Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Jul. 07, 2021 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | 180 Life Sciences Corp. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 30,768,873 | ||
Entity Public Float | $ 20,791,676 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001690080 | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-38105 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 2,108,544 | $ 83,397 |
Due from related parties | 300,000 | 73,248 |
Notes receivable, net (see Note 6) | ||
Prepaid expenses and other current assets | 1,606,414 | 591,648 |
Total Current Assets | 4,014,958 | 748,293 |
Property and equipment, net | 54,307 | |
Intangible assets, net | 2,047,818 | 2,121,834 |
In-process research and development | 12,569,793 | 12,536,950 |
Goodwill | 36,900,801 | 36,423,084 |
Total Assets | 55,533,370 | 51,884,468 |
Current Liabilities: | ||
Accounts payable | 8,529,259 | 4,103,566 |
Accounts payable - related parties | 215,495 | 123,035 |
Accrued expenses | 4,110,916 | 1,691,466 |
Accrued expenses - related parties | 454,951 | 177,074 |
Due to related parties | 17,341 | |
Loans payable - current portion | 968,446 | 116,250 |
Loans payable - related parties | 513,082 | 220,525 |
Convertible notes payable, net of debt discount | 1,916,195 | 2,736,946 |
Convertible notes payable - related parties | 270,000 | 454,604 |
Derivative liabilities | 4,442,970 | |
Total Current Liabilities | 21,421,314 | 9,640,807 |
Accrued issuable equity | 43,095 | |
Loans payable - non current portion | 113,763 | |
Deferred tax liability | 3,668,329 | 3,672,759 |
Total Liabilities | 25,246,501 | 13,313,566 |
Commitments and contingencies (see Note 14) | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; (see designations and shares authorized for Series A, Class C and Class K preferred stock) Series A Convertible Prefered Stock, $0.0001 par value; 1,000,000 shares designated; 0 shares issued and outstanding at December 31, 2020 and 2019; none available at December 31, 2020 | ||
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; (see designations and shares authorized for Series A, Class C and Class K preferred stock) Class C Preferred Stock; 1 share authorized, issued and outstanding at December 31, 2020 and 2019 | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; (see designations and shares authorized for Series A, Class C and Class K preferred stock) Class K Preferred Stock; 1 share authorized, issued and outstanding at December 31, 2020 and 2019 | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 26,171,225 and 13,846,925 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 2,617 | 1,384 |
Additional paid-in capital | 78,005,004 | 75,890,295 |
Accumulated other comprehensive income | 636,886 | 152,803 |
Accumulated deficit | (48,357,638) | (37,473,580) |
Total Stockholders’ Equity | 30,286,869 | 38,570,902 |
Total Liabilities and Stockholders’ Equity | $ 55,533,370 | $ 51,884,468 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares designated | 1,000,000 | 1,000,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 26,171,225 | 13,846,925 |
Common stock, shares outstanding | 26,171,225 | 13,846,925 |
Class C Preferred Stock | ||
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Class K Preferred Stock | ||
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Expenses: | ||
Research and development | $ 2,217,371 | $ 1,981,299 |
Research and development - related parties | 75,633 | 54,020 |
General and administrative | 3,169,260 | 5,607,808 |
General and administrative - related parties | 185,848 | 286,745 |
Modification of stock award - related party | 12,959,360 | |
Rental income - related parties | (25,946) | |
Total Operating Expenses | 5,648,112 | 20,863,286 |
Loss From Operations | (5,648,112) | (20,863,286) |
Other (Expense) Income: | ||
Gain (loss) on sale and disposal of property and equipment | (37,174) | 1,714 |
Other income | 15,334 | |
Other income - related parties | 240,000 | 552,329 |
Interest income | 3,727 | |
Interest expense | (1,002,424) | (162,066) |
Interest expense - related parties | (84,550) | (23,074) |
Loss on extinguishment of convertible notes payable, net | (2,580,655) | (703,188) |
Change in fair value of derivative liabilities | (1,816,309) | |
Change in fair value of accrued issuable equity | 9,405 | (327,879) |
Change in fair value of accrued issuable equity - related parties | (3,881,819) | |
Total Other Expense, Net | (5,256,373) | (4,540,256) |
Loss Before Income Taxes | (10,904,485) | (25,403,542) |
Income tax benefit | 20,427 | 9,496 |
Net Loss | (10,884,058) | (25,394,046) |
Deemed dividend related to the Series A Convertible Preferred Stock | (1,122,702) | |
Net Loss Attributable to Common Stockholders | (12,006,760) | (25,394,046) |
Net Loss | (10,884,058) | (25,394,046) |
Other Comprehensive Income (Loss): | ||
Foreign currency translation adjustments | 484,083 | (160,745) |
Total Comprehensive Loss | $ (10,399,975) | $ (25,554,791) |
Basic and Diluted Net Loss per Common Share (in Dollars per share) | $ (0.66) | $ (2.30) |
Weighted Average Number of Common Shares Outstanding: (in Shares) | 18,154,056 | 11,035,289 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Stockholders’ (Deficiency) Equity - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total | |
Balance at Dec. 31, 2018 | $ 104 | $ 4,088,937 | $ 313,548 | $ (12,079,534) | $ (7,676,945) | |
Balance (in Shares) at Dec. 31, 2018 | 1,046,471 | |||||
Beneficial conversion feature on convertible debt issued | 250,839 | 250,839 | ||||
Issuances of common stock for: | ||||||
Cash and services | [1] | $ 6 | 1,463,796 | 1,463,802 | ||
Cash and services (in Shares) | [1] | 64,657 | ||||
Satisfaction of accrued issuable equity and investor deposits | $ 285 | 12,992,185 | 12,992,470 | |||
Satisfaction of accrued issuable equity and investor deposits (in Shares) | 2,854,012 | |||||
Modification of stock award - related party | 12,959,360 | 12,959,360 | ||||
Shares issued in connection with reorganization | $ 989 | 45,865,510 | 45,866,499 | |||
Shares issued in connection with reorganization (in Shares) | 9,881,785 | |||||
Effect of reverse acquisition | (1,730,332) | (1,730,332) | ||||
Comprehensive loss: | ||||||
Net loss | (25,394,046) | (25,394,046) | ||||
Other comprehensive loss | (160,745) | (160,745) | ||||
Balance at Dec. 31, 2019 | $ 1,384 | 75,890,295 | 152,803 | (37,473,580) | 38,570,902 | |
Balance (in Shares) at Dec. 31, 2019 | 13,846,925 | |||||
Common stock issued for cash | $ 1 | 72,499 | 72,500 | |||
Common stock issued for cash (in Shares) | 12,292 | |||||
Shares issued upon conversion of KBL debt | $ 152 | 4,164,833 | 4,164,985 | |||
Shares issued upon conversion of KBL debt (in Shares) | 1,519,628 | |||||
Shares issued upon conversion of 180 debt | $ 48 | 2,117,270 | 2,117,318 | |||
Shares issued upon conversion of 180 debt (in Shares) | 482,894 | |||||
Shares issued upon the conversion of the Series A convertible preferred stock | $ 162 | 4,348,873 | 4,349,035 | |||
Shares issued upon the conversion of the Series A convertible preferred stock (in Shares) | 1,619,144 | |||||
Shares issued upon exchange of common stock equivalents | $ 153 | (153) | ||||
Shares issued upon exchange of common stock equivalents (in Shares) | 1,521,157 | |||||
Beneficial conversion feature on convertible debt issued | 329,300 | 329,300 | ||||
Deemed dividend on Series A convertible preferred stock: | ||||||
Extinguishment loss | (565,659) | (565,659) | ||||
Make-whole dividend | (333,333) | (333,333) | ||||
Beneficial conversion feature | (223,710) | (223,710) | ||||
Stock based compensation: | ||||||
Common stock | $ 24 | 1,057,965 | 1,057,989 | |||
Common stock (in Shares) | 240,540 | |||||
Options | 7,798 | 7,798 | ||||
Effect of reverse recapitalization, net of cash acquired | $ 693 | (8,860,974) | (8,860,281) | |||
Effect of reverse recapitalization, net of cash acquired (in Shares) | 6,928,645 | |||||
Comprehensive loss: | ||||||
Net loss | (10,884,058) | (10,884,058) | ||||
Other comprehensive loss | 484,083 | 484,083 | ||||
Balance at Dec. 31, 2020 | $ 2,617 | $ 78,005,004 | $ 636,886 | $ (48,357,638) | $ 30,286,869 | |
Balance (in Shares) at Dec. 31, 2020 | 26,171,225 | |||||
[1] | Includes $1,130,656 of cash consideration. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities | ||
Net loss | $ (10,884,058) | $ (25,394,046) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 125,333 | 72,244 |
Amortization of debt discount | 356,179 | |
Gain on settlement of payables | (25,643) | |
Bad debt (recovery) expense | (1,699,825) | 649,825 |
Stock-based compensation | 1,118,286 | 340,411 |
Modification of stock award | 12,959,360 | |
Loss (gain) on sale/disposal of property and equipment | 37,174 | (1,714) |
Loss on extinguishment of convertible note payable | 2,580,655 | 703,188 |
Accrued interest capitalized to principal | 396,535 | 115,245 |
Gain on exchange rate transactions | 4,760 | |
Deferred tax benefit | (20,427) | (9,496) |
Change in fair value of derivative liabilities | 1,816,309 | |
Change in fair value of accrued issuable equity | (9,405) | 4,209,698 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (210,195) | 427,922 |
Due from related parties | (217,939) | (22,570) |
Due to related parties | (100,759) | |
Deferred income | (528,519) | |
Deposits | 109,903 | |
Accounts payable | 2,226,814 | 2,895,645 |
Accrued expenses | 533,486 | 255,009 |
Total adjustments | 7,648,097 | 22,075,392 |
Net Cash Used In Operating Activities | (3,871,961) | (3,318,654) |
Cash Flows From Investing Activities | ||
Cash withdrawn from Trust Account | 10,280,739 | |
Cash acquired in Reorganization | 86,078 | |
Cash acquired in reverse merger | 3,006,235 | |
Acquisition of intangible assets | (144,402) | |
Issuance of notes receivable | (649,825) | |
Proceeds from repayment of notes receivable | 1,203,750 | |
Disposal of property and equipment | ||
Net Cash Provided by (Used In) Investing Activities | 14,490,724 | (708,149) |
Cash Flows From Financing Activities | ||
Payment of common stock redemptions payable | (9,006,493) | |
Repayment of advances from related party | (201,859) | |
Repayment of loans payable | (72,843) | |
Proceeds from sale of common stock | 72,500 | 1,132,676 |
Proceeds from payment of subscription receivable | 124,369 | |
Proceeds from loans payable | 275,049 | 335,303 |
Proceeds from Bounce Back Loan Scheme | 64,168 | |
Proceeds from government loan | 53,051 | |
Proceeds from convertible notes payable | 82,500 | 2,350,000 |
Cash (Used In) Provided By Financing Activities | (8,733,927) | 3,942,348 |
Effect of Exchange Rate Changes on Cash | 140,311 | (399,368) |
Net Increase (Decrease) In Cash | 2,025,147 | (483,823) |
Cash - Beginning of Year | 83,397 | 567,220 |
Cash - End of Year | 2,108,544 | 83,397 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for interest | ||
Non-cash investing and financing activities: | ||
KBL payments to vendors in satisfaction of notes receivable | ||
Issuance of common stock in satisfaction of accrued issuable equity | 12,631,663 | |
Issuance of common stock in satisfaction of investor deposits | 463,557 | |
Receivable from related party for sale of property and equipment | 8,902 | |
Recognition of beneficial conversion feature as loss on extinguishment of convertible note principal | 329,300 | 250,839 |
Redemption premium and restructuring fee recognized as an increase in convertible note principal | 557,436 | 452,349 |
Conversion of notes payable and accrued interest into common stock | 6,282,303 | |
Conversion of Series A Convertible Preferred Stock into common stock | 4,349,035 | |
Deemed dividend - Extinguishment gain on Series A Convertible Preferred stock | 565,659 | |
Deemed dividend - Make-whole dividend on conversion of Series A Convertible preferred stock | 333,333 | |
Deemed dividend - Beneficial conversion feature on Series A Convertible Preferred Stock | 223,710 | |
Net non-cash liabilities assumed in Business Combination | 11,866,515 | |
Financing of D&O insurance premium | $ 728,437 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 — BUSINESS ORGANIZATION AND NATURE OF OPERATIONS 180 Life Sciences Corp., formerly known as KBL Merger Corp. IV (“180LS”, or together with its subsidiaries, the “Company”), was a blank check company organized under the laws of the State of Delaware on September 7, 2016. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. 180 Life Corp. (“180”, f/k/a 180 Life Sciences Corp. and CannBioRx Life Sciences Corp.) is a wholly-owned subsidiary of the Company and was incorporated in the State of Delaware on January 28, 2019. The Company is located in the United States (“U.S.”) and is a medical pharmaceutical company focused upon unmet medical needs in the areas of inflammatory diseases, fibrosis, and chronic pain by employing innovative research and, where appropriate, combination therapies, through its three wholly-owned subsidiaries, 180 Therapeutics L.P. (“180 LP”), CannBioRex Pharmaceuticals Corp. (“CBR Pharma”), and Katexco Pharmaceuticals Corp. (“Katexco”). 180 LP, CBR Pharma and Katexco are together, the “180 Subsidiaries.” Katexco was incorporated on March 7, 2018 under the provisions of the British Corporation Act of British Columbia. Additionally, 180’s wholly-owned subsidiaries Katexco Callco, ULC, Katexco Purchaseco, ULC, CannBioRex Callco, ULC, and CannBioRex Purchaseco, ULC were formed in the Canadian Province of British Columbia on May 31, 2019 to facilitate the acquisition of Katexco, CBR Pharma and 180 LP (see Note 4 - Reorganization and Recapitalization). 180 LP is a clinical stage biotechnology company focused on the discovery and development of biologic therapies for the treatment of fibrosis. CBR Pharma is a pharmaceutical research company specializing in the clinical development of synthetic pharmaceutical grade cannabinoid compounds for the treatment of rheumatoid arthritis and related arthritic diseases. Katexco is a medical pharmaceutical company researching and developing orally available therapies harnessing nicotinic receptors to treat inflammatory diseases. Reorganization and Business Combination On July 16, 2019, 180 and each of 180 LP, Katexco and CBR Pharma completed a corporate restructuring, pursuant to which 180 LP, Katexco and CBR Pharma became wholly-owned subsidiaries of 180 (the “Reorganization”). It was determined that Katexco was the accounting acquirer in the Reorganization and the remaining companies were the accounting acquirees (see Note 4 - Reorganization and Recapitalization). On November 6, 2020 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”) following a special meeting of stockholders held on November 5, 2020, where the stockholders of the Company considered and approved, among other matters, a proposal to adopt that certain Business Combination Agreement (as amended, the “Business Combination Agreement”), dated as of July 25, 2019. Pursuant to the Business Combination Agreement, among other things, a subsidiary of the Company merged with and into 180, with 180 continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”). The Merger became effective on November 6, 2020 (see Note 5 – Business Combination). Risks and Uncertainties Regarding the COVID-19 pandemic, a continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on the Company’s ability to access capital, on the Company’s business, results of operations and financial condition. Management continues to monitor the developments and have taken active measures to protect the health of the Company’s employees, their families and the Company’s communities. The ultimate impact will depend heavily on the duration of the COVID-19 pandemic and public health responses, as well as the substance and pace of macroeconomic recovery, all of which are uncertain and difficult to predict considering the continuing evolving landscape of the COVID-19 pandemic and the public health responses to contain it. Management has evaluated, and will continue to evaluate, the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or completion of business combination, the specific impact is not readily determinable as of the date of these consolidated financial statements. To date, the follow-up time for patient data for the Phase 2b Dupuytren’s disease clinical trial, in addition to the launch of clinical trials in our SCA platform were delayed as a result of COVID-19, however, such follow-up is now completed. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Going Concern and Management's
Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND MANAGEMENT'S PLANS | NOTE 2 — GOING CONCERN AND MANAGEMENT’S PLANS The Company has not generated any revenues and has incurred a significant loss since inception. During the year ended December 31, 2020, the Company incurred a net loss of $10,884,058 and used $3,871,961 of cash in operations. As of December 31, 2020, the Company has an accumulated deficit of $48,357,638 and a working capital deficit of $17,406,356. The Company expects to invest a significant amount of capital to fund research and development. As a result, the Company expects that its operating expenses will increase significantly, and consequently will require significant revenues to become profitable. Even if the Company does become profitable, it may not be able to sustain or increase profitability on a quarterly or annual basis. The Company cannot predict when, if ever, it will be profitable. There can be no assurance that the intellectual property of the Company, or other technologies it may acquire, will meet applicable regulatory standards, obtain required regulatory approvals, be capable of being produced in commercial quantities at reasonable costs, or be successfully marketed. The Company plans to undertake additional laboratory studies with respect to the intellectual property, and there can be no assurance that the results from such studies or trials will result in a commercially viable product or will not identify unwanted side effects. These consolidated financial statements have been prepared under the assumption of a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company’s ability to continue its operations is dependent upon obtaining new financing for its ongoing operations. See Note 18 – Subsequent Events for information related to financings completed subsequent to December 31, 2020. Future financing options which the Company plans to explore as funds are needed include equity financings and loans and if the Company is unable to obtain such additional financing timely, or at all, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on its business, financial condition and results of operations, and it could ultimately be forced to discontinue its operations and liquidate. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is defined as within one year after the date that the consolidated financial statements are issued. Realization of the Company’s assets may be substantially different from the carrying amounts presented in these consolidated financial statements and the accompanying consolidated financial statements do not include any adjustments that may become necessary, should the Company be unable to continue as a going concern. See Note 1 – Business Organization and Nature of Operations - Risk and Uncertainties related to COVID-19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“U.S. GAAP”). The Business Combination was accounted for as a reverse recapitalization, and 180 is deemed to be the accounting acquirer. Consequently, the assets and liabilities and the historical operations that are reflected in these consolidated financial statements prior to the Business Combination are those of 180 Life Corp. and its subsidiaries. The preferred stock, common stock, additional paid in capital and earnings per share amount in these consolidated financial statements for the period prior to the Business Combination have been restated to reflect the recapitalization in accordance with the shares issued to the shareholders of the former parent, 180 Life Corp. as a result of the Business Combination. Emerging Growth Company Disclosure Exemptions The Company qualifies as an “emerging growth company,” as defined in the JOBS Act. For so long as the Company remains an emerging growth company, it is permitted and plans to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These provisions include, but are not limited to: being permitted to have only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure; an exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; reduced disclosure obligations regarding executive compensation arrangements in our periodic reports, registration statements and proxy statements; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company intends to take advantage of the exemptions discussed above. Principles of Consolidation The consolidated financial statements include the consolidated accounts of Katexco prior to the Reorganization, the consolidated accounts of 180 Life Corp, which includes Katexco, CBR Pharma and 180 LP, between the Reorganization and the Business Combination, and, effective with the closing of the Business Combination, the consolidated accounts also include 180LS. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, the fair value of equity shares, the valuation of derivative liabilities, the valuation allowance associated with income tax balances, the valuation of intangible assets in acquisition accounting, the useful lives of long-lived assets and the recovery of notes receivable and other assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates. Accounting for Business Combinations As required by U.S. GAAP, the Company records acquisitions under the acquisition method of accounting, under which the assets acquired and liabilities assumed are initially recorded at their respective fair values and any excess purchase price over the estimated fair value of net assets acquired is reflected as goodwill. The Company uses estimates and, in some instances, independent third-party valuation firms to assist in determining the fair values of assets acquired, liabilities assumed and contingent consideration, if any. Such estimates and valuations require significant assumptions, including projections of future events and operating performance. The estimated fair values are subject to change during the measurement period, which is limited to one year subsequent to the acquisition date. Foreign Currency Translation The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries is the Canadian Dollar (“CAD”) or British Pound (“GBP”). Assets and liabilities are translated based on the exchange rates at the balance sheet date (0.7847 and 0.7689 for the CAD, 1.3649 and 1.3262 for the GBP as of December 31, 2020 and 2019, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7462 and 0.7568 for the CAD and 1.2843 and 1.2613 for the GBP for the years ended December 31, 2020 and 2019, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity (deficiency) as a component of accumulated other comprehensive income. Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the years ended December 31, 2020 and 2019, the Company recorded other comprehensive gain/(loss) of $459,622 and ($160,745), respectively, as a result of foreign currency translation adjustments. Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in results of operations. The Company recorded $1,030 and $7,652 of foreign currency transaction gains/(losses) for the years ended December 31, 2020 and 2019, respectively. Such amounts have been classified within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements. The Company had no cash equivalents at December 31, 2020 or 2019. As of December 31, 2020, the Company had bank accounts in the United States and the United Kingdom. The Company’s cash deposits in United States and English financial institutions may at times may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) or the Financial Services Compensation Scheme (“FSCS”) insurance limits, respectively. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. Intangible Assets and In-Process Research and Development (“IPR&D”) Intangible assets consist of licensed patents held by Katexco as well as technology licenses acquired in connection with the Reorganization. Licensed patents are amortized over the remaining life of the patent. Technology licenses represent the fair value of licenses acquired for the development and commercialization of certain licenses and knowledge. The technology licenses are amortized on a straight-line basis over the estimated useful lives of the underlying patents. It will be necessary to monitor and possibly adjust the useful lives of the licensed patents and technology licenses depending on the results of the Company’s research and development activities. IPR&D assets represent the fair value assigned to technologies that were acquired on July 16, 2019 in connection with the Reorganization, which have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. During the period that the IPR&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may record a full or partial impairment charge related to the IPR&D assets, calculated as the excess of the carrying value of the IPR&D assets over their estimated fair value. Impairment of Long-Lived Assets The Company reviews long-lived assets and certain identifiable assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. An impairment exists when the carrying value of the long-lived asset is not recoverable and exceeds its estimated fair value. No impairment charges were recorded during the years ended December 31, 2020 and 2019, respectively. Goodwill Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. The Company reviews goodwill yearly, or more frequently whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered, for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, it is unnecessary to perform a quantitative analysis. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. As of December 31, 2020, the Company elected to bypass the qualitative assessment and conducted a quantitative assessment whereby it was determined the fair value of the reporting unit (which the Company concluded was the consolidated entity), exceeded the carrying value and, accordingly, there was no impairment of goodwill. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 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. 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. ASC 820 describes three levels of inputs that may be used to measure fair value: ● Level 1 - Quoted prices in active markets for identical assets or liabilities; ● Level 2 - Quoted prices for similar assets and liabilities in active markets or inputs that are observable; and ● Level 3 - Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of certain of the Company’s financial instruments, consisting primarily of notes receivable, loans payable and convertible notes payable, approximate their fair values as presented in these consolidated financial statements due to the short-term nature of those instruments. The Company’s derivative liabilities were valued using level 3 inputs (see Note 11 – Derivative Liabilities for additional information). Accrued Issuable Equity The Company records accrued issuable equity when it is contractually obligated to issue shares and there has been a delay in the issuance of such shares. Accrued issuable equity is recorded and carried at fair value with changes in its fair value recognized in the Company’s consolidated statements of operations. Once the underlying shares of common stock are issued, the accrued issuable equity is reclassified as of the share issuance date at the then current fair market value of the common stock. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and is estimated by management based on observations of the recent cash sales prices of common stock. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. Derivative Liabilities and Convertible Instruments The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. Entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in other (expense) income, net in the consolidated statements of operations. In circumstances where there are multiple embedded instruments that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the balance sheet date. If the embedded conversion options do not require bifurcation, the Company then evaluates for the existence of a beneficial conversion feature by comparing the fair value of the Company’s underlying stock as of the commitment date to the effective conversion price of the instrument (the intrinsic value). Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption and are classified in interest expense in the consolidated statements of operations. Preferred stock discounts are only accreted to their redemption value if redemption becomes probable. Amendments to convertible instruments are evaluated as to whether they should be accounted for as a modification of the original instrument with no change to the accounting or, if the terms are substantially changed, as an extinguishment of the original instrument and the issuance of a new instrument. The Company has computed the fair value of warrants, options, convertible notes and convertible preferred stock issued using the Monte-Carlo and Black-Scholes option pricing models. The expected term used for warrants, convertible notes and convertible preferred stock are the contractual life and the expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Years Ended December 31, 2020 2019 Options 50,000 - Warrants 6,064,908 - Convertible debt (a) 932,614 682,908 Total potentially dilutive shares 7,047,522 682,908 (a) Represents shares issuable upon conversion of debt at variable conversion process, which were calculated using the fair value of the Company’s common stock at the respective balance sheet date. Research and Development Research and development expenses are charged to operations as incurred. During the years ended December 31, 2020 and 2019, the Company incurred $2,217,371 and $1,981,299, respectively, of research and development expenses. See Note 17 – Related Parties for more information on research and development expenses – related parties. See Note 3 for a discussion related to acquired IPR&D. Income Taxes The Company accounts for income taxes under the provisions of ASC Topic 740 “Income Taxes” (“ASC 740”). The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations and comprehensive loss. Reclassifications Certain prior period balances have been reclassified in order to conform to the current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before these financial statements were issued. Based upon that evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 18 - Subsequent Events. Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-03, “Codification Improvements to Financial Instruments” (“ASU 2020-03”). ASU 2020-03 improves and clarifies various financial instruments topics. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The Company adopted ASU 2020-03 upon issuance, which did not have a material effect on the Company’s consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) No 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminated the calculation of implied goodwill fair value. Under the amendments in this update, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company adopted ASU 2017-04 upon issuance and its adoption did not have a material impact on the Company’s consolidated financial statements. Recently Issued But Not Yet Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This amendment will be effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” (“ASU 2018-10”), ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” (“ASU 2018-11”) in July 2018, and ASU No. 2018-20 “Leases (Topic 842) - Narrow Scope Improvements for Lessors” (“ASU 2018-20”) in December 2018. ASU 2018-10 and ASU 2018-20 provide certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently evaluating these ASUs and their impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13 “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the FASB Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its financial position, results of operations and cash flows. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating ASU 2019-12 and its impact on its financial position, results of operations, and cash flows. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments — Credit Losses (Topic 326) and Leases (Topic 842) — Amendments to SEC Paragraphs Pursuant to Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date (“ASU 2020-02”) which provides clarifying guidance and minor updates to ASU No. 2016-13 — Financial Instruments — Credit Loss (Topic 326) (“ASU 2016-13”) and related to ASU No. 2016-02 — Leases (Topic 842). ASU 2020-02 amends the effective date of ASU 2016-13, such that ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company is currently evaluating ASU 2020-02 and its impact on its financial position, results of operations, and cash flows. In August 2020, the FASB issued ASU No. 2020-06 “Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Topic 815). The amendments in ASU 2020-06 are intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity by eliminating certain accounting models in Subtopic 470-20, for convertible debt instruments. Under the amendments in this update, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-on capital. A convertible debt instrument will be accounted for as a single liability measured at its amortized cost and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing the separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate when applying the guidance in Topic 835, Interest. These amendments to the derivatives scope exception for contracts in an entity’s own equity change the population of contracts that are recognized as assets or liabilities. For a freestanding instrument, an entity should record it in equity if the instrument qualifies for the derivatives scope exception under the amendments. For an embedded feature, if the feature qualifies for the derivatives scope exception under the amendments, an entity should no longer separate the feature and account for it individually. The amendments in this Update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company is currently evaluating ASU 2020-06 and its impact on its financial position, results of operations, and cash flows. |
Reorganization and Recapitaliza
Reorganization and Recapitalization | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
REORGANIZATION AND RECAPITALIZATION | NOTE 4 — REORGANIZATION AND RECAPITALIZATION On July 16, 2019, 180 and each of 180 LP, Katexco and CBR Pharma completed a corporate restructuring, pursuant to which 180 LP, Katexco and CBR Pharma became wholly-owned subsidiaries of 180 (the “Reorganization”). It was determined that Katexco was the accounting acquirer in the Reorganization and the remaining companies were the accounting acquirees. In connection with the Reorganization, the Company issued an aggregate of 9,881,785 shares of common stock, and 1 share of preferred stock which is exchangeable into an aggregate of 1,664,083 shares of common stock at the option of the holders, to the former shareholders of CBR Pharma and 180 LP, in exchange for 100% of the outstanding equity and equity equivalents of CBR Pharma and 180 LP. Of the 9,881,785 shares of common stock issued in connection with the Reorganization, 2,694,053 shares were issued to a consultant were subject to redemption by 180 LP (the “Contingently Redeemable Shares”) for an aggregate redemption price of $4.00 if (i) the closing of the Business Combination did not occur on or prior to October 31, 2019; or (iii) the consultant terminated its service with 180 LP prior to October 31, 2019. On November 11, 2019, the Board of Directors authorized its management to enter into an agreement to waive its right of redemption in connection with the Contingently Redeemable Shares. Note 15 - Stockholders’ Equity (Deficiency), Contingently Redeemable Shares. The Reorganization was accounted for as a reverse acquisition using the acquisition method of accounting, with Katexco being the accounting acquirer for financial reporting purposes. The following table summarizes the purchase price consideration paid to the accounting acquirees: CBR Pharma 180 LP Total Debt assumed $ - $ 270,000 $ 270,000 Shares at fair value (a) 24,927,274 20,939,224 45,866,498 Total Purchase Consideration $ 24,927,274 $ 21,209,224 $ 46,136,498 a) Represents the fair value of 3,965,059 and 1,326,830 shares of common stock and common stock equivalents issued to the former shareholders of CBR Pharma and 180 LP, respectively. The value of the Contingently Redeemable Shares was not accounted for since, as of the date of the Reorganization, it was not probable that the conditions for which the redemption provision could be removed would be met. The following table represents the preliminary allocation of the assets acquired and liabilities assumed, based on their fair values on the acquisition date: CBR Pharma 180 Total Cash $ 47,268 $ 38,810 $ 86,078 Prepaid expenses (1) 126,606 595,849 722,455 Other receivables - 420,000 420,000 Deposits 86,192 - 86,192 Property and equipment 47,958 - 47,958 Technology licenses (2) 1,609,000 - 1,609,000 In process research and development (2) 1,584,000 10,943,000 12,527,000 Due from (to) related parties 783,593 (555,100 ) 228,493 Accounts payable and accrued expenses (1,528,894 ) (134,081 ) (1,662,976 ) Deferred income, related party (3) (36,537 ) (492,329 ) (528,866 ) Deferred tax liabilities (4) (832,000 ) (2,845,180 ) (3,677,180 ) Net fair value of assets acquired and liabilities assumed 1,887,186 7,970,969 9,858,154 Goodwill (2) 23,040,089 13,238,255 36,278,344 Total $ 24,927,275 $ 21,209,224 $ 46,136,498 (1) Includes $588,349 related to prepaid research and development expenses with Oxford University. See Note 14 – Commitments and Contingencies. (2) Changes in the balance of technology licenses, in process research and development and goodwill reflected on the balance sheet are the result of the impact of the change in foreign currency exchange rates. (3) Represents deferred income associated with the 360 Life Sciences Corp. agreement (formerly known as the “Reformation Pharmaceuticals” agreement). See Note 14 – Commitments and Contingencies. (4) See Note 16 – Income Taxes for more information on deferred tax liabilities. Management, with the assistance of an independent valuation firm, valued the technology licenses and the in-process research and development utilizing the cost approach. The goodwill is attributed to (a) synergies arising from the overlap of clinical research among the entities; (b) the benefit of future market, drug and product development; and (c) the benefit of revenue growth from both areas. The deferred tax liability relates to the book-tax basis difference associated with the intangible assets at an estimated tax rate of 26%, which is an estimate of the blended United States and Canadian federal and state/province effective income tax rates. Pro Forma Results The following table sets forth the unaudited pro forma results of the Company as if the Reorganization were effective on January 1, 2019. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. For the December 31, Revenues $ - Operating loss $ (25,300,321 ) Net loss $ (29,437,823 ) |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | NOTE 5 — BUSINESS COMBINATION On November 6, 2020 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”) following a special meeting of stockholders held on November 5, 2020, where the stockholders of the Company considered and approved, among other matters, a proposal to adopt that certain Business Combination Agreement (as amended, the “Business Combination Agreement”), dated as of July 25, 2019. References to “KBL” below refer to the Company prior to the Closing Date, then known as KBL Merger Corp. IV (“KBL”). Pursuant to the Business Combination Agreement, among other things, a subsidiary of the Company merged with and into 180, with 180 continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”). The Business Combination was accounted for as a reverse recapitalization of 180. All of 180’s capital stock outstanding immediately prior to the merger was exchanged for (i) 15,736,348 shares of 180LS common stock, (ii) 2 shares of Class C and Class K Special Voting Shares exchangeable into 1,763,652 shares of 180LS common stock which are presented as outstanding in the accompanying Statement of Changes in Stockholders’ Equity (Deficiency) due to the reverse recapitalization. KBL’s 6,928,645 outstanding shares of common stock are presented as being issued on the date of the Business Combination. Below is a summary of the assets acquired and the liabilities assumed in connection with the Business Combination: KBL Merger Cash $ 3,006,235 Prepaid expenses 57,748 Marketable securities held in Trust Account 10,373,857 Accounts payable and accrued expenses (4,722,933 ) Convertible notes payable, net of debt discount (2,504,045 ) Derivative liabilities (see Note 11) (3,945,365 ) Due to/from Related Party (201,859 ) Loans payable (10,000 ) Promissory note with 180 (496,161 ) Redemptions payable (9,006,493 ) Net fair value of assets acquired and liabilities assumed (6,813,017 ) Series A convertible preferred stock (see Note 15) (1,411,264 ) Effect of reverse recapitalization $ (8,860,281 ) Subsequent to the Business Combination, the marketable securities were released from the Trust Account, were converted into cash, and were used to settle the share redemptions payable. |
