Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55800 | |
Entity Registrant Name | QRONS INC. | |
Entity Central Index Key | 0001689084 | |
Entity Tax Identification Number | 81-3623646 | |
Entity Incorporation, State or Country Code | WY | |
Entity Address, Address Line One | 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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,289,789 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 57,174 | $ 57,632 |
Prepaid expenses | 2,000 | |
Total current assets | 59,174 | 57,632 |
TOTAL ASSETS | 59,174 | 57,632 |
Current liabilities | ||
Accounts payable and accrued liabilities | 71,458 | 49,059 |
Accounts payable and accrued liabilities – related party | 39,848 | 43,768 |
Demand loans, related party | 50,000 | 50,000 |
Advances from related party | 286,000 | 286,000 |
Unsecured short-term advances | 100,000 | 100,000 |
Convertible notes – related party, net of debt discount | 25,000 | 25,000 |
Convertible notes, net of debt discount | 103,905 | 43,636 |
Derivative liabilities | 351,694 | 154,485 |
Total current liabilities | 1,027,905 | 751,948 |
Total liabilities | 1,027,905 | 751,948 |
Stockholders’ deficit | ||
Series A Preferred stock: $0.001 par value; 10,000 shares authorized; 2,000 shares issued and outstanding | 2 | 2 |
Common stock, $0.0001 par value: 100,000,000 shares authorized; 13,289,789 shares issued and outstanding | 1,329 | 1,329 |
Additional paid-in capital | 7,043,996 | 7,037,796 |
Accumulated deficit | (8,014,058) | (7,733,443) |
Total stockholders’ deficit | (968,731) | (694,316) |
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ 59,174 | $ 57,632 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Series A Preferred Shares, par value | $ 0.001 | $ 0.001 |
Series A Preferred Shares, authorized | 10,000 | 10,000 |
Series A Preferred Shares, shares issued | 2,000 | 2,000 |
Series A Preferred Shares, shares outstanding | 2,000 | 2,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 13,289,789 | 13,289,789 |
Common stock, shares outstanding | 13,289,789 | 13,289,789 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | ||||
Operating expenses: | ||||
Research and development expenses | 9,076 | 33,441 | 32,262 | 207,900 |
Professional fees | 11,868 | 9,010 | 35,808 | 39,526 |
General and administrative expenses | 9,363 | 20,977 | 43,398 | 48,528 |
Total operating expenses | 30,307 | 63,428 | 111,468 | 295,954 |
Loss from operations | (30,307) | (63,428) | (111,468) | (295,954) |
Other income (expense) | ||||
Interest expense | (43,526) | (12,460) | (166,270) | (39,559) |
Change in derivative liabilities | (6,047) | (78,045) | (2,877) | (75,283) |
Total other income (expense) | (49,573) | (90,505) | (169,147) | (114,842) |
Net loss | $ (79,880) | $ (153,933) | $ (280,615) | $ (410,796) |
Net loss per common share – basic and diluted | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.03) |
Weighted average shares outstanding basic and diluted | 13,289,789 | 13,182,180 | 13,289,789 | 13,120,811 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders Equity Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 2 | $ 1,309 | $ 6,561,047 | $ (7,070,480) | $ (508,122) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 2,000 | 13,089,789 | |||
Stock options granted to non-employees as research and development costs | 67,554 | 67,554 | |||
Net loss for the period | (240,132) | (240,132) | |||
Ending balance, value at Mar. 31, 2020 | $ 2 | $ 1,309 | 6,632,001 | (7,310,612) | (677,300) |
Shares, Outstanding, Ending Balance at Mar. 31, 2020 | 2,000 | 13,089,789 | |||
Warrants exercised associated with private placement | 3,400 | 3,400 | |||
Beginning balance, value at Dec. 31, 2019 | $ 2 | $ 1,309 | 6,561,047 | (7,070,480) | (508,122) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 2,000 | 13,089,789 | |||
Net loss for the period | (410,796) | ||||
Ending balance, value at Sep. 30, 2020 | $ 2 | $ 1,329 | 6,781,538 | (7,481,276) | (698,407) |
Shares, Outstanding, Ending Balance at Sep. 30, 2020 | 2,000 | 13,289,789 | |||
Beginning balance, value at Mar. 31, 2020 | $ 2 | $ 1,309 | 6,632,001 | (7,310,612) | (677,300) |
Shares, Outstanding, Beginning Balance at Mar. 31, 2020 | 2,000 | 13,089,789 | |||
Stock options granted to non-employees as research and development costs | 29,717 | 29,717 | |||
Net loss for the period | (16,731) | (16,731) | |||
Ending balance, value at Jun. 30, 2020 | $ 2 | $ 1,309 | 6,661,718 | (7,327,343) | (664,314) |
Shares, Outstanding, Ending Balance at Jun. 30, 2020 | 2,000 | 13,089,789 | |||
Stock options granted to non-employees as research and development costs | 19,840 | 19,840 | |||
Net loss for the period | (153,933) | (153,933) | |||
Ending balance, value at Sep. 30, 2020 | $ 2 | $ 1,329 | 6,781,538 | (7,481,276) | (698,407) |
Shares, Outstanding, Ending Balance at Sep. 30, 2020 | 2,000 | 13,289,789 | |||
Stock issued for private placement | $ 20 | 99,980 | 100,000 | ||
Stock issued for private placement, shares | 200,000 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 2 | $ 1,329 | 7,037,796 | (7,733,443) | (694,316) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 2,000 | 13,289,789 | |||
Stock options granted to non-employees as research and development costs | 3,100 | 3,100 | |||
Net loss for the period | (235,309) | (235,309) | |||
Ending balance, value at Mar. 31, 2021 | $ 2 | $ 1,329 | 7,040,896 | (7,968,752) | (926,525) |
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 2,000 | 13,289,789 | |||
Beginning balance, value at Dec. 31, 2020 | $ 2 | $ 1,329 | 7,037,796 | (7,733,443) | (694,316) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 2,000 | 13,289,789 | |||
Net loss for the period | (280,615) | ||||
Ending balance, value at Sep. 30, 2021 | $ 2 | $ 1,329 | 7,043,996 | (8,014,058) | (968,731) |
Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 2,000 | 13,289,789 | |||
Beginning balance, value at Mar. 31, 2021 | $ 2 | $ 1,329 | 7,040,896 | (7,968,752) | (926,525) |
Shares, Outstanding, Beginning Balance at Mar. 31, 2021 | 2,000 | 13,289,789 | |||
Stock options granted to non-employees as research and development costs | 3,100 | 3,100 | |||
Net loss for the period | 34,574 | 34,574 | |||
Ending balance, value at Jun. 30, 2021 | $ 2 | $ 1,329 | 7,043,996 | (7,934,178) | (888,851) |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 2,000 | 13,289,789 | |||
Net loss for the period | (79,880) | (79,880) | |||
Ending balance, value at Sep. 30, 2021 | $ 2 | $ 1,329 | $ 7,043,996 | $ (8,014,058) | $ (968,731) |
Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 2,000 | 13,289,789 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (280,615) | $ (410,796) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock options issued for research and development expense | 6,200 | 117,111 |
Warrants granted as financing costs | 3,400 | |
Non cash interest expense | 94,332 | |
Accretion of debt discount | 60,269 | 26,350 |
Change in derivative liabilities | 2,877 | 75,284 |
Changes in operating assets and liabilities: | ||
(Increase) decrease prepaid expenses | 2,000 | (54,522) |
(Decrease) increase accounts payable and accrued liabilities | 22,399 | (62,483) |
(Decrease) increase accounts payable and accrued liabilities, related party | (3,920) | 11,045 |
Net cash (used by) operating activities | (100,458) | (185,567) |
Cash Flows From Investing Activities | ||
Net cash provided from used by investing activities | ||
Cash Flows From Financing Activities | ||
Proceeds from private placement | 100,000 | |
Proceeds from convertible notes | 100,000 | 10,000 |
Proceeds from related party advances | 101,000 | |
Net cash provided from financing activities | 100,000 | 211,000 |
Increase (decrease) in cash and cash equivalents | (458) | 25,433 |
Cash at beginning of year | 57,632 | 67,025 |
Cash at end of period | 57,174 | 92,458 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | ||
Income taxes paid | ||
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES | ||
Derivative liability associated with debt discount | 51,009 | 7,915 |
