Farmington, Utah | |
Auditor Firm Id | 6117 | |
Local Phone Number | 945-2080 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 35,065 | $ 57,632 |
Total current assets | 35,065 | 57,632 |
TOTAL ASSETS | 35,065 | 57,632 |
Current liabilities | ||
Accounts payable and accrued liabilities | 90,976 | 49,059 |
Accounts payable and accrued liabilities - related party | 38,192 | 43,768 |
Demand loans, related party | 50,000 | 50,000 |
Advances from related party | 286,000 | 286,000 |
Unsecured short-term advances | 100,000 | 100,000 |
Convertible notes - related party, net of debt discount | 25,000 | 25,000 |
Convertible notes, net of debt discount | 141,685 | 43,636 |
Derivative liabilities | 405,957 | 154,485 |
Total current liabilities | 1,137,810 | 751,948 |
Total liabilities | 1,137,810 | 751,948 |
Stockholders' deficit | ||
Series A Preferred stock: $0.001 par value; 10,000 shares authorized; 2,000 shares issued and outstanding | 2 | 2 |
Common stock, $0.0001 par value: 100,000,000 shares authorized; 13,289,789 shares issued and outstanding | 1,329 | 1,329 |
Additional paid-in capital | 7,697,351 | 7,037,796 |
Accumulated deficit | (8,801,427) | (7,733,443) |
Total stockholders' deficit | (1,102,745) | (694,316) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ 35,065 | $ 57,632 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Condensed Balance Sheets (Unaudited) | ||
Series A Preferred Shares, par value | $ 0.001 | $ 0.001 |
Series A Preferred Shares, authorized | 10,000 | 10,000 |
Series A Preferred Shares, shares issued | 2,000 | 2,000 |
Series A Preferred Shares, shares outstanding | 2,000 | 2,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 13,289,789 | 13,289,789 |
Common stock, shares outstanding | 13,289,789 | 13,289,789 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Statements of Operations (Unaudited) | ||
Net sales | $ 0 | $ 0 |
Operating expenses: | ||
Research and development expenses | 258,297 | 258,620 |
Professional fees | 48,332 | 47,560 |
General and administrative expenses | 495,323 | 247,561 |
Total operating expenses | 801,952 | 553,741 |
Income (loss) from operations | (801,952) | (553,741) |
Other income (expense) | ||
Interest expense | (208,892) | (52,019) |
Change in derivative liabilities | (57,140) | (57,203) |
Total other income (expense) | (266,032) | (109,222) |
Net loss | $ (1,067,984) | $ (662,963) |
Net (loss) per common shares (basic and diluted) | $ (0.08) | $ (0.05) |
Weighted average shares outstanding | ||
(basic and diluted) | 13,289,789 | 13,163,286 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders Equity Deficit (Unaudited) - USD ($) | Total | Preferred Stock Series A [Member] | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2019 | 2,000 | 13,089,789 | |||
Balance, amount at Dec. 31, 2019 | $ (508,122) | $ 2 | $ 1,309 | $ 6,561,047 | $ (7,070,480) |
Issuance of common stock for private placement, shares | 200,000 | ||||
Issuance of common stock for private placement, amount | 100,000 | $ 20 | 99,980 | 0 | |
Stock options granted to officers | 213,530 | $ 0 | 0 | 213,530 | 0 |
Stock options granted to non-employees as research and development costs | 159,839 | 0 | 159,839 | 0 | |
Warrants exercised associated with private placement | 3,400 | 0 | 3,400 | 0 | |
Net loss for the year | (662,963) | $ 0 | 0 | (662,963) | |
Balance, shares at Dec. 31, 2020 | 2,000 | 13,289,789 | |||
Balance, amount at Dec. 31, 2020 | (694,316) | $ 2 | $ 1,329 | 7,037,796 | (7,733,443) |
Stock options granted to officers | 435,570 | 435,570 | |||
Stock options granted to non-employees as research and development costs | 223,985 | 223,985 | |||
Net loss for the year | (1,067,984) | (1,067,984) | |||
Balance, shares at Dec. 31, 2021 | 2,000 | 13,289,789 | |||
Balance, amount at Dec. 31, 2021 | $ (1,102,745) | $ 2 | $ 1,329 | $ 7,697,351 | $ (8,801,427) |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (1,067,984) | $ (662,963) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock options issued for research and development expense | 223,985 | 159,839 |
Stock options granted for officer compensation | 435,570 | 213,530 |
Warrants granted as financing costs | 0 | 3,400 |
Non cash interest expense | 94,332 | 0 |
Accretion of debt discount | 98,049 | 35,380 |
Change in derivative liabilities | 57,140 | 57,203 |
Changes in operating assets and liabilities: | ||
Decrease prepaid expenses | 0 | 56,265 |
(Decrease) increase accounts payable and accrued liabilities | 41,917 | (91,908) |
(Decrease) increase accounts payable and accrued liabilities - related party | (5,576) | 8,861 |
Net cash (used by) operating activities | (122,567) | (220,393) |
Cash Flows From Investing Activities | ||
Net cash provided from used by investing activities | 0 | 0 |
Cash Flows From Financing Activities | ||
Proceeds from private placement | 0 | 100,000 |
Proceeds from convertible notes | 100,000 | 10,000 |
Proceeds from related party advances | 0 | 101,000 |
Net cash provided from financing activities | 100,000 | 211,000 |
Decrease in cash and cash equivalents | (22,567) | (9,393) |
Cash at beginning of year | 57,632 | 67,025 |
Cash at end of period | 35,065 | 57,632 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES | ||
Derivative liability associated with debt discount | 51,009 | 0 |
Derivative liability associated with warrants | $ 143,323 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business and Basis of Presentation | |
Description of Business and Basis of Presentation | Note 1 – Description of Business and Basis of Presentation Organization and Nature of Business: Qrons Inc. (“Qrons” or the “Company”) was incorporated under the laws of the State of Wyoming on August 22, 2016 under the name BioLabMart Inc. and changed its name to Qrons Inc., effective August 8, 2017. The Company’s common stock was approved by the Financial Industry Regulatory Authority (“FINRA”) for quotation on the OTC pink sheets under the symbol “BLMB” as of July 3, 2017. FINRA announced the Company’s name change to Qrons Inc. on August 9, 2017. The new name and symbol change to “QRON” for the OTC Market was effective August 10, 2017. The Company’s common stock commenced trading on the OTCQB Venture Market on August 12, 2019. The Company is an innovative biotechnology company dedicated to developing biotech products, treatments and technologies to combat neuronal diseases, which are an enormous social and economic burden on society. The Company seeks to engage in strategic arrangements with companies and institutions that are developing breakthrough technologies in the fields of artificial intelligence, machine learning, molecular biology, stem cells and tissue engineering, for deployment in the fight against neuronal diseases. The Company’s search is currently focused on researchers based in Israel, a country which is world-renowned for biotech innovations. The Company’s principal executive office is located at 28-10 Jackson Avenue, Long Island City, #26N, New York 11101. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Financial Statement Presentation: Fiscal year end: Use of Estimates: Cash Equivalents: Research and Development Costs: Research and Development Advertising and Marketing Costs: Related Parties: Stock Based Compensation and Other Share-Based Payments: Compensation - Stock Compensation Fair Value of Financial Instruments ASC 820, Fair Value Measurements Level 1 Level 2 Level 3 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 of input that is significant to the fair value measurement of the instrument. The following table provides a summary of the fair value of the Company’s derivative liabilities as of December 31, 2021 and December 31, 2020: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of December 31, 2021: Liabilities Derivative liabilities $ - $ - $ 405,957 As of December 31, 2020: Liabilities Derivative liabilities $ - $ - $ 154,485 Warrants: Derivatives and Hedging Income taxes: Income Taxes Basic and Diluted Loss Per Share Earnings Per Share Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method), convertible notes, classes of shares with conversion features, and stock awards and stock options. The table below reflects the potentially dilutive securities at each reporting period, which have not been included in the computation of diluted net loss per share due to their anti-dilutive effect: December 31, 2021 December 31, 2020 Research warrants at 3% of issued and outstanding shares 398,694 398,694 Convertible notes 564,719 445,400 Series A preferred shares 700 700 Stock options vested 4,098,332 3,243,333 Stock options not yet vested - 33,333 Stock purchase warrants 295,000 180,000 Total 5,357,445 4,301,460 New Accounting Pronouncements: |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Going Concern | |
