Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Document And Entity Information | |||
Entity Registrant Name | Qrons Inc. | ||
Entity Central Index Key | 0001689084 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
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 | $ 950,937 | ||
Entity Common Stock, Shares Outstanding | 13,289,789 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Shel Company | false | ||
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 57,632 | $ 67,025 |
Prepaid expenses | 56,265 | |
Total current assets | 57,632 | 123,290 |
TOTAL ASSETS | 57,632 | 123,290 |
Current liabilities | ||
Accounts payable and accrued liabilities | 49,059 | 140,967 |
Accounts payable and accrued liabilities - related party | 43,768 | 34,907 |
Demand loans, related party | 50,000 | 50,000 |
Advances from related party | 286,000 | 185,000 |
Unsecured short-term advances | 100,000 | 100,000 |
Convertible note - related party, net of debt discount | 25,000 | 25,000 |
Convertible note, net of debt discount | 43,636 | 6,171 |
Derivative liabilities | 154,485 | 89,367 |
Total current liabilities | 751,948 | 631,412 |
Total liabilities | 751,948 | 631,412 |
Stockholders' equity (deficit) | ||
Series A Preferred stock: $0.001 par value, shares authorized 10,000; 2,000 shares issued and outstanding at December 31, 2020 and December 31, 2019 | 2 | 2 |
Common stock, $0.0001 par value: shares authorized 100,000,000; 13,289,789 and 13,089,789 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 1,329 | 1,309 |
Additional paid-in capital | 7,037,796 | 6,561,047 |
Accumulated deficit | (7,733,443) | (7,070,480) |
Total stockholder's equity (deficit) | (694,316) | (508,122) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | $ 57,632 | $ 123,290 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Series A Preferred Shares, par value | $ 0.001 | $ 0.001 |
Series A Preferred Shares, authorized | 10,000 | 10,000 |
Series A Preferred Shares, shares issued | 2,000 | 2,000 |
Series A Preferred Shares, shares outstanding | 2,000 | 2,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 13,289,789 | 13,089,789 |
Common stock, shares outstanding | 13,289,789 | 13,089,789 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net sales | ||
Operating expenses: | ||
Research and development expenses | 258,620 | 651,476 |
Professional fees | 47,560 | 75,677 |
General and administrative expenses | 247,561 | 789,279 |
Total operating expenses | 553,741 | 1,516,432 |
Income (loss) from operations | (553,741) | (1,516,432) |
Other income (expense) | ||
Interest expense | (52,019) | (42,574) |
Change in derivative liabilities | (57,203) | 12,234 |
Total other income (expense) | (109,222) | (30,340) |
Net (loss) | $ (662,963) | $ (1,546,772) |
Net (loss) per common shares (basic and diluted) | $ (0.05) | $ (0.12) |
Weighted average shares outstanding (basic and diluted) | 13,163,286 | 12,998,973 |
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, 2018 | $ 2 | $ 1,287 | $ 5,629,694 | $ (5,523,708) | $ 107,275 |
Balance, shares at Dec. 31, 2018 | 2,000 | 12,872,309 | |||
Shares issued for stock awards for business advisory services | $ 9 | 126,866 | 126,875 | ||
Shares issued for stock awards for business advisory services, shares | 92,500 | ||||
Shares issued for services provided | $ 5 | 74,495 | 74,500 | ||
Shares issued for services provided, shares | 50,000 | ||||
Issuance of common stock for private placement | $ 7 | 64,993 | 65,000 | ||
Issuance of common stock for private placement, shares | 65,000 | ||||
Stock option granted to non-employees as research and development costs | 219,095 | 219,095 | |||
Warrants granted as financing costs | 36,410 | 36,410 | |||
Stock options granted to officers | 409,495 | 409,495 | |||
Warrants exercised associated with private placement | $ 1 | (1) | |||
Warrants exercised associated with private placement, shares | 9,980 | ||||
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 | |||
Issuance of common stock for private placement | $ 20 | 99,980 | 100,000 | ||
Issuance of common stock for private placement, shares | 200,000 | ||||
Stock option granted to non-employees as research and development costs | 159,839 | 159,839 | |||
Stock options granted to officers | 213,530 | 213,530 | |||
Warrants exercised associated with private placement | 3,400 | 3,400 | |||
Net loss for the year | (662,963) | (662,963) | |||
Balance at Dec. 31, 2020 | $ 2 | $ 1,329 | $ 7,037,796 | $ (7,733,443) | $ (694,316) |
Balance, shares at Dec. 31, 2020 | 2,000 | 13,289,789 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities | ||
Net loss | $ (662,963) | $ (1,546,772) |
Adjustments to reconcile net loss to net cash (used by) operating activities: | ||
Stock options issued for research and development expense | 159,839 | 219,095 |
Stock awards issued for advisory and consulting services | 126,875 | |
Stock issued for services | 74,500 | |
Stock options granted for officer compensation | 213,530 | 409,495 |
Warrants granted as financing costs | 3,400 | 36,410 |
Accretion of debt discount | 35,380 | 945 |
Change in derivative liabilities | 57,203 | (12,234) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 56,265 | (4,280) |
Accounts payable and accrued liabilities | (91,908) | 117,643 |
Accounts payable and accrued liabilities, related party | 8,861 | 31,486 |
Net cash (used by) operating activities | (220,393) | (546,837) |
Cash Flows From Investing Activities | ||
Net cash provided from (used by) investing activities | ||
Cash Flows From Financing Activities | ||
Proceeds from convertible notes | 10,000 | 70,000 |
Proceeds from private placement | 100,000 | 65,000 |
Proceeds from short-term advances, third party | 100,000 | |
Proceeds from demand loan, related party | 50,000 | |
Proceeds from related party advances | 101,000 | 185,000 |
Net cash provided from financing activities | 211,000 | 470,000 |
Increase (decrease) in cash and cash equivalents | (9,393) | (76,837) |
Cash at beginning of year | 67,025 | 143,862 |
Cash at end of year | 57,632 | 67,025 |
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, 2020 | |
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 August 9, 2017. The new name and symbol change to "QRON" for the OTC Market was effective August 10, 2017. The Company's common stock was upgraded from the Pink Market and commenced trading on the OTCQB Venture Market on August 12, 2019. The Company is an innovative biotechnology company dedicated to developing biotech products, treatments and technologies that create a platform to combat neuronal diseases an enormous social and economic burden on society. The Company seeks to 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, 2020 | |
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: Research and Development Advertising and Marketing Costs: Related parties: Stock-Based Compensation and Other Share-Based Payments: Compensation - Stock Compensation Fair Value of Financial Instruments ASC 820, Fair Value Measurements Level 1 Level 2 Level 3 If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument. The following table provides a summary of the fair value of the Company’s derivative liabilities as of December 31, 2020 and December 31, 2019: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of December 31, 2020: Liabilities Derivative liabilities $ - $ - $ 154,485 As of December 31, 2019: Liabilities Derivative liabilities $ - $ - $ 89,367 Warrants: Derivatives and Hedging Income taxes: Income Taxes Basic and Diluted Loss Per Share Earnings Per Share Potential common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method), convertible notes, classes of shares with conversion features, and stock awards and stock options. The computation of basic loss per share for the years ended December 31, 2020 and 2019 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, 2020 December 31, 2019 Research warrants at 3% of issued and outstanding shares 398 694 392,694 Convertible notes 445,400 261,107 Series A preferred shares 700 700 Stock options vested 3,243,333 2,331,669 Stock options not yet vested 33,333 183,331 Stock purchase warrants 180,000 70,000 Total 4,301,460 3,239,501 New Accounting Pronouncements: |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