Derivative liability associated with warrants | $ 143,323 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 was upgraded from the Pink Market and commenced trading on the OTCQB Venture Market on August 12, 2019. The Company is an innovative biotechnology company dedicated to developing biotech products, treatments and technologies to combat neuronal diseases, which are an enormous social and economic burden on society. The Company seeks to engage in strategic arrangements with companies and institutions that are developing breakthrough technologies in the fields of artificial intelligence, machine learning, molecular biology, stem cells and tissue engineering, for deployment in the fight against neuronal diseases. The Company’s search is currently focused on researchers based in Israel, a country which is world-renowned for biotech innovations. The Company’s principal executive office is located at 50 Battery Place, #7T, New York, New York 10280. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Financial Statement Presentation: 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 32,262 207,900 Advertising and Marketing Costs: 18,107 24,307 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 Fair value measurements on Level 1 Level 2 Level 3 As of September 30, 2021: Liabilities Derivative liabilities $ - $ - $ 351,694 As of December 31, 2020: Liabilities Derivative liabilities $ - $ - $ 154,485 Warrants: Derivatives and Hedging Income taxes: Income Taxes Basic and Diluted Loss Per Share Earnings Per Share Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method), convertible notes, classes of shares with conversion features, and stock awards and stock options. The table below reflects the potentially dilutive securities at each reporting period September 30, December 31, Research warrants at 3% of issued and outstanding shares 398 694 398 694 Convertible notes 568,184 445,400 Series A preferred shares 700 700 Stock options vested 3,185,000 3,243,333 Stock options not yet vested - 33,333 Stock purchase warrants 295,000 180,000 Total 4,447,578 4,301,460 New Accounting Pronouncements : Certain new accounting pronouncements that have been issued are not expected to have a material effect on the Company’s financial statements |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 – Going Concern The Company has experienced net losses to date and has not generated revenues from operations. While the Company raised proceeds of $ 100,000 211,000 The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty. Covid-19 Pandemic The COVID-19 pandemic has had an adverse impact on the research and development of our product candidates. Research facilities at Dartmouth were subject to closures as well as laboratories at Ariel in Israel during fiscal 2020. This resulted in our discontinuing our research at these Universities and was part of our decision to adjust our research to be collaborative and to seek aligning with third parties to advance our expanded goals. We do not currently know the full extent of potential delays of research in the future as a result of the continuing pandemic restrictions. COVID-19 has also caused significant disruptions to the global financial markets, which severely impacts our ability to raise additional capital. We terminated our employees in April 2020 in an effort to conserve resources as we evaluate our business development efforts. The ultimate impact on us and our research relationships is currently uncertain. We may be required to further reduce operations or cease operations if we are unable to finance our operations. Management is actively monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to fully estimate the effects of the COVID-19 outbreak on its planned operations or financial condition in the next 12 months. However, while significant uncertainty remains, the Company believes it is likely that the COVID-19 outbreak will have a negative impact on its ability to raise additional financing and will result in delays as it continues to impact the Company’s workforce and its collaborative development efforts. |
Convertible Note _ Related Part
Convertible Note – Related Party and Derivative Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Note Related Party And Derivative Liabilities | |
Convertible Note – Related Party and Derivative Liabilities | Note 4 – Convertible Note – Related Party and Derivative Liabilities On September 1, 2016, the Company entered into a convertible debenture agreement with Decagon LLC, doing business as CubeSquare, LLC (“CubeSquare”), of which its Chief Executive Officer is the managing partner and its President is a 25 10,000 8 (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 8 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. The Company analyzed the amendment to Note 1 and Note 2 under ASC 815-10-15-83 and concluded that the conversion feature within these two convertible Notes meet the definition of a derivative. The Company estimated the fair value of the derivative at each report date using the Black-Scholes valuation model to value the derivative liability related to the variable conversion rate. The carrying value of these convertible notes is as follows September 30, December 31, Face value of certain convertible notes $ 25,000 $ 25,000 Carrying value $ 25,000 $ 25,000 Schedule of interest on the convertible note Three Months ended Nine Months ended September 30, September 30, 2021 2020 2021 2020 Interest on the convertible notes $ 504 $ 507 $ 1,496 $ 1,510 As of September 30, 2021 and December 31, 2020, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $ 8,945 7,449 As a result of the application of ASC 815, the fair value of the derivative liability associated with the conversion Balance at December 31, 2019 $ 37,182 Change in fair value 24,500 Balance at December 31, 2020 61,682 Change in fair value 16,927 Balance at September 30, 2021 $ 78,609 The fair value at the commitment and re-measurement dates derivative liabilities were based upon the following management assumptions Commitment Date December 31, 2020 September 30, 2021 Expected dividends 0 0 0 Expected volatility 101% ~103% 316% ~ 333% 306% ~ 320% Expected term 0.92 ~ 1 year 0.74 year 1 year Risk free interest rate 1.33% 0.09% 0.09% |
Convertible Note and Derivative
Convertible Note and Derivative Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Note And Derivative Liabilities | |
Convertible Note and Derivative Liabilities | Note 5 – Convertible Note and Derivative Liabilities (1) 8% Convertible notes with warrants issued in December 2019 and February 2020 In December 2019, we issued and sold in a private offering 8 70,000 convertible into shares of our common stock at a conversion price (the “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 price per share of common stock as the Company and the holder may agree from time to time. In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 70,000 shares of common stock at an exercise price of $1.00. On February 19, 2020 we issued and sold in a private offering 8 10,000 Such notes are 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; and (c) such other as the Company and the holder may agree. In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 10,000 shares of common stock at an exercise price of $1.00 The carrying value of these convertible notes September 30, December 31, Face value of certain convertible notes $ 80,000 $ 80,000 Less: unamortized discount (9,571 ) (36,364 ) Carrying value $ 70,429 $ 43,636 Interest expenses associated with the convertible notes Three Months ended Nine Months ended September 30, September 30, 2021 2020 2021 2020 Amortization on debt discount $ 9,029 $ 9,030 $ 26,793 $ 26,350 Interest on the convertible notes 1,916 1,915 4,485 5,296 Total $ 10,945 $ 10,925 $ 31,278 $ 31,646 As of September 30, 2021 and December 31, 2020, the unpaid interest balance under Accounts payable and accrued liabilities was $ 11,858 7,373 The convertible notes qualify for derivative accounting and bifurcation under ASC 815. The derivative liability of the $ 80,000 