Notes Receivable, Net
Notes Receivable, Net | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
NOTES RECEIVABLE, NET | NOTE 6 — NOTES RECEIVABLE, NET The Company had the following notes receivable from KBL, net as of December 31, 2020 and 2019: As of 2020 2019 Notes receivable from KBL $ - $ 1,699,825 Provision for notes receivable from KBL - (1,699,825 ) Notes receivable, net $ - $ - As of December 31, 2019, 180 had loaned $1,699,825 to KBL to fund its operating expenses, deal transaction expenses, and certain financing expenses for the Business Combination. During the year ended December 31, 2020, KBL paid an aggregate amount of $1,203,750 on behalf of 180 in the form of payments to various vendors of 180 and cash paid directly to 180 in order to fund its operations, in partial satisfaction of the Company’s Notes Receivable. The notes did not accrue interest and matured upon the closing of the Business Combination. As of December 31, 2020, the remaining balance of the notes receivable from KBL was eliminated in consolidation as part of the Business Combination with KBL. The notes receivable from KBL were originally fully reserved because recoverability could not be assured in the event the Business Combination did not close and since the Business Combination was consummated, the reserve was reversed and recovered as of December 31, 2020. During the years ended December 31, 2020 and 2019, 180 recorded bad debt (recovery) expense of ($1,699,825) and $649,825, respectively, related to the notes receivable from KBL, which is included in general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss. The Company recorded $1,050,000 of bad debt expense before the Reorganization, which is not included in these consolidated financial statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 7 — PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses consist of the following as of December 31, 2020 and 2019: As of 2020 2019 Insurance $ 1,003,271 $ - Research and development expense tax credit receivable 409,470 211,740 Professional fees 104,080 115,166 Value-added tax receivable 37,751 43,352 Taxes 37,424 - Other 14,418 34,999 Research and development - 186,391 $ 1,606,414 $ 591,648 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 8 — INTANGIBLE ASSETS Intangible assets consist of the following as of December 31, 2020 and 2019: Remaining Amortization Period In Years at As of December 31, 2020 As of December 31, 2019 December 31, Gross Asset Value Accumulated Amortization Net Carrying Value Gross Asset Value Accumulated Amortization Net Carrying Value Licensed patents 15.6 $ 592,608 $ (76,766 ) $ 515,842 $ 583,145 $ (43,314 ) $ 539,831 Technology license 18.5 1,652,469 (120,493 ) $ 1,531,976 1,619,107 (37,104 ) 1,582,003 $ 2,245,077 $ (197,259 ) $ 2,047,818 $ 2,202,252 $ (80,418 ) $ 2,121,834 Changes in the gross asset value of licensed patents and technology licenses from the dates acquired are the result of changes in the foreign currency exchange rate. The Company recorded amortization expense of $116,841 and $62,589 during the years ended December 31, 2020 and 2019, respectively, related to intangible assets, which is included in general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss. Future amortization related to intangible assets is as follows: For the Years Ending December 31, 2021 $ 113,994 2022 113,994 2023 113,994 2024 113,994 2025 113,994 Thereafter 1,477,848 $ 2,047,818 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 9 — ACCRUED EXPENSES Accrued expenses consist of the following as of December 31, 2020 and 2019: For the Years Ended 2020 2019 Consulting fees $ 1,718,559 $ 613,115 Professional fees 1,261,751 459,084 Employee and director compensation 878,292 395,248 Interest 184,576 15,571 Other 45,321 3,003 Research and development fees 17,817 120,631 Travel expenses 4,600 - Patent costs - 84,814 $ 4,110,916 $ 1,691,466 As of December 31, 2020 and 2019, accrued expenses - related parties was $454,951 and $177,074, respectively. As of December 31, 2020, accrued expenses – related parties consisted of fees of professional fees and services. See Note 17 – Related Parties for details. |
Accrued Issuable Equity
Accrued Issuable Equity | 12 Months Ended |
Dec. 31, 2020 | |
Acrued Issuable Equity Textblock [Abstract] | |
ACCRUED ISSUABLE EQUITY | NOTE 10 — ACCRUED ISSUABLE EQUITY A summary of the accrued issuable equity activity during the years ended December 31, 2020 and 2019 is presented below: Balance at January 1, 2019 $ 640,116 Reclassification to equity (979,365 ) Mark-to market 327,879 Effect of FX translation 11,370 Balance at December 31, 2019 - Additions 43,095 Reclassification to equity - Mark-to market - Balance at December 31, 2020 $ 43,095 During the year ended December 31, 2020, the Company entered into a contractual arrangement for services in exchange for shares of common stock of the Company for fixed dollar amounts. Pursuant to the contractual agreement, the Company will issue an aggregate value of $5,000 common shares on a monthly basis and an aggregate of $30,000 of common shares at the end of each quarter. As of December 31, 2020, the Company recorded $43,095 of accrued issuable equity related to services. See Note 14 – Commitment and Contingencies for more information on this contractual agreement. See Note 18 – Subsequent Events for additional information. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 11 — DERIVATIVE LIABILITIES The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: For the Year Ended December 31, 2020 Warrants Convertible Notes Preferred Stock Total Beginning balance as of January 1, 2020 $ - $ - $ - $ - Derivative liabilities assumed at date of Business Combination 2,754,865 23,500 1,167,000 3,945,365 Derecognition of derivative liabilities in connection with convertible note and preferred stock modifications and exchanges - (723,336 ) (2,033,068 ) (2,756,404 ) Issuance of derivative liabilities 1,219,700 218,000 1,437,700 Change in fair value of derivative liabilities 1,462,305 (294,064 ) 648,068 1,816,309 Ending balance as of December 31, 2020 $ 4,217,170 $ 225,800 $ - $ 4,442,970 During the year ended December 31, 2020, in connection with the Business Combination, the Company assumed derivative liabilities in the aggregate amounts of $188,940, $1,978,000, $587,925, $23,500, and $531,000 related to the AGP Warrants (defined below under AGP Warrants), public warrants, private warrants, embedded conversion options of certain convertible notes payable, and redemption features of the Series A Preferred Stock, respectively. See Note 13 – Convertible Notes Payable for additional details. See Note 15 – Stockholders’ Equity (Deficiency) for a description of the warrants issued and preferred stock redemption features deemed to be derivative liabilities. In applying the Monte-Carlo and Black-Scholes option pricing models to derivatives assumed on November 6, 2020, the Company used the following assumptions: November 6, Riske free interest rate 0.08% - 0.40% Expected term (years) 0.26 - 5.01 Expected volatility 80% - 207% Expected dividends 0.00% In connection with the modification of certain convertible notes on November 25, 2020 (See Note 13 – Convertible Notes Payable for additional details), the Company applied the Monte-Carlo and Black-Scholes option pricing models to value embedded features as derivative liabilities with the following assumptions: November 25, Riske free interest rate 0.06% - 0.09% Expected term (years) 0.24 - 0.54 Expected volatility 115% - 160% Expected dividends 0.00% During the year ended December 31, 2020, the Company extinguished an aggregate of $1,318,704 of derivative liabilities in connection with repayments and exchanges of certain convertible notes payable and preferred stock into shares of the Company’s common stock. See Note 13 – Convertible Notes Payable and Note 15 – Stockholders’ Equity (Deficiency) for additional details. In applying the Monte-Carlo and Black-Scholes option pricing models to derivatives related to the embedded features of the convertible notes during the year ended December 31, 2020, the Company used the following assumptions: For the Year Ended December 31, Riske free interest rate 0.03% - 0.09% Expected term (years) 0.15 - 0.50 Expected volatility 105% - 150% Expected dividends 0.00% In applying the Monte-Carlo and Black-Scholes option pricing models to derivatives outstanding on December 31, 2020, the Company used the following assumptions: December 31, Riske free interest rate 0.00% - 0.36% Expected term (years) 0.11 - 4.85 Expected volatility 84% - 207% Expected dividends 0.00% Convertible Notes On November 6, 2020, in connection with the Business Combination (see Note 5), the Company assumed certain convertible notes (see Note 13) which had default features that had been bifurcated from the notes and were recorded as derivative liabilities with a fair value of $23,500 on that date. On November 25, 2020, the conversion prices of the convertible notes were amended and the Company determined that the amendment should be recorded as an extinguishment (see Note 13). The existing derivative liabilities were first marked-to-market as of the date of the amendment, reducing the value by $3,200 and the $20,300 fair value of the derivative liabilities was then derecognized. The reissuance of the amended convertible notes was recorded, including the bifurcation of the default features and new redemption features which had an aggregate fair value of $1,219,700. Between November 27, 2020 and December 31, 2020, there were multiple conversions of the convertible notes that were recorded as extinguishments due to the existence of bifurcated derivative liabilities (see Note 13). The bifurcated derivative liabilities were marked-to-market just prior to each conversion and at period end, resulting in an aggregate reduction of $290,864 in the fair value of the derivative liabilities and $703,036 aggregate fair value of the bifurcated derivative liabilities were derecognized on the conversion dates, leaving derivative liabilities with a fair value of $225,800 outstanding on December 31, 2020. Alliance Global Partners (“AGP”) Warrants In connection with the closing of the Business Combination on November 6, 2020, the Company became obligated to issue five-year warrants for the purchase of 63,658 shares of the Company’s common stock at an exercise price of $5.28 per share (the “AGP Warrant Liability”) to an investment banking firm in connection with a prior private placement. The value of the AGP Warrants assumed on the date of the Business Combination was $188,940 and at December 31, 2020 the value is $165,895, the difference is due to a change in fair value of $23,045. See Note 18 – Subsequent Events for details of the issuance of the AGP warrants. Public Warrants Participant’s in KBL’s initial public offering received an aggregate of 11,500,000 Public Warrants (“Public Warrants”). Each Public Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share), subject to adjustment. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants are currently exercisable and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants, in whole and not in part, at a price of $0.01 per Public Warrant upon 30 days’ notice (“30-day redemption period”), only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement with respect to the shares of common stock underlying such Public Warrants and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. If the Company calls the Public Warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise Public Warrants to do so on a “cashless basis.” Management has determined that the Public Warrants contain a tender offer provision which could result in the Public Warrants settling for the tender offer consideration (including potentially cash) in a transaction that didn’t result in a change-in-control. This feature results in the Public Warrants being precluded from equity classification. Accordingly, the Public Warrants are classified as liabilities measured at fair value, with changes in fair value each period reported in earnings. The value of the Public Warrants assumed on the date of the Business Combination was $1,978,000 and at December 31, 2020 the value was $3,795,000, the difference is due to a change in fair value of $1,817,000. Private Warrants Participant’s in KBL’s initial private placement received an aggregate of 502,500 Private Warrants (“Private Warrants”). Each Private Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share), subject to adjustment. No fractional shares will be issued upon exercise of the warrants. The Private Warrants are currently exercisable and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Private Warrants are non-redeemable so long as they are held by original holders or their permitted transferees. If the Private Warrants are held by other parties, the Company may redeem the Private Warrants, in whole and not in part, at a price of $0.01 per Warrant upon 30 days’ notice (“30-day redemption period”), only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement with respect to the shares of common stock underlying such Warrants and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. If the Company calls the Private Warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise Private Warrants to do so on a “cashless basis.” Management has determined that the Private Warrants contain a tender offer provision which could result in the Private Warrants settling for the tender offer consideration (including potentially cash) in a transaction that didn’t result in a change-in-control. This feature (amongst others) results in the Private Warrants being precluded from equity classification. Accordingly, the Private Warrants are classified as liabilities measured at fair value, with changes in fair value each period reported in earnings. The value of the Private Warrants assumed on the date of the Business Combination was $587,925 and at December 31, 2020, the value was $256,275, the difference is due to a change in fair value of $331,650. The following is a summary of warrant activity (in whole shares) for the year ended December 31, 2020: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, January 1, 2020 - $ - Issued 6,064,908 11.43 Outstanding, December 31, 2020 6,064,908 $ 11.43 4.9 $ - Exercisable, December 31, 2020 6,001,250 $ 11.50 4.9 $ - The following table presents information related to stock warrants (in whole shares) at December 31, 2020: Warrants Outstanding Warrants Exercisable Outstanding Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 11.50 6,001,250 4.9 6,001,250 $ 5.28 63,658 - - 6,064,908 4.9 6,001,250 |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2020 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 12 — LOANS PAYABLE Loans Payable, Current Portion The current portion of the Company’s loans payable as of December 31, 2020 and 2019 are as follows: Simple December 31, December 31, Loan payable issued September 18, 2019 8% $ 50,000 $ 50,000 Loan payable issued October 29, 2019 8% 69,250 66,250 Loan payable issued February 5, 2020 8% 3,500 - Loan payable issued March 31, 2020 8% 4,537 - Loan payable issued June 8, 2020 8% 5,000 - Loan payable issued June 8, 2020 8% 5,000 - Kingsbrook loan issued June 12, 2020 15% 150,000 - Loan payable issued July 15, 2020 * 8% 4,695 - Loan payable issued October 13, 2020 8% 13,337 - Loan payable issued December 10, 2020 3% 655,594 - Current portion of PPP Loans (1) 1% 7,533 - $ 968,446 $ 116,250 * These loans are denominated in currencies other than USD. (1) See Loans Payable, Non-Current Portion for a description of the PPP Loans. On January 31, 2020, the loan payable dated October 29, 2019 was amended to increase the principal balance by $3,000 in satisfaction of certain accounts payable. The loans payable issued between September 18, 2019 and March 31, 2020 matured on June 30, 2020. On July 1, 2020, the Company amended the terms of these loans to extend the maturity terms to the earlier of (a) the closing of a qualified financing; or (b) November 1, 2020. On June 12, 2020, the Company entered into a promissory note agreement with Kingsbrook Opportunities Master Fund LP (“Kingsbrook”) for an aggregate principal sum of $150,000, which bears interest at 15% per annum and matures on August 31, 2021. See Note 13 — On November 27, 2020, the Company entered into amended loan agreements, excluding the Kingsbrook promissory note and PPP loans (discussed below), with all parties to modify the terms of the loan agreements. The loan agreements were extended and modified to mature at the earlier of (a) a filing pursuant to a Form S-1 Registration Statement; or (b) February 15, 2021. See Note 18 – Subsequent Events for more information on the extension of the loans and repayment of the Kingsbrook promissory note. The terms of all loan extensions were reviewed and were deemed to be modifications, rather than extinguishments. Loans Payable, Non-Current Portion The non-current portion of the Company’s loans payable as of December 31, 2020 are as follows: Simple December 31, Maturity Rate 2020 Date PPP loan payable issued May 5, 2020 1.0% 51,051 5/4/2022 PPP loan payable issued April 24, 2020 1.0% 2,000 4/23/2022 BBLS loan payable issued June 10, 2020 2.5% 68,245 6/10/2026 Subtotal 121,296 Less: Current portion of PPP loans (see above) (7,533 ) $ 113,763 During April and May 2020, the Company received loans in the aggregate amount of $53,051 (the “PPP Loans”), under the Payroll Protection Program (“PPP”), to support continuing employment during the COVID-19 pandemic. See Note 18 – Subsequent Events for more information on the application for forgiveness of the PPP Loans. Effective March 27, 2020, legislation referred to as the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was passed to benefit companies in the U.S. that were significantly impacted by the pandemic. Under the terms of the CARES Act, as amended by the Paycheck Protection Program Flexibility Act of 2020, the Company is eligible to apply for and receive forgiveness for all or a portion of their respective PPP Loans. Such forgiveness will be determined, subject to limitations, based on the use of the loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”) incurred during the 24 weeks subsequent to funding, and on the maintenance of employee and compensation levels, as defined, following the funding of the PPP Loan. The Company intends to use the proceeds of their PPP Loans for Qualifying Expenses. However, no assurance is provided that the Company will be able to obtain forgiveness of the PPP Loans in whole or in part. Any amounts not forgiven incur interest at 1.0% per annum and monthly repayments of principal and interest are deferred for six months after the date of disbursement. While the Company’s PPP loans currently have a two-year maturity, the amended law will permit the Company to request a five-year maturity. As of December 31, 2020, the Company recorded accrued interest of $354 related to the PPP loans. During the years ended December 31, 2020, and 2019, the Company recorded interest expense of $354 and $0, respectively, related to the PPP loans. On June 10, 2020, the Company received GBP £50,000 (USD $64,353) of cash proceeds pursuant to the Bounce Back Loan Scheme (“BBLS”), which provides financial support to businesses across the UK that are losing revenue, and seeing their cashflow disrupted, as a result of the COVID-19 outbreak. The BBLS is unsecured and bears interest at 2.5% per annum. The maximum loan amount is GBP £50,000 and the length of the loan is six years, with payments beginning 12 months after the date of disbursement. Early repayment is allowed, without early repayment fees. As of December 31, 2020, the Company recorded accrued interest of GBP £514 (USD $702) related to the BBLS loan. During the years ended December 31, 2020, and 2019, the Company recorded interest expense of GBP £514 (USD $702) and $0, respectively, related the BBLS loan. Loans Payable, Related Parties Loans payable to related parties (the “Related Party Loans”) consist of loans payable to certain of the Company’s officers, directors and a greater than 10% stockholder. The Company had the following loans payable to related parties outstanding as of December 31, 2020 and 2019: Simple December 31, December 31, Loan payable issued September 18, 2019 8% $ 50,000 $ 50,000 Loan payable issued October 8, 2019 0% 4,000 4,000 Loan payable issued October 20, 2019 * 8% 81,463 79,572 Loan payable issued October 28, 2019 * 8% 7,088 6,887 Loan payable issued October 29, 2019 8% 40,000 40,000 Loan payable issued October 29, 2019 8% 10,000 10,000 Loan payable issued November 27, 2019 * 8% 20,515 19,933 Loan payable issued December 11, 2019 8% 10,342 10,133 Loan payable issued January 14, 2020 8% 4,726 - Loan payable issued January 20, 2020 8% 137,382 - Loan payable issued January 30, 2020 * 8% 7,088 - Loan payable issued February 5, 2020 8% 3,500 - Loan payable issued February 28, 2020 * 8% 19,261 - Loan payable issued March 31, 2020 8% 4,537 - Loan payable issued April 2, 2020 8% 1,871 - Loan payable issued April 2, 2020 8% 1,564 - Loan payable issued April 13, 2020 8% 12,875 - Loan payable issued April 13, 2020 8% 12,905 - Loan payable issued April 27, 2020 * 8% 7,962 - Loan payable issued May 19, 2020 8% 2,152 - Loan payable issued May 30, 2020 * 8% 7,962 - Loan payable issued May 30, 2020 8% 7,890 - Loan payable issued June 17, 2020 8% 485 - Loan payable issued July 15, 2020 8% 5,503 - Loan payable issued August 25, 2020 * 8% 9,162 - Loan payable issued October 8, 2020 * 8% 8,796 - Loan payable issued October 15, 2020 8% 10,094 - Loan payable issued October 14, 2020 * 8% 4,544 - Loan payable issued October 1, 2020 * 8% 10,253 - Loan payable issued November 4, 2020 * 8% 9,162 - $ 513,082 $ 220,525 * These loans are denominated in currencies other than USD. At issuance, the Related Party Loans provided for a maturity date upon the earliest of (a) the consummation of the Business Combination; (b) June 30, 2020; or (c) 60 days after the respective issuance date. On July 1, 2020, the Company amended the terms of the Related Party Loans to extend the maturity terms to the earlier of (a) the closing of a qualified financing; or (b) November 1, 2020. See Note 18 – Subsequent Events, Extension of the Loan Agreements for additional details. The terms of all loan extensions were reviewed and were deemed to be modifications, rather than extinguishments. Interest Expense on Loans Payable For the year ended December 31, 2020, the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $23,709 and $35,973, respectively. During the year ended December 31, 2019, the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $2,055 and $3,086, respectively. As of December 31, 2020, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $24,824 and $37,539, respectively. As of December 31, 2019, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $2,055 and $3,086, respectively. See Note 17 — Related Parties for additional details. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 13 — CONVERTIBLE NOTES PAYABLE The following table details the convertible notes payable activity during the years ended December 31, 2020 and 2019: For The Year Ended December 31, 2020 Effective Maturity Date 01/01/20 Debt Issued Debt Discount Amortization of Debt Discount Impact of Extinguishment Unpaid Interest Capitalized to Principal Amendment Conversions to Common Stock 12/31/20 Dominion Convertible Promissory Note 06/12/20 02/11/21 $ - $ 1,805,556 $ (722,966 ) $ 134,134 $ 588,832 $ - $ - $ (972,222 ) $ 833,334 Kingsbrook Convertible Promissory Note 06/12/20 02/11/21 - 1,796,411 (685,615 ) 127,227 558,388 - - (1,695,411 ) 101,000 Alpha Capital Convertible Promissory Note 06/12/20 02/11/21 - 1,111,111 (800,421 ) 94,786 705,635 - - (495,000 ) 616,111 Amended Senior Note 07/25/19 08/28/21 1,405,695 - - - - 104,418 (1,510,113 )[1] - - Amended Senior Note (1) 07/25/19 08/28/21 1,081,251 - - - - 123,681 563,847 [2] (1,768,779 ) - Bridge Note 12/27/19 08/28/21 250,000 - - - - - 25,000 [3] - 275,000 Bridge Note 01/03/20 08/28/21 - 82,500 - - - - 8,250 [3] - 90,750 Total $ 2,736,946 $ 4,795,578 $ (2,209,002 ) $ 356,147 $ 1,852,855 $ 228,099 $ (913,016 ) $ (4,931,412 ) $ 1,916,195 [1] See Note 13 – Convertible Notes Payable - Extinguishment of Senior Note and Issuance of New Note for additional details. [2] See Note 13 – Convertible Notes Payable - Bridge Notes for additional details. [3] See Note 13 – Convertible Notes Payable – Amended Bridge Notes for additional details. For the Year ended December 31, 2019 Effective Maturity Date 01/01/19 Debt Issued Debt Discount Amortization of Debt Discount Impact of Extinguishment Unpaid Interest Capitalized to Principal Amendment Conversions to Common Stock 12/31/19 Senior Note 07/25/19 08/28/21 $ - $ 1,025,000 $ - $ - $ - $ 56,251 $ - $ - $ 1,081,251 Amended Senior Note 07/25/19 08/28/21 - 900,000 - - - 49,390 456,305 - 1,405,695 Amended Senior Note 07/25/19 08/28/21 - 26,372 - - - 4,427 12,342 (43,141 ) - Bridge Note 12/27/19 08/28/21 - 250,000 - - - - - - 250,000 Total $ - $ 2,201,372 $ - $ - $ - $ 110,068 $ 468,647 $ (43,141 ) $ 2,736,946 The following table details the convertible notes payable – related parties activities during the years ended December 31, 2020 and 2019: For the year ended December 31, 2020 Effective Maturity Date 01/01/20 Debt Issued Unpaid Interest Capitalized to Principal Amendment Conversions to Common Stock 12/31/20 Amended Senior Notes (1) 07/25/19 08/28/21 $ 184,604 $ - $ 34,760 $ 51,396 (270,760 ) $ - 180 LP Convertible Note 09/24/13 09/25/15 160,000 - - - - 160,000 180 LP Convertible Note 06/16/14 06/16/17 10,000 - - - - 10,000 180 LP Convertible Note 07/08/14 07/08/17 100,000 - - - - 100,000 Total $ 454,604 $ - $ 34,760 $ 51,396 $ (270,760 ) $ 270,000 (1) Includes $588,349 related to prepaid research and development expenses with Oxford University. See Note 14 – Commitments and Contingencies. For the Year Ended December 31, 2019 Effective Maturity Date 01/01/19 Debt Issued Unpaid Interest Capitalized to Principal Amendment Conversions to Common Stock 12/31/19 Amended Senior Notes 07/25/19 08/28/21 $ - $ 175,000 $ 9,604 $ - - $ 184,604 180 LP Convertible Note 09/24/13 09/25/15 160,000 - - - - 160,000 180 LP Convertible Note 06/16/14 06/16/17 10,000 - - - - 10,000 180 LP Convertible Note 07/08/14 07/08/17 100,000 - - - - 100,000 Total $ 270,000 $ 175,000 $ 9,604 $ - $ - $ 454,604 Dominion, Kingsbrook and Alpha Convertible Promissory Notes Upon the closing of the Business Combination, the Dominion (defined below), Kingsbrook and Alpha (defined below) Convertible Promissory Notes were assumed. Dominion Convertible Promissory Notes Dominion Principal Debt Discount Net Balance at 12/31/19 $ - $ - $ - Assumption of Note 1,805,556 - 1,805,556 Debt discount at assumption - (722,966 ) (722,966 ) Amortization of debt discount - 134,134 134,134 Impact of extinguishment - 588,832 588,832 Impact of conversion (972,222 ) - (972,222 ) Balance at 12/31/20 $ 833,334 $ - $ 833,334 On June 12, 2020 (the “Dominion Issue Date”), KBL entered into a $1,666,667 10% Secured Convertible Promissory Note and $138,889 10% Senior Secured Convertible Extension Promissory Note (together the “Dominion Convertible Promissory Notes”) with Dominion Capital LLC (“Dominion”), which was issued to Dominion in conjunction with 400,000 shares of common stock (the “Dominion Commitment Shares”). In conjunction with the transaction, KBL entered into a series of Leak Out Agreements in which certain parities agreed that they would not sell, dispose or otherwise transfer, in aggregate more than 5% of the composite daily trading volume of the common stock of KBL. Pursuant to the Leak-Out Agreement between the KBL and Caravel CAD Fund Ltd., KBL issued 404,245 restricted shares of common stock (“Leak-Out Shares”). The Dominion Convertible Promissory Notes had a debt discount due to original issue discount, third-party fees directly attributed to the issuance, leak-out shares, a derivative liability, a beneficial conversion feature and warrants. The debt discount assumed at the Business Combination for this note was $722,996, which is being amortized to interest expense over the term of the debt. See Note 11 – Derivative Liabilities for more information on the derivative liabilities related to this note. The Company has agreed to pay the principal amount, together with interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%) (including 10% guaranteed interest), with principal and accrued interest on the Dominion Convertible Promissory Notes due and payable on February 11, 2021 (the “Dominion Maturity Date”), unless converted under terms and provisions as set forth within the Dominion Convertible Promissory Notes. The Dominion Convertible Promissory Notes provide Dominion with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $5.28 per share. The Dominion Convertible Promissory Notes require the Company to reserve at least 868,056 and 114,584 shares of common stock from its authorized and unissued common stock to provide for all issuances of common stock under the 10% Secured Convertible Promissory Note and 10% Senior Secured Convertible Extension Promissory Note, respectively. However, the Dominion Convertible Promissory Notes provide that the aggregate number of shares of common stock issued to the Dominion under the Dominion Convertible Promissory Notes shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the “the Beneficial Ownership Limitation”). Dominion, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Dominion Convertible Promissory Notes held by Dominion. On the 10th day following the Company consummating any public or private offering of any securities or other financing or capital-raising transaction of any kind (each a “Subsequent Offering”) on any date other than the Maturity Date, the Company shall, subject to Dominion’s conversion rights set forth in such notes, pay to Dominion in cash an amount equal to the Mandatory Prepayment Amount but in no event greater than fifty percent (50%) of the gross proceeds from the Subsequent Offering. The Company shall pay a late fee (the “Late Fees”) on any amount required to be paid under any transaction document and not paid when due, at a rate equal to the lesser of an additional 10% of such amount or the maximum rate permitted by applicable law which shall be due and owing daily from the date such amount is due hereunder through the date of actual payment in full of such amount in cash. Immediately on and after the occurrence of any event of default, without need for notice or demand all of which are waived, interest on the notes shall accrue and be owed daily at an increased interest rate equal to the lesser of two percent (2.0%) per month (twenty-four percent (24.0%) per annum) or the maximum rate permitted under applicable law. In addition, in any event of default, the Company must pay a mandatory default amount equal to one hundred thirty percent (130%) of the sum of the outstanding principal amount of the Dominion Convertible Promissory Notes at such time and all accrued interest unpaid at such time (including any minimum interest remaining outstanding on such principal amount as of such time) and (b) all other amounts, costs, fees (including late fees), expenses, indemnification and liquidated and other damages and other amounts due to Dominion or any other party in respect of the Dominion Convertible Promissory Notes (as applicable, the “Mandatory Prepayment Amount”). The Dominion Convertible Promissory Notes also contain a provision whereby Dominion is due a minimum interest amount or make whole amount meaning on any date and with respect to any principal amount owing under the Dominion Convertible Promissory Notes, the difference between (a) 10% of such principal amount, representing a full year of interest payments thereunder and (b) any payment of interest made prior to such date with respect to such principal amount. To be free from doubt, the minimum interest amount is only applicable for the initial 12 month period from the Issue Date. During the year ended December 31, 2020, the Company recorded interest expense and amortization of debt discount of $77,067 and $134,164, respectively, and accrued interest of $52,254 as of December 31, 2020 associated with the Dominion Convertible Promissory Notes. See Convertible Debt Conversions of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes further on in this note for the details related to the 2020 conversions of the notes. See Note 18 - Subsequent Events for information related to the conversions of the convertible notes subsequent to December 31, 2020. Kingsbrook Convertible Promissory Notes Kingsbrook Principal Debt Discount Net Balance at 12/31/19 $ - $ - $ - Assumption of Note 1,796,411 - 1,796,411 Debt discount at assumption - (685,615 ) (685,615 ) Amortization of debt discount - 127,227 127,227 Impact of extinguishment - 558,388 558,388 Impact of conversion (1,695,411 ) - (1,695,411 ) Balance at 12/31/20 $ 101,000 $ - $ 101,000 On June 12, 2020 (the “Kingsbrook Issue Date”), KBL entered into a $1,657,522 10% Secured Convertible Promissory Note and $138,889 10% Senior Secured Convertible Extension Promissory Note (together the “Kingsbrook Convertible Promissory Notes”) with Kingsbrook Opportunities Master Fund LP (“Kingsbrook”), which was issued to Kingsbrook in conjunction with 250,000 shares of common stock (the “Kingsbrook Commitment Shares”). The Kingsbrook Convertible Promissory Notes had a debt discount due to original issue discount, third-party fees directly attributed to the issuance, a derivative liability, a beneficial conversion feature and warrants. The debt discount assumed at the Business Combination for this note was $685,615, which is being amortized to interest expense over the term of the debt. See Note 11 – Derivative Liabilities for more information on the derivative liabilities related to this note. The Company has agreed to pay the principal amount, together with guaranteed interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%), with principal and accrued interest on the Kingsbrook Convertible Promissory Notes due and payable on February 11, 2021 (the “Maturity Date”), unless converted under terms and provisions as set forth within the Kingsbrook Convertible Promissory Notes. The Kingsbrook Convertible Promissory Notes provide Kingsbrook with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $5.28 per share. The Kingsbrook Convertible Promissory Notes require the Company to reserve at least 1,823,275 and 114,584 shares of common stock from its authorized and unissued common stock to provide for all issuances of common stock under the 10% Secured Convertible Promissory Note and 10% Senior Secured Convertible Extension Promissory Note, respectively. However, the Kingsbrook Convertible Promissory Notes provide that the aggregate number of shares of common stock issued to Kingsbrook under the Kingsbrook Convertible Promissory Notes shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the “the Beneficial Ownership Limitation”). Kingsbrook, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Kingsbrook Convertible Promissory Notes held by Kingsbrook. On the 10th day following the Company consummating any public or private offering of any securities or other financing or capital-raising transaction of any kind (each a “Subsequent Offering”) on any date other than the Maturity Date, the Company shall, subject to Kingsbrook’s conversion rights set forth in the note, pay to Kingsbrook in cash an amount equal to the Mandatory Prepayment Amount but in no event greater than fifty percent (50%) of the gross proceeds from the Subsequent Offering. Immediately on and after the occurrence of any Event of Default, without need for notice or demand all of which are waived, interest on this Note shall accrue and be owed daily at an increased interest rate equal to the lesser of two percent (2.0%) per month (twenty-four percent (24.0%) per annum) or the maximum rate permitted under applicable law. In addition, in any Event of Default, the Company must pay a mandatory default amount equal to one hundred thirty percent (130%) of the sum of the outstanding principal amount of the Kingsbrook Convertible Notes at such time and all accrued interest unpaid at such time (including any minimum interest amount remaining outstanding on such principal amount as of such time) and (b) all other amounts, costs, fees (including late fees), expenses, indemnification and liquidated and other damages and other amounts due to Kingsbrook or any other party in respect of the Kingsbrook Convertible Promissory Notes. The Kingsbrook Convertible Promissory Notes also contain a provision whereby Kingsbrook is due a minimum interest amount or make whole amount meaning on any date and with respect to any principal amount owing under the Kingsbrook Convertible Promissory Notes, the difference between (a) 10% of such principal amount, representing a full year of interest payments thereunder and (b) any payment of interest made prior to such date with respect to such principal amount. To be free from doubt, the minimum interest amount is only applicable for the initial 12 month period from the Issue Date. During the year ended December 31, 2020, the Company recorded interest expense and amortization of debt discount of $61,315 and $127,228, respectively, and accrued interest of $0 as of December 31, 2020 associated with the Kingsbrook Convertible Promissory Notes. See Convertible Debt Conversions of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes further on in this note for the details related to the 2020 conversions of the notes. See Note 18 - Subsequent Event for information related to the conversions of the convertible notes that occurred subsequent to December 31, 2020. Alpha Convertible Promissory Note Alpha Principal Debt Discount Net Balance at 12/31/19 $ - $ - $ - Assumption of Note 1,111,111 - 1,111,111 Debt discount at assumption - (800,421 ) (800,421 ) Amortization of debt discount - 94,786 94,786 Impact of extinguishment - 705,635 705,635 Impact of conversion (495,000 ) - (495,000 ) Balance at 12/31/20 $ 616,111 $ - $ 616,111 On September 8, 2020 (the “Alpha Issue Date”), KBL entered into a $1,111,111 10% Secured Convertible Promissory Note (the “Alpha Convertible Promissory Note”) with Alpha Capital Anstalt (“Alpha”), which