Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | QRONS INC. | |
Entity Central Index Key | 0001689084 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 13,289,789 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55800 | |
Entity Incorporation State Country Code | WY | |
Entity Tax Identification Number | 81-3623646 | |
Entity Address Postal Zip Code | 11101 | |
Entity Address Address Line 1 | 28-10 Jackson Avenue #26N | |
Entity Address City Or Town | Long Island City | |
Entity Address State Or Province | NY | |
City Area Code | 212 | |
Local Phone Number | 945-2080 | |
Entity Interactive Data Current | Yes |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 8,467 | $ 35,065 |
Total current assets | 8,467 | 35,065 |
TOTAL ASSETS | 8,467 | 35,065 |
Current liabilities | ||
Accounts payable and accrued liabilities | 131,517 | 90,976 |
Accounts payable and accrued liabilities - related party | 30,842 | 38,192 |
Demand loans, related party | 85,873 | 50,000 |
Advances from related party | 348,500 | 286,000 |
Unsecured short-term advances | 100,000 | 100,000 |
Convertible notes - related party | 0 | 25,000 |
Convertible notes, net of debt discount | 195,000 | 141,685 |
Derivative liabilities | 336,172 | 405,957 |
Total current liabilities | 1,227,904 | 1,137,810 |
Total liabilities | 1,227,904 | 1,137,810 |
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 | 7,697,351 |
Accumulated deficit | (8,918,119) | (8,801,427) |
Total stockholders' deficit | (1,219,437) | (1,102,745) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 8,467 | $ 35,065 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
CONDENSED BALANCE SHEETS | ||
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 ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) | ||||
Net sales | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
Research and development expenses | 6,250 | 9,076 | 23,596 | 32,262 |
Professional fees | 8,999 | 11,868 | 62,904 | 35,808 |
General and administrative expenses | 7,202 | 9,363 | 30,571 | 43,398 |
Total operating expenses | 22,451 | 30,307 | 117,071 | 111,468 |
Loss from operations | (22,451) | (30,307) | (117,071) | (111,468) |
Other income (expense) | ||||
Interest expense | (6,875) | (43,526) | (69,406) | (166,270) |
Change in fair market value of derivative liabilities | 105,090 | (6,047) | 69,785 | (2,877) |
Total other income (expense) | 98,215 | (49,573) | 379 | (169,147) |
Net income (loss) | $ 75,764 | $ (79,880) | $ (116,692) | $ (280,615) |
Net income (loss) per common share - basic | $ 0.01 | $ (0.01) | $ (0.01) | $ (0.02) |
Net income (loss) per common share - diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted average shares outstanding | ||||
Basic | 13,289,789 | 13,289,789 | 13,289,789 | 13,289,789 |
Diluted | 18,761,704 | 17,737,367 | 18,761,704 | 17,737,367 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Common Stock | Preferred Stock Series A [Member] | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2020 | 13,289,789 | 2,000 | |||
Balance, amount at Dec. 31, 2020 | $ (694,316) | $ 1,329 | $ 2 | $ 7,037,796 | $ (7,733,443) |
Stock options granted to non-employees as research and development costs | 3,100 | 0 | 0 | 3,100 | 0 |
Net loss for the period | (235,309) | $ 0 | $ 0 | 0 | (235,309) |
Balance, shares at Mar. 31, 2021 | 13,289,789 | 2,000 | |||
Balance, amount at Mar. 31, 2021 | (926,525) | $ 1,329 | $ 2 | 7,040,896 | (7,968,752) |
Balance, shares at Dec. 31, 2020 | 13,289,789 | 2,000 | |||
Balance, amount at Dec. 31, 2020 | (694,316) | $ 1,329 | $ 2 | 7,037,796 | (7,733,443) |
Net loss for the period | (280,615) | ||||
Balance, shares at Sep. 30, 2021 | 13,289,789 | 2,000 | |||
Balance, amount at Sep. 30, 2021 | (968,731) | $ 1,329 | $ 2 | 7,043,996 | (8,014,058) |
Balance, shares at Mar. 31, 2021 | 13,289,789 | 2,000 | |||
Balance, amount at Mar. 31, 2021 | (926,525) | $ 1,329 | $ 2 | 7,040,896 | (7,968,752) |
Stock options granted to non-employees as research and development costs | 3,100 | 0 | 0 | 3,100 | 0 |
Net loss for the period | 34,574 | $ 0 | $ 0 | 0 | 34,574 |
Balance, shares at Jun. 30, 2021 | 13,289,789 | 2,000 | |||
Balance, amount at Jun. 30, 2021 | (888,851) | $ 1,329 | $ 2 | 7,043,996 | (7,934,178) |
Net loss for the period | (79,880) | $ 0 | $ 0 | 0 | (79,880) |
Balance, shares at Sep. 30, 2021 | 13,289,789 | 2,000 | |||
Balance, amount at Sep. 30, 2021 | (968,731) | $ 1,329 | $ 2 | 7,043,996 | (8,014,058) |
Balance, shares at Dec. 31, 2021 | 13,289,789 | 2,000 | |||
Balance, amount at Dec. 31, 2021 | (1,102,745) | $ 1,329 | $ 2 | 7,697,351 | (8,801,427) |
Net loss for the period | (264,128) | $ 0 | $ 0 | 0 | (264,128) |
Balance, shares at Mar. 31, 2022 | 13,289,789 | 2,000 | |||
Balance, amount at Mar. 31, 2022 | (1,366,873) | $ 1,329 | $ 2 | 7,697,351 | (9,065,555) |
Balance, shares at Dec. 31, 2021 | 13,289,789 | 2,000 | |||
Balance, amount at Dec. 31, 2021 | (1,102,745) | $ 1,329 | $ 2 | 7,697,351 | (8,801,427) |
Net loss for the period | (116,692) | ||||
Balance, shares at Sep. 30, 2022 | 13,289,789 | 2,000 | |||
Balance, amount at Sep. 30, 2022 | (1,219,437) | $ 1,329 | $ 2 | 7,697,351 | (8,918,119) |
Balance, shares at Mar. 31, 2022 | 13,289,789 | 2,000 | |||
Balance, amount at Mar. 31, 2022 | (1,366,873) | $ 1,329 | $ 2 | 7,697,351 | (9,065,555) |