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 $211,000 during the year ended December 31, 2020 and $470,000 during the year ended December 31, 2019 by way of private placement offerings to accredited investors, loans and advances from its 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 first quarter of 2021. The Company expects it will require additional capital to fully implement the scope of its proposed business operations, which raises substantial doubt about its ability to continue as a going concern. The Company will have to continue to rely on equity and debt financing, and continued support from its officers and directors. There can be no assurance that financing, whether debt or equity, will be available to the Company in the amount required at any particular time or for any particular period or, if available, that it can be obtained on favorable terms. In addition, if the Company is unable to obtain adequate 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. Covid-19 Pandemic The recent COVID-19 pandemic has resulted in a delay of our planned research and development activities. As a result in April 2020, we terminated our employees, In addition, the universities with which we have collaborated have closed for extended periods of time and reopened with capacity restrictions therefore we discontinued our service agreements with Ariel Scientific Innovation Ltd. (“Ariel”) and although we continue to collaborate with Professor Chenfeng Ke at Dartmouth College (“Dartmouth”) on 3D printing research under a grant from the State of New Hampshire, we have not extended our sponsored research agreement with Dartmouth which expired in July 2020. We are investigating other laboratories and methods to continue our research in traumatic brain injuries and other neurodegenerative and neuromuscular diseases, while advancing and protecting our intellectual property. However, the full impact of the COVID-19 pandemic continues to evolve, is highly uncertain and subject to change. Management is monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not currently able to estimate the effects of the COVID-19 outbreak on its operations or financial condition. The ultimate impact on our workforce and collaborative development efforts is currently uncertain. COVID-19 has also caused significant disruptions to the global financial markets, which severely impacts our ability to raise additional capital. We terminated our employees in April 2020 in an effort to conserve resources as we evaluate our business development efforts. We may be required to further reduce operations or cease operations if we are unable to finance our operations. |
Convertible Note - Related Part
Convertible Note - Related Party and Derivative Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
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 of CubeSquare. 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 CubeSquare into shares of common stock of the Company at a conversion price of the greater of (i) $0.0625 per share if the Company's shares are not trading on a public market and; (ii) in the event the Company's shares are listed for trading on a public market, the conversion price shall be equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from the lender. On September 29, 2017, the Company and CubeSquare amended Note 1 to extend the maturity date from September 1, 2017 to September 1, 2018; on September 9, 2018, the Company further amended Note 1 to extend the maturity date to September 1, 2019; on November 6, 2019, the Company further amended Note 1 to extend the maturity date to September 1, 2020; and on October 30, 2020, the Company further amended Note 1 to extend the maturity date to September 1, 2021, under the same terms and conditions. On September 27, 2017, the Company entered into a second convertible debenture agreement with CubeSquare under which the Company received proceeds of $15,000 (Note 2). Note 2 bears interest at 8% per annum and was due on September 27, 2018. Interest accrues from September 27, 2017 and is payable on maturity. Any portion of the principal and unpaid interest under the note is convertible at any time at the option of CubeSquare into shares of common stock of the Company at a conversion price equal to a 50% discount to the average of the five lowest trading prices during the previous twenty trading days prior to the date of the notice of conversion from CubeSquare. On September 9, 2018, Note 2 was amended to extend the maturity date to September 27, 2019. On November 6, 2019, Note 2 was amended to extend the maturity date to September 27, 2020 and on October 30, 2020 Note 2 was amended to extend the maturity date to September 27, 2021. The Company analyzed the amendment to Note 1 and Note 2 under ASC 815-10-15-83 and concluded that these two convertible Notes meet the definition of a derivative. The Company 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, 2020 December 31, 2019 Face value of certain convertible notes $ 25,000 $ 25,000 Less: unamortized discount - - Carrying value $ 25,000 $ 25,000 We recorded interest expenses of $2,017 and $2,011 for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, and December 31, 2019, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $7,449 and $5,432, respectively. As a result of the application of ASC No. 815, the fair value of the conversion feature is summarized as follows: Balance at December 31, 2018 $ 36,827 Change in fair value 355 Balance at December 31, 2019 37,182 Change in fair value 24,500 Balance at December 31, 2020 $ 61,682 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, 2020 and December 31, 2019 and the commitment date: Commitment Date December 31, 2020 December 31, 2019 Expected dividends 0 0 0 Expected volatility 101% ~103% 316% ~ 333% 167% ~ 180% Expected term 0.92 ~ 1 year 0.74year 0.26 year Risk free interest rate 1.33% 0.09% 1.60% |
Convertible Note and Derivative
Convertible Note and Derivative Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
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 and are convertible into shares of our common stock at a conversion price (the "Conversion Price") for each share of common stock equal to the lesser of: (a) $.50, (b) the lowest price at which the Company has converted any convertible security of the Company (to the holder or to any third party) within 30 trading days prior to the date of delivery of the applicable Notice of Conversion; and (c) so long as lower than (a) or (b), such price per share of common stock as the Company and the holder may agree from time to time. In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 70,000 shares of common stock at an exercise price of $1.00. On February 19, 2020 we issued and sold in a private offering 8% convertible notes in the principal amount of $10,000, due on February 19, 2022 convertible into shares of our common stock at a conversion price (the "Conversion Price") for each share of common stock equal to the lesser of: (a) $0.50; (b) the lowest price at which the Company has converted any convertible security of the Company (to the holder or to any third party) within 30 trading days prior to the date of delivery of the applicable Notice of Conversion; and (c) so long as lower than (a) or (b), such price per share of common stock as the Company and the holder may agree from time to time. In connection with the 8% convertible note issuance, we issued warrants to purchase an aggregate of 10,000 shares of common stock at an exercise price of $1.00. We recorded interest expenses of $7,211 and $161 for the years ended December 31, 2020 and 2019, respectively, with respect to the aforementioned notes. As of December 31, 2020, and December 31, 2019, the unpaid interest