Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 27, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Qrons Inc. | ||
Entity Central Index Key | 0001689084 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Incorporation State Country Code | WY | ||
Entity File Number | 000-55800 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Is Entity Emerging Growth Company? | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Public Float | $ 1,765,152 | ||
Entity Common Stock, Shares Outstanding | 13,089,789 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Shel Company | false | ||
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 67,025 | $ 143,862 |
Prepaid expenses | 56,265 | 51,985 |
Total current assets | 123,290 | 195,847 |
TOTAL ASSETS | 123,290 | 195,847 |
Current liabilities | ||
Accounts payable and accrued liabilities | 140,967 | 23,324 |
Accounts payable and accrued liabilities - related party | 34,907 | 3,421 |
Demand loans, related party | 50,000 | |
Advances from related party | 185,000 | |
Unsecured short-term advances | 100,000 | |
Convertible note - related party, net of debt discount | 25,000 | 25,000 |
Convertible note, net of debt discount | 6,171 | |
Derivative liabilities | 89,367 | 36,827 |
Total current liabilities | 631,412 | 88,572 |
Total liabilities | 631,412 | 88,572 |
Stockholders' equity (deficit) | ||
Series A Preferred Shares: $0.001 par value, authorized 10,000; 2,000 shares issued and outstanding | 2 | 2 |
Common stock, $0.0001 par value: shares authorized 100,000,000; 13,089,789 and 12,872,309 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 1,309 | 1,287 |
Additional Paid-in Capital | 6,561,047 | 5,629,694 |
Accumulated deficit | (7,070,480) | (5,523,708) |
Total stockholder's equity (deficit) | (508,122) | 107,275 |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | $ 123,290 | $ 195,847 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 13,089,789 | 12,872,309 |
Common stock, shares outstanding | 13,089,789 | 12,872,309 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Net sales | ||
Operating expenses: | ||
Research and development expenses | 651,476 | 919,706 |
Professional fees | 75,677 | 44,147 |
General and administrative expenses | 789,279 | 2,941,092 |
Total operating expenses | 1,516,432 | 3,904,945 |
Income (loss) from operations | (1,516,432) | (3,904,945) |
Other income (expense) | ||
Interest expense | (42,574) | (20,346) |
Change in derivative liabilities | 12,234 | (5,737) |
Total other income (expense) | (30,340) | (26,083) |
Net (loss) | $ (1,546,772) | $ (3,931,028) |
Net (loss) per common shares (basic and diluted) | $ (0.12) | $ (0.31) |
Weighted average shares outstanding (basic and diluted) | 12,998,973 | 12,770,845 |
Statement of Changes in Shareho
Statement of Changes in Shareholders Equity (Deficit) - USD ($) | Series A Preferred Shares | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 2 | $ 1,240 | $ 1,611,711 | $ (1,592,680) | $ 20,273 |
Balance, shares at Dec. 31, 2017 | 2,000 | 12,404,910 | |||
Issuance of common stock for private placement | $ 38 | 574,962 | 575,000 | ||
Issuance of common stock for private placement, shares | 380,684 | ||||
Shares issued for services provided | $ 8 | 149,992 | 150,000 | ||
Shares issued for services provided, shares | 75,000 | ||||
Warrants exercised associated with private placement, shares | 1,715 | ||||
Shares issued for stock awards for business advisory services | $ 1 | 27,999 | 28,000 | ||
Shares issued for stock awards for business advisory services, shares | 10,000 | ||||
Stock option granted to officers | 2,673,011 | 2,673,011 | |||
Stock option granted to non-employees as research and development costs | 152,626 | 152,626 | |||
Stock option granted to employees as research and development costs | 439,393 | 439,393 | |||
Net loss for the year | (3,931,028) | (3,931,028) | |||
Balance at Dec. 31, 2018 | $ 2 | $ 1,287 | 5,629,694 | (5,523,708) | 107,275 |
Balance, shares at Dec. 31, 2018 | 2,000 | 12,872,309 | |||
Issuance of common stock for private placement | $ 7 | 64,993 | 65,000 | ||
Issuance of common stock for private placement, shares | 65,000 | ||||
Shares issued for services provided | $ 5 | 74,495 | 74,500 | ||
Shares issued for services provided, shares | 50,000 | ||||
Warrants exercised associated with private placement | $ 1 | (1) | |||
Warrants exercised associated with private placement, shares | 9,980 | ||||
Shares issued for stock awards for business advisory services | $ 9 | 126,866 | 126,866 | ||
Shares issued for stock awards for business advisory services, shares | 92,500 | ||||
Warrants granted as financing costs | 36,410 | 36,410 | |||
Stock option granted to officers | 409,495 | 409,495 | |||
Stock option granted to non-employees as research and development costs | 219,095 | 219,095 | |||
Net loss for the year | (1,546,772) | (1,546,772) | |||
Balance at Dec. 31, 2019 | $ 2 | $ 1,309 | $ 6,561,047 | $ (7,070,480) | $ (508,122) |
Balance, shares at Dec. 31, 2019 | 2,000 | 13,089,789 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows From Operating Activities | ||
Net loss | $ (1,546,772) | $ (3,931,028) |
Adjustments to reconcile net loss to net cash (used by) operating activities: | ||
Stock options issued for research and development expense | 219,095 | 592,019 |
Stock awards issued for advisory and consulting services | 126,875 | 28,000 |
Stock issued for services | 74,500 | 150,000 |
Stock options granted for officers compensation | 409,495 | 2,673,011 |
Warrants granted as financing costs | 36,410 | |
Accretion of debt discount | 945 | 18,335 |
Change in derivative liabilities | (12,234) | 5,737 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (4,280) | (36,173) |
Accounts payable and accrued liabilities | 117,643 | 9,183 |
Accounts payable and accrued liabilities, related party | 31,486 | 2,011 |
Net cash (used by) operating activities | (546,837) | (488,905) |
Cash Flows From Investing Activities | ||
Net cash provided from (used by) investing activities | ||
Cash Flows From Financing Activities | ||
Proceeds from convertible notes | 70,000 | |
Proceeds from private placement | 65,000 | 575,000 |
Proceeds from short term advance, third party | 100,000 | |
Proceeds from demand loan, related party | 50,000 | |
Proceeds from related party advances | 185,000 | |
Net cash provided from financing activities | 470,000 | 575,000 |
Increase (decrease) in cash and cash equivalents | (76,837) | 86,095 |
Cash at beginning of year | 143,862 | 57,767 |
Cash at end of year | 67,025 | 143,862 |
SUPPLEMENTAL DISCLOSURES | ||
Interest paid | ||
Income taxes paid | ||
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES | ||
Derivative liability associated with debt discount | $ 64,774 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
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. On July 6, 2017, the board of directors and a majority of the Company's shareholders approved an amendment to the Company's Articles of Incorporation to change the name of the Company from "BioLabMart Inc." to "Qrons Inc.". On August 8, 2017, the Company filed Amended Articles of Incorporation with the State of Wyoming to effectuate such name change. 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 its Daily List on August 9, 2017. The new name and symbol change to "QRON" for the OTC Market was effective August 10, 2017. The Company is a preclinical stage biotechnology company developing advanced stem cell-synthetic hydrogel-based solutions to combat neuronal injuries and achieve a breakthrough in the treatment of traumatic brain injuries ("TBIs"), for both concussions and penetrating injuries, an unmet medical need. The Company collaborates with universities and scientists in the fields of regenerative medicine, tissue engineering and 3D printable hydrogels to develop a treatment that integrates proprietary, engineered mesenchymal stem cells (“MSCs”), synthetic hydrogels, 3D printable implant, smart materials and a novel delivery system. On March 15, 2019, the Company relocated its principal executive office from Miami, Florida to 50 Battery Place, #7T, New York, New York 10280. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Financial Statement Presentation: Fiscal year end: Use of Estimates: Cash Equivalents: Research and Development Costs: esearch and development costs were $ for the year ended December 31, 2018 Advertising and Marketing Costs: The Company incurred $256,106 and $56,879 in advertising and marketing costs during the years ended December 31, 2019 and 2018, respectively. Related parties: Stock-Based Compensation and Other Share-Based Payments: Stock Plan Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. The following table provides a summary of the fair value of the Company’s derivative liabilities as of December 31, 2019 and December 31, 2018: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of December 31, 2019: Liabilities Derivative liabilities $ - $ - $ 89,367 As of December 31, 2018: Liabilities Derivative liabilities $ - $ - $ 36,827 Warrants: "Derivatives and Hedging – Contracts in Entity's Own Equity" Income taxes: Basic and Diluted Loss 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 computation of basic loss per share for the years ended December 31, 2019 and 2018 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, stock options and preferred shares, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted. The table below reflects the potentially dilutive securities at each reporting period which have been excluded from the computation of diluted net loss per share: December 31, 2019 December 31, 2018 Stock purchase warrants - 52,000 Research Warrants at 3% of issued and outstanding shares 392,694 386,170 Convertible Notes 261,107 27,864 Series A Preferred shares 700 700 Stock options vested 2,331,669 1,486,670 Stock options not yet vested 183,331 128,330 Stock purchase warrants 70,000 - Total 3,239,501 2,081,734 New Accounting Pronouncements: In June 2018, an accounting update was issued by FASB to simplify the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718, Compensation-Stock Compensation ASC Topic 718 ASC Topic 718 ASC Topic 718 ASC Topic 606, Revenue from Contracts with Customers ASC Topic 606 |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 – Going Concern The Company has experienced net losses to date, and it has not generated revenue from operations. While the Company raised proceeds of $470,000 and $575,000 during 2019 and 2018, respectively, by way of private placement offerings to accredited investors and loans and advances from our officers and directors and third party short term loans, it does not believe its resources will be sufficient to meet its operating and capital needs beyond the second quarter of 2020. The Company expects it will require additional capital to fully implement the scope of its proposed business operations, which raises substantial doubt about its ability to continue as a going concern. The Company will have to continue to rely on equity and debt financing. There can be no assurance that financing, whether debt or equity, will always 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 capital due to the continued spread of COVID-19, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty. |
