Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
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 | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 13,589,789 | |
Entity File Number | 000-55800 | |
Entity Incorporation State Country Code | WY | |
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 | |
Local Phone Number | 945-2080 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 7,146 | $ 3,069 |
Total current assets | 7,146 | 3,069 |
TOTAL ASSETS | 7,146 | 3,069 |
Current liabilities | ||
Accounts payable and accrued liabilities | 134,814 | 128,285 |
Accounts payable and accrued liabilities - related party | 81,133 | 42,671 |
Demand loans, related party | 85,873 | 85,873 |
Advances from related party | 411,000 | 358,500 |
Unsecured short-term advances | 100,000 | 100,000 |
Convertible notes, net of debt discount | 258,674 | 208,247 |
Derivative liabilities | 353,514 | 358,775 |
Total current liabilities | 1,425,008 | 1,282,351 |
Total liabilities | 1,425,008 | 1,282,351 |
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; 13,589,789 and 13,439,789 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 1,359 | 1,344 |
Additional paid-in capital | 8,726,592 | 8,254,316 |
Accumulated deficit | (10,145,815) | (9,534,944) |
Total stockholders' deficit | (1,417,862) | (1,279,282) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 7,146 | $ 3,069 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 13,589,789 | 13,439,789 |
Common stock, shares outstanding | 13,589,789 | 13,439,789 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) | ||||
Net sales | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
Research and development expenses | 378,678 | 6,250 | 375,792 | 23,596 |
Professional fees | 9,647 | 8,999 | 50,867 | 62,904 |
General and administrative expenses | 51,230 | 7,202 | 73,256 | 30,571 |
Total operating expenses | 439,555 | 22,451 | 499,915 | 117,071 |
Loss from operations | (439,555) | (22,451) | (499,915) | (117,071) |
Other income (expense) | ||||
Loss on extinguish debt | 0 | 0 | (33,932) | 0 |
Interest expense | (14,201) | (6,875) | (91,079) | (69,406) |
Change in fair market value of derivative liabilities | (75,911) | 105,090 | 14,055 | 69,785 |
Total other income (expense) | (90,112) | 98,215 | (110,956) | 379 |
Net income (loss) | $ (529,667) | $ 75,764 | $ (610,871) | $ (116,692) |
Net income (loss) per common share - basic | $ (0.04) | $ 0.01 | $ (0.05) | $ (0.01) |
Net income (loss) per common share - diluted | $ 0 | $ 0 | $ (0.03) | $ (0.01) |
Weighted average shares outstanding | ||||
Basic | 13,589,789 | 13,289,789 | 13,498,581 | 13,289,789 |
Diluted | 20,508,925 | 18,761,704 | 20,417,717 | 18,761,704 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Common Stock | Series A, Preferreds Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
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) |
Balance, shares at Dec. 31, 2022 | 13,439,789 | 2,000 | |||
Balance, amount at Dec. 31, 2022 | (1,279,282) | $ 1,344 | $ 2 | 8,254,316 | (9,534,944) |
Net loss for the period | (68,458) | $ 0 | $ 0 | 0 | (68,458) |
Balance, shares at Mar. 31, 2023 | 13,439,789 | 2,000 | |||
Balance, amount at Mar. 31, 2023 | (1,347,740) | $ 1,344 | $ 2 | 8,254,316 | (9,603,402) |
Balance, shares at Dec. 31, 2022 | 13,439,789 | 2,000 | |||
Balance, amount at Dec. 31, 2022 | (1,279,282) | $ 1,344 | $ 2 | 8,254,316 | (9,534,944) |
Net loss for the period | (610,871) | ||||
Balance, shares at Sep. 30, 2023 | 13,589,789 | 2,000 | |||
Balance, amount at Sep. 30, 2023 | (1,417,862) | $ 1,359 | $ 2 | 8,726,592 | (10,145,815) |
Balance, shares at Mar. 31, 2023 | 13,439,789 | 2,000 | |||
Balance, amount at Mar. 31, 2023 | (1,347,740) | $ 1,344 | $ 2 | 8,254,316 | (9,603,402) |
Net loss for the period | (12,746) | $ 0 | 0 | 0 | (12,746) |
Issuance of common stock for note amendment, shares | 150,000 | ||||
Issuance of common stock for note amendment, amount | 52,500 | $ 15 | $ 0 | 52,485 | 0 |
Balance, shares at Jun. 30, 2023 | 13,589,789 | 2,000 | |||
Balance, amount at Jun. 30, 2023 | (1,307,986) | $ 1,359 | $ 2 | 8,306,801 | (9,616,148) |
Net loss for the period | (529,667) | 0 | 0 | 0 | (529,667) |
Stock based compensation | 419,791 | $ 0 | $ 0 | 419,791 | 0 |
Balance, shares at Sep. 30, 2023 | 13,589,789 | 2,000 | |||
Balance, amount at Sep. 30, 2023 | $ (1,417,862) | $ 1,359 | $ 2 | $ 8,726,592 | $ (10,145,815) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows From Operating Activities | ||
Net loss | $ (610,871) | $ (116,692) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock based compensation | 419,791 | 0 |
Noncash interest | 38,000 | 0 |
Accretion of debt discount | 27,789 | 53,315 |
Loss on debt extinguishment | 33,932 | 0 |
Change in fair market value of derivative liabilities | (14,055) | (69,785) |
Changes in operating assets and liabilities: | ||
Increase in accounts payable and accrued liabilities | 18,529 | 40,541 |
Increase in accounts payable and accrued liabilities, related party | 38,462 | 3,523 |
Net cash used by operating activities | (48,423) | (89,098) |
Cash Flows From Investing Activities | ||
Net cash provided from (used by) investing activities | 0 | 0 |
Cash Flows From Financing Activities | ||
Advances from related party | 52,500 | 62,500 |
Net cash provided from financing activities | 52,500 | 62,500 |
Increase (decrease) in cash and cash equivalents | 4,077 | (26,598) |
Cash at beginning of year | 3,069 | 35,065 |
Cash at end of period | 7,146 | 8,467 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES | ||
Common stock issued under Note amendment | 52,500 | 0 |
Accrued interest payable modified upon Note amendment | 12,000 | 0 |
Derivative liability associated with debt discount under Note amendment | 29,461 | 0 |
Derivative liability associated with warrants under Note amendment | 2,012 | 0 |
Convertible notes - related party modified to 6% promissory note | 0 | 25,000 |
Convertible notes - related party modified to 6% promissory note | $ 0 | $ 10,873 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
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 products, treatments and technologies to combat neuronal and infectious 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 unique know how and intellectual properties in the fields of molecular biology, stem cells, drug development and tissue engineering, for deployment in the fight against neuronal and infectious diseases and other related indications. The Company’s search is 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, 2023 | |
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, 2023 and December 31, 2022: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of September 30, 2023: Liabilities Derivative liabilities $ - $ - $ 353,514 As of December 31, 2022: Liabilities Derivative liabilities $ - $ - $ 358,775 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: September 30, 2023 September 30, 2022 Research warrants at 3% of issued and outstanding shares 407,694 398,694 Convertible notes 737,410 593,637 Series A preferred shares 700 700 Stock options, vested 4,678,334 4,048,332 Stock options, unvested 799,998 - Stock purchase warrants 295,000 295,000 Total 6,919,136 5,336,363 Recently Issued Accounting Pronouncements Adopted In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company’s operations, financial position or cash flows. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2023 | |
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 totaling $72,500 in unsecured advances from related parties in the year ended December 31, 2022 and a further $52,500 in unsecured advances from related parties during the current nine months ended September 30, 2023, it does not believe its resources will be sufficient to meet its operating and capital needs beyond the third quarter of 2023. 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 from 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. |
Convertible Note Related Party
Convertible Note Related Party and Derivative Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