Going Concern | Note 3 – Going Concern The Company has experienced net losses to date and has not generated revenues from operations. While the Company raised proceeds of $100,000 during the year ended December 31, 2021 through issuance of a convertible promissory note, and $211,000 during the year ended December 31, 2020 in private placement offerings to accredited investors, loans and advances from its officers and directors and third-party short term loans, it does not believe its resources will be sufficient to meet its operating and capital needs beyond the second quarter of 2022. The Company expects it will require additional capital to fully implement the scope of its proposed business operations, which raises substantial doubt about its ability to continue as a going concern. The Company will have to continue to rely on equity and debt financing, and continued support from its officers and directors. There can be no assurance that financing, whether debt or equity, will be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on favorable terms. In addition, if the Company is unable to obtain adequate financing due to the continued effect of COVID-19 on the capital markets, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty. Covid-19 Pandemic The COVID-19 pandemic has had an adverse impact on the research and development of our product candidates. Research facilities at Dartmouth were subject to closures as well as laboratories at Ariel in Israel during fiscal 2020. This resulted in our discontinuing our research at these universities and was part of our decision to adjust our research to be collaborative and to seek aligning with third parties to advance our expanded goals. The ultimate impact on our research relationships is currently uncertain. We do not currently know the full extent of potential delays of research in the future as a result of the continuing pandemic restrictions. COVID-19 has also caused significant disruptions to the global financial markets, which severely impacts our ability to raise additional capital. We terminated our employees in April 2020 in an effort to conserve resources as we evaluated our business development efforts. We may be required to further reduce operations or cease operations if we are unable to finance our operations. Management is actively monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to fully estimate the effects of the COVID-19 outbreak on its planned operations or financial condition in the next 12 months. However, while significant uncertainty remains, the Company believes it is likely that the COVID-19 outbreak will have a negative impact on its ability to raise additional financing and will result in delays as it continues to impact the Company’s workforce and its collaborative development efforts. |
Convertible Note Related Party
Convertible Note Related Party and Derivative Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Note Related Party and Derivative Liabilities | |
Convertible Note Related Party and Derivative Liabilities | Note 4 – Convertible Note – Related Party and Derivative Liabilities On September 1, 2016, the Company entered into a convertible debenture agreement with Decagon LLC, doing business as CubeSquare, LLC (“CubeSquare”), of which the Company’s Chief Executive Officer is the managing partner and its President is a 25%owner of CubeSquare. The Company received proceeds of $10,000 during fiscal 2016 (“Note 1”). Note 1 bears interest at 8% per annum and was due on September 1, 2017. Interest accrues from September 1, 2016 and is payable on maturity. Interest is payable, at the lender’s option, in cash or common stock. Any portion of the loan and unpaid interest is convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price of the greater of (i) $0.0625 per share if the Company’s shares are not trading on a public market and; (ii) in the event the Company’s shares are listed for trading on a public market, the conversion price shall be equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from the lender. On September 29, 2017, the Company and CubeSquare amended Note 1 to extend the maturity date from September 1, 2017 to September 1, 2018; on September 9, 2018, the Company further amended Note 1 to extend the maturity date to September 1, 2019; on November 6, 2019, the Company further amended Note 1 to extend the maturity date to September 1, 2020; on October 30, 2020, the Company further amended Note 1 to extend the maturity date to September 1, 2021; and on October 7, 2021, the Company further amended Note 1 to extend the maturity date to September 1, 2022 under the same terms and conditions. On September 27, 2017, the Company entered into a second convertible debenture agreement with CubeSquare under which the Company received proceeds of $15,000 (Note 2). Note 2 bears interest at 8% per annum and was due on September 27, 2018. Interest accrues from September 27, 2017 and is payable on maturity. Any portion of the principal and unpaid interest under the note is convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from CubeSquare. On September 9, 2018, Note 2 was amended to extend the maturity date to September 27, 2019. On November 6, 2019, Note 2 was amended to extend the maturity date to September 27, 2020 ; on October 30, 2020 Note 2 was amended to extend the maturity date to September 27, 2021; and further on October 7, 2021 Note 2 was amended to extend the maturity date to September 27, 2022. The Company analyzed the amendment to Note 1 and Note 2 under ASC 815-10-15-83 and concluded that the conversion feature within these two convertible Notes meet the definition of a derivative. The Company estimated the fair value of the derivative at each report date using the Black-Scholes valuation model to value the derivative liability related to the variable conversion rate. The carrying value of these convertible notes is as follows: December 31, 2021 December 31, 2020 Face value of certain convertible notes $ 25,000 $ 25,000 Carrying value $ 25,000 $ 25,000 Years ended December 31, 2021 2020 Interest on the convertible notes $ 2,000 $ 2,017 As of December 31, 2021 and December 31, 2020, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $9,449 and $7,449, respectively. As a result of the application of ASC 815, the fair value of the derivative liability associated with the conversion feature is summarized as follows: Balance at December 31, 2019 $ 37,182 Change in fair value 24,500 Balance at December 31, 2020 61,682 Change in fair value 11,417 Balance at December 31, 2021 $ 73,099 Note 4 – Convertible Note – Related Party and Derivative Liabilities (continued) The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2021 and December 31, 2020 and the commitment date: Commitment Date December 31, 2020 December 31, 2021 Expected dividends 0 0 0 Expected volatility 101% ~103 % 316% ~ 333 % 181% ~ 182 % Expected term 0.92 ~ 1 year 0.74 year 0.74 year Risk free interest rate 1.33 % 0.09 % 0.58 % |
Convertible Note and Derivative
Convertible Note and Derivative Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Note and Derivative Liabilities | |
Convertible Note and Derivative Liabilities | Note 5 – Convertible Note and Derivative Liabilities (1) 8% Convertible notes with warrants issued in December 2019 and February 2020 In December 2019, we issued and sold in a private offering 8% convertible notes in the aggregate principal amount of $70,000. Such notes were due on December 31, 2021 and are convertible into shares of our common stock at a conversion price for each share of common stock equal to the lesser of: (a) $0.50; (b) the lowest price at which the Company has converted any convertible security of the Company (to the holder or to any third party) within 30 trading days prior to the date of delivery of the applicable notice of conversion; and (c) so long as lower than (a) or (b), such other price as the Company and the holder may agree. In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 70,000 shares of common stock at an exercise price of $1.00. On February 19, 2020 we issued and sold in a private offering an 8% convertible note in the principal amount of $10,000. The note is due on February 19, 2022 and is convertible into shares of common stock at a conversion price per share equal to the lesser of: (a) $0.50; (b) the lowest price at which the Company has converted any convertible security of the Company within 30 trading days prior to the date of delivery of the applicable notice of conversion; or (c) such other price as the Company and the holder may agree. In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 10,000 shares of common stock at an exercise price of $1.00. The carrying value of these convertible notes is as follows: December 31, 2021 December 31, 2020 Face value of certain convertible notes $ 80,000 $ 80,000 Less: unamortized discount (541 ) (36,364 ) Carrying value $ 79,459 $ 43,636 Interest expenses associated with the convertible notes are as follows: Years Ended December 31, 2021 2020 Amortization on debt discount $ 35,823 $ 35,380 Interest on the convertible notes 5,496 7,212 Total $ 41,319 $ 42,592 As of December 31, 2021 and December 31, 2020, the unpaid interest balance under Accounts payable and accrued liabilities was $12,869 and $7,373, respectively. Note 5 – Convertible Note and Derivative Liabilities (continued) (1) 8%Convertible notes with warrants issued in December 2019 and February 2020 (continued) The convertible notes qualify for derivative accounting and bifurcation under ASC 815. The derivative liability of the $80,000 convertible notes was calculated using the Black-Scholes pricing model to be $72,689. As a result of the application of ASC 815, as of December 31, 2021 and 2020, the fair value of the derivative liability associated with the conversion feature is summarized as follows: Balance at December 31, 2019 $ 52,185 Derivative addition associated with convertible notes 7,915 Change in fair value 32,703 Balance at December 31, 2020 92,803 Change in fair value 48,727 Balance at December 31, 2021 $ 141,530 The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2020 and December 31, 2021 and the commitment date: Commitment Date December 31, 2020 December 31, 2021 Expected dividends 0 0 0 Expected volatility 154% ~173 % 280% ~296 % 203%~301 % Expected term 2.10 years 1.05 ~ 1.25 years 1.08 ~ 1.22 years Risk free interest rate 1.42 ~ 1.65 % 0.10 % 0.39 % (2) 8% Convertible note with warrants issued on June 15, 2021 On June 15, 2021, the Company entered into a note purchase agreement with Quick Capital, LLC (“Quick Capital”) pursuant to which the Company issued a twelve-month convertible promissory note in the principal amount of $115,000 for a $100,000 investment (the “Quick Note”), which included an original issuance discount of 10% and a $3,500 credit for legal and transaction costs. In connection with the Quick Note issuance, Quick Capital was also issued a five-year warrant (the “Quick Warrant”) to purchase up to an aggregate of 115,000 shares of the Company’s common stock at an exercise price of $1.00 per share (the “Quick Warrant