Convertible Note - Related Part
Convertible Note - Related Party and Derivative Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
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 CubeSquare, LLC ("CubeSquare"), of which its Chief Executive Officer is the managing partner and its President is a 25% owner. The Company received proceeds of $10,000 during fiscal 2016 ("Note 1"). The note bears interest at 8% per annum and was due on September 1, 2017. Interest accrues from September 1, 2016 and is payable on maturity. Interest is payable, at the lender's option, in cash or common stock. Any portion of the loan and unpaid interest is convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of the greater of (i) $0.0625 per share if the Company's shares are not trading on a public market and; (ii) in the event the Company's shares are listed for trading on a public market, the conversion price shall be equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from the lender. On September 28, 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; and on September 1, 2019, the Company further amended Note 1 to extend the maturity date to September 1, 2020, under the same terms and conditions. On September 27, 2017, the Company entered into a second convertible debenture agreement with CubeSquare under which the Company received proceeds of $15,000 (Note 2). Note 2 bears interest at 8% per annum and is due on September 27, 2018. Interest shall accrue from September 27, 2017 and shall be payable on maturity. Any portion of the principal and unpaid interest under the note is convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from CubeSquare. On September 9, 2018, Note 2 was amended to extend the maturity date until September 27, 2019. On September 27, 2019, Note 2 was amended to extend the maturity date until September 27, 2020. The Company analyzed the amendment to Note 1 and Note 2 under and concluded that these two convertible Notes We estimated the fair value of the derivative on the inception dates, and subsequently, using the Black-Scholes valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk-free rates) that are necessary to fair value complex derivate instruments. The carrying value of these convertible notes is as follows: December 31, 2019 December 31, 2018 Face value of certain convertible notes $ 25,000 $ 25,000 Less: unamortized discount - - Carrying value $ 25,000 $ 25,000 We recorded interest expenses of $2,011 for the years ended December 31, 2019 and 2018. As of December 31, 2019, and 2018, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $5,432 and $3,421, respectively. As a result of the application of ASC No. 815 in the years ended December 31, 2019 and December 31, 2018 the fair value of the conversion feature is summarized as follows: Balance at December 31, 2017 $ 31,090 Derivative addition associated with convertible notes - Change in fair value 5,737 Balance at December 31, 2018 36,827 Change in fair value 355 Balance at December 31, 2019 $ 37,182 The fair value at the commitment and re-measurement dates for the Company's derivative liabilities were based upon the following management assumptions as of December 31, 2019 and December 31, 2018 and the commitment date: Commitment Date December 31, 2019 December 31, 2018 Expected dividends 0 0 0 Expected volatility 101% ~103% 167% ~ 180% 64% ~ 65% Expected term 0.92 ~ 1 year 0.26 year 0.67 ~0.74 year Risk free interest rate 1.33% 1.60% 2.60% |
Convertible Note and Derivative
Convertible Note and Derivative Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Convertible Note and Derivative Liabilities | Note 5 – Convertible Note and Derivative Liabilities In December 2019 we issued and sold in a private offering 8% convertible notes in the aggregate principal amount of $70,000. Such notes are due on December 31, 2021 We recorded interest expenses of $161 for the year ended December 31, 2019 in respect of the aforementioned notes. The convertible notes qualify for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The derivative liability of the $70,000 convertible notes was calculated using the Black-Scholes pricing model to be $64,774. The carrying value of these convertible notes is as follows: December 31, 2019 December 31, 2018 Face value of certain convertible notes $ 70,000 $ - Less: unamortized discount (63,829 ) - Carrying value $ 6,171 $ - Amortization of the discount during the year ended December 31, 2019 totaled $945 which amounts have been recorded as interest expense. As a result of the application of ASC No. 815 in the periods ended December 31, 2019 and December 31, 2018 the fair value of the conversion feature is summarized as follows: Balance at December 31, 2018 $ - Derivative addition associated with convertible notes 64,774 Change in fair value (12,589 ) Balance at December 31, 2019 $ 52,185 The fair value at the commitment and re-measurement dates for the Company's derivative liabilities were based upon the following management assumptions as of December 31, 2019 and commitment date: Commitment Date December 31, 2019 Expected dividends 0 0 Expected volatility 154.19% ~155.95% 156.46% Expected term 2.10 year 2 year Risk free interest rate 1.65% 1.58% |
Unsecured Short-Term Advance fr
Unsecured Short-Term Advance from Third Party | 12 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions (1) Demand Loan from related party On May 1, 2019, the Company issued a promissory note (the "Note") to CubeSquare in the principal amount of $50,000. The Note bears interest at the rate of 8% per annum and is due and payable by the Company upon demand from CubeSquare. (2) Advances from Related Parties During the year ended December 31, 2019, the Company received $135,000 from Jonah Meer, its Chief Executive Officer, in the form of an unsecured, demand, non-interest bearing, short term advance to help meet its operating needs. On August 20, 2019, the Company received $50,000 from , in the form of an unsecured, demand, non-interest bearing, short term advance to help meet its operating needs. (3) Commitment On June 25, 2019, the Company entered into a term sheet ("Term Sheet") with John N. Bonfiglio, PhD ("Bonfiglio") pursuant to which Dr. Bonfiglio will serve as the Company's chief operating officer, effective July 1, 2019. As compensation Dr. Bonfiglio was granted (i) 50,000 shares of common stock of the Company, 37,500 of which shares vested upon issuance on July 1, 2019 and 12,500 of which shares will vest on the earlier of (i) January 1, 2020 and (ii) the date the Company raises equity capital of $500,000 as described in the Term Sheet, provided Dr. Bonfiglio is in the employ of the Company on such date. The Term Sheet also provides for the grant of 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 will vest upon grant and 25,000 shares will vest on each of July 1, 2020 and July 1, 2021, provided Dr. Bonfiglio is in the employ of the Company on such dates. If the Company raises equity capital of $1.5 million before December 31, 2019, unvested shares subject to the option will immediately vest and become exercisable, so long as Dr. Bonfiglio is in the Company's employ on such date and Dr. Bonfiglio will be appointed to the Company's board of directors.. In addition, Dr. Bonfiglio will be entitled to a salary of $12,000 per month which will be deferred and payable at the rate of 5% of equity capital raised by the Company up to $12,000 per month, only if such capital is raised. The Term Sheet was terminated effective October 31, 2019. During the year ended December 31, 2019, fees incurred as general and administrative expenses relative to the aforementioned contract were as follows: Stock option – 50,000 vested shares $ 44,175 Stock award – 37,500 vested shares 49,125 $ 93,300 (4) Others During the year ended December 31, 2019, Jonah Meer, the Company’s Chief Executive Officer, made payments to various vendors in the accumulated amount of $25,642. , made payments to various vendors in the accumulated amount of $1,169. The balance of $26,811 is reflected in accounts payable, related party. |
License and Research Funding Ag
License and Research Funding Agreement / Royalty Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
