Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Jul. 16, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | 180 Life Sciences Corp. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 30,768,873 | |
Amendment Flag | false | |
Entity Central Index Key | 0001690080 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
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 | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 6,052,862 | $ 2,108,544 |
Due from related parties | 300,000 | 300,000 |
Prepaid expenses and other current assets | 1,945,172 | 1,606,414 |
Total Current Assets | 8,298,034 | 4,014,958 |
Intangible assets, net | 2,041,999 | 2,047,818 |
In-process research and development | 12,589,191 | 12,569,793 |
Goodwill | 37,182,945 | 36,900,801 |
Total Assets | 60,112,169 | 55,533,370 |
Current Liabilities: | ||
Accounts payable | 3,905,267 | 8,529,259 |
Accounts payable - related parties | 236,534 | 215,495 |
Accrued expenses | 2,884,950 | 4,110,916 |
Accrued expenses - related parties | 512,992 | 454,951 |
Loans payable - current portion | 606,295 | 968,446 |
Loans payable - related parties | 514,140 | 513,082 |
Convertible notes payable | 316,111 | 1,916,195 |
Convertible notes payable - related parties | 270,000 | 270,000 |
Derivative liabilities | 24,375,911 | 4,442,970 |
Total Current Liabilities | 33,622,200 | 21,421,314 |
Accrued issuable equity | 43,095 | |
Loans payable - non current portion | 107,964 | 113,763 |
Deferred tax liability | 3,672,710 | 3,668,329 |
Total Liabilities | 37,402,874 | 25,246,501 |
Commitments and contingencies | ||
Series A Convertible Preferred Stock, $0.0001 par value; 1,000,000 shares designated; 0 shares issued; none available at March 31, 2021 or December 31, 2020 | ||
Stockholders’ Equity: | ||
Preferred stock, value | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 30,518,330 and 26,171,225 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 3,052 | 2,617 |
Additional paid-in capital | 86,436,232 | 78,005,004 |
Accumulated other comprehensive income | 826,234 | 636,886 |
Accumulated deficit | (64,556,223) | (48,357,638) |
Total Stockholders’ Equity | 22,709,295 | 30,286,869 |
Total Liabilities and Stockholders’ Equity | 60,112,169 | 55,533,370 |
Class C Preferred Stock | ||
Stockholders’ Equity: | ||
Preferred stock, value | ||
Class K Preferred Stock | ||
Stockholders’ Equity: | ||
Preferred stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Convertible prefered stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible prefered stock, shares designated | 1,000,000 | 1,000,000 |
Convertible prefered stock, shares issued | 0 | 0 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
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 | 30,518,330 | 26,171,225 |
Common stock, shares outstanding | 30,518,330 | 26,171,225 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Expenses: | ||
Research and development | $ 99,899 | $ 472,862 |
Research and development - related parties | 267,053 | 30,605 |
General and administrative | 2,542,231 | 995,328 |
General and administrative - related parties | 39,120 | 68,067 |
Total Operating Expenses | 2,948,303 | 1,566,862 |
Loss From Operations | (2,948,303) | (1,566,862) |
Other (Expense) Income: | ||
Gain on settlement of payables and accrued expenses | 723,764 | |
Other income - related parties | 240,000 | |
Interest expense | (112,933) | (152,916) |
Interest expense - related parties | (13,949) | (19,848) |
Loss on extinguishment of convertible notes payable, net | (9,737) | (886,736) |
Change in fair value of derivative liabilities | (13,229,308) | |
Offering costs allocated to warrant liabilities | (604,118) | |
Change in fair value of accrued issuable equity | (9,405) | |
Total Other Expense, Net | (13,255,686) | (819,500) |
Loss Before Income Taxes | (16,203,989) | (2,386,362) |
Income tax benefit | 5,404 | 5,102 |
Net Loss | (16,198,585) | (2,381,260) |
Other Comprehensive Income: | ||
Foreign currency translation adjustments | 189,348 | (1,844,205) |
Total Comprehensive Loss | $ (16,009,237) | $ (4,225,465) |
Basic and Diluted Net Loss per Common Share (in Dollars per share) | $ (0.58) | $ (0.14) |
Weighted Average Number of Common Shares Outstanding: (in Shares) | 27,953,302 | 16,840,668 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total | |
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 exchange of common stock equivalents | $ 41 | (41) | ||||
Shares issued upon exchange of common stock equivalents (in Shares) | 410,170 | |||||
Beneficial conversion feature on convertible debt issued | 329,300 | 329,300 | ||||
Net loss | (2,381,260) | (2,381,260) | ||||
Other comprehensive income (Loss) | (1,844,205) | (1,844,205) | ||||
Balance at Mar. 31, 2020 | $ 1,426 | 76,292,053 | (1,691,402) | (39,854,840) | 34,747,237 | |
Balance (in Shares) at Mar. 31, 2020 | 14,269,387 | |||||
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 | |||||
Shares issued upon conversion of KBL debt | $ 47 | 1,941,078 | 1,941,125 | |||
Shares issued upon conversion of KBL debt (in Shares) | 467,123 | |||||
Shares issued upon conversion of 180 debt | $ 16 | 432,367 | 432,383 | |||
Shares issued upon conversion of 180 debt (in Shares) | 158,383 | |||||
Shares issued in connection with the private offering, net of financing costs(a) | [1] | $ 256 | 10,730,814 | 10,731,070 | ||