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% non-convertible promissory note to CubeSquare in the principal amount of $35,873 (the “New Note”), 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. There is no derivative liability associated with the New Note given the absence of a conversion feature. The carrying value of these convertible notes is as follows: September 30, 2023 December 31, 2022 Face value of certain convertible notes $ - $ 25,000 Convertible notes extinguished - (25,000 ) Carrying value $ - $ - Interest expenses associated with the convertible notes are as follows: For Three Months Ended September 30, For Nine Months Ended September 30, 2023 2022 2023 2022 Interest on the convertible notes $ - $ 432 $ - $ 1,424 As of September 30, 2023 and December 31, 2022, the unpaid interest balance under accounts payable and accrued liabilities – related party was $0. 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, 2021 $ 73,099 Change in fair value for the nine-month period (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 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 101%-103 % 181%-182 % 101%~56 % Expected term 0.92 - 1 year 0.67 - 0.74 year 0 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, 2023 | |
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. The Company extended the maturity date of the notes to December 2022 upon initial maturity, and further extended the maturity date to December 2023 under the same terms and conditions during the year ended December 31, 2022. 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 Company extended the maturity date to February 2023 upon initial maturity, and further extended the maturity date to February 2024 under the same terms and conditions during the year ended December 31, 2022. The carrying value of these convertible notes is as follows: September 30, 2023 December 31, 2022 Face value of certain convertible notes $ 80,000 $ 80,000 Carrying value $ 80,000 $ 80,000 Interest expenses associated with the convertible notes are as follows: For Three Months Ended September 30, For Nine Months Ended September 30, 2023 2022 2023 2022 Interest on the convertible notes $ 1,613 $ 1,613 $ 4,787 $ 4,787 Amortization of debt discount - - - 541 Total $ 1,613 $ 1,613 $ 4,787 $ 5,328 As of September 30, 2023 and December 31, 2022, the unpaid interest balance under accounts payable and accrued liabilities was $24,056 and $19,269, respectively. The convertible notes qualify for derivative accounting and bifurcation under ASC 815. As of September 30, 2023 and December 31, 2022, the fair value of the derivative liability associated with the conversion feature is summarized as follows: Balance at December 31, 2022 $ 57,033 Change in fair value 3,401 Balance at September 30, 2023 60,434 The convertible notes qualify for derivative accounting and bifurcation under 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, 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, 2023 and December 31, 2022 and the commitment date: Commitment Date December 31, 2022 September 30, 2023 Expected dividends 0 0 0 Expected volatility 154%-173 % 194.20%-201.98 % 190%-228 % Expected term 2.10 years 1.08 - 1.22 years 0.33~ 0.47 years Risk free interest rate 1.42-1.65 % 4.41 % 5.55 % 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. (2) 8% Convertible note with warrants issued on June 15, 2021 (Cont’d) 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 in a timely manner 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. As of June 15, 2022, the Note and accrued interest totaling $124,200 was not repaid on maturity, constituting an event of default increasing the repayment value of the note to an amount equal to 150% of the principal balance and accrued interest outstanding, or $186,300. On December 7, 2022, the Company and Quick Capital amended the Note to extend the maturity date thereof to June 15, 2023, and amended the Warrant maturity date to June 15, 2027. Further Quick Capital agreed to reduce the outstanding balance of the Note from $186,300 to $150,000 in consideration for the issuance of 150,000 shares of unregistered, restricted common stock valued at $76,350. As of June 15, 2023, the Note and accrued interest totaling $162,000 was not repaid on maturity, constituting an event of default increasing the repayment value of the note to an amount equal to 150% of the principal balance and accrued interest outstanding, or $243,000. On June 15, 2023, the Company and Quick Capital amended the Note to extend the maturity date thereof to June 15, 2024, and amended the Warrant maturity date to June 15, 2028. Further Quick Capital agreed to reduce the outstanding balance of the Note from $243,000 to $200,000 in consideration for the issuance of 150,000 shares of unregistered, restricted common stock valued at $52,500. The unpaid balance of the Note continues to accrue interest at 8% per annum. 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 fair value of the Quick Note and Quick Warrant embedded default derivatives liability has been valued as of September 30, 2023 and December 31, 2022. The carrying value of the Quick Note is as follows: September 30, 2023 December 31, 2022 Face value of Quick Note $ 200,000 $ 150,000 Less: unamortized discount (21,326 ) (21,753 ) Carrying value $ 178,674 $ 128,247 (2) 8% Convertible note with warrants issued on June 15, 2021 (Cont’d) Interest expenses associated with the conversion feature are as follows: For Three Months Ended September 30, For Nine Months Ended September 30, 2023 2022 2023 2022 Interest on Quick Note $ 4,033 $ 2,319 $ 15,901 $ 6,881 Default interest - - 38,000 - Amortization of debt discount 7,015 - 27,789 52,774 Total $ 11,048 $ 2,319 $ 81,690 $ 59,655 As of September 30, 2023 and December 31, 2022, the unpaid interest balance under accounts payable and accrued liabilities was $4,690 and $789, respectively. The loss related to extinguishment on June 15, 2023 is as follows: 150,000 common stock issued $ 52,500 Extinguish derivative liability – convertible note (22,679 ) Unamortized debt discount 2,099 Derivative Liability associated with warrants 2,012 Loss on extinguishment of debt upon amended $ 33,932 As a result of the application of ASC 815 as of September 30, 2023 and December 31, 2022, the fair value of the derivative liability associated with the conversion feature is summarized as follows: Balance at December 31, 2022 $ 301,742 Extinguish – convertible note associated with amended (22,679 ) Debt discount, day one, amended convertible note payable 29,461 Derivative Liability associated with warrants 2,012 Change in fair value – convertible note 5,295 Change in fair value – warrants (22,751 ) Balance at September 30, 2023 $ 293,080 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, 2023 and December 31, 2022 and the commitment date: Convertible note: Commitment Date December 31, 2022 September 30, 2023 June 15, 2023 Expected dividends 0 0 0 0 Expected volatility 307.10 % 119.70 % 144.10 % 95.60 % Expected term 1 year 0.45 years 0.71 year 1 year Risk free interest rate 0.18 % 4.37 % 5.22 % 4.83 % (2) 8% Convertible note with warrants issued on June 15, 2021 (Cont’d) Warrants: Commitment Date December 31, 2022 September 30, 2023 June 15, 2023 Expected dividends 0 0 0 0 Expected volatility 201.70 % 219.10 % 217.0 % 207.50 % Expected term 5 years 4.45 years 4.71 years 5.00 years Risk free interest rate 0.65 % 4.27 % 5.07 % 4.53 % 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, 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 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 % 3.76 % |
Unsecured ShortTerm Advance fro
Unsecured ShortTerm Advance from Third Party | 9 Months Ended |
Sep. 30, 2023 | |
Unsecured ShortTerm 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, 2023 and December 31, 2022. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
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 $2,992 for the three and nine months ended September 30, 2023. The Company recorded interest expenses of $997 and $2,981 for the three and nine months ended September 30, 2022. 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 $543 and $1,610 for the three and nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022, the unpaid interest balance under accounts payable and accrued liabilities – related party in respect of the aforementioned notes was $19,836 and $15,234, 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 $72,500 in advances was received from Mr. Meer during the year ended December 31, 2022. An additional $47,500 in advances was received from Mr. Meer during the nine months ended September 30, 2023. Mr. Meer is owed $325,000 and $277,500 in respect to these advances at September 30, 2023 and December 31, 2022, 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. During the nine-months ended September 30, 2023, the Company received an additional $5,000 from Ido Merfeld. Mr. Merfeld is owed $76,000 and $71,000 in respect to these advances at September 30, 2023 and December 31, 2022, respectively. 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, 2023 and December 31, 2022. (3) Others Jonah Meer, the Company’s Chief Executive Officer, made payments of $27,720 to various vendors during the nine months ended September 30, 2023. The balance payable to Mr. Meer of $60,128 and $26,268 is reflected in accounts payable, related party as of September 30, 2023 and December 31, 2022, respectively. 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, 2023 and December 31, 2022. |
