Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 13, 2024 | |
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 | Mar. 31, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 13,649,789 | |
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 | |
Security 12g Title | Common Stock, $0.0001 par value | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 3,637 | $ 420 |
Total current assets | 3,637 | 420 |
TOTAL ASSETS | 3,637 | 420 |
Current liabilities | ||
Accounts payable and accrued liabilities | 148,062 | 155,355 |
Accounts payable and accrued liabilities - related party | 105,002 | 83,291 |
Demand loans, related party | 85,873 | 85,873 |
Advances from related party | 447,000 | 424,500 |
Unsecured short-term advances | 100,000 | 100,000 |
Convertible notes, net of debt discount | 193,492 | 185,974 |
Derivative liabilities | 267,202 | 288,720 |
Total current liabilities | 1,346,631 | 1,323,715 |
Long term liabilities | ||
Convertible notes, net of discount | 80,000 | 80,000 |
Derivative liabilities | 48,134 | 84,998 |
Total long-term liabilities | 128,134 | 164,998 |
Total liabilities | 1,474,765 | 1,488,713 |
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; 13,649,789 shares issued and outstanding as at March 31, 2024 and December 31, 2023 | 1,365 | 1,365 |
Additional paid-in capital | 8,894,412 | 8,834,631 |
Accumulated deficit | (10,366,907) | (10,324,291) |
Total stockholders' deficit | (1,471,128) | (1,488,293) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 3,637 | $ 420 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 13,649,789 | 13,649,789 |
Common stock, shares outstanding | 13,649,789 | 13,649,789 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) | ||
Net sales | $ 0 | $ 0 |
Operating expenses: | ||
Research and development expenses | 55,824 | 6,820 |
Professional fees | 17,143 | 22,345 |
General and administrative expenses | 13,407 | 7,777 |
Total operating expenses | 86,374 | 36,942 |
Loss from operations | (86,374) | (36,942) |
Other income (expense) | ||
Interest expense | (14,624) | (17,477) |
Change in derivative liabilities | 58,382 | (14,039) |
Total other income (expense) | 43,758 | (31,516) |
Net loss | $ (42,616) | $ (68,458) |
Net loss per common shares (basic and diluted) | $ 0 | $ (0.01) |
Weighted average shares outstanding | ||
(basic and diluted) | 13,649,789 | 13,439,789 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Series A, Preferreds Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2022 | 2,000 | 13,439,789 | |||
Balance, amount at Dec. 31, 2022 | $ (1,279,282) | $ 2 | $ 1,344 | $ 8,254,316 | $ (9,534,944) |
Net loss for the period | (68,458) | $ 0 | $ 0 | 0 | (68,458) |
Balance, shares at Mar. 31, 2023 | 2,000 | 13,439,789 | |||
Balance, amount at Mar. 31, 2023 | (1,347,740) | $ 2 | $ 1,344 | 8,254,316 | (9,603,402) |
Balance, shares at Dec. 31, 2023 | 2,000 | 13,649,789 | |||
Balance, amount at Dec. 31, 2023 | (1,488,293) | $ 2 | $ 1,365 | 8,834,631 | (10,324,291) |
Net loss for the period | (42,616) | (42,616) | |||
Stock options granted to non-employees as consulting fees | 4,647 | 0 | 0 | 4,647 | 0 |
Stock options granted to non-employees as research and development costs | 55,134 | $ 0 | $ 0 | 55,134 | 0 |
Balance, shares at Mar. 31, 2024 | 2,000 | 13,649,789 | |||
Balance, amount at Mar. 31, 2024 | $ (1,471,128) | $ 2 | $ 1,365 | $ 8,894,412 | $ (10,366,907) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows From Operating Activities | ||
Net loss | $ (42,616) | $ (68,458) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock options issued for research and development expense | 55,134 | 0 |
Stock options issued for consulting services | 4,647 | 0 |
Accretion of debt discount | 7,516 | 11,377 |
Change in derivative liabilities | (58,382) | 14,039 |
Changes in operating assets and liabilities: | ||
Increase (Decrease) accounts payable and accrued liabilities | (7,293) | 17,856 |
Increase accounts payable and accrued liabilities - related party | 21,711 | 11,605 |
Net cash used by operating activities | (19,283) | (13,581) |
Cash Flows From Investing Activities | ||
Net cash provided from (used by) investing activities | 0 | 0 |
Cash Flows From Financing Activities | ||
Proceeds from related party advances | 22,500 | 15,000 |
Net cash provided from financing activities | 22,500 | 15,000 |
Decrease in cash and cash equivalents | 3,217 | 1,419 |
Cash at beginning of year | 420 | 3,069 |
Cash at end of period | 3,637 | 4,488 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Description of Business and Basis of Presentation | |
Description of Business and Basis of Presentation | Note 1 – Description of Business and Basis of Presentation Organization and Nature of Business: Qrons Inc. (“Qrons” or the “Company”) was incorporated under the laws of the State of Wyoming on August 22, 2016, under the name BioLabMart Inc. and changed its name to Qrons Inc., effective August 8, 2017. The Company’s common stock was approved by the Financial Industry Regulatory Authority (“FINRA”) for quotation on the OTC pink sheets under the symbol “BLMB” as of July 3, 2017. FINRA announced the Company’s name change to Qrons Inc. on August 9, 2017. The new name and symbol change to “QRON” for the OTC Market was effective August 10, 2017. The Company’s common stock commenced trading on the OTCQB Venture Market on August 12, 2019. The Company is an innovative biotechnology company dedicated to developing biotech products, treatments and technologies to combat neuronal and infectious diseases with a focus on antibiotic resistant bacteria, which is becoming the most prominent and rapidly growing worldwide cause of illness and death. Our approach is to seek to engage in strategic arrangements with companies, universities and, scientists that are developing unique know how and intellectual properties in the fields of, stem cells, antibiotic resistant drug development and tissue engineering, for deployment in the fight against neuronal and infectious diseases. Our search is focused on researchers based in Israel, a country which is world-renowned for biotech innovations and where our researchers are based. 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 | 3 Months Ended |