License and Research Funding Agreement / Royalty Agreement | Note 8 – License and Research Funding Agreement / Royalty Agreement On December 14, 2016, the Company entered into a license agreement with Ariel (the “License Agreement”) under which the Company paid Ariel $100,000 to fund research for 12 months (with an option to extend such research financing and research period). In consideration therefore, the Company received an exclusive worldwide royalty-bearing license in Ariel patents and know-how to develop and commercialize products based on or incorporating coral-based conditioned medium for neuronal tissue regeneration and/or repair, resulting from Ariel's research or technology or the Company's research funding in accordance with milestones set forth in the Agreement. In addition, upon the occurrence of an Exit Event (as defined in the License Agreement) of the Company or of any affiliate commercializing the products, the Company is obligated to issue to Ariel an immediately exercisable warrant for that number of shares equal to 4% of the issued and outstanding shares of the Company at the time of issuance. In addition to the other payments, the Company will pay Ariel upon the occurrence of the following milestone events, additional payments which shall be due within 6 months of completion of the milestone: - Upon successful clinical FDA Phase II completion - $130,000; and - Upon successful clinical FDA Phase III completion - $390,000 Upon successful development and commercialization and in recognition of the rights and licenses granted to the Company pursuant to the License Agreement, the Company will be subject to certain royalty payments as specified in the License Agreement. In lieu of extending the research financing and research period under the License Agreement with Ariel beyond the initial 12 months, on December 14, 2017, the Company entered into the Services Agreement pursuant to which a team at Ariel University, with Professor Danny Baranes as Principal Investigator, will conduct molecular biology research activities involving the testing of scaffold materials for the Company. [track language from business section] As compensation for such services, the Company paid Ariel (i) $17,250 on December 19, 2017 and an additional $17,250 on April 26, 2018. On April 12, 2018, the Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 2018, of up to 8,000 Israeli shekels as compensation for additional costs which the Company may request. On March 6, 2018, the Company entered into an additional service agreement with Ariel for the services of Professor Gadi Turgeman and his neurobiology research team in their lab pursuant to which the Company paid Ariel $20,580 on each of March 19, 2018 and August 22, 2018. On December 12, 2018, the Company further amended the Services Agreement (the "Second Amendment") with Ariel to extend the term thereof for an additional twelve-month period until December 14, 2019. Pursuant to the Second Amendment, the Company paid Ariel $17,250 on each of December 28, 2018 and June 24, 2019. All other terms and conditions of the Services Agreement not amended remain in effect. On December 8, 2019, the Company further amended the Services Agreement with Ariel (the "Third Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2020. The Third Amendment also provides that the Company pay Ariel $17,250 within 30 days of the date of such Amendment and an additional $17,250 on or before May 1, 2020. All other terms and conditions of the Services Agreement not amended remain in effect. 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 shall be owned by such party and intellectual property jointly invented or developed shall be jointly owned. Dartmouth shall retain an irrevocable worldwide right to use intellectual property owned by it resulting from its research under the Agreement on a non-exclusive royalty-free basis for research and education purposes. The Agreement may be terminated earlier than one year upon written agreement of the parties, a material breach which is not cured within 30 days of notice thereof, if Professor Ke no longer conducts the research under the Agreement and a successor acceptable to both parties is not available, or in the event of an unauthorized assignment of the Company's rights and obligations under the Agreement. On November 4, 2019, the parties entered into an amendment to the Sponsored Research Agreement to extend the term of the Agreement through July 14, 2020. On November 30, 2019, the Company entered into a royalty and license fee sharing agreement (the “Royalty Agreement”) with Ariel which, among other things, supersedes and terminates the License Agreement. Certain services agreements related to laboratory access and other services are not affected by such termination. From and after 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 issued and outstanding shares of common stock of the Company at the time Ariel exercises such right. |
Intellectual Property License A
Intellectual Property License Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intellectual Property License Agreement | Note 9 – Intellectual Property License Agreement On October 2, 2019, the Company entered into an Intellectual Property License Agreement (the “Agreement”) with the Trustees of Dartmouth College (“Dartmouth”) pursuant to which, effective September 3, 2019 (the Effective Date”), 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. Dartmouth has reserved certain rights in its intellectual property for educational and research purposes. As consideration for the license grant, the Company will pay Dartmouth: (i) a license issue fee of $25,000; (ii) an annual license maintenance fee of $25,000, commencing on the first anniversary of the Effective Date until the date of the first commercial sale of a licensed product or service; (iii) an earned royalty of 2% of net sales (as defined in the Agreement) of licensed products and services by the Company or a sublicensee; (v)15% of all consideration received by the Company under a sublicense; and (vi) beginning as of the date of the first commercial sale, an annual minimum royalty payment of $500,000 in the first calendar year after the first commercial sale, $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 must 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 of the Effective Date, make the first commercial sale of a licensed product before the twelve-year anniversary of the Effective Date and achieve annual net sales of at least $50,000,000 by 2033. If the Company fails to perform any of these obligations, Dartmouth has the option to terminate the Agreement or change the exclusive license to a nonexclusive license. 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. The Agreement also includes indemnification and insurance requirements by the Company and customary confidentiality provisions. The Company recorded the $25,000 license fee under prepaid expenses, which amount shall be expensed ratably over the initial one-year term of the Agreement. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 10 – Commitments (1) Service Agreement with Ariel Scientific Innovations Ltd. On December 14, 2017, the Company entered into the Services Agreement pursuant to which a team at Ariel with Prof. Danny Baranes, as Principal Investigator, will conduct molecular biology research activities involving the testing of implant materials for the Company. As compensation for the services provided, the Company will paid Ariel $17,250 on each of December 19, 2017 and April 26, 2018. On April 12, 2018, the Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 31, 2018, of up to $2,200 (8,000 Israeli shekels) as compensation for additional costs which the Company may request. During the year ended December 31, 2018, the Company paid $16,935 for these additional costs. On December 12, 2018, the Company further amended the Services Agreement with Ariel (the "Second Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2019. Pursuant to the Second Amendment, the Company paid Ariel $17,250 on each of December 28, 2018 and June 24, 2019., All other terms and conditions of the Services Agreement not amended remain in effect. On December 8, 2019, the Company further amended the Services Agreement with Ariel (the "Third Amendment") to extend the term thereof for an additional twelve-month period until December 14, 2020. The Third Amendment also provides that the Company pay Ariel $17,250 within 30 days of the date of the Amendment and an additional $17,250 on or before May 1, 2020. All other terms and conditions of the Services Agreement not amended remain in effect. During the years ended December 31, 2019 and 2018, $35,219 and $68,081 were expensed, respectively, and the remaining $15,812 (December 31, 2018 - $16,531), which amount is reflected on the Company's balance sheets as prepaid expenses, will be expensed in a subsequent period. (2) Service Agreement with Ariel - Dr. Gadi Turgeman On March 6, 2018, the Company entered into a service agreement for the services of Professor Gadi Turgeman and his neurobiology research team in their lab. As compensation for the services provided, the Company paid Ariel $20,580 on each of March 19, 2018 and August 22, 2018. The Services Agreement may be terminated by the non-breaching party upon a material breach that is not cured within 30 days or by the Company upon thirty days' prior written notice to Ariel. Ariel must keep confidential information of the Company confidential for six years after the term of the Services Agreement. On April 11, 2019, the Company amended its services agreement (the "First Amendment") with Ariel which it entered into on March 6, 2018, to extend the term thereof for an additional twelve months until March 6, 2020. Pursuant to the First Amendment, the Company will pay Ariel an aggregate of $41,160 in quarterly payments of $10,290 on each of April 11, 2019, June 1, 2019, September 1, 2019 and December 1, 2019 for the services of Professor Gadi Turgeman and his neurobiology research team and the use of his lab. During the years ended December 31, 2019 and 2018, $37,730 and $34,300 were expensed, respectively, with no prepaid amounts remaining in fiscal 2019 and $6,860 remaining in prepaid accounts at December 31, 2018, which amount was expensed in a subsequent period. (3) 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. On November 15, 2017, the Company entered into Consulting Agreements with three Advisors under the terms of which two Advisors are granted an option to purchase 20,000 shares of common stock and one Advisor was granted an option to purchase 30,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms. On April 16, 2018, the Company entered into a Consulting Agreement with an Advisor to serve on the Company's Scientific