Intellectual Property License A
Intellectual Property License Agreement and Sponsored Research Agreement | 9 Months Ended |
Sep. 30, 2023 | |
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. On May 30, 2023, Dartmouth issued the Company a Notice of Default that the Company had materially breached its license obligations, for (i) failing to provide progress reports every six months (ii) for failing to pay Dartmouth an annual license fee of $25,000 (iii) for owing $4,877 for patent costs attributable to the Dartmouth patent (iv) for not funding no less than $1,000,000 of research towards development of licensed products in each calendar year beginning in calendar year 2019. The notice further provided that should the Company fail to pay the invoices by June 13, 2023, and fail to provide the required reports and cure all defaults under the license within thirty days Dartmouth will provide a notice of termination. To date Qrons has not cured the defaults, nor has Dartmouth issued a notice of termination. In light of the Company’s decision to advance its research with tellurium-based compounds, as more fully set forth in a License Agreement Term Sheet dated July 17, 2023, the Company and Dartmouth have had ongoing discussions as to the terms of terminating the Dartmouth license. The parties hope to terminate the license agreement on mutually agreeable terms, although there can be no such guarantee that such an agreement can be reached. During the three- and nine-month periods ended September 30, 2023, the Company recorded a gain of $0 and $8,333, respectively in order to reverse previously accrued license fee expenses for fiscal 2023. Further, the Company expensed $0 and $4,877 during the three and nine months ended September 30, 2023 with respect to reimbursements to Dartmouth for certain patent costs. During the three and nine months ended September 30, 2022, the Company expensed $6,250 and $18,750, respectively, as license fees under the terms of the aforementioned agreement. As of September 30, 2023, the Company owed $54,877 to Dartmouth. |
License Agreement Term Sheet
License Agreement Term Sheet | 9 Months Ended |
Sep. 30, 2023 | |
License Agreement Term Sheet | |
License Agreement Term Sheet | Note 9 –License Agreement Term Sheet On July 17, 2023 the Company entered into a License Agreement Term Sheet (the “Agreement”) with Professors Benjamin Sredni and Michael Albeck (the “Professors”) and Dr. Ido Merfeld (“Merfeld), the Company’s President and co-Founder. Under the Agreement the Professors, inventors of certain patents, applications, processes and who possess certain related know-how particularly as to AS101 Tellurium based compounds, (the “Background IP”) agreed to license the Background IP to Qrons. Merfeld is the inventor of certain patents and possesses certain related know-how particularly as to Pseudopolyrotaxanes and Cyclodextrins, all owned by the Company (“Qrons IP”). The Professors granted Qrons an exclusive world-wide, perpetual license to the Background IP, unless the Background IP is returned should Qrons fail to meet certain fundraising and prosecution milestones. The Background IP, independently or together with the Qrons IP will be used as part of a new research program allowing for the use of all Background IP by Qrons to experiment and commercialize the therapeutic effect of certain Tellurium based compounds on antibiotic resistance bacterial infections, Sepsis and Traumatic brain injuries (“Tellurium Research”). The Tellurium Research will be allowed to expand to include other indications as progress warrants and agreed by the parties. The Professors and Merfeld as co-inventors will enter into a new patent filing for treating sepsis with certain Tellurium based compounds independently and in combination with Cyclodextrins, to be known as the “New Patent”. The New Patent will be assigned to Qrons, subject to Qrons rights under the Agreement. As part of the Tellurium Research program the Professors will join Qrons’ Scientific Advisory Board. All new intellectual properties and/or Know-how discovered and/or generated by The Tellurium Research (“Forward IP”) will be the sole property of Qrons. All the Background IP will remain to be the sole property of the Professors until an Exit Event occurs. All additional patents developed, invented or otherwise during the course of the Tellurium Research will be filed, prosecuted, and maintained by Qrons. Qrons and the Professors will share the expenses relating to the filing, prosecution and maintenance of the provisional period of the New Patent. Thereafter, all expenses related to the New Patent shall be the sole responsibility of Qrons. Qrons is tasked with raising $2 million funds to support Tellurium Research. If within a year after the commencement of the Agreement, Qrons fails to raise at least $2 million, the license will be terminated unless agreed otherwise by the parties. If Qrons shall (i) fail to prosecute and maintain in due order the New Patent or (ii) fail to launch a Phase 1 program with the FDA or a comparable European regulatory agency for at least one Tellurium based treatment on or before the three-year (3) anniversary of the date of the Agreement, then the Professors may terminate the license. In the case of termination of the Agreement, Qrons shall at the request of the Professors transfer to the Professors & Merfeld ownership of the New Patent as well as the files, documents, research and new know how, in relation to the sepsis research. As consideration for joining the Scientific Advisory Board, The Professors each received a grant of 150,000 common stock options exercisable at $0.50 with one-third (1/3) being immediately exercisable, and an additional one-third (1/3) exercisable on each of the first- and second-year anniversary dates of the Agreement. Each option shall have a 3-year term for which to exercise the option. Adv. Avichai Isaschar and Hananel Levy will join the Company’s Business Advisory Board and as consideration each received a grant of 50,000 common stock options exercisable at $1.00 each with one-third (1/3) being immediately exercisable, and an additional one-third (1/3) exercisable on each of the first- and second-year anniversary dates of the Agreement. Each option shall have a 3-year term for which to exercise the option. In consideration of the Background IP, Qrons issued to the Professors, to be held as directed by them a total of 800,000 common stock options to purchase shares of Qrons common stock at an exercise price of $1.00 per share, fifty percent (50%) which shall be exercisable on the date of execution of the Agreement and the balance exercisable 1 year from the date of the Agreement. Should the Professors request to receive back the rights to the New Patent “all un-exercised options immediately expire.” In consideration of licensing the Background IP, Qrons shall pay the Professors an earned Royalty of 2% (1% each) Net Sales of any Tellurium based transactions, anywhere in the World and pay to the Professors fifteen percent (15%) of all Sublicense Consideration received by Qrons and each Affiliate under a Sublicense. In the case of a Qrons Exit Event (as defined in the Agreement) the Professors shall transfer full ownership of the Background IP to Qrons and in exchange receive two percent (2%) (1% each) of any consideration received by Qrons as part of such Exit Event. |
Stock Plan
Stock Plan | 9 Months Ended |
Sep. 30, 2023 | |
Stock Plan | |