was issued to the Holder in conjunction with 100,000 shares of common stock (the “Alpha Capital Anstalt Commitment Shares”). The Alpha Convertible Promissory Notes had a debt discount due to original issue discount, third-party fees directly attributed to the issuance, a derivative liability, a beneficial conversion feature and warrants. The debt discount assumed at the Business Combination for this note was $800,421, which is being amortized to interest expense over the term of the debt. See Note 11 – Derivative Liabilities for more information on the derivative liabilities related to this note. The Company has promised to pay the principal amount, together with guaranteed interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%), with principal and accrued interest on the Alpha Convertible Promissory Note due and payable on April 7, 2021 (the “Maturity Date”), unless converted under terms and provisions as set forth within the Alpha Capital Anstalt Convertible Note. The Alpha Convertible Promissory Note provides Alpha with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $5.28 per share. The Alpha Convertible Promissory Note provides that the aggregate number of shares of common stock issued to Alpha under the Alpha Convertible Promissory Note shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the “the Beneficial Ownership Limitation”). Alpha, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Alpha Convertible Promissory Note held by Alpha. On the 10th day following the Company consummating any public or private offering of any securities or other financing or capital-raising transaction of any kind (each a “Subsequent Offering”) on any date other than the Maturity Date, the Company shall, subject to Alpha’s conversion rights set forth herein, pay to Alpha in cash an amount equal to the Mandatory Prepayment Amount but in no event greater than fifty percent (50%) of the gross proceeds from the Subsequent Offering. Immediately on and after the occurrence of any Event of Default, without need for notice or demand all of which are waived, interest on this Note shall accrue and be owed daily at an increased interest rate equal to the lesser of two percent (2.0%) per month (twenty-four percent (24.0%) per annum) or the maximum rate permitted under applicable law. In addition, upon any Event of Default, the holder can elect to accelerate the amount due, payable in cash or in shares of common stock, at the greater of (i) 130% of the outstanding principal amount and accrued interest (including 10% minimum interest, discussed below), and other fees, expenses amounts due under any other transaction document; and (ii) divided by the lowest volume weighted average price of the Company’s Common Stock during the five trading day period ending on the trading day immediately prior to the dated of determination (subject to a floor of $2.00), and multiplied by the highest closing price for the Company’s common stock during the period beginning on the first date that an event of default occurred. A holder has made claims regarding an alleged Event of Default and the Company is in discussions with such note holder. The Alpha Convertible Promissory Note also contains a provision whereby Alpha is due a minimum interest amount or make whole amount meaning on any date and with respect to any principal amount owing under the Alpha Convertible Promissory Note, the difference between (a) 10% of such principal amount, representing a full year of interest payments thereunder and (b) any payment of interest made prior to such date with respect to such principal amount. To be free from doubt, the minimum interest amount is only applicable for the initial 12 month period from the Issue Date. During the year ended December 31, 2020, the Company recorded interest expense and amortization of debt discount of $28,962 and $94,787, respectively, and accrued interest of $47,504 as of December 31, 2020 associated with the Alpha Convertible Promissory Notes. See Convertible Debt Conversions of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes further on in this note for the details related to the 2020 conversions of the notes. See Note 18 - Subsequent Event for information related to the conversions of the convertible notes that occurred subsequent to December 31, 2020. Extinguishment of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes On November 25, 2020, the Company entered into an amended agreement with Dominion, and Alpha to amend the secured convertible promissory notes in the original aggregate principal amount of $4,713,078 (after giving effect to a 10% original issue discount) that the Company issued pursuant to a purchase agreement (the “Notes”) so that the fixed conversion price of the Notes, during the 90 day period following November 6, 2020, shall be equal to the lower of: (A) ninety-six percent (96%) of the lowest volume weighted average price of the common stock of the Company on the NASDAQ Capital Market during the five trading day period ending on the trading day immediately prior to the applicable conversion date and (B) $5.28; provided, that in no event shall the fixed conversion price be lower than $2.00 (in each case, as appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the number of shares of common stock prior to such date). No other changes were made to the Notes as a result of the amendment agreement. The change of the conversion price of the Notes, triggered the most-favored-nation clause and changed the conversion price of the Series A Convertible Preferred Stock to be the same price as the Notes. The Company determined that while the cash flows of the Secured Convertible Notes did not change upon the amendment (maturity and interest rate remained the same), the increase of the fair value of the conversion feature exceeded 10% of the carrying value of the Secured Convertible Notes prior to the amendment, and accordingly, the amendment should be accounted for as an extinguishment. In recording the extinguishment, the Company compared the reacquisition price of the post-amended Secured Convertible Notes in the aggregate amount of $5,932,778 to the net carrying value of the derivative liability and pre-amended Secured Convertible Notes in the aggregate amount of $2,880,524. As a result, the Company recorded a loss on extinguishment in the aggregate amount of $3,052,254. Convertible Debt Conversions of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes The holders of the Secured Convertible Promissory Notes elected to convert principal and interest into shares of the Company’s common stock as follows: Principal Balance Converted Interest Converted Derivative Liabilities Converted Total Amount Converted Common Shares Issued Fair Value of Shares Issued Loss on Extinguishment of Convertible Notes Dominion Convertible Promissory Note $ 972,222 $ 97,222 $ 201,216 $ 1,270,660 464,287 $ 1,275,525 $ 4,865 Kingsbrook Convertible Promissory Note 1,695,411 169,541 378,335 $ 2,243,287 816,769 2,198,155 (45,132 ) Alpha Capital Convertible Promissory Note 495,000 12,528 123,485 $ 631,013 238,572 691,304 60,291 Total $ 3,162,633 $ 279,291 $ 703,036 $ 4,144,960 1,519,628 $ 4,164,985 $ 20,025 After the closing of the Business Combination, from November 27, 2020 to December 31, 2020, the holders of the Company’s convertible promissory notes were converted an aggregate of $3,441,924, which includes accrued interest of $279,291, which is owed under such convertible notes into an aggregate of 1,519,628 shares of our common stock, pursuant to the terms of such notes, as amended, at conversion prices of between $2.00 and $2.31 per share. Default of Certain Convertible Promissory Notes On December 31, 2020, the Company filed a Current Report on Form 8-K with the SEC which disclosed, among other things, that the condensed consolidated financial statements of the Company, which were prepared based on the information and representations received from the former KBL management, for the interim period ended September 30, 2020, should no longer be relied upon due to errors in the condensed consolidated financial statements and should be restated. As a result, the Company recognized a derivative liability related to an arguable default of the Secured Convertible Notes, which was valued using a Monte Carlo Simulation. Senior Notes On July 25, 2019, the Company issued Senior Secured Notes (the “Senior Notes”) totaling $1,200,000 of which an aggregate of $175,000 was issued to the former Chief Executive Officer and a director of the Company. The Senior Notes bear interest at a rate of 15% per annum and matured on November 15, 2019. Any accrued and unpaid interest portion is capitalized to principal on a monthly basis. Pursuant to the terms of the Senior Notes, the maturity date may be extended an additional 30 days at the option of the Company if the Securities and Exchange Commission’s review of the documents filed in connection with the Business Combination has taken more than 30 days. In the event of an event of default: a) the Company is required to notify the holders of these notes (the “Holders”) within one business day of any such occurrence; b) the interest rate increases to 18% per annum; and c) the Holder may require the Company to redeem any or all of the outstanding principal and interest together with a 25% premium. The Senior Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries and are secured by: a) the Company’s equity interests in its subsidiaries; b) guarantees issued by those subsidiaries; and c) assets of those subsidiaries. The Senior Notes, plus accrued and unpaid interest, and any outstanding late charges, automatically convert into common shares immediately prior to the occurrence of the Business Combination at the conversion price of $4.23 per share. If the Company issues any shares of its common stock or securities that are effectively common stock equivalents prior to the Business Combination at a price of less than $4.23 per share, then the conversion price per share will be adjusted so that the Holders receive the same conversion price. The above represents a contingent beneficial conversion feature that will be accounted for when the contingency is resolved. As of December 31, 2019, the contingently adjustable, non-bifurcated beneficial conversion features associated with the Senior Notes were not resolved. See below for details regarding the amendment of the Senior Notes and the conversion terms. On January 13, 2020, the Company and holders of a series of Senior Secured Notes (the “Senior Notes”) agreed to exchange the Senior Notes for new Senior Secured Notes (the “Amended Senior Notes”) with amended terms (the “Senior Note Amendments”). Pursuant to the Amended Senior Notes, the note holders waived all events of default associated with the Senior Notes and the aggregate principal amount and accrued interest of $1,282,205 and $6,411, respectively, was converted to principal in the aggregate amount of $1,846,052 (consisting of $1,282,205 of the outstanding principal of the Senior Notes, $6,411 of accrued interest reclassified to principal, $200,000 of restructuring fees and $357,436 of redemption premiums), of which $186,988 and $935, of aggregate principal and accrued interest, respectively, owed to the former Chief Executive Officer and a director of the Company, was converted to principal in the aggregate amount of $239,320 (consisting of $186,988 of the outstanding principal of the Senior Notes, $935 of accrued interest reclassified to principal and $51,397 of redemption premiums). See above in Note 13 – Convertible Notes Payable for a table displaying the impact of the increase in the principal under the column titled Amendment to Senior Note and Bridge Notes. The Company accounted for the amendment to the Senior Notes as note extinguishments, since the present value of future cash flows under the Amended Senior Notes was substantially different than the future cash flows under the Senior Notes. Accordingly, the Company recognized a loss on extinguishment of $886,736, consisting of the issuance of the Amended Senior Note in the aggregate principal amount of $1,846,052, partially offset by the derecognition of the aggregate carrying amount of the extinguished Senior Notes of $1,288,616, plus the immediately recognized beneficial conversion feature of $329,300 arising from the modified conversion terms of the Amended Senior Notes. The Amended Senior Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries and are secured by: a) the Company’s equity interests in its subsidiaries; b) guarantees issued by those subsidiaries; and c) assets of those subsidiaries. The Amended Senior Notes were convertible into common stock of the Company at any time following issuance until maturity and automatically convert into common stock of the Company immediately prior to the occurrence of the Business Combination, in either event, at a conversion price of $4.23 per share. If the Company issues any shares of its common stock, or securities that are effectively common stock equivalents, prior to the Business Combination at a price of less than $4.23 per share, then the conversion price per share would be adjusted to the price at which those common shares (or equivalents) were issued. The Amended Senior Notes bear interest at a rate of 15% per annum and matured in February 2020. On June 12, 2020, the Company entered into an additional amendment with each noteholder to extend the maturity dates from February 2020 to August 2021. Unpaid interest is reclassified to the principal on a monthly basis. In the event of default: a) the Company is required to notify the holders of these notes within one business day of any such occurrence; b) the interest rate increases to 18% per annum; and c) the holder may require the Company to redeem any or all of the outstanding principal and interest together with a 25% premium. Additional Amendment to an Amended Senior Note On June 12, 2020, the Company, KBL, and the holder of an Amended Senior Note in the aggregate principal amount of $1,661,136 agreed that (i) such Amended Senior Note will automatically convert into 404,265 shares of the Company’s common stock upon the Business Combination, and (ii) the holder of such Amended Senior Note and its affiliates shall not sell or dispose more than 5% of the daily trading volume of such shares of common stock as reported by Bloomberg, LP. Extinguishment of Senior Note and Issuance of New Note On June 12, 2020, the Company, KBL, certain investors (the “Purchasers”) and the holder (the “Initial Purchaser”) of an Amended Senior Note in the aggregate principal and interest amount of $1,528,360 (consisting of principal of $1,510,113 and accrued interest payable of $18,247) entered into a Securities Purchase Agreement pursuant to which (i) the Amended Senior Note was extinguished, and (ii) KBL sold to the Purchasers a secured promissory note which is secured by the intellectual property of the Company. Such transaction closed on June 29, 2020. See above in Note 13 – Convertible Notes Payable for a table displaying the impact of extinguishing the aforementioned $1,510,113 of principal under |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 — COMMITMENTS AND CONTINGENCIES Litigation and Other Loss Contingencies The Company records liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company has no liabilities recorded for loss contingencies as of December 31, 2020 or 2019. Potential Legal Matters The Company may initiate legal action against former executives of KBL for non-disclosure in the KBL original June 30, 2020 and September 30, 2020 Form 10-Qs of the matters disclosed in Note 14 (as restated) of the September 30, 2020 financial statements in the amended Form 10-Q filed on February 5, 2021. If such legal action is initiated, the Company would seek damages to cover, at a minimum, the unrecorded and contingent liability obligations and legal fees. There can be no assurance that, if such legal action is initiated, the Company will be successful in its legal actions. The Company has initiated legal action against Tyche Capital LLC (“Tyche”) for breaching its obligations under a term sheet entered into between KBL, KBL IV Sponsor, LLC, 180 and Tyche on April 10, 2019 and for breaching its obligations under the Guarantee and Commitment Agreement entered into between KBL and Tyche on July 25, 2019. The Company is seeking damages to bring the net tangible asset balance of KBL as of November 6, 2020, the closing date of the Business Combination, to $5,000,001. There can be no assurance that the Company will be successful in its legal actions. See also “Tyche Guarantee and Commitment Agreement” below. In April 2021, Cantor Fitzgerald & Co. (“Cantor”) filed a complaint against the Company in the Supreme Court of the State of New York, County of New York (Index No. 652709/2021), alleging causes of action against the Company relating to the claimed breach of a fee agreement between the parties from February 2018, requiring the Company to pay Cantor a transaction fee in cash in the event the Company completed a business transaction and the alleged breach of a settlement agreement subsequently entered into with Cantor on or around November 6, 2020. The complaint seeks $1,500,000 in damages, pre-and-post judgment interest and attorneys’ fees. The Company believes it has meritorious defenses to the allegations, and the Company intends to continue to vigorously defend against the litigation. The Company believes that it has counterclaims against Cantor and plans to plead such counterclaims in defense of claims raised. The outcome of the matter is currently unknown. See also “Cantor Fitzgerald & Co. Breach of Contract”, below. The Company is in discussions with Cantor regarding the registration of the 150,000 shares that have been issued to Cantor and hopes to resolve this dispute by registering the shares that have been issued to Cantor, of which there is no assurance. Notice of Acceleration On December 29, 2020, the Company received notice from Marlene Krauss, M.D., the former Chief Executive Officer and director of KBL, alleging the occurrence of an event of default of the terms of a certain promissory note dated March 15, 2019 in the amount of $371,178 evidencing amounts owed by the Company to KBL IV Sponsor LLC (which Dr. Krauss serves as sole managing member of), for failure to repay such note within five days of the release of funds from escrow in connection with the Purchase Agreement. Dr. Krauss has declared the entire amount of the note to be immediately due and payable. The note, pursuant to its terms, accrues damages of $2,000 per day until paid in full (subject to a maximum amount of damages equal to the principal amount of the note). Due to the matters described in Potential Legal Matters in Note 14 to these financial statements, there are disputes regarding any amounts that may be due to Dr. Krauss under the note. Registration Rights The holders of the founder shares (“Founder Shares”) and private units (“Private Units”) and warrants that may be issued upon conversion of working capital loans (“Working Capital Loans’), which were issued to the sponsors of KBL in connection with the Business Combination, (and any shares of the Company’s common stock issuable upon the exercise of the Private Units and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the initial public offering (“Initial Public Offering”). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-Up Period, which is one year after the Closing Date of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The Company satisfied the foregoing registration rights through the filing of a Registration Statement on Form S-1 with the SEC on October 19, 2020, which registration statement was declared effective by the SEC on November 2, 2020 (No. 333-249539), provided that the Company subsequently determined that such Form S-1 Registration Statement could not be relied upon because of the requirement to restate the Company’s financial statements for the periods ended June 30 and September 30, 2020. Cantor Fitzgerald & Co. Breach of Contract On February 27, 2018, KBL entered into a service contract with Cantor Fitzgerald & Co. (“CF&CO”) whereby CF&CO would receive a transaction fee in cash arising out of any contemplated business combination by the Company. On July 25, 2019, KBL entered into the Business Combination Agreement whereby CF&CO became entitled to a transaction fee of $1,500,000 (the “Transaction Fee”). On November 6, 2020, the Company and CF&CO entered into a settlement agreement (the “Settlement Agreement”) whereby CF&CO agreed to release the Company from the obligation to pay the Transaction Fee in cash and to instead accept 150,000 fully paid shares of the Company’s common stock, but only if the Company would take all necessary action to permit the sale of the Shares by filing with the Securities and Exchange Commission (the “SEC”) a shelf registration statement within 30 days following the closing of the merger. On November 6, 2020, the Company closed the merger and in breach of the Settlement Agreement, did not file a registration statement with the SEC within 30 days of the November 6, 2020 closing, due to the need to restate the previously filed KBL financial statements (See Potential Legal Matters in this Note 14). As a result, CF&CO claims that the Transaction Fee of $1,500,000 owed under the Fee Agreement is due in cash and has been payable by the Company to CF&CO since December 6, 2020. See Note 18 – Subsequent Events for details regarding current litigation pursued in connection with the Transaction Fee. Tyche Guarantee and Commitment Agreement On April 10, 2019, 180, KBL, KBL IV Sponsor, LLC (“Sponsor”), and Tyche Capital LLC (“Tyche”) entered into a non-binding term sheet (the “Term Sheet”) for a potential business combination transaction (the “Transaction”). Pursuant to the Term Sheet, Sponsor agreed to deposit 1,906,250 shares of common stock initially acquired by Sponsor prior to the consummation of the Company’s initial public offering into a separate segregated escrow account (the “Escrow Account”). The Term Sheet also included certain binding provisions where (i) Tyche agreed to participate in a PIPE transaction to ensure that KBL had at least $5,000,001 in net tangible assets at the closing of the Transaction, and (ii) in the event of a breach of the obligations of Tyche, the shares deposited to the Escrow Account would be released to the Sponsor. Further, on July 25, 2019, KBL and Tyche entered into a Guarantee and Commitment Agreement, where Tyche provided an absolute guarantee to ensure KBL had at least $5,000,001 in net tangible assets by purchasing shares from KBL. See Note 14 – Commitments and Contingencies for potential matters as the Company initiated legal action against Tyche for this obligation. EarlyBird-Capital Finder’s Fee On October 17, 2018, KBL entered into an agreement with EarlyBird-Capital, Inc. (“EarlyBird”), whereby EarlyBird would introduce potential targets to the Company on a non-exclusive basis for the purpose of consummating a merger, capital stock exchange, asset acquisition, or other similar business combination. Upon the closing of a transaction, the Company will pay EarlyBird a finder’s fee, payable in cash, of 1% of the value of the transaction, minus any liabilities at closing in excess of $5,000,000. See Note 18 – Subsequent Events for more information on the EarlyBird finder’s fee. Yissum Research and License Agreement On May 13, 2018, CBR Pharma entered into a worldwide research and license agreement with Yissum Research Development Company of the Hebrew University of Jerusalem, Ltd. (“Yissum Agreement”) allowing CBR Pharma to utilize certain patent (the “Licensed Patents”). The Licensed Patents shall expire, if not earlier terminated pursuant to the provisions of the Yissum Agreement, on a country-by-country, product-by-product basis, upon the later of: (i) the date of expiration in such country of the last to expire Licensed Patent included in the Licensed Technology; (ii) the date of expiration of any exclusivity on the product granted by a regulatory or government body in such country; or (iii) the end of a period of twenty (20) years from the date of the First Commercial Sale in such country. Should the periods referred to in items (i) or (ii) above expire in a particular country prior to the period referred to in item (iii), above, the license in that country or those countries shall be deemed a license to the Know-How during such post-expiration period. Royalties will be payable to Yissum if sales of any products which use, exploit or incorporate technology covered by the Licensed Patents (“Net Sales”) are US $500,000,000 or greater, calculated at 3% for the first annual $500,000,000 of Net Sales and at 5% of Net Sales thereafter. Pursuant to the Yissum Agreement, if Yissum achieves the following milestones, CBR Pharma will be obligated to make the following payments: i) $75,000 for successful point of care in animals; ii) $75,000 for submission of the first investigational new drug testing; iii) $100,000 for commencement of one phase I/II trial; iv) $150,000 for commencement of one phase III trial; v) $100,000 for each product market authorization/clearance (maximum of $500,000); and vi) $250,000 for every $250,000,000 in accumulated sales of the product until $1,000,000,000 in sales is achieved. In the event of an exit event (“Event”), which may be defined as either, a transaction or series of transactions under which the receipt of any consideration, monetary or otherwise by the Company or its shareholders is received in consideration for the sale of shares of the Company or shareholders, or an initial public offering (“IPO”) of the Company, but for greater certainty excludes a reorganization of the Company where the ultimate equity holders of the reorganized entity remain substantially the same as that of the Company, the Company will issue 5% of the issued and outstanding shares, on a fully diluted basis, to Yissum prior to the closing of an Event. These shares will be subject to: (a) as to half of such shares, a lock-up period ending 12 months from the Event date and as to the other half of such shares, a lock-up period ending 24 months from the Event date, and (b) in any event, any resale restrictions (including lock-ups and hold periods). See Note 15 – Stockholders’ Equity (Deficiency) for more information on the shares issued to Yissum as part of the business combination. CBR Pharma is also party to consulting agreements with Yissum, whereby Yissum has agreed to provide two of its employees as consultants to the Company for $100,000 per annum per person for a term of three years, commencing May 13, 2018. On January 1, 2020, CBR Pharma entered into a first amendment to the Yissum Agreement (“First Amendment”) with Yissum, allowing CBR Pharma to sponsor additional research performed by two Yissum professors. Pursuant to the terms of the First Amendment, the Company will pay Yissum $200,000 per year plus 35% additional for University overhead for the additional research performed by each professor over an 18-month period, starting May 1, 2019. As of December 31, 2020 the Company owes an outstanding balance of $418,098 in connection with the Yissum Agreement (as amended), of which $48,908 is reflected within accounts payable and $370,000 is included in accrued expenses on the accompanying consolidated balance sheet. During the year ended December 31, 2020, the Company recognized research and development expenses of $442,453 related to this agreement. During the year ended December 30, 2019, actual research and development expenses and accrued expenses relating to the Yissum Agreement were $19,350 and $121,894, respectively. Because CBR Pharma is an accounting acquiree in the Reorganization, the contract expense included in the accompanying consolidated statements of operations and comprehensive loss is only for the post-Reorganization period. See Note 15- Stockholders’ Equity (Deficiency) for more information related to common stock. Additional Yissum Agreement On November 11, 2019 (the “Effective Date”), CBR Pharma entered into a new worldwide research and license agreement with Yissum (the “Additional Yissum Agreement”), allowing CBR Pharma to obtain a license and perform the research, development and commercialization of the licensed patents (the “Licensed Patents”) in the research of cannabinoid salts relating to arthritis and pain management. Within 60 days after the end of the first anniversary of the Effective Date, Yissum will present the Company with a detailed written report summarizing the results of their research. The Licensed Patents shall expire, if not earlier terminated pursuant to the provisions of the Additional Yissum Agreement, on a country-by-country, product-by-product basis, upon the later of: (i) the date of expiration in such country of the last to expire Licensed Patent included in the Licensed Technology; (ii) the date of expiration of any exclusivity on the product granted by a regulatory or government body in such country; or (iii) the end of a period of twenty (20) years from the date of the first commercial sale in such country. Should the periods referred to in items (i) or (ii) above expire in a particular country prior to the period referred to in item (iii), above, the license in that country or those countries shall be deemed a license to the know-how during such post-expiration period. Pursuant to the terms of the Additional Yissum Agreement, CBR Pharma paid Yissum a non-refundable license fee of $70,000 and will pay an aggregate of $398,250 of research, development and consulting fees over the term of the Additional Yissum Agreement, as well as an annual license maintenance fee of $25,000, beginning on the first anniversary of the Effective Date. The Company shall pay Yissum the following amounts in connection with the achievement of the following milestones: ● Submission of the first Investigational New Drug application: $75,000 ● Dosing of first patient in phase II trial: $100,000 ● Dosing of first patient in phase Ill trial: $150,000 ● Upon first market authorization/clearance: $150,000 ● Upon second market authorization/clearance: $75,000 ● For every $250,000,000.00 US in accumulated Net Sales of the Product until $1,000,000,000.00 US in sales: $250,000 Upon the commercialization of the license, the Company shall pay Yissum a royalty equal to 3% of the first aggregate $500,000,000 of annual net sales and 5% thereafter. As of December 31, 2020, the Company had $91,748 and $298,686 of accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement. During the years ended December 31, 2020 and 2019, the Company recorded the purchase of the patents of $72,995 and $71,525, respectively, as an intangible asset to be amortized on a straight-line basis over the remaining lives of the patents and $477,411 and $0, respectively, of research and development expenses. Evotec Agreement On June 7, 2018, Katexco entered into an agreement (the “Drug Discovery Services Agreement”) with Evotec International GmbH (“Evotec”), whereby the Company and Evotec have agreed to negotiate research programs to be conducted by Evotec for the Company. Pursuant to the Drug Discovery Services Agreement, Evotec has agreed to conduct specified research services (the “Project”). The Project is scheduled to be conducted over a 24-month period, over which the Company will fund a minimum of $4,937,500 and a maximum of $5,350,250, based on quarterly invoices. During the years ended December 31, 2020 and 2019, the Company expensed $31,979 and $1,401,165, respectively, of research and development expenses in connection with the Drug Discovery Services agreement, and recorded interest expense of $31,979 and $36,899, respectively, on unpaid balances owed related to the Drug Discovery Services Agreement, which is included in accounts payable on the accompanying consolidated balance sheets. As of December 31, 2020 and 2019, unpaid balances owed related to the Drug Discovery Services Agreement amounted to $1,342,299 and $1,301,187, respectively. Stanford License Agreement On May 8, 2018, Katexco entered into a six-month option agreement (the “Stanford Option”) with Stanford University (“Stanford”) under which Stanford granted the Company a six-month option to acquire an exclusive license for patents (the “Licensed Patents”) which are related to biological substances used to treat auto-immune diseases. In consideration for the Stanford Option, the Company paid Stanford $10,000 (the “Option Payment”), which was creditable against the first anniversary license maintenance fee payment. On July 25, 2018, Katexco exercised their six-month option and entered into an exclusive license agreement with equity (the “Stanford License Agreement”) with Stanford. Pursuant to the Stanford License Agreement, beginning upon the first anniversary of the effective date, and each anniversary thereafter, the Company will pay Stanford, in advance, a yearly license maintenance fee of $20,000, on each of the first and second anniversaries and $40,000 on each subsequent anniversary, which will be expensed on a straight-line basis annually. Furthermore, the Company will be obligated to make the following milestone payments: (i) $100,000 upon initiation of Phase II trial, (ii) $500,000 upon the first U.S. Food and Drug Administration approval of a product (the “Licensed Product”) resulting from the Licensed Patents; and (iii) $250,000 upon each new Licensed Product thereafter. The Stanford License Agreement is cancellable by the Company with 30 days’ notice. Royalties, calculated at 2.5% of 95% of net product sales, will be payable to Stanford. Also, the Company will reimburse Stanford for patent expenses as per the agreement. The Company paid Stanford $20,000 for the annual license maintenance fee that was recorded to prepaid expenses and is being expensed on a straight-line basis over 12 months, which had a balance of $6,978 as of December 31, 2020. During the years ended December 31, 2020 and 2019, the Company recorded patent and license fees of $32,979 and $32,443, respectively, related to the Stanford License Agreement, which is included in general and administrative expenses on the accompanying statements of operations and comprehensive loss. Pursuant to the Stanford License Agreement, there are other considerations disclosed in the agreement, such as a purchase right of up to 10% participation in a private offering of the Company’s equity securities, and if there is a change of control in the Company, the Company will pay a change of control fee of $200,000 to Stanford. The Business Combination does not qualify for change of control because 180 is the accounting acquirer and the majority of the shareholder base and officers of 180 is the same and will carry on. Oxford University Agreements On August 15, 2018, CBR Pharma entered into an agreement (the “Oxford University Agreement”) for a research project with the University of Oxford (“Oxford”), which expires on December 31, 2019, or any later date agreed upon by the parties in writing. The Oxford University Agreement provides that Oxford will undertake a research project (the “Project”) based around the clinical development of cannabinoid-based and non-cannabinoid-based drugs that are known to exhibit both anti-inflammatory and immunomodulatory properties. The aim of the Project is to develop and characterize chemical compounds that are synthesized at Yissum in order to create treatments for rheumatoid arthritis and other chronic inflammatory conditions, and to eventually obtain regulatory approval in order to initiate early-phase clinical trials in patients. The Company has agreed to pay to Oxford the following, which is being recognized on a straight-line basis over the 12-month term of the Oxford Agreement: (i) £166,800 on signing of the agreement, (USD $214,210 paid on August 22, 2018) (ii) £166,800 six months after commencement of the Project, (USD $214,804 paid on January 29, 2019) (iii) £166,800 nine months after commencement of the Project and (USD $217,877 paid on May 5, 2019) (iv) £55,600 twelve months after commencement of the Project. (USD $73,737 accrued at December 31, 2019) On May 30, 2019 (“Effective Date”), CBR Pharma entered into an amended research agreement with Oxford to amend the expiration date of the research project to December 31, 2019 or until any later date agreed by the parties in writing, or until this Oxford University Agreement is terminated in accordance with its provisions. On November 27, 2019, the Company entered into an amended agreement with Oxford to further extend the term of the research project to March 31, 2020 or any later date agreed upon by the parties in writing. During the year ended December 31, 2020, the Company did not record any research and development expenses related to this agreement. During the year ended December 31, 2019, the Company recorded research and development expenses of $57,498. Because CBR Pharma is an accounting acquiree in the Reorganization, the contract expense included in the accompanying consolidated statements of operations and comprehensive loss is only for the post-Reorganization period. On March 22, 2019, 180 LP entered into a one-year research agreement (the “Research Agreement”) with Oxford pursuant to which 180 LP agreed to pay Oxford approximately $900,000 to perform certain research and to obtain the exclusive option to negotiate a license to commercially exploit any arising intellectual property as a result of Oxford’s research. During the year ended December 31, 2020, the Company recognized research and development expenses of $186,391. During the year ended December 31, 2019, the Company recognized research and development expenses of $396,950 related to the Research Agreement. Because 180 LP is an accounting acquiree in the Reorganization, the contract expense included in the accompanying consolidated statements of operations and comprehensive loss is only for the post-Reorganization period. On September 18, 2020, CBR Pharma entered into a 3 year research and development agreement (the “3 Year Oxford Agreement”) with Oxford to research and investigate the mechanisms underlying fibrosis in exchange for aggregate consideration of $1,085,738 (£795,468), of which $109,192 (£80,000) is to be paid 30 days after the project start date and the remaining amount is to be paid in four equal installments of $244,136 (£178,867) on the six month anniversary and each of the annual anniversaries of the project start date. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the year ended December 31, 2020, the Company recognized $113,433 (£88,385) of research and development expenses in connection with the 3 Year Oxford Agreement. On September 21, 2020, CBR Pharma entered into a 2 year research and development agreement (the “2 Year Oxford Agreement”) with Oxford University for the clinical development of cannabinoid drugs for the treatment of inflammatory diseases in exchange for aggregate consideration of $625,124 (£458,000), of which $138,917 (£101,778) is to be paid 30 days after the project start date and the remaining amount is to be paid every 6 months after the project start date in 4 installments, whereby $138,917 (£101,778) is to be paid in the first 3 installments and $69,456 (£50,888) is to be paid as the final installment. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the year ended December 31, 2020, the Company recognized $78,374 (£61,067) of research and development expenses in connection with the 2 Year Oxford Agreement, which is reflected within accrued expenses on the accompanying consolidated balance sheet. As of December 31, 2020, the Company owed Oxford an aggregate of $704,960, including $693,515 of accounts payable and $11,445 of accrued expense. As of December 31, 2019, the Company owed Oxford an aggregate of $472,021, including $398,284 of accounts payable and $73,737 of accrued expense. Kennedy License Agreement On September 27, 2019, 180 LP entered into a license agreement (the “Kennedy License Agreement”) with the Kennedy Trust for Rheumatology Research (“Kennedy”) exclusively in the U.S., Japan, United Kingdom and countries of the EU, for certain licensed patents (the “Kennedy Licensed Patents”), including the right to grant sublicenses, and the right to research, develop, sell or manufacture any pharmaceutical product (i) whose research, development, manufacture, use, importation or sale would infringe the Kennedy Licensed Patents absent the license granted under the Kennedy License Agreement or (ii) containing an antibody that is a fragment of or derived from an antibody whose research, development, manufacture, use, importation or sale would infringe the Kennedy Licensed Patents absent the license granted under the Kennedy License Agreement, for all human uses, including the diagnosis, prophylaxis and treatment of diseases and conditions. As consideration for the grant of the Kennedy Licensed Patents, 180 LP paid Kennedy an upfront fee of GBP £60,000, (USD $74,000) on November 22, 2019, which was recognized as an intangible asset for the purchase of the licensed patents and is being amortized over the remaining life of the patents. 180 LP will also pay Kennedy royalties equal to (i) 1% of the net sales for the first annual GBP £1 million (USD $1,283,400) of net sales, and (ii) 2% of the net sales after the net sales are at or in excess of GBP £1 million, as well as 25% of all sublicense revenue, provided that the amount of such percentage of sublicense revenue based on amounts which constitute royalties shall not be less than 1% on the first cumulative GBP £1 million of net sales of the products sold by such sublicenses or their affiliates, and 2% on that portion of the cumulative net sales of the products sold by such sublicenses or their affiliates in excess of GBP £1 million. The term of the royalties paid by the Company to Kennedy will expire on the later of (i) the last valid claim of a patent included in the Kennedy Licensed Patents which covers or claims the exploitation of a product in the applicable country; (ii) the expiration of regulatory exclusivity for the product in the country; or (iii) 10 years from the first commercial sale of the product in the country. The Kennedy License Agreement may be terminated without cause by providing a 90-day notice. Petcanna Sub-License Agreement On August 20, 2018, CBR Pharma entered into a sub-license agreement (the “Sub-License Agreement”) with its wholly owned subsidiary, Petcanna Pharma Corp. (“Petcanna”), of which the Company’s former Chief Financial Officer is a director. Petcanna is a private company with the same principals as the Company. Pursuant to the terms of the Sub-license Agreement, the Company has granted a sub-license on the Licensed Patents to pursue development and commercialization for the treatment of any and all veterinary conditions. In consideration, Petcanna will (a) issue 9,000,000 common shares of its share capital (the “Petcanna Shares”) 30 days after the effective date; and (b) pay royalties of 1% of net sales. The Company will be issued 85% and Yissum will be issued 15% of the 9,000,000 common shares of the Petcanna subsidiary. The Petcanna shares are deemed to be founders shares with no value. The Petcanna shares have not been issued as of December 31, 2020, due to administrative delays. 360 Life Sciences Corp. Agreement - Related Party (Acquisition of ReFormation Pharmaceuticals Corp.) On July 1, 2020, the Company entered into an amended agreement with ReFormation Pharmaceuticals, Corp. (“ReFormation”) and 360 Life Sciences Corp. (“360”), whereby 360 has entered into an agreement to acquire 100% ownership of ReFormation, on or before July 31, 2020 (“Closing Date”). The Company shares officers and directors with each of ReFormation and 360. Upon the Closing Date, 360 will make tranche payments in tranches to 180 LP in the aggregate amount of $300,000. The parties agree that the obligations will be paid by 360 to 180 LP by payments of $100,000 for every $1,000,000 raised through the financing activities of 360, up to a total of $300,000, however, not less than 10% of all net financing proceeds received by 360 shall be put towards the obligation to the Company until paid in full. This transaction closed on July 31, 2020. On February 26, 2019, 180 LP entered into a one-year agreement (the “Pharmaceutical Agreement”) with ReFormation, a related party that shares directors and officers of 180 LP, pursuant to which the ReFormation agreed to pay 180 LP $1.2 million for rights of first negotiation to provide for an acquisition of any arising intellectual property or an exclusive licensing, partnering, or collaboration transaction to use any arising intellectual property with respect to a contemplated research agreement between the Company and Oxford (see Oxford University Agreements, above), which was signed on March 22, 2019 and therefore is the start date of the project. Of the $1.2 million receivable from Reformation pursuant to the Pharmaceutical Agreement, $0.9 million was received by the Company on March 14, 2019 and the remaining $0.3 million will be received over the one-year term of the agreement. 180 LP is recognizing the income earned in connection with the Pharmaceutical Agreement on a straight-line basis over the term of the agreement. During the years ended December 31, 2020 and 2019, 180 LP recognized $240,000 and $552,329, respectively, of income related to the Pharmaceutical Agreement, which is included in other income in the accompanying consolidated statement of operations and other comprehensive income loss (because 180 LP is an accounting acquiree in the Reorganization, the other income included in the accompanying consolidated statements of operations and comprehensive loss is only for the post-Reorganization period). As of December 31, 2020 and 2019, the Company had a receivable of $300,000 and $60,000, respectively, representing income earned in excess of cash received pursuant to the Pharmaceutical Agreement. Operating Leases On February 17, 2020, the Company entered into a twelve-month lease agreement to lease office space located in London, UK. The rent is approximately GBP £4,250 (USD $5,801) per month over the lease term for a total lease commitment of GBP £61,200 (USD $83,532). The lease commenced on February 19, 2020 and expires on February 18, 2021. In connection with the lease, the Company paid the landlord a security deposit of GBP £5,100 (USD $6,961). The lease shal |
Stockholders' Equity (Deficienc
Stockholders' Equity (Deficiency) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIENCY) | NOTE 15 — STOCKHOLDERS’ EQUITY (DEFICIENCY) Preferred Stock Pursuant to the Company’s Second Amended and Restated Certificate of Incorporation filed on November 6, 2020, the Company has 5,000,000 preferred shares authorized at a par value of $0.0001 per share, of which 1,000,000 shares are designated as Series A Convertible Preferred Stock (“Series A Preferred”), 1 share is designated as the Class K Special Voting Share and 1 share is designated as the Class C Special Voting Share. The Class K Special Voting Share and the Class C Special Voting Share are together, the “Special Voting Shares”. As of December 31, 2020, there is no Series A Preferred issued or outstanding; there is one Class K Special Voting Share and one Class C special Voting Share issued and outstanding. Series A Preferred Stock The Series A Preferred is convertible into common stock at an initial conversion price of $5.28 per share, at the election of the holder, at any time following issuance, subject to certain anti-dilution adjustments. Upon a dilutive issuance (as defined) at a price per share lower than the existing conversion price, the conversion price will adjust to the lower of (a) the dilutive issuance price per share; or (b) the lowest volume-weighted-average-price during the five days preceding the dilutive issuance. Upon any conversion, a make-whole amount (as defined in the Certificate of Designation of the Series A Preferred) shall be due with respect to each share of Series A Preferred converted. At any time following the three-month anniversary of the Business Combination, the holder of the Series A Preferred had the right to force the Company to redeem all or any portion of the Series A Preferred then owned by the holder in cash. Series A Preferred stockholders were entitled to 10% dividends. Holders of the Series A Preferred had no voting rights. The Company assumed 1,000,000 shares of issued and outstanding Series A Preferred in connection with the Business Combination with a carrying value of $1,411,265, which was net of a $1,922,068 discount from its stated value of $3,333,333. The discount included an original issuance discount of $333,333, cash issuance costs of $318,333, warrant issuance costs of $103,402 (fair value of warrant issued to placement agent), and a bifurcated redemption feature that was valued at $1,167,000 at issuance (see Note 11 – Derivative Liabilities). No accretion of the Series A Preferred discount was required because redemption wasn’t deemed to be probable. On November 25, 2020, a dilutive issuance reduced the conversion price to the lower of (a) 96% of the lowest volume-weighted-average-price of the common stock during the five-day period preceding the conversion date; or (b) $5.28, both subject to a floor of $2.00 per share. The conversion price adjustment was treated as an extinguishment and reissuance of the outstanding Series A Preferred. On the extinguishment date, the bifurcated redemption feature was marked-to-market, increasing the value by $606,000 and recognizing a corresponding charge to change in fair value of derivative liabilities. The $1,411,265 carrying value of the preferred stock and the $1,773,000 fair value of the derivative liability were derecognized and we recognized the new $3,531,924 fair value of the preferred stock and the new $218,000 value of the bifurcated redemption feature. The difference of $565,659 was recognized as a deemed dividend. During the period from November 30, 2020 to December 18, 2020, the 1,000,000 shares of Series A Preferred of the Company with a total conversion value of $3,666,667 were converted into shares of the Company’s common stock at conversion prices of between $2.00 and $2.31 per share, pursuant to the terms of such preferred stock. The bifurcated redemption features were marked-to-market just prior to each conversion, resulting in an aggregate charge of $42,068 to change in fair value of derivative liabilities and the $260,068 fair value of the bifurcated redemption features were derecognized on the conversion dates. At conversion, the aggregate $3,531,924 carrying value of the preferred stock and the $260,068 fair value of the derivative liability were derecognized and we recognized the $4,349,035 fair value of the 1,614,144 shares of common stock issued. The difference of $557,043 was recorded as deemed dividend expense, including $333,333 associated with the make-whole premiums and $223,710 associated with the contingent beneficial conversion feature. Due to such conversions, the Company currently has no shares of Series A Preferred issued or outstanding. The aggregate deemed dividend presented on the income statement is comprised of the $333,333 make-whole dividend, the $223,710 beneficial conversion feature and a $565,659 extinguishment loss associated with the conversion price adjustment. Special Voting Shares The Special Voting Shares were issued to the former shareholders of CBR Pharma and Katexco in connection with the Reorganization. The Special Voting Shares are exchangeable by the holder for shares of the Company’s common stock and vote together as a single class with the Company’s common stockholders. Special Voting Shares are not entitled to receive any dividend of distributions. The following table summarizes the Special Voting Shares activity during the years ended December 31, 2020 and 2019: For the Years Ended December 31, 2020 2019 January 1 balance 2,990,904 - Shares issued - 2,990,904 Shares exchanged (1,521,157 ) - December 31 balance 1,469,747 2,990,904 Included in the 2,990,904 special voting shares in the table above, are 1,664,072 special voting shares issued to CBR Pharma stockholders in connection with the Reorganization. See Note 4 – Reorganization and Recapitalization for additional details. Common Stock The Company is authorized to issue 100,000,000 shares of the Company’s common stock with a par value of $0.0001 per share. Holders of the Company’s shares of the Company’s common stock are entitled to one vote for each share. During the year ended December 31, 2019, the Company issued 12,800,454 shares of its common stock, of which 64,657 shares were issued for cash consideration of $1,130,656 and services valued at $333,145, 2,854,012 shares with an aggregate issuance date fair value of $12,992,470 were issued in full satisfaction of accrued issuable equity and investors deposits, and 9,881,785 shares with an aggregate fair value at issuance of $45,866,502 were issued to the accounting acquiree stockholders in connection with the Reorganization. On March 10, 2020, the Company issued 12,292 shares of common stock for cash proceeds of $72,500. On November 6, 2020, the Company issued 240,540 shares with a grant date value of $1,057,989 as compensation to a consultant as part of the business combination that was granted on May 13, 2018. See Note 14 – Commitments and Contingencies for more information related to Yissum Research and License Agreement. On November 6, 2020, the Company effectively issued 1,519,628 shares of common stock to the KBL shareholders upon the consummation of the Reverse Merger. During November and December 2020, the Company issued 2,102,038 shares of its common stock upon the conversion of convertible debt and interest in the aggregate amount of $6,466,353. During the period from November 30, 2020 to December 18, 2020, the Company issued 1,619,144 shares of common stock upon the conversion of $4,349,035 of Series A Preferred Stock as described above. During the year ended December 31, 2020, the Company issued 1,521,157 shares of its common stock upon the exchange of common stock equivalents associated with the Special Voting Shares. Stock Options On December 3, 2020, the Company issued ten-year options for the purchase of an aggregate of 50,000 shares of its common stock to two members of the board of directors. The options are exercisable at $2.49 per share and vest in equal monthly installments over the twelve months following the grant date. The grant date value of $93,575 was estimated using the Black Scholes valuation method with the following assumptions used: Expected Term 5.27 years Volatility 100.0% Risk Free Rate 0.4% Annual Rate of Dividends 0.00% The options expire on December 31, 2030. As of December 31, 2020, there was $85,777 of unrecognized stock-based compensation expense related to the stock options that will be recognized over the weighted average remaining vesting period of 0.9 years. During the year ended December 31, 2020, the Company recorded stock-based compensation expense of $7,798 related to the amortization of the grant date value of the options. Adoption of 2020 Omnibus Incentive Plan At a special meeting of stockholders held on November 5, 2020, the stockholders of the Company considered and approved the 2020 Omnibus Incentive Plan (the “Incentive Plan”) and reserved 3,718,140 shares of common stock for issuance thereunder. The Incentive Plan was previously approved on October 24, 2019, subject to stockholder approval, by the Board of Directors of the Company. The Incentive Plan became effective on November 6, 2020, immediately upon the closing of the Business Combination. Contingently Redeemable Shares On July 16, 2019, in connection with the Reorganization, the Company issued 2,694,053 shares to a consultant that were subject to redemption by 180 for an aggregate redemption price of $4.00 if (i) the closing of the Business Combination did not occur on or prior to October 31, 2019; or (ii) the consultant terminated his service with 180 prior to October 31, 2019. On November 11, 2019, the Board of Directors authorized management to waive its right of redemption in connection with the Contingently Redeemable Shares. This was accounted for as a modification of the stock award. During the year ended December 31, 2019, the Company recorded a charge related to a modification of a stock award – related parties of $12,959,360 in connection with the waiver of the Company’s right of redemption related to the Contingently Redeemable Shares. See Note 17 – Related Parties for more information about Modification of Stock Award – Related Party. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16 — INCOME TAXES The Company is subject to federal and state/provincial income taxes in the United States, Canada, and the United Kingdom and each legal entity files on a non-consolidated basis. The benefit of the pre-reorganization net operating losses of 180 LP were passed through to its owners. The losses before income taxes consist of the following domestic and international components: For the Years Ended 2020 2019 Domestic $ (8,635,341 ) $ (18,288,861 ) International (2,269,144 ) (7,114,681 ) $ (10,904,485 ) $ (25,403,542 ) The provision for income taxes consists of the following benefits (provisions): For the Years Ended 2020 2019 Deferred tax benefits: Domestic: Federal $ 1,289,907 $ 969,769 State 427,689 321,576 International 541,614 663,972 2,259,210 1,955,317 Change in valuation allowance (2,238,783 ) (1,945,821 ) Net income tax benefit $ 20,427 $ 9,496 Certain deferred tax liabilities are denominated in currencies other than the US dollar and are subject to foreign currency translation adjustments. The provision for income taxes differs from the United States Federal statutory rate as follows: For the Years Ended 2020 2019 US Federal statutory rate 21.0 % 21.0 % Difference between domestic and foreign federal rates (0.6 %) (1.6 %) State and provincial taxes, net of federal benefits 6.0 % 8.3 % Permanent differences: Stock-based compensation (0.8 %) (14.6 %) Change in the fair value of derivatives and accrued issuable equity (4.6 %) (4.5 %) Loss on extinguishment (1.0 %) (0.8 %) Other 0.7 % (0.1 %) Change in valuation allowance (20.5 %) (7.7 %) Effective income tax rate 0.2 % 0.0 % Deferred tax assets and liabilities consist of the following: As of 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 6,352,809 $ 4,131,288 Organizational costs deferred for tax purposes 3,068,651 - Reserve for uncollectible trade and notes receivable not currently deductible for tax purposes - 713,367 Accrued compensation not currently deductible 224,931 134,620 Other 62,828 - 9,709,220 4,979,276 Deferred tax liabilities: Difference between book and tax basis related to: Technology license (404,507 ) (394,824 ) Acquired in-process research and development (3,242,750 ) (3,277,935 ) Other (21,072 ) - (3,668,329 ) (3,672,759 ) Deferred tax assets and liabilities 6,040,891 1,306,517 Valuation allowance (9,709,220 ) (4,979,276 ) Deferred tax assets and liabilities, net $ (3,668,329 ) $ (3,672,759 ) The change in the valuation reserve for deferred tax assets consists of the following: For the Years Ended 2020 2019 Beginning of period $ (4,979,276 ) $ (942,251 ) Allowance established in connection with the recording of deferred tax assets acquired resulting from the following transactions: - Reorganization in 2019 described in Note 4 - (2,031,811 ) - Business combination in 2020 described in Note 5 (2,491,161 ) - Change in valuation pursuant to the tax provision (2,238,783 ) (1,945,821 ) True-up to a prior year’s tax return - (59,393 ) End of period $ (9,709,220 ) $ (4,979,276 ) As of December 31, 2020, the Company had net operating loss (“NOL”) carryforwards that may be available to offset future taxable income in various jurisdictions as follows: ● Approximately $11,123,000 each of domestic federal and state NOLs. The federal NOLs have no expiration date and the state NOLs will begin to expire in 2038; ● Approximately $9,417,000 each of Canadian federal and provincial NOLs. Those NOLs will begin to expire in 2038; and ● Approximately $4,030,000 of United Kingdom federal NOLs. Those NOLs have no expiration date. The utilization of the domestic NOLs to offset future taxable income may be subject to annual limitations under Section 382 of the Internal Revenue Code and similar state statutes as a result of ownership changes, but the United States federal NOLs have no expiration dates. On July 16, 2019 as part of the Reorganization (see Note 4), we acquired net deferred tax assets of $2,031,811, against which there is a full valuation allowance. On November 6, 2020, we acquired net deferred tax assets of $2,491,161, against which there is a full valuation allowance. The Company has assessed the likelihood that deferred tax assets will be realized in accordance with the provisions of ASC 740 Income Taxes Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2020 and 2019. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. No tax audits were commenced or were in process during the years ended December 31, 2020 and 2019 nor were any tax related interest or penalties incurred during those periods. The Company’s tax returns filed in the United States, Canada, and the United Kingdom since inception remain subject to examination, with the exception of the tax returns filed for the 180 LP pass-through entity whose tax returns remain subject to examination beginning with the 2018 tax return. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 17 — RELATED PARTIES Due from Related Parties Due from related parties was $300,000 as of December 31, 2020 and consists of a receivable due from a research and development company that has shared officers and directors. Due from related parties was $73,248 as of December 31, 2019 and consists of (i) a receivable of $60,000 due from a research and development company that has shared officers and directors and (ii) a travel advance of $13,248 to a company with shared officers and directors. Accounts Payable - Related Parties Accounts payable - related parties was $215,495 as of December 31, 2020 and consists of $196,377 for professional services provided by the Company’s directors and $19,118 for accounting fees for services provided by a director and his company. Accounts payable - related parties was $123,035 as of December 31, 2019 and consists of $101,009 for professional services provided by the Company’s directors and $22,026 for accounting fees for services provided by a director and his company. Accrued Expenses - Related Parties Accrued expenses - related parties was $454,951 as of December 31, 2020 and consists of $124,833 of interest accrued on loans and convertible notes due to certain officers and directors of the Company and $330,118 of accrued professional fees for services provided by certain directors of the Company. Accrued expenses - related parties of $177,074 as of December 31, 2019, consists of $78,610 of interest accrued on loans and convertible notes due to certain officers and directors of the Company, $30,464 of accrued professional fees for services provided by certain directors of the Company and $68,000 of accrued accounting fees related to services provided by a Company director and his company. Due to Related Parties Due to related parties was $0 and $17,341 as of December 31, 2020 and 2019, respectively. The balance as of December 31, 2019 represents an overpayment of rent by a company that is subleasing space from the Company in Toronto, Canada whose directors and officers of the Company are affiliated with the Company. Loans Payable – Related Parties Loans payable - related parties consists of $513,082 and $220,525 as of December 31, 2020 and 2019, respectively. Please refer to Note 12 - Loan Payables for more information. Convertible Notes Payable – Related Parties Convertible notes payable - related parties of $270,000 and $454,604 as of December 31, 2020 and 2019, respectively, represents the principal balance of convertible notes owed to certain officers and directors of the Company. Please refer to Note 13 - Convertible Notes Payable for more information. Research and Development Expenses – Related Parties During the year ended December 31, 2020, the Company incurred $75,633 of research and development expenses – related parties to consulting fees paid to former officers, directors or greater than 10% stockholders, or affiliates thereof. During the year ended December 31, 2019, the Company incurred $54,020 of research and development expenses – related parties to consulting fees paid to former officers, directors or greater than 10% stockholders, or affiliates thereof. General and Administrative Expenses – Related Parties During the year ended December 31, 2020, the Company incurred $185,848 of general and administrative expenses related to professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. During the year ended December 31, 2019, the Company incurred $286,745 of general and administrative expenses for related party services, including (a) $268,745 for professional fees paid to current or former officers, directors or greater than 10% stockholders, or affiliates thereof; and (b) $18,000 for travel expenses paid to a greater than 10% stockholders of the Company. Modification of Stock Award – Related Party During the years ended December 31, 2020 and 2019, the Company incurred $0 and $12,959,360, respectively, related to the modification of a stock award granted to a greater than 10% investor related to the Contingent Redeemable Shares. See Note 15 - Stockholders’ Equity (Deficiency) for more information about Contingently Redeemable Shares. Rental Income – Related Parties During the years ended December 31, 2020 and 2019, the Company recorded $0 and $25,946 of rental income for sub-leasing office space in Toronto, Canada to companies with shared officers and directors. Other Income – Related Parties During the year ended December 31, 2020, the Company recorded $240,000 of other income related to a one-year research and development agreement with a company who has common officers and directors of the Company. During the year ended December 31, 2019, the Company recorded $552,329 of other income, related to a one-year research and development agreement with a company who has common officers and directors of the Company. Please refer to Note 14 – – Interest Expense – Related Parties During the year ended December 31, 2020, the Company recorded $84,550 of interest expense – During the year ended December 31, 2019, the Company recorded $23,074 of interest expense – Change in Fair Value of Accrued Issuable Equity – Related Parties During the year ended December 31, 2020 and 2019, the Company recorded charges of $0 and $3,881,819, respectively, related to the change in the fair value of unissued shares of common stock to officers, directors and investors of the Company in exchange for corporate advisory services. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 — SUBSEQUENT EVENTS Repayment of Kingsbrook Promissory Note On March 3, 2021, the Company repaid the Kingsbrook promissory note in cash for an aggregate of $166,313, which included the principal of $150,000 and accrued interest of $16,313. Extension of the Loan Agreements On February 10, 2021, the Company entered into amended loan agreements to modify the terms of certain loan agreements in the aggregate principal amount of $412,716, previously entered into with Sir Marc Feldman and Dr. Lawrence Steinman, the Co-Executive Chairmen of the Board of Directors. The loan agreements were extended and modified to be paid back at the Company’s discretion, either by 1) repayment in cash, or 2) by converting the outstanding amounts into shares of common stock at the same price per share as the next financing transaction. On April 12, 2021, the Company entered into amended loan agreements with such individuals, which extended the date of all of their outstanding loan agreements, to September 30, 2021 (see Note 12 – Loans Payable). The loan agreements were extended and modified to mature at the earlier of (a) a Form S-1 financing; or (b) September 30, 2021. Convertible Debt Conversions From January 15, 2021 to February 5, 2021, the holders of the Company’s convertible promissory notes converted an aggregate of $1,340,183, which included accrued interest of $105,850, owed under such convertible notes into an aggregate of 467,123 shares of common stock, pursuant to the terms of such notes, as amended, at conversion prices of between $2.45 and $3.29 per share. On March 8, 2021, the holders of the Company’s convertible bridge notes, which were issued in December 27, 2019 and January 3, 2020 to various purchasers, converted an aggregate of $432,384, which included accrued interest of $66,633 owed under such convertible bridge notes, into an aggregate of 158,383 shares of common stock pursuant to the terms of such notes, as amended, at a conversion price of $2.73 per share. Default on Convertible Notes On February 3, 2021, there was an event of default in connection with the Alpha Capital convertible note (the “Alpha Capital Note”), which resulted in an increase in the settlement value of the Alpha Capital Note. The additional liability is accounted for as a bifurcated derivative. The holder of the Alpha Convertible Note has alleged that the default event described in Note 13, Convertible Notes Payable also applies to the $300,000 of principal that was converted on February 4, 2021, which would result in an additional increase to the settlement amount of the Alpha Convertible Note. The Company is in discussions with the noteholder regarding this dispute. Stock Option Issuances On February 25, 2021, the Company awarded options to two of its officers to purchase 1,580,000 shares of the Company’s common stock, which have a term of 10 years, and an exercise price of $4.43 per share (the closing sales price on the date the Board of Directors approved the grant (February 26, 2021)). The options are subject to the Company’s 2020 Omnibus Incentive Plan and vest at the rate of (a) 1/5th of such options upon the grant date; and (b) 4/5th of such options vesting ratably on a monthly basis over the following 36 months on the last day of each calendar month; provided, however, that such options vest immediately upon officers’ deaths or disabilities, terminations without cause or terminations for good reason, a change in control of the Company or upon a sale of the Company. Sale of Common Stock in Private Offering On February 19, 2021, the Company entered into a Securities Purchase Agreement with certain purchasers (the “Purchasers”), pursuant to which the Company agreed to sell an aggregate of 2,564,000 shares of common stock (the “Shares”) and warrants to purchase up to an aggregate of 2,564,000 shares of common stock (the “PIPE Warrants”), at a combined purchase price of $4.55 per share and PIPE Warrant (the “Private Offering”). The Private Offering closed on February 23, 2021. Aggregate gross proceeds from the Private Offering were approximately $11.7 million. Net proceeds to the Company from the Private Offering, after deducting the placement agent fees and estimated offering expenses payable by the Company, were $10.7 million. The placement agent fees and offering expenses were accounted for as a reduction of additional paid in capital. The PIPE Warrants have an exercise price equal to $5.00 per share, are immediately exercisable and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. However, the exercise price of the PIPE Warrants will not be subject to adjustment as a result of subsequent equity issuances at effective prices lower than the then-current exercise price. The PIPE Warrants are exercisable for 5 years following the closing date. The PIPE Warrants are subject to a provision prohibiting the exercise of such Warrants to the extent that, after giving effect to such exercise, the holder of such Warrant (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% of the Company’s outstanding common stock (which may be increased to 9.99% on a holder by holder basis, with 61 days prior written consent of the applicable holder). The PIPE Warrants did not meet the requirements for equity classification due to the existence of a tender offer provision that could potentially result in cash settlement of the PIPE Warrants that didn’t meet the limited exception in the case of a change-in-control. Accordingly, the Company reclassified the $7,294,836 fair value of the PIPE Warrants, which was determined using the Black-Scholes option pricing model, from additional paid-in-capital to derivative liabilities. The following assumptions were used to value the PIPE Warrants at issuance: February 23, Risk-free interest rate 0.59 % Expected term (years) 5.00 Expected volatility 85.0 % Expected dividends 0.0 % In connection with the Private Offering, the Company also entered into a Registration Rights Agreement, dated as of February 23, 2021, with the Purchasers (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) on or prior to April 24, 2021 to register the resale of the Shares and the shares of common stock issuable upon exercise of the PIPE Warrants (the “Warrant Shares”), and to cause such registration statement to be declared effective on or prior to June 23, 2021 (or, in the event of a “full review” by the SEC, August 22, 2021). The Company is currently in default of the terms of the Registration Rights Agreement as the registration statement to register the Shares and Warrant Shares was not filed by April 24, 2021. As a result of this default, the Company is required to pay damages to the Purchasers in the aggregate amount of $174,993 each month beginning on April 24, 2021, and until such date that the registration statement is filed with the SEC. Consulting Agreement On February 25, 2021, the Company entered into a consultancy agreement (the “Consulting Agreement”) with Prof. Jagdeep Nanchahal, our Chairman of our Clinical Advisory Committee, dated February 22, 2021, and effective December 1, 2020. On March 31, 2021, subsequently thereafter, the Consulting Agreement was amended to include CBR Pharma, a corporation incorporated and registered in England and Wales, and an indirect wholly-owned subsidiary of the Company, as a party thereto. In addition, the Company agreed to pay the consultant 15,000 British Pounds (GBP) per month (approximately $20,800) during the term of the agreement, increasing to GBP 23,000 per month (approximately $32,000) on the date (a) of publication of the data from the phase 2b clinical trial for Dupuytren’s disease (RIDD) and (b) the date that the Company has successfully raised over $15 million in capital. The Company also agreed to pay the consultant a bonus (“Bonus 1”) in the sum of 100,000 GPB upon submission of the Dupuytren’s disease clinical trial data for publication in a peer-reviewed journal. In addition, for prior work performed, including completion of the recruitment to the RIDD (Dupuytren’s) trial, the Company agreed to pay the consultant GBP 434,673 (approximately $605,000) (“Bonus 2”). At the election of the consultant, Bonus 2 shall be paid at least 50% (fifty percent) or more, as the consultant elects, in shares of the Company’s common stock, at a share price of $3.00 per share, or the share price on the date of the grant, whichever is lower, with the remainder paid in GBP. Bonus 2 shall be deemed earned and payable upon the Company raising a minimum of $15 million in additional funding, through the sale of debt or equity, after December 1, 2020 (the “Vesting Date”) and shall not be accrued, due or payable prior to such Vesting Date. Bonus 2 shall be payable by the Company within 30 calendar days of the Vesting Date. Finally, the consultant shall receive another one-time bonus (“Bonus 3”) of GBP 5,000 (approximately $7,000) on enrollment of the first patient to the phase 2 frozen shoulder trial, and another one-time bonus (“Bonus 4”) of GBP 5,000 (approximately $7,000) for enrollment of the first patient to the phase 2 delirium/POCD trial. The Consulting Agreement has an initial term of three years, and renews thereafter for additional three-year terms, until terminated as provided in the agreement. The Consulting Agreement can be terminated by either party with 12 months prior written notice (provided the Company’s right to terminate the agreement may only be exercised if the consultant fails to perform his required duties under the Consulting Agreement), or by the Company immediately under certain conditions specified in the Consulting Agreement if (a) the consultant fails or neglects efficiently and diligently to perform the services or is guilty of any breach of its or his obligations under the agreement (including any consent granted under it); (b) the consultant is guilty of any fraud or dishonesty or acts in a manner (whether in the performance of the services or otherwise) which, in the reasonable opinion of the Company, has brought or is likely to bring the consultant, the Company or any of its affiliates into disrepute or is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed); or (c) the consultant becomes bankrupt or makes any arrangement or composition with his creditors. If the Consulting Agreement is terminated by the Company for any reason other than cause, the consultant is entitled to a lump sum payment of 12 months of his fee as at the date of termination. On March 31, 2021, in satisfaction of amounts owed to the consultant for 50% of Bonus 2, the Company issued 100,699 shares of the Company’s common stock to the Consultant. Additionally, on April 15, 2021, in satisfaction of amounts owed to the consultant for an additional 19% of Bonus 2, the Company issued 37,715 of the Company’s common stock. The remainder of Bonus 2 will be due to the Consultant at such time as the Company has raised $15 million, which obligation was waived by the Company in connection with the issuance of the shares described above. Employment Agreements of Chief Executive Officer On February 25, 2021, the Company entered into an amended agreement with the Chief Executive Officer (“CEO”) (the “A&R Agreement”), dated February 24, 2021, and effective November 6, 2020. Pursuant to the A&R Agreement, the CEO agreed to serve as an officer of the Company. The agreement replaced his prior agreement with the Company. The A&R Agreement has a term of three years, and is automatically renewable thereafter for additional one-year periods, unless either party provides the other at least 90 days written notice of their intent to not renew the agreement. The CEO’s annual base salary under the agreement will initially be $450,000 per year. The annual salary is also subject to automatic 5% yearly increases. The CEO is also eligible to receive an annual bonus, with a target bonus equal to 45% of his then-current base salary, based upon the Company’s achievement of performance and management objectives as set and approved by the Board of Directors and/or Compensation Committee in consultation with the CEO. At the CEO’s option, the annual bonus can be paid in cash or the equivalent value of the Company’s common stock or a combination. thereof. The Board of Directors, as recommended by the Compensation Committee, may also award the CEO bonuses from time to time (in stock, options, cash, or other forms of consideration) in its discretion. Under the A&R Agreement, the CEO is also eligible to participate in any stock option plans and receive other equity awards, as determined by the Board of Directors from time to time. The agreement can be terminated any time by the Company for cause (subject to the cure provisions of the agreement), or without cause (with 60 days prior written notice to the CEO), by the CEO for good reason (as described in the agreement, and subject to the cure provisions of the agreement), or by the CEO without good reason. The agreement also expires automatically at the end of the initial term or any renewal term if either party provides notice