Shares”) subject to adjustments for dilutive issuances at lower prices. The Quick Note is convertible into shares of common stock at a conversion price of $0.50 per share. If delivery of the conversion shares is not timely made, the Company is obligated to pay Quick Capital $2,000 for each day that the delivery is late as liquidated damages. The conversion price of the Quick Note will be reduced if the Company issues common stock or grants derivative securities for consideration at a price less than the conversion price to the amount of the consideration of such dilutive issuance. The Quick Note may not be prepaid. The Company is subject to significant cash penalties if the Company defaults on the Quick Note or in the event shares are not issued timely when a notice of conversion is provided. If an event of default occurs, the Quick Note will become immediately due and payable in an amount equal to 150% of the then outstanding principal amount of the Quick Note plus any interest or amounts owing to Quick Capital. The default provisions are based on the type of default and include a penalty of 50% of the principal plus accrued interest due (the “Default Sum”) and a parity value of the Default Sum based on the effective conversion of the Quick Note on the date of payment of the default and the maximum stock value during the period between the default date and the payment date. Note 5 – Convertible Note and Derivative Liabilities (continued) (2) 8% Convertible note with warrants issued on June 15, 2021 The Company valued the embedded default derivative liability of the Quick Note and the Quick Warrant liability, including the full ratchet reset feature, using Monte Carlo models. The carrying value of the Quick Note is as follows: December 31, 2021 June 15, 2021 Face value of certain convertible notes $ 115,000 $ 115,000 Less: unamortized discount 52,774 ) 115,000 ) Carrying value $ 62,226 $ - Interest expenses associated with the conversion feature is as follows: Years ended December 31, 2021 2020 Amortization on debt discount $ 62,226 $ - Day one loss associated with derivative liability 79,332 - Interest on the convertible notes 5,016 - Total $ 146,574 $ - As a result of the application of ASC 815 as of December 31, 2021 and June 15, 2021, the fair value of the derivative liability associated with the conversion feature is summarized as follows: Derivative liability associated with convertible note on commitment date $ 51,009 Derivative liability associated with warrants on commitment date 143,323 Derivative liability at June 15, 2021 194,332 Change in fair value – convertible note (21,597 ) Change in fair value – warrants 2,633 Balance at December 31, 2021 $ 175,368 The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2021 and the commitment date: Convertible note: Commitment Date December 31, 2021 Expected dividends 0 0 Expected volatility 307.10 % 215.7 % Expected term 1 years 0.45 years Risk free interest rate 0.18 % 0.43 % Warrants; Commitment Date December 31, 2021 Expected dividends 0 0 Expected volatility 201.70 % 200.90 % Expected term 5 years 4.45 years Risk free interest rate 0.65 % 0.82 % |
Unsecured Short-Term Advance fr
Unsecured Short-Term Advance from Third Party | 12 Months Ended |
Dec. 31, 2021 | |
Unsecured Short-Term Advance from Third Party | |
Term Advance from Third Party | Note 6 – Unsecured Short-Term Advance from Third Party On June 20, 2019, the Company received $100,000 from a third party in the form of an unsecured, demand, non-interest-bearing, short-term advance to meet its operating needs. The advance remains outstanding at December 31, 2021 and December 31, 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Note Related Party Transactions | Note 7 – Related Party Transactions (1) Demand Loan from related party On May 1, 2019, the Company issued a promissory note (the “Note”) to CubeSquare in the principal amount of $50,000. The Note bears interest at the rate of 8% per annum and is due and payable by the Company upon demand from CubeSquare. The Company recorded interest expenses of $4,000 and $4,010 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and December 31, 2020, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $10,674 and $6,674, respectively. (2) Advances from Related Parties During the year ended December 31, 2019, the Company received $135,000 from Jonah Meer, its Chief Executive Officer, in the form of an unsecured, demand, non-interest-bearing, short-term advance to help meet its operating needs. During the year ended December 31, 2020, the Company received an additional $70,000 from Jonah Meer. There were no additional advances from Mr. Meer during the year ended December 31, 2021. Mr Meer is owed $205,000 in respect to these advances at December 31, 2021. On August 20, 2019, the Company received $50,000 from Ido Merfeld, its President, in the form of an unsecured, demand, non-interest-bearing, short-term advance to help meet its operating needs. During the year ended December 31, 2020, the Company received an additional $21,000 from Ido Merfeld. There were no additional advances from Mr. Merfeld during the year ended December 31, 2021. Mr. Merfeld is owed $71,000 in respect to these advances at December 31, 2021. During the year ended December 31, 2020, the Company received $10,000 from CubeSquare in the form of an unsecured, demand, non-interest-bearing, short-term advance to help meet its operating needs which amount is outstanding as of December 31, 2021. The Company’s Chief Executive Officer is the managing partner and the Company’s President is a 25% owner of CubeSquare. (3) Others Jonah Meer, the Company’s Chief Executive Officer, made payments to various vendors during the years ended December 31, 2020 and 2019. During the year ended December 31, 2021, the Company repaid $11,575 of these advances leaving a balance payable to Mr. Meer of $16,900 at December 31, 2021 (December 31, 2020 - $28,475), which amount is reflected in accounts payable, related party. During the year ended December 31, 2019, Ido Merfeld, the Company’s President, made payments to various vendors in the aggregate amount of $1,169. The balance payable to Mr. Merfeld of $1,169 is reflected in accounts payable, related party as of December 31, 2021 and December 31, 2020. |
License and Research Funding Ag
License and Research Funding Agreement Royalty Agreement | 12 Months Ended |
Dec. 31, 2021 | |
License and Research Funding Agreement Royalty Agreement | |
Note License and Research Funding Agreement Royalty Agreement | Note 8 – License and Research Funding Agreement / Royalty Agreement Ariel Scientific Innovation Ltd On November 30, 2019, the Company entered into a royalty and license fee sharing agreement (the “Royalty Agreement”) with Ariel Scientific Innovations Ltd., a wholly owned subsidiary of Ariel University, in Ariel, Israel (“Ariel”), which, among other things, superseded and terminated the original license and research funding agreement, dated December 14, 2016, as amended, between the Company and Ariel (the “License Agreement”). Upon the occurrence of an Exit Event, as such term is described in the Royalty Agreement, including an underwritten public offering of the Company’s shares with proceeds of at least $25 million, a consolidation, merger or reorganization of the Company, and a sale of all or substantially all of the shares and/or the assets of the Company, Ariel has the right Note 8 – License and Research Funding Agreement / Royalty Agreement (continued) Ariel Scientific Innovation Ltd to require the Company to issue up to 3% of the then issued and outstanding shares of its common stock. The issuance of any such shares in the future will result in dilution to the interests of other stockholders. In consideration for the parties’ agreement to terminate the License Agreement and for future general scientific collaboration between the parties, the Company agreed to pay Ariel a royalty of 1.25% of net sales (as defined in the Royalty Agreement) of products sold by the Company, or its affiliates and licensees for fifteen years from the first commercial sale in a particular country. Services agreements which the Company had with Ariel related to laboratory access, molecular biology and neurobiology research, and other services terminated during the year ended December 31, 2020. During 2020, Ariel refunded to the Company certain previously advanced and unused funds. During the years ended December 31, 2021 and 2020 the Company expensed a total of $0 and $7,708, respectively, in relation to the aforementioned agreements. |
Intellectual Property License A
Intellectual Property License Agreement and Sponsored Research Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Intellectual Property License Agreement and Sponsored Research Agreement | |