Stock Plan | Note 10 – 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, Business Advisors, Professors and employees On December 22, 2022, the Board granted a five-year option to purchase 325,000 shares of common stock to a scientific advisor. The options have an exercise price of $2.00 per share, are immediately exercisable and were expensed on issue date. During the year ended December 31, 2022, various fully vested three-year stock options to purchase 145,000 shares of common stock of the Company previously granted to science advisors and employees expired unexercised. During the nine months ended September 30, 2023, 50,000 fully vested three-year stock options to purchase 50,000 shares of common stock of the Company previously granted to an employee expired unexercised. On July 17, 2023, under the License Agreement Term Sheet (ref: Note 9) the Board awarded Professors the following three-year stock options: (i) an immediately exercisable option to purchase 266,668 shares of common stock at an exercise price of $1.00 per share, (ii) an option to purchase 266,666 shares of common stock exercisable on July 15, 2024 at an exercise price of $1.00 per share and (iii) an option to purchase 266,666 shares of common stock exercisable on July 15, 2025 at an exercise price of $1.00 per share, provided the advisors are still providing services to the Company. On July 17, 2023, under the License Agreement Term Sheet (ref: Note 9) the Board awarded its Science Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 100,000 shares of common stock at an exercise price of $0.50 per share, (ii) an option to purchase 100,000 shares of common stock exercisable on July 15, 2024 at an exercise price of $0.50 per share and (iii) an option to purchase 100,000 shares of common stock exercisable on July 15, 2025 at an exercise price of $0.50 per share, provided the advisors are still providing services to the Company. On July 17, 2023, under the License Agreement Term Sheet (ref: Note 9) the Board awarded its Businesses Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 33,334 shares of common stock at an exercise price of $1.00 per share, (ii) an option to purchase 33,334 shares of common stock exercisable on July 15, 2024 at an exercise price of $1.00 per share and (iii) an option to purchase 33,332 shares of common stock exercisable on July 15, 2025 at an exercise price of $1.00 per share, provided the advisors are still providing services to the Company. The fair value of new option award during the nine-months ended September 30, 2023 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 229.85 % Risk-free interest rate 4.34 % Expected life (years) 3 Stock Price $ 0.40 Exercise Price $ 0.50 ~ 1.00 (a) Stock Options granted to Science Advisors, Business Advisors, Professors and employees The following table is the recognized compensation in respect of the above stock option compensation, which amounts have been allocated as below: Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Research and development expenses $ 378,678 $ 378,678 General and administrative expenses 41,113 41,113 Total $ 419,791 $ 419,791 As of September 30, 2023 and December 31, 2022, total unrecognized compensation remaining to be recognized in future periods totaled $253,392 and $0, respectively. Details of outstanding options for employees, professors, scientific advisors and business advisors at September 30, 2023 are below: Grant date Vested Unvested Exercise price Expiry Scientific Advisors 12/10/18 145,000 - $ 2.00 12/10/23 12/17/19 33,333 - $ 2.00 12/17/23 12/17/19 33,333 - $ 2.00 12/17/24 12/10/20 100,000 - $ 2.00 12/10/25 12//22/21 325,000 - $ 2.00 12/22/26 12/22/22 325,000 - $ 2.00 12/22/27 07/17/23 50,000 - $ 0.50 07/17/26 07/17/23 50,000 50,000 $ 0.50 07/17/27 07/17/23 50,000 50,000 $ 0.50 07/17/28 07/17/23 50,000 - $ 0.50 07/17/26 07/17/23 50,000 50,000 $ 0.50 07/17/27 07/17/23 50,000 50,000 $ 0.50 07/17/28 Business Advisors 07/17/23 16,667 - $ 1.00 07/17/26 07/17/23 16,667 16,667 $ 1.00 07/17/27 07/17/23 16,666 16,666 $ 1.00 07/17/28 07/17/23 16,667 - $ 1.00 07/17/26 07/17/23 16,667 16,667 $ 1.00 07/17/27 07/17/23 16,666 16,666 $ 1.00 07/17/28 Employees 12/10/18 33,333 - $ 2.00 12/10/23 07/01/19 33,333 - $ 2.00 07/01/24 Professors 07/17/23 133,334 - $ 1.00 07/17/26 07/17/23 133,333 133,333 $ 1.00 07/17/27 07/17/23 133,333 133,333 $ 1.00 07/17/28 07/17/23 133,334 - $ 1.00 07/17/26 07/17/23 133,333 133,333 $ 1.00 07/17/27 07/17/23 133,333 133,333 $ 1.00 07/17/28 (b) Stock Options granted to Officers: On December 4, 2022, a five-year stock option to purchase 600,000 shares of common stock of the Company previously granted to officers expired unexercised. On December 22, 2022, 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, are immediately exercisable and were expensed on issue date. Following are the details of stock options granted to our officers at September 30, 2023: Name Grant date Exercisable Exercise price Expiry Jonah Meer 12/10/18 325,000 $ 2.00 12/10/23 12/17/19 325,000 $ 2.00 12/17/24 12/10/20 325,000 $ 2.00 12/10/25 12/22/21 325,000 $ 2.00 12/22/26 12/22/22 325,000 $ 2.00 12/22/27 Ido Merfeld 12/10/18 325,000 $ 2.00 12/10/23 12/17/19 325,000 $ 2.00 12/17/24 12/10/20 325,000 $ 2.00 12/10/25 12/22/21 325,000 $ 2.00 12/22/26 12/22/22 325,000 $ 2.00 12/22/27 As of September 30, 2023 and 2022 there was no unrecognized compensation with respect to the aforementioned stock options remaining to be recognized in future periods. A summary of the activity for the Company’s stock options at September 30, 2023 and December 31, 2022, is as follows: September 30, 2023 December 31, 2022 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 4,328,332 $ 2 3.03 4,098,332 $ 2 3.08 Granted 1,200,000 $ 0.88 - 975,000 $ 2 - Exercised - $ - - - $ - - Canceled/forfeited (50,000 ) $ 2 - (745,000 ) $ 2 - Outstanding, end of period 5,478,332 $ 1.75 2.64 4,328,332 $ 2 3.03 Options exercisable, end of period 4,678,334 $ 1.90 2.35 4,328,332 $ 2 3.03 Weighted average fair value of options granted $ 1.75 $ 2 |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2023 | |
Capital Stock | |
Capital Stock | Note 11 – 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, 2023 and December 31, 2022. Common Stock In June 2023, the Company issued 150,000 shares of its common stock to Quick Capital LLC with a value of $52,500 related to a loan amendment (Note 5). There were 13,589,789 and 13,439,789 shares of common stock issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. Common Stock Purchase Warrants As of September 30, 2023 and December 31, 2022, the following common stock purchase warrants were outstanding: Warrants Weighted Average Exercise Price Outstanding – December 31, 2021 295,000 $ 1.00 Granted - - Canceled/forfeited - - Exercised - - Outstanding – December 31, 2022 295,000 1.00 Granted - - Canceled/forfeited - - Exercised - - Outstanding – September 30, 2023 295,000 $ 1.00 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, 2023 | |
Subsequent Events | |
Subsequent Events | Note 12 – Subsequent Events On October 1, 2023, the Company entered into an Advisory Board Member Consulting Agreement (the “Agreement”) with Shiri Navon-Venezia (“Venezia”) whereunder Venezia shall provide advisory and consulting services to the Company as part of the Company’s Scientific Advisory Board. As consideration for the services, Venezia has been granted 100,000 three-year stock options at an exercise price of $0.50 per share of which 33,334 stock options shall vest immediately, 33,333 stock options vest on the one-year anniversary date of the Agreement and the remaining 33,333 stock options vest on the two-year anniversary date of the Agreement, provided Venezia is still providing services to the Company. On October 1, 2023, the Company entered into an Advisory Board Member Consulting Agreement (the “Agreement”) with Dr. Motti Ratmansky (“Ratmansky”) whereunder Ratmansky shall continue to provide advisory and consulting services to the Company as part of the Company’s Scientific Advisory Board. As consideration for the services Ratmansky has been granted a five (5) year fully vested stock option to purchase 50,000 shares of the Company’s common stock at an exercise price of $2.00 per share. On November 1, 2023, the Company entered into an Advisory Board Member Consulting Agreement (the “Agreement”) with Dr. Paul Kaye (“Kaye”) whereunder Kaye shall provide advisory and consulting services to the Company as part of the Company’s Scientific Advisory Board. As consideration for the services Kaye has been granted 50,000 three-year stock options at an exercise price of $2.00 per share of which 16,666 vest immediately, 16,667 stock options vest on the one-year anniversary date of the Agreement and the remaining 16,667 stock options vest on the two-year anniversary date of the Agreement, provided Kaye is still providing services to the Company. 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, 2023 | |