balance under Accounts payable and accrued liabilities was $7,372 and $161, respectively. The convertible notes qualify for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The derivative liability of the $80,000 convertible notes was calculated using the Black-Scholes pricing model to be $72,689. The carrying value of these convertible notes is as follows: December 31, 2020 December 31, 2019 Face value of certain convertible notes $ 80,000 $ 70,000 Less: unamortized discount (36,364 ) (63,829 ) Carrying value $ 43,636 $ 6,171 Amortization of the discount during the years ended December 31, 2020 and 2019 totaled $35,380 and $946, respectively, which amounts have been recorded as interest expense. As a result of the application of ASC No. 815 as of December 31, 2020 and December 31, 2019, 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 Derivative addition associated with convertible notes 7,915 Change in fair value 32,703 Balance at December 31, 2020 $ 92,803 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, 2020 and December 31, 2019 and the commitment date: Commitment Date December 31, 2020 December 31, 2019 Expected dividends 0 0 0 Expected volatility 154% ~173% 280% ~296% 156% Expected term 2.10 years 1.05 ~ 1.25 years 2 years Risk free interest rate 1.42 ~ 1.65% 0.10% 1.58% |
Unsecured Short-Term Advance fr
Unsecured Short-Term Advance from Third Party | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and December 31, 2019. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
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. We recorded interest expenses of $4,011 and $2,663 for the year ended December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, the unpaid interest balance under Accounts payable and accrued liabilities – related party was $6,674 and $2,663, respectively. (2) Advances from Related Parties During the year ended December 31, 2019, the Company received $135,000 from Jonah Meer, its Chief Executive Officer, in the form of an unsecured, demand, non-interest bearing, short term advance to help meet its operating needs. During the year ended December 31, 2020, the Company received an additional $70,000 from Jonah Meer. On August 20, 2019, the Company received $50,000 from Ido Merfeld, its President, in the form of an unsecured, demand, non-interest bearing, short term advance to help meet its operating needs. During the year ended December 31, 2020, the Company received an additional $21,000 from Ido Merfeld. During the year ended December 31, 2020, the Company received $10,000 from CubeSquare in the form of an unsecured, demand, non-interest bearing, short term advance to help meet its operating needs. The Company’s Chief Executive Officer is the managing partner and the Company’s President is a 25% owner of CubeSquare. (3) 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. During the year ended December 31, 2020, Jonah Meer, the Company’s Chief Executive Officer, made payments to various vendors in the aggregate amount of $10,164 and was repaid $7,331. The balance payable to Mr. Meer of $28,475 is reflected in accounts payable, related party. During the year ended December 31, 2019, Ido Merfeld, the Company’s President, made payments to various vendors in the aggregate amount of $1,169. The balance payable to Mr. Merfeld of $1,169 is reflected in accounts payable, related party as of December 31, 2020 and 2019. (4) Officer compensation On June 25, 2019, the Company entered into a term sheet ("Term Sheet") with John N. Bonfiglio, PhD ("Bonfiglio") pursuant to which Dr. Bonfiglio served 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. 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. The Term Sheet was terminated effective October 31, 2019. Mr. Bonfiglio was terminated as Chief Operating Officer effective November 30, 2019 and all unvested options and awards were concurrently terminated. |
License and Research Funding Ag
License and Research Funding Agreement / Royalty Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
License and Research Funding Agreement / Royalty Agreement | Note 8 – License and Research Funding Agreement / Royalty Agreement Ariel Scientific Innovation Ltd On November 30, 2019, the Company entered into a royalty and license fee sharing agreement (the “Royalty Agreement”) with Ariel Scientific Innovations Ltd., a wholly owned subsidiary of Ariel University, in Ariel, Israel (“Ariel”), which, among other things, superseded and terminated the original license and research funding agreement, dated December 14, 2016, as amended, between the Company and Ariel (the “License Agreement”). Upon the occurrence of an Exit Event, as such term is described in the Royalty Agreement, including an underwritten public offering of the Company’s shares with proceeds of at least $25 million, a consolidation, merger or reorganization of the Company, and a sale of all or substantially all of the shares and/or the assets of the Company, Ariel has the right to require the Company to issue up to 3% of the then issued and outstanding shares of its common stock. The issuance of any such shares in the future will result in dilution to the interests of other stockholders. In consideration for the parties’ agreement to terminate the License Agreement and for future general scientific collaboration between the parties, the Company agreed to pay Ariel a royalty of 1.25% of net sales (as defined in the Royalty Agreement) of products sold by the Company, or its affiliates and licensees for fifteen years from the first commercial sale in a particular country. Services agreements which the Company had with Ariel related to laboratory access, molecular biology and neurobiology research, and other services terminated during the year ended December 31, 2020. During 2020, Ariel refunded to the Company certain previously advanced and unused funds. During the years ended December 31, 2020 and 2019 we expensed a total of $7,708 and $72,949, respectively, in relation to the aforementioned agreements. |
Intellectual Property License A
Intellectual Property License Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intellectual Property License Agreement | Note 9 – Intellectual Property License Agreement and Sponsored Research Agreement Dartmouth College On October 2, 2019, the Company entered into the Intellectual Property Agreement pursuant to which Dartmouth granted the Company an exclusive world-wide license under the patent application entitled “Mechanically Interlocked Molecules-based Materials for 3D Printing” in the field of human and animal health and certain additional patent rights to use and commercialize licensed products and services. The license grant includes the right of the Company to sublicense to third parties subject to the terms of the Agreement. The Agreement provided for : (i) a $25,000 license issue fee; (ii) an annual license maintenance fee of $25,000, until the first commercial sale of a licensed product or service; (iii) an earned royalty of 2% of net sales of licensed products and services by the Company or a sublicensee; (iv) 15% of consideration received by the Company under a sublicense; and (v) beginning in the first calendar year after the first commercial sale, an annual minimum royalty payment of $500,000, $1,000,000 in the second calendar year, and $2,000,000 in the third calendar year and each year thereafter. The Company will also reimburse Dartmouth for all patent preparation, filing, maintenance and defense costs. Under the Agreement, the Company 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 and make the first commercial sale of a licensed product before the twelve-year anniversary of the effective date of the Agreement and achieve annual net sales of at least $50,000,000 by 2033. If the Company 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 Company recorded the initial $25,000 license fee under prepaid expenses, which amount has been expensed ratably over the initial one-year term of the Agreement. On the anniversary of the Agreement, the Company received an invoice for the $25,000 annual maintenance fee with respect to the 2020-2021 license period. The Company has expensed $12,500 in the year ended December 31, 2020 with respect to the 2020-021 license fee. 