Mar. 31, 2024 | |
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-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 March 31, 2024, and December 31, 2023: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of March 31, 2024: Liabilities Derivative liabilities $ - $ - $ 315,336 As of December 31, 2023: Liabilities Derivative liabilities $ - $ - $ 373,718 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: March 31, 2024 December 31, 2023 Research warrants at 3% of issued and outstanding shares 409,494 409,494 Convertible notes 831,313 775,586 Series A preferred shares 700 700 Stock options vested 3,883,336 3,883,336 Stock options not yet vested 899,997 899,997 Stock purchase warrants 295,000 295,000 Total 6,319,840 6,264,113 Recently Issued Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2024 | |
Going Concern | |
Going Concern | Note 3 – Going Concern The Company has experienced net losses to date and has not generated revenues from operations. The Company raised proceeds totaling $66,000 in unsecured advances from related parties during the year ended December 31, 2023. In the most recent 3 months ended March 31, 2024 the Company has received additional related party advances totaling $22,500. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company’s officers or principal shareholders are committed to making advances or loans to pay for ongoing operational costs. The Company expects it will require additional capital to fully implement the scope of its proposed business operations, which also 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 and Derivative
Convertible Note and Derivative Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Convertible Note and Derivative Liabilities | |
Convertible Note and Derivative Liabilities | Note 4 – 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 and subsequently, December 2025 under the same terms and conditions. The balance owing on the note is reflected on the Company’s balance sheets as a long term liability as at March 31, 2024. 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 and subsequently, February 2026 under the same terms and conditions. The balance owing on the note is reflected on the Company’s balance sheets as a long term liability as at March 31, 2024. The carrying value of these convertible notes is as follows: March 31, 2024 December 31, 2023 Face value of certain convertible notes, long-term $ 80,000 $ 80,000 Carrying value, long-term $ 80,000 $ 80,000 Interest expenses associated with the convertible notes are as follows: Three Months Ended March 31, 2024 2023 Interest on the convertible notes 1,596 1,613 Total $ 1,596 $ 1,613 As of March 31, 2024, and December 31, 2023, the unpaid interest balance on the convertible notes under accounts payable and accrued liabilities was $27,265 and $25,669, respectively. The convertible notes qualify for derivative accounting and bifurcation under ASC 815. As of March 31, 2024, and December 31, 2023, the fair value of the derivative liability associated with the conversion feature is summarized as follows: Balance at December 31, 2023 $ 84,998 Change in fair value (36,864 ) Balance at March 31, 2024 $ 48,134 The convertible notes qualify for derivative accounting and bifurcation under ASC 815. As of March 31, 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 38,089 Balance at March 31, 2023 $ 95,122 At December 31, 2023, as a result of the extension to the maturity dates the derivative liability is reflected in long-term liabilities. 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 March 31, 2024, and December 31, 2023 and the commitment date: Commitment Date March 31, 2024 December 31, 2023 Expected dividends 0 0 0 Expected volatility 154% ~ 173 % 117.54 ~ 119.57 % 170.40 ~ 224.62 % Expected term 2.10 years 1.83 ~ 1.97 years 2.08 ~ 2.22 years Risk free interest rate 1.42 ~ 1.65 % 4.59 ~ 4.81 % 4.23 % 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 March 31, 2023, and December 31, 2022, and the commitment date: Commitment Date March 31, 2023 December 31, 2022 Expected dividends 0 0 0 Expected volatility 154% ~ 173 % 96.37% ~ 98.24 % 194.20 ~ 201.98 % Expected term 2.10 years 0.83 ~ 0.97 years 1.08 ~ 1.22 years Risk free interest rate 1.42 ~ 1.65% 4.64 % 4.41 % (2) 8% Convertible note with warrants issued on June 15, 2021 On June 15, 2021, the Company entered into a note purchase agreement with Quick Capital, LLC (“Quick Capital”) pursuant to which the Company issued a twelve-month convertible promissory note in the principal amount of $115,000 for a $100,000 investment (the “Quick Note”), which included an original issuance discount of 10% and a $3,500 credit for legal and transaction costs. In connection with the Quick Note issuance, Quick Capital was also issued a five-year warrant (the “Quick Warrant”) to purchase up to an aggregate of 115,000 shares of the Company’s common stock at an exercise price of $1.00 per share (the “Quick Warrant Shares”) subject to adjustments for dilutive issuances at lower prices. The Quick Note is convertible into shares of common stock at a conversion price of $0.50 per share. If delivery of the conversion shares is not timely made, the Company is obligated to pay Quick Capital $2,000 for each day that the delivery is late as liquidated damages. The conversion price of the Quick Note will be reduced if the Company issues common stock or grants derivative securities for consideration at a price less than the conversion price to the amount of the consideration of such dilutive issuance. The Quick Note may not be prepaid. The Company is subject to significant cash penalties if the Company defaults on the Quick Note or in the event shares are not issued 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 Quick Note and accrued interest totaling $124,200 was not repaid on maturity, constituting an event of default increasing the repayment value of the Quick 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 Quick 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 Quick 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 Quick 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 