Advisory Board under the terms of which the Advisor was granted an option to purchase 30,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms. On August 15, 2018, the Company entered into a Consulting Agreement with an Advisor under the terms of which the Company granted an option to purchase 20,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms. (4) Business Advisory Board Agreement On January 23, 2018, the Company entered into a one-year advisory board member consulting agreement with Pavel Hilman, the controlling shareholder of Conventus Holdings SA, a BVI corporation ("Conventus"), under which Mr. Hilman will serve on the Company's Advisory Board as a business advisor. The Advisory Board Agreement will automatically renew for up to two additional one-year periods, unless earlier terminated by either party upon 30 days' prior written notice to the other party. In consideration for serving on the Advisory Board, the Company awarded 10,000 shares of its common stock to Mr. Hilman under its 2016 Stock Option and Stock Award Plan. On January 28, 2019, the Company issued 30,000 shares of common stock to Pavel Hilman for his continuing service on the Company's Advisory Board. On September 18, 2019, the Company entered into a one-year advisory board member consulting agreement with Derrick Chambers under which Mr. Chambers will serve on the Company's Advisory Board as a business advisor. The Advisory Board Agreement will automatically renew for up to two additional one-year periods, unless earlier terminated by either party upon 30 days' prior written notice to the other party. In consideration for serving on the Advisory Board, the Company awarded 25,000 shares of its common stock to Mr. Chambers under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance. (5) Investor Relations Agreement On April 23, 2018, the Company entered into a six-month investor relations agreement with an investor relations firm for a monthly consulting fee of $5,000 and the issuance of 75,000 shares of common stock payable on signing the agreement. On June 23, 2018, the Company gave notice of rescission of the agreement to such firm. As a result, the Company has not recorded any fees for services rendered past June 23, 2018. A total of $10,000 representing April 2018 and May 2018 monthly consulting fees is reflected in the statement of operations and a total of $150,000, the fair market value of the issued shares, was expensed on issue. On August 8, 2019, the Company entered into a six-month services agreement with PCG Advisory, Inc. ("PCG") under which agreement PCG will provide investor relations and capital market advisory services to the Company. In consideration therefor, the Company will pay PCG a monthly cash fee of $5,000 ($2,500 of which will be deferred until the Company raises at least $300,000 in a financing) and issued 50,000 shares of its common stock on August 8, 2019. After the initial six-month term, the agreement will automatically renew on a month-to-month basis unless either party notifies the other of its desire to terminate the agreement or by the Company if PCG fails to comply with securities laws, makes an untrue statement of material facts or omits to state any material fact in connection with an investment in the Company or breaches a representation, warranty or covenant in the agreement. (6) Sponsored Research Agreement On July 12, 2018, the Company entered into a one-year Sponsored Research Agreement with 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 shall be owned by such party and intellectual property jointly invented or developed shall be jointly owned. Dartmouth shall retain an irrevocable worldwide right to use intellectual property owned by it resulting from its research under the Agreement on a non-exclusive royalty-free basis for research and education purposes. The Company funded $36,293 on August 20, 2018 and funded an additional $18,147 on December 17, 2018 and funded an additional $18,146 on June 20, 2019. On November 4, 2019, the parties entered into an amendment to the Sponsored Research Agreement to extend the term of the Agreement through July 14, 2020. The Company required to fund $37,790 on November 4, 2019 and fund an additional $18,895 on December 1, 2019 and fund final amount of $18,895 on June 1, 2020. During the years ended December 31, 2019 and 2018, $80,006 and $27,220 were expensed, respectively, and the remaining $22,045 (December 31, 2018 - $27,220), which amount is reflected on the Company's balance sheets as prepaid expenses, was expensed in the applicable period. |
Stock Plan
Stock Plan | 12 Months Ended |
Dec. 31, 2019 | |
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 Administrator of the Plan appointed by the Company's Board of Directors (the "Board"), or in the absence of an Administrator, by the Board. The Company has reserved 10 million shares for issuance under the Plan. Stock Awards: On December 14, 2016, the Board awarded to each of Prof. Danny Baranes, a Science Advisor, and Dr. Liat Hammer, a former Science Advisor, a total of 440,000 shares of common stock of which 150,000 shares vested on December 14, 2016 and 145,000 shares vested on December 14, 2017. The balance of 145,000 shares did not vest as the nature of such services in such capacities were no longer provided to the Company. The value of the vested awards had been recorded as research and development expenses in the respective periods. A total of 290,000 stock awards did not vest during the fourth quarter of fiscal 2018. On January 23, 2018, the Company awarded 10,000 shares of its common stock to Mr. Hilman under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance. On January 28, 2019, the Company issued 30,000 shares of common stock to Pavel Hilman for his continuing service on the Company's Board of Advisors. In connection with the Term Sheet, on July 1, 2019, Dr. Bonfiglio was granted (i) 50,000 shares of common stock of the Company, 37,500 of which shares vested upon issuance on July 1, 2019 and 12,500 of which shares will vest on the earlier of (i) January 1, 2020 and (ii) the date the Company raises equity capital of $500,000, provided Dr. Bonfiglio is in the employ of the Company on such date. Mr. Bonfiglio was terminated, effective November 30, 2019. All unvested stock awards were terminated on such date. On September 18, 2019, the Company awarded 25,000 shares of common stock to Derrick Chambers, a member of its advisory board, under its 2016 Stock Option and Stock Award Plan, which shares were fully vested and recorded as advisory services on issuance. December 31, December 31, 2019 2018 Number of shares vested in period 92,500 10,000 Weighted average fair market value per share $ 1.37 $ 2.8 Stock based compensation recognized $ 126,875 $ 28,000 Stock Options: (a) Stock Options granted to Science Advisors: On November 15, 2017, under the 2016 Stock Option and Award 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 the advisors are still providing services to the Company. On November 15, 2017, under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 15,000 shares of common stock, exercisable on November 15, 2018 at an exercise price of $0.40 per share and (ii) an option to purchase 15,000 shares of common stock exercisable on November 15, 2019 at an exercise price of $0.40 per share, provided the advisor is still providing services to the Company. On April 16, 2018, under the 2016 Stock Option and Award 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 still providing services to the Company. On August 15, 2018, under the 2016 Stock Option and Award 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 still providing services to the Company. On July 1, 2019, under the 2016 Stock Option and Award 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 still providing services to the Company. (b) Stock Options granted to Employees: On December 10, 2018, under the 2016 Stock Option and Award Plan, the Board granted an immediately exercisable five-year option purchase an aggregate of 145,000 shares of common stock at an exercise price of $2.00 per share to as a "replacement award" for the same number of shares which did not vest as described in Note 7-Stock Awards. Applying the On December 10, 2018, under the 2016 Stock Option and Award Plan, the Board awarded an employee the following three-year stock options: (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 advisor is still providing services to the Company. On December 10, 2019, under the 2016 Stock Option and Award Plan, the Board awarded an employee, the following three-year stock options: (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 advisor is still providing services to the Company. The following table is the recognized compensation in respect of the above stock option compensation ((a) and (b)) which amount has been allocated as below: Twelve Months ended December 31, 2019 2018 Research and development expenses $ 219,095 $ 592,019 A s of December 31, 2019, and 2018, total unrecognized compensation remaining to be recognized in future periods totaled $105,683 and $198,088 respectively. (c) Stock Options granted to Officers: On December 4, 2017, the Board granted five-year options to each of its two officers . The options have an exercise price of $2.00 and vest and become exercisable on December 4, 2018. On December 10, 2018, the Board granted five-year options to each of its two officers . The options have an exercise price of $2.00 and are immediately exercisable. 