72,689 As a result of the application of ASC 815, as of September 30, 2021 and 2020, the fair value of the derivative liability associated with the conversion feature Balance at December 31, 2019 $ 52,185 Derivative addition associated with convertible notes 7,915 Change in fair value 32,703 Balance at December 31, 2020 92,803 Change in fair value 6,972 Balance at September 30, 2021 $ 99,755 The fair value at the commitment and re-measurement dates Commitment Date December 31, 2020 September 30, 2021 Expected dividends 0 0 0 Expected volatility 154% ~173% 280% ~296% 179%~215% Expected term 2.10 years 1.05 ~ 1.25 years 0.33 ~ 0.47 years Risk free interest rate 1.42 ~ 1.65% 0.10% 0.04% (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 “Note”), which included an original issuance discount of 10% and a $3,500 credit for legal and transaction costs. In connection with this convertible note issuance, Quick Capital was also issued a five-year warrant (the “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 “Warrant Shares”) subject to adjustments for dilutive issuances at lower prices. The 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 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 (“full ratchet reset”). The Note may not be prepaid. The Company is subject to significant cash penalties if the Company defaults on the notes or in the event shares are not issued timely when a notice of conversion is provided. If an event of default occurs, the Note will become immediately due and payable in an amount equal to 150% of the then outstanding principal amount of the 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 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. (2) 8% Convertible note with warrants issued on June 15, 2021 The Company valued the embedded default derivative liability of the Note and the Warrant liability, including the full ratchet reset feature, using Monte Carlo models. The carrying value of the Note is as follows September 30, June 15, Face value of certain convertible notes $ 115,000 $ 115,000 Less: unamortized discount (81,524 ) (115,000 ) Carrying value $ 33,476 $ - Interest expenses associated with the conversion Three Months ended Nine Months ended September 30, September 30, 2021 2020 2021 2020 Amortization on debt discount $ 28,750 $ - $ 33,476 $ - Day one loss associated with derivative liability 79,332 79,332 Interest on the convertible notes 2,319 - 2,697 - Total $ 110,401 $ - $ 115,505 $ - As a result of the application of ASC 815 as of September 30, 2021 and June 15, 2021, the fair value of the derivative liability associated with the conversion feature is summarized as follows Derivative liability associated with convertible note on commitment date $ 51,009 Derivative liability associated with warrants on commitment date 143,323 Derivative liability at June 15, 2021 194,332 Change in fair value – convertible note (21,165 ) Change in fair value – warrants 163 Balance at September 30, 2021 $ 173,330 The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities Convertible note: Commitment Date September 30, 2021 Expected dividends 0 0 Expected volatility 307.10 % 211.7 % Expected term 1 years 0.71 years Risk free interest rate 0.18 % 0.23 % Warrants; Commitment Date September 30, 2021 Expected dividends 0 0 Expected volatility 201.70 % 200.60 % Expected term 5 years 4.71 years Risk free interest rate 0.65 % 0.67 % |
Unsecured Short-Term Advance fr
Unsecured Short-Term Advance from Third Party | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
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, 2021 and December 31, 2020. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 8 1,008 2,991 1,008 3,003 9,665 6,674 (2) Advances from Related Parties During the year ended December 31, 2019, the Company received $ 135,000 70,000 On August 20, 2019, the Company received $ 50,000 21,000 During the year ended December 31, 2020, the Company received $ 10,000 (3) Others Jonah Meer, the Company’s Chief Executive Officer, made payments to various vendors during the years ended December 31, 2019 and 2020. The balance payable to Mr. Meer of $ 21,068 28,475 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 1,169 |
License and Research Funding Ag
License and Research Funding Agreement | 9 Months Ended |
Sep. 30, 2021 | |
License And Research Funding Agreement | |
License and Research Funding Agreement | Note 8 – License and Research Funding Agreement Royalty Agreement Ariel Scientific Innovation Ltd On November 30, 2019, the Company entered into a royalty and license fee sharing agreement (the “Royalty Agreement”) with Ariel Scientific Innovations Ltd., a wholly owned subsidiary of Ariel University, in Ariel, Israel (“Ariel”), which, among other things, superseded and terminated the original license and research funding agreement, dated December 14, 2016, as amended, between the Company and Ariel (the “License Agreement”). Upon the occurrence of an Exit Event, as such term is described in the Royalty Agreement, including an underwritten public offering of the Company’s shares with proceeds of at least $25 million, a consolidation, merger or reorganization of the Company, and a sale of all or substantially all of the shares and/or the assets of the Company, Ariel has the right to require the Company to issue up to 3% of the then issued and outstanding shares of its common stock. The issuance of any such shares in the future will result in dilution to the interests of other stockholders. In consideration for the parties’ agreement to terminate the License Agreement and for future general scientific collaboration between the parties, the Company agreed to pay Ariel a royalty of 1.25% of net sales (as defined in the Royalty Agreement) of products sold by the Company, or its affiliates and licensees for fifteen years from the first commercial sale in a particular country. Services agreements which the Company had with Ariel related to laboratory access, molecular biology and neurobiology research, and other services terminated during the year ended December 31, 2020. During 2020, Ariel refunded to the Company certain previously advanced and unused funds. |
Intellectual Property License A
Intellectual Property License Agreement and Sponsored Research Agreement | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intellectual Property License Agreement and Sponsored Research Agreement | Note 9 – Intellectual Property License Agreement and Sponsored Research Agreement Dartmouth College – IP License Agreement On October 2, 2019, the Company entered into 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 $ 25,000 500,000 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. The Company recorded $ 18,750 Dartmouth College – Sponsored Research Agreement On July 12, 2018, the Company entered into a one-year sponsored research agreement (the “Sponsored Research Agreement”) with the Trustees of Dartmouth College (“Dartmouth”) pursuant to which the Company will support and fund the cost of research conducted by Dartmouth of mutual interest to the parties in accordance with the Agreement. Intellectual property invented or developed solely by a party will be owned by such party and intellectual property jointly invented or developed shall be jointly owned. On November 4, 2019, the parties entered into an amendment to the Sponsored Research Agreement which extended the term of the Agreement through July 14, 2020. The Sponsored Research Agreement expired by its terms in July 2020. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 10 – Commitments (1) Science Advisory Board Member Consulting Agreements (the “Consulting Agreements”) As part of its ongoing program of research and development, the Company has retained distinguished scientists and other qualified individuals to advise the Company with respect to its technology and business strategy and to assist it in the research, development and analysis of the Company’s technology and products. In furtherance thereof, the Company has retained certain Advisors as members of its Scientific Advisory Board and Business Advisory Board as described below, and the Company and Advisors have entered into Consulting Agreements with the following terms and conditions: - Scientific Advisory Board and Consulting Services - Advisor shall provide general consulting services to Company (the “Services”) as a member of its Scientific Advisory Board (“SAB”). As a member of the SAB, Advisor agrees to provide the Services as follows: (a) attending meetings of the Company’s SAB; (b) performing the duties of a SAB member at such meetings, as established from time to time by the mutual agreement of the Company and the SAB members, including without limitation meeting with Company employees, consultants and other SAB members, reviewing goals of the Company and assisting in developing strategies for achieving such goals, and providing advice, support, theories, techniques and improvements in the Company’s scientific research and product development activities; and (c) providing consulting services to Company at its request, including a reasonable amount of informal consultation over the telephone or otherwise as requested by Company. Advisor’s consultation with Company will involve services as scientific, technical and business advisor to the Company and its management with respect to neuronal injuries and neuro degenerative diseases. - SAB Consulting Compensation - the Company shall grant to Advisor the option to purchase certain number of shares of the common stock of the Company as per the stock option award grant. The options are subject to terms and provisions of the Company’s 2016 Stock Option and Stock Award Plan. (2) Business Advisory Board Agreements On February 10, 2020, the Company entered into a one-year advisory board member consulting agreement with Michael Maizel to serve on the Company’s Advisory Board as a business advisor. The Advisory Board Agreement automatically renews for up to two additional one-year periods, unless earlier terminated by either party upon 30 days’ prior written notice to the other party. In consideration for serving on the Advisory Board, the Company granted an option to purchase 50,000 25,000 |
Stock Plan
Stock Plan | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Plan | Note 11 – Stock Plan 2016 Stock Option and Stock Award On December 14, 2016, the Board adopted the Company’s 2016 Stock Option and Stock Award Plan (the “Plan”). The Plan provides for the award of stock options (incentive and non-qualified), stock awards and stock appreciation rights to officers, directors, employees and consultants who provide services to the Company. The terms of awards under the Plan are made by the Board. The Company has reserved 10 million shares for issuance under the Plan. (a) Stock Options granted to Science Advisors and Business Advisors On November 15, 2017, under the Plan, the Board awarded two of its Science Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 6,667 shares of common stock at an exercise price of $2.00 per share, (ii) an option to purchase 6,667 shares of common stock exercisable on November 15, 2018 at an exercise price of $2.00 per share and (iii) an option to purchase 6,666 shares of common stock exercisable on November 15, 2019 at an exercise price of $2.00 per share, provided that such Advisors are providing services to the Company at the time of exercise 13,334 On April 16, 2018, under the Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 10,000 shares of common stock, exercisable on April 16, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 10,000 shares of common stock exercisable on April 16, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 10,000 shares of common stock exercisable on April 16, 2020 at an exercise price of $2.00 per share, provided the Advisor is providing services to the Company at the time of exercise 10,000 On August 15, 2018, under the Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 6,667 shares of common stock, exercisable on August 15, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 6,667 shares of common stock exercisable on August 15, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 6,666 shares of common stock exercisable on August 15, 2020 at an exercise price of $2.00 per share, provided the Advisor is providing services to the Company at the time of exercise On July 1, 2019, under the Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 33,334 shares of common stock, exercisable on July 1, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2021 at an exercise price of $2.00 per share, provided the advisor is providing services to the Company at the time of exercise. On February 10, 2020 under the Plan, the Company granted three-year options to purchase an aggregate of 50,000 shares of its common stock at an exercise price of $2.00 per share, to a Business Advisor (Note 10(2) above). 25,000 of such shares subject to the option were immediately exercisable and expire on February 10, 2023, and 25,000 shares vest on February 10, 2021 and expire on February 10, 2024. On July 15, 2020, 25,000 unvested options were forfeited. In January 2021, 25,000 vested options were forfeited (b) Stock Options granted to Employees: On December 10, 2018, the Board awarded an employee the following three-year stock options under the Plan: (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, provided the employee is providing services to the Company at the time of exercise. On March 23, 2020, the options previously vesting on December 10, 2020 shall vest immediately with an expiration date of March 23, 2023. On December 10, 2019, the Board awarded an employee, the following three-year stock options under the Plan: (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2021 at an exercise price of $2.00 per share, provided the employee is providing services to the Company at the time of exercise. On December 10, 2020, under the Plan, the Board awarded an employee, an immediately exercisable three-year stock option to purchase 100,000 2.00 The following table is the recognized compensation in respect of the above stock option compensation Three Months ended Nine Months ended September 30, September 30, 2021 2020 2021 2020 Research and development expenses $ - $ 19,840 $ 6,200 $ 117,111 As of September 30, 2021 and December 31, 2020, total unrecognized compensation remaining to be recognized in future periods totaled $ 0 6,100 (c) Stock Options granted to Officers: On June 25, 2019, the Company appointed John N. Bonfiglio, PhD as its chief operating officer, effective July 1, 2019. As compensation, Dr. Bonfiglio was granted a three-year stock option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, 50,000 of which shares vested upon grant and 25,000 shares vest on each of July 1, 2020 and July 1, 2021, provided Dr. Bonfiglio is in the employ of the Company on such dates. Mr. Bonfiglio was terminated as chief operating officer as of November 30, 2019. Accordingly, all unvested stock options terminated on such date. In January, 2021, 50,000 vested options were forfeited On December 10, 2019, the Board granted five-year options to purchase 325,000 2.00 On December 10, 2020, the Board granted five-year options to purchase 325,000 2.00 There was no compensation recognized in the three and nine months ended September 30, 2021 and 2020 related to stock option grants. As of September 30, 2021 and December 31, 2020, there was no unrecognized compensation remaining to be recognized in future periods. The fair value of each option award referenced above is estimated on the date of gran Measurement date Dividend yield 0% Expected volatility 114.69 ~ 186.80% Risk-free interest rate 0.39% ~ 2.68% Expected life (years) 3 ~ 5 Stock Price $0.38 ~ 2.80 Exercise Price $0.40 ~ 2.00 A summary of the activity for the Company’s stock options September 30, 2021 December 31, 2020 Weighted Average Weighted Average Remaining Contractual Life Weighted Average Weighted Average Remaining Contractual Life Shares Price (in years) Shares Price (in years) Outstanding, beginning of period 3,276,666 $ 2 3.28 2,515,000 $ 1.98 3.78 Granted - - - 800,000 $ 2 - Exercised - - - - $ - - Canceled/forfeited (91,666 ) $ 2 - (38,334 ) $ 2 - Outstanding, end of period 3,185,000 $ 2 3.08 3,276,666 $ 2 3.28 Options exercisable, end of period 3,185,000 $ 2 2.59 3,243,333 $ 2 3.28 Options expected to vest, end of period - $ - - 33,333 $ 2 2 Weighted average fair value of options granted $ 1.98 $ 1.98 |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Capital Stock | Note 12 – Capital Stock Authorized: The Company has authorized 100,000,000 0.0001 10,000 0.001 Series A Preferred Stock: The Series A Preferred Stock is redeemable at the option of the Company at any time, in whole or in part, upon 10 trading days prior notice, at a price of $1.00 per share plus 4% per annum from the date of issuance (the “Stated Value”). The holders of the Series A Preferred Stock are entitled to a liquidation preference equal to the Stated Value, prior to the holders of other preferred stock or common stock. The holders of the Series A Preferred Stock have the right to convert such stock into common stock at a conversion rate equal to the Stated Value as of the conversion date divided by the average closing price of the common stock for the five previous trading days. The Company is required to reserve sufficient number of shares for the conversion of the Series A Preferred Stock. The holders of Class A Preferred Stock shall vote together as a single class with the holders of the Company’s common stock and the holders of any other class or series of shares entitled to vote with the common stock, with the holders of Class A Preferred Stock being entitled to 66 2/3% of the total votes on all such matters, regardless of the actual number of shares of Class A Preferred Stock then outstanding. There was a total of 2,000 Common Stock In August 2020, the Company sold an aggregate of 200,000 100,000 There was a total of 13,289,789 Common Stock Purchase Warrants As of September 30, 2021 and December 31, 2020, the following common stock purchase warrants were outstanding Warrants Weighted Average Outstanding – December 31, 2019 70,000 (1) $ 1.00 Granted 110,000 (2)(3) 1.00 Canceled/forfeited - - Exercised - - Outstanding – December 31, 2020 180,000 1.00 Outstanding – December 31, 2020 180,000 1.00 Granted 115,000 (4) $ 1.00 Canceled/forfeited - - Exercised - - Outstanding –September 30, 2021 295,000 $ 1.00 (1) During the year ended December 31, 2019, the Company granted certain convertible notes holders warrants to purchase an aggregate of 70,000 1.00 36,410 (2) During the year ended December 31, 2020, the Company granted a convertible note holder a warrant to purchase 10,000 1.00 3,400 (3) Each two shares of common stock purchased in a private offering included one warrant to purchase an additional share of common stock at an exercise price of $1.00. (4) On June 15, 2021, the Company granted a convertible note holder a warrant to purchase 115,000 1.00 The fair value of the outstanding common stock purchase warrants Measurement date Dividend yield 0% Expected volatility 97.90~20.70% Risk-free interest rate 0.16 ~ 1.72% Expected life (years) 2.71 ~ 5.00 Stock Price $0.25 ~ $0.99 Exercise Price $0.40 ~ $1.00 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events The Company has evaluated events for the period from September 30, 2021 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, 2021 | |
Accounting Policies [Abstract] | |
Financial Statement Presentation: | Financial Statement Presentation: 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 32,262 207,900 |
Advertising and Marketing Costs: | Advertising and Marketing Costs: 18,107 24,307 |
Related Parties: | Related Parties: |
Stock Based Compensation and Other Share-Based Payments: | Stock Based Compensation and Other Share-Based Payments: Compensation - Stock Compensation |
summary of the fair value of the Company’s derivative liabilities | 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 Fair value measurements on Level 1 Level 2 Level 3 As of September 30, 2021: Liabilities Derivative liabilities $ - $ - $ 351,694 As of December 31, 2020: Liabilities Derivative liabilities $ - $ - $ 154,485 Warrants: Derivatives and Hedging Income taxes: Income Taxes Basic and Diluted Loss Per Share Earnings Per Share Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method), convertible notes, classes of shares with conversion features, and stock awards and stock options. The table below reflects the potentially dilutive securities at each reporting period September 30, December 31, Research warrants at 3% of issued and outstanding shares 398 694 398 694 Convertible notes 568,184 445,400 Series A preferred shares 700 700 Stock options vested 3,185,000 3,243,333 Stock options not yet vested - 33,333 Stock purchase warrants 295,000 180,000 Total 4,447,578 4,301,460 |
Warrants: | Warrants: Derivatives and Hedging |
Income taxes: | Income taxes: Income Taxes |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Earnings Per Share Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method), convertible notes, classes of shares with conversion features, and stock awards and stock options. The table below reflects the potentially dilutive securities at each reporting period September 30, December 31, Research warrants at 3% of issued and outstanding shares 398 694 398 694 Convertible notes 568,184 445,400 Series A preferred shares 700 700 Stock options vested 3,185,000 3,243,333 Stock options not yet vested - 33,333 Stock purchase warrants 295,000 180,000 Total 4,447,578 4,301,460 |
New Accounting Pronouncements | New Accounting Pronouncements : Certain new accounting pronouncements that have been issued are not expected to have a material effect on the Company’s financial statements |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
table below reflects the potentially dilutive securities at each reporting period | The following table provides a summary of the fair value of the Company’s derivative liabilities Fair value measurements on Level 1 Level 2 Level 3 As of September 30, 2021: Liabilities Derivative liabilities $ - $ - $ 351,694 As of December 31, 2020: Liabilities Derivative liabilities $ - $ - $ 154,485 |
table below reflects the potentially dilutive securities at each reporting period | The table below reflects the potentially dilutive securities at each reporting period September 30, December 31, Research warrants at 3% of issued and outstanding shares 398 694 398 694 Convertible notes 568,184 445,400 Series A preferred shares 700 700 Stock options vested 3,185,000 3,243,333 Stock options not yet vested - 33,333 Stock purchase warrants 295,000 180,000 Total 4,447,578 4,301,460 |
Convertible Note _ Related Pa_2
Convertible Note – Related Party and Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Note Related Party And Derivative Liabilities | |
The carrying value of these convertible notes is as follows | The carrying value of these convertible notes is as follows September 30, December 31, Face value of certain convertible notes $ 25,000 $ 25,000 Carrying value $ 25,000 $ 25,000 |
Schedule of interest on the convertible note | Schedule of interest on the convertible note Three Months ended Nine Months ended September 30, September 30, 2021 2020 2021 2020 Interest on the convertible notes $ 504 $ 507 $ 1,496 $ 1,510 |
the derivative liability associated with the conversion | As a result of the application of ASC 815, the fair value of the derivative liability associated with the conversion Balance at December 31, 2019 $ 37,182 Change in fair value 24,500 Balance at December 31, 2020 61,682 Change in fair value 16,927 Balance at September 30, 2021 $ 78,609 |
derivative liabilities were based upon the following management assumptions | The fair value at the commitment and re-measurement dates derivative liabilities were based upon the following management assumptions Commitment Date December 31, 2020 September 30, 2021 Expected dividends 0 0 0 Expected volatility 101% ~103% 316% ~ 333% 306% ~ 320% Expected term 0.92 ~ 1 year 0.74 year 1 year Risk free interest rate 1.33% 0.09% 0.09% |