Quick 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 Quick 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 Quick 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 March 31, 2024, and December 31, 2023. The carrying value of the Quick Note is as follows: March 31, 2024 December 31, 2023 Face value of Quick Note $ 200,000 $ 200,000 Less: unamortized discount (6,508 ) (14,024 ) Carrying value $ 193,492 $ 185,976 Interest expenses associated with the conversion feature are as follows: Three Months Ended March 31, 2024 2023 Amortization of debt discount $ 7,516 $ 11,377 Interest on the convertible notes 3,989 2,959 Total $ 11,505 $ 14,336 As of March 31, 2024, and December 31, 2023, the unpaid interest balance of the Quick Note under accounts payable and accrued liabilities was $12,712 and $8,723, respectively. As a result of the application of ASC 815 as of March 31, 2024, the fair value of the derivative liability associated with the conversion feature is summarized as follows: Balance at December 31, 2023 $ 288,720 Change in fair value – convertible note (19,665 ) Change in fair value – warrants (1,853 ) Balance at March 31, 2024 $ 267,202 As a result of the application of ASC 815 as of March 31, 2023, the fair value of the derivative liability associated with the conversion feature is summarized as follows: Balance at December 31, 2022 $ 301,742 Change in fair value – convertible note (10,740 ) Change in fair value – warrants (13,310 ) Balance at March 31, 2023 $ 277,692 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 March 31, 2024, December 31, 2023, the remeasurement date of June 15, 2023, and the commitment date: Convertible note: Commitment Date Re-measurement Date (June 15, 2023) December 31, 2023 March 31, 2024 Expected dividends 0 0 0 0 Expected volatility 307.10 % 95.60 % 176.9 % 98.20 % Expected term 1 year 1 years 0.46 year 0.21 year Risk free interest rate 0.18 % 4.83 % 4.78 % 4.98 % Warrants: Commitment Date Re-measurement Date (June 15, 2023) December 31, 2023 March 31, 2024 Expected dividends 0 0 0 0 Expected volatility 201.70 % 207.50 % 210.80 % 211.30 % Expected term 5 years 5 years 4.46 years 4.21 years Risk free interest rate 0.65 % 4.53 % 4.53 % 4.78 % 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 March 31, 2023, and December 31, 2022, and the commitment date: Convertible note: Commitment Date December 31, 2022 March 31, 2023 Expected dividends 0 0 0 Expected volatility 307.10 % 119.70 % 119.70 % Expected term 1 years 0.45 years 0.21 years Risk free interest rate 0.18 % 4.37 % 4.37 % Warrants: Commitment Date December 31, 2022 March 31, 2023 Expected dividends 0 0 0 Expected volatility 201.70 % 219.10 % 222.20 % Expected term 5 years 4.45 years 4.21 years Risk free interest rate 0.65 % 4.27 % 4.19 % |
Unsecured ShortTerm Advance fro
Unsecured ShortTerm Advance from Third Party | 3 Months Ended |
Mar. 31, 2024 | |
Unsecured ShortTerm Advance from Third Party | |
Unsecured Short-Term Advance from Third Party | Note 5 – 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 March 31, 2024 and December 31, 2023. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions | |
Related Party Transactions | Note 6 – 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 $986 and $997 for the three months ended March 31, 2024, and 2023, respectively. 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 $537 and $531 for the three months ended March 31, 2024, and 2023, respectively. As of March 31, 2024, and December 31, 2023, the unpaid interest balance under accounts payable and accrued liabilities – related party in respect of the aforementioned notes was $22,920 and $21,397, respectively. (2) Advances from Related Parties A summary of the activity for the funds advanced from related parties help meet the Company’s operating needs at March 31, 2024: Jonah Meer Ido Merfeld CubeSquare December 31, 2023 $ 338,500 $ 76,000 $ 10,000 Additions in period 15,000 7,500 - March 31, 2024 $ 353,500 $ 83,500 $ 10,000 (3) Others Jonah Meer, the Company’s Chief Executive Officer, made payments of $20,188 to various vendors during the three months ended March 31, 2024 ($33,860 – December 31, 2023). The balance payable to Mr. Meer of $80,316 and $60,128 is reflected in accounts payable, related party as of March 31, 2024, and December 31, 2023, respectively. Ido Merfeld, the Company’s President, made $0 payments to various vendors during the three months ended March 31, 2024 ($596 – December 31, 2023). The balance payable to Mr. Merfeld of $1,765 is reflected in accounts payable, related party as of March 31, 2024, and December 31, 2023. |
Intellectual Property License A
Intellectual Property License Agreement and Sponsored Research Agreement | 3 Months Ended |
Mar. 31, 2024 | |
Intellectual Property License Agreement and Sponsored Research Agreement | |
Intellectual Property License Agreement and Sponsored Research Agreement | Note 7 – 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. Under the Agreement, the Company was required to diligently proceed with the development, manufacture and sale of licensed products and licensed services, including funding at least $1,000,000 of research in each calendar year beginning in 2019 and ending with the first commercial sale of a licensed product; filing an IND/BLA (or equivalent) with the FDA or a comparable European regulatory agency before the four-year anniversary and make the first commercial sale of a licensed product before the twelve-year anniversary of the effective date of the Agreement and achieve annual net sales of at least $50,000,000 by 2033. If the Company failed to perform any of these obligations, Dartmouth has the option to terminate the Agreement or change the exclusive license to a nonexclusive license. As the Company failed to fulfill its requirements under the Agreement Dartmouth declared the Company in default in August 2023, and terminated the license. The Company and Dartmouth also agreed in February 2024 to add Professor Chenfeng Ke and Qianming Lin, both formerly of Dartmouth as co-inventors of the patent entitled Techniques for Promoting Neuronal Recovery and to add Dartmouth as co-owner of the patent together with Qrons. As of March 31, 2024, and December 31, 2023, the Company is indebted to Dartmouth for $50,000 of unpaid annual license fees and $4,877 of unpaid reimbursable patent maintenance costs. The Company’s sponsored research agreement, pursuant to which the Company funded research conducted by Dartmouth of mutual interest to the parties terminated by its terms in July 2020. |