Net loss for the period | 71,672 | $ 0 | $ 0 | 0 | 71,672 |
Balance, shares at Jun. 30, 2022 | 13,289,789 | 2,000 | |||
Balance, amount at Jun. 30, 2022 | (1,295,201) | $ 1,329 | $ 2 | 7,697,351 | (8,993,883) |
Net loss for the period | 75,764 | $ 0 | $ 0 | 0 | 75,764 |
Balance, shares at Sep. 30, 2022 | 13,289,789 | 2,000 | |||
Balance, amount at Sep. 30, 2022 | $ (1,219,437) | $ 1,329 | $ 2 | $ 7,697,351 | $ (8,918,119) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (116,692) | $ (280,615) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock options issued for research and development expense | 0 | 6,200 |
Non cash interest | 0 | 94,332 |
Accretion of debt discount | 53,315 | 60,269 |
Change in fair market value of derivative liabilities | (69,785) | 2,877 |
Changes in operating assets and liabilities: | ||
(Increase) in prepaid expenses | 0 | (2,000) |
Increase in accounts payable and accrued liabilities | 40,541 | 22,399 |
(Decrease) increase in accounts payable and accrued liabilities, related party | 3,523 | (3,920) |
Net cash used by operating activities | (89,098) | (100,458) |
Cash Flows From Investing Activities | ||
Net cash provided from (used by) investing activities | 0 | 0 |
Cash Flows From Financing Activities | ||
Advances from related party | 62,500 | 0 |
Proceeds from convertible note | 0 | 100,000 |
Net cash provided from financing activities | 62,500 | 100,000 |
Decrease in cash and cash equivalents | (26,598) | (458) |
Cash at beginning of year | 35,065 | 57,632 |
Cash at end of period | 8,467 | 57,174 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES | ||
Convertible notes - related party modified to 6% promissory note | 25,000 | 0 |
Accrued interest payable - related party convertible note modified to 6% promissory note | 10,873 | 0 |
Derivative liability associated with debt discount | 0 | 51,009 |
Derivative liability associated with warrants | $ 0 | $ 143,323 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
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 and where its President is located and where its research to date has been conducted. 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 | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Financial Statements: In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three and nine-month periods have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. 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 September 30, 2022 and December 31, 2021: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of September 30, 2022: Liabilities Derivative liabilities $ - $ - $ 336,172 As of December 31, 2021: Liabilities Derivative liabilities $ - $ - $ 405,957 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 outstanding during each reporting period: Nine Months Ended September 30, 2022 2021 Research warrants at 3% of issued and outstanding shares 398,694 398,694 Convertible notes 593,637 568,184 Series A preferred shares 700 700 Stock options vested 4,048,332 3,185,000 Stock purchase warrants 295,000 295,000 Total 5,336,363 4,447,578 New Accounting Pronouncements: |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2022 | |
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 the issuance of a convertible promissory note, and a further $62,500 in unsecured advances from related parties in the current nine months ended September 30, 2022, it does not believe its resources will be sufficient to meet its operating and capital needs beyond the fourth 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. COVID-19 also caused significant disruptions to the global financial markets, which severely impacted 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. We remain unable to predict with certainty the ongoing effects of the COVID-19 pandemic on future operations, as well as the actions of governments, and when and to what extent normal economic and operating conditions will return to pre-pandemic levels. Even as the COVID-19 pandemic has subsided, we continue to experience adverse impacts to our business, including delays on the successful raising of additional capital. |
Convertible Note - Related Part
Convertible Note - Related Party and Derivative Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
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. On September 27, 2022 the Board and the noteholder agreed to cancel the two convertible notes and in full satisfaction of such outstanding debt to issue a new 6% promissory note to CubeSquare in the principal amount of $35,873, representing the aggregate principal amount of $25,000 and the aggregate amount of any and all accrued interest in the amount of $10,873 as of 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: September 30, 2022 December 31, 2021 Face value of certain convertible notes $ 25,000 $ 25,000 Convertible notes extinguish (25,000 ) - Carrying value $ - $ 25,000 For Three Months Ended September 30, For Nine Months Ended September 30, 2022 2021 2022 2021 Interest on the convertible notes $ 432 $ 504 $ 1,424 $ 1,510 As of September 30, 2022 and December 31, 2021, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $0 and $9,449, 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, 2020 $ 61,682 Change in fair value 11,417 Balance at December 31, 2021 73,099 Change in fair value (73,099 ) Balance at September 30, 2022 $ - 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 September 27, 2022 and December 31, 2021 and the commitment date: Commitment Date December 31, 2021 September 27, 2022 Expected dividends 0 0 0 Expected volatility 101% ~103 % 181% ~ 182 % 101.56 % Expected term 0.92 ~ 1 year 0.67 ~ 0.74 year 0.00 year Risk free interest rate 1.33 % 1.06 % 2.22 % |