Summary of Significant Accounting Policies | |
Financial Statement Presentation: | 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 | 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, 2023 and December 31, 2022: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of September 30, 2023: Liabilities Derivative liabilities $ - $ - $ 353,514 As of December 31, 2022: Liabilities Derivative liabilities $ - $ - $ 358,775 |
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: September 30, 2023 September 30, 2022 Research warrants at 3% of issued and outstanding shares 407,694 398,694 Convertible notes 737,410 593,637 Series A preferred shares 700 700 Stock options, vested 4,678,334 4,048,332 Stock options, unvested 799,998 - Stock purchase warrants 295,000 295,000 Total 6,919,136 5,336,363 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Adopted In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company’s operations, financial position or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of fair value of derivative liabilities | Derivative liabilities |
Schedule of reflects the potentially dilutive securities | September 30, 2023 September 30, 2022 Research warrants at 3% of issued and outstanding shares 407,694 398,694 Convertible notes 737,410 593,637 Series A preferred shares 700 700 Stock options, vested 4,678,334 4,048,332 Stock options, unvested 799,998 - Stock purchase warrants 295,000 295,000 Total 6,919,136 5,336,363 |
Convertible Note Related Part_2
Convertible Note Related Party and Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Note Related Party and Derivative Liabilities | |
Schedule of carrying value of convertible notes | September 30, 2023 December 31, 2022 Face value of certain convertible notes $ - $ 25,000 Convertible notes extinguished - (25,000 ) Carrying value $ - $ - |
Schedule of intrest on the convertible note | For Three Months Ended September 30, For Nine Months Ended September 30, 2023 2022 2023 2022 Interest on the convertible notes $ - $ 432 $ - $ 1,424 |
Schedule of derivative liability associated with the conversion | Balance at December 31, 2021 $ 73,099 Change in fair value for the nine-month period (73,099 ) Balance at September 30, 2022 $ - |
Schedule of derivative liability based upon management assumptions | Commitment Date December 31, 2021 September 30, 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 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, 2023 | |
Convertible Note and Derivative Liabilities | |
Carrying value of these convertible notes | September 30, 2023 December 31, 2022 Face value of certain convertible notes $ 80,000 $ 80,000 Carrying value $ 80,000 $ 80,000 |
Interest expenses associated with the convertible notes | For Three Months Ended September 30, For Nine Months Ended September 30, 2023 2022 2023 2022 Interest on the convertible notes $ 1,613 $ 1,613 $ 4,787 $ 4,787 Amortization of debt discount - - - 541 Total $ 1,613 $ 1,613 $ 4,787 $ 5,328 |
Fair value of the derivative liability associated with the conversion feature | Balance at December 31, 2022 $ 57,033 Change in fair value 3,401 Balance at September 30, 2023 60,434 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, 2022 September 30, 2023 Expected dividends 0 0 0 Expected volatility 154%-173 % 194.20%-201.98 % 190%-228 % Expected term 2.10 years 1.08 - 1.22 years 0.33~ 0.47 years Risk free interest rate 1.42-1.65 % 4.41 % 5.55 % 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 % |
The carrying value of the Quick Note is as follows | September 30, 2023 December 31, 2022 Face value of Quick Note $ 200,000 $ 150,000 Less: unamortized discount (21,326 ) (21,753 ) Carrying value $ 178,674 $ 128,247 |
Interest expenses associated with the conversion | For Three Months Ended September 30, For Nine Months Ended September 30, 2023 2022 2023 2022 Interest on Quick Note $ 4,033 $ 2,319 $ 15,901 $ 6,881 Default interest - - 38,000 - Amortization of debt discount 7,015 - 27,789 52,774 Total $ 11,048 $ 2,319 $ 81,690 $ 59,655 |
Details of the valuation shares of common stock | 150,000 common stock issued $ 52,500 Extinguish derivative liability – convertible note (22,679 ) Unamortized debt discount 2,099 Derivative Liability associated with warrants 2,012 Loss on extinguishment of debt upon amended $ 33,932 |
Fair value of the derivative liability associated with the conversion feature is summarized as follows | Balance at December 31, 2022 $ 301,742 Extinguish – convertible note associated with amended (22,679 ) Debt discount, day one, amended convertible note payable 29,461 Derivative Liability associated with warrants 2,012 Change in fair value – convertible note 5,295 Change in fair value – warrants (22,751 ) Balance at September 30, 2023 $ 293,080 |
Fair value at the commitment and re-measurement dates for the Company's derivative liabilities | Convertible note: Commitment Date December 31, 2022 September 30, 2023 June 15, 2023 Expected dividends 0 0 0 0 Expected volatility 307.10 % 119.70 % 144.10 % 95.60 % Expected term 1 year 0.45 years 0.71 year 1 year Risk free interest rate 0.18 % 4.37 % 5.22 % 4.83 % Warrants: Commitment Date December 31, 2022 September 30, 2023 June 15, 2023 Expected dividends 0 0 0 0 Expected volatility 201.70 % 219.10 % 217.0 % 207.50 % Expected term 5 years 4.45 years 4.71 years 5.00 years Risk free interest rate 0.65 % 4.27 % 5.07 % 4.53 % 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 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 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 % 3.76 % |
Stock Plan (Tables)
Stock Plan (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stock Plan | |
Summary of assumptions at the measurement date | Measurement date Dividend yield 0 % Expected volatility 229.85 % Risk-free interest rate 4.34 % Expected life (years) 3 Stock Price $ 0.40 Exercise Price $ 0.50 ~ 1.00 |
Summary of the activity for unrecognized compensation in respect of the above stock option compensation | Grant date Vested Unvested Exercise price Expiry Scientific Advisors 12/10/18 145,000 - $ 2.00 12/10/23 12/17/19 33,333 - $ 2.00 12/17/23 12/17/19 33,333 - $ 2.00 12/17/24 12/10/20 100,000 - $ 2.00 12/10/25 12//22/21 325,000 - $ 2.00 12/22/26 12/22/22 325,000 - $ 2.00 12/22/27 07/17/23 50,000 - $ 0.50 07/17/26 07/17/23 50,000 50,000 $ 0.50 07/17/27 07/17/23 50,000 50,000 $ 0.50 07/17/28 07/17/23 50,000 - $ 0.50 07/17/26 07/17/23 50,000 50,000 $ 0.50 07/17/27 07/17/23 50,000 50,000 $ 0.50 07/17/28 Business Advisors 07/17/23 16,667 - $ 1.00 07/17/26 07/17/23 16,667 16,667 $ 1.00 07/17/27 07/17/23 16,666 16,666 $ 1.00 07/17/28 07/17/23 16,667 - $ 1.00 07/17/26 07/17/23 16,667 16,667 $ 1.00 07/17/27 07/17/23 16,666 16,666 $ 1.00 07/17/28 Employees 12/10/18 33,333 - $ 2.00 12/10/23 07/01/19 33,333 - $ 2.00 07/01/24 Professors 07/17/23 133,334 - $ 1.00 07/17/26 07/17/23 133,333 133,333 $ 1.00 07/17/27 07/17/23 133,333 133,333 $ 1.00 07/17/28 07/17/23 133,334 - $ 1.00 07/17/26 07/17/23 133,333 133,333 $ 1.00 07/17/27 07/17/23 133,333 133,333 $ 1.00 07/17/28 |
Summary of the activity for recognized compensation in respect of the above stock option compensation | Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Research and development expenses $ 378,678 $ 378,678 General and administrative expenses 41,113 41,113 Total $ 419,791 $ 419,791 |
Schedule of stock options granted to our officers | Name Grant date Exercisable Exercise price Expiry Jonah Meer 12/10/18 325,000 $ 2.00 12/10/23 12/17/19 325,000 $ 2.00 12/17/24 12/10/20 325,000 $ 2.00 12/10/25 12/22/21 325,000 $ 2.00 12/22/26 12/22/22 325,000 $ 2.00 12/22/27 Ido Merfeld 12/10/18 325,000 $ 2.00 12/10/23 12/17/19 325,000 $ 2.00 12/17/24 12/10/20 325,000 $ 2.00 12/10/25 12/22/21 325,000 $ 2.00 12/22/26 12/22/22 325,000 $ 2.00 12/22/27 |
Schedule of stock option activity | September 30, 2023 December 31, 2022 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 4,328,332 $ 2 3.03 4,098,332 $ 2 3.08 Granted 1,200,000 $ 0.88 - 975,000 $ 2 - Exercised - $ - - - $ - - Canceled/forfeited (50,000 ) $ 2 - (745,000 ) $ 2 - Outstanding, end of period 5,478,332 $ 1.75 2.64 4,328,332 $ 2 3.03 Options exercisable, end of period 4,678,334 $ 1.90 2.35 4,328,332 $ 2 3.03 Weighted average fair value of options granted $ 1.75 $ 2 |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Capital Stock | |