License Agreement Term Sheet an
License Agreement Term Sheet and Advisory Board Member Consulting Agreement | 3 Months Ended |
Mar. 31, 2024 | |
License Agreement Term Sheet and Advisory Board Member Consulting Agreement | |
License Agreement Term Sheet and Advisory Board Member Consulting Agreement | Note 8 – License Agreement Term Sheet and Advisory Board Member Consulting Agreement 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. 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. |
Stock Plan
Stock Plan | 3 Months Ended |
Mar. 31, 2024 | |
Stock Plan | |
Stock Plan | Note 9 – Stock Plan 2016 Stock Option and Stock Award On December 14, 2016, the Board adopted the Company’s 2016 Stock Option and Stock Award Plan (the “Plan”). The Plan provides for the award of stock options (incentive and non-qualified), stock awards and stock appreciation rights to officers, directors, employees and consultants who provide services to the Company. The terms of awards under the Plan are made by the Board. The Company has reserved 10 million shares for issuance under the Plan. (a) Stock Options granted to Science Advisors, 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. 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. 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. During the year ended December 31, 2023, various fully vested three-year stock options to purchase 294,999 shares of common stock of the Company previously granted to science advisors and employees expired unexercised. The fair value of new option award during the year ended December 31, 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%~231 % Risk-free interest rate 4.34 % Expected life (years) 3 Stock Price $ 0.298 ~ 0.40 Exercise Price $ 0.50 ~ 2.00 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 March 31, 2024 2023 Research and development expenses $ 55,134 $ - General and administrative expenses 4,647 - Total $ 59,781 $ - As of March 31, 2024, and December 31, 2023, total unrecognized compensation remaining to be recognized in future periods totaled $161,135 and $220,916, respectively. Details of outstanding options for employees, professors, scientific advisors and business advisors at March 31, 2024 are below: Grant date Vested Unvested Exercise price Expiry Scientific Advisors 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 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 Professors 10/01/23 50,000 - $ 2.00 10/01/28 Professors 10/01/23 33,334 - $ 0.50 10/01/26 10/01/23 33,333 33,333 $ 0.50 10/01/27 10/01/23 33,333 33,333 $ 0.50 10/01/28 Professors 11/01/23 16,667 - $ 2.00 11/01/26 11/01/23 16,667 16,667 $ 2.00 11/01/27 11/01/23 16,666 16,666 $ 2.00 11/01/28 On December 4, 2022, certain five-year stock options 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. During the year ended December 31, 2023, certain five-year stock options to purchase 650,000 shares of common stock of the Company previously granted to officers expired unexercised. Following are the details of stock options granted to our officers at March 31, 2024: Name Grant date Exercisable Exercise price Expiry Jonah Meer 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 12/17/19 325,000 $ 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 March 31, 2024, and December 31, 2023 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 March 31, 2024 and March 31, 2023, is as follows: March 31, 2024 March 31, 2023 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 4,783,333 $ 1.69 2.91 4,328,332 $ 2 2.78 Granted - $ - - - $ 2 - Exercised - $ - - - $ - - Canceled/forfeited - $ - - - $ 2 - Outstanding, end of period 4,783,333 $ 1.44 2.66 4,328,332 $ 2 2.78 Options exercisable, end of period 3,883,336 $ 1.87 2.39 4,328,332 $ 2 2.78 Weighted average fair value of options granted $ 1.75 $ 2 |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2024 | |
Capital Stock | |
Capital Stock | Note 10 – Capital Stock Authorized: The Company has authorized 100,000,000 shares of common stock, par value $0.0001, and 10,000 shares of preferred stock which is designated as Series A Preferred Stock, par value $0.001. Series A Preferred Stock: The Series A Preferred Stock is redeemable at the option of the Company at any time, in whole or in part, upon 10 trading days prior notice, at a price of $1.00 per share plus 4% per annum from the date of issuance (the “Stated Value”). The holders of the Series A Preferred Stock are entitled to a liquidation preference equal to the Stated Value, prior to the holders of other preferred stock or common stock. The holders of the Series A Preferred Stock have the right to convert such stock into common stock at a conversion rate equal to the Stated Value as of the conversion date divided by the average closing price of the common stock for the five previous trading days. The Company is required to reserve sufficient number of shares for the conversion of the Series A Preferred Stock. The holders of Class A Preferred Stock shall vote together as a single class with the holders of the Company’s common stock and the holders of any other class or series of shares entitled to vote with the common stock, with the holders of Class A Preferred Stock being entitled to 66 2/3% of the total votes on all such matters, regardless of the actual number of shares of Class A Preferred Stock then outstanding. There were 2,000 shares of Series A Preferred Stock issued and outstanding as of March 31, 2024, and December 31, 2023. Common Stock There were 13,649,789 shares of common stock issued and outstanding as of March 31, 2024, and December 31, 2023. Common Stock Purchase Warrants As of March 31, 2024, and December 31, 2023, the following common stock purchase warrants were outstanding: Warrants Weighted Average Exercise Price Outstanding – December 31, 2022 295,000 $ 1.00 Granted - - Canceled/forfeited - - Exercised - - Outstanding – December 31, 2023 295,000 1.00 Granted - - Canceled/forfeited - - Exercised - - Outstanding – March 31, 2024 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 4(2) above.) |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | Note 11 – Subsequent Events The Company has evaluated events for the period through the date of the issuance of these financial statements and determined that there are no additional events requiring disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Financial Statement | 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-month periods have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. |