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 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 will vest on each of July 1, 2020 and July 1, 2021, provided Dr. Bonfiglio is in the employ of the Company on such dates. If the Company raised equity capital of $1.5 million before December 31, 2019, unvested shares subject to the option will immediately vest and become exercisable, so long as Dr. Bonfiglio is in the Company's employ on such date. On December 10, 2019, the Board granted five-year options to each of its two officers . The options have an exercise price of $2.00 and are immediately exercisable. The following table is the recognized compensation in respect of the above stock option compensation, which amounts have been allocated as general and administrative expenses Twelve Months ended December 31, 2019 2018 General and administrative expenses $ 409,495 $ 2,673,011 As of December 31, 2019, and 2018, total unrecognized compensation remaining to be recognized in future periods totaled $0. The fair value of each option award referenced above is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s): Measurement date Dividend yield 0% Expected volatility 114.69 ~ 165.50% Risk-free interest rate 1.66% ~ 2.68% Expected life (years) 3 ~ 5 Stock Price $ 0.69 ~ 2.80 Exercise Price $ 0.40 ~ 2.00 A summary of the activity for the Company's stock options at December 31, 2019 and December 31, 2018, is as follows: December 31, 2019 December 31, 2018 Weighted Average Weighted Average Shares Exercise Price Shares Exercise Price Outstanding, beginning of period 1,615,000 $ 1.97 670,000 $ 1.93 Granted 950,000 $ 2 945,000 $ 2.00 Exercised - $ - - $ - Canceled (50,000 ) $ 2 - $ - Outstanding, end of period 2,515,000 $ 1.987 1,615,000 $ 1.97 Options exercisable, end of period 2,331,669 $ 1.98 1,486,670 $ 1.98 Options expected to vest, end of period 183,331 $ 1.98 128,330 $ 1.81 Weighted average fair value of options granted $ 1.62 $ 2.19 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Capital Stock | Note 12 – Capital Stock Authorized: The Company has authorized 100,000,000 shares of common stock, par value $0.0001, and 10,000 shares of preferred stock which is designated as Series A Preferred Stock, par value $0.001. Series A Preferred Stock: The Series A Preferred Stock is redeemable at the option of the Company at any time, in whole or in part, upon 10 trading days prior notice, at a price of $1.00 per share plus 4% per annum from the date of issuance (the "Stated Value"). The holders of the Series A Preferred Stock are entitled to a liquidation preference equal to the Stated Value, prior to the holders of other preferred stock or common stock. The holders of the Series A Preferred Stock have the right to convert such stock into common stock at a conversion rate equal to the Stated Value as of the conversion date divided by the average closing price of the common stock for the five previous trading days. The Company is required to reserve sufficient number of shares for the conversion of the Series A Preferred Stock. The holders of Class A Preferred Stock shall vote together as a single class with the holders of the Company's common stock and the holders of any other class or series of shares entitled to vote with the common stock, with the holders of Class A Preferred Stock being entitled to 66 2/3% of the total votes on There was a total of 2,000 shares of Series A Preferred Stock issued and outstanding as of December 31 , 2019 and December 31, 2018. Common Stock Common Stock issuances during the year ended December 31, 2019 During the year ended December 31, 2019, the Company sold an aggregate of 65,000 shares of its common stock to investors and received aggregate proceeds of $65,000 pursuant to subscription agreements in private offerings. The proceeds will be used for research and general corporate purposes. On January 28, 2019, On July 1, 2019, On August 8, 2019, On September 18, 2019, During the year ended December 31, 2019, the Company shares of common stock Common Stock issuances during the year ended December 31, 2018 During the year ended December 31, 2018, the Company sold an aggregate of 380,684 shares of its common stock to investors and received aggregate proceeds of $575,000 pursuant to subscription agreements in private offerings. The proceeds will be used for research and general corporate purposes. On January 23, 2018, During the year ended December 31, 2018, the Company shares of common stock On April 23, 2018, the Company issued 75,000 shares of its common stock pursuant to an investor relations services agreement which was rescinded on June 23, 2018 (Note 10(5)). The shares were valued at the fair market value on the date of issuance for a total of $150,000, or $2.00 per share. There was a total of 13,089,789 and 12,872,309 shares of common stock issued and outstanding as of December 31, 2019 and December 31, 2018, respectively. Common Stock Purchase Warrants As of December 31, 2019, and December 31, 2018, the following common stock purchase warrants were outstanding: Warrants Weighted Average Exercise Price Outstanding – December 31, 2017 54,000 (1) 0.40 Granted - - Forfeited/Canceled - - Exercised (2,000) (2) 0.40 Outstanding – December 31, 2018 52,000 0.40 Granted 70,000 (4) 1.00 Forfeited/Canceled - - Exercised (52,000) (3) 0.40 Outstanding – December 31, 2019 70,000 $ 1.00 (1) Each two shares of common stock purchased in a private placement offering included one warrant to purchase an additional share of common stock at an exercise price of $0.40. (2) During the year ended December 31, 2018, investors exercised warrants to purchase an aggregate of 2,000 shares of common stock and received 1,715 shares for exercises on a cashless basis. (3) During the year ended December 31, 2019, investors exercised warrants to purchase an aggregate of 52,000 shares of common stock and received 9,980 shares for exercises on a cashless basis. (4) During the year ended December 31, 2019, the Company granted convertible notes holders accumulated 70,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $36,410 and recorded as financing cost. In accordance with authoritative accounting guidance, the fair value of the outstanding common stock purchase warrants was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s): Measurement date Dividend yield 0% Expected volatility 97.90~140.19% Risk-free interest rate 1.47~1.72% Expected life (years) 2.71~5.00 Stock Price $0.25 ~ $0.65 Exercise Price $0.40 ~ $1.00 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) was enacted including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018., The Company is required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring its U.S. deferred tax assets and liabilities as well as reassessing the net realizability of its deferred tax assets and liabilities. The Company has remeasured its U.S. deferred tax assets at a statutory income tax rate of 21% during years ended December 31, 2019 and December 31, 2018 The income tax expense (benefit) consisted of the following for the years ended December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Total current $ - $ - Total deferred - - $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a reconciliation of the expected statutory federal income tax and state income tax provisions to the actual income tax benefit for the years ended December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Expected benefit at federal statutory rate $ 324,800 825,500 Non-deductible expenses (179,300 ) (724,200 ) Change in valuation allowance (145,500 ) (101,300 ) $ - $ - The Company had deferred income tax assets as of December 31, 2019 and 2018 as follows: December 31, 2019 December 31, 2018 Loss carryforwards $ 1,462,180 $ 1,137,380 Less – stock based compensation (1,115,500 ) (933,600 ) Less – derivative liabilities 120 (2,480 ) Less - valuation allowance (346,800 ) (201,300 ) Total net deferred tax assets $ $ - Tax years from inception to the year ended December 31, 2018 have been filed and are open for examination by the taxing authorities. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented above. The Company had no accruals for interest and penalties at December 31, 2019. The Company's utilization of any net operating loss carry-forward may be unlikely as a result of its intended activities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events On February 10, 2020 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 Michael Maizels for serving as a Science Advisor to the Company. 25,000 of such shares subject to the option are immediately exercisable and expire on February 10, 2023, 25,000 shares vest on February 10, 2021 and expire on February 10, 2024. On February 19, 2020 we issued an 8% convertible promissory note in the principal amount of $10,000 and a warrant to purchase 10,000 shares of our common stock at an exercise price of $1.00 per share to an accredited investor in a private offering pursuant to a securities purchase agreement. Due to the uncertainty caused by the current COVID-19 pandemic, on March 23, 2020, the Company gave 30 days’ notice of termination of employment to its employees. The Company has evaluated events for the period of December 31, 2019 through the date of the issuance of these financial statements and determined that there are no additional events requiring disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Financial Statement Presentation | Financial Statement Presentation: |
Fiscal year end | Fiscal year end: |
Use of Estimates | Use of Estimates: |
Cash Equivalents | Cash Equivalents: |
Research and Development Costs | Research and Development Costs: |
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: Stock Plan |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 Level 2 Level 3 If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. The following table provides a summary of the fair value of the Company’s derivative liabilities as of December 31, 2019 and December 31, 2018: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of December 31, 2019: Liabilities Derivative liabilities $ - $ - $ 89,367 As of December 31, 2018: Liabilities Derivative liabilities $ - $ - $ 36,827 |
Warrants | Warrants: "Derivatives and Hedging – Contracts in Entity's Own Equity" |
Income taxes | Income taxes: |