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. On November 4, 2019, the parties entered into an amendment to the Sponsored Research Agreement which extended the term of the Agreement through July 14, 2020. The Sponsored Research Agreement terminated by its terms in July 2020. During the year ended December 31, 2020 and 2019, we recorded gains of $26,809 and expenses of $80,006, respectively relative to the Sponsored Research Agreement. Gains recorded in fiscal 2020 reversed prior period accruals, which amounts were recorded as offsets to research and development expenses. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 10 – Commitments (1) Science Advisory Board Member Consulting Agreements (the " Consulting Agreements") As part of its ongoing program of research and development, the Company has retained distinguished scientists and other qualified individuals to advise the Company with respect to its technology and business strategy and to assist it in the research, development and analysis of the Company's technology and products. In furtherance thereof, the Company has retained certain Advisors as members of its Scientific Advisory Board and Business Advisory Board as described below, and the Company and Advisors have entered into Consulting Agreements with the following terms and conditions: - Scientific Advisory Board and Consulting Services - Advisor shall provide general consulting services to Company (the "Services") as a member of its Scientific Advisory Board ("SAB"). As a member of the SAB, Advisor agrees to provide the Services as follows: (a) attending meetings of the Company's SAB; (b) performing the duties of a SAB member at such meetings, as established from time to time by the mutual agreement of the Company and the SAB members, including without limitation meeting with Company employees, consultants and other SAB members, reviewing goals of the Company and assisting in developing strategies for achieving such goals, and providing advice, support, theories, techniques and improvements in the Company's scientific research and product development activities; and (c) providing consulting services to Company at its request, including a reasonable amount of informal consultation over the telephone or otherwise as requested by Company. Advisor's consultation with Company will involve services as scientific, technical and business advisor to the Company and its management with respect to neuronal injuries and neuro degenerative diseases. - SAB Consulting Compensation - the Company shall grant to Advisor the option to purchase certain number of shares of the common stock of the Company as per the stock option award grant. The options are subject to terms and provisions of the Company's 2016 Stock Option and Stock Award Plan. (2) Business Advisory Board Agreements On 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 Mr. 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. Mr. Chambers ceased to be an advisor during the year ended December 31, 2020. On February 10, 2020, the Company entered into a one-year advisory board member consulting agreement with Michael Maizel under which Mr. Maizel 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 granted an option to purchase 50,000 shares of common stock under the 2016 Stock Option and Award Plan subject to certain vesting terms. Due to continuing Covid-19 pandemic concerns, on August 17, 2020, the Company notified Mr. Maizel of the termination of this agreement. (3) Investor Relations Agreement 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 paid 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. The Company notified PCG in March 2020 of its desire to terminate the agreement. |
Stock Plan
Stock Plan | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Plan | Note 11 – Stock Plan 2016 Stock Option and Stock Award On December 14, 2016, the Board adopted the Company's 2016 Stock Option and Stock Award Plan (the "Plan"). The Plan provides for the award of stock options (incentive and non-qualified), stock awards and stock appreciation rights to officers, directors, employees and consultants who provide services to the Company. The terms of awards under the Plan are made by the Board. The Company has reserved 10 million shares for issuance under the Plan. Stock Awards: On January 28, 2019, the Company issued 30,000 shares of common stock under the Plan to Pavel Hilman for his continuing service on the Company's Board of Advisors. These shares were fully vested and recorded as advisory services on issuance. In connection with a 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 the Plan, which shares were fully vested and recorded as advisory services on issuance. Year ended December 31, 2020 2019 Number of shares vested in period - 92,500 Weighted average fair market value per share $ - $ 1.37 Stock based compensation recognized $ - $ 126,875 Stock Options: (a) Stock Options granted to Science Advisors and Business Advisors On November 15, 2017, under the Plan, the Board awarded two of its Science Advisors the following three-year stock options: (i) an immediately exercisable option to purchase 6,667 shares of common stock at an exercise price of $2.00 per share, (ii) an option to purchase 6,667 shares of common stock exercisable on November 15, 2018 at an exercise price of $2.00 per share and (iii) an option to purchase 6,666 shares of common stock exercisable on November 15, 2019 at an exercise price of $2.00 per share, provided that such Advisors are providing services to the Company at the time of exercise. During the year ended December 31, 2020, 13,334 shares subject to such options expired unexercised. On November 15, 2017, under the 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 at the time of exercise. During the year ended December 31, 2020, 13,334 shares subject to such options expired unercised. On April 16, 2018, under the Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 10,000 shares of common stock, exercisable on April 16, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 10,000 shares of common stock exercisable on April 16, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 10,000 shares of common stock exercisable on April 16, 2020 at an exercise price of $2.00 per share, provided the Advisor is still providing services to the Company at the time of exercise. On August 15, 2018, under the Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 6,667 shares of common stock, exercisable on August 15, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 6,667 shares of common stock exercisable on August 15, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 6,666 shares of common stock exercisable on August 15, 2020 at an exercise price of $2.00 per share, provided the Advisor is still providing services to the Company at the time of exercise. On July 1, 2019, under the Plan, the Board awarded a Science Advisor, the following three-year stock options: (i) an option to purchase 33,334 shares of common stock, exercisable on July 1, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on July 1, 2021 at an exercise price of $2.00 per share, provided the advisor is still providing services to the Company at the time of exercise. On February 10, 2020 under the Plan, the Company granted three-year options to purchase an aggregate of 50,000 shares of its common stock at an exercise price of $2.00 per share, to Michael Maizels for serving as a Business Advisor. 