Fiscal Year End | Fiscal year end: |
Use of Estimates | Use of Estimates: |
Cash Equivalents | Cash Equivalents: |
Research and Development Costs | Research and Development Costs: Research and Development |
Advertising and Marketing Costs | Advertising and Marketing Costs: |
Related Parties | Related Parties: |
Stock Based Compensation and Other Share-Based Payments | Stock Based Compensation and Other Share-Based Payments: Compensation - Stock Compensation |
Fair Value of Financial Instruments | ASC 820, Fair Value Measurements Level 1 Level 2 Level 3 If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. The following table provides a summary of the fair value of the Company’s derivative liabilities as of March 31, 2024, and December 31, 2023: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of March 31, 2024: Liabilities Derivative liabilities $ - $ - $ 315,336 As of December 31, 2023: Liabilities Derivative liabilities $ - $ - $ 373,718 |
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: March 31, 2024 December 31, 2023 Research warrants at 3% of issued and outstanding shares 409,494 409,494 Convertible notes 831,313 775,586 Series A preferred shares 700 700 Stock options vested 3,883,336 3,883,336 Stock options not yet vested 899,997 899,997 Stock purchase warrants 295,000 295,000 Total 6,319,840 6,264,113 |
Recently Issued Accounting Pronouncements | In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Schedule of fair value of derivative liabilities | Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of March 31, 2024: Liabilities Derivative liabilities $ - $ - $ 315,336 As of December 31, 2023: Liabilities Derivative liabilities $ - $ - $ 373,718 |
Schedule of potentially dilutive securities | March 31, 2024 December 31, 2023 Research warrants at 3% of issued and outstanding shares 409,494 409,494 Convertible notes 831,313 775,586 Series A preferred shares 700 700 Stock options vested 3,883,336 3,883,336 Stock options not yet vested 899,997 899,997 Stock purchase warrants 295,000 295,000 Total 6,319,840 6,264,113 |
Convertible Note and Derivati_2
Convertible Note and Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Convertible Note and Derivative Liabilities | |
Carrying value of convertible notes | March 31, 2024 December 31, 2023 Face value of certain convertible notes, long-term $ 80,000 $ 80,000 Carrying value, long-term $ 80,000 $ 80,000 |
Interest expenses associated with the convertible notes | Three Months Ended March 31, 2024 2023 Interest on the convertible notes 1,596 1,613 Total $ 1,596 $ 1,613 |
Fair value of the derivative liability associated with the conversion feature | Balance at December 31, 2023 $ 84,998 Change in fair value (36,864 ) Balance at March 31, 2024 $ 48,134 Balance at December 31, 2022 $ 57,033 Change in fair value 38,089 Balance at March 31, 2023 $ 95,122 |
Commitment and re-measurement dates | Commitment Date March 31, 2024 December 31, 2023 Expected dividends 0 0 0 Expected volatility 154% ~ 173 % 117.54 ~ 119.57 % 170.40 ~ 224.62 % Expected term 2.10 years 1.83 ~ 1.97 years 2.08 ~ 2.22 years Risk free interest rate 1.42 ~ 1.65 % 4.59 ~ 4.81 % 4.23 % Commitment Date March 31, 2023 December 31, 2022 Expected dividends 0 0 0 Expected volatility 154% ~ 173 % 96.37% ~ 98.24 % 194.20 ~ 201.98 % Expected term 2.10 years 0.83 ~ 0.97 years 1.08 ~ 1.22 years Risk free interest rate 1.42 ~ 1.65% 4.64 % 4.41 % |
Schedule of Carrying value of the Quick Note | March 31, 2024 December 31, 2023 Face value of Quick Note $ 200,000 $ 200,000 Less: unamortized discount (6,508 ) (14,024 ) Carrying value $ 193,492 $ 185,976 |
Interest expenses associated with the conversion | Three Months Ended March 31, 2024 2023 Amortization of debt discount $ 7,516 $ 11,377 Interest on the convertible notes 3,989 2,959 Total $ 11,505 $ 14,336 |
Fair value of the derivative liability associated with the conversion feature is summarized as follows | Balance at December 31, 2023 $ 288,720 Change in fair value – convertible note (19,665 ) Change in fair value – warrants (1,853 ) Balance at March 31, 2024 $ 267,202 Balance at December 31, 2022 $ 301,742 Change in fair value – convertible note (10,740 ) Change in fair value – warrants (13,310 ) Balance at March 31, 2023 $ 277,692 |
Fair value at the commitment and re-measurement dates for the Company's derivative liabilities | Convertible note: Commitment Date Re-measurement Date (June 15, 2023) December 31, 2023 March 31, 2024 Expected dividends 0 0 0 0 Expected volatility 307.10 % 95.60 % 176.9 % 98.20 % Expected term 1 year 1 years 0.46 year 0.21 year Risk free interest rate 0.18 % 4.83 % 4.78 % 4.98 % Warrants: Commitment Date Re-measurement Date (June 15, 2023) December 31, 2023 March 31, 2024 Expected dividends 0 0 0 0 Expected volatility 201.70 % 207.50 % 210.80 % 211.30 % Expected term 5 years 5 years 4.46 years 4.21 years Risk free interest rate 0.65 % 4.53 % 4.53 % 4.78 % Convertible note: Commitment Date December 31, 2022 March 31, 2023 Expected dividends 0 0 0 Expected volatility 307.10 % 119.70 % 119.70 % Expected term 1 years 0.45 years 0.21 years Risk free interest rate 0.18 % 4.37 % 4.37 % Warrants: Commitment Date December 31, 2022 March 31, 2023 Expected dividends 0 0 0 Expected volatility 201.70 % 219.10 % 222.20 % Expected term 5 years 4.45 years 4.21 years Risk free interest rate 0.65 % 4.27 % 4.19 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions | |
Activity for the fund advanced from related parties | Jonah Meer Ido Merfeld CubeSquare December 31, 2023 $ 338,500 $ 76,000 $ 10,000 Additions in period 15,000 7,500 - March 31, 2024 $ 353,500 $ 83,500 $ 10,000 |
Stock Plan (Tables)
Stock Plan (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock Plan | |
Summary of assumptions at the measurement date | Measurement date Dividend yield 0 % Expected volatility 229.85%~231 % Risk-free interest rate 4.34 % Expected life (years) 3 Stock Price $ 0.298 ~ 0.40 Exercise Price $ 0.50 ~ 2.00 |
Summary of the activity for recognized compensation in respect of the above stock option compensation | Three Months Ended March 31, 2024 2023 Research and development expenses $ 55,134 $ - General and administrative expenses 4,647 - Total $ 59,781 $ - |
Summary of the activity for unrecognized compensation in respect of the above stock option compensation | Grant date Vested Unvested Exercise price Expiry Scientific Advisors 12/17/19 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 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 Professors 10/01/23 50,000 - $ 2.00 10/01/28 Professors 10/01/23 33,334 - $ 0.50 10/01/26 10/01/23 33,333 33,333 $ 0.50 10/01/27 10/01/23 33,333 33,333 $ 0.50 10/01/28 Professors 11/01/23 16,667 - $ 2.00 11/01/26 11/01/23 16,667 16,667 $ 2.00 11/01/27 11/01/23 16,666 16,666 $ 2.00 11/01/28 |
Schedule of stock options granted to our officers | Name Grant date Exercisable Exercise price Expiry Jonah Meer 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 12/17/19 325,000 $ 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 | March 31, 2024 March 31, 2023 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 4,783,333 $ 1.69 2.91 4,328,332 $ 2 2.78 Granted - $ - - - $ 2 - Exercised - $ - - - $ - - Canceled/forfeited - $ - - - $ 2 - Outstanding, end of period 4,783,333 $ 1.44 2.66 4,328,332 $ 2 2.78 Options exercisable, end of period 3,883,336 $ 1.87 2.39 4,328,332 $ 2 2.78 Weighted average fair value of options granted $ 1.75 $ 2 |
Capital Stock (Tables)
Capital Stock (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Capital Stock | |
Schedule of common stock purchase warrants outstanding | Warrants Weighted Average Exercise Price Outstanding – December 31, 2022 295,000 $ 1.00 Granted - - Canceled/forfeited - - Exercised - - Outstanding – December 31, 2023 295,000 1.00 Granted - - Canceled/forfeited - - Exercised - - Outstanding – March 31, 2024 295,000 $ 1.00 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Level 2 [Member] | ||
Derivative liabilities | $ 0 | $ 0 |
Level 3 [Member] | ||
Derivative liabilities | 315,336 | 373,718 |
Level 1 [Member] | ||
Derivative liabilities | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Potentially dilutive securities net loss per share | 6,319,840 | 6,264,113 |
Series A Preferred Shares [Member] | ||
Potentially dilutive securities net loss per share | 700 | 700 |
Research Warrants at 3% of issued and outstanding shares [Member] | ||
Potentially dilutive securities net loss per share | 409,494 | 409,494 |
Convertible Note [Member] | ||
Potentially dilutive securities net loss per share | 831,313 | 775,586 |
Stock options vested [Member] | ||
Potentially dilutive securities net loss per share | 3,883,336 | 3,883,336 |
Stock options not yet vested [Member] | ||
Potentially dilutive securities net loss per share | 899,997 | 899,997 |
Stock purchase warrants [Member] | ||
Potentially dilutive securities net loss per share | 295,000 | 295,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Summary of Significant Accounting Policies | ||
Research and development costs | $ 55,824 | $ 6,820 |
Advertising or marketing costs | $ 0 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Going Concern | |||
Advances from related party | $ 22,500 | $ 15,000 | |
Proceeds from unsecured advances | $ 66,000 |
Convertible Note and Derivati_3
Convertible Note and Derivative Liabilities (Details) - Derivative Liabilities [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
ace value of certain convertible notes, long-term | $ 80,000 | $ 80,000 |
Carrying value, long-term | $ 80,000 | $ 80,000 |
Convertible Note and Derivati_4
Convertible Note and Derivative Liabilities (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total | $ 11,505 | $ 14,336 |
Warrants [Member] | ||
Interest on the convertible notes | 1,596 | 1,613 |
Total | $ 1,596 | $ 1,613 |
Convertible Note and Derivati_5
Convertible Note and Derivative Liabilities (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Convertible Note and Derivative Liabilities | ||
Balance at beginnings | $ 84,998 | $ 57,033 |
Change in fair value | (36,864) | 38,089 |
Balance at ending | $ 48,134 | $ 95,122 |
Convertible Note and Derivati_6
Convertible Note and Derivative Liabilities (Details 3) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Expected dividend | 0% | 0% | 0% | 0% |
Risk free interest | 4.64% | 4.23% | 4.41% | |
Minimum [Member] | ||||
Risk free interest | 4.59% | |||
Expected volatility | 117.54% | 96.37% | 170.40% | 194.20% |
Expected term | 1 year 9 months 29 days | 9 months 29 days | 2 years 29 days | 1 year 29 days |
Maximum [Member] | ||||
Risk free interest | 4.81% | |||
Expected volatility | 119.57% | 98.24% | 224.62% | 201.98% |
Expected term | 1 year 11 months 19 days | 11 months 19 days | 2 years 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 ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Face value of Quick Note | $ 200,000 | $ 200,000 |
Less: unamortized discount | (6,508) | (14,024) |
Carrying value | $ 193,492 | $ 185,976 |
Convertible Note and Derivati_8
Convertible Note and Derivative Liabilities (Details 5) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Convertible Note and Derivative Liabilities | ||
Amortization of debt discount | $ 7,516 | $ 11,377 |
Interest on the convertible notes | 3,989 | 2,959 |
Total | $ 11,505 | $ 14,336 |
Convertible Note and Derivati_9
Convertible Note and Derivative Liabilities (Details 6) - Warrants [Member] - Convertible Note June [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Balance at beginnings | $ 288,720 | $ 301,742 |
Change in fair value - convertible note | (19,665) | (10,740) |