Convertible Note and Derivative
Convertible Note and Derivative Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
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: September 30, 2022 December 31, 2021 Face value of certain convertible notes $ 80,000 $ 80,000 Less: unamortized discount - (541 ) Carrying value $ 80,000 $ 79,459 Interest expenses associated with the convertible notes are as follows: For Three Months Ended September 30, For Nine Months Ended September 30, 2022 2021 2022 2021 Interest on the convertible notes $ 1,613 $ 1,916 $ 4,787 $ 4,485 Amortization of debt discount - 9,029 541 26,793 Total $ 1,613 $ 10,945 $ 5,328 $ 31,278 As of September 30, 2022 and December 31, 2021, the unpaid interest balance under Accounts payable and accrued liabilities was $17,656 and $12,869, respectively. 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 September 30, 2022 and December 31, 2021, the fair value of the derivative liability associated with the conversion feature is summarized as follows: Balance at December 31, 2020 $ 92,803 Change in fair value 64,687 Balance at December 31, 2021 157,490 Change in fair value (131,036 ) Balance at September 30, 2022 $ 26,454 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 September 30, 2022 and December 31, 2021 and the commitment date: Commitment Date December 31, 2021 September 30, 2022 Expected dividends 0 0 0 Expected volatility 154% ~173 % 203% ~ 301 % 95% ~ 101 % Expected term 2.10 years 1.08 ~ 1.22 years 0.25 ~ 0.39 years Risk free interest rate 1.42 ~ 1.65% 0.39 % 3.33 % (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. 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. While the Company has not received a notice of default, the Quick Note matured on June 15, 2022, and the fair value of the Quick Note and Quick Warrant embedded default derivatives liability has been valued as of September 30, 2022. The carrying value of the Quick Note is as follows: September 30, 2022 December 31, 2021 Face value of Quick Note $ 115,000 $ 115,000 Less: unamortized discount - (52,774 ) Carrying value $ 115,000 $ 62,226 Interest expenses associated with the conversion feature is as follows: For Three Months Ended September 30, For Nine Months Ended September 30, 2022 2021 2022 2021 Interest on Quick Note $ 2,319 $ 2,319 $ 6,881 $ 2,697 Day one loss associated with derivatively liability - - - 79,332 Amortization of debt discount - 28,750 52,774 33,476 Total $ 2,319 $ 31,069 $ 59,655 $ 115,505 As a result of the application of ASC 815 as of September 30, 2022 and December 31, 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 Change in fair value – convertible note (21,597 ) Change in fair value – warrants 2,633 Balance at December 31, 2021 175,368 Change in fair value – convertible note 52,035 Change in fair value – warrants 82,315 Balance at September 30, 2022 $ 309,718 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 September 30, 2022 and December 31, 2021 and the commitment date: Convertible note: Commitment Date December 31, 2021 September 30, 2022 Expected dividends 0 0 0 Expected volatility 307.10 % 215.70 % 101.40 % Expected term 1 years 0.45 years 0.00 years Risk free interest rate 0.18 % 0.43 % 1.28 % Warrants: Commitment Date December 31, 2021 September 30, 2022 Expected dividends 0 0 0 Expected volatility 201.70 % 200.90 % 208.90 % Expected term 5 years 4.45 years 3.7 years Risk free interest rate 0.65 % 0.82 % 3.760 % |
Unsecured Short-Term Advance fr
Unsecured Short-Term Advance from Third Party | 9 Months Ended |
Sep. 30, 2022 | |
Unsecured Short-Term Advance from Third Party | |
Unsecured Short-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 September 30, 2022 and December 31, 2021. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
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 Company’s Chief Executive Officer is the managing partner and the Company’s President is a 25% owner of CubeSquare. 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 $997 and $2,981 for the three and nine months ended September 30, 2022 and recorded interest expenses of $1,008 and $2,991 for the three and nine months ended September 30, 2021. On September 27, 2022 the Board and the related party noteholder agreed to cancel two convertible notes issued to Cubesquare and in full satisfaction of such outstanding debt to issue a new 6% promissory note (Ref: Note 4) in the principal amount of $35,873, representing the aggregate principal amount of $25,000 and the aggregate amount of any and all accrued interest in the amount of $10,873 as of September 27, 2022. The Company recorded interest expenses of $17 and $17 for the three and nine months ended September 30, 2022 in respect to the new note. As of September 30, 2022 and December 31, 2021, the unpaid interest balance under Accounts payable and accrued liabilities – related party in respect of the aforementioned notes was $13,672 and $10,674, 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. An additional $62,500 in advances was received from Mr. Meer during the nine months ended September 30, 2022. Mr. Meer is owed $267,500 and $205,000 in respect to these advances at September 30, 2022 and December 31, 2021, respectively. 