Note Intellectual Property License Agreement and Sponsored Research Agreement | Note 9 – Intellectual Property License Agreement and Sponsored Research Agreement Dartmouth College – Intellectual Property License Agreement On October 2, 2019, the Company entered into an intellectual property license agreement (the “Intellectual Property License Agreement”) pursuant to which Dartmouth granted the Company an exclusive world-wide license under the patent application entitled “Mechanically Interlocked Molecules-based Materials for 3D Printing” in the field of human and animal health and certain additional patent rights to use and commercialize licensed products and services. The license grant includes the right of the Company to sublicense to third parties subject to the terms of the Agreement. The Agreement provided for: (i) a $25,000 license issue fee; (ii) an annual license maintenance fee of $25,000, until the first commercial sale of a licensed product or service; (iii) an earned royalty of 2% of net sales of licensed products and services by the Company or a sublicensee; (iv) 15% of consideration received by the Company under a sublicense; and (v) beginning in the first calendar year after the first commercial sale, an annual minimum royalty payment of $500,000, $1,000,000 in the second calendar year, and $2,000,000 in the third calendar year and each year thereafter. The Company will also reimburse Dartmouth for all patent preparation, filing, maintenance and defense costs. Failure to timely make any payment due under the Agreement will result in interest charges to the Company of the lower of 10% per year or the maximum amount of interest allowable by applicable law. The Agreement may be terminated by Dartmouth if the Company is in material breach of the Agreement which is not cured after 30 days of notice thereof or if the Company becomes insolvent. Dartmouth may terminate the Agreement if the Company challenges a Dartmouth patent or does not terminate a sublicensee that challenges a Dartmouth patent, except in response to a valid court or governmental order. The Company may terminate the Agreement at any time upon six months written notice to Dartmouth. If the Company or any sublicensee or affiliate institutes or participates in a licensed patent challenge, the then current earned royalty rate for licensed products covered by Dartmouth patents will automatically be increased to three times the then current earned royalty rate. On March 23, 2021, the United States Patent and Trademark Office issued U.S. Patent No. 10,954,315 to the Trustees of Dartmouth College which is directed to mechanically interlocked, molecules-based materials for 3-D printing. The patent’s inventors are Professor Chenfeng Ke, a member of the Company’s Scientific Advisory Board and Qianming Lin, Professor Ke’s assistant. The patent grant is the culmination of the Intellectual Property License Agreement between the Company and Dartmouth with respect to an exclusive world-wide license of intellectual property related to 3D printable materials in the fields of human and animal health. Note 9 – Intellectual Property License Agreement and Sponsored Research Agreement (continued) Dartmouth College – Intellectual Property License Agreement (continued) The Company expensed $25,000 as license fees during the years ended December 31, 2021 and 2020 with respect to such annual fee. Dartmouth College – Sponsored Research Agreement On July 12, 2018, the Company entered into a one-year sponsored research agreement (the “Sponsored Research Agreement”) with the Trustees of Dartmouth College (“Dartmouth”) pursuant to which the Company will support and fund the cost of research conducted by Dartmouth of mutual interest to the parties in accordance with the Agreement. Intellectual property invented or developed solely by a party will be owned by such party and intellectual property jointly invented or developed shall be jointly owned. On November 4, 2019, the parties entered into an amendment to the Sponsored Research Agreement which extended the term of the Agreement through July 14, 2020. The Sponsored Research Agreement expired by its terms in July 2020. During the year ended December 31, 2021 and 2020, the Company recorded gains of $0 and expenses of $26,809, respectively, related to the Sponsored Research Agreement. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments | |
Commitments | Note 10 – Commitments (1) Science Advisory Board Member Consulting Agreements (the “Consulting Agreements”) As part of its ongoing program of research and development, the Company has retained distinguished scientists and other qualified individuals to advise the Company with respect to its technology and business strategy and to assist it in the research, development and analysis of the Company’s technology and products. In furtherance thereof, the Company has retained certain Advisors as members of its Scientific Advisory Board and Business Advisory Board as described below, and the Company and Advisors have entered into Consulting Agreements with the following terms and conditions: - Scientific Advisory Board and Consulting Services - Advisor shall provide general consulting services to Company (the “Services”) as a member of its Scientific Advisory Board (“SAB”). As a member of the SAB, Advisor agrees to provide the Services as follows: (a) attending meetings of the Company’s SAB; (b) performing the duties of a SAB member at such meetings, as established from time to time by the mutual agreement of the Company and the SAB members, including without limitation meeting with Company employees, consultants and other SAB members, reviewing goals of the Company and assisting in developing strategies for achieving such goals, and providing advice, support, theories, techniques and improvements in the Company’s scientific research and product development activities; and (c) providing consulting services to Company at its request, including a reasonable amount of informal consultation over the telephone or otherwise as requested by Company. Advisor’s consultation with Company will involve services as scientific, technical and business advisor to the Company and its management with respect to neuronal injuries and neuro degenerative diseases. - SAB Consulting Compensation - the Company shall grant to Advisor the option to purchase certain number of shares of the common stock of the Company as per the stock option award grant. The options are subject to terms and provisions of the Company’s 2016 Stock Option and Stock Award Plan. Note 10 – Commitments (continued) (2) Business Advisory Board Agreements On September 18, 2019, the Company entered into a one-year advisory board member consulting agreement with Derrick Chambers under which Mr. Chambers will serve on the Company’s Advisory Board as a business advisor. The Advisory Board Agreement will automatically renew for up to two additional one-year periods, unless earlier terminated by either party upon 30 days’ prior written notice to the other party. In consideration for serving on the Advisory Board, the Company awarded 25,000 shares of its common stock to Mr. Chambers under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance. Mr. Chambers ceased to be an advisor during the year ended December 31, 2020. On February 10, 2020, the Company entered into a one-year advisory board member consulting agreement with Michael Maizel to serve on the Company’s Advisory Board as a business advisor. The Advisory Board Agreement automatically renews for up to two additional one-year periods, unless earlier terminated by either party upon 30 days’ prior written notice to the other party. In consideration for serving on the Advisory Board, the Company granted an option to purchase 50,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms. Due to continuing Covid-19 pandemic concerns, on August 17, 2020, the Company notified Mr. Maizel of the termination of this agreement. Mr. Maizel’s 25,000 vested options were forfeited unexercised in January 2021. (3) Investor Relations Agreement On August 8, 2019, the Company entered into a six-month services agreement with PCG Advisory, Inc. (“PCG”) under which agreement PCG will provide investor relations and capital market advisory services to the Company. In consideration therefor, the Company paid PCG a monthly cash fee of $5,000 ($2,500 of which will be deferred until the Company raises at least $300,000 in a financing) and issued 50,000 shares of its common stock on August 8, 2019. After the initial six-month term, the agreement will automatically renew on a month-to-month basis unless either party notifies the other of its desire to terminate the agreement. The Company notified PCG in March 2020 of its desire to terminate the agreement. |
Stock Plan
Stock Plan | 12 Months Ended |
Dec. 31, 2021 | |
Stock Plan | |
Stock Plan | Note 11 – Stock Plan 2016 Stock Option and Stock Award On December 14, 2016, the Board adopted the Company’s 2016 Stock Option and Stock Award Plan (the “Plan”). The Plan provides for the award of stock options (incentive and non-qualified), stock awards and stock appreciation rights to officers, directors, employees and consultants who provide services to the Company. The terms of awards under the Plan are made by the Board. The Company has reserved 10 million shares for issuance under the Plan. (a) Stock Options granted to Science Advisors and Business Advisors On February 10, 2020 under the Plan, the Company granted three-year options to purchase an aggregate of 50,000 shares of its common stock at an exercise price of $2.00 per share, to a Business Advisor (Note 10(2) above). 25,000 of such shares subject to the option were immediately exercisable and expire on February 10, 2023, and 25,000 shares vest on February 10, 2021 and expire on February 10, 2024. On July 15, 2020, 25,000 unvested options were forfeited. In January 2021, 25,000 vested options were forfeited. Note 11 – Stock Plan (continued) (b) Stock Options granted to Employees: On December 10, 2018, the Board awarded an employee the following three-year stock options under the Plan: (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, provided the employee is providing services to the Company at the time of exercise. On March 23, 2020, the Company accelerated the vesting provision to provide for the immediate vesting of such options. 