of non-renewal as discussed above. In the event the A&R Agreement is terminated without cause by the Company, or by the CEO for good reason, the Company agreed to pay him the lesser of 18 months of salary or the remaining term of the agreement, the payment of any accrued bonus from the prior year, his pro rata portion of any current year’s bonus and health insurance premiums for the same period that he is to receive severance payments (as discussed above). The A&R Agreement contains standard and customary invention assignment, indemnification, confidentiality and non-solicitation provisions, which remain in effect for a period of 24 months following the termination of his agreement. Employment Agreement for Chief Financial Officer On February 25, 2021, the Company entered into an employment agreement (the “Employment Agreement”) dated February 24, 2021, and effective November 6, 2020, which agreement was amended and corrected on March 1, 2021, to be effective as of the effective date of the original agreement (which amendment and correction is retroactively updated in the discussion of the agreement), with the Company’s Interim Chief Financial Officer (“CFO”). Pursuant to the agreement, the CFO agreed to serve as an officer of the Company; and the Company agreed to pay the CFO $300,000 per year. Such salary is to be increased to a mutually determined amount upon the closing of a new financing, and shall also be increased on a yearly basis. Under the agreement, the CFO is eligible to receive an annual bonus, in a targeted amount of 30% of his then salary, based upon the Company’s achievement of performance and management objectives as set and approved by the CEO, in consultation with the CFO. The bonus amount is subject to adjustment. The Board of Directors, as recommended by the Compensation Committee of the Company (and/or the Compensation Committee), may also award the CFO bonuses from time to time (in stock, options, cash, or other forms of consideration) in its discretion. Under the Employment Agreement, the CFO is also eligible to participate in any stock option plans and receive other equity awards, as determined by the Board of Directors from time to time. As of December 31, 2020, the Company recorded $15,750 of accrued bonus payable to the CFO. The agreement can be terminated any time by the Company with or without cause with 60 days prior written notice and may be terminated by the CFO at any time with 60 days prior written notice. The agreement may also be terminated by the Company with six days’ notice in the event the agreement is terminated for cause under certain circumstances. Upon the termination of the CFO’s agreement by the Company without cause or by the CFO for good reason, the Company agreed to pay him three months of severance pay. The agreement contains standard and customary invention assignment, indemnification, confidentiality and non-solicitation provisions, which remain in effect for a period of 24 months following the termination of his agreement. Officer’s and Director’s Compensation On March 31, 2021, the Board of Directors of the Company approved the issuance of 67,802 shares of restricted common stock to certain directors and officers under the Company’s 2020 Omnibus Incentive Plan, which amounts represented 50% of the amounts currently owed to such persons in consideration for services rendered. The shares issued were valued at the closing sales price on March 29, 2021, the last closing sales price prior to the date such issuance was approved by the Board of Directors. On March 5, 2021, in consideration for the fees earned as members of the Board of Directors of the Company and in satisfaction of amounts owed in accrued directors’ fees, the Company issued 4,604 shares of the Company’s common stock, which are fully-paid and non-assessable upon issuance. KCSA Settlement Agreement On March 12, 2021, the Company agreed it was in the Company’s best interest to enter into a settlement agreement with Kanan Corbin Schupak & Aronow, Inc. (“KCSA”) in connection with outstanding obligations in the aggregate of approximately $58,962 due for services rendered to CBR Pharma and Katexco. Thereupon the Company issued KCSA 8,675 shares of the Company’s restricted common stock in satisfaction of the terms of the settlement. AGP Warrants On March 12, 2021, the Company issued a warrant to AGP (the “AGP Warrant”) to purchase up to an aggregate of 63,658 shares of the Company’s common stock at a purchase price of $5.28 per share, subject to adjustment, and limited at any given time not to exceed a beneficial ownership of 4.99% of the total number of issued and outstanding shares of the Company’s common stock. The AGP Warrant is exercisable at any time on or after May 2, 2021 and on or prior to May 2, 2024. This issuance satisfies the Company’s obligation to AGP, as discussed in Note 11 – Derivative Liabilities. The newly issued AGP Warrant did not meet the requirements for equity classification due to the existence of a tender offer provision that could potentially result in cash settlement of the AGP Warrant that did not meet the limited exception in the case of a change-in-control. Accordingly, the AGP Warrant will continue to be liability-classified. C&H Capital Inc. Consulting Agreement On March 19, 2021, in satisfaction of accrued issuable equity owed to C&H Capital Inc. (“C&H Capital”) for services rendered related to investor relations and strategic planning, the Company issued 14,195 of shares of the Company’s restricted common stock to C&H Capital. Effective March 15, 2021, the Company entered into an amendment to the consulting agreement with C&H Capital. Pursuant to the amendment, as compensation for investor relations and strategic planning services, the Company issued 1,815 shares of the Company’s common stock which vest monthly over a one-year period to C&H Capital and the initial agreement with C&H Capital was terminated. Cantor Fitzgerald & Co. Litigation On April 4, 2021, the Company received a court summons in connection with the alleged breach of the Settlement Agreement pursuant to which CF&CO is currently pursuing litigation. The Company plans to file a response with the court pursuant to an extension that was granted to file an answer. EarlyBird Settlement Agreement On April 23, 2021, the Company settled the amounts due pursuant to a certain finder agreement entered into with EarlyBird on October 17, 2017 (the “Finder Agreement”). The Company’s Board of Directors determined it was in the best interests to settle all claims which had been made or could be made with respect to the Finder Agreement and entered into a settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company paid EarlyBird a cash payment of $275,000 and issued 225,000 shares of the Company’s restricted common stock to EarlyBird. Larsen Consulting Agreement On April 29, 2021, the Company entered into a consulting agreement with Glenn Larsen, the former Chief Executive Officer of 180 Therapeutics LP, to act in the capacity as negotiator for the licensing of four patents. In consideration for services provided, the Company agreed to compensate the consultant with $50,000 of its restricted common stock which vests upon the Company entering into a licensing transaction with the assistance of the consultant. Application for Forgiveness of the PPP Loan On May 19, 2021, the Company applied for loan forgiveness for the amount of $51,051 in connection to amounts borrowed by Katexco under the PPP. The result of the application has not yet been determined. Legal Action On May 17, 2021, Tyche Capital LLC (“Tyche”) filed a counterclaim against the Company alleging that it was the Company, rather than Tyche, that had breached the . Tyche also filed a Third Party Complaint against six third-party defendants, including three members of the Company's management, Sir Marc Feldman, Dr. James Woody, and Ozan Pamir, claiming that they allegedly breached fiduciary duties to Tyche with regards to the Guarantee and Commitment Agreement. The Company denies all of such claims, as do the three individual members of the Company's management, and will vigorously defend against all of Tyche's claims. University of Oxford Agreement On May 24, 2021, CannUK entered into another research agreement with Oxford (the “Fifth Oxford Agreement”), pursuant to which CannUK will sponsor work at the University of Oxford to conduct a multi-centre, randomised, double blind, parallel group, feasibility study of anti-TNF injection for the treatment of adults with frozen shoulder during the pain-predominant phase. CannUK, as the sponsor, agreed to make the following payments to Oxford: Milestone Amount Due Upon signing of the Fifth Oxford Agreement £ 70,546 6 months post signing of the Fifth Oxford Agreement £ 70,546 12 months post signing of the Fifth Oxford Agreement £ 70,546 24 months post signing of the Fifth Oxford Agreement £ 70,546 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“U.S. GAAP”). The Business Combination was accounted for as a reverse recapitalization, and 180 is deemed to be the accounting acquirer. Consequently, the assets and liabilities and the historical operations that are reflected in these consolidated financial statements prior to the Business Combination are those of 180 Life Corp. and its subsidiaries. The preferred stock, common stock, additional paid in capital and earnings per share amount in these consolidated financial statements for the period prior to the Business Combination have been restated to reflect the recapitalization in accordance with the shares issued to the shareholders of the former parent, 180 Life Corp. as a result of the Business Combination. |
Emerging Growth Company Disclosure Exemptions | Emerging Growth Company Disclosure Exemptions The Company qualifies as an “emerging growth company,” as defined in the JOBS Act. For so long as the Company remains an emerging growth company, it is permitted and plans to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These provisions include, but are not limited to: being permitted to have only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure; an exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; reduced disclosure obligations regarding executive compensation arrangements in our periodic reports, registration statements and proxy statements; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company intends to take advantage of the exemptions discussed above. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the consolidated accounts of Katexco prior to the Reorganization, the consolidated accounts of 180 Life Corp, which includes Katexco, CBR Pharma and 180 LP, between the Reorganization and the Business Combination, and, effective with the closing of the Business Combination, the consolidated accounts also include 180LS. All intercompany transactions and balances have been eliminated in consolidation |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, the fair value of equity shares, the valuation of derivative liabilities, the valuation allowance associated with income tax balances, the valuation of intangible assets in acquisition accounting, the useful lives of long-lived assets and the recovery of notes receivable and other assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates. |
Accounting for Business Combinations | Accounting for Business Combinations As required by U.S. GAAP, the Company records acquisitions under the acquisition method of accounting, under which the assets acquired and liabilities assumed are initially recorded at their respective fair values and any excess purchase price over the estimated fair value of net assets acquired is reflected as goodwill. The Company uses estimates and, in some instances, independent third-party valuation firms to assist in determining the fair values of assets acquired, liabilities assumed and contingent consideration, if any. Such estimates and valuations require significant assumptions, including projections of future events and operating performance. The estimated fair values are subject to change during the measurement period, which is limited to one year subsequent to the acquisition date. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries is the Canadian Dollar (“CAD”) or British Pound (“GBP”). Assets and liabilities are translated based on the exchange rates at the balance sheet date (0.7847 and 0.7689 for the CAD, 1.3649 and 1.3262 for the GBP as of December 31, 2020 and 2019, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7462 and 0.7568 for the CAD and 1.2843 and 1.2613 for the GBP for the years ended December 31, 2020 and 2019, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity (deficiency) as a component of accumulated other comprehensive income. Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the years ended December 31, 2020 and 2019, the Company recorded other comprehensive gain/(loss) of $459,622 and ($160,745), respectively, as a result of foreign currency translation adjustments. Foreign currency gains and losses resulting from transactions denominated in foreign currencies, including intercompany transactions, are included in results of operations. The Company recorded $1,030 and $7,652 of foreign currency transaction gains/(losses) for the years ended December 31, 2020 and 2019, respectively. Such amounts have been classified within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements. The Company had no cash equivalents at December 31, 2020 or 2019. As of December 31, 2020, the Company had bank accounts in the United States and the United Kingdom. The Company’s cash deposits in United States and English financial institutions may at times may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) or the Financial Services Compensation Scheme (“FSCS”) insurance limits, respectively. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. |
Intangible Assets and In-Process Research and Development (“IPR&D”) | Intangible Assets and In-Process Research and Development (“IPR&D”) Intangible assets consist of licensed patents held by Katexco as well as technology licenses acquired in connection with the Reorganization. Licensed patents are amortized over the remaining life of the patent. Technology licenses represent the fair value of licenses acquired for the development and commercialization of certain licenses and knowledge. The technology licenses are amortized on a straight-line basis over the estimated useful lives of the underlying patents. It will be necessary to monitor and possibly adjust the useful lives of the licensed patents and technology licenses depending on the results of the Company’s research and development activities. IPR&D assets represent the fair value assigned to technologies that were acquired on July 16, 2019 in connection with the Reorganization, which have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. During the period that the IPR&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may record a full or partial impairment charge related to the IPR&D assets, calculated as the excess of the carrying value of the IPR&D assets over their estimated fair value. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets and certain identifiable assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. An impairment exists when the carrying value of the long-lived asset is not recoverable and exceeds its estimated fair value. No impairment charges were recorded during the years ended December 31, 2020 and 2019, respectively. |
Goodwill | Goodwill Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. The Company reviews goodwill yearly, or more frequently whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered, for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, it is unnecessary to perform a quantitative analysis. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. As of December 31, 2020, the Company elected to bypass the qualitative assessment and conducted a quantitative assessment whereby it was determined the fair value of the reporting unit (which the Company concluded was the consolidated entity), exceeded the carrying value and, accordingly, there was no impairment of goodwill. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 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. 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. ASC 820 describes three levels of inputs that may be used to measure fair value: ● Level 1 - Quoted prices in active markets for identical assets or liabilities; ● Level 2 - Quoted prices for similar assets and liabilities in active markets or inputs that are observable; and ● Level 3 - Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of certain of the Company’s financial instruments, consisting primarily of notes receivable, loans payable and convertible notes payable, approximate their fair values as presented in these consolidated financial statements due to the short-term nature of those instruments. The Company’s derivative liabilities were valued using level 3 inputs (see Note 11 – Derivative Liabilities for additional information). |
Accrued Issuable Equity | Accrued Issuable Equity The Company records accrued issuable equity when it is contractually obligated to issue shares and there has been a delay in the issuance of such shares. Accrued issuable equity is recorded and carried at fair value with changes in its fair value recognized in the Company’s consolidated statements of operations. Once the underlying shares of common stock are issued, the accrued issuable equity is reclassified as of the share issuance date at the then current fair market value of the common stock. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and is estimated by management based on observations of the recent cash sales prices of common stock. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. |
Derivative Liabilities and Convertible Instruments | Derivative Liabilities and Convertible Instruments The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. Entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in other (expense) income, net in the consolidated statements of operations. In circumstances where there are multiple embedded instruments that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the balance sheet date. If the embedded conversion options do not require bifurcation, the Company then evaluates for the existence of a beneficial conversion feature by comparing the fair value of the Company’s underlying stock as of the commitment date to the effective conversion price of the instrument (the intrinsic value). Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption and are classified in interest expense in the consolidated statements of operations. Preferred stock discounts are only accreted to their redemption value if redemption becomes probable. Amendments to convertible instruments are evaluated as to whether they should be accounted for as a modification of the original instrument with no change to the accounting or, if the terms are substantially changed, as an extinguishment of the original instrument and the issuance of a new instrument. The Company has computed the fair value of warrants, options, convertible notes and convertible preferred stock issued using the Monte-Carlo and Black-Scholes option pricing models. The expected term used for warrants, convertible notes and convertible preferred stock are the contractual life and the expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Years Ended December 31, 2020 2019 Options 50,000 - Warrants 6,064,908 - Convertible debt (a) 932,614 682,908 Total potentially dilutive shares 7,047,522 682,908 (a) Represents shares issuable upon conversion of debt at variable conversion process, which were calculated using the fair value of the Company’s common stock at the respective balance sheet date. |
Research and Development | Research and Development Research and development expenses are charged to operations as incurred. During the years ended December 31, 2020 and 2019, the Company incurred $2,217,371 and $1,981,299, respectively, of research and development expenses. See Note 17 – Related Parties for more information on research and development expenses – related parties. See Note 3 for a discussion related to acquired IPR&D. |
Income Taxes | Income Taxes The Company accounts for income taxes under the provisions of ASC Topic 740 “Income Taxes” (“ASC 740”). The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations and comprehensive loss. |
Reclassifications | Reclassifications Certain prior period balances have been reclassified in order to conform to the current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. |
Subsequent Events | Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before these financial statements were issued. Based upon that evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 18 - Subsequent Events. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-03, “Codification Improvements to Financial Instruments” (“ASU 2020-03”). ASU 2020-03 improves and clarifies various financial instruments topics. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The Company adopted ASU 2020-03 upon issuance, which did not have a material effect on the Company’s consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) No 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminated the calculation of implied goodwill fair value. Under the amendments in this update, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company adopted ASU 2017-04 upon issuance and its adoption did not have a material impact on the Company’s consolidated financial statements. Recently Issued But Not Yet Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This amendment will be effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” (“ASU 2018-10”), ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” (“ASU 2018-11”) in July 2018, and ASU No. 2018-20 “Leases (Topic 842) - Narrow Scope Improvements for Lessors” (“ASU 2018-20”) in December 2018. ASU 2018-10 and ASU 2018-20 provide certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently evaluating these ASUs and their impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13 “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the FASB Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its financial position, results of operations and cash flows. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating ASU 2019-12 and its impact on its financial position, results of operations, and cash flows. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments — Credit Losses (Topic 326) and Leases (Topic 842) — Amendments to SEC Paragraphs Pursuant to Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date (“ASU 2020-02”) which provides clarifying guidance and minor updates to ASU No. 2016-13 — Financial Instruments — Credit Loss (Topic 326) (“ASU 2016-13”) and related to ASU No. 2016-02 — Leases (Topic 842). ASU 2020-02 amends the effective date of ASU 2016-13, such that ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company is currently evaluating ASU 2020-02 and its impact on its financial position, results of operations, and cash flows. In August 2020, the FASB issued ASU No. 2020-06 “Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Topic 815). The amendments in ASU 2020-06 are intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity by eliminating certain accounting models in Subtopic 470-20, for convertible debt instruments. Under the amendments in this update, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-on capital. A convertible debt instrument will be accounted for as a single liability measured at its amortized cost and convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing the separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate when applying the guidance in Topic 835, Interest. These amendments to the derivatives scope exception for contracts in an entity’s own equity change the population of contracts that are recognized as assets or liabilities. For a freestanding instrument, an entity should record it in equity if the instrument qualifies for the derivatives scope exception under the amendments. For an embedded feature, if the feature qualifies for the derivatives scope exception under the amendments, an entity should no longer separate the feature and account for it individually. The amendments in this Update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company is currently evaluating ASU 2020-06 and its impact on its financial position, results of operations, and cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of anti dilutive common shares | For the Years Ended December 31, 2020 2019 Options 50,000 - Warrants 6,064,908 - Convertible debt (a) 932,614 682,908 Total potentially dilutive shares 7,047,522 682,908 (a) Represents shares issuable upon conversion of debt at variable conversion process, which were calculated using the fair value of the Company’s common stock at the respective balance sheet date. |
Reorganization and Recapitali_2
Reorganization and Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of purchase price consideration paid to accounting acquirees | CBR Pharma 180 LP Total Debt assumed $ - $ 270,000 $ 270,000 Shares at fair value (a) 24,927,274 20,939,224 45,866,498 Total Purchase Consideration $ 24,927,274 $ 21,209,224 $ 46,136,498 |
Schedule of assets acquired and liabilities assumed, based on their fair values on acquisition date | CBR Pharma 180 Total Cash $ 47,268 $ 38,810 $ 86,078 Prepaid expenses (1) 126,606 595,849 722,455 Other receivables - 420,000 420,000 Deposits 86,192 - 86,192 Property and equipment 47,958 - 47,958 Technology licenses (2) 1,609,000 - 1,609,000 In process research and development (2) 1,584,000 10,943,000 12,527,000 Due from (to) related parties 783,593 (555,100 ) 228,493 Accounts payable and accrued expenses (1,528,894 ) (134,081 ) (1,662,976 ) Deferred income, related party (3) (36,537 ) (492,329 ) (528,866 ) Deferred tax liabilities (4) (832,000 ) (2,845,180 ) (3,677,180 ) Net fair value of assets acquired and liabilities assumed 1,887,186 7,970,969 9,858,154 Goodwill (2) 23,040,089 13,238,255 36,278,344 Total $ 24,927,275 $ 21,209,224 $ 46,136,498 |
Schedule of pro forma | For the December 31, Revenues $ - Operating loss $ (25,300,321 ) Net loss $ (29,437,823 ) |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of the assets acquired and the liabilities assumed in connection with the Business Combination | KBL Merger Cash $ 3,006,235 Prepaid expenses 57,748 Marketable securities held in Trust Account 10,373,857 Accounts payable and accrued expenses (4,722,933 ) Convertible notes payable, net of debt discount (2,504,045 ) Derivative liabilities (see Note 11) (3,945,365 ) Due to/from Related Party (201,859 ) Loans payable (10,000 ) Promissory note with 180 (496,161 ) Redemptions payable (9,006,493 ) Net fair value of assets acquired and liabilities assumed (6,813,017 ) Series A convertible preferred stock (see Note 15) (1,411,264 ) Effect of reverse recapitalization $ (8,860,281 ) |
Notes Receivable, Net (Tables)
Notes Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Schedule of notes receivable, net | As of 2020 2019 Notes receivable from KBL $ - $ 1,699,825 Provision for notes receivable from KBL - (1,699,825 ) Notes receivable, net $ - $ - |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of prepaid expenses | As of 2020 2019 Insurance $ 1,003,271 $ - Research and development expense tax credit receivable 409,470 211,740 Professional fees 104,080 115,166 Value-added tax receivable 37,751 43,352 Taxes 37,424 - Other 14,418 34,999 Research and development - 186,391 $ 1,606,414 $ 591,648 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Remaining Amortization Period In Years at As of December 31, 2020 As of December 31, 2019 December 31, Gross Asset Value Accumulated Amortization Net Carrying Value Gross Asset Value Accumulated Amortization Net Carrying Value Licensed patents 15.6 $ 592,608 $ (76,766 ) $ 515,842 $ 583,145 $ (43,314 ) $ 539,831 Technology license 18.5 1,652,469 (120,493 ) $ 1,531,976 1,619,107 (37,104 ) 1,582,003 $ 2,245,077 $ (197,259 ) $ 2,047,818 $ 2,202,252 $ (80,418 ) $ 2,121,834 |
Schedule of future amortization related to intangible assets | For the Years Ending December 31, 2021 $ 113,994 2022 113,994 2023 113,994 2024 113,994 2025 113,994 Thereafter 1,477,848 $ 2,047,818 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | For the Years Ended 2020 2019 Consulting fees $ 1,718,559 $ 613,115 Professional fees 1,261,751 459,084 Employee and director compensation 878,292 395,248 Interest 184,576 15,571 Other 45,321 3,003 Research and development fees 17,817 120,631 Travel expenses 4,600 - Patent costs - 84,814 $ 4,110,916 $ 1,691,466 |
Accrued Issuable Equity (Tables
Accrued Issuable Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Acrued Issuable Equity Textblock [Abstract] | |
Schedule of accrued issuable equity activity | Balance at January 1, 2019 $ 640,116 Reclassification to equity (979,365 ) Mark-to market 327,879 Effect of FX translation 11,370 Balance at December 31, 2019 - Additions 43,095 Reclassification to equity - Mark-to market - Balance at December 31, 2020 $ 43,095 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis | For the Year Ended December 31, 2020 Warrants Convertible Notes Preferred Stock Total Beginning balance as of January 1, 2020 $ - $ - $ - $ - Derivative liabilities assumed at date of Business Combination 2,754,865 23,500 1,167,000 3,945,365 Derecognition of derivative liabilities in connection with convertible note and preferred stock modifications and exchanges - (723,336 ) (2,033,068 ) (2,756,404 ) Issuance of derivative liabilities 1,219,700 218,000 1,437,700 Change in fair value of derivative liabilities 1,462,305 (294,064 ) 648,068 1,816,309 Ending balance as of December 31, 2020 $ 4,217,170 $ 225,800 $ - $ 4,442,970 |
Schedule of option pricing models to derivatives assumed | November 6, Riske free interest rate 0.08% - 0.40% Expected term (years) 0.26 - 5.01 Expected volatility 80% - 207% Expected dividends 0.00% November 25, Riske free interest rate 0.06% - 0.09% Expected term (years) 0.24 - 0.54 Expected volatility 115% - 160% Expected dividends 0.00% For the Year Ended December 31, Riske free interest rate 0.03% - 0.09% Expected term (years) 0.15 - 0.50 Expected volatility 105% - 150% Expected dividends 0.00% December 31, Riske free interest rate 0.00% - 0.36% Expected term (years) 0.11 - 4.85 Expected volatility 84% - 207% Expected dividends 0.00% |
Schedule of warrant activity | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, January 1, 2020 - $ - Issued 6,064,908 11.43 Outstanding, December 31, 2020 6,064,908 $ 11.43 4.9 $ - Exercisable, December 31, 2020 6,001,250 $ 11.50 4.9 $ - |
Schedule of information related to stock warrants | Warrants Outstanding Warrants Exercisable Outstanding Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 11.50 6,001,250 4.9 6,001,250 $ 5.28 63,658 - - 6,064,908 4.9 6,001,250 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Loans Payable [Abstract] | |
Schedule of current portion of loans payable | Simple December 31, December 31, Loan payable issued September 18, 2019 8% $ 50,000 $ 50,000 Loan payable issued October 29, 2019 8% 69,250 66,250 Loan payable issued February 5, 2020 8% 3,500 - Loan payable issued March 31, 2020 8% 4,537 - Loan payable issued June 8, 2020 8% 5,000 - Loan payable issued June 8, 2020 8% 5,000 - Kingsbrook loan issued June 12, 2020 15% 150,000 - Loan payable issued July 15, 2020 * 8% 4,695 - Loan payable issued October 13, 2020 8% 13,337 - Loan payable issued December 10, 2020 3% 655,594 - Current portion of PPP Loans (1) 1% 7,533 - $ 968,446 $ 116,250 |
Schedule of current portion of loans payable | Simple December 31, Maturity Rate 2020 Date PPP loan payable issued May 5, 2020 1.0% 51,051 5/4/2022 PPP loan payable issued April 24, 2020 1.0% 2,000 4/23/2022 BBLS loan payable issued June 10, 2020 2.5% 68,245 6/10/2026 Subtotal 121,296 Less: Current portion of PPP loans (see above) (7,533 ) $ 113,763 |
Schedule of related party loans payable | Simple December 31, December 31, Loan payable issued September 18, 2019 8% $ 50,000 $ 50,000 Loan payable issued October 8, 2019 0% 4,000 4,000 Loan payable issued October 20, 2019 * 8% 81,463 79,572 Loan payable issued October 28, 2019 * 8% 7,088 6,887 Loan payable issued October 29, 2019 8% 40,000 40,000 Loan payable issued October 29, 2019 8% 10,000 10,000 Loan payable issued November 27, 2019 * 8% 20,515 19,933 Loan payable issued December 11, 2019 8% 10,342 10,133 Loan payable issued January 14, 2020 8% 4,726 - Loan payable issued January 20, 2020 8% 137,382 - Loan payable issued January 30, 2020 * 8% 7,088 - Loan payable issued February 5, 2020 8% 3,500 - Loan payable issued February 28, 2020 * 8% 19,261 - Loan payable issued March 31, 2020 8% 4,537 - Loan payable issued April 2, 2020 8% 1,871 - Loan payable issued April 2, 2020 8% 1,564 - Loan payable issued April 13, 2020 8% 12,875 - Loan payable issued April 13, 2020 8% 12,905 - Loan payable issued April 27, 2020 * 8% 7,962 - Loan payable issued May 19, 2020 8% 2,152 - Loan payable issued May 30, 2020 * 8% 7,962 - Loan payable issued May 30, 2020 8% 7,890 - Loan payable issued June 17, 2020 8% 485 - Loan payable issued July 15, 2020 8% 5,503 - Loan payable issued August 25, 2020 * 8% 9,162 - Loan payable issued October 8, 2020 * 8% 8,796 - Loan payable issued October 15, 2020 8% 10,094 - Loan payable issued October 14, 2020 * 8% 4,544 - Loan payable issued October 1, 2020 * 8% 10,253 - Loan payable issued November 4, 2020 * 8% 9,162 - $ 513,082 $ 220,525 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable activity | For The Year Ended December 31, 2020 Effective Maturity Date 01/01/20 Debt Issued Debt Discount Amortization of Debt Discount Impact of Extinguishment Unpaid Interest Capitalized to Principal Amendment Conversions to Common Stock 12/31/20 Dominion Convertible Promissory Note 06/12/20 02/11/21 $ - $ 1,805,556 $ (722,966 ) $ 134,134 $ 588,832 $ - $ - $ (972,222 ) $ 833,334 Kingsbrook Convertible Promissory Note 06/12/20 02/11/21 - 1,796,411 (685,615 ) 127,227 558,388 - - (1,695,411 ) 101,000 Alpha Capital Convertible Promissory Note 06/12/20 02/11/21 - 1,111,111 (800,421 ) 94,786 705,635 - - (495,000 ) 616,111 Amended Senior Note 07/25/19 08/28/21 1,405,695 - - - - 104,418 (1,510,113 )[1] - - Amended Senior Note (1) 07/25/19 08/28/21 1,081,251 - - - - 123,681 563,847 [2] (1,768,779 ) - Bridge Note 12/27/19 08/28/21 250,000 - - - - - 25,000 [3] - 275,000 Bridge Note 01/03/20 08/28/21 - 82,500 - - - - 8,250 [3] - 90,750 Total $ 2,736,946 $ 4,795,578 $ (2,209,002 ) $ 356,147 $ 1,852,855 $ 228,099 $ (913,016 ) $ (4,931,412 ) $ 1,916,195 For the Year ended December 31, 2019 Effective Maturity Date 01/01/19 Debt Issued Debt Discount Amortization of Debt Discount Impact of Extinguishment Unpaid Interest Capitalized to Principal Amendment Conversions to Common Stock 12/31/19 Senior Note 07/25/19 08/28/21 $ - $ 1,025,000 $ - $ - $ - $ 56,251 $ - $ - $ 1,081,251 Amended Senior Note 07/25/19 08/28/21 - 900,000 - - - 49,390 456,305 - 1,405,695 Amended Senior Note 07/25/19 08/28/21 - 26,372 - - - 4,427 12,342 (43,141 ) - Bridge Note 12/27/19 08/28/21 - 250,000 - - - - - - 250,000 Total $ - $ 2,201,372 $ - $ - $ - $ 110,068 $ 468,647 $ (43,141 ) $ 2,736,946 |
Schedule of convertible notes payable related parties | For the year ended December 31, 2020 Effective Maturity Date 01/01/20 Debt Issued Unpaid Interest Capitalized to Principal Amendment Conversions to Common Stock 12/31/20 Amended Senior Notes (1) 07/25/19 08/28/21 $ 184,604 $ - $ 34,760 $ 51,396 (270,760 ) $ - 180 LP Convertible Note 09/24/13 09/25/15 160,000 - - - - 160,000 180 LP Convertible Note 06/16/14 06/16/17 10,000 - - - - 10,000 180 LP Convertible Note 07/08/14 07/08/17 100,000 - - - - 100,000 Total $ 454,604 $ - $ 34,760 $ 51,396 $ (270,760 ) $ 270,000 For the Year Ended December 31, 2019 Effective Maturity Date 01/01/19 Debt Issued Unpaid Interest Capitalized to Principal Amendment Conversions to Common Stock 12/31/19 Amended Senior Notes 07/25/19 08/28/21 $ - $ 175,000 $ 9,604 $ - - $ 184,604 180 LP Convertible Note 09/24/13 09/25/15 160,000 - - - - 160,000 180 LP Convertible Note 06/16/14 06/16/17 10,000 - - - - 10,000 180 LP Convertible Note 07/08/14 07/08/17 100,000 - - - - 100,000 Total $ 270,000 $ 175,000 $ 9,604 $ - $ - $ 454,604 |
Schedule of convertible promissory notes | Dominion Principal Debt Discount Net Balance at 12/31/19 $ - $ - $ - Assumption of Note 1,805,556 - 1,805,556 Debt discount at assumption - (722,966 ) (722,966 ) Amortization of debt discount - 134,134 134,134 Impact of extinguishment - 588,832 588,832 Impact of conversion (972,222 ) - (972,222 ) Balance at 12/31/20 $ 833,334 $ - $ 833,334 Kingsbrook Principal Debt Discount Net Balance at 12/31/19 $ - $ - $ - Assumption of Note 1,796,411 - 1,796,411 Debt discount at assumption - (685,615 ) (685,615 ) Amortization of debt discount - 127,227 127,227 Impact of extinguishment - 558,388 558,388 Impact of conversion (1,695,411 ) - (1,695,411 ) Balance at 12/31/20 $ 101,000 $ - $ 101,000 Alpha Principal Debt Discount Net Balance at 12/31/19 $ - $ - $ - Assumption of Note 1,111,111 - 1,111,111 Debt discount at assumption - (800,421 ) (800,421 ) Amortization of debt discount - 94,786 94,786 Impact of extinguishment - 705,635 705,635 Impact of conversion (495,000 ) - (495,000 ) Balance at 12/31/20 $ 616,111 $ - $ 616,111 |
Schedule of secured convertible promissory notes | Principal Balance Converted Interest Converted Derivative Liabilities Converted Total Amount Converted Common Shares Issued Fair Value of Shares Issued Loss on Extinguishment of Convertible Notes Dominion Convertible Promissory Note $ 972,222 $ 97,222 $ 201,216 $ 1,270,660 464,287 $ 1,275,525 $ 4,865 Kingsbrook Convertible Promissory Note 1,695,411 169,541 378,335 $ 2,243,287 816,769 2,198,155 (45,132 ) Alpha Capital Convertible Promissory Note 495,000 12,528 123,485 $ 631,013 238,572 691,304 60,291 Total $ 3,162,633 $ 279,291 $ 703,036 $ 4,144,960 1,519,628 $ 4,164,985 $ 20,025 |
Stockholders' Equity (Deficie_2
Stockholders' Equity (Deficiency) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of special voting shares activity | For the Years Ended December 31, 2020 2019 January 1 balance 2,990,904 - Shares issued - 2,990,904 Shares exchanged (1,521,157 ) - December 31 balance 1,469,747 2,990,904 |
Schedule of estimating the Black Scholes valuation method | Expected Term 5.27 years Volatility 100.0% Risk Free Rate 0.4% Annual Rate of Dividends 0.00% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax domestic and international components | For the Years Ended 2020 2019 Domestic $ (8,635,341 ) $ (18,288,861 ) International (2,269,144 ) (7,114,681 ) $ (10,904,485 ) $ (25,403,542 ) |
Schedule of iIncome tax benefits provision | For the Years Ended 2020 2019 Deferred tax benefits: Domestic: Federal $ 1,289,907 $ 969,769 State 427,689 321,576 International 541,614 663,972 2,259,210 1,955,317 Change in valuation allowance (2,238,783 ) (1,945,821 ) Net income tax benefit $ 20,427 $ 9,496 |
schedule of united states federal statutory rate | For the Years Ended 2020 2019 US Federal statutory rate 21.0 % 21.0 % Difference between domestic and foreign federal rates (0.6 %) (1.6 %) State and provincial taxes, net of federal benefits 6.0 % 8.3 % Permanent differences: Stock-based compensation (0.8 %) (14.6 %) Change in the fair value of derivatives and accrued issuable equity (4.6 %) (4.5 %) Loss on extinguishment (1.0 %) (0.8 %) Other 0.7 % (0.1 %) Change in valuation allowance (20.5 %) (7.7 %) Effective income tax rate 0.2 % 0.0 % |