Change in fair value - warrants | (1,853) | (13,310) |
Balance at ending | $ 267,202 | $ 277,692 |
Convertible Note and Derivat_10
Convertible Note and Derivative Liabilities (Details 7) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Jun. 15, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitment Date Convertible 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 | |||
Commitment Date 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 | |||
Warrants [Member] | |||||
Expected dividend | 0% | 0% | 0% | 0% | 0% |
Risk free interest | 4.78% | 4.19% | 4.53% | 4.53% | 4.27% |
Expected volatility | 211.30% | 222.20% | 207.50% | 210.80% | 219.10% |
Expected term | 4 years 2 months 15 days | 4 years 2 months 15 days | 5 years | 4 years 5 months 15 days | 4 years 5 months 12 days |
Convertible Note [Member] | |||||
Expected dividend | 0% | 0% | 0% | 0% | 0% |
Risk free interest | 4.98% | 4.37% | 4.83% | 4.78% | 4.37% |
Expected volatility | 98.20% | 119.70% | 95.60% | 176.90% | 119.70% |
Expected term | 2 months 15 days | 2 months 15 days | 1 year | 5 months 15 days | 5 months 12 days |
Convertible Note and Derivat_11
Convertible Note and Derivative Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Jun. 15, 2023 | Jun. 15, 2022 | Jun. 15, 2021 | Feb. 19, 2020 | Dec. 31, 2019 | Mar. 31, 2024 | Dec. 31, 2023 | |
Accounts payable and accrued liabilities | $ 12,712 | $ 8,723 | |||||
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 | |||||
Purchase shares of common stock | 800,000 | ||||||
Derivative Liabilities [Member] | |||||||
Interest rate per annum | 8% | 8% | |||||
Accounts payable and accrued liabilities related party | $ 27,265 | $ 25,669 | |||||
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 | ||||||
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) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Jonah Meer [Member] | |
Opening balance | $ 338,500 |
Additional | 15,000 |
Ending balance | 353,500 |
Ido Merfeld [Member] | |
Opening balance | 76,000 |
Additional | 7,500 |
Ending balance | 83,500 |
Cubesquare Llc [Member] | |
Opening balance | 10,000 |
Additional | 0 |
Ending balance | $ 10,000 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
May 01, 2019 | Sep. 27, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Unpaid interest | $ 22,920 | $ 21,397 | |||
Principal amount | $ 35,873 | ||||
Aggregate principal amount related party | 25,000 | ||||
Accrued interest payable | $ 10,873 | ||||
Interest expense | 537 | $ 531 | |||
Jonah Meer [Member] | |||||
Accounts payable and accrued liabilities | 20,188 | 33,860 | |||
Ido Merfeld [Member] | |||||
Accounts payable and accrued liabilities | 0 | $ 596 | |||
Cubesquare Llc [Member] | |||||
Due to related party | $ 50,000 | ||||
Interest expense | $ 986 | $ 997 | |||
Ownership Percentage | 25% |
Intellectual Property License_2
Intellectual Property License Agreement and Sponsored Research Agreement (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
May 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Intellectual Property License Agreement and Sponsored Research Agreement | |||
Unpaid annual license fee | $ 50,000 | ||
Unpaid reimbursable patent maintenance costs | $ 4,877 | ||
Research and development expences | 1,000,000 | ||
Annual net sales | 50,000,000 | ||
License fees | $ 25,000 | ||
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 _2
License Agreement Term Sheet and Advisory Board Member Consulting Agreement (Details Narrative) - $ / shares | 3 Months Ended | |||
Mar. 31, 2024 | Nov. 01, 2023 | Oct. 01, 2023 | Jun. 15, 2021 | |
Common stock exercise price per share | $ 1 | $ 1 | ||
Purchase shares of common stock | 800,000 | |||
Funds description | 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 | |||
Licensing Agreements [Member] | ||||
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 | ||
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) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Dividend yield | 0% | 0% | 0% | 0% |
Risk-free interest rate | 4.64% | 4.23% | 4.41% | |
Measurement Date [Member] | Stock Option [Member] | ||||
Dividend yield | 0% | |||
Expected volatility, Minimum | 229.85% | |||
Expected volatility, Maximum | 231% | |||
Risk-free interest rate | 4.34% | |||
Expected life (years) | 3 years | |||
Stock Price, Minimum | $ 0.298 | |||
Stock Price, Maximum | 0.40 | |||
Exercise Price, Minimum | 0.50 | |||
Exercise Price, Maximum | $ 2 |
Stock Plan (Details 1)
Stock Plan (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock option compensation allocated expenses | $ 59,781 | $ 0 |
Research and Development Expense [Member] | ||
Stock option compensation allocated expenses | 55,134 | 0 |
General and Administrative Expense [Member] | ||
Stock option compensation allocated expenses | $ 4,647 | $ 0 |
Stock Plan (Details 2)
Stock Plan (Details 2) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Grant 1 | Scientific Advisor | |
Expiry | Dec. 17, 2024 |
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 |
Unvested | 133,333 |
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 1 | Professors 3 [Member] | |
Expiry | Nov. 01, 2027 |
Exercise price | $ / shares | $ 2 |
Vested | 16,667 |
Grant date | Nov. 01, 2023 |
Unvested | 16,667 |
Grant 2 | Scientific Advisor | |
Expiry | Dec. 10, 2025 |
Exercise price | $ / shares | $ 2 |
Vested | 100,000 |
Grant date | Dec. 10, 2020 |
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 | Professors 2 [Member] | |
Expiry | Oct. 01, 2027 |
Exercise price | $ / shares | $ 0.50 |
Vested | 33,333 |
Grant date | Oct. 01, 2023 |
Unvested | 33,333 |
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 2 | Professors 3 [Member] | |
Expiry | Nov. 01, 2028 |
Exercise price | $ / shares | $ 2 |
Vested | 16,666 |
Grant date | Nov. 01, 2023 |
Unvested | 16,666 |
Grant 3 | Scientific Advisor | |
Expiry | Dec. 22, 2026 |
Exercise price | $ / shares | $ 2 |
Vested | 325,000 |
Grant date | Dec. 22, 2021 |
Grant 3 | Professors [Member] | |
Expiry | Jul. 17, 2027 |
Exercise price | $ / shares | $ 1 |
Vested | 133,333 |
Grant date | Jul. 17, 2023 |
Unvested | 133,333 |
Grant 3 | Professors 2 [Member] | |