25,000 of such shares subject to the option were immediately exercisable and expire on February 10, 2023, and 25,000 shares vest on February 10, 2021 and expire on February 10, 2024. On July 15, 2020, 25,000 unvested options were forfeited. (b) Stock Options granted to Employees: On December 10, 2018, the Board awarded an employee the following three-year stock options under the Plan: (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2018 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2019 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, provided the employee is still providing services to the Company. On March 23, 2020, the Company accelerated the vesting provision such that options previously vesting on December 10, 2020 shall vest immediately with an expiration date of March 23, 2023. On December 10, 2019, the Board awarded an employee, the following three-year stock options under the Plan: (i) an option to purchase 33,334 shares of common stock, exercisable on December 10, 2019 at an exercise price of $2.00 per share (ii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2020 at an exercise price of $2.00 per share, and (iii) an option to purchase 33,333 shares of common stock exercisable on December 10, 2021 at an exercise price of $2.00 per share, provided the employee is still providing services to the Company. On March 23, 2020, the Company accelerated the vesting provision such that options previously vesting on December 10, 2020 and December 10, 2021 shall vest immediately with an expiration date of March 23, 2023. On December 10, 2020, under the Plan, the Board awarded an employee, the following three-year stock options for the purchase of 100,000 shares of the common stock of the Company. 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 ((a) and (b)) which amount has been allocated as below: Twelve Months ended December 31, 2020 2019 Research and development expenses $ 159,839 $ 219,095 As of December 31, 2020 and 2019, total unrecognized compensation remaining to be recognized in future periods totaled $6,200 and $105,683, respectively. (c) Stock Options granted to Officers: On June 25, 2019, the Company appointed John N. Bonfiglio, PhD as its chief operating officer, effective July 1, 2019. As compensation, Dr. Bonfiglio was granted a three-year stock option to purchase 100,000 shares of common stock at an exercise price of $2.00 per share, 50,000 of which shares vested upon grant and 25,000 shares vest on each of July 1, 2020 and July 1, 2021, provided Dr. Bonfiglio is in the employ of the Company on such dates. Mr. Bonfiglio was terminated as chief operating officer as of November 30, 2019. Accordingly, all unvested stock options terminated on such date. On December 10, 2019, the Board granted five-year options to purchase 325,000 shares of common stock to each of its two officers. The options have an exercise price of $2.00 per share and are immediately exercisable. On December 10, 2020, the Board granted five-year options to purchase 325,000 shares of common stock to each of its two officers. The options have an exercise price of $2.00 per share and are immediately exercisable. 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: Year ended December 31, 2020 2019 General and administrative expenses $ 213,530 $ 409,495 As of December 31, 2020 and 2019, there was no unrecognized compensation remaining to be recognized in future periods. The fair value of each option award referenced above is estimated on the date of 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 ~ 186.80% Risk-free interest rate 0.39% ~ 2.68% Expected life (years) 3 ~ 5 Stock Price $ 0.38 ~ 2.80 Exercise Price $ 0.40 ~ 2.00 A summary of the activity for the Company's stock options at December 31, 2020 and 2019, is as follows: December 31, 2020 December 31, 2019 Weighted Average Exercise Weighted Average Remaining Contractual Life Weighted Average Exercise Weighted Average Remaining Contractual Life Shares Price (in years) Shares Price (in years) Outstanding, beginning of period 2,515,000 $ 1.98 3.78 1,615,000 $ 1.97 4.38 Granted 800,000 $ 2 - 950,000 $ 2 - Exercised - $ - - - $ - - Canceled/forfeited (38,334 ) $ 2 - (50,000 ) $ 2 - Outstanding, end of period 3,276,666 $ 2 3.28 2,515,000 $ 1.987 3.78 Options exercisable, end of period 3,243,333 $ 2 3.28 2,331,669 $ 1.98 3.78 Options expected to vest, end of period 33,333 $ 2 2 183,331 $ 1.98 1.98 Weighted average fair value of options granted $ 1.31 $ 1.62 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019. Common Stock In August 2020, the Company sold an aggregate of 200,000 shares of its common stock with a five-year warrant to purchase an aggregate of 100,000 shares of common stock at an exercise price of $1.00 per share (the “Warrant Shares”) to investors in a private offering for aggregate gross proceeds of $100,000. The proceeds will be used for general corporate purposes. The Warrant Shares have “piggyback” registration rights and the warrant has a provision for cashless exercise. In addition, the warrant may not be exercised if it would result in beneficial ownership by the holder and his affiliates of more than 9.99% of the Company’s outstanding shares of common stock. During the year ended December 31, 2019, the Company sold an aggregate of 65,000 shares of common stock to investors and received aggregate proceeds of $65,000 pursuant to subscription agreements in private offerings. On January 28, 2019, the Company issued 30,000 shares of common stock for advisory services (Note10 (2)). The shares had a fair market value on the date of issuance of $37,500 or $1.25 per share. On July 1, 2019, the Company issued 37,500 shares of common stock to its then Chief Operating Officer for advisory services (Note 7(4)). The shares had a fair market value on the date of issuance of $49,125 or $1.31 per share. On August 8, 2019, the Company issued 50,000 shares of common stock for services (Note 10 (3)). The shares had a fair market value on the date of issuance of $74,500 or $1.49 per share. During the year ended December 31, 2019, the Company received a warrant exercise notice for a warrant to purchase 52,000 shares of common stock from a subscriber and issued 9,980 shares of common stock on a cashless exercise basis as per the cashless exercise formula contained in the warrant. There was a total of 13,289,789 and 13,089,789 shares of common stock issued and outstanding as of December 31, 2020 and 2019, respectively. Common Stock Purchase Warrants As of December 31, 2020 and 2019, the following common stock purchase warrants were outstanding: Warrants Weighted Average Exercise Price Outstanding – December 31, 2018 52,000 (1) $ 0.40 Granted 70,000 (3) 1.00 Canceled/forfeited - - Exercised (52,000 ) (2) 0.40 Outstanding – December 31, 2019 70,000 1.00 Granted 110,000 (4)(5) 1.00 Canceled/forfeited - - Exercised - - Outstanding – December 31, 2020 180,000 $ 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, 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. (3) 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. (4) During the year ended December 31, 2020, the Company granted a convertible note holder 10,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $3,400 and recorded as financing cost. (5) Each two shares of common stock purchased in a private offering included one warrant to purchase an additional share of common stock at an exercise price of $1.00. 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 97.90~172.75% Risk-free interest rate 0.16~1.72% Expected life (years) 2.71~5.00 Stock Price $0.25 ~ $0.99 Exercise Price $0.40 ~ $1.00 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes The income tax expense (benefit) at a federal rate of 21% and a state tax rate of 0% consisted of the following for the years ended December 31, 2020 and December 31, 2019: December 31, 2020 December 31, 2019 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, 2020 and 2019: December 31, 2020 December 31, 2019 Expected benefit at federal statutory rate $ 139,200 324,800 Non-deductible expenses (90,400 ) (179,300 ) Change in valuation allowance (48,800 ) (145,500 ) $ - $ - The Company had deferred income tax assets as of December 31, 2020 and 2019 as follows: December 31, 2020 December 31, 2019 Loss carryforwards $ 1,601,380 $ 1,462,180 Less – stockbased compensation (1,193,900 ) (1,115,500 ) Less – derivative liabilities (11,880 ) 120 Less - valuation allowance (395,600 ) (346,800 ) Total net deferred tax assets $ $ - Tax years from inception to the year ended December 31, 2019 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, 2020 and 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, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events Subsequent to the year ended December 31, 2020, a total of 75,000 options were forfeited unexercised. The Company has evaluated events for the period from December 31, 2020 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, 2020 | |