Schedule of common stock purchase warrants outstanding | Warrants Weighted Average Exercise Price Outstanding – December 31, 2021 295,000 $ 1.00 Granted - - Canceled/forfeited - - Exercised - - Outstanding – December 31, 2022 295,000 1.00 Granted - - Canceled/forfeited - - Exercised - - Outstanding – September 30, 2023 295,000 $ 1.00 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Level 1 [Member] | ||
Liabilities | ||
Derivative liabilities | $ 0 | $ 0 |
Level 2 [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Level 3 [Member] | ||
Liabilities | ||
Derivative liabilities | $ 353,514 | $ 358,775 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Potentially dilutive securities net loss per share | 6,919,136 | 5,336,363 |
Series A Preferred Shares [Member] | ||
Potentially dilutive securities net loss per share | 700 | 700 |
Stock options vested [Member] | ||
Potentially dilutive securities net loss per share | 4,678,334 | 4,048,332 |
Research Warrants at 3% of issued and outstanding shares [Member] | ||
Potentially dilutive securities net loss per share | 407,694 | 398,694 |
Convertible Note [Member] | ||
Potentially dilutive securities net loss per share | 737,410 | 593,637 |
Stock purchase warrants [Member] | ||
Potentially dilutive securities net loss per share | 295,000 | 295,000 |
Stock options Unvested [Member] | ||
Potentially dilutive securities net loss per share | 799,998 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Summary of Significant Accounting Policies | ||||
Research and development costs | $ 378,678 | $ 6,250 | $ 375,792 | $ 23,596 |
Advertising or marketing costs | $ 0 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Going Concern | |||
Advances from related party | $ 52,500 | $ 62,500 | |
Proceeds from unsecured advances | $ 72,500 |
Convertible Note Related Part_3
Convertible Note Related Party and Derivative Liabilities (Details) - Related Party Debt [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Face value of certain convertible notes | $ 0 | $ 25,000 |
Convertible notes extinguish | 0 | (25,000) |
Carrying value | $ 0 | $ 0 |
Convertible Note Related Part_4
Convertible Note Related Party and Derivative Liabilities (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Interest on the convertible notes | $ 4,033 | $ 2,319 | $ 15,901 | $ 6,881 |
Related Party Debt [Member] | ||||
Interest on the convertible notes | $ 0 | $ 432 | $ 0 | $ 1,424 |
Convertible Note Related Part_5
Convertible Note Related Party and Derivative Liabilities (Details 2) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Beganing balance | $ 358,775 | |
Changes in Fair Value | 3,401 | $ (131,036) |
Ending balance | 353,514 | |
Derivative Liabilities [Member] | ||
Beganing balance | 73,099 | |
Changes in Fair Value | (73,099) | |
Ending balance | $ 0 |
Convertible Note Related Part_6
Convertible Note Related Party and Derivative Liabilities (Details 3) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum [Member] | ||||
Expected term | 3 months 29 days | 3 months | 1 year 29 days | 1 year 29 days |
Maximum [Member] | ||||
Expected term | 5 months 19 days | 4 months 20 days | 1 year 2 months 19 days | 1 year 2 months 19 days |
Related Party Debt [Member] | ||||
Expected dividends | 0% | 0% | ||
Risk free interest rate | 2.22% | 1.06% | ||
Related Party Debt [Member] | Minimum [Member] | ||||
Expected volatility | 101% | 181% | ||
Expected term | 8 months 26 days | |||
Related Party Debt [Member] | Maximum [Member] | ||||
Expected volatility | 56% | 182% | ||
Expected term | 11 months 1 day | |||
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 | 8 months 1 day | |||
Related Party Debt [Member] | Commitment Date [Member] | Maximum [Member] | ||||
Expected volatility | 103% | |||
Expected term | 1 year |
Convertible Note Related Part_7
Convertible Note Related Party and Derivative Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Sep. 27, 2022 | Sep. 27, 2017 | Sep. 30, 2023 | Dec. 31, 2022 | |
Interest rate per annum | 8% | |||
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 | |||
Cubesquare Llc [Member] | ||||
Convertible debenture agreement | $ 15,000 | |||
Ownership percentage | 25% | |||
Interest rate per annum | 8% | 6% | ||
Conversion, description | Any portion of the principal and unpaid interest under the note is convertible at any time at the option 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 | ||
Accounts payable and accrued liabilities related party | $ 0 | $ 0 | ||
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) - Derivative Liabilities [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Face value of certain convertible notes | $ 80,000 | $ 80,000 |
Carrying value | $ 80,000 | $ 80,000 |
Convertible Note and Derivati_4
Convertible Note and Derivative Liabilities (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total | $ 11,048 | $ 2,319 | $ 81,690 | $ 59,655 |
Warrants [Member] | ||||
Interest on the convertible notes | 1,613 | 1,613 | 4,787 | 4,787 |
Amortization on debt discount | 0 | 0 | 0 | 541 |
Total | $ 1,613 | $ 1,613 | $ 4,787 | $ 5,328 |
Convertible Note and Derivati_5
Convertible Note and Derivative Liabilities (Details 2) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Convertible Note and Derivative Liabilities | ||
Balance at beginnings | $ 57,033 | $ 157,490 |
Change in fair value | 3,401 | (131,036) |
Balance at ending | $ 60,434 | $ 26,454 |
Convertible Note and Derivati_6
Convertible Note and Derivative Liabilities (Details 3) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expected dividend | 0% | 0% | 0% | 0% |
Risk free interest | 5.55% | 3.33% | 4.41% | 0.39% |
Minimum [Member] | ||||
Expected volatility | 190% | 95% | 194.20% | 203% |
Expected term | 3 months 29 days | 3 months | 1 year 29 days | 1 year 29 days |
Maximum [Member] | ||||
Expected volatility | 228% | 101% | 201.98% | 301% |
Expected term | 5 months 19 days | 4 months 20 days | 1 year 2 months 19 days | 1 year 2 months 19 days |
Commitment Date [Member] | ||||
Expected dividend | 0% | 0% | ||
Expected term | 2 years 1 month 6 days | 2 years 1 month 6 days | ||
Commitment Dates Minimum [Member] | ||||
Risk free interest | 1.42% | 1.42% | ||
Expected volatility | 154% | 154% | ||
Commitment Dates Maximum [Member] | ||||
Risk free interest | 1.65% | 1.65% | ||
Expected volatility | 173% | 173% |
Convertible Note and Derivati_7
Convertible Note and Derivative Liabilities (Details 4) - Quick Note [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Face value of Quick Note | $ 200,000 | $ 150,000 |
Less: unamortized discount | (21,326) | (21,753) |
Carrying value | $ 178,674 | $ 128,247 |
Convertible Note and Derivati_8
Convertible Note and Derivative Liabilities (Details 5) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 15, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Convertible Note and Derivative Liabilities | |||||
Interest on Quick Note | $ 4,033 | $ 2,319 | $ 15,901 | $ 6,881 | |
Default interest | 0 | 0 | 38,000 | 0 | |
Amortization of debt discount | $ 2,099 | 7,015 | 0 | 27,789 | 52,774 |
Total | $ 11,048 | $ 2,319 | $ 81,690 | $ 59,655 |
Convertible Note and Derivati_9
Convertible Note and Derivative Liabilities (Details 6) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 15, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Convertible Note and Derivative Liabilities | |||||
150,000 common stock issued amount | $ 52,500 | ||||
Extinguish derivative liability - convertible note | (22,679) | ||||
Unamortized debt discount | 2,099 | $ 7,015 | $ 0 | $ 27,789 | $ 52,774 |
Derivative Liability associated with warrants | 2,012 | ||||
Loss on extinguishment of debt upon amended | $ 33,932 |
Convertible Note and Derivat_10
Convertible Note and Derivative Liabilities (Details 7) - Warrants [Member] - Convertible Note June [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Balance at beginnings | $ 301,742 | $ 175,368 |
Extinguish - convertible note associated with amended | (22,679) | |
Debt discount, day one, amended convertible note payable | 29,461 | |
Derivative Liability associated with warrants | 2,012 | |
Change in fair value - convertible note | 5,295 | 52,035 |
Change in fair value - warrants | (22,751) | 82,315 |
Balance at ending | $ 293,080 | $ 309,718 |
Convertible Note and Derivat_11
Convertible Note and Derivative Liabilities (Details 8) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 15, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expected dividend | 0% | 0% | 0% | 0% | |