33,333 of such shares subject to the option were forfeited unexercised on December 10, 2021. The remaining option expires on March 23, 2023. On December 10, 2019, the Board awarded an employee, the following three-year stock options under the Plan: (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2021 at an exercise price of $2.00 per share, provided the employee is providing services to the Company at the time of exercise. On March 23, 2020, the Company accelerated the vesting provision to provide for the immediate vesting of such options. Such options expire on March 23, 2023. On December 10, 2020, under the Plan, the Board awarded an employee, an immediately exercisable three-year stock option to purchase 100,000 shares of the common stock of the Company at an exercise price of $2.00 per share. On December 22, 2021, under the Plan, the Board awarded an employee, an immediately exercisable three-year stock option to purchase 325,000 shares of the common stock of the Company at an exercise price of $2.00 per share. The following table is the recognized compensation in respect of the above stock option compensation ((a) and (b)) which amount has been allocated as below: Years ended December 31, 2021 2020 Research and development expenses $ 223,985 $ 159,839 As of December 31, 2021 and December 31, 2020, total unrecognized compensation remaining to be recognized in future periods totaled $0 and $6,100, respectively. (c) Stock Options granted to Officers: On June 25, 2019, the Company appointed John N. Bonfiglio, PhD as its chief operating officer, effective July 1, 2019. As compensation, Dr. Bonfiglio was granted a three-year stock option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, 50,000 of which shares vested upon grant and 25,000 shares vested on each of July 1, 2020 and July 1, 2021, provided Dr. Bonfiglio was in the employ of the Company on such dates. Mr. Bonfiglio was terminated as chief operating officer as of November 30, 2019. Accordingly, all unvested stock options terminated on such date. In January 2021, 50,000 vested options were forfeited. On December 10, 2020, the Board granted five-year options to purchase 325,000 shares of common stock to each of its two officers. The options have an exercise price of $2.00 per share and are immediately exercisable. On December 22, 2021, the Board granted five-year options to purchase 325,000 shares of common stock to each of its two officers. The options have an exercise price of $2.00 per share and are immediately exercisable. Note 11 – Stock Plan (continued) (c) Stock Options granted to Officers: (continued) The following table is the recognized compensation in respect of the above stock option compensation, which amounts have been allocated as general and administrative expenses: Years ended December 31, 2021 2020 General and administrative expenses $ 435,570 $ 213,530 The fair value of each option award referenced above is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s): Measurement date Dividend yield 0 % Expected volatility 114.69 ~ 198.38 % Risk-free interest rate 0.39% ~ 2.68 % Expected life (years) 3 ~ 5 Stock Price $ 0.38 ~ 2.80 Exercise Price $ 0.40 ~ 2.00 A summary of the activity for the Company’s stock options at December 31, 2021 and December 31, 2020, is as follows: December 31, 2021 December 31, 2020 Weighted Average Exercise Weighted Average Remaining Contractual Life Weighted Average Exercise Weighted Average Remaining Contractual Life Shares Price (in years) Shares Price (in years) Outstanding, beginning of period 3,276,666 $ 2 3.28 2,515,000 $ 1.98 3.78 Granted 975,000 - - 800,000 $ 2 - Exercised - - - - $ - - Canceled/forfeited (153,334 ) $ 2 - (38,334 ) $ 2 - Outstanding, end of period 4,098,332 $ 2 3.08 3,276,666 $ 2 3.28 Options exercisable, end of period 4,098,332 $ 2 2.59 3,243,333 $ 2 3.28 Options expected to vest, end of period - $ - - 33,333 $ 2 2 Weighted average fair value of options granted $ 2 $ 1.98 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2021 | |
Capital Stock | |
Capital Stock | Note 12 – Capital Stock Authorized: The Company has authorized 100,000,000 shares of common stock, par value $0.0001, and 10,000 shares of preferred stock which is designated as Series A Preferred Stock, par value $0.001. Series A Preferred Stock: The Series A Preferred Stock is redeemable at the option of the Company at any time, in whole or in part, upon 10 trading days prior notice, at a price of $1.00 per share plus 4% per annum from the date of issuance (the “Stated Value”). The holders of the Series A Preferred Stock are entitled to a liquidation preference equal to the Stated Value, prior to the holders of other preferred stock or common stock. The holders of the Series A Preferred Stock have the right to convert such stock into common stock at a conversion rate equal to the Stated Value as of the conversion date divided by the average closing price of the common stock for the five previous trading days. The Company is required to reserve sufficient number of shares for the conversion of the Series A Preferred Stock. The holders of Class A Preferred Stock shall vote together as a single class with the holders of the Company’s common stock and the holders of any other class or series of shares entitled to vote with the common stock, with the holders of Class A Preferred Stock being entitled to 66 2/3% of the total votes on all such matters, regardless of the actual number of shares of Class A Preferred Stock then outstanding. There was a total of 2,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2021 and December 31, 2020. Common Stock In August 2020, the Company sold an aggregate of 200,000 shares of its common stock with a five-year warrant to purchase an aggregate of 100,000 shares of common stock at an exercise price of $1.00 per share (the “Warrant Shares”) to investors in a private offering for aggregate gross proceeds of $100,000. The proceeds will be used for general corporate purposes. The Warrant Shares have “piggyback” registration rights and the warrant has a provision for cashless exercise. In addition, the warrant may not be exercised if it would result in beneficial ownership by the holder and his affiliates of more than 9.99% of the Company’s outstanding shares of common stock. There was a total of 13,289,789 shares of common stock issued and outstanding as of December 31, 2021 and December 31, 2020. Common Stock Purchase Warrants As of December 31, 2021 and December 31, 2020, the following common stock purchase warrants were outstanding: Warrants Weighted Average Exercise Price Outstanding – December 31, 2019 70,000 (1) $ 1.00 Granted 110,000 (2)(3) 1.00 Canceled/forfeited - - Exercised - - Outstanding – December 31, 2020 180,000 1.00 Outstanding – December 31, 2020 180,000 1.00 Granted 115,000 (4) $ 1.00 Canceled/forfeited - - Exercised - - Outstanding –December 31, 2021 295,000 $ 1.00 Note 12 – Capital Stock (continued) Common Stock Purchase Warrants (continued) (1) During the year ended December 31, 2019, the Company granted certain convertible noteholders warrants to purchase an aggregate of 70,000 shares of common stock at an exercise price of $1.00. The fair value of the warrants was $36,410 and recorded as financing cost. (2) During the year ended December 31, 2020, the Company granted a convertible noteholder a warrant to purchase 10,000 shares of common stock at an exercise price of $1.00. The fair value of the warrant was $3,400 and recorded as financing cost. (3) Each two shares of common stock purchased in a private offering included one warrant to purchase an additional share of common stock at an exercise price of $1.00. (4) On June 15, 2021, the Company granted a convertible noteholder a warrant to purchase 115,000 shares of common stock at an exercise price of $1.00, subject to adjustments for full ratchet resets for dilutive issuances at lower prices. The fair value of the outstanding common stock purchase warrants was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s): Measurement date Dividend yield 0 % Expected volatility 97.90 ~ 20.70 % Risk-free interest rate 0.16 ~ 1.72 % Expected life (years) 2.71 ~ 5.00 Stock Price $ 0.25 ~ $0.99 Exercise Price $ 0.40 ~ $1.00 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 13 – Subsequent Events The Company has evaluated events for the period through the date of the issuance of these financial statements and determined that there are no additional events requiring disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Policies) | |
Financial Statement Presentation: | Financial Statement Presentation: |
Fiscal Year End: | Fiscal year end: |
Use of Estimates: | Use of Estimates: |
Cash Equivalents: | Cash Equivalents: |
Research and Development Costs: | Research and Development Costs: Research and Development |
Advertising and Marketing Costs: | Advertising and Marketing Costs: |
Related Parties: | Related Parties: |
Stock Based Compensation and Other Share-Based Payments: | Stock Based Compensation and Other Share-Based Payments: Compensation - Stock Compensation |
summary of the fair value of the Company's derivative liabilities | ASC 820, Fair Value Measurements Level 1 Level 2 Level 3 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 of input that is significant to the fair value measurement of the instrument. The following table provides a summary of the fair value of the Company’s derivative liabilities as of December 31, 2021 and December 31, 2020: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of December 31, 2021: Liabilities Derivative liabilities $ - $ - $ 405,957 As of December 31, 2020: Liabilities Derivative liabilities $ - $ - $ 154,485 |
Warrants: | Warrants: Derivatives and Hedging |
Income taxes: | Income taxes: Income Taxes |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Earnings Per Share Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method), convertible notes, classes of shares with conversion features, and stock awards and stock options. The table below reflects the potentially dilutive securities at each reporting period, which have not been included in the computation of diluted net loss per share due to their anti-dilutive effect: December 31, 2021 December 31, 2020 Research warrants at 3% of issued and outstanding shares 398,694 398,694 Convertible notes 564,719 445,400 Series A preferred shares 700 700 Stock options vested 4,098,332 3,243,333 Stock options not yet vested - 33,333 Stock purchase warrants 295,000 180,000 Total 5,357,445 4,301,460 |
New Accounting Pronouncements | New Accounting Pronouncements: |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Policies) | |