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: Share-Based Payments |
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, 2020 and December 31, 2019: Fair value measurements on a recurring basis Level 1 Level 2 Level 3 As of December 31, 2020: Liabilities Derivative liabilities $ - $ - $ 154,485 As of December 31, 2019: Liabilities Derivative liabilities $ - $ - $ 89,367 |
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 year ended December 31, 2020 and the year ended December 31, 2019 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, 2020 December 31, 2019 Research Warrants at 3% of issued and outstanding shares 398 694 392,694 Convertible Notes 445,400 261,107 Series A Preferred shares 700 700 Stock options vested 3,243,333 2,331,669 Stock options not yet vested 33,333 183,331 Stock purchase warrants 180,000 70,000 Total 4,301,460 3,239,501 |
New Accounting Pronouncements | New Accounting Pronouncements: |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020: Liabilities Derivative liabilities $ - $ - $ 154,485 As of December 31, 2019: Liabilities Derivative liabilities $ - $ - $ 89,367 |
Schedule of potentially dilutive securities | December 31, 2020 December 31, 2019 Research Warrants at 3% of issued and outstanding shares 398 694 392,694 Convertible Notes 445,400 261,107 Series A Preferred shares 700 700 Stock options vested 3,243,333 2,331,669 Stock options not yet vested 33,333 183,331 Stock purchase warrants 180,000 70,000 Total 4,301,460 3,239,501 |
Convertible Note - Related Pa_2
Convertible Note - Related Party and Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Schedule of convertible notes | December 31, 2020 December 31, 2019 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, 2018 $ 36,827 Change in fair value 355 Balance at December 31, 2019 37,182 Change in fair value 24,500 Balance at December 31, 2020 $ 61,682 |
Schedule of fair value at commitment and re-measurement dates | Commitment Date December 31, 2020 December 31, 2019 Expected dividends 0 0 0 Expected volatility 101% ~103% 316% ~ 333% 167% ~ 180% Expected term 0.92 ~ 1 year 0.74year 0.26 year Risk free interest rate 1.33% 0.09% 1.60% |
Convertible Note and Derivati_2
Convertible Note and Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Schedule of convertible notes derivative liabilities | December 31, 2020 December 31, 2019 Face value of certain convertible notes $ 80,000 $ 70,000 Less: unamortized discount (36,364 ) (63,829 ) Carrying value $ 43,636 $ 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 Derivative addition associated with convertible notes 7,915 Change in fair value 32,703 Balance at December 31, 2020 $ 92,803 |
Schedule of fair value at commitment and re-measurement dates derivative liabilities | Commitment Date December 31, 2020 December 31, 2019 Expected dividends 0 0 0 Expected volatility 154% ~173% 280% ~296% 156% Expected term 2.10 years 1.05 ~ 1.25 years 2 years Risk free interest rate 1.42 ~ 1.65% 0.10% 1.58% |
Stock Plan (Tables)
Stock Plan (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock award | Twelve Months ended December 31, 2020 2019 Number of shares vested in period - 92,500 Weighted average fair market value per share $ - $ 1.37 Stock based compensation recognized $ - $ 126,875 |
Stock option compensation allocated as research and development expenses | Twelve Months ended December 31, 2020 2019 Research and development expenses $ 159,839 $ 219,095 Year ended December 31, 2020 2019 General and administrative expenses $ 213,530 $ 409,495 |
Schedule of fair value options assumptions | Measurement date Dividend yield 0% Expected volatility 114.69 ~ 186.80% Risk-free interest rate 0.39% ~ 2.68% Expected life (years) 3 ~ 5 Stock Price $ 0.38 ~ 2.80 Exercise Price $ 0.40 ~ 2.00 |
Schedule of stock options | December 31, 2020 December 31, 2019 Weighted Average Exercise Weighted Average Remaining Contractual Life Weighted Average Exercise Weighted Average Remaining Contractual Life Shares Price (in years) Shares Price (in years) Outstanding, beginning of period 2,515,000 $ 1.98 3.78 1,615,000 $ 1.97 4.38 Granted 800,000 $ 2 - 950,000 $ 2 - Exercised - $ - - - $ - - Canceled/forfeited (38,334 ) $ 2 - (50,000 ) $ 2 - Outstanding, end of period 3,276,666 $ 2 3.28 2,515,000 $ 1.987 3.78 Options exercisable, end of period 3,243,333 $ 2 3.28 2,331,669 $ 1.98 3.78 Options expected to vest, end of period 33,333 $ 2 2 183,331 $ 1.98 1.98 Weighted average fair value of options granted $ 1.31 $ 1.62 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of common stock purchase warrants were outstanding | Warrants Weighted Average Exercise Price Outstanding – December 31, 2018 52,000 (1) $ 0.40 Granted 70,000 (3) 1.00 Canceled/forfeited - - Exercised (52,000 ) (2) 0.40 Outstanding – December 31, 2019 70,000 1.00 Granted 110,000 (4)(5) 1.00 Canceled/forfeited - - Exercised - - Outstanding – December 31, 2020 180,000 $ 1.00 |
Schedule of fair value warrants assumptions | Measurement date Dividend yield 0% Expected volatility 97.90~172.75% Risk-free interest rate 0.16~1.72% Expected life (years) 2.71~5.00 Stock Price $0.25 ~ $0.99 Exercise Price $0.40 ~ $1.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense (benefit) | December 31, 2020 December 31, 2019 Total current $ - $ - Total deferred - - $ - $ - |
Schedule of reconciliation of the expected statutory federal income tax and state income tax provisions | December 31, 2020 December 31, 2019 Expected benefit at federal statutory rate $ 139,200 324,800 Non-deductible expenses (90,400 ) (179,300 ) Change in valuation allowance (48,800 ) (145,500 ) $ - $ - |
Schedule of deferred income tax assets | December 31, 2020 December 31, 2019 Loss carryforwards $ 1,601,380 $ 1,462,180 Less – stock based compensation (1,193,900 ) (1,115,500 ) Less – derivative liabilities (11,880 ) 120 Less - valuation allowance (395,600 ) (346,800 ) Total net deferred tax assets $ $ - |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Level 2 [Member] | ||
Liabilities | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Liabilities | ||
Derivative liabilities | 154,485 | 89,367 |
Level 1 [Member] | ||
Liabilities | ||
Derivative liabilities |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Potentially dilutive securities net loss per share | 4,301,460 | 3,239,501 |
Research Warrants at 3% of issued and outstanding shares [Member] | ||
Potentially dilutive securities net loss per share | 398,694 | 392,694 |
Convertible Notes [Member] | ||
Potentially dilutive securities net loss per share | 445,400 | 261,107 |
Series A Preferred shares [Member] | ||
Potentially dilutive securities net loss per share | 700 | 700 |
Stock options vested [Member] | ||
Potentially dilutive securities net loss per share | 3,243,333 | 2,331,669 |
Stock options not yet vested [Member] | ||
Potentially dilutive securities net loss per share | 33,333 | 183,331 |
Stock purchase warrants [Member] | ||
Potentially dilutive securities net loss per share | 180,000 | 70,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Research and development costs | $ 258,620 | $ 651,476 |
Advertising or marketing costs | $ 0 | $ 256,106 |
Research warrants issued and outstanding, percentage | 3.00% |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Proceeds from loans | $ 211,000 | $ 470,000 |
Convertible Note - Related Pa_3