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 nine months ended September 30, 2022, as well as during the year ended December 31, 2021. Mr. Merfeld is owed $71,000 in respect to these advances at September 30, 2022 and 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 September 30, 2022 and December 31, 2021. (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 nine months ended September 30, 2022 and during the year ended December 31, 2021, the Company repaid $900 and $11,575, respectively, of these advances leaving a balance payable to Mr. Meer of $16,000 at September 30, 2022 (December 31, 2021 - $16,900), 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 September 30, 2022 and December 31, 2021. |
Intellectual Property License A
Intellectual Property License Agreement and Sponsored Research Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Intellectual Property License Agreement and Sponsored Research Agreement | |
Intellectual Property License Agreement and Sponsored Research Agreement | Note 8 – 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. Dartmouth College – Intellectual Property License Agreement The Company expensed $18,750 as license fees during each of the nine months ended September 30, 2022 and 2021 with respect to such annual fee. |
Stock Plan
Stock Plan | 9 Months Ended |
Sep. 30, 2022 | |
Stock Plan | |
Stock Plan | Note 9 – 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. 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. (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. On April 16, 2022, a three-year stock option to purchase 10,000 shares of common stock of the Company granted to a Science Advisor expired unexercised. On July 1, 2022, a three-year stock option to purchase 33,334 shares of common stock of the Company granted to a Science Advisor expired unexercised. On August 15, 2022, a three-year stock option to purchase 6,666 shares of common stock of the Company granted to a Science Advisor expired unexercised. 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: Three Months ended Nine Months ended September 30, September 30, 2022 2021 2022 2021 Research and development expenses $ - $ - $ - $ 6,200 As of September 30, 2022 and December 31, 2021, there was no unrecognized compensation remaining to be recognized in future periods. (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. A summary of the activity for the Company’s stock options at September 30, 2022 and December 31, 2021, is as follows: September 30, 2022 December 31, 2021 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 4,098,332 $ 2 3.08 3,276,666 $ 1.98 3.28 Granted - - - 975,000 $ 2 - Exercised - - - - $ - - Canceled/forfeited (50,000 ) $ - - (153,334 ) $ 2 - Outstanding, end of period 4,048,332 $ 2 2.29 4,098,332 $ 2 3.08 Options exercisable, end of period 4,048,332 $ 2 2.29 4,098,332 $ 2 3.08 Weighted average fair value of options granted $ 2 $ 1.98 |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2022 | |
Capital Stock | |
Capital Stock | Note 10 – 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 were 2,000 shares of Series A Preferred Stock issued and outstanding as of September 30, 2022 and December 31, 2021. Common Stock There were 13,289,789 shares of common stock issued and outstanding as of September 30, 2022 and December 31, 2021. Common Stock Purchase Warrants As of September 30, 2022 and December 31, 2021, the following common stock purchase warrants were outstanding: Warrants Weighted Average Exercise Price Outstanding – December 31, 2020 180,000 $ 1.00 Granted 115,000 (1) 1.00 Canceled/forfeited - - Exercised - - Outstanding – December 31, 2021 295,000 1.00 Granted - - Canceled/forfeited - - Exercised - - Outstanding – September 30, 2022 295,000 $ 1.00 (1) 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. (See Note 5(2) above.) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 11 – 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) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies (Policies) | |
Financial Statements | Financial Statements: In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three and nine-month periods have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. |
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 |
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 September 30, 2022 and December 31, 2021: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of September 30, 2022: Liabilities Derivative liabilities $ - $ - $ 336,172 As of December 31, 2021: Liabilities Derivative liabilities $ - $ - $ 405,957 |
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 outstanding during each reporting period: Nine Months Ended September 30, 2022 2021 Research warrants at 3% of issued and outstanding shares 398,694 398,694 Convertible notes 593,637 568,184 Series A preferred shares 700 700 Stock options vested 4,048,332 3,185,000 Stock purchase warrants 295,000 295,000 Total 5,336,363 4,447,578 |