Convertible Note and Derivati_2
Convertible Note and Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Note And Derivative Liabilities | |
carrying value of these convertible notes | The carrying value of these convertible notes September 30, December 31, Face value of certain convertible notes $ 80,000 $ 80,000 Less: unamortized discount (9,571 ) (36,364 ) Carrying value $ 70,429 $ 43,636 |
Interest expenses associated with the convertible notes | Interest expenses associated with the convertible notes Three Months ended Nine Months ended September 30, September 30, 2021 2020 2021 2020 Amortization on debt discount $ 9,029 $ 9,030 $ 26,793 $ 26,350 Interest on the convertible notes 1,916 1,915 4,485 5,296 Total $ 10,945 $ 10,925 $ 31,278 $ 31,646 |
the fair value of the derivative liability associated with the conversion feature | As a result of the application of ASC 815, as of September 30, 2021 and 2020, the fair value of the derivative liability associated with the conversion feature Balance at December 31, 2019 $ 52,185 Derivative addition associated with convertible notes 7,915 Change in fair value 32,703 Balance at December 31, 2020 92,803 Change in fair value 6,972 Balance at September 30, 2021 $ 99,755 |
the commitment and re-measurement dates | The fair value at the commitment and re-measurement dates Commitment Date December 31, 2020 September 30, 2021 Expected dividends 0 0 0 Expected volatility 154% ~173% 280% ~296% 179%~215% Expected term 2.10 years 1.05 ~ 1.25 years 0.33 ~ 0.47 years Risk free interest rate 1.42 ~ 1.65% 0.10% 0.04% |
The carrying value of the Note is as follows | The carrying value of the Note is as follows September 30, June 15, Face value of certain convertible notes $ 115,000 $ 115,000 Less: unamortized discount (81,524 ) (115,000 ) Carrying value $ 33,476 $ - |
Interest expenses associated with the conversion | Interest expenses associated with the conversion Three Months ended Nine Months ended September 30, September 30, 2021 2020 2021 2020 Amortization on debt discount $ 28,750 $ - $ 33,476 $ - Day one loss associated with derivative liability 79,332 79,332 Interest on the convertible notes 2,319 - 2,697 - Total $ 110,401 $ - $ 115,505 $ - |
the fair value of the derivative liability associated with the conversion feature is summarized as follows | As a result of the application of ASC 815 as of September 30, 2021 and June 15, 2021, the fair value of the derivative liability associated with the conversion feature is summarized as follows Derivative liability associated with convertible note on commitment date $ 51,009 Derivative liability associated with warrants on commitment date 143,323 Derivative liability at June 15, 2021 194,332 Change in fair value – convertible note (21,165 ) Change in fair value – warrants 163 Balance at September 30, 2021 $ 173,330 |
fair value at the commitment and re-measurement dates for the Company’s derivative liabilities | The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities Convertible note: Commitment Date September 30, 2021 Expected dividends 0 0 Expected volatility 307.10 % 211.7 % Expected term 1 years 0.71 years Risk free interest rate 0.18 % 0.23 % Warrants; Commitment Date September 30, 2021 Expected dividends 0 0 Expected volatility 201.70 % 200.60 % Expected term 5 years 4.71 years Risk free interest rate 0.65 % 0.67 % |
Stock Plan (Tables)
Stock Plan (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
the recognized compensation in respect of the above stock option compensation | The following table is the recognized compensation in respect of the above stock option compensation Three Months ended Nine Months ended September 30, September 30, 2021 2020 2021 2020 Research and development expenses $ - $ 19,840 $ 6,200 $ 117,111 |
The fair value of each option award referenced above is estimated on the date of gran | The fair value of each option award referenced above is estimated on the date of gran Measurement date Dividend yield 0% Expected volatility 114.69 ~ 186.80% Risk-free interest rate 0.39% ~ 2.68% Expected life (years) 3 ~ 5 Stock Price $0.38 ~ 2.80 Exercise Price $0.40 ~ 2.00 |
summary of the activity for the Company’s stock options | A summary of the activity for the Company’s stock options September 30, 2021 December 31, 2020 Weighted Average Weighted Average Remaining Contractual Life Weighted Average Weighted Average Remaining Contractual Life Shares Price (in years) Shares Price (in years) Outstanding, beginning of period 3,276,666 $ 2 3.28 2,515,000 $ 1.98 3.78 Granted - - - 800,000 $ 2 - Exercised - - - - $ - - Canceled/forfeited (91,666 ) $ 2 - (38,334 ) $ 2 - Outstanding, end of period 3,185,000 $ 2 3.08 3,276,666 $ 2 3.28 Options exercisable, end of period 3,185,000 $ 2 2.59 3,243,333 $ 2 3.28 Options expected to vest, end of period - $ - - 33,333 $ 2 2 Weighted average fair value of options granted $ 1.98 $ 1.98 |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
the following common stock purchase warrants were outstanding | As of September 30, 2021 and December 31, 2020, the following common stock purchase warrants were outstanding Warrants Weighted Average Outstanding – December 31, 2019 70,000 (1) $ 1.00 Granted 110,000 (2)(3) 1.00 Canceled/forfeited - - Exercised - - Outstanding – December 31, 2020 180,000 1.00 Outstanding – December 31, 2020 180,000 1.00 Granted 115,000 (4) $ 1.00 Canceled/forfeited - - Exercised - - Outstanding –September 30, 2021 295,000 $ 1.00 |
The fair value of the outstanding common stock purchase warrants | The fair value of the outstanding common stock purchase warrants Measurement date Dividend yield 0% Expected volatility 97.90~20.70% Risk-free interest rate 0.16 ~ 1.72% Expected life (years) 2.71 ~ 5.00 Stock Price $0.25 ~ $0.99 Exercise Price $0.40 ~ $1.00 |
table below reflects the potent
table below reflects the potentially dilutive securities at each reporting period (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Liabilities | ||
Total | 4,447,578 | 4,301,460 |
Research Warrants [Member] | ||
Liabilities | ||
Total | 398 | 398 |
Convertible Debt Securities [Member] | ||
Liabilities | ||
Total | 568,184 | 445,400 |
Share-based Payment Arrangement [Member] | ||
Liabilities | ||
Total | 700 | 700 |
Share-based Payment Arrangement, Option [Member] | ||
Liabilities | ||
Total | 3,185,000 | 3,243,333 |
Stock Options Not Yet Vested [Member] | ||
Liabilities | ||
Total | 33,333 | |
Stock Purchase Warrants [Member] | ||
Liabilities | ||
Total | 295,000 | 180,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Derivative liabilities | $ 351,694 | $ 154,485 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Research and development costs | $ 9,076 | $ 33,441 | $ 32,262 | $ 207,900 |
Advertising or marketing costs | $ 18,107 | $ 24,307 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Proceeds from loan | $ 100,000 | $ 211,000 |
The carrying value of these con
The carrying value of these convertible notes is as follows (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Summary of Investment Holdings [Line Items] | ||
Carrying value | $ 25,000 | $ 25,000 |
Related Party Debt [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Face value of certain convertible notes | 25,000 | 25,000 |
Carrying value | $ 25,000 | $ 25,000 |
Schedule of interest on the con
Schedule of interest on the convertible note (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Debt [Member] | ||||
Summary of Investment Holdings [Line Items] | ||||
Interest on the convertible notes | $ 504 | $ 507 | $ 1,496 | $ 1,510 |
the derivative liability associ
the derivative liability associated with the conversion (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Investment Holdings [Line Items] | ||
Balance at December 31, 2020 | $ 154,485 | |
Balance at September 30, 2021 | 351,694 | $ 154,485 |
Related Party Debt [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Balance at December 31, 2020 | 61,682 | 37,182 |
Change in fair value | 16,927 | 24,500 |
Balance at September 30, 2021 | $ 78,609 | $ 61,682 |
derivative liabilities were bas