Convertible Note - Related Party and Derivative Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
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, 2020 | Dec. 31, 2019 | |
Balance | $ 89,367 | |
Balance | 154,485 | $ 89,367 |
Related Party Debt [Member] | ||
Balance | 37,182 | 36,827 |
Change in fair value | 24,500 | 355 |
Balance | $ 61,682 | $ 37,182 |
Convertible Note - Related Pa_5
Convertible Note - Related Party and Derivative Liabilities (Details 2) - Related Party Debt [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Expected dividends | 0.00% | 0.00% |
Expected term | 8 months 29 days | 3 months 3 days |
Risk free interest rate | 0.09% | 1.60% |
Minimum [Member] | ||
Expected volatility | 316.00% | 167.00% |
Maximum [Member] | ||
Expected volatility | 333.00% | 180.00% |
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, 2020 | Dec. 31, 2019 | May 01, 2020 |
Convertible Note - Related Party and Derivative Liabilities (Textual) | |||||||
Received proceeds totaling | $ 10,000 | $ 70,000 | |||||
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 | 6,674 | 2,663 | |||||
Cubesquare Llc [Member] | President [Member] | |||||||
Convertible Note - Related Party and Derivative Liabilities (Textual) | |||||||
Ownership percentage | 25.00% | ||||||
Related Party Debt [Member] | |||||||
Convertible Note - Related Party and Derivative Liabilities (Textual) | |||||||
Interest expenses | 2,017 | 2,011 | |||||
Accounts payable and accrued liabilities related party | $ 7,449 | $ 5,432 |
Convertible Note and Derivati_3
Convertible Note and Derivative Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Carrying value | $ 25,000 | $ 25,000 |
Derivative Liabilities [Member] | ||
Face value of certain convertible notes | 80,000 | 70,000 |
Less: unamortized discount | (36,364) | (63,829) |
Carrying value | $ 43,636 | $ 6,171 |
Convertible Note and Derivati_4
Convertible Note and Derivative Liabilities (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Balance | $ 89,367 | |
Balance | 154,485 | $ 89,367 |
Derivative Liabilities [Member] | ||
Balance | 52,185 | |
Derivative addition associated with convertible notes | 7,915 | 64,774 |
Change in fair value | (32,703) | (12,589) |
Balance | $ 92,803 | $ 52,185 |
Convertible Note and Derivati_5
Convertible Note and Derivative Liabilities (Details 2) - Derivative Liabilities [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Expected dividends | 0.00% | 0.00% |
Expected volatility | 156.00% | |
Expected term | 2 years | |
Risk free interest rate | 0.10% | 1.58% |
Minimum [Member] | ||
Expected volatility | 280.00% | |
Expected term | 1 year 18 days | |
Maximum [Member] | ||
Expected volatility | 296.00% | |
Expected term | 1 year 3 months | |
Commitment Date [Member] | ||
Expected dividends | 0.00% | |
Expected term | 2 years 1 month 7 days | |
Risk free interest rate | 1.58% | |
Commitment Date [Member] | Minimum [Member] | ||
Expected volatility | 154.00% | |
Risk free interest rate | 1.42% | |
Commitment Date [Member] | Maximum [Member] | ||
Expected volatility | 173.00% | |
Risk free interest rate | 1.65% |
Convertible Note and Derivati_6
Convertible Note and Derivative Liabilities (Details Narrative) - Derivative Liabilities [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative liability convertible notes | $ 80,000 | |
Interest rate per annum | 8.00% | |
Derivative liability | $ 72,689 | |
Interest expenses | 7,211 | $ 161 |
Amortization | 35,380 | 946 |
Accounts payable and accrued liabilities | $ 7,372 | $ 161 |
Unsecured Short-Term Advance _2
Unsecured Short-Term Advance from Third Party (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Unsecured short-term advances | $ 100,000 | $ 100,000 |
Related Party Transaction (Deta
Related Party Transaction (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2019 | May 01, 2020 | Aug. 20, 2019 | Sep. 27, 2017 | Sep. 01, 2016 | |
Due to related party | $ 50,000 | $ 50,000 | ||||
Due to related party vendor payment | 28,475 | |||||
General and administrative expenses | 93,300 | |||||
Cubesquare Llc [Member] | ||||||
Due to related party | 10,000 | $ 50,000 | ||||
Interest percentage | 8.00% | 8.00% | 8.00% | |||
Interest expenses | 4,011 | 2,663 | ||||
Accounts payable and accrued liabilities | 6,674 | 2,663 | ||||
Merfeld [Member] | ||||||
Due to related party | 21,000 | $ 50,000 | ||||
Due to related party vendor payment | 11,169 | $ 7,331 | ||||
Jonah Meer [Member] | ||||||
Due to related party | 70,000 | 135,000 | ||||
Due to related party vendor payment | 25,642 | $ 10,164 | ||||
Stock award - 37,500 vested shares [Member] | ||||||
General and administrative expenses | 49,125 | |||||
Stock option - 50,000 vested shares [Member] | ||||||
General and administrative expenses | $ 44,175 |
License and Research Funding _2
License and Research Funding Agreements (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Ariel Scientific Innovation Ltd [Member] | ||
License and Research Funding Agreements (Textual) | ||
Expense related to aforemeionted agreements | $ 7,708 | $ 72,949 |
Intellectual Property License_2
Intellectual Property License Agreement (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Licence fee | $ 25,000 | |
Royalty expense | 50,000 | |
Prepaid expense | $ 25,000 | |
Agreement description | (i) a $25,000 license issue fee; (ii) an annual license maintenance fee of $25,000, until the first commercial sale of a licensed product or service; (iii) an earned royalty of 2% of net sales of licensed products and services by the Company or a sublicensee; (iv) 15% of consideration received by the Company under a sublicense; and (v) beginning in the first calendar year after the first commercial sale, an annual minimum royalty payment of $500,000, $1,000,000 in the second calendar year, and $2,000,000 in the third calendar year and each year thereafter. | |
Licence Expense | $ 12,500 | |
Gain Sponsored Research Agreement | $ 26,809 | |
Expense on Sponsored Research Agreement | $ 80,006 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Aug. 08, 2019 | Jul. 10, 2019 | Sep. 18, 2019 | Jan. 28, 2019 | Jan. 23, 2018 | Jan. 23, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | [3] | Jun. 30, 2018 | |
Commitments (Textual) | |||||||||||
Advisors are granted the option | 110,000 | [1],[2] | 70,000 | ||||||||
Prepaid expensed during period | $ 25,000 | ||||||||||
Issuance of common stock payable | 50,000 | 37,500 | 25,000 | 10,000 | |||||||
Sponsored Research Agreement [Member] | |||||||||||
Commitments (Textual) | |||||||||||
Prepaid expenses | $ 0 | ||||||||||
Contract reversal gain and loss | 0 | ||||||||||
Service Agreement With Ariel [Member] | |||||||||||
Commitments (Textual) | |||||||||||
Compensation cost | |||||||||||
Prepaid expenses | $ 0 | ||||||||||
Prepaid expensed during period | $ 0 | ||||||||||
Equity Option [Member] | |||||||||||
Commitments (Textual) | |||||||||||
Advisors are granted the option | 10,000 | ||||||||||
Issuance of common stock payable | 30,000 | ||||||||||
[1] | During the year ended December 31, 2020, the Company granted a convertible note holder 10,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $3,400 and recorded as financing cost. | ||||||||||
[2] | Each two shares of common stock purchased in a private offering included one warrant to purchase an additional share of common stock at an exercise price of $1.00. | ||||||||||
[3] | 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, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Number of shares vested in period | 92,500 | |
Weighted average fair market value per share | $ 1.37 | |
Stock based compensation recognized | $ 126,875 |
Stock Plan (Details 1)
Stock Plan (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
General and Administrative Expense [Member] | ||
Stock option compensation allocated expenses | $ 213,530 | $ 409,495 |
Research and Development Expense [Member] | ||
Stock option compensation allocated expenses | $ 159,839 | $ 219,095 |
Stock Plan (Details 2)