Basic and Diluted Loss Per Share | Basic and Diluted Loss 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 computation of basic loss per share for the years ended December 31, 2019 and 2018 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, stock options and preferred shares, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted. The table below reflects the potentially dilutive securities at each reporting period which have been excluded from the computation of diluted net loss per share: December 31, 2019 December 31, 2018 Stock purchase warrants - 52,000 Research Warrants at 3% of issued and outstanding shares 392,694 386,170 Convertible Notes 261,107 27,864 Series A Preferred shares 700 700 Stock options vested 2,331,669 1,486,670 Stock options not yet vested 183,331 128,330 Stock purchase warrants 70,000 - Total 3,239,501 2,081,734 |
New Accounting Pronouncements | New Accounting Pronouncements: In June 2018, an accounting update was issued by FASB to simplify the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718, Compensation-Stock Compensation ASC Topic 718 ASC Topic 718 ASC Topic 718 ASC Topic 606, Revenue from Contracts with Customers ASC Topic 606 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of the fair value of derivative liabilities | Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of December 31, 2019: Liabilities Derivative liabilities $ - $ - $ 89,367 As of December 31, 2018: Liabilities Derivative liabilities $ - $ - $ 36,827 |
Schedule of potentially dilutive securities | December 31, 2019 December 31, 2018 Stock purchase warrants - 52,000 Research Warrants at 3% of issued and outstanding shares 392,694 386,170 Convertible Notes 261,107 27,864 Series A Preferred shares 700 700 Stock options vested 2,331,669 1,486,670 Stock options not yet vested 183,331 128,330 Stock purchase warrants 70,000 - Total 3,239,501 2,081,734 |
Convertible Note - Related Pa_2
Convertible Note - Related Party and Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Schedule of convertible notes | December 31, 2019 December 31, 2018 Face value of certain convertible notes $ 25,000 $ 25,000 Less: unamortized discount - - Carrying value $ 25,000 $ 25,000 |
Schedule of fair value of conversion feature | Balance at December 31, 2017 $ 31,090 Derivative addition associated with convertible notes - Change in fair value 5,737 Balance at December 31, 2018 36,827 Change in fair value 355 Balance at December 31, 2019 $ 37,182 |
Schedule of fair value at commitment and re-measurement dates | Commitment Date December 31, 2019 December 31, 2018 Expected dividends 0 0 0 Expected volatility 101% ~103% 167% ~ 180% 64% ~ 65% Expected term 0.92 ~ 1 year 0.26 year 0.67 ~0.74 year Risk free interest rate 1.33% 1.60% 2.60% |
Convertible Note and Derivati_2
Convertible Note and Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Schedule of convertible notes derivative liabilities | December 31, 2019 December 31, 2018 Face value of certain convertible notes $ 70,000 $ - Less: unamortized discount (63,829 ) - Carrying value $ 6,171 $ - |
Schedule of fair value of conversion feature derivative liabilities | Balance at December 31, 2018 $ - Derivative addition associated with convertible notes 64,774 Change in fair value (12,589 ) Balance at December 31, 2019 $ 52,185 |
Schedule of fair value at commitment and re-measurement dates derivative liabilities | Commitment Date December 31, 2019 Expected dividends 0 0 Expected volatility 154.19% ~155.95% 156.46% Expected term 2.10 year 2 year Risk free interest rate 1.65% 1.58% |
Stock Plan (Tables)
Stock Plan (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock award | December 31, December 31, 2019 2018 Number of shares vested in period 92,500 10,000 Weighted average fair market value per share $ 1.37 $ 2.8 Stock based compensation recognized $ 126,875 $ 28,000 |
Stock option compensation allocated as research and development expenses | Twelve Months ended December 31, 2019 2018 Research and development expenses $ 219,095 $ 592,019 Twelve Months ended December 31, 2019 2018 General and administrative expenses $ 409,495 $ 2,673,011 |
Schedule of fair value options assumptions | Measurement date Dividend yield 0% Expected volatility 114.69 ~ 165.50% Risk-free interest rate 1.66% ~ 2.68% Expected life (years) 3 ~ 5 Stock Price $ 0.69 ~ 2.80 Exercise Price $ 0.40 ~ 2.00 |
Schedule of stock options | December 31, 2019 December 31, 2018 Weighted Average Weighted Average Shares Exercise Price Shares Exercise Price Outstanding, beginning of period 1,615,000 $ 1.97 670,000 $ 1.93 Granted 950,000 $ 2 945,000 $ 2.00 Exercised - $ - - $ - Canceled (50,000 ) $ 2 - $ - Outstanding, end of period 2,515,000 $ 1.987 1,615,000 $ 1.97 Options exercisable, end of period 2,331,669 $ 1.98 1,486,670 $ 1.98 Options expected to vest, end of period 183,331 $ 1.98 128,330 $ 1.81 Weighted average fair value of options granted $ 1.62 $ 2.19 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of common stock purchase warrants were outstanding | Warrants Weighted Average Exercise Price Outstanding – December 31, 2017 54,000 (1) 0.40 Granted - - Forfeited/Canceled - - Exercised (2,000) (2) 0.40 Outstanding – December 31, 2018 52,000 0.40 Granted 70,000 (4) 1.00 Forfeited/Canceled - - Exercised (52,000) (3) 0.40 Outstanding – December 31, 2019 70,000 $ 1.00 |
Schedule of fair value warrants assumptions | Measurement date Dividend yield 0% Expected volatility 97.90~140.19% Risk-free interest rate 1.47~1.72% Expected life (years) 2.71~5.00 Stock Price $0.25 ~ $0.65 Exercise Price $0.40 ~ $1.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense (benefit) | December 31, 2019 December 31, 2018 Total current $ - $ - Total deferred - - $ - $ - |
Schedule of reconciliation of the expected statutory federal income tax and state income tax provisions | December 31, 2019 December 31, 2018 Expected benefit at federal statutory rate $ 324,800 825,500 Non-deductible expenses (179,300 ) (724,200 ) Change in valuation allowance (145,500 ) (101,300 ) $ - $ - |
Schedule of deferred income tax assets | December 31, 2019 December 31, 2018 Loss carryforwards $ 1,462,180 $ 1,137,380 Less – stock based compensation (1,115,500 ) (933,600 ) Less – derivative liabilities 120 (2,480 ) Less - valuation allowance (346,800 ) (201,300 ) Total net deferred tax assets $ $ - |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Level 1 [Member] | ||
Liabilities | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Liabilities | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Liabilities | ||
Derivative liabilities | $ 89,367 | $ 36,827 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 6 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Potentially dilutive securities net loss per share | 2,081,734 | 3,239,501 |
Warrant [Member] | ||
Potentially dilutive securities net loss per share | 52,000 | |
Research Warrants at 3% of issued and outstanding shares [Member] | ||
Potentially dilutive securities net loss per share | 386,170 | 392,694 |
Convertible Notes [Member] | ||
Potentially dilutive securities net loss per share | 27,864 | 261,107 |
Series A Preferred shares [Member] | ||
Potentially dilutive securities net loss per share | 700 | 700 |
Stock options vested [Member] | ||
Potentially dilutive securities net loss per share | 1,486,670 | 2,331,669 |
Stock options not yet vested [Member] | ||
Potentially dilutive securities net loss per share | 128,330 | 183,331 |
Stock purchase warrants [Member] | ||
Potentially dilutive securities net loss per share | 70,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Research and development costs | $ 651,476 | $ 919,706 |
Advertising or marketing costs | $ 256,106 | $ 56,879 |
Research warrants issued and outstanding, percentage | 3.00% |
Convertible Note - Related Pa_3
Convertible Note - Related Party and Derivative Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Carrying value | $ 25,000 | $ 25,000 |
Related Party Debt [Member] | ||
Face value of certain convertible notes | 25,000 | 25,000 |
Less: unamortized discount | ||
Carrying value | $ 25,000 | $ 25,000 |
Convertible Note - Related Pa_4
Convertible Note - Related Party and Derivative Liabilities (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance | $ 36,827 | |
Balance | 89,367 | $ 36,827 |
Related Party Debt [Member] | ||
Balance | 36,827 | 31,090 |
Derivative addition associated with convertible notes | ||
Change in fair value | 355 | 5,737 |
Balance | $ 37,182 | $ 36,827 |
Convertible Note - Related Pa_5
Convertible Note - Related Party and Derivative Liabilities (Details 2) - Related Party Debt [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Risk free interest rate | 1.60% | 2.60% |
Minimum [Member] | ||
Expected volatility | 16700.00% | 64.00% |
Expected term | 2 months 1 day | 8 months 1 day |
Maximum [Member] | ||
Expected volatility | 180.00% | 65.00% |
Expected term | 2 months 26 days | 8 months 26 days |
Commitment Date [Member] | ||
Expected dividends | 0.00% | |
Risk free interest rate | 1.33% | |
Commitment Date [Member] | Minimum [Member] | ||
Expected volatility | 101.00% | |
Expected term | 11 months 1 day | |
Commitment Date [Member] | Maximum [Member] | ||
Expected volatility | 103.00% | |
Expected term | 1 year |
Convertible Note - Related Pa_6
Convertible Note - Related Party and Derivative Liabilities (Details Narrative) - USD ($) | Sep. 09, 2018 | Sep. 28, 2017 | Sep. 27, 2017 | Sep. 01, 2016 | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible Note - Related Party and Derivative Liabilities (Textual) | ||||||
Received proceeds totaling | $ 70,000 | |||||
Related Party Debt [Member] | ||||||
Convertible Note - Related Party and Derivative Liabilities (Textual) | ||||||
Interest expenses | 2,011 | 2,011 | ||||
Accounts payable and accrued liabilities – related party | $ 3,421 | $ 3,421 | ||||
Cubesquare Llc [Member] | ||||||
Convertible Note - Related Party and Derivative Liabilities (Textual) | ||||||
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. | ||||
Maturity date | Sep. 1, 2017 | |||||
Maturity date, description | Note 2 was amended to extend the maturity date until September 27, 2019. | Note 1 to extend the maturity date from September 1, 2017 to September 1, 2018 and on September 9, 2018, the Company further amended Note 1 to extend the maturity date to September 1, 2019, under the same terms and conditions. | ||||
Debt instrument due date | Sep. 27, 2018 | |||||