table below reflects the potentially dilutive securities at each reporting period | Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of December 31, 2021: Liabilities Derivative liabilities $ - $ - $ 405,957 As of December 31, 2020: Liabilities Derivative liabilities $ - $ - $ 154,485 |
table below reflects the potentially dilutive securities at each reporting period | December 31, 2021 December 31, 2020 Research warrants at 3% of issued and outstanding shares 398,694 398,694 Convertible notes 564,719 445,400 Series A preferred shares 700 700 Stock options vested 4,098,332 3,243,333 Stock options not yet vested - 33,333 Stock purchase warrants 295,000 180,000 Total 5,357,445 4,301,460 |
Convertible Note Related Part_2
Convertible Note Related Party and Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Note Related Party and Derivative Liabilities (Tables) | |
The carrying value of these convertible notes is as follows | December 31, 2021 December 31, 2020 Face value of certain convertible notes $ 25,000 $ 25,000 Carrying value $ 25,000 $ 25,000 |
Schedule of interest on the convertible note | Years ended December 31, 2021 2020 Interest on the convertible notes $ 2,000 $ 2,017 |
the derivative liability associated with the conversion | Balance at December 31, 2019 $ 37,182 Change in fair value 24,500 Balance at December 31, 2020 61,682 Change in fair value 11,417 Balance at December 31, 2021 $ 73,099 |
derivative liabilities were based upon the following management assumptions | Commitment Date December 31, 2020 December 31, 2021 Expected dividends 0 0 0 Expected volatility 101% ~103 % 316% ~ 333 % 181% ~ 182 % Expected term 0.92 ~ 1 year 0.74 year 0.74 year Risk free interest rate 1.33 % 0.09 % 0.58 % |
Convertible Note and Derivati_2
Convertible Note and Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Note and Derivative Liabilities (Tables) | |
carrying value of these convertible notes | December 31, 2021 December 31, 2020 Face value of certain convertible notes $ 80,000 $ 80,000 Less: unamortized discount (541 ) (36,364 ) Carrying value $ 79,459 $ 43,636 |
Interest expenses associated with the convertible notes | Years Ended December 31, 2021 2020 Amortization on debt discount $ 35,823 $ 35,380 Interest on the convertible notes 5,496 7,212 Total $ 41,319 $ 42,592 |
the fair value of the derivative liability associated with the conversion feature | Balance at December 31, 2019 $ 52,185 Derivative addition associated with convertible notes 7,915 Change in fair value 32,703 Balance at December 31, 2020 92,803 Change in fair value 48,727 Balance at December 31, 2021 $ 141,530 |
the commitment and re-measurement dates | Commitment Date December 31, 2020 December 31, 2021 Expected dividends 0 0 0 Expected volatility 154% ~173 % 280% ~296 % 203%~301 % Expected term 2.10 years 1.05 ~ 1.25 years 1.08 ~ 1.22 years Risk free interest rate 1.42 ~ 1.65 % 0.10 % 0.39 % |
The carrying value of the Note is as follows | December 31, 2021 June 15, 2021 Face value of certain convertible notes $ 115,000 $ 115,000 Less: unamortized discount 52,774 ) 115,000 ) Carrying value $ 62,226 $ - |
Interest expenses associated with the conversion | Years ended December 31, 2021 2020 Amortization on debt discount $ 62,226 $ - Day one loss associated with derivative liability 79,332 - Interest on the convertible notes 5,016 - Total $ 146,574 $ - |
the fair value of the derivative liability associated with the conversion feature is summarized as follows | Derivative liability associated with convertible note on commitment date $ 51,009 Derivative liability associated with warrants on commitment date 143,323 Derivative liability at June 15, 2021 194,332 Change in fair value – convertible note (21,597 ) Change in fair value – warrants 2,633 Balance at December 31, 2021 $ 175,368 |
fair value at the commitment and re-measurement dates for the Company's derivative liabilities | Convertible note: Commitment Date December 31, 2021 Expected dividends 0 0 Expected volatility 307.10 % 215.7 % Expected term 1 years 0.45 years Risk free interest rate 0.18 % 0.43 % Warrants; Commitment Date December 31, 2021 Expected dividends 0 0 Expected volatility 201.70 % 200.90 % Expected term 5 years 4.45 years Risk free interest rate 0.65 % 0.82 % |
Stock Plan (Tables)
Stock Plan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock Plan | |
the recognized compensation in respect of the above stock option compensation | Years ended December 31, 2021 2020 Research and development expenses $ 223,985 $ 159,839 |
The fair value of each option award referenced above is estimated on the date of gran | Years ended December 31, 2021 2020 General and administrative expenses $ 435,570 $ 213,530 Measurement date Dividend yield 0 % Expected volatility 114.69 ~ 198.38 % Risk-free interest rate 0.39% ~ 2.68 % Expected life (years) 3 ~ 5 Stock Price $ 0.38 ~ 2.80 Exercise Price $ 0.40 ~ 2.00 |
summary of the activity for the Company's stock options | December 31, 2021 December 31, 2020 Weighted Average Exercise Weighted Average Remaining Contractual Life Weighted Average Exercise Weighted Average Remaining Contractual Life Shares Price (in years) Shares Price (in years) Outstanding, beginning of period 3,276,666 $ 2 3.28 2,515,000 $ 1.98 3.78 Granted 975,000 - - 800,000 $ 2 - Exercised - - - - $ - - Canceled/forfeited (153,334 ) $ 2 - (38,334 ) $ 2 - Outstanding, end of period 4,098,332 $ 2 3.08 3,276,666 $ 2 3.28 Options exercisable, end of period 4,098,332 $ 2 2.59 3,243,333 $ 2 3.28 Options expected to vest, end of period - $ - - 33,333 $ 2 2 Weighted average fair value of options granted $ 2 $ 1.98 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Capital Stock | |
the following common stock purchase warrants were outstanding | Warrants Weighted Average Exercise Price Outstanding – December 31, 2019 70,000 (1) $ 1.00 Granted 110,000 (2)(3) 1.00 Canceled/forfeited - - Exercised - - Outstanding – December 31, 2020 180,000 1.00 Outstanding – December 31, 2020 180,000 1.00 Granted 115,000 (4) $ 1.00 Canceled/forfeited - - Exercised - - Outstanding –December 31, 2021 295,000 $ 1.00 |
The fair value of the outstanding common stock purchase warrants | Measurement date Dividend yield 0 % Expected volatility 97.90 ~ 20.70 % Risk-free interest rate 0.16 ~ 1.72 % Expected life (years) 2.71 ~ 5.00 Stock Price $ 0.25 ~ $0.99 Exercise Price $ 0.40 ~ $1.00 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Liabilities | ||
Derivative liabilities | $ 0 | $ 0 |
Level 2 [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Level 3 [Member] | ||
Liabilities | ||
Derivative liabilities | $ 405,957 | $ 154,485 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Potentially dilutive securities net loss per share | 5,357,445 | 4,301,460 |
Employee Stock Option [Member] | ||
Potentially dilutive securities net loss per share | 4,098,332 | 3,243,333 |
Stock Compensation Plan [Member] | ||
Potentially dilutive securities net loss per share | 700 | 700 |
Convertible Debt Securities [Member] | ||
Potentially dilutive securities net loss per share | 564,719 | 445,400 |
Research Warrants at 3% of issued and outstanding shares [Member] | ||
Potentially dilutive securities net loss per share | 398,694 | 398,694 |
Stock options not yet vested [Member] | ||
Potentially dilutive securities net loss per share | 0 | 33,333 |
Stock purchase warrants [Member] | ||
Potentially dilutive securities net loss per share | 295,000 | 180,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Policies) | |||
Research and development costs | $ 258,620 | $ 258,297 | $ 258,620 |
Advertising or marketing costs | $ 0 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Going Concern (Details Narrative) | ||
Proceeds from loan | $ 100,000 | $ 211,000 |
Convertible Note Related Part_3
Convertible Note Related Party and Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Carrying value | $ 25,000 | $ 25,000 |
Related Party Debt [Member] | ||
Carrying value | 25,000 | 25,000 |
Face value of certain convertible notes | 25,000 | 25,000 |
Interest on the convertible notes | $ 2,000 | $ 2,017 |
Convertible Note Related Part_4
Convertible Note Related Party and Derivative Liabilities (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Carrying value | $ 25,000 | $ 25,000 |
Related Party Debt [Member] | ||
Carrying value | 25,000 | 25,000 |
Face value of certain convertible notes | 25,000 | 25,000 |
Interest on the convertible notes | $ 2,000 | $ 2,017 |
Convertible Note Related Part_5
Convertible Note Related Party and Derivative Liabilities (Details 2) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Expected term | 1 year 2 months 19 days | |
Related Party Debt [Member] | ||
Expected dividends | 0.00% | 0.00% |
Risk free interest rate | 0.09% | 0.58% |
Expected term | 11 months 1 day | 8 months 26 days |
Related Party Debt [Member] | Minimum [Member] | ||
Expected volatility | 181.00% | 316.00% |
Related Party Debt [Member] | Maximum [Member] | ||
Expected volatility | 182.00% | 333.00% |
Derivative Liabilities [Member] | Minimum [Member] | ||
Expected term | 1 year 29 days | 1 year 18 days |
Expected volatility | 2.80% | |
Derivative Liabilities [Member] | Maximum [Member] | ||
Expected term | 1 year 3 months | 1 year 18 days |
Expected volatility | 2.96% | |
Warrants [Member] | ||
Expected term | 4 years 5 months 12 days | |
Warrants [Member] | Convertible Notes Payable [Member] | ||
Expected term | 5 months 12 days | |
Commitment Date [Member] | ||
Expected term | 2 years 1 month 6 days | |
Commitment Date [Member] | Related Party Debt [Member] | ||
Expected dividends | 0.00% | 0.00% |
Risk free interest rate | 316.00% | 1.33% |
Commitment Date [Member] | Related Party Debt [Member] | Minimum [Member] | ||
Expected term | 8 months 26 days | |
Expected volatility | 101.00% | |
Commitment Date [Member] | Derivative Liabilities [Member] | ||
Expected dividends | 0.00% | |
Risk free interest rate | 0.0158% | |
Expected term | 2 years 1 month 7 days | |