New Accounting Pronouncements | New Accounting Pronouncements: |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies (Policies) | |
Fair value of the Company's derivative liabilities | Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of September 30, 2022: Liabilities Derivative liabilities $ - $ - $ 336,172 As of December 31, 2021: Liabilities Derivative liabilities $ - $ - $ 405,957 |
Potentially dilutive securities at each reporting period | Nine Months Ended September 30, 2022 2021 Research warrants at 3% of issued and outstanding shares 398,694 398,694 Convertible notes 593,637 568,184 Series A preferred shares 700 700 Stock options vested 4,048,332 3,185,000 Stock purchase warrants 295,000 295,000 Total 5,336,363 4,447,578 |
Convertible Note Related Party
Convertible Note Related Party and Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Note Related Party and Derivative Liabilities (Tables) | |
The carrying value of these convertible notes is as follows | September 30, 2022 December 31, 2021 Face value of certain convertible notes $ 25,000 $ 25,000 Convertible notes extinguish (25,000 ) - Carrying value $ - $ 25,000 For Three Months Ended September 30, For Nine Months Ended September 30, 2022 2021 2022 2021 Interest on the convertible notes $ 432 $ 504 $ 1,424 $ 1,510 |
Schedule of derivative liability associated with the conversion | Balance at December 31, 2020 $ 61,682 Change in fair value 11,417 Balance at December 31, 2021 73,099 Change in fair value (73,099 ) Balance at September 30, 2022 $ - |
Derivative liabilities were based upon the following management assumptions | Commitment Date December 31, 2021 September 27, 2022 Expected dividends 0 0 0 Expected volatility 101% ~103 % 181% ~ 182 % 101.56 % Expected term 0.92 ~ 1 year 0.67 ~ 0.74 year 0.00 year Risk free interest rate 1.33 % 1.06 % 2.22 % |
Convertible Note and Derivati_2
Convertible Note and Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Note and Derivative Liabilities (Tables) | |
Carrying value of these convertible notes | September 30, 2022 December 31, 2021 Face value of certain convertible notes $ 80,000 $ 80,000 Less: unamortized discount - (541 ) Carrying value $ 80,000 $ 79,459 |
Interest expenses associated with the convertible notes | For Three Months Ended September 30, For Nine Months Ended September 30, 2022 2021 2022 2021 Interest on the convertible notes $ 1,613 $ 1,916 $ 4,787 $ 4,485 Amortization of debt discount - 9,029 541 26,793 Total $ 1,613 $ 10,945 $ 5,328 $ 31,278 |
Fair value of the derivative liability associated with the conversion feature | Balance at December 31, 2020 $ 92,803 Change in fair value 64,687 Balance at December 31, 2021 157,490 Change in fair value (131,036 ) Balance at September 30, 2022 $ 26,454 |
Commitment and re-measurement dates | Commitment Date December 31, 2021 September 30, 2022 Expected dividends 0 0 0 Expected volatility 154% ~173 % 203% ~ 301 % 95% ~ 101 % Expected term 2.10 years 1.08 ~ 1.22 years 0.25 ~ 0.39 years Risk free interest rate 1.42 ~ 1.65% 0.39 % 3.33 % |
Carrying value of the quick note | September 30, 2022 December 31, 2021 Face value of Quick Note $ 115,000 $ 115,000 Less: unamortized discount - (52,774 ) Carrying value $ 115,000 $ 62,226 |
Interest expenses associated with the conversion | For Three Months Ended September 30, For Nine Months Ended September 30, 2022 2021 2022 2021 Interest on Quick Note $ 2,319 $ 2,319 $ 6,881 $ 2,697 Day one loss associated with derivatively liability - - - 79,332 Amortization of debt discount - 28,750 52,774 33,476 Total $ 2,319 $ 31,069 $ 59,655 $ 115,505 |
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 Change in fair value – convertible note (21,597 ) Change in fair value – warrants 2,633 Balance at December 31, 2021 175,368 Change in fair value – convertible note 52,035 Change in fair value – warrants 82,315 Balance at September 30, 2022 $ 309,718 |
Fair value at the commitment and re-measurement dates for the Company's derivative liabilities | Convertible note: Commitment Date December 31, 2021 September 30, 2022 Expected dividends 0 0 0 Expected volatility 307.10 % 215.70 % 101.40 % Expected term 1 years 0.45 years 0.00 years Risk free interest rate 0.18 % 0.43 % 1.28 % Warrants: Commitment Date December 31, 2021 September 30, 2022 Expected dividends 0 0 0 Expected volatility 201.70 % 200.90 % 208.90 % Expected term 5 years 4.45 years 3.7 years Risk free interest rate 0.65 % 0.82 % 3.760 % |
Stock Plan (Tables)
Stock Plan (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stock Plan | |
Recognized compensation in respect of the above stock option compensation allocated as general and administrative expenses | Three Months ended Nine Months ended September 30, September 30, 2022 2021 2022 2021 Research and development expenses $ - $ - $ - $ 6,200 |
Summary of the activity for the Company's stock options | September 30, 2022 December 31, 2021 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 4,098,332 $ 2 3.08 3,276,666 $ 1.98 3.28 Granted - - - 975,000 $ 2 - Exercised - - - - $ - - Canceled/forfeited (50,000 ) $ - - (153,334 ) $ 2 - Outstanding, end of period 4,048,332 $ 2 2.29 4,098,332 $ 2 3.08 Options exercisable, end of period 4,048,332 $ 2 2.29 4,098,332 $ 2 3.08 Weighted average fair value of options granted $ 2 $ 1.98 |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Capital Stock | |