Accounts payable and accrued liabilities – related party | $ 2,663 | |||||
Cubesquare Llc [Member] | President [Member] | ||||||
Convertible Note - Related Party and Derivative Liabilities (Textual) | ||||||
Ownership percentage | 25.00% |
Unsecured Short-Term Advance _2
Unsecured Short-Term Advance from Third Party (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Unsecured short-term advances | $ 100,000 |
Convertible Note and Derivati_3
Convertible Note and Derivative Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Carrying value | $ 25,000 | $ 25,000 |
Derivative Liabilities [Member] | ||
Face value of certain convertible notes | 70,000 | |
Less: unamortized discount | (63,829) | |
Carrying value | $ 6,171 |
Convertible Note and Derivati_4
Convertible Note and Derivative Liabilities (Details 1) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Balance | $ 36,827 |
Balance | 89,367 |
Derivative Liabilities [Member] | |
Balance | |
Derivative addition associated with convertible notes | 64,774 |
Change in fair value | (12,589) |
Balance | $ 52,185 |
Convertible Note and Derivati_5
Convertible Note and Derivative Liabilities (Details 2) - Derivative Liabilities [Member] | 12 Months Ended |
Dec. 31, 2019 | |
Expected dividends | 0.00% |
Expected volatility | 156.46% |
Expected term | 2 years |
Risk free interest rate | 1.58% |
Commitment Date [Member] | |
Expected dividends | 0.00% |
Expected term | 2 years 1 month 7 days |
Risk free interest rate | 1.58% |
Minimum [Member] | Commitment Date [Member] | |
Expected volatility | 154.19% |
Maximum [Member] | Commitment Date [Member] | |
Expected volatility | 155.95% |
Convertible Note and Derivati_6
Convertible Note and Derivative Liabilities (Details Narrative) - Derivative Liabilities [Member] | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Derivative liability convertible notes | $ 70,000 |
Interest rate per annum | 8.00% |
Derivative liability | $ 64,774 |
Interest expenses | 161 |
Amortization | $ 945 |
Related Party Transaction (Deta
Related Party Transaction (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Aug. 20, 2019 | Dec. 31, 2018 | Sep. 27, 2017 | Sep. 01, 2016 | |
Due to related party | $ 50,000 | ||||
Due to related party vendor payment | 26,811 | ||||
General and administrative expenses | 93,300 | ||||
Stock option - 50,000 vested shares [Member] | |||||
General and administrative expenses | 44,175 | ||||
Stock award - 37,500 vested shares [Member] | |||||
General and administrative expenses | 49,125 | ||||
Cubesquare Llc [Member] | |||||
Due to related party | $ 50,000 | ||||
Interest percentage | 8.00% | 8.00% | 8.00% | ||
Interest expenses | $ 2,663 | ||||
Accounts payable and accrued liabilities | 2,663 | ||||
Jonah Meer [Member] | |||||
Due to related party | 135,000 | ||||
Due to related party vendor payment | $ 25,642 | ||||
Merfeld [Member] | |||||
Due to related party | $ 50,000 | ||||
Due to related party vendor payment | $ 1,169 |
License and Research Funding _2
License and Research Funding Agreements (Details Narrative) - USD ($) | Aug. 08, 2019 | Jul. 10, 2019 | Mar. 06, 2018 | Dec. 13, 2017 | Dec. 14, 2016 | Sep. 18, 2019 | Apr. 23, 2018 | Jan. 23, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
License and Research Funding Agreements (Textual) | ||||||||||
Research and development costs | $ 651,476 | $ 919,706 | ||||||||
Shares issued for advisory services, value | 50,000 | 37,500 | 25,000 | 75,000 | 10,000 | |||||
Shares issued, value | $ 74,500 | $ 49,125 | $ 40,250 | $ 28,000 | $ 65,000 | $ 575,000 | ||||
License and research funding agreement compensation paid, description | the Company entered into an additional service agreement with Ariel for the services of Professor Gadi Turgeman and his neurobiology research team in their lab pursuant to which the Company paid Ariel $20,580 on each of March 19, 2018 and August 22, 2018. | The Company paid Ariel (i) $17,250 on December 19, 2017 and an additional $17,250 on April 26, 2018. On April 12, 2018, the Services Agreement was amended to provide for the payment by the Company of an additional monthly fee, commencing March 2018, of up to 8,000 Israeli shekels as compensation for additional costs which the Company may request. | ||||||||
Licensing Agreements [Member] | ||||||||||
License and Research Funding Agreements (Textual) | ||||||||||
Total amount of fund for research during research period | $ 100,000 | |||||||||
Warrant exercisable percentage | 4.00% | |||||||||
Payments of completion of milestone events, description | Upon successful clinical FDA Phase II completion - $130,000; and Upon successful clinical FDA Phase III completion - $390,000 | |||||||||
Payments of completion of milestone events due | 6 months | |||||||||
Ariel University [Member] | ||||||||||
License and Research Funding Agreements (Textual) | ||||||||||
Shares issued for advisory services, value | 119,950 | |||||||||
Shares issued, value | $ 335,860 | |||||||||
Shares issued, percentage | 1.00% |
Intellectual Property License_2
Intellectual Property License Agreement (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Licence fee | $ 25,000 |
Royalty expense | 50,000 |
Prepaid expense | $ 25,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Aug. 08, 2019 | Jul. 10, 2019 | Jul. 12, 2018 | Jun. 23, 2018 | Apr. 12, 2018 | Sep. 18, 2019 | Jan. 28, 2019 | Apr. 23, 2018 | Jan. 23, 2018 | Jan. 23, 2018 | Nov. 15, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 22, 2018 | Aug. 15, 2018 | Jun. 30, 2018 | May 01, 2018 | Apr. 26, 2018 | Apr. 16, 2018 | Mar. 19, 2018 | Dec. 14, 2017 | |
Commitments (Textual) | ||||||||||||||||||||||
Compensation for the services provided | $ 17,250 | $ 17,250 | $ 17,250 | |||||||||||||||||||
Compensation cost | $ 35,219 | $ 68,081 | ||||||||||||||||||||
Advisors are granted the option | [1] | 70,000 | ||||||||||||||||||||
Service agreement payment, description | the Company of an additional monthly fee, commencing March 2018, of up to $2,200 (8,000 Israeli shekels) as compensation for additional costs which the Company may request.quest. | |||||||||||||||||||||
Prepaid expenses | $ 15,812 | 16,531 | ||||||||||||||||||||
Prepaid expensed during period | 25,000 | |||||||||||||||||||||
Consulting fee | $ 5,000 | |||||||||||||||||||||
Investor relations agreement, description | The Company gave notice of rescission of the agreement to such firm and requested the return of the consulting fee paid and the 75,000 shares of common stock. As a result, the Company has not recorded any fees for services rendered past June 23, 2018. A total of $10,000 representing April 2018 and May 2018 monthly consulting fees is reflected in the statement of operations and a total of $150,000, the fair market value of the issued shares, was expensed on issue. | The Company issued 75,000 shares of its common stock in respect of an investor relations services agreement which was rescinded on June 23, 2018 (Note 6(5)). The shares were valued at the fair market value on the date of issuance for a total of $150,000, or $2.00 per share. | ||||||||||||||||||||
Paid for additional fees | 16,935 | |||||||||||||||||||||
Issuance of common stock payable | 50,000 | 37,500 | 25,000 | 75,000 | 10,000 | |||||||||||||||||
Sponsored Research Agreement [Member] | ||||||||||||||||||||||
Commitments (Textual) | ||||||||||||||||||||||
Prepaid expenses | 80,006 | 27,220 | 0 | |||||||||||||||||||
Prepaid expensed during period | 22,045 | 27,220 | ||||||||||||||||||||
Sponsored research agreement, description | 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 shall be owned by such party and intellectual property jointly invented or developed shall be jointly owned. Dartmouth shall retain an irrevocable worldwide right to use intellectual property owned by it resulting from its research under the Agreement on a non-exclusive royalty-free basis for research and education purposes. The Company funded $36,293 on August 20, 2018 and will fund additional $18,147 by December 1, 2018 and $18,146 by June 1, 2019, respectively. | |||||||||||||||||||||
Service Agreement With Ariel [Member] | ||||||||||||||||||||||
Commitments (Textual) | ||||||||||||||||||||||
Compensation for the services provided | 41,160 | $ 20,580 | $ 20,580 | $ 17,250 | ||||||||||||||||||
Compensation cost | 10,290 | |||||||||||||||||||||
Prepaid expenses | 37,730 | 34,300 | $ 0 | |||||||||||||||||||
Prepaid expensed during period | $ 0 | $ 6,860 | ||||||||||||||||||||
Equity Option [Member] | ||||||||||||||||||||||
Commitments (Textual) | ||||||||||||||||||||||
Advisors are granted the option | 10,000 | 20,000 | ||||||||||||||||||||
Stock option and advisor granted | 30,000 | 20,000 | 30,000 | |||||||||||||||||||
Issuance of common stock payable | 30,000 | |||||||||||||||||||||
[1] | During the year ended December 31, 2019, the Company granted convertible notes holders accumulated 70,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $36,410 and recorded as financing cost. |
Stock Plan (Details)
Stock Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Number of shares vested in period | 92,500 | 10,000 |
Weighted average fair market value per share | $ 1.37 | $ 2.8 |
Stock based compensation recognized | $ 126,875 | $ 28,000 |
Stock Plan (Details 1)
Stock Plan (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Research and Development Expense [Member] | ||
Stock option compensation allocated expenses | $ 219,095 | $ 592,019 |
General and Administrative Expense [Member] | ||
Stock option compensation allocated expenses | $ 409,495 | $ 2,673,011 |
Stock Plan (Details 2)
Stock Plan (Details 2) - Measurement Date [Member] - Equity Option [Member] | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Exercise Price, Minimum | $ 0.40 |
Exercise Price, Maximum | $ 2 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 165.00% |
Risk-free interest rate | 2.68% |
Expected life (years) | 5 years |
Stock Price | $ 2.80 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 114.69% |
Risk-free interest rate | 1.66% |
Expected life (years) | 3 years |
Stock Price | $ 0.69 |
Stock Plan (Details 3)