Expiry | Oct. 01, 2028 |
Exercise price | $ / shares | $ 0.50 |
Vested | 33,333 |
Grant date | Oct. 01, 2023 |
Unvested | 33,333 |
Grant 3 | Business Advisor [Member] | |
Expiry | Jul. 17, 2026 |
Exercise price | $ / shares | $ 1 |
Vested | 16,667 |
Grant date | Jul. 17, 2023 |
Grant 4 | Scientific Advisor | |
Expiry | Dec. 22, 2027 |
Exercise price | $ / shares | $ 2 |
Vested | 325,000 |
Grant date | Dec. 22, 2022 |
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 | Jul. 17, 2026 |
Exercise price | $ / shares | $ 0.50 |
Vested | 50,000 |
Grant date | Jul. 17, 2023 |
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 | Professors 1 | |
Expiry | Oct. 01, 2028 |
Exercise price | $ / shares | $ 2 |
Vested | 50,000 |
Grant date | Oct. 01, 2023 |
Grant | Professors [Member] | |
Expiry | Jul. 17, 2026 |
Exercise price | $ / shares | $ 1 |
Vested | 133,334 |
Grant date | Jul. 17, 2023 |
Grant | Professors 2 [Member] | |
Expiry | Oct. 01, 2026 |
Exercise price | $ / shares | $ 0.50 |
Vested | 33,334 |
Grant date | Oct. 01, 2023 |
Grant | Professors 3 [Member] | |
Expiry | Nov. 01, 2026 |
Exercise price | $ / shares | $ 2 |
Vested | 16,667 |
Grant date | Nov. 01, 2023 |
Grant 6 | 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, 2026 |
Exercise price | $ / shares | $ 0.50 |
Vested | 50,000 |
Grant date | Jul. 17, 2023 |
Grant 9 | Scientific Advisor | |
Expiry | Jul. 17, 2027 |
Exercise price | $ / shares | $ 0.50 |
Vested | 50,000 |
Grant date | Jul. 17, 2023 |
Unvested | 50,000 |
Grant 10 | Scientific Advisor | |
Expiry | Jul. 17, 2028 |
Exercise price | $ / shares | $ 0.50 |
Vested | 50,000 |
Grant date | Jul. 17, 2023 |
Unvested | 50,000 |
Grant | Business Advisor [Member] | |
Expiry | Jul. 17, 2026 |
Exercise price | $ / shares | $ 1 |
Vested | 16,667 |
Grant date | Jul. 17, 2023 |
Grant 7 | Scientific Advisor | |
Expiry | Jul. 17, 2028 |
Exercise price | $ / shares | $ 0.50 |
Vested | 50,000 |
Grant date | Jul. 17, 2023 |
Unvested | 50,000 |
Stock Plan (Details 3)
Stock Plan (Details 3) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
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 | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Number of Options Outstanding, Beginning balance | 4,783,333 | 4,328,332 | 4,328,332 |
Number of Options, Granted | 0 | ||
Number of Options Canceled, forfeited, or expired | 0 | ||
Number of Options Outstanding, Ending balance | 4,783,333 | 4,328,332 | 4,783,333 |
Numbeer of Options exercisable, Ending balance | 3,883,336 | 4,328,332 | |
Weighted Average Exercise Price, Beginning balance | $ 1.69 | $ 2 | $ 2 |
Weighted Average Exercise Price Granted | 0 | 2 | |
Weighted Average Exercise Price Exercised | 0 | 0 | |
Weighted Average Exercise Price Canceled, forfeited, or expired | 0 | 2 | |
Weighted Average Exercise Price, Ending balance | 1.44 | 2 | $ 1.69 |
Weighted Average Exercise Price Exercisable, Ending balance | 1.87 | 2 | |
Weighted average fair value of options, granted | $ 1.75 | $ 2 | |
Remaining Contract term, Beginning balance | 2 years 10 months 28 days | 2 years 9 months 10 days | |
Remaining Contract term, Ending balance | 2 years 7 months 28 days | 2 years 9 months 10 days | |
Remaining Contract term, Exercisable | 2 years 4 months 20 days | 2 years 9 months 10 days |
Stock Plan (Details Narrative)
Stock Plan (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 04, 2022 | Jul. 17, 2023 | Dec. 22, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 01, 2023 | Oct. 01, 2023 | |
Unrecognized compensation | $ 161,135 | $ 220,916 | ||||||
Licensing Agreements [Member] | ||||||||
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 | ||||||
Three Year Stock Option [Member] | ||||||||
Exercisable option to purchase | 266,668 | |||||||
Exercise price | $ 1 | |||||||
Three Year Stock Option One [Member] | ||||||||
Exercisable option to purchase | 100,000 | |||||||
Exercise price | $ 0.50 | |||||||
Three Year Stock Option Two [Member] | ||||||||
Exercisable option to purchase | 33,334 | |||||||
Exercise price | $ 1 | |||||||
Stock Options Granted To Officers [Member] | ||||||||
Granted an option to purchase of common stock | 650,000 | |||||||
July 15, 2024 [Member] | Three Year Stock Option [Member] | ||||||||
Exercisable option to purchase | 266,666 | |||||||
Exercise price | $ 1 | |||||||
July 15, 2025 [Member] | Three Year Stock Option [Member] | ||||||||
Exercisable option to purchase | 266,666 | |||||||
Exercise price | $ 1 | |||||||
July 15, 2024 One [Member] | Three Year Stock Option [Member] | ||||||||
Exercisable option to purchase | 100,000 | |||||||
Exercise price | $ 0.50 | |||||||
July 15, 2025 One [Member] | Three Year Stock Option [Member] | ||||||||
Exercisable option to purchase | 100,000 | |||||||
Exercise price | $ 0.50 | |||||||
July 15, 2024 Two [Member] | Three Year Stock Option [Member] | ||||||||
Exercisable option to purchase | 33,334 | |||||||
Exercise price | $ 1 | |||||||
July 15, 2025 Two [Member] | Three Year Stock Option [Member] | ||||||||
Exercisable option to purchase | 33,332 | |||||||
Exercise price | $ 1 | |||||||
Stock Options Granted To Science Advisors and Employees [Member] | ||||||||
Granted an option to purchase of common stock | 600,000 | 325,000 | 294,999 | 145,000 | ||||
Weighted average excercise price | $ 2 | |||||||
Stock Options Granted To Science Advisors and Employees [Member] | Licensing Agreements [Member] | ||||||||
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 |
Capital Stock (Details)
Capital Stock (Details) - Common Stock Purchase Warrants [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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) - $ / shares | 1 Months Ended | 3 Months Ended | |
Jun. 15, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | |
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 | 13,649,789 | 13,649,789 | |
Common Stock, Shares Outstanding | 13,649,789 | 13,649,789 | |
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 | |
Preferred Shares, shares outstanding | 2,000 | 2,000 | |
Series A Preferred Stock [Member] | |||
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 | 2,000 | |
Preferred Shares, shares outstanding | 2,000 | 2,000 |