Stock purchase warrants outstanding | Warrants Weighted Average Exercise Price Outstanding – December 31, 2020 180,000 $ 1.00 Granted 115,000 (1) 1.00 Canceled/forfeited - - Exercised - - Outstanding – December 31, 2021 295,000 1.00 Granted - - Canceled/forfeited - - Exercised - - Outstanding – September 30, 2022 295,000 $ 1.00 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Derivative liabilities | $ 0 | $ 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Derivative liabilities | $ 336,172 | $ 405,957 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Total | 5,336,363 | 4,447,578 |
Research Warrants [Member] | ||
Total | 398,694 | 398,694 |
Convertible Debt Securities [Member] | ||
Total | 593,637 | 568,184 |
Series A Preferred Shares [Member] | ||
Total | 700 | 700 |
Stock Options Vested [Member] | ||
Total | 4,048,332 | 3,185,000 |
Stock Purchase Warrants [Member] | ||
Total | 295,000 | 295,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Policies) | ||||
Research and development costs | $ 6,250 | $ 9,076 | $ 23,596 | $ 32,262 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Going Concern (Details Narrative) | |||
Advances from related parties, unsecured | $ 62,500 | $ 0 | |
Proceeds from convertible note | $ 0 | $ 100,000 | $ 100,000 |
Convertible Note Related Part_2
Convertible Note Related Party and Derivative Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Face value of certain convertible notes | $ 115,000 | $ 115,000 |
Carrying value | 115,000 | 62,226 |
Related Party Debt [Member] | ||
Face value of certain convertible notes | 25,000 | 25,000 |
Convertible notes extinguish | (25,000) | 0 |
Carrying value | $ 0 | $ 25,000 |
Convertible Note Related Part_3
Convertible Note Related Party and Derivative Liabilities (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Debt [Member] | ||||
Interest on the convertible notes | $ 432 | $ 504 | $ 1,424 | $ 1,510 |
Convertible Note Related Part_4
Convertible Note Related Party and Derivative Liabilities (Details 2) - Derivative Liabilities [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Beginning balance | $ 73,099 | $ 61,682 |
Changes in Fair Value | (73,099) | 11,417 |
Ending balance | $ 0 | $ 73,099 |
Convertible Note Related Part_5
Convertible Note Related Party and Derivative Liabilities (Details 3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Minimum [Member] | ||
Expected term | 3 months | 1 year 29 days |
Maximum [Member] | ||
Expected term | 4 months 20 days | 1 year 2 months 19 days |
Commitment Date [Member] | ||
Expected term | 1 year | |
Related Party Debt [Member] | ||
Expected dividends | 0% | 0% |
Risk free interest rate | 2.22% | 1.06% |
Expected volatility | 101.56% | |
Expected term | 0 years | |
Related Party Debt [Member] | Minimum [Member] | ||
Expected volatility | 181% | |
Expected term | 8 months 1 day | |
Related Party Debt [Member] | Maximum [Member] | ||
Expected volatility | 182% | |
Expected term | 8 months 26 days | |
Related Party Debt [Member] | Commitment Date [Member] | ||
Expected dividends | 0% | |
Risk free interest rate | 1.33% | |
Related Party Debt [Member] | Commitment Date [Member] | Minimum [Member] | ||
Expected volatility | 101% | |
Expected term | 11 months 1 day | |
Related Party Debt [Member] | Commitment Date [Member] | Maximum [Member] | ||
Expected volatility | 103% | |
Expected term | 1 year |
Convertible Note Related Part_6
Convertible Note Related Party and Derivative Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 27, 2022 | Sep. 27, 2017 | Sep. 01, 2016 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Received proceeds totaling | $ 0 | $ 100,000 | $ 100,000 | |||
Cubesquare Llc [Member] | ||||||
Received proceeds totaling | $ 15,000 | $ 10,000 | ||||
Ownership percentage | 25% | |||||
Interest rate per annum | 8% | 8% | 8% | |||
Conversion, description | 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 | $ 0 | $ 9,449 | ||||
Principal amount - related party convertible note modified to 6% promissory note | $ 35,873 | |||||
Aggregate principal amount - related party convertible note modified to 6% promissory note | 25,000 | |||||
Accrued interest payable - related party convertible note modified to 6% promissory note | $ 10,873 |
Convertible Note and Derivati_3
Convertible Note and Derivative Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Face value of certain convertible notes | $ 115,000 | $ 115,000 |
Less: unamortized discount | 0 | (52,774) |
Carrying value | 115,000 | 62,226 |
Derivative Liabilities [Member] | ||
Face value of certain convertible notes | 80,000 | 80,000 |
Less: unamortized discount | 0 | (541) |
Carrying value | $ 80,000 | $ 79,459 |
Convertible Note and Derivati_4
Convertible Note and Derivative Liabilities (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Interest on the convertible notes | $ 2,319 | $ 2,319 | $ 6,881 | $ 2,697 |
Amortization on debt discount | 0 | 28,750 | 52,774 | 33,476 |
Total | 2,319 | 31,069 | 59,655 | 115,505 |
Commitment [Member] Warrants [Member] | ||||