Stock Plan (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Shares Outstanding, beginning of period | 1,615,000 | 670,000 |
Shares, Granted | 950,000 | 945,000 |
Shares, Exercised | ||
Shares, Canceled | (50,000) | |
Shares Outstanding, end of period | 2,515,000 | 1,615,000 |
Shares Options exercisable, end of period | 2,331,669 | 1,486,670 |
Shares, Options expected to vest, end of period | 183,331 | 128,330 |
Weighted Average Shares Exercise Price, Outstanding, beginning of period | $ 1.97 | |
Weighted Average Shares Exercise Price, Granted | 2 | $ 2 |
Weighted Average Shares Exercise Price, Exercised | ||
Weighted Average Exercise Price, Canceled | 2 | |
Weighted Average Shares Exercise Price, Outstanding, end of period | 1.987 | 1.97 |
Weighted Average Exercise Price, Options exercisable, end of period | 1.98 | 1.98 |
Weighted Average Exercise Price, Options expected to vest, end of period | 1.98 | 1.81 |
Weighted Average Exercise Price, Weighted average fair value of options granted | $ 1.62 | $ 2.19 |
Stock Plan (Details Narrative)
Stock Plan (Details Narrative) - USD ($) | Dec. 10, 2019 | Dec. 10, 2018 | Aug. 15, 2018 | Dec. 14, 2017 | Dec. 04, 2017 | Dec. 14, 2016 | Jul. 31, 2019 | Apr. 16, 2018 | Nov. 15, 2017 | Dec. 31, 2019 | Jan. 28, 2019 | Jan. 23, 2018 |
Stock Plan (Textual) | ||||||||||||
Total unrecognized compensation remaining to be recognized in future periods | $ 110,156 | |||||||||||
Board of Directors Chairman [Member] | ||||||||||||
Stock Plan (Textual) | ||||||||||||
Stock award | 440,000 | |||||||||||
Receive common stock vest upon grant date | 150,000 | |||||||||||
Vested shares | 145,000 | 145,000 | ||||||||||
Stock Option One [Member] | ||||||||||||
Stock Plan (Textual) | ||||||||||||
Stock award | 30,000 | |||||||||||
Description of services agreement | Under the 2016 Stock Option and Award Plan, the Board awarded an employee, the following three-year stock options: (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 advisor is still providing services to the Company | Under the 2016 Stock Option and Award 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 still providing services to the Company. | Under the 2016 Stock Option and Award Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 15,000 shares of common stock, exercisable on November 15, 2018 at an exercise price of $0.40 per share and (ii) an option to purchase 15,000 shares of common stock exercisable on November 15, 2019 at an exercise price of $0.40 per share, provided the advisor is still providing services to the Company. | |||||||||
Equity Option [Member] | ||||||||||||
Stock Plan (Textual) | ||||||||||||
Reserved shares for issuance | 10 | |||||||||||
Stock award | 10,000 | |||||||||||
Description of services agreement | Under the 2016 Stock Option and Award Plan, the Board granted a Science Advisor an option to purchase an aggregate of 20,000 shares of common stock at an exercise price of $2.00 per share. The option vests as to 6,667 shares on each of August 15, 2018 and August 15, 2019 and as to 6,666 shares on August 15, 2020 and remains exercisable as to each such installment for three years from the date of vesting. | Under the 2016 Stock Option and Award 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 and (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 still providing services to the Company. provided the advisor is still providing services to the Company. | Under the 2016 Stock Option and Award 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 the advisors are still providing services to the Company. | |||||||||
Stock Options Granted To Officers [Member] | ||||||||||||
Stock Plan (Textual) | ||||||||||||
Total unrecognized compensation remaining to be recognized in future periods | $ 0 | |||||||||||
Weighted average exercise price | $ 2 | $ 2 | $ 2 | |||||||||
Shares of common stock under certain vesting terms | 5 years | 5 years | ||||||||||
Vest and exercisable date | Dec. 4, 2018 | |||||||||||
Granted an option to purchase shares of common stock | 325,000 | 325,000 | 300,000 | |||||||||
Stock Options Granted Employees [Member] | ||||||||||||
Stock Plan (Textual) | ||||||||||||
Description of services agreement | (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 | |||||||||||
Weighted average exercise price | $ 2 | |||||||||||
Shares of common stock under certain vesting terms | 5 years | |||||||||||
Granted an option to purchase shares of common stock | 145,000 | |||||||||||
Stock-based compensation | $ 54,840 | |||||||||||
Fourth Quarter [Member] | Stock Awards Not Yet Vested [Member] | ||||||||||||
Stock Plan (Textual) | ||||||||||||
Vested shares | 290,000 | |||||||||||
December Fourteen Two Zero One Eight [Member] | Board of Directors Chairman [Member] | ||||||||||||
Stock Plan (Textual) | ||||||||||||
Vested shares | 145,000 |
Capital Stock (Details)
Capital Stock (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | ||||
Equity [Abstract] | |||||
Warrants Outstanding Beginning | [1] | 52,000 | 54,000 | ||
Warrants Granted | [2] | 70,000 | |||
Warrants Forfeited/Canceled | |||||
Warrants Exercised | (52,000) | [3] | (2,000) | [4] | |
Warrants Outstanding Ending | 70,000 | 52,000 | [1] | ||
Weighted Average Exercise Price Outstanding Beginning | $ 0.40 | $ 0.40 | |||
Weighted Average Exercise Price Granted | 1 | ||||
Weighted Average Exercise Price Forfeited/Canceled | |||||
Weighted Average Exercise Price Exercised | 0.40 | 0.40 | |||
Weighted Average Exercise Price Outstanding Ending | $ 1 | $ 0.40 | |||
[1] | Each two shares of common stock purchased under the private placement provides for one warrant to acquire an additional share of common stock together with the payment of $0.40. | ||||
[2] | During the year ended December 31, 2019, the Company granted convertible notes holders accumulated 70,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $36,410 and recorded as financing cost. | ||||
[3] | During the year ended December 31, 2019, investors exercised warrants to purchase an aggregate of 52,000 shares of common stock and received 9,980 shares for exercises on a cashless basis. | ||||
[4] | During the year ended December 31, 2018, investors exercised warrants to purchase an aggregate of 2,000 shares of common stock and received 1,715 shares for exercises on a cashless basis. |
Capital Stock (Details 1)
Capital Stock (Details 1) - Measurement Date [Member] - Warrant [Member] | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 140.19% |
Risk-free interest rate | 1.72% |
Expected life (years) | 5 years |
Stock Price | $ 0.65 |
Exercise Price | $ 1 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 97.90% |
Risk-free interest rate | 1.47% |
Expected life (years) | 2 years 8 months 16 days |
Stock Price | $ 0.25 |
Exercise Price | $ 0.40 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Aug. 08, 2019 | Jul. 10, 2019 | Sep. 18, 2019 | Apr. 23, 2018 | Jan. 23, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | ||
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 | 13,089,789 | 12,872,309 | |||||||
Common stock, shares outstanding | 13,089,789 | 12,872,309 | |||||||
Issuance of common stock for private placement, shares | 50,000 | 37,500 | 25,000 | 75,000 | 10,000 | ||||
Issuance of common stock for private placement | $ 74,500 | $ 49,125 | $ 40,250 | $ 28,000 | $ 65,000 | $ 575,000 | |||
Shares issued for stock awards for business advisory services | $ 74,500 | $ 150,000 | |||||||
Share price per share | $ 1.49 | $ 1.31 | $ 1.61 | $ 2.80 | |||||
Warrants exercised | 52,000 | [1] | 2,000 | [2] | |||||
Investor | |||||||||
Issuance of common stock for private placement, shares | 75,000 | ||||||||
Issuance of common stock for private placement | $ 150,000 | ||||||||
Share price per share | $ 2 | ||||||||
Common Stock | |||||||||
Issuance of common stock for private placement, shares | 65,000 | 380,684 | |||||||
Issuance of common stock for private placement | $ 7 | $ 38 | |||||||
Shares issued for stock awards for business advisory services, shares | 50,000 | 75,000 | |||||||
Shares issued for stock awards for business advisory services | $ 5 | $ 8 | |||||||
Share price per share | $ 2.80 | ||||||||
Warrants received underlying shares for exercise on a cashless basis | 9,980 | 1,715 | |||||||
Common Stock | Advisory Services | |||||||||
Shares issued for stock awards for business advisory services, shares | 30,000 | ||||||||
Shares issued for stock awards for business advisory services | $ 37,500 | ||||||||
Additional Paid-In Capital | |||||||||
Issuance of common stock for private placement | 64,993 | $ 574,962 | |||||||
Shares issued for stock awards for business advisory services | $ 74,495 | $ 149,992 | |||||||
[1] | During the year ended December 31, 2019, investors exercised warrants to purchase an aggregate of 52,000 shares of common stock and received 9,980 shares for exercises on a cashless basis. | ||||||||
[2] | During the year ended December 31, 2018, investors exercised warrants to purchase an aggregate of 2,000 shares of common stock and received 1,715 shares for exercises on a cashless basis. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Total current | ||
Total deferred | ||
Total |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Expected benefit at federal statutory rate | $ 324,800 | $ 825,500 |
Non-deductible expenses | (179,300) | (724,200) |
Change in valuation allowance | (145,500) | (101,300) |
Total |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Loss carryforwards | $ 1,462,180 | $ 1,137,380 |
Less - stock based compensation | (1,115,500) | (933,600) |
Less - derivative liabilities | 120 | (2,480) |
Less - valuation allowance | (346,800) | (201,300) |
Total net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Statutory income tax rate | 21.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Feb. 10, 2020 | Feb. 19, 2020 |
Company granted three-year options to purchase an aggregate to common stock | 50,000 | |
Stock price share | $ 2 | |
Stock option exercisable and vested | 25,000 | |
Convertible promissory note | $ 10,000 | |
Convertible promissory note interest rate | 8.00% | |
Consersion of debt for common stock | 10,000 |