Risk free interest | 5.55% | 3.33% | 4.41% | 0.39% | |
Commitment DateConvertible Note [Member] | |||||
Expected dividend | 0% | 0% | |||
Risk free interest | 0.18% | 0.18% | |||
Expected volatility | 307.10% | 307.10% | |||
Expected term | 1 year | 1 year | |||
Warrants [Member] | |||||
Expected dividend | 0% | 0% | 0% | 0% | 0% |
Risk free interest | 4.53% | 5.07% | 3.76% | 4.27% | 0.82% |
Expected volatility | 207.50% | 217% | 208.90% | 219.10% | 200.90% |
Expected term | 5 years | 4 years 8 months 15 days | 3 years 8 months 12 days | 4 years 5 months 12 days | 4 years 5 months 12 days |
Commitment And Warrants [Member] | |||||
Expected dividend | 0% | 0% | |||
Risk free interest | 0.65% | 0.65% | |||
Expected volatility | 201.70% | 201.70% | |||
Expected term | 5 years | 5 years | |||
Convertible Note [Member] | |||||
Expected dividend | 0% | 0% | 0% | 0% | 0% |
Risk free interest | 4.83% | 5.22% | 1.28% | 4.37% | 0.43% |
Expected volatility | 95.60% | 144.10% | 119.70% | 215.70% | |
Expected term | 1 year | 8 months 15 days | 0 years | 5 months 12 days | 5 months 12 days |
Convertible Note and Derivat_12
Convertible Note and Derivative Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 15, 2023 | Jun. 15, 2022 | Jun. 15, 2021 | Feb. 19, 2020 | Sep. 30, 2023 | Dec. 31, 2019 | Dec. 31, 2022 | |
Accounts payable and accrued liabilities | $ 4,690 | $ 789 | |||||
Accrued interest | $ 162,000 | $ 124,200 | |||||
Accrued interest outstanding | $ 243,000 | $ 186,300 | |||||
Warrant maturity date | Jun. 15, 2028 | Jun. 15, 2027 | |||||
Restricted common stock valued | $ 52,500 | $ 76,350 | |||||
Issuance of common stock shares | $ 150,000 | $ 150,000 | |||||
Interest rate per annum | 8% | ||||||
Purchase shares of common stock | 800,000 | ||||||
Derivative Liabilities [Member] | |||||||
Interest rate per annum | 8% | 8% | |||||
Accounts payable and accrued liabilities related party | $ 24,056 | $ 19,269 | |||||
Purchase shares of common stock | 10,000 | ||||||
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 | 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 | |||||
Investment | $ 100,000 | ||||||
Legal and transaction expences | 3,500 | ||||||
Principal amount | $ 115,000 | $ 70,000 | |||||
Discount rate | 10% | ||||||
Aggregate purchase of common stock | 115,000 | ||||||
Exercise price | $ 1 | $ 1 | |||||
Conversion price of common stock | $ 0.50 | ||||||
Liquidated damages payment, daily | $ 2,000 | ||||||
Interest due penalty | 50% |
Unsecured ShortTerm Advance f_2
Unsecured ShortTerm Advance from Third Party (Details Narrative) | Jun. 20, 2019 USD ($) |
Unsecured ShortTerm Advance from Third Party | |
Unsecured short-term advances | $ 100,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
May 02, 2019 | Sep. 27, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | May 30, 2023 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 20, 2019 | May 01, 2019 | |
Unpaid interest | $ 19,836 | $ 19,836 | $ 15,234 | |||||||||
Due to related party | 54,877 | 54,877 | $ 4,877 | |||||||||
Interest expense | 543 | 1,610 | ||||||||||
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 | |||||||||||
Cubesquare Llc [Member] | ||||||||||||
Due to related party | $ 10,000 | $ 50,000 | ||||||||||
Ownership percentage | 25% | |||||||||||
Interest expense | 997 | $ 997 | 2,992 | $ 2,981 | ||||||||
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 | |||||||||||
Jonah Meer [Member] | ||||||||||||
Due to related party | 47,500 | 47,500 | 72,500 | 70,000 | $ 135,000 | |||||||
Accounts payable and accrued liabilities | 60,128 | 60,128 | 26,268 | |||||||||
Additional advances received | 27,720 | |||||||||||
Advances amount | 325,000 | 277,500 | ||||||||||
Ido Merfeld [Member] | ||||||||||||
Due to related party | $ 21,000 | $ 1,169 | $ 50,000 | |||||||||
Accounts payable and accrued liabilities | 1,169 | 1,169 | 1,169 | |||||||||
Additional advances received | $ 5,000 | |||||||||||
Advances amount | $ 76,000 | $ 71,000 |
Intellectual Property License_2
Intellectual Property License Agreement and Sponsored Research Agreement (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Intellectual Property License Agreement and Sponsored Research Agreement | |||||
Due to related party | $ 4,877 | $ 54,877 | $ 54,877 | ||
Research and development expences | $ 1,000,000 | ||||
Net profit | 0 | 8,333 | |||
Other expences | $ 0 | 4,877 | |||
Notice of Default, description | for (i) failing to provide progress reports every six months (ii) for failing to pay Dartmouth an annual license fee of $25,000 (iii) for owing $4,877 for patent costs attributable to the Dartmouth patent (iv) for not funding no less than $1,000,000 of research towards development of licensed products in each calendar year beginning in calendar year 2019 | ||||
License fees | $ 25,000 | $ 6,250 | $ 18,750 | ||
Royalty expense | 500,000 | ||||
Licence expense | $ 25,000 | ||||
Annual minimum royalty payment, description | 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 | ||||
Royalty percentage of net sales | 2% |
License Agreement Term Sheet (D
License Agreement Term Sheet (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Jun. 15, 2021 | |
Common stock exercise price per share | $ 1 | $ 1 |
Purchase shares of common stock | 800,000 | |
Funds description | $2 million funds to support Tellurium Research. If within a year after the commencement of the Agreement, Qrons fails to raise at least $2 million, the license will be terminated unless agreed otherwise by the parties | |
Scientific Advisor | ||
Shares granted | 150,000 | |
Term of option | 3 years | |
Option exercise price per share | $ 0.50 | |
Hananel Levy [Member] | ||
Shares granted | 50,000 | |
Option exercise price per share | $ 1 | |
Term of option | 3 years |
Stock Plan (Details)
Stock Plan (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Stock option compensation allocated expenses | $ 419,791 | $ 419,791 |
Research and Development Expense [Member] | ||
Stock option compensation allocated expenses | 378,678 | 378,678 |
General and Administrative Expense [Member] | ||
Stock option compensation allocated expenses | $ 41,113 | $ 41,113 |
Stock Plan (Details 1)
Stock Plan (Details 1) - Measurement Date [Member] - Stock Option [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares | |
Dividend yield | 0% |
Exercise Price, Minimum | $ 0.50 |
Exercise Price, Maximum | $ 1 |
Expected volatility | 229.85% |
Risk-free interest rate | 4.34% |
Expected life (years) | 3 years |
Stock Price | $ 0.40 |
Stock Plan (Details 2)
Stock Plan (Details 2) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Grant | Scientific Advisor | |
Expiry | Dec. 10, 2023 |
Exercise price | $ / shares | $ 2 |
Vested | 145,000 |
Grant date | Dec. 10, 2018 |
Grant | Employees | |
Expiry | Dec. 10, 2023 |
Exercise price | $ / shares | $ 2 |
Vested | 33,333 |
Grant date | Dec. 10, 2018 |
Grant 1 | Scientific Advisor | |
Expiry | Dec. 17, 2023 |
Exercise price | $ / shares | $ 2 |
Vested | 33,333 |
Grant date | Dec. 17, 2019 |
Grant 1 | Professors [Member] | |
Expiry | Jul. 17, 2027 |
Exercise price | $ / shares | $ 1 |
Vested | 133,333 |
Grant date | Jul. 17, 2023 |
Grant 1 | Business Advisor [Member] | |
Expiry | Jul. 17, 2027 |
Exercise price | $ / shares | $ 1 |
Vested | 16,667 |
Grant date | Jul. 17, 2023 |
Unvested | 16,667 |
Grant 2 | Scientific Advisor | |
Expiry | Dec. 17, 2024 |
Exercise price | $ / shares | $ 2 |
Vested | 33,333 |
Grant date | Dec. 17, 2019 |
Grant 2 | Professors [Member] | |
Expiry | Jul. 17, 2028 |
Exercise price | $ / shares | $ 1 |
Vested | 133,333 |
Grant date | Jul. 17, 2023 |
Unvested | 133,333 |
Grant 2 | Business Advisor [Member] | |
Expiry | Jul. 17, 2028 |
Exercise price | $ / shares | $ 1 |
Vested | 16,666 |
Grant date | Jul. 17, 2023 |
Unvested | 16,666 |
Grant 3 | Scientific Advisor | |
Expiry | Dec. 10, 2025 |
Exercise price | $ / shares | $ 2 |
Vested | 100,000 |
Grant date | Dec. 10, 2020 |
Grant 3 | Professors [Member] | |
Expiry | Jul. 17, 2026 |
Exercise price | $ / shares | $ 1 |
Vested | 133,334 |
Grant date | Jul. 17, 2023 |
Unvested | 133,333 |
Grant 3 | Employee 3 [Member] | |
Expiry | Jul. 01, 2024 |
Exercise price | $ / shares | $ 2 |
Vested | 33,333 |
Grant date | Jul. 01, 2019 |
Grant 3 | Business Advisor [Member] | |
Expiry | Jul. 17, 2026 |
Exercise price | $ / shares | $ 1 |
Grant date | Jul. 17, 2023 |
Grant 4 | Scientific Advisor | |
Expiry | Dec. 22, 2026 |
Exercise price | $ / shares | $ 2 |
Vested | 325,000 |
Grant date | Dec. 22, 2021 |