Commitment Date [Member] | Derivative Liabilities [Member] | Minimum [Member] | ||
Risk free interest rate | 0.0142% | |
Expected volatility | 1.54% | |
Commitment Date [Member] | Derivative Liabilities [Member] | Maximum [Member] | ||
Risk free interest rate | 0.0165% | |
Expected term | 1 year 3 months | |
Expected volatility | 1.73% | |
Commitment Date [Member] | Warrants [Member] | ||
Expected term | 5 years | |
Commitment Date [Member] | Warrants [Member] | Convertible Notes Payable [Member] | ||
Expected term | 1 year | |
Expected volatility | 103.00% |
Convertible Note Related Part_6
Convertible Note Related Party and Derivative Liabilities (Details 3) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Carrying value | $ 25,000 | $ 25,000 | |
Related Party Debt [Member] | |||
Carrying value | 25,000 | 25,000 | |
Face value of certain convertible notes | 25,000 | 25,000 | |
Interest on the convertible notes | 2,000 | 2,017 | |
Derivative Liabilitie [Member] | |||
Carrying value | 79,459 | 43,636 | |
Balance | 73,099 | 61,682 | $ 37,182 |
Changes in Fair Value | 11,417 | 24,500 | |
Face value of certain convertible notes | $ 80,000 | $ 80,000 |
Convertible Note Related Part_7
Convertible Note Related Party and Derivative Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 27, 2017 | Sep. 01, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | |
Received proceeds totaling | $ 100,000 | $ 10,000 | ||
Cubesquare Llc [Member] | ||||
Received proceeds totaling | $ 15,000 | $ 10,000 | ||
Ownership percentage | 25.00% | |||
Interest rate per annum | 8.00% | 8.00% | 8.00% | |
Conversion, description | Any portion of the principal and unpaid interest under the note is convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from CubeSquare | (i) $0.0625 per share if the Company’s shares are not trading on a public market and; (ii) in the event the Company’s shares are listed for trading on a public market, the conversion price shall be equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from the lender. | ||
Accounts payable and accrued liabilities related party | $ 9,449 | $ 7,449 |
Convertible Note and Derivati_3
Convertible Note and Derivative Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Carrying value | $ 25,000 | $ 25,000 |
Derivative Liabilitie [Member] | ||
Face value of certain convertible notes | 80,000 | 80,000 |
Less: unamortized discount | (541) | (36,364) |
Carrying value | $ 79,459 | $ 43,636 |
Convertible Note and Derivati_4
Convertible Note and Derivative Liabilities (Details 1) - Warrants [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization on debt discount | $ 62,226 | $ 0 |
Interest on the convertible notes | 5,016 | 0 |
Total | $ 146,574 | $ 0 |
Convertible Note and Derivati_5
Convertible Note and Derivative Liabilities (Details 2) - Warrants [Member] - USD ($) | 4 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Balance at beginning | $ 92,803 | $ 52,185 | |
Derivative liability associated with warrants on commitment date | $ 51,009 | 7,915 | |
Change in fair value - convertible note | (21,597) | 48,727 | 32,703 |
Balance at ending | $ 175,368 | $ 141,530 | $ 92,803 |
Convertible Note and Derivati_6
Convertible Note and Derivative Liabilities (Details 3) - Warrants [Member] - USD ($) | 4 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative liability associated with warrants on commitment date | $ 51,009 | $ 7,915 | |
Change in fair value - convertible note | (21,597) | $ 48,727 | 32,703 |
Change in fair value - warrants | 2,633 | ||
Balance at ending | $ 175,368 | $ 141,530 | $ 92,803 |
Convertible Note and Derivati_7
Convertible Note and Derivative Liabilities (Details 4) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Risk free interest rate | 0.39% | 0.10% |
Expected volatility | 103.00% | 173.00% |
Expected term | 1 year 2 months 19 days | |
Expected dividends | 0.00% | 0.00% |
Commitment Date [Member] | ||
Expected term | 2 years 1 month 6 days | |
Expected dividends | 0.00% | |
Related Party Debt [Member] | ||
Expected term | 11 months 1 day | 8 months 26 days |
Derivative Liabilitie [Member] | Commitment Date [Member] | ||
Expected term | 2 years 1 month 7 days | |
Warrants [Member] | ||
Risk free interest rate | 0.82% | |
Expected volatility | 200.90% | |
Expected term | 4 years 5 months 12 days | |
Expected dividends | 0.00% | |
Warrants [Member] | Convertible Notes Payable [Member] | ||
Risk free interest rate | 0.43% | |
Expected volatility | 215.70% | |
Expected term | 5 months 12 days | |
Expected dividends | 0.00% | |
Warrants [Member] | Commitment Date [Member] | ||
Risk free interest rate | 0.65% | |
Expected volatility | 201.70% | |
Expected term | 5 years | |
Expected dividends | 0.00% | |
Warrants [Member] | Commitment Date [Member] | Convertible Notes Payable [Member] | ||
Risk free interest rate | 0.18% | |
Expected volatility | 307.10% | |
Expected term | 1 year | |
Expected dividends | 0.00% | |
Minimum [Member] | ||
Expected volatility | 203.00% | 280.00% |
Minimum [Member] | Related Party Debt [Member] | Commitment Date [Member] | ||
Expected volatility | 154.00% | |
Expected term | 8 months 26 days | |
Minimum [Member] | Derivative Liabilitie [Member] | ||
Expected term | 1 year 29 days | 1 year 18 days |
Minimum [Member] | Derivative Liabilitie [Member] | Commitment Date [Member] | ||
Risk free interest rate | 1.42% | |
Maximum [Member] | ||
Expected volatility | 301.00% | 296.00% |
Maximum [Member] | Derivative Liabilitie [Member] | ||
Expected term | 1 year 3 months | 1 year 18 days |
Expected dividends | 103.00% | |
Maximum [Member] | Derivative Liabilitie [Member] | Commitment Date [Member] | ||
Risk free interest rate | 1.65% | |
Expected term | 1 year 3 months |
Convertible Note and Derivati_8
Convertible Note and Derivative Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 19, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Received convertible note | $ 100,000 | $ 10,000 | ||
Derivative Liabilitie [Member] | ||||
Received convertible note | $ 10,000 | $ 70,000 | ||
Interest rate per annum | 8.00% | 8.00% | ||
Conversionn description | we issued and sold in a private offering an 8% convertible note in the principal amount of $10,000. The note is due on February 19, 2022 and is convertible into shares of common stock at a conversion price per share equal to the lesser of: (a) $0.50; (b) the lowest price at which the Company has converted any convertible security of the Company within 30 trading days prior to the date of delivery of the applicable notice of conversion; or (c) such other price as the Company and the holder may agree. In connection with the 8% convertible note issuance, | convertible into shares of our common stock at a conversion price for each share of common stock equal to the lesser of: (a) $0.50; (b) the lowest price at which the Company has converted any convertible security of the Company (to the holder or to any third party) within 30 trading days prior to the date of delivery of the applicable notice of conversion; and (c) so long as lower than (a) or (b), such other price as the Company and the holder may agree. In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 70,000 shares of common stock at an exercise price of $1.00. | ||
Accounts payable and accrued liabilities related party | 12,869 | $ 7,373 | ||
Derivative liability convertible notes | 80,000 | |||
Derivative liabilities | $ 72,689 |
Unsecured ShortTerm Advance fro
Unsecured ShortTerm Advance from Third Party (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Unsecured ShortTerm Advance from Third Party (Details Narrative) | ||
Commercial Paper | $ 100,000 | $ 100,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 27, 2017 | Sep. 01, 2016 | |
Due to related party | $ 50,000 | $ 50,000 | |||
Cubesquare Llc [Member] | |||||
Due to related party | $ 50,000 | 10,000 | |||
Interest percentage | 8.00% | 8.00% | 8.00% | ||
Interest expense | $ 4,000 | 4,010 | |||
Accounts payable and accrued liabilities | 10,674 | 6,674 | |||
Jonah Meer [Member] | |||||
Due to related party | 135,000 | 70,000 | |||
Accounts payable and accrued liabilities | 16,900 | 28,475 | |||
Ido Merfeld [Member] | |||||
Due to related party | 50,000 | $ 21,000 | $ 1,169 | ||
Accounts payable and accrued liabilities | 1,169 | $ 1,169 | |||
Advances amount | 71,000 | ||||
Mr Meer [Member] | |||||
Advances amount | $ 205,000 |
License and Research Funding _2
License and Research Funding Agreements (Details Narrative) - Ariel Scientific Innovation Ltd [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Expense related to aforemeionted agreements | $ 0 | $ 7,708 |
Underwritten public offering | $ 25,000,000 |
Intellectual Property License_2
Intellectual Property License Agreement and Sponsored Research Agreement (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intellectual Property License Agreement and Sponsored Research Agreement (Details Narrative) | ||
License fee | $ 25,000 | |
Royalty expense | 500,000 | |
Licence expense | 25,000 | $ 25,000 |
Gains | 0 | |
Expenses | $ 26,809 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Aug. 08, 2019 | Jul. 10, 2019 | Jun. 15, 2021 | Sep. 18, 2019 | Jan. 28, 2019 | Jan. 23, 2018 | Jan. 23, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2018 |
Advisors are granted the option | 115,000 | 110,000 | |||||||||
Prepaid expensed during period | $ 25,000 | ||||||||||
Issuance of common stock payable | 50,000 | 37,500 | 115,000 | 25,000 | 10,000 | 10,000 | 70,000 | ||||
Service Agreement With Ariel [Member] | |||||||||||
Prepaid expensed during period | $ 0 | ||||||||||
Prepaid expenses | $ 0 | ||||||||||
Sponsored Research Agreement [Member] | |||||||||||
Prepaid expenses | $ 0 | ||||||||||
Contract reversal gain and loss | $ 0 | ||||||||||
Stock Option [Member] | |||||||||||
Advisors are granted the option | 10,000 | ||||||||||
Issuance of common stock payable | 30,000 |
Stock Plan (Details)
Stock Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Research and Development Expense [Member] | ||