Schedule of deferred tax assets and liabilities | As of 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 6,352,809 $ 4,131,288 Organizational costs deferred for tax purposes 3,068,651 - Reserve for uncollectible trade and notes receivable not currently deductible for tax purposes - 713,367 Accrued compensation not currently deductible 224,931 134,620 Other 62,828 - 9,709,220 4,979,276 Deferred tax liabilities: Difference between book and tax basis related to: Technology license (404,507 ) (394,824 ) Acquired in-process research and development (3,242,750 ) (3,277,935 ) Other (21,072 ) - (3,668,329 ) (3,672,759 ) Deferred tax assets and liabilities 6,040,891 1,306,517 Valuation allowance (9,709,220 ) (4,979,276 ) Deferred tax assets and liabilities, net $ (3,668,329 ) $ (3,672,759 ) |
Schedule of valuation deferred tax assets | For the Years Ended 2020 2019 Beginning of period $ (4,979,276 ) $ (942,251 ) Allowance established in connection with the recording of deferred tax assets acquired resulting from the following transactions: - Reorganization in 2019 described in Note 4 - (2,031,811 ) - Business combination in 2020 described in Note 5 (2,491,161 ) - Change in valuation pursuant to the tax provision (2,238,783 ) (1,945,821 ) True-up to a prior year’s tax return - (59,393 ) End of period $ (9,709,220 ) $ (4,979,276 ) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Schedule of measurements of warrant liabilities | February 23, Risk-free interest rate 0.59 % Expected term (years) 5.00 Expected volatility 85.0 % Expected dividends 0.0 % |
Schedule of agreed to payment | Milestone Amount Due Upon signing of the Fifth Oxford Agreement £ 70,546 6 months post signing of the Fifth Oxford Agreement £ 70,546 12 months post signing of the Fifth Oxford Agreement £ 70,546 24 months post signing of the Fifth Oxford Agreement £ 70,546 |
Going Concern and Management'_2
Going Concern and Management's Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (10,884,058) | $ (25,394,046) |
Cash used in operations | 3,871,961 | |
Accumulated deficit | 48,357,638 | |
Working capital | $ 17,406,356 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Foreign currency translation description | The functional currency of certain subsidiaries is the Canadian Dollar (“CAD”) or British Pound (“GBP”). Assets and liabilities are translated based on the exchange rates at the balance sheet date (0.7847 and 0.7689 for the CAD, 1.3649 and 1.3262 for the GBP as of December 31, 2020 and 2019, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7462 and 0.7568 for the CAD and 1.2843 and 1.2613 for the GBP for the years ended December 31, 2020 and 2019, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity (deficiency) as a component of accumulated other comprehensive income. | |
Other comprehensive gain (loss) | $ 459,622 | $ (160,745) |
Foreign currency transaction gain loss | 1,030 | 7,652 |
Research and development expenses | $ 2,217,371 | $ 1,981,299 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of anti dilutive common shares - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Schedule of anti dilutive common shares [Abstract] | |||
Options | 50,000 | ||
Warrants | 6,064,908 | ||
Convertible debt | [1] | 932,614 | 682,908 |
Total potentially dilutive shares | 7,047,522 | 682,908 | |
[1] | Represents shares issuable upon conversion of debt at variable conversion process, which were calculated using the fair value of the Company’s common stock at the respective balance sheet date. |
Reorganization and Recapitali_3
Reorganization and Recapitalization (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Restructuring and Related Activities [Abstract] | |
Reorganization description | the Company issued an aggregate of 9,881,785 shares of common stock, and 1 share of preferred stock which is exchangeable into an aggregate of 1,664,083 shares of common stock at the option of the holders, to the former shareholders of CBR Pharma and 180 LP, in exchange for 100% of the outstanding equity and equity equivalents of CBR Pharma and 180 LP. Of the 9,881,785 shares of common stock issued in connection with the Reorganization, 2,694,053 shares were issued to a consultant were subject to redemption by 180 LP (the “Contingently Redeemable Shares”) for an aggregate redemption price of $4.00 |
Shares of common stock | 3,965,059 |
Fair value of common stock equivalent | 1,326,830 |
Research and development expense (in Dollars) | $ | $ 588,349 |
Estimated tax rate | 26.00% |
Reorganization and Recapitali_4
Reorganization and Recapitalization (Details) - Schedule of purchase price consideration paid to accounting acquirees | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |
Debt assumed | $ 270,000 |
Shares at fair value | 45,866,498 |
Total Purchase Consideration | 46,136,498 |
CBR Pharma [Member] | |
Business Acquisition [Line Items] | |
Debt assumed | |
Shares at fair value | 24,927,274 |
Total Purchase Consideration | 24,927,274 |
180 LP [Member] | |
Business Acquisition [Line Items] | |
Debt assumed | 270,000 |
Shares at fair value | 20,939,224 |
Total Purchase Consideration | $ 21,209,224 |
Reorganization and Recapitali_5
Reorganization and Recapitalization (Details) - Schedule of assets acquired and liabilities assumed, based on their fair values on acquisition date | Dec. 31, 2020USD ($) | |
Reorganization and Recapitalization (Details) - Schedule of assets acquired and liabilities assumed, based on their fair values on acquisition date [Line Items] | ||
Cash | $ 86,078 | |
Prepaid expenses | 722,455 | [1] |
Other receivables | 420,000 | |
Deposits | 86,192 | |
Property and equipment | 47,958 | |
Technology licenses | 1,609,000 | [2] |
In process research and development | 12,527,000 | [2] |
Due from (to) related parties | 228,493 | |
Accounts payable and accrued expenses | (1,662,976) | |
Deferred income, related party | (528,866) | [3] |
Deferred tax liabilities | (3,677,180) | [4] |
Net fair value of assets acquired and liabilities assumed | 9,858,154 | |
Goodwill | 36,278,344 | [2] |
Total | 46,136,498 | |
CBR Pharma [Member] | ||
Reorganization and Recapitalization (Details) - Schedule of assets acquired and liabilities assumed, based on their fair values on acquisition date [Line Items] | ||
Cash | 47,268 | |
Prepaid expenses | 126,606 | [1] |
Other receivables | ||
Deposits | 86,192 | |
Property and equipment | 47,958 | |
Technology licenses | 1,609,000 | [2] |
In process research and development | 1,584,000 | [2] |
Due from (to) related parties | 783,593 | |
Accounts payable and accrued expenses | (1,528,894) | |
Deferred income, related party | (36,537) | [3] |
Deferred tax liabilities | (832,000) | [4] |
Net fair value of assets acquired and liabilities assumed | 1,887,186 | |
Goodwill | 23,040,089 | [2] |
Total | 24,927,275 | |
180 [Member] | ||
Reorganization and Recapitalization (Details) - Schedule of assets acquired and liabilities assumed, based on their fair values on acquisition date [Line Items] | ||
Cash | 38,810 | |
Prepaid expenses | 595,849 | [1] |
Other receivables | 420,000 | |
Deposits | ||
Property and equipment | ||
Technology licenses | [2] | |
In process research and development | 10,943,000 | [2] |
Due from (to) related parties | (555,100) | |
Accounts payable and accrued expenses | (134,081) | |
Deferred income, related party | (492,329) | [3] |
Deferred tax liabilities | (2,845,180) | [4] |
Net fair value of assets acquired and liabilities assumed | 7,970,969 | |
Goodwill | 13,238,255 | [2] |
Total | $ 21,209,224 | |
[1] | Includes $588,349 related to prepaid research and development expenses with Oxford University. See Note 14 – Commitments and Contingencies. | |
[2] | Changes in the balance of technology licenses, in process research and development and goodwill reflected on the balance sheet are the result of the impact of the change in foreign currency exchange rates. | |
[3] | Represents deferred income associated with the 360 Life Sciences Corp. agreement (formerly known as the “Reformation Pharmaceuticals” agreement). See Note 14 – Commitments and Contingencies. | |
[4] | See Note 16 – Income Taxes for more information on deferred tax liabilities. |
Reorganization and Recapitali_6
Reorganization and Recapitalization (Details) - Schedule of pro forma | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Schedule of pro forma [Abstract] | |
Revenues | |
Operating loss | (25,300,321) |
Net loss | $ (29,437,823) |
Business Combination (Details)
Business Combination (Details) | Nov. 06, 2020shares |
Business Combination (Details) [Line Items] | |
Shares of common stock | 2 |
Shares of common stock outstanding | 1,763,652 |
KBL [Member] | |
Business Combination (Details) [Line Items] | |
Shares of common stock outstanding | 6,928,645 |
Prior [Member] | |
Business Combination (Details) [Line Items] | |
Shares of common stock | 15,736,348 |
Business Combination (Details)
Business Combination (Details) - Schedule of the assets acquired and the liabilities assumed in connection with the Business Combination | Dec. 31, 2020USD ($) |
Schedule of the assets acquired and the liabilities assumed in connection with the Business Combination [Abstract] | |
Cash | $ 3,006,235 |
Prepaid expenses | 57,748 |
Marketable securities held in Trust Account | 10,373,857 |
Accounts payable and accrued expenses | (4,722,933) |
Convertible notes payable, net of debt discount | (2,504,045) |
Derivative liabilities (see Note 11) | (3,945,365) |
Due to/from Related Party | (201,859) |
Loans payable | (10,000) |
Promissory note with 180 | (496,161) |
Redemptions payable | (9,006,493) |
Net fair value of assets acquired and liabilities assumed | (6,813,017) |
Series A convertible preferred stock (see Note 15) | (1,411,264) |
Effect of reverse recapitalization | $ (8,860,281) |
Notes Receivable, Net (Details)
Notes Receivable, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | ||
Notes receivable | $ 1,699,825 | |
Proceeds from repayments of notes receivable | $ 1,203,750 | |
Allowance for Loan and Lease Losses Write-offs, Net | 1,699,825 | $ 649,825 |
Bad debt expenses | $ 1,050,000 |
Notes Receivable, Net (Detail_2
Notes Receivable, Net (Details) - Schedule of notes receivable, net - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of notes receivable, net [Abstract] | ||
Notes receivable from KBL | $ 1,699,825 | |
Provision for notes receivable from KBL | (1,699,825) | |
Notes receivable, net |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of prepaid expenses [Abstract] | ||
Insurance | $ 1,003,271 | |
Research and development expense tax credit receivable | 409,470 | $ 211,740 |
Professional fees | 104,080 | 115,166 |
Value-added tax receivable | 37,751 | 43,352 |
Taxes | 37,424 | |
Other | 14,418 | 34,999 |
Research and development | 186,391 | |
Total | $ 1,606,414 | $ 591,648 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 116,841 | $ 62,589 |
Intangible Assets (Details) -
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross asset value | $ 2,245,077 | $ 2,202,252 |
Accumulated amortization | (197,259) | (80,418) |
Net carrying value | $ 2,047,818 | 2,121,834 |
Licensed patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining amortization period in years | 15 years 219 days | |
Gross asset value | $ 592,608 | 583,145 |
Accumulated amortization | (76,766) | (43,314) |
Net carrying value | $ 515,842 | 539,831 |
Technology license [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining amortization period in years | 18 years 6 months | |
Gross asset value | $ 1,652,469 | 1,619,107 |
Accumulated amortization | (120,493) | (37,104) |
Net carrying value | $ 1,531,976 | $ 1,582,003 |
Intangible Assets (Details) _2
Intangible Assets (Details) - Schedule of future amortization related to intangible assets | Dec. 31, 2020USD ($) |
Schedule of future amortization related to intangible assets [Abstract] | |
2021 | $ 113,994 |
2022 | 113,994 |
2023 | 113,994 |
2024 | 113,994 |
2025 | 113,994 |
Thereafter | 1,477,848 |
Total | $ 2,047,818 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Accrued expenses related parties | $ 454,951 | $ 177,074 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of accrued expenses [Abstract] | ||
Consulting fees | $ 1,718,559 | $ 613,115 |
Professional fees | 1,261,751 | 459,084 |
Employee and director compensation | 878,292 | 395,248 |
Interest | 184,576 | 15,571 |
Other | 45,321 | 3,003 |
Research and development fees | 17,817 | 120,631 |
Travel expenses | 4,600 | |
Patent costs | 84,814 | |
Total | $ 4,110,916 | $ 1,691,466 |
Accrued Issuable Equity (Detail
Accrued Issuable Equity (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Acrued Issuable Equity Textblock [Abstract] | |
Aggregate value of common shares on monthly basis | $ 5,000 |
Aggregate value of common shares at end of each quarter | 30,000 |
Accrued issuable equity related to services | $ 43,095 |
Accrued Issuable Equity (Deta_2
Accrued Issuable Equity (Details) - Schedule of accrued issuable equity activity - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of accrued issuable equity activity [Abstract] | ||
Balance at beginning | $ 640,116 | |
Balance at Ending | 43,095 | |
Additions | 43,095 | |
Reclassification to equity | (979,365) | |
Mark-to market | 327,879 | |
Effect of FX translation | $ 11,370 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | Nov. 06, 2020 | Dec. 31, 2020 | Nov. 25, 2020 |
Derivative Liabilities (Details) [Line Items] | |||
Aggregate amount | $ 1,773,000 | ||
Fair value derivative liabilities | $ 23,500 | $ 20,300 | |
Reduction in derivative value | 3,200 | ||
Fair value of derivative liabilities derecognized | 1,219,700 | ||
Aggregate reduction | 290,864 | ||
Fair value of bifurcated derivative liabilities | 703,036 | ||
Fair value of derivative liabilities | 225,800 | ||
Fair value of warrants | 7,294,836 | ||
AGP Warrants [Member] | |||
Derivative Liabilities (Details) [Line Items] | |||
Aggregate amount | 188,940 | ||
Purchase of warrants (in Shares) | 63,658 | ||
Exercise price (in Dollars per share) | $ 5.28 | ||
Business combination warrants value | 188,940 | ||
Fair value of warrants | 165,895 | ||
Change in fair value | 23,045 | ||
Public Warrants [Member] | |||
Derivative Liabilities (Details) [Line Items] | |||
Aggregate amount | 1,978,000 | ||
Private Warrants [Member] | |||
Derivative Liabilities (Details) [Line Items] | |||
Aggregate amount | 587,925 | ||
Convertible Notes Payable [Member] | |||
Derivative Liabilities (Details) [Line Items] | |||
Aggregate amount | 23,500 | ||
Series A Preferred Stock [Member] | |||
Derivative Liabilities (Details) [Line Items] | |||
Aggregate amount | 531,000 | ||
Convertible Preferred Stock [Member] | Convertible Notes Payable [Member] | |||
Derivative Liabilities (Details) [Line Items] | |||
Aggregate amount | 1,318,704 | ||
Public Warrants [Member] | |||
Derivative Liabilities (Details) [Line Items] | |||
Business combination warrants value | 1,978,000 | ||
Fair value of warrants | 3,795,000 | ||
Change in fair value | $ 1,817,000 | ||
Warrant, description | Each Public Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share), subject to adjustment. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants are currently exercisable and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants, in whole and not in part, at a price of $0.01 per Public Warrant upon 30 days’ notice (“30-day redemption period”), only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement with respect to the shares of common stock underlying such Public Warrants and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. | ||
Private Warrants [Member] | |||
Derivative Liabilities (Details) [Line Items] | |||
Business combination warrants value | $ 587,925 | ||
Fair value of warrants | 256,275 | ||
Change in fair value | $ 331,650 | ||
Warrant, description | Each Private Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share), subject to adjustment. No fractional shares will be issued upon exercise of the warrants. The Private Warrants are currently exercisable and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Private Warrants are non-redeemable so long as they are held by original holders or their permitted transferees. If the Private Warrants are held by other parties, the Company may redeem the Private Warrants, in whole and not in part, at a price of $0.01 per Warrant upon 30 days’ notice (“30-day redemption period”), only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement with respect to the shares of common stock underlying such Warrants and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. | ||
IPO [Member] | Public Warrants [Member] | |||
Derivative Liabilities (Details) [Line Items] | |||
Aggregate amount (in Shares) | 11,500,000 | ||
Private Placement [Member] | Private Warrants [Member] | |||
Derivative Liabilities (Details) [Line Items] | |||
Aggregate amount (in Shares) | 502,500 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | |
Derivative liabilities assumed at date of Business Combination | 3,945,365 |
Derecognition of derivative liabilities in connection with convertible note and preferred stock modifications and exchanges | (2,756,404) |
Issuance of derivative liabilities | 1,437,700 |
Change in fair value of derivative liabilities | 1,816,309 |
Ending Balance | 4,442,970 |
Convertible Notes [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | |
Derivative liabilities assumed at date of Business Combination | 23,500 |
Derecognition of derivative liabilities in connection with convertible note and preferred stock modifications and exchanges | (723,336) |
Issuance of derivative liabilities | 1,219,700 |
Change in fair value of derivative liabilities | (294,064) |
Ending Balance | 225,800 |
Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | |
Derivative liabilities assumed at date of Business Combination | 2,754,865 |
Derecognition of derivative liabilities in connection with convertible note and preferred stock modifications and exchanges | |
Change in fair value of derivative liabilities | 1,462,305 |
Ending Balance | 4,217,170 |
Preferred Stock [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | |
Derivative liabilities assumed at date of Business Combination | 1,167,000 |
Derecognition of derivative liabilities in connection with convertible note and preferred stock modifications and exchanges | (2,033,068) |
Issuance of derivative liabilities | 218,000 |
Change in fair value of derivative liabilities | 648,068 |
Ending Balance |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of option pricing models to derivatives assumed | Nov. 25, 2020 | Nov. 06, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||||
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||||
Riske free interest rate | 0.06% | 0.08% | 0.03% | 0.00% |
Expected term (years) | 87 days | 94 days | 54 days | 40 days |
Expected volatility | 115.00% | 80.00% | 105.00% | 84.00% |
Maximum [Member] | ||||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||||
Riske free interest rate | 0.09% | 0.40% | 0.09% | 0.36% |
Expected term (years) | 197 days | 5 years 3 days | 6 months | 4 years 310 days |
Expected volatility | 160.00% | 207.00% | 150.00% | 207.00% |
Derivative Liabilities (Detai_4
Derivative Liabilities (Details) - Schedule of warrant activity | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Schedule of warrant activity [Abstract] | |
Number of Warrants outstanding beginning | shares | |
Weighted Average Exercise Price outstanding beginning | $ / shares | |
Number of Warrants Issued | shares | 6,064,908 |
Weighted Average Exercise Price Issued | $ / shares | $ 11.43 |
Number of Warrants outstanding ending | shares | 6,064,908 |
Weighted Average Exercise Price outstanding ending | $ / shares | $ 11.43 |
Weighted Average Remaining Life In Years outstanding ending | 4 years 328 days |
Aggregate Intrinsic Value outstanding ending | $ | |
Number of Warrants Exercisable | shares | 6,001,250 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 11.50 |
Weighted Average Remaining Life In Years Exercisable | 4 years 328 days |
Aggregate Intrinsic Value Exercisable | $ |
Derivative Liabilities (Detai_5
Derivative Liabilities (Details) - Schedule of information related to stock warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding Number of Warrants | 6,064,908 | |
Warrants Exercisable Weighted Average Remaining Life In Years | 4 years 328 days | |
Warrants Exercisable Number of Warrants | 6,001,250 | |
11.50 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 11.50 | |
Warrants Outstanding Number of Warrants | 6,001,250 | |
Warrants Exercisable Weighted Average Remaining Life In Years | 4 years 328 days | |
Warrants Exercisable Number of Warrants | 6,001,250 | |
5.28 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 5.28 | |
Warrants Outstanding Number of Warrants | 63,658 |
Loans Payable (Details)
Loans Payable (Details) | Jun. 12, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020GBP (£) | Dec. 31, 2019USD ($) | Jan. 31, 2020USD ($) |
Loans Payable (Details) [Line Items] | |||||
Accrued interest | $ 184,576 | $ 15,571 | |||
Maximum loan amount (in Pounds) | £ | £ 50,000 | ||||
Loans payable percentage | 10.00% | 10.00% | |||
Interest expense on loans payable, description. | the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $23,709 and $35,973, respectively. During the year ended December 31, 2019, the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $2,055 and $3,086, respectively. As of December 31, 2020, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $24,824 and $37,539, respectively. As of December 31, 2019, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $2,055 and $3,086, respectively. See Note 17 — Related Parties for additional details. | the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $23,709 and $35,973, respectively. During the year ended December 31, 2019, the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $2,055 and $3,086, respectively. As of December 31, 2020, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $24,824 and $37,539, respectively. As of December 31, 2019, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $2,055 and $3,086, respectively. See Note 17 — Related Parties for additional details. | |||
Bounce Back Loan Scheme [Member] | |||||
Loans Payable (Details) [Line Items] | |||||
Interest percentage | 2.50% | ||||
Accrued interest | $ 702 | £ 514 | |||
Interest expense | 514 | 702 | |||
Cash proceed | 64,353 | £ 50,000 | |||
PPP Loans [Member] | |||||
Loans Payable (Details) [Line Items] | |||||
Accretion of principal on notes payable | $ 3,000 | ||||
Maturity date | Aug. 31, 2021 | ||||
Aggregate principal amount | $ 150,000 | ||||
Interest percentage | 15.00% | ||||
Loan proceeds | $ 53,051 | ||||
Interest percentage | 1.00% | ||||
Accrued interest | 354 | ||||
Interest expense | $ 354 | $ 0 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of current portion of loans payable - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Loan payable issued September 18,2019 | |||
Debt Instrument [Line Items] | |||
Simple interest rate | 8.00% | ||
Loans payable current portion | $ 50,000 | $ 50,000 | |
Loan payable issued October 29, 2019 | |||
Debt Instrument [Line Items] | |||
Simple interest rate | 8.00% | ||
Loans payable current portion | $ 69,250 | 66,250 | |
Loan payable issued February 5, 2020 | |||
Debt Instrument [Line Items] | |||
Simple interest rate | 8.00% | ||
Loans payable current portion | $ 3,500 | ||
Loan payable issued March 31, 2020 | |||
Debt Instrument [Line Items] | |||
Simple interest rate | 8.00% | ||
Loans payable current portion | $ 4,537 | ||
Loan payable issued June 8, 2020 | |||
Debt Instrument [Line Items] | |||
Simple interest rate | 8.00% | ||
Loans payable current portion | $ 5,000 | ||
Loan payable issued June 8, 2020 | |||
Debt Instrument [Line Items] | |||
Simple interest rate | 8.00% | ||
Loans payable current portion | $ 5,000 | ||
Kingsbrook loan issued June 12, 2020 | |||
Debt Instrument [Line Items] | |||
Simple interest rate | 15.00% | ||
Loans payable current portion | $ 150,000 | ||
Loan payable issued July 15, 2020 | |||
Debt Instrument [Line Items] | |||
Simple interest rate | [1] | 8.00% | |
Loans payable current portion | [1] | $ 4,695 | |
Loan payable issued October 13, 2020 | |||
Debt Instrument [Line Items] | |||
Simple interest rate | 8.00% | ||
Loans payable current portion | $ 13,337 | ||
Loan payable issued December 10, 2020 | |||
Debt Instrument [Line Items] | |||
Simple interest rate | 3.00% | ||
Loans payable current portion | $ 655,594 | ||
Current portion of PPP Loans [Member] | |||
Debt Instrument [Line Items] | |||
Simple interest rate | [2] | 1.00% | |
Loans payable current portion | [2] | $ 7,533 | |
Loans payable [Member] | |||
Debt Instrument [Line Items] | |||
Loans payable current portion | $ 968,446 | $ 116,250 | |
[1] | These loans are denominated in currencies other than USD. | ||
[2] | See Loans Payable, Non-Current Portion for a description of the PPP Loans. |
Loans Payable (Details) - Sch_2
Loans Payable (Details) - Schedule of non-current loans payable | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Loans Payable (Details) - Schedule of non-current loans payable [Line Items] | |
Loans payable Non current portion | $ 121,296 |
Less: Current portion of PPP loans (see above) | (7,533) |
Total | $ 113,763 |
PPP loan payable issued May 5, 2020 | |
Loans Payable (Details) - Schedule of non-current loans payable [Line Items] | |
Simple interest rate | 1.00% |
Loans payable Non current portion | $ 51,051 |
Maturity date | May 4, 2022 |
PPP loan payable issued April 24, 2020 | |
Loans Payable (Details) - Schedule of non-current loans payable [Line Items] | |
Simple interest rate | 1.00% |
Loans payable Non current portion | $ 2,000 |
Maturity date | Apr. 23, 2022 |
BBLS loan payable issued June 10, 2020 | |
Loans Payable (Details) - Schedule of non-current loans payable [Line Items] | |
Simple interest rate | 2.50% |
Loans payable Non current portion | $ 68,245 |
Maturity date | Jun. 10, 2026 |
Loans Payable (Details) - Sch_3
Loans Payable (Details) - Schedule of related party loans payable - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Related Party Transaction [Line Items] | |||
Loans payable, related parties | $ 513,082 | $ 220,525 | |
Loan payable issued September 18, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 50,000 | 50,000 | |
Loan payable issued October 8, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 0.00% | ||
Loans payable, related parties | $ 4,000 | 4,000 | |
Loan payable issued October 20, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 81,463 | 79,572 |
Loan payable issued October 28, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 7,088 | 6,887 |
Loan payable issued October 29, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 40,000 | 40,000 | |
Loan payable issued October 29, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 10,000 | 10,000 | |
Loan payable issued November 27, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 20,515 | 19,933 |
Loan payable issued December 11, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 10,342 | 10,133 | |
Loan payable issued January 14, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 4,726 | ||
Loan payable issued January 20, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 137,382 | ||
Loan payable issued January 30, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 7,088 | |
Loan payable issued February 5, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 3,500 | ||
Loan payable issued February 28, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 19,261 | |
Loan payable issued March 31, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 4,537 | ||
Loan payable issued April 2, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 1,871 | ||
Loan payable issued April 2, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 1,564 | ||
Loan payable issued April 13, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 12,875 | ||
Loan payable issued April 13, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 12,905 | ||
Loan payable issued April 27, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 7,962 | |
Loan payable issued May 19, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 2,152 | ||
Loan payable issued May 30, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 7,962 | |
Loan payable issued May 30, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 7,890 | ||
Loan payable issued June 17, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 485 | ||
Loan payable issued July 15, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 5,503 | ||
Loan payable issued August 25, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 9,162 | |
Loan payable issued October 8, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 8,796 | |
Loan payable issued October 15, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 10,094 | ||
Loan payable issued October 14, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 4,544 | |
Loan payable issued October 1, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 10,253 | |
Loan payable issued November 4, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 9,162 | |
[1] | These loans are denominated in currencies other than USD. |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Nov. 06, 2020 | Oct. 07, 2020 | Sep. 08, 2020 | Jul. 07, 2020 | Jun. 12, 2020 | Jan. 13, 2020 | Jan. 03, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Nov. 25, 2020 | Jun. 29, 2020 | Dec. 27, 2019 | Jul. 25, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Prepaid research and development expenses | $ 2,217,371 | $ 1,981,299 | ||||||||||||||
Debt discount | $ 722,996 | |||||||||||||||
Annual rate, description | annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%) (including 10% guaranteed interest), with principal and accrued interest on the Dominion Convertible Promissory Notes due and payable on February 11, 2021 (the “Dominion Maturity Date”), unless converted under terms and provisions as set forth within the Dominion Convertible Promissory Notes. The Dominion Convertible Promissory Notes provide Dominion with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $5.28 per share. The Dominion Convertible Promissory Notes require the Company to reserve at least 868,056 and 114,584 shares of common stock from its authorized and unissued common stock to provide for all issuances of common stock under the 10% Secured Convertible Promissory Note and 10% Senior Secured Convertible Extension Promissory Note, respectively. However, the Dominion Convertible Promissory Notes provide that the aggregate number of shares of common stock issued to the Dominion under the Dominion Convertible Promissory Notes shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the “the Beneficial Ownership Limitation”). Dominion, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Dominion Convertible Promissory Notes held by Dominion. | |||||||||||||||
Percentage of gross proceeds | 50.00% | |||||||||||||||
Late fee | 10.00% | |||||||||||||||
Monthly default interest rate | 2.00% | |||||||||||||||
Interest expense on convertible debt | $ 915,371 | 123,112 | ||||||||||||||
Amortization of debt discount | $ 356,179 | |||||||||||||||
Convertible promissory note, description | KBL entered into a $1,111,111 10% Secured Convertible Promissory Note (the “Alpha Convertible Promissory Note”) with Alpha Capital Anstalt (“Alpha”), which was issued to the Holder in conjunction with 100,000 shares of common stock (the “Alpha Capital Anstalt Commitment Shares”). The Alpha Convertible Promissory Notes had a debt discount due to original issue discount, third-party fees directly attributed to the issuance, a derivative liability, a beneficial conversion feature and warrants. The debt discount assumed at the Business Combination for this note was $800,421, which is being amortized to interest expense over the term of the debt. See Note 11 – Derivative Liabilities for more information on the derivative liabilities related to this note. | KBL entered into a $1,657,522 10% Secured Convertible Promissory Note and $138,889 10% Senior Secured Convertible Extension Promissory Note (together the “Kingsbrook Convertible Promissory Notes”) with Kingsbrook Opportunities Master Fund LP (“Kingsbrook”), which was issued to Kingsbrook in conjunction with 250,000 shares of common stock (the “Kingsbrook Commitment Shares”). The Kingsbrook Convertible Promissory Notes had a debt discount due to original issue discount, third-party fees directly attributed to the issuance, a derivative liability, a beneficial conversion feature and warrants. The debt discount assumed at the Business Combination for this note was $685,615, which is being amortized to interest expense over the term of the debt. See Note 11 – Derivative Liabilities for more information on the derivative liabilities related to this note. The Company has agreed to pay the principal amount, together with guaranteed interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%), with principal and accrued interest on the Kingsbrook Convertible Promissory Notes due and payable on February 11, 2021 (the “Maturity Date”), unless converted under terms and provisions as set forth within the Kingsbrook Convertible Promissory Notes. The Kingsbrook Convertible Promissory Notes provide Kingsbrook with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $5.28 per share. The Kingsbrook Convertible Promissory Notes require the Company to reserve at least 1,823,275 and 114,584 shares of common stock from its authorized and unissued common stock to provide for all issuances of common stock under the 10% Secured Convertible Promissory Note and 10% Senior Secured Convertible Extension Promissory Note, respectively. However, the Kingsbrook Convertible Promissory Notes provide that the aggregate number of shares of common stock issued to Kingsbrook under the Kingsbrook Convertible Promissory Notes shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the “the Beneficial Ownership Limitation”). Kingsbrook, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Kingsbrook Convertible Promissory Notes held by Kingsbrook. On the 10th day following the Company consummating any public or private offering of any securities or other financing or capital-raising transaction of any kind (each a “Subsequent Offering”) on any date other than the Maturity Date, the Company shall, subject to Kingsbrook’s conversion rights set forth in the note, pay to Kingsbrook in cash an amount equal to the Mandatory Prepayment Amount but in no event greater than fifty percent (50%) of the gross proceeds from the Subsequent Offering. Immediately on and after the occurrence of any Event of Default, without need for notice or demand all of which are waived, interest on this Note shall accrue and be owed daily at an increased interest rate equal to the lesser of two percent (2.0%) per month (twenty-four percent (24.0%) per annum) or the maximum rate permitted under applicable law. In addition, in any Event of Default, the Company must pay a mandatory default amount equal to one hundred thirty percent (130%) of the sum of the outstanding principal amount of the Kingsbrook Convertible Notes at such time and all accrued interest unpaid at such time (including any minimum interest amount remaining outstanding on such principal amount as of such time) and (b) all other amounts, costs, fees (including late fees), expenses, indemnification and liquidated and other damages and other amounts due to Kingsbrook or any other party in respect of the Kingsbrook Convertible Promissory Notes. The Kingsbrook Convertible Promissory Notes also contain a provision whereby Kingsbrook is due a minimum interest amount or make whole amount meaning on any date and with respect to any principal amount owing under the Kingsbrook Convertible Promissory Notes, the difference between (a) 10% of such principal amount, representing a full year of interest payments thereunder and (b) any payment of interest made prior to such date with respect to such principal amount. To be free from doubt, the minimum interest amount is only applicable for the initial 12 month period from the Issue Date. During the year ended December 31, 2020, the Company recorded interest expense and amortization of debt discount of $61,315 and $127,228, respectively, and accrued interest of $0 as of December 31, 2020 associated with the Kingsbrook Convertible Promissory Notes. See Convertible Debt Conversions of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes further on in this note for the details related to the 2020 conversions of the notes. See Note 18 - Subsequent Event for information related to the conversions of the convertible notes that occurred subsequent to December 31, 2020. Alpha Convertible Promissory Note Alpha Principal Debt Discount Net Balance at 12/31/19 $- $- $- Assumption of Note 1,111,111 - 1,111,111 Debt discount at assumption - (800,421) (800,421) Amortization of debt discount - 94,786 94,786 Impact of extinguishment - 705,635 705,635 Impact of conversion (495,000) - (495,000) Balance at 12/31/20 $616,111 $- $616,111 On September 8, 2020 (the “Alpha Issue Date”), KBL entered into a $1,111,111 10% Secured Convertible Promissory Note (the “Alpha Convertible Promissory Note”) with Alpha Capital Anstalt (“Alpha”), which was issued to the Holder in conjunction with 100,000 shares of common stock (the “Alpha Capital Anstalt Commitment Shares”). The Alpha Convertible Promissory Notes had a debt discount due to original issue discount, third-party fees directly attributed to the issuance, a derivative liability, a beneficial conversion feature and warrants. The debt discount assumed at the Business Combination for this note was $800,421, which is being amortized to interest expense over the term of the debt. See Note 11 – Derivative Liabilities for more information on the derivative liabilities related to this note. | guaranteed interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%), with principal and accrued interest on the Alpha Convertible Promissory Note due and payable on April 7, 2021 (the “Maturity Date”), unless converted under terms and provisions as set forth within the Alpha Capital Anstalt Convertible Note. The Alpha Convertible Promissory Note provides Alpha with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $5.28 per share. The Alpha Convertible Promissory Note provides that the aggregate number of shares of common stock issued to Alpha under the Alpha Convertible Promissory Note shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the “the Beneficial Ownership Limitation”). Alpha, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Alpha Convertible Promissory Note held by Alpha. | |||||||||||||
Percentage of mandatory default amount | 130.00% | |||||||||||||||
Percentage of debt carrying value | 10.00% | |||||||||||||||
Amortization of debt discount | $ 127,228 | |||||||||||||||
Percentage of gross proceeds | 50.00% | |||||||||||||||
Outstanding principal, description | 130% of the outstanding principal amount and accrued interest (including 10% minimum interest, discussed below), and other fees, expenses amounts due under any other transaction document; and (ii) divided by the lowest volume weighted average price of the Company’s Common Stock during the five trading day period ending on the trading day immediately prior to the dated of determination (subject to a floor of $2.00), and multiplied by the highest closing price for the Company’s common stock during the period beginning on the first date that an event of default occurred. A holder has made claims regarding an alleged Event of Default and the Company is in discussions with such note holder. The Alpha Convertible Promissory Note also contains a provision whereby Alpha is due a minimum interest amount or make whole amount meaning on any date and with respect to any principal amount owing under the Alpha Convertible Promissory Note, the difference between (a) 10% of such principal amount, representing a full year of interest payments thereunder and (b) any payment of interest made prior to such date with respect to such principal amount. To be free from doubt, the minimum interest amount is only applicable for the initial 12 month period from the Issue Date. During the year ended December 31, 2020, the Company recorded interest expense and amortization of debt discount of $28,962 and $94,787, respectively, and accrued interest of $47,504 as of December 31, 2020 associated with the Alpha Convertible Promissory Notes. | |||||||||||||||