Stock Plan (Details 2) - Measurement Date [Member] - Equity Option [Member] | 12 Months Ended |
Dec. 31, 2020$ / 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 | 186.80% |
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 | 0.39% |
Expected life (years) | 3 years |
Stock Price | $ 0.38 |
Stock Plan (Details 3)
Stock Plan (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Shares Outstanding, beginning of period | 2,515,000 | 1,615,000 |
Shares, Granted | 80,000 | 950,000 |
Shares, Exercised | ||
Shares, Canceled/forfeited | (38,334) | (50,000) |
Shares Outstanding, end of period | 3,276,666 | 2,515,000 |
Shares Options exercisable, end of period | 3,243,333 | 2,331,669 |
Shares, Options expected to vest, end of period | 33,333 | 183,331 |
Weighted Average Shares Exercise Price, Outstanding, beginning of period | $ 1.98 | $ 1.97 |
Weighted Average Shares Exercise Price, Granted | 2 | 2 |
Weighted Average Shares Exercise Price, Exercised | ||
Weighted Average Exercise Price, Canceled/forfeited | 2 | 2 |
Weighted Average Shares Exercise Price, Outstanding, end of period | 2 | 1.98 |
Weighted Average Exercise Price, Options exercisable, end of period | 2 | 1.98 |
Weighted Average Exercise Price, Options expected to vest, end of period | 2 | 1.98 |
Weighted Average Exercise Price, Weighted average fair value of options granted | $ 1.31 | $ 1.62 |
Outstanding, Weighted Average Remaining Contractual Life | 3 years 9 months 11 days | 4 years 4 months 17 days |
Options exercisable, Weighted Average Remaining Contractual Life | 3 years 3 months 11 days | 3 years 9 months 11 days |
Options expected to vest, Weighted Average Remaining Contractual Life | 2 years | 1 year 11 months 23 days |
Stock Plan (Details Narrative)
Stock Plan (Details Narrative) - USD ($) | Dec. 10, 2020 | Feb. 10, 2020 | Dec. 10, 2019 | Dec. 10, 2018 | Aug. 15, 2018 | Jul. 31, 2019 | Apr. 16, 2018 | Nov. 15, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 04, 2017 | Dec. 14, 2016 |
Stock Plan (Textual) | ||||||||||||
Total unrecognized compensation remaining to be recognized in future periods | $ 110,156 | |||||||||||
Unrecognized compensation | 6,200 | $ 105,683 | ||||||||||
Gain for research and development expense | (26,809) | |||||||||||
Board of Directors Chairman [Member] | ||||||||||||
Stock Plan (Textual) | ||||||||||||
Stock award | 440,000 | |||||||||||
Stock Option One [Member] | ||||||||||||
Stock Plan (Textual) | ||||||||||||
Description of services agreement | 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 Business Advisor. 25,000 of such shares subject to the option were immediately exercisable and expire on February 10, 2023, and 25,000 shares vest on February 10, 2021 and expire on February 10, 2024. | 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 | |||||||||||
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 | $ 2 | ||||||||
Granted an option to purchase shares of common stock | 325,000 | 325,000 | ||||||||||
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 | |||||||||||
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, 2020 | Dec. 31, 2019 | |||
Equity [Abstract] | ||||
Warrants Outstanding Beginning | 70,000 | 52,000 | [1] | |
Warrants Granted | 110,000 | [2],[3] | 70,000 | [4] |
Warrants Canceled/Forfeited | ||||
Warrants Exercised | (52,000) | [5] | ||
Warrants Outstanding Ending | 180,000 | 70,000 | ||
Weighted Average Exercise Price Outstanding Beginning | $ 1 | $ 0.40 | ||
Weighted Average Exercise Price Granted | 1 | 1 | ||
Weighted Average Exercise Price Canceled/Forfeited | ||||
Weighted Average Exercise Price Exercised | 0.40 | |||
Weighted Average Exercise Price Outstanding Ending | $ 1 | $ 1 | ||
[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, 2020, the Company granted a convertible note holder 10,000 stock purchase warrants at an exercise price of $1.00. The fair value of the aforementioned warrants was $3,400 and recorded as financing cost. | |||
[3] | Each two shares of common stock purchased in a private offering included one warrant to purchase an additional share of common stock at an exercise price of $1.00. | |||
[4] | 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 $36,410 and recorded as financing cost. | |||
[5] | During the year ended December 31, 2019, investors exercised warrants to purchase an aggregate of 52,000 shares of common stock and received 9,980 shares for exercises on a cashless basis. |
Capital Stock (Details 1)
Capital Stock (Details 1) - Measurement Date [Member] - Warrant [Member] | 12 Months Ended |
Dec. 31, 2020$ / 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 | 172.75% |
Risk-free interest rate | 1.72% |
Expected life (years) | 5 years |
Stock Price | $ 0.99 |
Exercise Price | $ 1 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 97.90% |
Risk-free interest rate | 0.16% |
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 | Aug. 31, 2020 | Sep. 18, 2019 | Jan. 23, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Series A Preferred Shares, par value | $ 0.001 | $ 0.001 | ||||||
Series A Preferred Shares, authorized | 10,000 | 10,000 | ||||||
Series A Preferred Shares, shares issued | 2,000 | 2,000 | ||||||
Series A Preferred Shares, shares outstanding | 2,000 | 2,000 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||
Common stock, shares issued | 13,289,789 | 13,089,789 | ||||||
Common stock, shares outstanding | 13,289,789 | 13,089,789 | ||||||
Shares issued in private placement, shares | 50,000 | 37,500 | 25,000 | 10,000 | ||||
Issuance of common stock for private placement | $ 74,500 | $ 49,125 | $ 40,250 | $ 28,000 | $ 100,000 | $ 65,000 | ||
Shares issued for stock awards for business advisory services | $ 74,500 | |||||||
Share price per share | $ 1.49 | $ 1.31 | $ 1 | $ 1.61 | $ 2.80 | |||
Warrants exercised | 52,000 | [1] | ||||||
Number of shares sold to investors in private offering | 200,000 | |||||||
Gross proceed from share sold to investors | $ 100,000 | |||||||
Accumulated Deficit | ||||||||
Issuance of common stock for private placement | ||||||||
Shares issued for stock awards for business advisory services | ||||||||
Series A Preferred Shares | ||||||||
Issuance of common stock for private placement | ||||||||
Shares issued for stock awards for business advisory services | ||||||||
Additional Paid-In Capital | ||||||||
Issuance of common stock for private placement | $ 99,980 | 64,993 | ||||||
Shares issued for stock awards for business advisory services | $ 74,495 | |||||||
Common Stock | ||||||||
Shares issued in private placement, shares | 200,000 | 65,000 | ||||||
Issuance of common stock for private placement | $ 20 | $ 7 | ||||||
Shares issued for stock awards for business advisory services, shares | 50,000 | |||||||
Shares issued for stock awards for business advisory services | $ 5 | |||||||
Share price per share | $ 2.80 | |||||||
Advisory Services | Common Stock | ||||||||
Shares issued for stock awards for business advisory services, shares | 30,000 | |||||||
Shares issued for stock awards for business advisory services | $ 37,500 | |||||||
[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. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Total current | ||
Total deferred | ||
Total |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Expected benefit at federal statutory rate | $ 139,200 | $ 324,800 |
Non-deductible expenses | (90,400) | (179,300) |
Change in valuation allowance | (48,800) | (145,500) |
Total |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Loss carryforwards | $ 1,601,380 | $ 1,462,180 |
Less stock based compensation | (1,193,900) | (1,115,500) |
Less derivative liabilities | (11,880) | 120 |
Less - valuation allowance | (395,600) | (346,800) |
Total net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory income tax rate | 21.00% | 0.00% |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Jan. 10, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of options forfeited | 38,334 | 50,000 | |
Subsequent Event [Member] | |||
Number of options forfeited | 75,000 |