Grant 4 | Business Advisor [Member] | |
Expiry | Jul. 17, 2027 |
Exercise price | $ / shares | $ 1 |
Vested | 16,667 |
Grant date | Jul. 17, 2023 |
Unvested | 16,667 |
Grant 5 | Scientific Advisor | |
Expiry | Dec. 22, 2027 |
Exercise price | $ / shares | $ 2 |
Vested | 325,000 |
Grant date | Dec. 22, 2022 |
Grant 5 | Professors [Member] | |
Expiry | Jul. 17, 2028 |
Exercise price | $ / shares | $ 1 |
Vested | 133,333 |
Grant date | Jul. 17, 2023 |
Unvested | 133,333 |
Grant 5 | Business Advisor [Member] | |
Expiry | Jul. 17, 2028 |
Exercise price | $ / shares | $ 1 |
Vested | 16,666 |
Grant date | Jul. 17, 2023 |
Unvested | 16,666 |
Grant 6 | Scientific Advisor | |
Expiry | Jul. 17, 2026 |
Exercise price | $ / shares | $ 0.50 |
Vested | 50,000 |
Grant date | Jul. 17, 2023 |
Grant 7 | Scientific Advisor | |
Expiry | Jul. 17, 2027 |
Exercise price | $ / shares | $ 0.50 |
Vested | 50,000 |
Grant date | Jul. 17, 2023 |
Unvested | 50,000 |
Grant 8 | Scientific Advisor | |
Expiry | Jul. 17, 2028 |
Exercise price | $ / shares | $ 0.50 |
Vested | 50,000 |
Grant date | Jul. 17, 2023 |
Unvested | 50,000 |
Grant 9 | Scientific Advisor | |
Expiry | Jul. 17, 2026 |
Exercise price | $ / shares | $ 0.50 |
Vested | 50,000 |
Grant date | Jul. 17, 2023 |
Grant 10 | Scientific Advisor | |
Expiry | Jul. 17, 2027 |
Exercise price | $ / shares | $ 0.50 |
Vested | 50,000 |
Grant date | Jul. 17, 2023 |
Unvested | 50,000 |
Grant 11 | Scientific Advisor | |
Expiry | Jul. 17, 2028 |
Exercise price | $ / shares | $ 0.50 |
Vested | 50,000 |
Grant date | Jul. 17, 2023 |
Unvested | 50,000 |
Grant 4 | Professors [Member] | |
Expiry | Jul. 17, 2027 |
Exercise price | $ / shares | $ 1 |
Vested | 133,333 |
Grant date | Jul. 17, 2023 |
Unvested | 133,333 |
Grant | Business Advisor [Member] | |
Expiry | Jul. 17, 2026 |
Exercise price | $ / shares | $ 1 |
Vested | 16,667 |
Grant date | Jul. 17, 2023 |
Grant | Professors [Member] | |
Expiry | Jul. 17, 2026 |
Exercise price | $ / shares | $ 1 |
Vested | 133,334 |
Grant date | Jul. 17, 2023 |
Stock Plan (Details 3)
Stock Plan (Details 3) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Grant | Jonah Meer [Member] | |
Expiry | Dec. 10, 2023 |
Exercise price | $ / shares | $ 2 |
Exercisable | shares | 325,000 |
Grant date | Dec. 10, 2018 |
Grant | Ido Merfeld [Member] | |
Expiry | Dec. 10, 2023 |
Exercise price | $ / shares | $ 2 |
Exercisable | shares | 325,000 |
Grant date | Dec. 10, 2018 |
Grant 1 | Jonah Meer [Member] | |
Expiry | Dec. 17, 2024 |
Exercise price | $ / shares | $ 2 |
Exercisable | shares | 325,000 |
Grant date | Dec. 17, 2019 |
Grant 1 | Ido Merfeld [Member] | |
Expiry | Dec. 17, 2024 |
Exercise price | $ / shares | $ 2 |
Exercisable | shares | 325,000 |
Grant date | Dec. 17, 2019 |
Grant 2 | Jonah Meer [Member] | |
Expiry | Dec. 10, 2025 |
Exercise price | $ / shares | $ 2 |
Exercisable | shares | 325,000 |
Grant date | Dec. 10, 2020 |
Grant 2 | Ido Merfeld [Member] | |
Expiry | Dec. 10, 2025 |
Exercise price | $ / shares | $ 2 |
Exercisable | shares | 325,000 |
Grant date | Dec. 10, 2020 |
Grant 3 | Jonah Meer [Member] | |
Expiry | Dec. 22, 2026 |
Exercise price | $ / shares | $ 2 |
Exercisable | shares | 325,000 |
Grant date | Dec. 22, 2021 |
Grant 3 | Ido Merfeld [Member] | |
Expiry | Dec. 22, 2026 |
Exercise price | $ / shares | $ 2 |
Exercisable | shares | 325,000 |
Grant date | Dec. 22, 2021 |
Grant 4 | Jonah Meer [Member] | |
Expiry | Dec. 22, 2027 |
Exercise price | $ / shares | $ 2 |
Exercisable | shares | 325,000 |
Grant date | Dec. 22, 2022 |
Grant 4 | Ido Merfeld [Member] | |
Expiry | Dec. 22, 2027 |
Exercise price | $ / shares | $ 2 |
Exercisable | shares | 325,000 |
Grant date | Dec. 22, 2022 |
Stock Plan (Details 4)
Stock Plan (Details 4) - Stock Options [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Number of Options Outstanding, Beginning balance | 4,328,332 | 4,098,332 |
Number of Options, Granted | 1,200,000 | 975,000 |
Number of Options Canceled, forfeited, or expired | 50,000 | 745,000 |
Number of Options Outstanding, Ending balance | 5,478,332 | 4,328,332 |
Numbeer of Options exercisable, Ending balance | 4,678,334 | 4,328,332 |
Weighted Average Exercise Price, Beginning balance | $ 2 | $ 2 |
Weighted Average Exercise Price Granted | 0.88 | 2 |
Weighted Average Exercise Price Exercised | 0 | 0 |
Weighted Average Exercise Price Canceled, forfeited, or expired | 2 | 2 |
Weighted Average Exercise Price, Ending balance | 1.75 | 2 |
Weighted Average Exercise Price Exercisable, Ending balance | 1.90 | 2 |
Weighted average fair value of options, granted | $ 1.75 | $ 2 |
Remaining Contract term, Beginning balance | 3 years 10 days | 3 years 29 days |
Remaining Contract term, Ending balance | 2 years 7 months 20 days | 3 years 10 days |
Remaining Contract term, Exercisable | 2 years 4 months 6 days | 3 years 10 days |
Stock Plan (Details Narrative)
Stock Plan (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 04, 2022 | Jul. 17, 2023 | Dec. 22, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Unrecognized compensation | $ 253,392 | $ 0 | |||
Three Year Stock Option [Member] | |||||
Exercise price | $ 1 | ||||
Exercisable option to purchase | 266,668 | ||||
Three Year Stock Option One [Member] | |||||
Exercise price | $ 0.50 | ||||
Exercisable option to purchase | 100,000 | ||||
Three Year Stock Option Two [Member] | |||||
Exercise price | $ 1 | ||||
Exercisable option to purchase | 33,334 | ||||
Stock Options Granted To Science Advisor And Business Advisors [Member] | |||||
Granted an option to purchase of common stock | 325,000 | 50,000 | 145,000 | ||
Fully vested | 50,000 | ||||
Weighted average excercise price | $ 2 | ||||
Stock Options Granted To Officers [Member] | |||||
Granted an option to purchase of common stock | 600,000 | 325,000 | |||
Weighted average excercise price | $ 2 | ||||
July 15, 2024 [Member] | Three Year Stock Option [Member] | |||||
Exercise price | $ 1 | ||||
Exercisable option to purchase | 266,666 | ||||
July 15, 2025 [Member] | Three Year Stock Option [Member] | |||||
Exercise price | $ 1 | ||||
Exercisable option to purchase | 266,666 | ||||
July 15, 2024 One [Member] | Three Year Stock Option [Member] | |||||
Exercise price | $ 0.50 | ||||
Exercisable option to purchase | 100,000 | ||||
July 15, 2025 One [Member] | Three Year Stock Option [Member] | |||||
Exercise price | $ 0.50 | ||||
Exercisable option to purchase | 100,000 | ||||
July 15, 2024 Two [Member] | Three Year Stock Option [Member] | |||||
Exercise price | $ 1 | ||||
Exercisable option to purchase | 33,334 | ||||
July 15, 2025 Two [Member] | Three Year Stock Option [Member] | |||||
Exercise price | $ 1 | ||||
Exercisable option to purchase | 33,332 |
Capital Stock (Details)
Capital Stock (Details) - Warrants [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrants Outstanding, Beginning balance | 295,000 | 295,000 |
Warrants Outstanding, Ending balance | 295,000 | 295,000 |
Weighted Average Exercise Price, Beginning balance | $ 1 | $ 1 |
Weighted Average Exercise Price Granted | 0 | 0 |
Weighted Average Exercise Price Canceled/Forfeited | 0 | 0 |
Weighted Average Exercise Price Exercised | 0 | 0 |
Weighted Average Exercise Price, Ending balance | $ 1 | $ 1 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Jun. 15, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
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 | $ 1 | |
Common Stock, Shares Issued | 13,589,789 | 13,439,789 | |
Common Stock, value | $ 1,359 | $ 1,344 | |
Common Stock, Shares, Outstanding | 13,589,789 | 13,439,789 | |
Number of common shares issued for warrants | 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 | |
Quick Capital LLC [Member] | |||
Common Stock, Shares Issued | 150,000 | ||
Common Stock, value | $ 52,500 | ||
Series A, Preferred Stocks | |||
Common Stock, Shares Authorized | 100,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 10,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||
Redemption description | 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”). | ||
Preferred Stock, Shares Issued | 2,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - $ / shares | Nov. 01, 2023 | Oct. 01, 2023 |
Stock options at an exercise price | $ 2 | $ 0.50 |
stock options vest on one-year | 16,667 | 33,333 |
stock options vest on two-year | 16,667 | 33,333 |
Vested stock option to purchase | 50,000 | |
Common stock at an exercise price | $ 2 | |
Stock options | 50,000 | 100,000 |
Stock options vest immediately | 16,666 | 33,334 |