Aggregate principal amount of convertible debt | $ 4,713,078 | |||||||||||||||
Discounted note conversion price | 60.00% | 96.00% | 60.00% | |||||||||||||
Fixed conversion price (in Dollars per share) | $ 2 | |||||||||||||||
Aggregate net carrying value of debt | $ 5,932,778 | |||||||||||||||
Net carrying value of debt | 2,880,524 | |||||||||||||||
Loss on extinguishment | $ 3,052,254 | $ (2,580,655) | (703,188) | |||||||||||||
Fair value of common stock from note conversions | $ 3,441,924 | $ 3,441,924 | 3,441,924 | |||||||||||||
Accrued interest | $ 279,291 | $ 279,291 | $ 279,291 | |||||||||||||
Shares issued to shareholders upon consummation of reverse merger (in Shares) | 1,519,628 | |||||||||||||||
Senior notes issued | $ 1,200,000 | |||||||||||||||
Interest rate | 15.00% | |||||||||||||||
Interest rate, description | In the event of an event of default: a) the Company is required to notify the holders of these notes (the “Holders”) within one business day of any such occurrence; b) the interest rate increases to 18% per annum; and c) the Holder may require the Company to redeem any or all of the outstanding principal and interest together with a 25% premium. | |||||||||||||||
Convertible note conversion price (in Dollars per share) | $ 4.23 | |||||||||||||||
Share price of common stock/securities (in Dollars per share) | $ 4.23 | |||||||||||||||
Senior secured notes, description | On January 13, 2020, the Company and holders of a series of Senior Secured Notes (the “Senior Notes”) agreed to exchange the Senior Notes for new Senior Secured Notes (the “Amended Senior Notes”) with amended terms (the “Senior Note Amendments”). Pursuant to the Amended Senior Notes, the note holders waived all events of default associated with the Senior Notes and the aggregate principal amount and accrued interest of $1,282,205 and $6,411, respectively, was converted to principal in the aggregate amount of $1,846,052 (consisting of $1,282,205 of the outstanding principal of the Senior Notes, $6,411 of accrued interest reclassified to principal, $200,000 of restructuring fees and $357,436 of redemption premiums), of which $186,988 and $935, of aggregate principal and accrued interest, respectively, owed to the former Chief Executive Officer and a director of the Company, was converted to principal in the aggregate amount of $239,320 (consisting of $186,988 of the outstanding principal of the Senior Notes, $935 of accrued interest reclassified to principal and $51,397 of redemption premiums). See above in Note 13 – Convertible Notes Payable for a table displaying the impact of the increase in the principal under the column titled Amendment to Senior Note and Bridge Notes. The Company accounted for the amendment to the Senior Notes as note extinguishments, since the present value of future cash flows under the Amended Senior Notes was substantially different than the future cash flows under the Senior Notes. Accordingly, the Company recognized a loss on extinguishment of $886,736, consisting of the issuance of the Amended Senior Note in the aggregate principal amount of $1,846,052, partially offset by the derecognition of the aggregate carrying amount of the extinguished Senior Notes of $1,288,616, plus the immediately recognized beneficial conversion feature of $329,300 arising from the modified conversion terms of the Amended Senior Notes. The Amended Senior Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries and are secured by: a) the Company’s equity interests in its subsidiaries; b) guarantees issued by those subsidiaries; and c) assets of those subsidiaries. The Amended Senior Notes were convertible into common stock of the Company at any time following issuance until maturity and automatically convert into common stock of the Company immediately prior to the occurrence of the Business Combination, in either event, at a conversion price of $4.23 per share. If the Company issues any shares of its common stock, or securities that are effectively common stock equivalents, prior to the Business Combination at a price of less than $4.23 per share, then the conversion price per share would be adjusted to the price at which those common shares (or equivalents) were issued. The Amended Senior Notes bear interest at a rate of 15% per annum and matured in February 2020. On June 12, 2020, the Company entered into an additional amendment with each noteholder to extend the maturity dates from February 2020 to August 2021. Unpaid interest is reclassified to the principal on a monthly basis. In the event of default: a) the Company is required to notify the holders of these notes within one business day of any such occurrence; b) the interest rate increases to 18% per annum; and c) the holder may require the Company to redeem any or all of the outstanding principal and interest together with a 25% premium. | |||||||||||||||
KBL investors | On June 12, 2020, the Company, KBL, certain investors (the “Purchasers”) and the holder (the “Initial Purchaser”) of an Amended Senior Note in the aggregate principal and interest amount of $1,528,360 (consisting of principal of $1,510,113 and accrued interest payable of $18,247) entered into a Securities Purchase Agreement pursuant to which (i) the Amended Senior Note was extinguished, and (ii) KBL sold to the Purchasers a secured promissory note which is secured by the intellectual property of the Company. Such transaction closed on June 29, 2020. See above in Note 13 – Convertible Notes Payable for a table displaying the impact of extinguishing the aforementioned $1,510,113 of principal under the column titled Amendment to Senior Note and Bridge Notes. Concurrent with the transaction, on June 12, 2020, the Company, KBL, the Purchasers and Kingsbrook entered into a guaranty agreement pursuant to which the Company is a guarantor to the notes issued by KBL to the Purchasers and Kingsbrook. As of September 30, 2020, the Company determined that contingent payments under the guaranty agreement were not probable. Additionally, in connection with the Securities Purchase Agreement, the Company issued the Initial Purchaser a non-convertible loan payable in the principal amount of $150,000 which bears interest at a rate of 15% per annum, payable at maturity. The note matures on August 31, 2021 (see Note 12 Loans Payable). | |||||||||||||||
Gain on extinguishment of convertible notes payable | $ 1,378,360 | |||||||||||||||
Bridge notes issued | $ 82,500 | $ 250,000 | ||||||||||||||
Aggregate outstanding principal of convertible notes | $ 332,500 | $ 332,500 | ||||||||||||||
KBL commons stock (in Shares) | 17,500,000 | 17,500,000 | ||||||||||||||
Conversion price of convertible debt (in Dollars per share) | $ 4.23 | $ 6 | $ 4.23 | $ 6 | ||||||||||||
Bridge notes interest rate | 15.00% | 15.00% | ||||||||||||||
Percentage of increase in principal | 10.00% | 10.00% | ||||||||||||||
Multiplier of PIPE Share Price to Determine Conversion Price (in Dollars per share) | $ 0.60 | $ 0.60 | ||||||||||||||
Percentage of amendment or modification in cash flows | 10.00% | |||||||||||||||
LP Convertible Notes | In connection with the Reorganization, the Company assumed $270,000 of debt related to convertible notes payable (the “Notes”), of which $10,000 is owed to the former Chief Executive Officer of 180 LP and $260,000 is owed to a founder and director of the Company. Principal of $160,000 due under the Notes accrues interest at a rate of 5.0% per annum and principal of $110,000, accrues interest at 2.5% per annum. Interest is compounded annually. Effective upon the closing of the first issuance of convertible preferred units (or units with similar rights) with proceeds of at least $1,000,000 (the “Qualified Financing”), all of the outstanding principal and interest under these Notes will automatically be converted into other equity interests of the Company of the same class issued to other investors in the Qualified Financing, at a conversion price equal to 80% of the price per unit of the Qualified Financing securities paid by the other investors. The Notes contain contingent beneficial conversion features, which will be accounted for at the time the conversion price is known, and the contingency is resolved. | |||||||||||||||
Interest on convertible notes, description | During the years ended December 31, 2020 and 2019, the Company recorded interest expense of $915,371 and $123,112, respectively, related to convertible notes payable, and recorded interest expense - related parties of $32,452 and $17,827, respectively, related to convertible notes payable - related parties. During the year ended December 31, 2020, the Company capitalized an aggregate of $228,099 of accrued interest and $34,760 of accrued interest – related parties, respectively, to note principal. As of December 31, 2020 and 2019, accrued interest expense related to convertible notes payable was $182,181 and $13,515, respectively, and accrued interest expense - related parties related to convertible notes payable - related parties was $124,833 and $75,524, respectively, which is included in accrued expenses and accrued expenses - related parties, respectively, on the accompanying consolidated balance sheets. | |||||||||||||||
Notes Related Parties | $ 32,452 | 17,827 | ||||||||||||||
Interest expense on related party convertible debt | 228,099 | |||||||||||||||
Related party interest capitalized to principal | 34,760 | |||||||||||||||
Interest on convertible notes accrued interest | 182,181 | 13,515 | ||||||||||||||
Fixed-price Contract [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Fixed conversion price (in Dollars per share) | $ 5.28 | |||||||||||||||
Dominion Convertible Promissory Notes [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Annual default interest rate | 24.00% | |||||||||||||||
Amortization of debt discount | $ 134,164 | |||||||||||||||
Kingsbrook Convertible Promissory Note [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Annual rate, description | Company has agreed to pay the principal amount, together with guaranteed interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%), with principal and accrued interest on the Kingsbrook Convertible Promissory Notes due and payable on February 11, 2021 (the “Maturity Date”), unless converted under terms and provisions as set forth within the Kingsbrook Convertible Promissory Notes. The Kingsbrook Convertible Promissory Notes provide Kingsbrook with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $5.28 per share. The Kingsbrook Convertible Promissory Notes require the Company to reserve at least 1,823,275 and 114,584 shares of common stock from its authorized and unissued common stock to provide for all issuances of common stock under the 10% Secured Convertible Promissory Note and 10% Senior Secured Convertible Extension Promissory Note, respectively. However, the Kingsbrook Convertible Promissory Notes provide that the aggregate number of shares of common stock issued to Kingsbrook under the Kingsbrook Convertible Promissory Notes shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the “the Beneficial Ownership Limitation”). Kingsbrook, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Kingsbrook Convertible Promissory Notes held by Kingsbrook. | |||||||||||||||
Accrued interest on convertible debt | $ 0 | |||||||||||||||
Interest Expense | 61,315 | |||||||||||||||
Loss on extinguishment | (45,132) | |||||||||||||||
Secured Convertible Notes [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Percentage of debt carrying value | 10.00% | |||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Interest expense on related party convertible debt | 124,833 | $ 75,524 | ||||||||||||||
KBL Convertible [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Convertible promissory note, description | KBL entered into a $1,666,667 10% Secured Convertible Promissory Note and $138,889 10% Senior Secured Convertible Extension Promissory Note (together the “Dominion Convertible Promissory Notes”) with Dominion Capital LLC (“Dominion”), which was issued to Dominion in conjunction with 400,000 shares of common stock (the “Dominion Commitment Shares”). In conjunction with the transaction, KBL entered into a series of Leak Out Agreements in which certain parities agreed that they would not sell, dispose or otherwise transfer, in aggregate more than 5% of the composite daily trading volume of the common stock of KBL. Pursuant to the Leak-Out Agreement between the KBL and Caravel CAD Fund Ltd., KBL issued 404,245 restricted shares of common stock (“Leak-Out Shares”). | |||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Senior notes issued | $ 175,000 | |||||||||||||||
Director [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Senior notes issued | $ 175,000 | |||||||||||||||
Dominion Convertible Promissory Note [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Accrued interest on convertible debt | $ 52,254 | |||||||||||||||
Kingsbrook Convertible Promissory Note [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Percentage of gross proceeds | 50.00% | |||||||||||||||
Intangible Assets, Amortization Period [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Interest expense on convertible debt | $ 77,067 | |||||||||||||||
Outstanding Principle [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Outstanding principle amount | 130.00% | |||||||||||||||
Principal Amount [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Late fee | 10.00% | |||||||||||||||
Percentage of debt carrying value | 10.00% | |||||||||||||||
Research and Development Expense [Member] | Admission [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Prepaid research and development expenses | $ 588,349 | |||||||||||||||
Amended Senior Notes [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 1,661,136 | |||||||||||||||
Senior Subordinated Notes [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Amended senior note (in Shares) | 404,265 | |||||||||||||||
Percentage of daily trading volume | 5.00% | |||||||||||||||
Conversion of Senior Notes at Close of Business Combination [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Business combination, description | On November 6, 2020, upon the consummation of the Business Combination, the Company issued 482,894 shares of common stock, par value $0.0001, to the holders of the Senior Notes, as a result of the automatic conversion of promissory notes in the principal amount of about $2,039,539 and accrued interest of $77,779, or an aggregate of $2,117,318, as per the closing of the Merger pursuant to the Business Combination Agreement, dated as of July 25, 2019, by and among the Company, KBL Merger Sub, Inc., 180 Life Corp., Katexco Pharmaceuticals Corp., CannBioRex Pharmaceuticals Corp., 180 Therapeutics L.P. and Lawrence Pemble in his capacity as stockholder representative. | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Conversion price (in Dollars per share) | $ 2 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Conversion price (in Dollars per share) | $ 2.31 | |||||||||||||||
Contractual Interest Rate Reduction [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Percentage of default monthly interest rate | 2.00% | |||||||||||||||
Interest Rate Below Market Reduction [Member] | ||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||
Percentage of default yearly interest rate | 24.00% |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Dominion Convertible Promissory Note [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Jun. 12, 2020 | ||
Maturity Date (as amended, if applicable) | Feb. 11, 2021 | ||
01/01/20 Principal Balance | |||
Debt Issued | 1,805,556 | ||
Debt Discount | (722,966) | ||
Amortization of Debt Discount | 134,134 | ||
Impact of Extinguishment | 588,832 | ||
Unpaid Interest Capitalized to Principal | |||
Amendment to Senior Notes & Bridge Notes | |||
Conversions to Common Stock | (972,222) | ||
Total12/31/20 Principal Balance | $ 833,334 | ||
Kingsbrook Convertible Promissory Note [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Jun. 12, 2020 | ||
Maturity Date (as amended, if applicable) | Feb. 11, 2021 | ||
01/01/20 Principal Balance | |||
Debt Issued | 1,796,411 | ||
Debt Discount | (685,615) | ||
Amortization of Debt Discount | 127,227 | ||
Impact of Extinguishment | 558,388 | ||
Unpaid Interest Capitalized to Principal | |||
Amendment to Senior Notes & Bridge Notes | |||
Conversions to Common Stock | (1,695,411) | ||
Total12/31/20 Principal Balance | $ 101,000 | ||
Alpha Capital Convertible Promissory Note [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Jun. 12, 2020 | ||
Maturity Date (as amended, if applicable) | Feb. 11, 2021 | ||
01/01/20 Principal Balance | |||
Debt Issued | 1,111,111 | ||
Debt Discount | (800,421) | ||
Amortization of Debt Discount | 94,786 | ||
Impact of Extinguishment | 705,635 | ||
Unpaid Interest Capitalized to Principal | |||
Amendment to Senior Notes & Bridge Notes | |||
Conversions to Common Stock | (495,000) | ||
Total12/31/20 Principal Balance | $ 616,111 | ||
Amended Senior Note [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Jul. 25, 2019 | ||
Maturity Date (as amended, if applicable) | Aug. 28, 2021 | ||
01/01/20 Principal Balance | $ 1,405,695 | ||
Debt Issued | |||
Debt Discount | |||
Amortization of Debt Discount | |||
Impact of Extinguishment | |||
Unpaid Interest Capitalized to Principal | 104,418 | ||
Amendment to Senior Notes & Bridge Notes | [1] | ||
Conversions to Common Stock | |||
Total12/31/20 Principal Balance | 1,405,695 | ||
Amended Senior Note One [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | [1] | Jul. 25, 2019 | |
Maturity Date (as amended, if applicable) | [1] | Aug. 28, 2021 | |
01/01/20 Principal Balance | [1] | $ 1,081,251 | |
Debt Issued | [1] | ||
Debt Discount | [1] | ||
Amortization of Debt Discount | [1] | ||
Impact of Extinguishment | [1] | ||
Unpaid Interest Capitalized to Principal | [1] | 123,681 | |
Amendment to Senior Notes & Bridge Notes | [1],[2] | 563,847 | |
Conversions to Common Stock | [1] | (1,768,779) | |
Total12/31/20 Principal Balance | [1] | 1,081,251 | |
Bridge Note One [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Dec. 27, 2019 | ||
Maturity Date (as amended, if applicable) | Aug. 28, 2021 | ||
01/01/20 Principal Balance | $ 250,000 | ||
Debt Issued | |||
Debt Discount | |||
Amortization of Debt Discount | |||
Impact of Extinguishment | |||
Unpaid Interest Capitalized to Principal | |||
Amendment to Senior Notes & Bridge Notes | [3] | 25,000 | |
Conversions to Common Stock | |||
Total12/31/20 Principal Balance | $ 275,000 | 250,000 | |
Bridge Note Two [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Jan. 3, 2020 | ||
Maturity Date (as amended, if applicable) | Aug. 28, 2021 | ||
01/01/20 Principal Balance | |||
Debt Issued | 82,500 | ||
Debt Discount | |||
Amortization of Debt Discount | |||
Impact of Extinguishment | |||
Unpaid Interest Capitalized to Principal | |||
Amendment to Senior Notes & Bridge Notes | [3] | 8,250 | |
Conversions to Common Stock | |||
Total12/31/20 Principal Balance | 90,750 | ||
Convertible Debt [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
01/01/20 Principal Balance | 2,736,946 | ||
Debt Issued | 4,795,578 | 2,201,372 | |
Debt Discount | (2,209,002) | ||
Amortization of Debt Discount | 356,147 | ||
Impact of Extinguishment | 1,852,855 | ||
Unpaid Interest Capitalized to Principal | 228,099 | 110,068 | |
Amendment to Senior Notes & Bridge Notes | (913,016) | 468,647 | |
Conversions to Common Stock | (4,931,412) | (43,141) | |
Total12/31/20 Principal Balance | 1,916,195 | $ 2,736,946 | |
Senior Note [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Jul. 25, 2019 | ||
Maturity Date (as amended, if applicable) | Aug. 28, 2021 | ||
01/01/20 Principal Balance | 1,081,251 | ||
Debt Issued | 1,025,000 | ||
Debt Discount | |||
Amortization of Debt Discount | |||
Impact of Extinguishment | |||
Unpaid Interest Capitalized to Principal | 56,251 | ||
Amendment to Senior Notes & Bridge Notes | |||
Conversions to Common Stock | |||
Total12/31/20 Principal Balance | $ 1,081,251 | ||
Amended Senior Note Two [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Jul. 25, 2019 | ||
Maturity Date (as amended, if applicable) | Aug. 28, 2021 | ||
01/01/20 Principal Balance | 1,405,695 | ||
Debt Issued | 900,000 | ||
Debt Discount | |||
Amortization of Debt Discount | |||
Impact of Extinguishment | |||
Unpaid Interest Capitalized to Principal | 49,390 | ||
Amendment to Senior Notes & Bridge Notes | 456,305 | ||
Conversions to Common Stock | |||
Total12/31/20 Principal Balance | $ 1,405,695 | ||
Amended Senior Note Three [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Jul. 25, 2019 | ||
Maturity Date (as amended, if applicable) | Aug. 28, 2021 | ||
01/01/20 Principal Balance | |||
Debt Issued | 26,372 | ||
Debt Discount | |||
Amortization of Debt Discount | |||
Impact of Extinguishment | |||
Unpaid Interest Capitalized to Principal | 4,427 | ||
Amendment to Senior Notes & Bridge Notes | 12,342 | ||
Conversions to Common Stock | (43,141) | ||
Total12/31/20 Principal Balance | |||
Bridge Note Three [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Dec. 27, 2019 | ||
Maturity Date (as amended, if applicable) | Aug. 28, 2021 | ||
01/01/20 Principal Balance | $ 250,000 | ||
Debt Issued | 250,000 | ||
Debt Discount | |||
Amortization of Debt Discount | |||
Impact of Extinguishment | |||
Unpaid Interest Capitalized to Principal | |||
Amendment to Senior Notes & Bridge Notes | |||
Conversions to Common Stock | |||
Total12/31/20 Principal Balance | $ 250,000 | ||
[1] | See Note 13 – Convertible Notes Payable - Extinguishment of Senior Note and Issuance of New Note for additional details. | ||
[2] | See Note 13 – Convertible Notes Payable - Bridge Notes for additional details. | ||
[3] | See Note 13 – Convertible Notes Payable – Amended Bridge Notes for additional details. |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Amended Senior Notes [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |||
Effective Date | Jul. 25, 2019 | [1] | Jul. 25, 2019 |
Maturity Date (as amended, if applicable) | Aug. 28, 2021 | [1] | Aug. 28, 2021 |
Opening Principal Balance | $ 184,604 | [1] | |
Debt Issued | [1] | 175,000 | |
Unpaid Interest Capitalized to Principal | 34,760 | [1] | 9,604 |
Amendment to Senior Notes | 51,396 | [1] | |
Conversions to Common Stock | (270,760) | [1] | |
Ending Principal Balance | [1] | $ 184,604 | |
180 LP Convertible Note [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |||
Effective Date | Sep. 24, 2013 | Sep. 24, 2013 | |
Maturity Date (as amended, if applicable) | Sep. 25, 2015 | Sep. 25, 2015 | |
Opening Principal Balance | $ 160,000 | $ 160,000 | |
Debt Issued | |||
Unpaid Interest Capitalized to Principal | |||
Amendment to Senior Notes | |||
Conversions to Common Stock | |||
Ending Principal Balance | $ 160,000 | $ 160,000 | |
180 LP Convertible Note [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |||
Effective Date | Jun. 16, 2014 | ||
Maturity Date (as amended, if applicable) | Jun. 16, 2017 | ||
Opening Principal Balance | $ 10,000 | ||
Debt Issued | |||
Unpaid Interest Capitalized to Principal | |||
Amendment to Senior Notes | |||
Conversions to Common Stock | |||
Ending Principal Balance | $ 10,000 | ||
180 LP Convertible Note [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |||
Effective Date | Jul. 8, 2014 | Jun. 16, 2014 | |
Maturity Date (as amended, if applicable) | Jul. 8, 2017 | Jun. 16, 2017 | |
Opening Principal Balance | $ 100,000 | $ 10,000 | |
Debt Issued | |||
Unpaid Interest Capitalized to Principal | |||
Amendment to Senior Notes | |||
Conversions to Common Stock | |||
Ending Principal Balance | 100,000 | 10,000 | |
Debt total [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |||
Opening Principal Balance | 454,604 | 270,000 | |
Debt Issued | 175,000 | ||
Unpaid Interest Capitalized to Principal | 34,760 | 9,604 | |
Amendment to Senior Notes | 51,396 | ||
Conversions to Common Stock | (270,760) | ||
Ending Principal Balance | $ 270,000 | $ 454,604 | |
180 LP Convertible Note [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |||
Effective Date | Jul. 8, 2014 | ||
Maturity Date (as amended, if applicable) | Jul. 8, 2017 | ||
Opening Principal Balance | $ 100,000 | ||
Debt Issued | |||
Unpaid Interest Capitalized to Principal | |||
Amendment to Senior Notes | |||
Conversions to Common Stock | |||
Ending Principal Balance | $ 100,000 | ||
[1] | Includes $588,349 related to prepaid research and development expenses with Oxford University. See Note 14 – Commitments and Contingencies. |
Convertible Notes Payable (De_4
Convertible Notes Payable (Details) - Schedule of convertible promissory notes | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Dominion [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible promissory notes [Line Items] | |
Principal, Balance at Beginning | |
Debt Discount, Balance at Beginning | |
Net, Balance at Beginning | |
Principal, Assumption of Note | 1,805,556 |
Debt Discount, Assumption of Note | |
Net, Assumption of Note | 1,805,556 |
Principal, Debt discount at assumption | |
Debt Discount, Debt discount at assumption | (722,966) |
Net, Debt discount at assumption | (722,966) |
Principal, Amortization of debt discount | |
Debt Discount, Amortization of debt discount | 134,134 |
Net, Amortization of debt discount | 134,134 |
Principal, Impact of extinguishment | |
Debt Discount, Impact of extinguishment | 588,832 |
Net, Impact of extinguishment | 588,832 |
Principal, Impact of conversion | (972,222) |
Debt Discount, Impact of conversion | |
Net, Impact of conversion | (972,222) |
Principal, Balance at Ending | 833,334 |
Debt Discount, Balance at Ending | |
Net, Balance at Ending | 833,334 |
Kingsbrook [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible promissory notes [Line Items] | |
Principal, Balance at Beginning | |
Debt Discount, Balance at Beginning | |
Net, Balance at Beginning | |
Principal, Assumption of Note | 1,796,411 |
Debt Discount, Assumption of Note | |
Net, Assumption of Note | 1,796,411 |
Principal, Debt discount at assumption | |
Debt Discount, Debt discount at assumption | (685,615) |
Net, Debt discount at assumption | (685,615) |
Principal, Amortization of debt discount | |
Debt Discount, Amortization of debt discount | 127,227 |
Net, Amortization of debt discount | 127,227 |
Principal, Impact of extinguishment | |
Debt Discount, Impact of extinguishment | 558,388 |
Net, Impact of extinguishment | 558,388 |
Principal, Impact of conversion | (1,695,411) |
Debt Discount, Impact of conversion | |
Net, Impact of conversion | (1,695,411) |
Principal, Balance at Ending | 101,000 |
Debt Discount, Balance at Ending | |
Net, Balance at Ending | 101,000 |
Alpha [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible promissory notes [Line Items] | |
Principal, Balance at Beginning | |
Debt Discount, Balance at Beginning | |
Net, Balance at Beginning | |
Principal, Assumption of Note | 1,111,111 |
Debt Discount, Assumption of Note | |
Net, Assumption of Note | 1,111,111 |
Principal, Debt discount at assumption | |
Debt Discount, Debt discount at assumption | (800,421) |
Net, Debt discount at assumption | (800,421) |
Principal, Amortization of debt discount | |
Debt Discount, Amortization of debt discount | 94,786 |
Net, Amortization of debt discount | 94,786 |
Principal, Impact of extinguishment | |
Debt Discount, Impact of extinguishment | 705,635 |
Net, Impact of extinguishment | 705,635 |
Principal, Impact of conversion | (495,000) |
Debt Discount, Impact of conversion | |
Net, Impact of conversion | (495,000) |
Principal, Balance at Ending | 616,111 |
Debt Discount, Balance at Ending | |
Net, Balance at Ending | $ 616,111 |
Convertible Notes Payable (De_5
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Dominion Convertible Promissory Note [Member] | |
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes [Line Items] | |
Principal Balance Converted | $ 972,222 |
Interest Converted | 97,222 |
Derivative Liabilities Converted | 201,216 |
Total Amount Converted | $ 1,270,660 |
Common Shares Issued (in Shares) | shares | 464,287 |
Fair Value of Shares Issued | $ 1,275,525 |
Loss on Extinguishment of Convertible Notes | 4,865 |
Kingsbrook Convertible Promissory Note [Member] | |
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes [Line Items] | |
Principal Balance Converted | 1,695,411 |
Interest Converted | 169,541 |
Derivative Liabilities Converted | 378,335 |
Total Amount Converted | $ 2,243,287 |
Common Shares Issued (in Shares) | shares | 816,769 |
Fair Value of Shares Issued | $ 2,198,155 |
Loss on Extinguishment of Convertible Notes | (45,132) |
Alpha Capital Convertible Promissory Note [Member] | |
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes [Line Items] | |
Principal Balance Converted | 495,000 |
Interest Converted | 12,528 |
Derivative Liabilities Converted | 123,485 |
Total Amount Converted | $ 631,013 |
Common Shares Issued (in Shares) | shares | 238,572 |
Fair Value of Shares Issued | $ 691,304 |
Loss on Extinguishment of Convertible Notes | 60,291 |
Total [Member] | |
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes [Line Items] | |
Principal Balance Converted | 3,162,633 |
Interest Converted | 279,291 |
Derivative Liabilities Converted | 703,036 |
Total Amount Converted | $ 4,144,960 |
Common Shares Issued (in Shares) | shares | 1,519,628 |
Fair Value of Shares Issued | $ 4,164,985 |
Loss on Extinguishment of Convertible Notes | $ 20,025 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 31, 2020USD ($)shares | Dec. 10, 2020USD ($) | Nov. 06, 2020USD ($) | Sep. 04, 2020shares | Nov. 11, 2019USD ($) | Apr. 10, 2019USD ($) | Mar. 15, 2019USD ($) | Mar. 14, 2019USD ($) | Aug. 15, 2018 | Jun. 07, 2018USD ($) | May 08, 2018USD ($) | Mar. 13, 2018 | Jul. 31, 2020 | Sep. 27, 2019GBP (£) | Jul. 25, 2019shares | May 22, 2019USD ($) | Feb. 26, 2019USD ($) | Sep. 18, 2018 | Jul. 25, 2018USD ($) | May 18, 2018 | Feb. 27, 2018 | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Nov. 22, 2019USD ($) | Oct. 17, 2018USD ($) |
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Pre and post judgement interest and attorney's fees | $ 1,500,000 | ||||||||||||||||||||||||
Shares issued against dispute (in Shares) | shares | 150,000 | 150,000 | |||||||||||||||||||||||
Outstanding Balance | $ 418,098 | ||||||||||||||||||||||||
Accounts payable | $ 48,908 | 48,908 | |||||||||||||||||||||||
Accrued expenses | 370,000 | 370,000 | |||||||||||||||||||||||
Research and development expenses | 442,453 | $ 19,350 | |||||||||||||||||||||||
Accrued expenses | 121,894 | ||||||||||||||||||||||||
R&D expenses | 2,217,371 | 1,981,299 | |||||||||||||||||||||||
Recorded Interest Expense | 36,899 | ||||||||||||||||||||||||
Account payable | 8,529,259 | 8,529,259 | 4,103,566 | ||||||||||||||||||||||
Accrued expense | 14,418 | 14,418 | 34,999 | ||||||||||||||||||||||
Intangible Asset | 2,047,818 | 2,047,818 | 2,121,834 | ||||||||||||||||||||||
Deferred Tax Liabilities, Prepaid Expenses | $ 854,550 | ||||||||||||||||||||||||
Financed Prepaid Expenses | $ 655,594 | ||||||||||||||||||||||||
Late Fee Income Generated by Servicing Financial Assets, Amount | 72,844 | ||||||||||||||||||||||||
KBL [Member] | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Closing date of business combination | $ 5,000,001 | ||||||||||||||||||||||||
YissumMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Related party transaction, description | The Company shall pay Yissum the following amounts in connection with the achievement of the following milestones: ●Submission of the first Investigational New Drug application: $75,000 ●Dosing of first patient in phase II trial: $100,000 ●Dosing of first patient in phase Ill trial: $150,000 ●Upon first market authorization/clearance: $150,000 ●Upon second market authorization/clearance: $75,000 ●For every $250,000,000.00 US in accumulated Net Sales of the Product until $1,000,000,000.00 US in sales: $250,000 Upon the commercialization of the license, the Company shall pay Yissum a royalty equal to 3% of the first aggregate $500,000,000 of annual net sales and 5% thereafter. As of December 31, 2020, the Company had $91,748 and $298,686 of accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement. During the years ended December 31, 2020 and 2019, the Company recorded the purchase of the patents of $72,995 and $71,525, respectively, as an intangible asset to be amortized on a straight-line basis over the remaining lives of the patents and $477,411 and $0, respectively, of research and development expenses. | ||||||||||||||||||||||||
ReformationMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Related party transaction, description | On July 1, 2020, the Company entered into an amended agreement with ReFormation Pharmaceuticals, Corp. (“ReFormation”) and 360 Life Sciences Corp. (“360”), whereby 360 has entered into an agreement to acquire 100% ownership of ReFormation, on or before July 31, 2020 (“Closing Date”). The Company shares officers and directors with each of ReFormation and 360. Upon the Closing Date, 360 will make tranche payments in tranches to 180 LP in the aggregate amount of $300,000. The parties agree that the obligations will be paid by 360 to 180 LP by payments of $100,000 for every $1,000,000 raised through the financing activities of 360, up to a total of $300,000, however, not less than 10% of all net financing proceeds received by 360 shall be put towards the obligation to the Company until paid in full. This transaction closed on July 31, 2020. | ||||||||||||||||||||||||
ConsultAgreementMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Share Issued (in Shares) | shares | 30,000 | ||||||||||||||||||||||||
D&OInsuranceMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Insurance Amount | 728,438 | ||||||||||||||||||||||||
Inclusive Premium | $ 1,002,816 | ||||||||||||||||||||||||
PromissoryNoteMember | SponsorMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Related party transaction, description | KBL entered into a service contract with Cantor Fitzgerald & Co. (“CF&CO”) whereby CF&CO would receive a transaction fee in cash arising out of any contemplated business combination by the Company. On July 25, 2019, KBL entered into the Business Combination Agreement whereby CF&CO became entitled to a transaction fee of $1,500,000 (the “Transaction Fee”). On November 6, 2020, the Company and CF&CO entered into a settlement agreement (the “Settlement Agreement”) whereby CF&CO agreed to release the Company from the obligation to pay the Transaction Fee in cash and to instead accept 150,000 fully paid shares of the Company’s common stock, but only if the Company would take all necessary action to permit the sale of the Shares by filing with the Securities and Exchange Commission (the “SEC”) a shelf registration statement within 30 days following the closing of the merger. On November 6, 2020, the Company closed the merger and in breach of the Settlement Agreement, did not file a registration statement with the SEC within 30 days of the November 6, 2020 closing, due to the need to restate the previously filed KBL financial statements (See Potential Legal Matters in this Note 14). As a result, CF&CO claims that the Transaction Fee of $1,500,000 owed under the Fee Agreement is due in cash and has been payable by the Company to CF&CO since December 6, 2020. See Note 18 – Subsequent Events for details regarding current litigation pursued in connection with the Transaction Fee. | ||||||||||||||||||||||||
LLCMember | KBL [Member] | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
promissory note | $371,178 | ||||||||||||||||||||||||
Accrues damage | $ 2,000 | ||||||||||||||||||||||||
TycheMember | KBL [Member] | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Tangible asset at closing of Transaction | $ 5,000,001 | ||||||||||||||||||||||||
Guarantee and commitment Agreement (in Shares) | shares | 5,000,001 | ||||||||||||||||||||||||
EarlyBirdFinder'sFeeMember | KBL [Member] | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of cash payable | 1.00% | ||||||||||||||||||||||||
liabilities at closing in excess | $ 5,000,000 | ||||||||||||||||||||||||
YissumMember | CBRMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Underwriting commitments, description | Royalties will be payable to Yissum if sales of any products which use, exploit or incorporate technology covered by the Licensed Patents (“Net Sales”) are US $500,000,000 or greater, calculated at 3% for the first annual $500,000,000 of Net Sales and at 5% of Net Sales thereafter. Pursuant to the Yissum Agreement, if Yissum achieves the following milestones, CBR Pharma will be obligated to make the following payments: i)$75,000 for successful point of care in animals; ii)$75,000 for submission of the first investigational new drug testing; iii)$100,000 for commencement of one phase I/II trial; iv)$150,000 for commencement of one phase III trial; v)$100,000 for each product market authorization/clearance (maximum of $500,000); and vi)$250,000 for every $250,000,000 in accumulated sales of the product until $1,000,000,000 in sales is achieved. | ||||||||||||||||||||||||
Guarantee and Commitment Agreement | $100,000 | ||||||||||||||||||||||||
First amendment company paid | 200,000 | $ 200,000 | |||||||||||||||||||||||
Non-refundable license fees | $ 70,000 | ||||||||||||||||||||||||
R&D consulting fees | 398,250 | ||||||||||||||||||||||||
Consulting Fees | $ 25,000 | ||||||||||||||||||||||||
EvotecMember | KatexcoMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Research and development expenses | 1,401,165 | ||||||||||||||||||||||||
Minimum Fund | $ 4,937,500 | ||||||||||||||||||||||||
Maximum Fund | $ 5,350,250 | ||||||||||||||||||||||||
R&D expenses | 31,979 | ||||||||||||||||||||||||
R&D expenses | 31,979 | ||||||||||||||||||||||||
Unpaid balance towards an R&D agreement | $ 1,342,299 | ||||||||||||||||||||||||
Unpaid balance | 1,301,187 | ||||||||||||||||||||||||
StanfordMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Related party transaction, description | Furthermore, the Company will be obligated to make the following milestone payments: (i)$100,000 upon initiation of Phase II trial, (ii)$500,000 upon the first U.S. Food and Drug Administration approval of a product (the “Licensed Product”) resulting from the Licensed Patents; and (iii)$250,000 upon each new Licensed Product thereafter. The Stanford License Agreement is cancellable by the Company with 30 days’ notice. Royalties, calculated at 2.5% of 95% of net product sales, will be payable to Stanford. Also, the Company will reimburse Stanford for patent expenses as per the agreement. The Company paid Stanford $20,000 for the annual license maintenance fee that was recorded to prepaid expenses and is being expensed on a straight-line basis over 12 months, which had a balance of $6,978 as of December 31, 2020. During the years ended December 31, 2020 and 2019, the Company recorded patent and license fees of $32,979 and $32,443, respectively, related to the Stanford License Agreement, which is included in general and administrative expenses on the accompanying statements of operations and comprehensive loss. Pursuant to the Stanford License Agreement, there are other considerations disclosed in the agreement, such as a purchase right of up to 10% participation in a private offering of the Company’s equity securities, and if there is a change of control in the Company, the Company will pay a change of control fee of $200,000 to Stanford. The Business Combination does not qualify for change of control because 180 is the accounting acquirer and the majority of the shareholder base and officers of 180 is the same and will carry on. | ||||||||||||||||||||||||
StanfordMember | KatexcoMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Maintenance Fees | $ 10,000 | $ 20,000 | |||||||||||||||||||||||