Interest on the convertible notes | 1,613 | 1,916 | 4,787 | 4,485 |
Amortization on debt discount | 0 | 9,029 | 541 | 26,793 |
Total | $ 1,613 | $ 10,945 | $ 5,328 | $ 31,278 |
Convertible Note and Derivati_5
Convertible Note and Derivative Liabilities (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible Note and Derivative Liabilities (Tables) | ||
Balance at beginning | $ 157,490 | $ 92,803 |
Change in fair value | (131,036) | 64,687 |
Balance at ending | $ 26,454 | $ 157,490 |
Convertible Note and Derivati_6
Convertible Note and Derivative Liabilities (Details 3) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Expected dividend | 0% | 0% |
Risk free interest | 3.33% | 0.39% |
Commitment Date [Member] Convertible Notes [Member] | ||
Expected dividend | 0% | |
Risk free interest | 0.18% | |
Expected volatility | 307.10% | |
Expected term | 2 years 1 month 6 days | |
Expected term | 1 year | |
Commitment Dates Maximum [Member] | ||
Risk free interest | 1.65% | |
Expected volatility | 173% | |
Commitment Dates Minimum [Member] | ||
Risk free interest | 1.42% | |
Expected volatility | 154% | |
Minimum [Member] | ||
Expected volatility | 95% | 203% |
Expected term | 3 months | 1 year 29 days |
Maximum [Member] | ||
Expected volatility | 101% | 301% |
Expected term | 4 months 20 days | 1 year 2 months 19 days |
Convertible Note and Derivati_7
Convertible Note and Derivative Liabilities (Details 4) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Convertible Note and Derivative Liabilities (Tables) | ||
Face value of certain convertible notes | $ 115,000 | $ 115,000 |
Less: unamortized discount | 0 | (52,774) |
Carrying value | $ 115,000 | $ 62,226 |
Convertible Note and Derivati_8
Convertible Note and Derivative Liabilities (Details 5) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Convertible Note and Derivative Liabilities (Tables) | ||||
Interest on the Quick notes | $ 2,319 | $ 2,319 | $ 6,881 | $ 2,697 |
Day one loss associated with derivatively liability | 0 | 0 | 0 | 79,332 |
Amortization on debt discount | 0 | 28,750 | 52,774 | 33,476 |
Total | $ 2,319 | $ 31,069 | $ 59,655 | $ 115,505 |
Convertible Note and Derivati_9
Convertible Note and Derivative Liabilities (Details 6) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Balance at ending | $ 26,454 | $ 157,490 |
Warrants [Member] | Convertible Note June [Member] | ||
Derivative liability associated with convertible note on commitment date | 51,009 | |
Derivative liability associated with warrants on commitment date | 143,323 | |
Change in fair value - convertible note | 52,035 | (21,597) |
Change in fair value - warrants | 82,315 | 2,633 |
Balance at ending | $ 309,718 | $ 175,368 |
Convertible Note and Derivat_10
Convertible Note and Derivative Liabilities (Details 7) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Expected dividend | 0% | 0% |
Risk free interest | 3.33% | 0.39% |
Convertible Notes [Member] | ||
Expected dividend | 0% | 0% |
Risk free interest | 1.28% | 0.43% |
Expected volatility | 101.40% | 215.70% |
Expected term | 0 years | 5 months 12 days |
Commitment Date [Member] Convertible Notes [Member] | ||
Expected dividend | 0% | |
Risk free interest | 0.18% | |
Expected volatility | 307.10% | |
Expected term | 1 year | |
Warrants [Member] | ||
Expected dividend | 0% | 0% |
Risk free interest | 3.76% | 0.82% |
Expected volatility | 208.90% | 200.90% |
Expected term | 3 years 8 months 12 days | 4 years 5 months 12 days |
Commitment And Warrants [Member] | ||
Expected dividend | 0% | |
Risk free interest | 0.65% | |
Expected volatility | 201.70% | |
Expected term | 5 years |
Convertible Note and Derivat_11
Convertible Note and Derivative Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 19, 2020 | Dec. 31, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 15, 2021 | |
Received proceeds totaling | $ 0 | $ 100,000 | $ 100,000 | |||
Derivative Liabilities [Member] | ||||||
Received proceeds totaling | $ 70,000 | |||||
Interest rate per annum | 8% | 8% | ||||
Conversion 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 | 17,656 | $ 12,869 | ||||
Derivative liability convertible notes | 80,000 | |||||
Derivative liabilities | $ 72,689 | |||||
Principal amount | $ 115,000 | |||||
Total investment | 100,000 | |||||
Obligation of payment | $ 2,000 |
Unsecured ShortTerm Advance fro
Unsecured ShortTerm Advance from Third Party (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Unsecured ShortTerm Advance from Third Party (Details Narrative) | ||
Commercial Paper | $ 100,000 | $ 100,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 27, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 27, 2017 | Sep. 01, 2016 | |
Due to related party | $ 13,672 | $ 13,672 | $ 10,674 | |||||||
Cubesquare Llc [Member] | ||||||||||
Due to related party | $ 50,000 | $ 50,000 | $ 10,000 | |||||||
Interest rate per annum | 8% | 8% | 8% | 8% | ||||||
Interest expense | $ 997 | $ 1,008 | $ 2,981 | $ 2,991 | ||||||
Principal amount - related party convertible note modified to 6% promissory note | $ 35,873 | |||||||||
Aggregate principal amount - related party convertible note modified to 6% promissory note | 25,000 | |||||||||
Accrued interest payable - related party convertible note modified to 6% promissory note | $ 10,873 | |||||||||