Stock option compensation allocated expenses | $ 223,985 | $ 159,839 |
General and Administrative Expense [Member] | ||
Stock option compensation allocated expenses | $ 435,570 | $ 409,495 |
Stock Plan (Details 1)
Stock Plan (Details 1) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Maximum [Member] | |
Expected life (years) | 5 years |
Minimum [Member] | |
Expected life (years) | 2 years 8 months 15 days |
Measurement Date [Member] | Stock Option [Member] | |
Dividend yield | 0.00% |
Exercise Price, Minimum | $ 0.40 |
Exercise Price, Maximum | $ 2 |
Measurement Date [Member] | Stock Option [Member] | Maximum [Member] | |
Expected volatility | 198.38% |
Risk-free interest rate | 2.68% |
Expected life (years) | 5 years |
Stock Price | $ 2.80 |
Measurement Date [Member] | Stock Option [Member] | Minimum [Member] | |
Expected volatility | 114.69% |
Risk-free interest rate | 0.39% |
Expected life (years) | 3 years |
Stock Price | $ 0.38 |
Measurement Date [Member] | Warrants [Member] | |
Dividend yield | 0.00% |
Stock Plan (Details 2)
Stock Plan (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shares, Granted | 975,000 | 800,000 | |
Shares, Canceled/forfeited | (153,334) | (38,334) | |
Shares Outstanding, end of period | 4,098,332 | ||
Shares Options exercisable, end of period | 3,243,333 | 2,331,669 | |
Shares, Options expected to vest, end of period | 33,333 | 183,331 | |
Weighted Average Shares Exercise Price, Outstanding, end of period | $ 2 | $ 2 | |
Weighted Average Shares Exercise Price, Granted | 2 | 2 | |
Weighted Average Exercise Price, Canceled/forfeited | 2 | 2 | |
Weighted Average Exercise Price, Options exercisable, end of period | 2 | 1.98 | |
Weighted Average Exercise Price, Options expected to vest, end of period | 2 | 1.98 | |
Weighted Average Exercise Price, Weighted average fair value of options granted | $ 2 | $ 1.98 | |
Outstanding, Weighted Average Remaining Contractual Life | 3 years 3 months 10 days | 3 years 9 months 10 days | |
Options exercisable, Weighted Average Remaining Contractual Life | 3 years 29 days | 3 years 3 months 10 days | |
Options expected to vest, Weighted Average Remaining Contractual Life | 2 years 7 months 2 days | 2 years | |
Employee Stock Option [Member] | |||
Shares Outstanding, end of period | 3,276,666 | 2,515,000 |
Stock Plan (Details Narrative)
Stock Plan (Details Narrative) - USD ($) | Dec. 10, 2020 | Feb. 10, 2020 | Dec. 10, 2019 | Dec. 10, 2018 | Aug. 15, 2018 | Jul. 31, 2019 | Jun. 25, 2019 | Apr. 16, 2018 | Nov. 15, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 10, 2021 |
Stock Options Granted To Employees [Member] | ||||||||||||
Description of services agreement | (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2021 at an exercise price of $2.00 per share, provided the employee is providing services to the Company at the time of exercise. | (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, provided the employee is providing services to the Company at the time of exercise. On March 23, 2020, the options previously vesting on December 10, 2020 shall vest immediately with an expiration date of March 23, 2023. | ||||||||||
Granted an option to purchase of common stock | 100,000 | |||||||||||
Weighted average excercise price | $ 2 | |||||||||||
Unrecognized compensation | $ 0 | $ 6,100 | ||||||||||
Stock Options Granted To Officers [Member] | ||||||||||||
Description of services agreement | As compensation, Dr. Bonfiglio was granted a three-year stock option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, 50,000 of which shares vested upon grant and 25,000 shares vest on each of July 1, 2020 and July 1, 2021, provided Dr. Bonfiglio is in the employ of the Company on such dates. Mr. Bonfiglio was terminated as chief operating officer as of November 30, 2019. Accordingly, all unvested stock options terminated on such date. In January, 2021, 50,000 vested options were forfeited | |||||||||||
Granted an option to purchase of common stock | 325,000 | 325,000 | ||||||||||
Weighted average excercise price | $ 2 | $ 2 | ||||||||||
Stock Option [Member] | ||||||||||||
Description of services agreement | Board granted five-year options to purchase 325,000 shares of common stock to each of its two officers. The options have an exercise price of $2.00 per share and are immediately exercisable | Company appointed John N. Bonfiglio, PhD as its chief operating officer, effective July 1, 2019. As compensation, Dr. Bonfiglio was granted a three-year stock option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, 50,000 of which shares vested upon grant and 25,000 shares vested on each of July 1, 2020 and July 1, 2021, provided Dr. Bonfiglio was in the employ of the Company on such dates | the Board granted five-year options to purchase 325,000 shares of common stock to each of its two officers. The options have an exercise price of $2.00 per share and are immediately exercisable | Board awarded an employee, the following three-year stock options under the Plan: (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2021 at an exercise price of $2.00 per share, provided the employee is providing services to the Company at the time of exercise | the Board awarded an employee the following three-year stock options under the Plan: (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, provided the employee is providing services to the Company at the time of exercise | |||||||
Number of option expired | 13,334 | |||||||||||
Option vested | 10,000 |
Capital Stock (Details)
Capital Stock (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Capital Stock | ||
Warrants Granted | 115,000 | 110,000 |
Weighted Average Exercise Price Granted | $ 1 | $ 1 |
Weighted Average Exercise Price Canceled/Forfeited | 0 | 0 |
Weighted Average Exercise Price Exercised | 0 | 0 |
Weighted Average Exercise Price Outstanding Ending | $ 1 | $ 1 |
Warrants Outstanding Ending | 295,000 | 180,000 |
Capital Stock (Details 1)
Capital Stock (Details 1) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Maximum [Member] | |
Expected life | 5 years |
Stock price | $ 0.99 |
Exercise price | $ 1 |
Minimum [Member] | |
Expected life | 2 years 8 months 15 days |
Stock price | $ 0.25 |
Exercise price | $ 0.40 |
Measurement Date [Member] | Warrants [Member] | |
Dividend yield | 0.00% |
Expected volatility minimum | 97.20% |
Expected volatility maximum | 20.70% |
Risk-free interest rate minimum | 0.16% |
Risk-free interest rate maximum | 1.72% |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Aug. 08, 2019 | Jul. 10, 2019 | Jun. 15, 2021 | Aug. 31, 2020 | Sep. 18, 2019 | Jan. 23, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||
Number of shares sold to investers in private offering | 200,000 | ||||||||
Gross proceeds from investors | $ 100,000 | ||||||||
Warrants to purchase common stock | 100,000 | ||||||||
Ownership percentage | 9.99% | ||||||||
Common stock exercise price per share | $ 1 | $ 1 | $ 1 | $ 1 | |||||
Common Stock, Shares, Issued | 13,289,789 | 13,289,789 | |||||||
Common Stock, Shares, Outstanding | 13,289,789 | 13,289,789 | |||||||
Number of common shares issued for warrants | 50,000 | 37,500 | 115,000 | 25,000 | 10,000 | 10,000 | 70,000 | ||
Number of common shares issued for warrants amount | $ 3,400 | $ 36,410 | |||||||
Preferred Stock, Shares Authorized | 10,000 | 10,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Shares Issued | 2,000 | 2,000 | |||||||
Preferred Stock, Shares Outstanding | 2,000 | 2,000 | |||||||
Series A, Preferred Stock | |||||||||
Preferred Stock, Shares Authorized | 10,000 | 10,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Shares Issued | 2,000 | 2,000 | |||||||
Preferred Stock, Shares Outstanding | 2,000 | 2,000 | |||||||
Preferred Stock price per share | $ 1 | ||||||||
Preferred stock share percentage per annum | 4.00% |
The carrying value of the Note
The carrying value of the Note is as follows (Details) - USD ($) | Dec. 31, 2021 | Jun. 15, 2021 | Dec. 31, 2020 |
Carrying value | $ 25,000 | $ 25,000 | |
Warrants [Member] | |||
Face value of certain convertible notes | 115,000 | $ 115,000 | |
Less: unamortized discount | 52,774 | 115,000 | |
Carrying value | $ 62,226 | $ 0 |
Interest expenses associated wi
Interest expenses associated with the convertible notes (Details) - Derivative Liabilitie [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization on debt discount | $ 35,823 | $ 35,380 |
Interest on the convertible notes | 5,496 | 7,212 |
Total | $ 41,319 | $ 42,592 |
Interest expenses associated _2
Interest expenses associated with the conversion (Details) - Warrants [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization on debt discount | $ 62,226 | $ 0 |
Day one loss associated with derivative liability | 79,332 | 0 |
Interest on the convertible notes | 5,016 | 0 |
Total | $ 146,574 | $ 0 |
Fair value at the commitment an
Fair value at the commitment and re-measurement dates for the Companys derivative liabilities (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Expected dividends | 0.00% | 0.00% |
Expected volatility | 103.00% | 173.00% |
Risk free interest rate | 0.39% | 0.10% |
Warrants [Member] | ||
Expected dividends | 0.00% | |
Expected volatility | 200.90% | |
Risk free interest rate | 0.82% | |
Expected term | 4 years 5 months 12 days | |
Warrants [Member] | Convertible Notes Payable [Member] | ||
Expected dividends | 0.00% | |
Expected volatility | 215.70% | |
Risk free interest rate | 0.43% | |
Expected term | 5 months 12 days | |
Commitment Date [Member] | ||
Expected dividends | 0.00% | |
Commitment Date [Member] | Warrants [Member] | ||
Expected dividends | 0.00% | |
Expected volatility | 201.70% | |
Risk free interest rate | 0.65% | |
Expected term | 5 years | |
Commitment Date [Member] | Warrants [Member] | Convertible Notes Payable [Member] | ||
Expected dividends | 0.00% | |
Expected volatility | 307.10% | |
Risk free interest rate | 0.18% | |
Expected term | 1 year |