derivative liabilities were based upon the following management assumptions (Details) - Related Party Debt [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Investment Holdings [Line Items] | ||
Expected dividends | 0.00% | 0.00% |
Risk free interest rate | 0.09% | 0.09% |
Commitment Date [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Expected dividends | 0.00% | |
Risk free interest rate | 1.33% |
Convertible Note _ Related Pa_3
Convertible Note – Related Party and Derivative Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Sep. 27, 2017 | Sep. 01, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Received proceeds totaling | $ 100,000 | $ 10,000 | |||
Cubesquare Llc [Member] | |||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||
Ownership percentage | 25.00% | ||||
Received proceeds totaling | $ 15,000 | $ 10,000 | |||
Interest rate per annum | 8.00% | 8.00% | 8.00% | ||
Conversion, description | Any portion of the principal and unpaid interest under the note is convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from CubeSquare. | (i) $0.0625 per share if the Company’s shares are not trading on a public market and; (ii) in the event the Company’s shares are listed for trading on a public market, the conversion price shall be equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from the lender. | |||
Accounts payable and accrued liabilities related party | $ 8,945 | $ 7,449 |
carrying value of these convert
carrying value of these convertible notes (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Summary of Investment Holdings [Line Items] | ||
Carrying value | $ 25,000 | $ 25,000 |
Derivative Liabilitie [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Face value of certain convertible notes | 80,000 | 80,000 |
Less: unamortized discount | (9,571) | (36,364) |
Carrying value | $ 70,429 | $ 43,636 |
Interest expenses associated wi
Interest expenses associated with the convertible notes (Details) - Derivative Liabilitie [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Summary of Investment Holdings [Line Items] | ||||
Amortization on debt discount | $ 9,029 | $ 9,030 | $ 26,793 | $ 26,350 |
Interest on the convertible notes | 1,916 | 1,915 | 4,485 | 5,296 |
Total | $ 10,945 | $ 10,925 | $ 31,278 | $ 31,646 |
the fair value of the derivativ
the fair value of the derivative liability associated with the conversion feature (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Investment Holdings [Line Items] | ||
Balance at December 31, 2020 | $ 154,485 | |
Balance at September 30, 2021 | 351,694 | $ 154,485 |
Derivative Liabilitie [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Balance at December 31, 2020 | 92,803 | 52,185 |
Derivative addition associated with convertible notes | 7,915 | |
Change in fair value | 6,972 | 32,703 |
Balance at September 30, 2021 | $ 99,755 | $ 92,803 |
the commitment and re-measureme
the commitment and re-measurement dates (Details) - Derivative Liabilitie [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Investment Holdings [Line Items] | ||
Expected dividends | 0.00% | 0.00% |
Commitment Date [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Expected dividends | 0.00% |
The carrying value of the Note
The carrying value of the Note is as follows (Details) - USD ($) | Sep. 30, 2021 | Jun. 15, 2021 | Dec. 31, 2020 |
Summary of Investment Holdings [Line Items] | |||
Carrying value | $ 25,000 | $ 25,000 | |
Warrants [Member] | |||
Summary of Investment Holdings [Line Items] | |||
Face value of certain convertible notes | 115,000 | $ 115,000 | |
Less: unamortized discount | (81,524) | (115,000) | |
Carrying value | $ 33,476 |
Interest expenses associated _2
Interest expenses associated with the conversion (Details) - Warrants [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Summary of Investment Holdings [Line Items] | ||||
Amortization on debt discount | $ 28,750 | $ 33,476 | ||
Day one loss associated with derivative liability | 79,332 | 79,332 | ||
Interest on the convertible notes | 2,319 | 2,697 | ||
Total | $ 110,401 | $ 115,505 |
the fair value of the derivat_2
the fair value of the derivative liability associated with the conversion feature is summarized as follows (Details) - Warrants [Member] - USD ($) | 1 Months Ended | 4 Months Ended |
Jun. 15, 2021 | Sep. 30, 2021 | |
Summary of Investment Holdings [Line Items] | ||
Derivative liability at June 15, 2021 | $ 51,009 | $ 194,332 |
Derivative liability associated with warrants on commitment date | 143,323 | |
Change in fair value – convertible note | (21,165) | |
Change in fair value – warrants | 163 | |
Balance at September 30, 2021 | $ 194,332 | $ 173,330 |
fair value at the commitment an
fair value at the commitment and re-measurement dates for the Company’s derivative liabilities (Details) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Investment Holdings [Line Items] | |
Expected dividends | 0.00% |
Expected volatility | 200.60% |
Risk free interest rate | 0.67% |
Commitment Date [Member] | |
Summary of Investment Holdings [Line Items] | |
Expected dividends | 0.00% |
Expected volatility | 201.70% |
Risk free interest rate | 0.65% |
Convertible Notes Payable [Member] | |
Summary of Investment Holdings [Line Items] | |
Expected dividends | 0.00% |
Expected volatility | 211.70% |
Risk free interest rate | 0.23% |
Convertible Notes Payable [Member] | Commitment Date [Member] | |
Summary of Investment Holdings [Line Items] | |
Expected dividends | 0.00% |
Expected volatility | 307.10% |
Risk free interest rate | 0.18% |
Convertible Note and Derivati_3
Convertible Note and Derivative Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Feb. 19, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Summary of Investment Holdings [Line Items] | |||||
Received convertible note | $ 100,000 | $ 10,000 | |||
Derivative Liabilitie [Member] | |||||
Summary of Investment Holdings [Line Items] | |||||
Interest rate per annum | 8.00% | 8.00% | |||
Received convertible note | $ 10,000 | $ 70,000 | |||
Conversionn description | Such notes are 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; and (c) such other 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 | convertible into shares of our common stock at a conversion price (the “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 price per share of common stock as the Company and the holder may agree from time to time. In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 70,000 shares of common stock at an exercise price of $1.00. | |||
Accounts payable and accrued liabilities related party | 11,858 | $ 7,373 | |||
Derivative liability convertible notes | 80,000 | ||||
Derivative liabilities | $ 72,689 |
Unsecured Short-Term Advance _2
Unsecured Short-Term Advance from Third Party (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Commercial Paper | $ 100,000 | $ 100,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 27, 2017 | Sep. 01, 2016 | |
Related Party Transaction [Line Items] | ||||||||
Due to related party | $ 50,000 | $ 50,000 | $ 50,000 | |||||
Cubesquare Llc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related party | $ 50,000 | $ 50,000 | 10,000 | |||||
Interest percentage | 8.00% | 8.00% | 8.00% | 8.00% | ||||
Interest expense | $ 1,008 | $ 1,008 | $ 2,991 | $ 3,003 | ||||
Accounts payable and accrued liabilities | 9,665 | 9,665 | 6,674 | |||||
Jonah Meer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related party | 135,000 | 135,000 | 70,000 | |||||
Accounts payable and accrued liabilities | 21,068 | 21,068 | 28,475 | |||||
Ido Merfeld [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related party | 50,000 | 50,000 | $ 21,000 | $ 1,169 | ||||
Accounts payable and accrued liabilities | $ 1,169 | $ 1,169 |
Intellectual Property License_2
Intellectual Property License Agreement and Sponsored Research Agreement (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
License fee | $ 25,000 | |
Royalty expense | 500,000 | |
Licence expense | $ 18,750 | $ 18,750 |
Commitments (Details Narrative)