Ido Merfeld [Member] | ||||||||||
Due to related party | 50,000 | 50,000 | 21,000 | $ 1,169 | ||||||
Accounts payable and accrued liabilities | 1,169 | 1,169 | 10,674 | |||||||
Advances amount | 71,000 | 71,000 | ||||||||
Jonah Meer [Member] | ||||||||||
Due to related party | 135,000 | 135,000 | $ 70,000 | |||||||
Accounts payable and accrued liabilities | $ 16,000 | 16,000 | 16,900 | |||||||
Additional advances received | 62,500 | |||||||||
Payment of advances | 900 | 11,575 | ||||||||
Advances amount | $ 267,500 | $ 205,000 |
Intellectual Property License_2
Intellectual Property License Agreement and Sponsored Research Agreement (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Intellectual Property License Agreement and Sponsored Research Agreement (Details Narrative) | ||
License issue fee | $ 25,000 | |
Default payment interest charges, percentage | 10% | |
Annual license maintenance fee | $ 25,000 | |
Earned royalty, percentage | 2% | |
Royalty expense, first quarter | $ 500,000 | |
Royalty expense, second quarter | 1,000,000 | |
Royalty expense, third quarter | 2,000,000 | |
Licence expense | $ 18,750 | $ 18,750 |
Sublicense consideration, percent | 15% |
Stock Plan (Details)
Stock Plan (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Research and Development Expense [Member] | ||||
Stock option compensation allocated expenses | $ 0 | $ 0 | $ 0 | $ 6,200 |
Stock Plan (Details 1)
Stock Plan (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stock Plan | ||
Shares Outstanding, beginning of period | 4,098,332 | 3,276,666 |
Shares, Granted | 0 | 975,000 |
Shares, exercised | $ 0 | $ 0 |
Shares, Canceled/forfeited | (50,000) | (153,334) |
Shares Outstanding, end of the period | 4,048,332 | 4,098,332 |
Shares Options exercisable, end of period | 4,048,332 | 4,098,332 |
Weighted Average Shares Exercise Price, Outstanding, beginning of period | $ 2 | $ 1.98 |
Weighted Average Shares Exercise Price, Granted | 0 | 2 |
Weighted Average Shares Exercise Price, Exercised | 0 | 0 |
Weighted Average Exercise Price, Canceled/forfeited | 0 | 2 |
Weighted Average Exercise Price, Options exercisable, end of period | 2 | 2 |
Weighted Average Exercise Price, Weighted average fair value of options granted | $ 2 | $ 1.98 |
Outstanding, Weighted Average Remaining Contractual Life, beginning of period | 3 years 29 days | 3 years 3 months 10 days |
Outstanding, Weighted Average Remaining Contractual Life, enf of period | 2 years 3 months 14 days | 3 years 29 days |
Options exercisable, Weighted Average Remaining Contractual Life, end of period | 2 years 3 months 14 days | 3 years 29 days |
Stock Plan (Details Narrative)
Stock Plan (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Feb. 10, 2021 | Dec. 10, 2020 | Feb. 10, 2020 | Dec. 10, 2019 | Dec. 10, 2018 | Apr. 16, 2022 | Dec. 22, 2021 | Jun. 25, 2019 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Jan. 31, 2021 | Jul. 15, 2020 | |
Stock Options Granted To Employees [Member] | |||||||||||||
Granted an option to purchase of common stock | 100,000 | 10,000 | 6,666 | 33,334 | |||||||||
Weighted average excercise price | $ 2 | $ 2 | |||||||||||
Description of services agreement | 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 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, 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 | ||||||||||
Unrecognized compensation | $ 0 | ||||||||||||
Stock Options Granted To Science Advisor And Business Advisors [Member] | |||||||||||||
Granted an option to purchase of common stock | 50,000 | ||||||||||||
Weighted average excercise price | $ 2 | $ 2 | |||||||||||
Expiry date | February 10, 2024 | February 10, 2023 | |||||||||||
Unvested options | 25,000 | 25,000 | 25,000 | ||||||||||
Share exercisable | 25,000 | ||||||||||||
Stock Options Granted To Officers [Member] | |||||||||||||
Granted an option to purchase of common stock | 100,000 | 10,000 | 325,000 | 100,000 | |||||||||
Weighted average excercise price | $ 2 | $ 2 | |||||||||||
Description of services agreement | 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 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 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 | 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 |
Capital Stock (Details)
Capital Stock (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Capital Stock | ||
Warrants Outstanding Beginning | 295,000 | 180,000 |
Warrants Granted | 0 | 115,000 |
Warrants, canceled/forfieted | 0 | 0 |
Warrants Exercised | 0 | 0 |
Warrants Outstanding Ending | 295,000 | 295,000 |
Weighted Average Exercise Price Outstanding Beginning | $ 1 | $ 1 |
Weighted Average Exercise Price Granted | 0 | 1 |
Weighted Average Exercise Price Canceled/Forfeited | 0 | 0 |
Weighted Average Exercise Price Exercised | 0 | 0 |
Weighted Average Exercise Price Outstanding End | $ 295,000 | $ 1 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - $ / shares | 1 Months Ended | 9 Months Ended | |
Jun. 15, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common stock exercise price per share | $ 1 | ||
Common Stock, Shares, Issued | 13,289,789 | 13,289,789 | |
Common Stock, Shares, Outstanding | 13,289,789 | 13,289,789 | |
Number of new share issued | 115,000 | ||
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 |