Management fees | $ 40,000 | ||||||||||||||||||||||||
Oxford [Member] | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Research and development expenses | $ 900,000 | ||||||||||||||||||||||||
Aggregate value | $ 704,960 | 472,021 | |||||||||||||||||||||||
Account payable | 693,515 | 693,515 | 398,284 | ||||||||||||||||||||||
Accrued expense | $ 11,445 | 11,445 | 73,737 | ||||||||||||||||||||||
Oxford [Member] | CBRMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Related party transaction, description | CBR Pharma entered into an agreement (the “Oxford University Agreement”) for a research project with the University of Oxford (“Oxford”), which expires on December 31, 2019, or any later date agreed upon by the parties in writing. The Oxford University Agreement provides that Oxford will undertake a research project (the “Project”) based around the clinical development of cannabinoid-based and non-cannabinoid-based drugs that are known to exhibit both anti-inflammatory and immunomodulatory properties. The aim of the Project is to develop and characterize chemical compounds that are synthesized at Yissum in order to create treatments for rheumatoid arthritis and other chronic inflammatory conditions, and to eventually obtain regulatory approval in order to initiate early-phase clinical trials in patients. The Company has agreed to pay to Oxford the following, which is being recognized on a straight-line basis over the 12-month term of the Oxford Agreement: (i)£166,800 on signing of the agreement, (USD $214,210 paid on August 22, 2018) (ii)£166,800 six months after commencement of the Project, (USD $214,804 paid on January 29, 2019) (iii)£166,800 nine months after commencement of the Project and (USD $217,877 paid on May 5, 2019) (iv)£55,600 twelve months after commencement of the Project. (USD $73,737 accrued at December 31, 2019) | On September 18, 2020, CBR Pharma entered into a 3 year research and development agreement (the “3 Year Oxford Agreement”) with Oxford to research and investigate the mechanisms underlying fibrosis in exchange for aggregate consideration of $1,085,738 (£795,468), of which $109,192 (£80,000) is to be paid 30 days after the project start date and the remaining amount is to be paid in four equal installments of $244,136 (£178,867) on the six month anniversary and each of the annual anniversaries of the project start date. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the year ended December 31, 2020, the Company recognized $113,433 (£88,385) of research and development expenses in connection with the 3 Year Oxford Agreement. On September 21, 2020, CBR Pharma entered into a 2 year research and development agreement (the “2 Year Oxford Agreement”) with Oxford University for the clinical development of cannabinoid drugs for the treatment of inflammatory diseases in exchange for aggregate consideration of $625,124 (£458,000), of which $138,917 (£101,778) is to be paid 30 days after the project start date and the remaining amount is to be paid every 6 months after the project start date in 4 installments, whereby $138,917 (£101,778) is to be paid in the first 3 installments and $69,456 (£50,888) is to be paid as the final installment. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the year ended December 31, 2020, the Company recognized $78,374 (£61,067) of research and development expenses in connection with the 2 Year Oxford Agreement, which is reflected within accrued expenses on the accompanying consolidated balance sheet. | |||||||||||||||||||||||
Research and development expenses | 57,498 | ||||||||||||||||||||||||
Oxford [Member] | LPMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Research and development expenses | $ 186,391 | 396,950 | |||||||||||||||||||||||
KennedyMember | LPMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Related party transaction, description | (i) 1% of the net sales for the first annual GBP £1 million (USD $1,283,400) of net sales, and (ii) 2% of the net sales after the net sales are at or in excess of GBP £1 million, as well as 25% of all sublicense revenue, provided that the amount of such percentage of sublicense revenue based on amounts which constitute royalties shall not be less than 1% on the first cumulative GBP £1 million of net sales of the products sold by such sublicenses or their affiliates, and 2% on that portion of the cumulative net sales of the products sold by such sublicenses or their affiliates in excess of GBP £1 million. The term of the royalties paid by the Company to Kennedy will expire on the later of (i) the last valid claim of a patent included in the Kennedy Licensed Patents which covers or claims the exploitation of a product in the applicable country; (ii) the expiration of regulatory exclusivity for the product in the country; or (iii) 10 years from the first commercial sale of the product in the country. The Kennedy License Agreement may be terminated without cause by providing a 90-day notice. | ||||||||||||||||||||||||
Upfront fee paid for intangible assets (in Pounds) | £ | £ 60,000 | ||||||||||||||||||||||||
Intangible Asset | $ 74,000 | ||||||||||||||||||||||||
PharmaceuticalMember | LPMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
NegotitationProvide | $ 1,200,000 | ||||||||||||||||||||||||
Research Agreement | $ 1,200,000 | ||||||||||||||||||||||||
Phamaceutical Agreement | $ 900,000 | $ 240,000 | 552,329 | ||||||||||||||||||||||
One Year Agreement | 300,000 | ||||||||||||||||||||||||
Income receivable | $ 300,000 | ||||||||||||||||||||||||
Income receivable from the pharmaceutical agreement | $ 60,000 | ||||||||||||||||||||||||
TwelveMonthMember | CBRMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Related party transaction, description | On February 17, 2020, the Company entered into a twelve-month lease agreement to lease office space located in London, UK. The rent is approximately GBP £4,250 (USD $5,801) per month over the lease term for a total lease commitment of GBP £61,200 (USD $83,532). The lease commenced on February 19, 2020 and expires on February 18, 2021. In connection with the lease, the Company paid the landlord a security deposit of GBP £5,100 (USD $6,961). The lease shall continue until one of the following two events occur: (a) another lease agreement is entered into by the parties or (b) either party gives not less than three full calendar months written notice terminating this agreement prior to the expiration date. The Company terminated the lease in August 2020 due to the COVID-19 pandemic. The Company’s rent expense amounted to GBP £30,257 (USD $38,831) and GBP £0 for the years ended December 31, 2020 and 2019, respectively. Rent expense is reflected in general and administrative expenses in the consolidated statements of operations and comprehensive loss. On October 17, 2018, CBR Pharma entered into a twelve (12) month lease agreement to lease office space located in London, UK. The rent is approximately GBP £6,400 (USD $4,808) per month over the lease term for a total lease commitment of GBP £56,845 (USD $69,823). The lease commenced on December 1, 2018 and expired on November 30, 2019 and was not renewed. In connection with the lease, the Company paid the landlord a security deposit of GBP £4,410 (USD $5,619). During the year ended December 31, 2019, the Company recorded GBP £22,836 (USD $28,803) of rent expense related to the lease. On June 8, 2018, CBR Pharma entered into a thirty (30) month agreement to lease office space located in Toronto, Canada (the “Toronto Lease”). The Toronto Lease base rent ranged from $10,993 to $14,658 per month over the lease term for a total base lease commitment of $425,082. The Toronto Lease expired on November 30, 2020. The Company has subleased the office space in Toronto, Canada to various other companies on a month-to-month basis. Please refer to “Due from Related Parties” in Note 17, Related Parties. In September 2019, the Company and the landlord of the Toronto Lease mutually agreed to terminate the lease on March 31, 2020 without penalty and the landlord would retain the security deposit of CAD $120,000 ($92,268) as rent expense for the period of October 2019 through March 2020. Since the Company and its sublessees vacated the space in October 2019 and did not occupy the space as of December 31, 2019, the Company recorded the full amount of the security deposit to rent expense in 2019 in satisfaction of the lease agreement and accelerated a rent expense of CAD $60,000 ($46,134). During the years ended December 31, 2020 and 2019, the Company recognized rent expense of $0 and $76,267, respectively. During the years ended December 31, 2020 and 2019, the Company recognized rental income – related parties of $0 and $25,946, respectively. Because CBR Pharma is an accounting acquiree in the Reorganization, the contract expense and rental income included in the accompanying consolidated statements of operations and comprehensive loss is only for the post-Reorganization period. | ||||||||||||||||||||||||
ConsultAgreementMember | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Common share issued (in Shares) | shares | 5,000 | ||||||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||||||||||||
Issued and outstanding shares | 5.00% |
Stockholders' Equity (Deficie_3
Stockholders' Equity (Deficiency) (Details) - USD ($) | Dec. 03, 2020 | Nov. 25, 2020 | Nov. 06, 2020 | Mar. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 05, 2020 | Dec. 31, 2018 |
Stockholders' Equity (Deficiency) (Details) [Line Items] | |||||||||
Share, Issued (in Shares) | 150,000 | 150,000 | |||||||
Share, outstanding (in Shares) | 1,763,652 | ||||||||
Stated balance of series A preferred stock assumed in connection with the business combination | $ 3,333,333 | ||||||||
stated value | 333,333 | ||||||||
Cash issuance cost | 318,333 | ||||||||
Warrant issuance costs | 103,402 | ||||||||
Fair value of bifurcated redemption feature | $ 218,000 | 1,167,000 | |||||||
Issuance reduced conversion price description | On November 25, 2020, a dilutive issuance reduced the conversion price to the lower of (a) 96% of the lowest volume-weighted-average-price of the common stock during the five-day period preceding the conversion date; or (b) $5.28, both subject to a floor of $2.00 per share. | ||||||||
Fair value of derivative liabilities | $ 606,000 | ||||||||
Carrying value of the preferred stock | 1,411,265 | ||||||||
Derivative Liabilities | 1,773,000 | ||||||||
Fair value of the preferred stock | 3,531,924 | ||||||||
Deemed dividend income | $ 565,659 | ||||||||
Stockholders’ Equity , Description | During the period from November 30, 2020 to December 18, 2020, the 1,000,000 shares of Series A Preferred of the Company with a total conversion value of $3,666,667 were converted into shares of the Company’s common stock at conversion prices of between $2.00 and $2.31 per share, pursuant to the terms of such preferred stock. The bifurcated redemption features were marked-to-market just prior to each conversion, resulting in an aggregate charge of $42,068 to change in fair value of derivative liabilities and the $260,068 fair value of the bifurcated redemption features were derecognized on the conversion dates. At conversion, the aggregate $3,531,924 carrying value of the preferred stock and the $260,068 fair value of the derivative liability were derecognized and we recognized the $4,349,035 fair value of the 1,614,144 shares of common stock issued. The difference of $557,043 was recorded as deemed dividend expense, including $333,333 associated with the make-whole premiums and $223,710 associated with the contingent beneficial conversion feature. Due to such conversions, the Company currently has no shares of Series A Preferred issued or outstanding. | ||||||||
Dividend | $ 333,333 | ||||||||
Beneficial Conversion Feature (in Shares) | 223,710 | ||||||||
Extinguishment on gain | $ 565,659 | ||||||||
Special Voting Shares (in Shares) | 2,990,904 | ||||||||
Common stock shares authorized (in Shares) | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Shares of common stock issued (in Shares) | 12,800,454 | ||||||||
Shares of common stock issued for cash consideration (in Shares) | 64,657 | ||||||||
Services valued | $ 1,130,656 | ||||||||
Services valued | 333,145 | ||||||||
Fair value | 12,992,470 | ||||||||
Fair value of common stock issued | 45,866,502 | ||||||||
Common stock issued for cash | $ 12,292 | $ 2,617 | $ 2,617 | 1,384 | |||||
Cash proceeds for issuance of common stock | $ 72,500 | ||||||||
Stock based compensation issued common stock (in Shares) | 240,540 | ||||||||
Grant date value of common stock issued | $ 1,057,989 | ||||||||
Shares issued upon conversion of convertible debt (in Shares) | 2,102,038 | ||||||||
Fair value of common stock issued upon conversion of convertible debt | $ 6,466,353 | ||||||||
Shares issued (in Shares) | 1,619,144 | ||||||||
Shares of common stock issued upon conversion of common stock equivalents (in Shares) | 1,521,157 | ||||||||
Options exercisable (in Dollars per share) | $ 2.49 | $ 11.50 | $ 11.50 | ||||||
Grant date value | $ 93,575 | ||||||||
Unrecognized stock-based compensation expense | $ 85,777 | ||||||||
Weighted average remaining vesting period | 328 days | ||||||||
Stock-based compensation recorded | $ 7,798 | ||||||||
Reserved common stock (in Shares) | 3,718,140 | ||||||||
Contingently Redeemable Shares , Description | On July 16, 2019, in connection with the Reorganization, the Company issued 2,694,053 shares to a consultant that were subject to redemption by 180 for an aggregate redemption price of $4.00 if (i) the closing of the Business Combination did not occur on or prior to October 31, 2019; or (ii) the consultant terminated his service with 180 prior to October 31, 2019. | ||||||||
Modification of stock award - related party | $ 0 | $ 12,959,360 | |||||||
CBR Pharma [Member] | |||||||||
Stockholders' Equity (Deficiency) (Details) [Line Items] | |||||||||
Share, Issued (in Shares) | 1,664,072 | 1,664,072 | |||||||
KBL [Member] | |||||||||
Stockholders' Equity (Deficiency) (Details) [Line Items] | |||||||||
Common stock shares issued (in Shares) | 1,519,628 | ||||||||
Board of Directors [Member] | |||||||||
Stockholders' Equity (Deficiency) (Details) [Line Items] | |||||||||
Shares issued (in Shares) | 50,000 | ||||||||
Common Stock [Member] | |||||||||
Stockholders' Equity (Deficiency) (Details) [Line Items] | |||||||||
Share, Issued (in Shares) | 2,854,012 | ||||||||
Share, outstanding (in Shares) | 26,171,225 | 26,171,225 | 13,846,925 | 1,046,471 | |||||
Fair value | $ 285 | ||||||||
Shares aggregate (in Shares) | 9,881,785 | ||||||||
Common stock shares issued (in Shares) | 482,894 | ||||||||
Shares issued (in Shares) | 1,619,144 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Stockholders' Equity (Deficiency) (Details) [Line Items] | |||||||||
Preferred stock shares authorized (in Shares) | 5,000,000 | ||||||||
preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||||||
Dividend | 10.00% | ||||||||
Share, Issued (in Shares) | 1,000,000 | 1,000,000 | |||||||
Share, outstanding (in Shares) | 1,411,265 | 1,411,265 | |||||||
Carrying value of preferred stock | $ 1,922,068 | ||||||||
Fair value of series A preferred stock | $ 4,349,035 | ||||||||
Preferred Class A [Member] | |||||||||
Stockholders' Equity (Deficiency) (Details) [Line Items] | |||||||||
Preferred stock shares authorized (in Shares) | 1 | 1 | 1 | ||||||
Preferred shares issued (in Shares) | 1,000,000 | 1 | 1 | 1 | |||||
Common Class A [Member] | |||||||||
Stockholders' Equity (Deficiency) (Details) [Line Items] | |||||||||
Conversion price, per share (in Dollars per share) | $ 5.28 |
Stockholders' Equity (Deficie_4
Stockholders' Equity (Deficiency) (Details) - Schedule of special voting shares activity - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of special voting shares activity [Abstract] | ||
January 1 balance | 2,990,904 | |
Shares issued | 2,990,904 | |
Shares exchanged | (1,521,157) | |
December 31 balance | 1,469,747 | 2,990,904 |
Stockholders' Equity (Deficie_5
Stockholders' Equity (Deficiency) (Details) - Schedule of estimating the Black Scholes valuation method | Nov. 25, 2020 | Nov. 06, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of estimating the Black Scholes valuation method [Abstract] | ||||
Expected Term | 5 years 98 days | |||
Volatility | 100.00% | |||
Risk Free Rate | 0.40% | |||
Annual Rate of Dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2020 | Nov. 06, 2020 | Dec. 31, 2019 | Jul. 16, 2019 |
Income Taxes (Details) [Line Items] | ||||
Valuation allowance of deferred tax assets net | $ 2,491,161 | $ 2,491,161 | $ 2,031,811 | $ 2,031,811 |
Provision for valuation allowance of deferred tax assets net | 2,238,783 | $ 1,945,821 | ||
Domestic Federal [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Net operating loss carryforwards | 11,123,000 | |||
Canadian Federal [Member} | ||||
Income Taxes (Details) [Line Items] | ||||
Net operating loss carryforwards | 9,417,000 | |||
United Kingdom Federal [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Net operating loss carryforwards | $ 4,030,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Tax Domestic and International Components - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Income Tax Domestic and International Components [Abstract] | ||
Domestic | $ (8,635,341) | $ (18,288,861) |
International | (2,269,144) | (7,114,681) |
Total | $ (10,904,485) | $ (25,403,542) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Tax Benefits Provision - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Domestic: | ||
Federal | $ 1,289,907 | $ 969,769 |
State | 427,689 | 321,576 |
International | 541,614 | 663,972 |
2,259,210 | 1,955,317 | |
Change in valuation allowance | (2,238,783) | (1,945,821) |
Net income tax benefit | $ 20,427 | $ 9,496 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of United States Federal Statutory Rate | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of United States Federal Statutory Rate [Abstract] | ||
US Federal statutory rate | 21.00% | 21.00% |
Difference between domestic and foreign federal rates | (0.60%) | (1.60%) |
State and provincial taxes, net of federal benefits | 6.00% | 8.30% |
Permanent differences: | ||
Stock-based compensation | (0.80%) | (14.60%) |
Change in the fair value of derivatives and accrued issuable equity | (4.60%) | (4.50%) |
Loss on extinguishment | (1.00%) | (0.80%) |
Other | 0.70% | (0.10%) |
Change in valuation allowance | (20.50%) | (7.70%) |
Effective income tax rate | 0.20% | 0.00% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of income taxes Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 6,352,809 | $ 4,131,288 |
Organizational costs deferred for tax purposes | 3,068,651 | |
Reserve for uncollectible trade and notes receivable not currently deductible for tax purposes | 713,367 | |
Accrued compensation not currently deductible | 224,931 | 134,620 |
Other | 62,828 | |
9,709,220 | 4,979,276 | |
Difference between book and tax basis related to: | ||
Technology license | (404,507) | (394,824) |
Acquired in-process research and development | (3,242,750) | (3,277,935) |
Other | (21,072) | |
(3,668,329) | (3,672,759) | |
Deferred tax assets and liabilities | 6,040,891 | 1,306,517 |
Valuation allowance | (9,709,220) | (4,979,276) |
Deferred tax assets and liabilities, net | $ (3,668,329) | $ (3,672,759) |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of Valuation Deferred Tax Assets - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Valuation Deferred Tax Assets [Abstract] | ||
Beginning of period | $ (4,979,276) | $ (942,251) |
following transactions: | ||
- Reorganization in 2019 described in Note 4 | (2,031,811) | |
- Business combination in 2020 described in Note 5 | (2,491,161) | |
Change in valuation pursuant to the tax provision | (2,238,783) | (1,945,821) |
True-up to a prior year’s tax return | (59,393) | |
End of period | $ (9,709,220) | $ (4,979,276) |
Related Parties (Details)
Related Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Parties (Details) [Line Items] | ||
Due from related parties | $ 73,248 | |
Professional services | $ 330,118 | |
Professional Services | 101,009 | |
Accrued Expense Related Parties | 454,951 | 177,074 |
Accrued interest | 184,576 | 15,571 |
Loans payable - related parties | 513,082 | 220,525 |
Convertible notes payable - related parties | 270,000 | 454,604 |
Research and development expenses - related parties | 75,633 | $ 54,020 |
Stockholder | 10.00% | |
General and administrative expenses - related parties | 185,848 | $ 286,745 |
Investors | 10.00% | |
Travel expenses | $ 18,000 | |
Modification of stock award - related party | 0 | 12,959,360 |
Rental income - related parties | 25,946 | |
Other income - related parties | 240,000 | 552,329 |
Interest expense related party | $ 84,550 | $ 23,074 |
Director [Member] | ||
Related Parties (Details) [Line Items] | ||
Stockholder | 10.00% | 10.00% |
Investors | 10.00% | |
Officer [Member] | ||
Related Parties (Details) [Line Items] | ||
Professional services | $ 268,745 | |
Officer [Member] | ||
Related Parties (Details) [Line Items] | ||
Change in Fair Value of Unissued shares | $ 0 | 3,881,819 |
Officer [Member] | Director [Member] | ||
Related Parties (Details) [Line Items] | ||
Accrued interest | 124,833 | 78,610 |
Due to related parties | $ 0 | 17,341 |
Convertible notes | 17,827 | |
Director [Member] | ||
Related Parties (Details) [Line Items] | ||
Accounting fees | $ 68,000 | |
Stockholder | 10.00% | |
Investors | 10.00% | 10.00% |
Related Parties [Member] | ||
Related Parties (Details) [Line Items] | ||
Interest expense related party | $ 23,074 | |
Related Parties [Member] | Officer [Member] | Director [Member] | ||
Related Parties (Details) [Line Items] | ||
Interest expense related party | $ 84,550 | |
Interest Expense [Member] | ||
Related Parties (Details) [Line Items] | ||
Professional services | 196,377 | |
Interest Expense [Member] | Officer [Member] | Director [Member] | ||
Related Parties (Details) [Line Items] | ||
related party interest expense associated with convertible notes | 48,591 | |
Interest Expense [Member] | Director [Member] | ||
Related Parties (Details) [Line Items] | ||
Professional services | 30,464 | |
Interest Expense [Member] | KatexcoMember | CBR Pharma [Member] | ||
Related Parties (Details) [Line Items] | ||
Related party interest expense on loans payable | 2,161 | 2,161 |
Interest Expense [Member] | Related Parties [Member] | Officer [Member] | ||
Related Parties (Details) [Line Items] | ||
Interest expense on related party loans | 33,798 | 3,086 |
Officers and Directors [Member] | ||
Related Parties (Details) [Line Items] | ||
Research and development due amount received | 300,000 | 60,000 |
Travel advance | 13,248 | |
Director [Member] | ||
Related Parties (Details) [Line Items] | ||
Accounting fees | 19,118 | 22,026 |
Accounts Payable [Member] | ||
Related Parties (Details) [Line Items] | ||
Accounts payable related parties | $ 215,495 | $ 123,035 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 15, 2021 | Mar. 12, 2021 | Mar. 08, 2021 | Mar. 05, 2021 | Mar. 03, 2021 | Feb. 05, 2021 | Nov. 06, 2020 | May 19, 2021 | Apr. 29, 2021 | Apr. 24, 2021 | Apr. 23, 2021 | Mar. 31, 2021 | Mar. 19, 2021 | Feb. 25, 2021 | Feb. 19, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 10, 2021 | Nov. 25, 2020 |
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Conversion price (in Dollars per share) | $ 2 | |||||||||||||||||||
Warrant description | The PIPE Warrants are subject to a provision prohibiting the exercise of such Warrants to the extent that, after giving effect to such exercise, the holder of such Warrant (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% of the Company’s outstanding common stock (which may be increased to 9.99% on a holder by holder basis, with 61 days prior written consent of the applicable holder). | |||||||||||||||||||
Fair value of warrants | $ 7,294,836 | |||||||||||||||||||
Issuance of shares (in Shares) | 2 | |||||||||||||||||||
Services amount | $ 333,145 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Principal amount | $ 412,716 | |||||||||||||||||||
Converted amount | $ 432,384 | $ 1,340,183 | $ 300,000 | |||||||||||||||||
Accrued interest | $ 66,633 | $ 105,850 | ||||||||||||||||||
Conversion shares (in Shares) | 467,123 | |||||||||||||||||||
Conversion price (in Dollars per share) | $ 2.73 | |||||||||||||||||||
Description of stock option issuances | the Company awarded options to two of its officers to purchase 1,580,000 shares of the Company’s common stock, which have a term of 10 years, and an exercise price of $4.43 per share (the closing sales price on the date the Board of Directors approved the grant (February 26, 2021)). The options are subject to the Company’s 2020 Omnibus Incentive Plan and vest at the rate of (a) 1/5th of such options upon the grant date; and (b) 4/5th of such options vesting ratably on a monthly basis over the following 36 months on the last day of each calendar month; provided, however, that such options vest immediately upon officers’ deaths or disabilities, terminations without cause or terminations for good reason, a change in control of the Company or upon a sale of the Company. | |||||||||||||||||||
Aggregate damages amount | $ 174,993 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Offering closed date | Feb. 23, 2021 | |||||||||||||||||||
KCSA Settlement Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Services amount | $ 58,962 | |||||||||||||||||||
Early Bird Settlement Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Description of agreement | the Company settled the amounts due pursuant to a certain finder agreement entered into with EarlyBird on October 17, 2017 (the “Finder Agreement”). The Company’s Board of Directors determined it was in the best interests to settle all claims which had been made or could be made with respect to the Finder Agreement and entered into a settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company paid EarlyBird a cash payment of $275,000 and issued 225,000 shares of the Company’s restricted common stock to EarlyBird. | |||||||||||||||||||
Larsen Consulting Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Description of agreement | the Company entered into a consulting agreement with Glenn Larsen, the former Chief Executive Officer of 180 Therapeutics LP, to act in the capacity as negotiator for the licensing of four patents. In consideration for services provided, the Company agreed to compensate the consultant with $50,000 of its restricted common stock which vests upon the Company entering into a licensing transaction with the assistance of the consultant. | |||||||||||||||||||
Restricted common stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Description of issuance | the Company approved the issuance of 67,802 shares of restricted common stock to certain directors and officers under the Company’s 2020 Omnibus Incentive Plan, which amounts represented 50% of the amounts currently owed to such persons in consideration for services rendered. The shares issued were valued at the closing sales price on March 29, 2021, the last closing sales price prior to the date such issuance was approved by the Board of Directors. | |||||||||||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Description of agreement | the Consulting Agreement was amended to include CBR Pharma, a corporation incorporated and registered in England and Wales, and an indirect wholly-owned subsidiary of the Company, as a party thereto. In addition, the Company agreed to pay the consultant 15,000 British Pounds (GBP) per month (approximately $20,800) during the term of the agreement, increasing to GBP 23,000 per month (approximately $32,000) on the date (a) of publication of the data from the phase 2b clinical trial for Dupuytren’s disease (RIDD) and (b) the date that the Company has successfully raised over $15 million in capital. The Company also agreed to pay the consultant a bonus (“Bonus 1”) in the sum of 100,000 GPB upon submission of the Dupuytren’s disease clinical trial data for publication in a peer-reviewed journal. In addition, for prior work performed, including completion of the recruitment to the RIDD (Dupuytren’s) trial, the Company agreed to pay the consultant GBP 434,673 (approximately $605,000) (“Bonus 2”). At the election of the consultant, Bonus 2 shall be paid at least 50% (fifty percent) or more, as the consultant elects, in shares of the Company’s common stock, at a share price of $3.00 per share, or the share price on the date of the grant, whichever is lower, with the remainder paid in GBP. Bonus 2 shall be deemed earned and payable upon the Company raising a minimum of $15 million in additional funding, through the sale of debt or equity, after December 1, 2020 (the “Vesting Date”) and shall not be accrued, due or payable prior to such Vesting Date. Bonus 2 shall be payable by the Company within 30 calendar days of the Vesting Date. Finally, the consultant shall receive another one-time bonus (“Bonus 3”) of GBP 5,000 (approximately $7,000) on enrollment of the first patient to the phase 2 frozen shoulder trial, and another one-time bonus (“Bonus 4”) of GBP 5,000 (approximately $7,000) for enrollment of the first patient to the phase 2 delirium/POCD trial. The Consulting Agreement has an initial term of three years, and renews thereafter for additional three-year terms, until terminated as provided in the agreement. The Consulting Agreement can be terminated by either party with 12 months prior written notice (provided the Company’s right to terminate the agreement may only be exercised if the consultant fails to perform his required duties under the Consulting Agreement), or by the Company immediately under certain conditions specified in the Consulting Agreement if (a) the consultant fails or neglects efficiently and diligently to perform the services or is guilty of any breach of its or his obligations under the agreement (including any consent granted under it); (b) the consultant is guilty of any fraud or dishonesty or acts in a manner (whether in the performance of the services or otherwise) which, in the reasonable opinion of the Company, has brought or is likely to bring the consultant, the Company or any of its affiliates into disrepute or is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed); or (c) the consultant becomes bankrupt or makes any arrangement or composition with his creditors. If the Consulting Agreement is terminated by the Company for any reason other than cause, the consultant is entitled to a lump sum payment of 12 months of his fee as at the date of termination. On March 31, 2021, in satisfaction of amounts owed to the consultant for 50% of Bonus 2, the Company issued 100,699 shares of the Company’s common stock to the Consultant. Additionally, on April 15, 2021, in satisfaction of amounts owed to the consultant for an additional 19% of Bonus 2, the Company issued 37,715 of the Company’s common stock. The remainder of Bonus 2 will be due to the Consultant at such time as the Company has raised $15 million, which obligation was waived by the Company in connection with the issuance of the shares described above. | |||||||||||||||||||
Chief Executive Officer [Member] | Employment Agreements [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Description of employment agreements | the Company entered into an amended agreement with the Chief Executive Officer (“CEO”) (the “A&R Agreement”), dated February 24, 2021, and effective November 6, 2020. Pursuant to the A&R Agreement, the CEO agreed to serve as an officer of the Company. The agreement replaced his prior agreement with the Company. The A&R Agreement has a term of three years, and is automatically renewable thereafter for additional one-year periods, unless either party provides the other at least 90 days written notice of their intent to not renew the agreement. The CEO’s annual base salary under the agreement will initially be $450,000 per year. The annual salary is also subject to automatic 5% yearly increases. The CEO is also eligible to receive an annual bonus, with a target bonus equal to 45% of his then-current base salary, based upon the Company’s achievement of performance and management objectives as set and approved by the Board of Directors and/or Compensation Committee in consultation with the CEO. At the CEO’s option, the annual bonus can be paid in cash or the equivalent value of the Company’s common stock or a combination. thereof. The Board of Directors, as recommended by the Compensation Committee, may also award the CEO bonuses from time to time (in stock, options, cash, or other forms of consideration) in its discretion. Under the A&R Agreement, the CEO is also eligible to participate in any stock option plans and receive other equity awards, as determined by the Board of Directors from time to time. The agreement can be terminated any time by the Company for cause (subject to the cure provisions of the agreement), or without cause (with 60 days prior written notice to the CEO), by the CEO for good reason (as described in the agreement, and subject to the cure provisions of the agreement), or by the CEO without good reason. The agreement also expires automatically at the end of the initial term or any renewal term if either party provides notice of non-renewal as discussed above. In the event the A&R Agreement is terminated without cause by the Company, or by the CEO for good reason, the Company agreed to pay him the lesser of 18 months of salary or the remaining term of the agreement, the payment of any accrued bonus from the prior year, his pro rata portion of any current year’s bonus and health insurance premiums for the same period that he is to receive severance payments (as discussed above). The A&R Agreement contains standard and customary invention assignment, indemnification, confidentiality and non-solicitation provisions, which remain in effect for a period of 24 months following the termination of his agreement. | |||||||||||||||||||
Chief Financial Officer [Member] | Employment Agreements [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Description of employment agreements | the Company entered into an employment agreement (the “Employment Agreement”) dated February 24, 2021, and effective November 6, 2020, which agreement was amended and corrected on March 1, 2021, to be effective as of the effective date of the original agreement (which amendment and correction is retroactively updated in the discussion of the agreement), with the Company’s Interim Chief Financial Officer (“CFO”). Pursuant to the agreement, the CFO agreed to serve as an officer of the Company; and the Company agreed to pay the CFO $300,000 per year. Such salary is to be increased to a mutually determined amount upon the closing of a new financing, and shall also be increased on a yearly basis. Under the agreement, the CFO is eligible to receive an annual bonus, in a targeted amount of 30% of his then salary, based upon the Company’s achievement of performance and management objectives as set and approved by the CEO, in consultation with the CFO. The bonus amount is subject to adjustment. The Board of Directors, as recommended by the Compensation Committee of the Company (and/or the Compensation Committee), may also award the CFO bonuses from time to time (in stock, options, cash, or other forms of consideration) in its discretion. Under the Employment Agreement, the CFO is also eligible to participate in any stock option plans and receive other equity awards, as determined by the Board of Directors from time to time. As of December 31, 2020, the Company recorded $15,750 of accrued bonus payable to the CFO. The agreement can be terminated any time by the Company with or without cause with 60 days prior written notice and may be terminated by the CFO at any time with 60 days prior written notice. The agreement may also be terminated by the Company with six days’ notice in the event the agreement is terminated for cause under certain circumstances. Upon the termination of the CFO’s agreement by the Company without cause or by the CFO for good reason, the Company agreed to pay him three months of severance pay. The agreement contains standard and customary invention assignment, indemnification, confidentiality and non-solicitation provisions, which remain in effect for a period of 24 months following the termination of his agreement. | |||||||||||||||||||
Board of Directors [Member] | Restricted common stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Issuance of shares (in Shares) | 67,802 | |||||||||||||||||||
C&H Capital Inc [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Description of agreement | the Company entered into an amendment to the consulting agreement with C&H Capital. Pursuant to the amendment, as compensation for investor relations and strategic planning services, the Company issued 1,815 shares of the Company’s common stock which vest monthly over a one-year period to C&H Capital and the initial agreement with C&H Capital was terminated. | |||||||||||||||||||
C&H Capital Inc [Member] | Consulting Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Restricted common stock shares (in Shares) | 14,195 | |||||||||||||||||||
Sale of Common Stock in Private Offering [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Aggregate number of shares (in Shares) | 2,564,000 | |||||||||||||||||||
Warrants to purchase (in Shares) | 2,564,000 | |||||||||||||||||||
Purchase price (in Dollars per share) | $ 4.55 | |||||||||||||||||||
Gross proceeds | $ 11,700,000 | |||||||||||||||||||
Net proceeds | $ 10,700,000 | |||||||||||||||||||
Warrant exercise price per (in Dollars per share) | $ 5 | |||||||||||||||||||
Warrants exercisable term | 5 years | |||||||||||||||||||
Minimum [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Conversion price (in Dollars per share) | $ 2.45 | $ 2.45 | ||||||||||||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Conversion price (in Dollars per share) | $ 3.29 | $ 3.29 | ||||||||||||||||||
Kingsbrook Promissory Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Aggregate amount | $ 166,313 | |||||||||||||||||||
Repayment of accrued interest on debt | 16,313 | |||||||||||||||||||
Kingsbrook Promissory Note [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||||||
PPP Loan [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Forgiveness amount | $ 51,051 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Conversion shares (in Shares) | 158,383 | |||||||||||||||||||
Issuance of shares (in Shares) | 12,292 | |||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Issuance of shares (in Shares) | 4,604 | |||||||||||||||||||
AGP Warrants [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Warrant exercise price per (in Dollars per share) | $ 5.28 | |||||||||||||||||||
Warrants are exercisable shares (in Shares) | 63,658 | |||||||||||||||||||
Ownership percentage | 4.99% |
Subsequent Events (Details) - S
Subsequent Events (Details) - Schedule of measurements of warrant liabilities - Subsequent Event [Member] | 1 Months Ended |
Feb. 23, 2021 | |
Subsequent Events (Details) - Schedule of measurements of warrant liabilities [Line Items] | |
Risk-free interest rate | 0.59% |
Expected term (years) | 5 years |
Expected volatility | 85.00% |
Expected dividends | 0.00% |
Subsequent Events (Details) -_2
Subsequent Events (Details) - Schedule of agreed to payment | Dec. 31, 2021GBP (£) |
Upon signing of the Fifth Oxford Agreement [Member] | |
Subsequent Event [Line Items] | |
Amount Due (excluding VAT) | £ 70,546 |
6 months post signing of the Fifth Oxford Agreement [Member] | |
Subsequent Event [Line Items] | |
Amount Due (excluding VAT) | 70,546 |
12 months post signing of the Fifth Oxford Agreement [Member] | |
Subsequent Event [Line Items] | |
Amount Due (excluding VAT) | 70,546 |
24 months post signing of the Fifth Oxford Agreement [Member] | |
Subsequent Event [Line Items] | |
Amount Due (excluding VAT) | £ 70,546 |