Commitments (Details Narrative) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Feb. 10, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Number of options forfeited | 91,666 | 38,334 | |
Business Advisory Board Agreements [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Stock option and advisor granted | 50,000 | ||
Number of options forfeited | 25,000 |
the recognized compensation in
the recognized compensation in respect of the above stock option compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Research and development expenses | $ 19,840 | $ 6,200 | $ 117,111 |
The fair value of each option a
The fair value of each option award referenced above is estimated on the date of gran (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Equity Option [Member] | Measurement Date [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
summary of the activity for the
summary of the activity for the Company’s stock options (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Outstanding, beginning of period | 3,276,666 | 2,515,000 |
Weighted Average Shares Exercise Price, Outstanding, beginning of period | $ 2 | $ 1.98 |
Outstanding, Weighted Average Remaining Contractual Life | 3 years 3 months 10 days | 3 years 9 months 10 days |
Granted, shares | 800,000 | |
Weighted Average Shares Exercise Price, Granted | $ 2 | |
Exercised, shares | ||
Weighted Average Shares Exercise Price, Exercised | ||
Shares, canceled/forefeited | (91,666) | (38,334) |
Weighted Average Exercise Price, Canceled/forfeited | $ 2 | $ 2 |
Outstanding, beginning of period | 3,185,000 | 3,276,666 |
Weighted Average Shares Exercise Price, Outstanding, end of period | $ 2 | $ 2 |
Shares Options exercisable, end of period | 3,185,000 | 3,243,333 |
Weighted Average Exercise Price, Options exercisable, end of period | $ 2 | $ 2 |
Options exercisable, Weighted Average Remaining Contractual Life | 2 years 7 months 2 days | 3 years 3 months 10 days |
Shares, Options expected to vest, end of period | 33,333 | |
Weighted Average Exercise Price, Options expected to vest, end of period | $ 2 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 2 years | |
Weighted Average Exercise Price, Weighted average fair value of options granted | $ 1.98 | $ 1.98 |
Stock Plan (Details Narrative)
Stock Plan (Details Narrative) - USD ($) | Dec. 10, 2020 | Feb. 10, 2020 | Dec. 10, 2019 | Dec. 10, 2018 | Aug. 15, 2018 | Jul. 31, 2019 | Jun. 25, 2019 | Apr. 16, 2018 | Nov. 15, 2017 | Sep. 30, 2021 | Dec. 31, 2020 |
Stock Options Granted To Employees [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Description of services agreement | (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2021 at an exercise price of $2.00 per share, provided the employee is providing services to the Company at the time of exercise. | (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, provided the employee is providing services to the Company at the time of exercise. On March 23, 2020, the options previously vesting on December 10, 2020 shall vest immediately with an expiration date of March 23, 2023. | |||||||||
Granted an option to purchase of common stock | 100,000 | ||||||||||
Weighted average excercise price | $ 2 | ||||||||||
Unrecognized compensation | $ 0 | $ 6,100 | |||||||||
Stock Options Granted To Officers [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Description of services agreement | As compensation, Dr. Bonfiglio was granted a three-year stock option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, 50,000 of which shares vested upon grant and 25,000 shares vest on each of July 1, 2020 and July 1, 2021, provided Dr. Bonfiglio is in the employ of the Company on such dates. Mr. Bonfiglio was terminated as chief operating officer as of November 30, 2019. Accordingly, all unvested stock options terminated on such date. In January, 2021, 50,000 vested options were forfeited | ||||||||||
Granted an option to purchase of common stock | 325,000 | 325,000 | |||||||||
Weighted average excercise price | $ 2 | $ 2 | |||||||||
Equity Option [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Description of services agreement | the Company granted three-year options to purchase an aggregate of 50,000 shares of its common stock at an exercise price of $2.00 per share, to a Business Advisor (Note 10(2) above). 25,000 of such shares subject to the option were immediately exercisable and expire on February 10, 2023, and 25,000 shares vest on February 10, 2021 and expire on February 10, 2024. On July 15, 2020, 25,000 unvested options were forfeited. In January 2021, 25,000 vested options were forfeited | the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 6,667 shares of common stock, exercisable on August 15, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 6,667 shares of common stock exercisable on August 15, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 6,666 shares of common stock exercisable on August 15, 2020 at an exercise price of $2.00 per share, provided the Advisor is providing services to the Company at the time of exercise | the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 33,334 shares of common stock, exercisable on July 1, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2021 at an exercise price of $2.00 per share, provided the advisor is providing services to the Company at the time of exercise. | the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 10,000 shares of common stock, exercisable on April 16, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 10,000 shares of common stock exercisable on April 16, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 10,000 shares of common stock exercisable on April 16, 2020 at an exercise price of $2.00 per share, provided the Advisor is providing services to the Company at the time of exercise | the Board awarded two of its Science Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 6,667 shares of common stock at an exercise price of $2.00 per share, (ii) an option to purchase 6,667 shares of common stock exercisable on November 15, 2018 at an exercise price of $2.00 per share and (iii) an option to purchase 6,666 shares of common stock exercisable on November 15, 2019 at an exercise price of $2.00 per share, provided that such Advisors are providing services to the Company at the time of exercise | ||||||
Number of option expired | 13,334 | ||||||||||
Option vested | 10,000 |
the following common stock purc
the following common stock purchase warrants were outstanding (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Warrants Outstanding Beginning | 180,000 | 70,000 |
Weighted Average Exercise Price Outstanding Beginning | $ 1 | $ 1 |
Warrants Granted | 115,000 | 110,000 |
Weighted Average Exercise Price Granted | $ 1 | $ 1 |
Warrants Canceled/Forfeited | ||
Weighted Average Exercise Price Canceled/Forfeited | ||
Warrants Exercised | ||
Weighted Average Exercise Price Exercised | ||
Warrants Outstanding Ending | 295,000 | 180,000 |
Weighted Average Exercise Price Outstanding Ending | $ 1 | $ 1 |
The fair value of the outstandi
The fair value of the outstanding common stock purchase warrants (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Warrant [Member] | Measurement Date [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Dividend yield | 0.00% |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 15, 2021 | Aug. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Equity [Abstract] | |||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 10,000 | 10,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Preferred Stock, Shares Issued | 2,000 | 2,000 | |||
Preferred Stock, Shares Outstanding | 2,000 | 2,000 | |||
Number of shares sold to investers in private offering | 200,000 | ||||
Gross proceeds from investors | $ 100,000 | ||||
Common Stock, Shares, Issued | 13,289,789 | 13,289,789 | |||
Common Stock, Shares, Outstanding | 13,289,789 | 13,289,789 | |||
Number of common shares issued for warrants | 115,000 | 10,000 | 70,000 | ||
Share price per share | $ 1 | $ 1 | $ 1 | ||
Number of common shares issued for warrants amount | $ 3,400 | $ 36,410 |