Shares issued in connection with the private offering, net of financing costs(a) (in Shares) | [1] | 2,564,000 | ||||
Offering costs allocated to warrant liabilities | [1] | 604,118 | 604,118 | |||
Warrants issued in connection with the private offering, reclassified to derivative liabilities | (7,294,836) | (7,294,836) | ||||
Shares issued upon exchange of common stock equivalents | $ 96 | (96) | ||||
Shares issued upon exchange of common stock equivalents (in Shares) | 959,809 | 959,809 | ||||
Common stock | $ 20 | 925,384 | $ 925,404 | |||
Common stock (in Shares) | 197,790 | |||||
Options | 1,092,399 | 1,092,399 | ||||
Net loss | (16,198,585) | (16,198,585) | ||||
Other comprehensive income (Loss) | 189,348 | 189,348 | ||||
Balance at Mar. 31, 2021 | $ 3,052 | $ 86,436,232 | $ 826,234 | $ (64,556,223) | $ 22,709,295 | |
Balance (in Shares) at Mar. 31, 2021 | 30,518,330 | |||||
[1] | Consists of $11,700,000 of gross proceeds from the offering, net of placement agent fees and other cash offering costs of $968,930. Of the $968,930 offering costs, $364,812 was allocated to the common stock and $604,118 was allocated to the warrant liabilities and expensed immediately due to their liability classification (see Note 6 – Derivative Liabilities – Warrants Issued in Private Offering). |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (16,198,585) | $ (2,381,260) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | ||
Shares issued for services | 925,404 | |
Amortization of stock options | 1,092,399 | |
Depreciation and amortization | 28,668 | 32,293 |
Gain on settlement of payables and accrued expenses | (723,764) | |
Loss on extinguishment of convertible note payable | 9,737 | 886,736 |
Gain on exchange rate transactions | (5,334) | |
Deferred tax benefit | (5,403) | (5,102) |
Change in fair value of derivative liabilities | 13,229,308 | |
Offering costs allocated to warrant liabilities | 604,118 | |
Change in fair value of accrued issuable equity | 9,405 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (342,045) | 267,716 |
Due from related parties | (240,000) | |
Accounts payable | (3,966,486) | 302,380 |
Accrued expenses | (940,301) | 733,565 |
Accrued issuable equity | (52,500) | |
Total adjustments | 9,868,540 | 1,972,254 |
Net Cash Used In Operating Activities | (6,330,045) | (409,006) |
Cash Flows From Financing Activities | ||
Shares issued for cash, net of issuance costs | 10,731,070 | |
Repayment of loans payable | (368,532) | |
Proceeds from sale of common stock | 72,500 | |
Proceeds from loans payable | 3,500 | |
Proceeds from loans payable - related parties | 174,864 | |
Proceeds from convertible notes payable - related parties | 82,500 | |
Cash Provided By Financing Activities | 10,362,538 | 333,364 |
Effect of Exchange Rate Changes on Cash | (88,175) | 89,810 |
Net Increase In Cash | 3,944,318 | 14,168 |
Cash - Beginning of Period | 2,108,544 | 83,397 |
Cash - End of Period | 6,052,862 | 97,565 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for interest | ||
Non-cash investing and financing activities: | ||
Warrants issued in connection with the private offering | 7,294,836 | |
Conversion of convertible debt and accrued interest into common stock | 1,340,185 | |
Conversion of notes payable and accrued interest into common stock | 432,383 | |
Exchange of common stock equivalents for common stock | 96 | |
Accrued interest reclassified to convertible notes principal | 99,702 | |
Accrued interest reclassified to convertible notes, related party principal | 8,129 | |
Recognition of beneficial conversion feature as loss on extinguishment of convertible note principal | 339,200 | |
Redemption premium and restructuring fee recognized as an increase in convertible note principal | 557,444 | |
Proceeds from loans payable paid directly to vendors in satisfaction of accounts payable | 7,537 | |
Proceeds from loans payable - related parties paid directly to vendors in satisfaction of accounts payable | 9,263 | |
Increase in loans payable in satisfaction of certain accounts payable | 3,000 | |
Security deposit applied to accounts payable | $ 7,030 |
Business Organization and Natur
Business Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
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 180’s 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. 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. |
Going Concern and Management's
Going Concern and Management's Plans | 3 Months Ended |
Mar. 31, 2021 | |
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 significant losses since inception. During the three months ended March 31, 2021, the Company incurred a net loss of $16,198,585 and used $6,330,045 of cash in operations. As of March 31, 2021, the Company has an accumulated deficit of $64,556,223 and a working capital deficit of $25,324,166. 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. A continuation or worsening of the levels of market disruption and volatility seen in the recent past as the result of the COVID-19 pandemic 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 has 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, the efficacy of vaccines, the availability thereof, and the willingness of individuals to receive such vaccines, 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 or results of its operations, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. To date, only the follow-up time for patient data for the Phase 2b Dupuytren’s disease clinical trial has been delayed as a result of COVID-19, but such follow-up is now completed. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These condensed 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. Future financing options available to the Company include equity financings and loans and if the Company is unable to obtain such additional financing timely, or on favorable terms, 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 condensed consolidated financial statements are issued. Realization of the Company’s assets may be substantially different from the carrying amounts presented in these condensed consolidated financial statements and the accompanying condensed consolidated financial statements do not include any adjustments that may become necessary, should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2020, except as disclosed in this note. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual consolidated financial statements. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2021, and for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the operating results for the full year ending December 31, 2021 or any other period. For additional information, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements of and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on July 9, 2021. On November 6, 2020 (the “Closing Date”), the Company consummated a business combination (the “Business Combination”) pursuant to which, 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”, and the Company prior to the Merger sometimes referred to herein as “KBL”). 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 condensed 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. The condensed consolidated financial statements include the historical accounts of 180 Life Corp. as accounting acquirer along with its wholly owned subsidiaries, and, effective with the closing of the Business Combination, 180LS as the accounting acquiree. All intercompany transactions and balances have been eliminated in consolidation. 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 (0.7941 and 0.7056 for the CAD, 1.3766 and 1.2373 for the GBP, each as of March 31, 2021 and 2020, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7896 and 0.7455 for the CAD and 1.3784 and 1.2805 for the GBP for each of the three months ended March 31, 2021 and 2020, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity 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 three months ended March 31, 2021 and 2020, the Company recorded other comprehensive gain (loss) of $189,348 and ($1,844,205), 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 $11,148 and $5,334 of foreign currency transaction gains for the three months ended March 31, 2021 and 2020, respectively. Such amounts have been classified within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. 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: March 31, 2021 2020 Options 1,630,000 - Warrants 8,628,908 - Convertible debt (a) 100,361 888,187 Total 10,359,269 888,187 (a) Represents shares issuable upon conversion of debt at variable conversion prices, which were calculated using the fair value of the Company’s common stock at the respective balance sheet date. Warrant, Option and Convertible Instrument Valuation 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. 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 12, Subsequent Events. Reclassification Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 4 - ACCRUED EXPENSES Accrued expenses consist of the following as of March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Consulting fees $ 1,391,923 $ 1,718,559 Professional fees 658,069 1,261,751 Employee and director compensation 582,878 878,292 Research and development fees 134,072 17,817 Interest 104,434 184,576 Patent costs 8,974 - Travel expenses 4,600 4,600 Other - 45,321 $ 2,884,950 $ 4,110,916 As of March 31, 2021 and December 31, 2020, accrued expenses - related parties were $512,992 and $454,951, respectively. As of March 31, 2021, accrued expenses – related parties consisted primarily of professional fees and services. See Note 11 – Related Parties for details. |
Accrued Issuable Equity
Accrued Issuable Equity | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Issuabl Equity [Abstract] | |
ACCRUED ISSUABLE EQUITY | NOTE 5 - ACCRUED ISSUABLE EQUITY A summary of the accrued issuable equity activity during the three months ended March 31, 2021 is presented below: Balance at January 1, 2021 $ 43,095 Reclassification to equity (43,095 ) Balance at March 31, 2021 $ - There was no accrued issuable equity activity during the three months ended March 31, 2020. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 6 - 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 Three Months Ended Warrants Convertible Notes Total Beginning balance as of January 1, 2021 $ 4,217,170 $ 225,800 $ 4,442,970 Extinguishment of derivative liabilities in connection with conversion of debt - (591,203 ) (591,203 ) Warrants issued in private offering 7,294,836 - 7,294,836 Change in fair value of derivative liabilities 12,573,904 665,404 13,229,308 Ending balance as of March 31, 2021 $ 24,085,910 $ 290,001 $ 24,375,911 The fair value of the derivative liabilities as of March 31, 2021 was estimated using the Monte-Carlo and Black Scholes option price models, with the following assumptions used: For the March 31, Risk-free interest rate 0.00% - 0.92% Expected term (years) 0.02 – 4.90 Expected volatility 85% - 192% Expected dividends 0% Between January 15, 2021 and February 5, 2021, the fair value of derivative liabilities extinguished in connection with the conversion of debt were estimated using the Monte-Carlo and Black Scholes option price models with the following assumptions used: January 15, 2021 February 5, 2021 Risk-free interest rate 0.00% - 0.14% Expected term (years) 0.02 - 0.18 Expected volatility 120% - 161% Expected dividends 0% AGP Warrants In connection with the closing of the Business Combination on November 6, 2020, the Company became obligated to assume 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”) that had originally been issued by KBL to an investment banking firm in connection with a prior private placement. 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, in full satisfaction of the AGP Warrant Liability. The purchase of shares pursuant to the AGP Warrant is limited at any given time not to exceed a beneficial ownership of 4.99% of the then total number of issued and outstanding shares of the Company’s common stock. The AGP Warrant is exercisable at any time between May 2, 2021 and May 2, 2025. 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. The AGP Warrant was revalued on March 31, 2021 at $403,332 which resulted in a $237,436 increase in the fair value of the derivative liabilities. Warrants Issued in Private Offering On February 23, 2021, the Company issued five-year warrants (the “PIPE Warrants”) to purchase 2,564,000 shares of common stock at an exercise price of $5.00 per share in connection with the private offering (see Note 10 – Stockholders’ Equity – Common Stock). 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 PIPE Warrants were revalued on March 31, 2021 at $11,876,704 which resulted in a $4,581,868 change in the fair value of 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% |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2021 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 7 - LOANS PAYABLE Loans Payable The below table summarizes the activity of loans payable during the three months ended March 31, 2021: Principal Repayments Effect of Principal Kingsbrook $ 150,000 $ (150,000 ) $ - $ - Paycheck Protection Program 53,051 - - 53,051 Bounce back loan scheme 68,245 - 582 68,827 Other loans payable 810,913 (218,532 ) - 592,381 Total loans payable 1,082,209 (368,532 ) 582 714,259 Less: loans payable - current portion 968,446 (362,151 ) - 606,295 Loans payable - non-current portion $ 113,763 $ (6,381 ) $ 582 $ 107,964 On March 3, 2021, the Company repaid the Kingsbrook loans payable in cash for an aggregate of $166,313, which included the principal of $150,000 and accrued interest of $16,313. During the three months ended March 31, 2021, the Company paid an aggregate of $218,532 in partial satisfaction of other loans payable. Loans Payable- Related Parties The below table summarizes the activity of loans payable - related parties during the three months ended March 31, 2021: Principal Effect of Principal Loans payable issued between September 18, 2019 through November 4, 2020 $ 513,082 $ 1,058 $ 514,140 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 $432,699, previously entered into with Sir Marc Feldmann 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. Subsequently, on February 25, 2021, and effective as of the date of the original February 10, 2021 amendments, the Company determined that such amendments were entered into in error and each of Sir Feldmann and Dr. Steinman rescinded such February 10, 2021 amendments. See Note 12 – Subsequent Events. Interest Expense on Loans Payable For the three months ended March 31, 2021, the Company recognized interest expense and interest expense — related parties associated with the loans of $8,257 and $10,103, respectively. During the three months ended March 31, 2020, the Company recognized interest expense and interest expense — related parties associated with the loans of $14,885 and $6,638, respectively. As of March 31, 2021, the Company had accrued interest and accrued interest — related parties associated with the loans of $16,946 and $47,694, respectively. As of December 31, 2020, the Company had accrued interest and accrued interest — related parties associated with the loans of $24,824 and $37,539, respectively. See Note 11 — Related Parties for additional details. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 8 - CONVERTIBLE NOTES PAYABLE The below table summarizes the activity of convertible notes payable during the three months ended March 31, 2021: Principal Balance December 31, Converted Principal Balance March 31, Dominion $ 833,334 $ (833,334 ) $ - Kingsbrook 101,000 (101,000 ) - Alpha Capital 616,111 (300,000 ) 316,111 Convertible bridge notes 365,750 (365,750 ) - Total Convertible Notes Payable $ 1,916,195 $ (1,600,084 ) $ 316,111 Dominion, Kingsbrook and Alpha Convertible Promissory Notes During the three months ended March 31, 2021, certain noteholders elected to convert certain convertible notes payable with an aggregate principal balance of $1,234,334 and an aggregate accrued interest balance of $105,850 into an aggregate of 467,123 shares of the Company’s common stock at conversion prices ranging from $2.45-$3.29 per share. The shares issued upon the conversion of the convertible promissory notes had a fair value at issuance of $1,941,125. In connection with the conversion of convertible notes payable, derivative liabilities in the amount of $591,203 related to the bifurcated embedded conversion feature of such notes were extinguished. The Company recorded a loss on extinguishment of convertible notes payable of $9,737 during the three months ended March 31, 2021 as a result of the conversion of debt and the extinguishment of the related derivative liabilities. Bridge Notes During the three months ended March 31, 2021, certain noteholders elected to convert bridge notes with an aggregate principal balance of $365,750 and an aggregate accrued interest balance of $66,633 into an aggregate of 158,383 shares of the Company’s common stock 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. See Note 6, Derivative Liabilities, and Note 12, Subsequent Events. Interest on Convertible Notes During the three months ended March 31, 2021 and 2020, the Company recorded interest expense of $104,676 and $138,031, respectively, related to convertible notes payable, and recorded interest expense - related parties of $3,846 and $13,210, respectively, related to convertible notes payable - related parties. As of March 31, 2021 and December 31, 2020, accrued interest related to convertible notes payable was $85,087 and $182,181, respectively, and accrued interest expense - related parties related to convertible notes payable - related parties was $90,845 and $124,833, which is included in accrued expenses and accrued expenses - related parties, respectively, on the accompanying condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 - 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 March 31, 2021 or December 31, 2020. Potential Legal Matters Action against former executives of KBL 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 Quarterly Reports on Form 10-Q of the matters disclosed in Note 14 (as restated) of the September 30, 2020 financial statements in the amended Quarterly Report on 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. Action against Tyche Capital LLC 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. On May 17, 2021, Tyche filed a counterclaim against the Company alleging that it was the Company, rather than Tyche, that had breached the . Tyche also filed a 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 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. 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 which required the Company to pay Cantor a transaction fee in cash in the event the Company completed a business transaction, as well as the alleged breach of a settlement agreement subsequently entered into with Cantor as described above. The complaint seeks $1,500,000 in damages, pre-and-post judgment interest and attorneys’ fees. On April 4, 2021, the Company received a court summons in connection with the alleged breach of the settlement agreement pursuant to which Cantor 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. The Company believes it has meritorious defenses to the allegations, and the Company intends to continue to vigorously defend against the litigation. Further, 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. 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. Convertible Promissory Note The holder of the Alpha Convertible Note has alleged that the default event described in Note 9, Convertible Notes Payable, also applies to $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. Operating Leases The Company leased office space in London, UK through an operating lease agreement, which was terminated pursuant to the terms of the lease in August 2020. Total operating lease expenses were $0 and $17,397 for each of the three months ended March 31, 2021 and 2020 and is recorded in general and administrative expenses on the condensed consolidated statements of operations. Consulting Agreement On February 22, 2021, the Company entered into a consultancy agreement (as amended, the “Consulting Agreement”) with a related party (the “Consultant”). The Consulting Agreement is effective December 1, 2020. Pursuant to the Consulting Agreement, 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 23,000 GBP 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 the following bonus amounts: ● The sum of £100,000 (approximately $138,000) upon submission of the Dupuytren’s disease clinical trial data for publication in a peer-reviewed journal (“Bonus 1”); ● The sum of £434,673 GBP (approximately $605,000) (“Bonus 2”), which is 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”). Bonus 2 is payable within 30 days of the Vesting Date and shall be and shall not be accrued, due or payable prior to the Vesting Date. Bonus 2 is payable, at the election of the Consultant, at least 50% (fifty percent) in shares of the Company’s common stock, at the lower of (i) $3.00 per share, or (ii) the trading price on the date of the grant, with the remainder paid in GBP. ● The sum of £5,000 (approximately $7,000) on enrollment of the first patient to the phase 2 frozen shoulder trial (“Bonus 3”); and ● The sum of £5,000 (approximately $7,000) for enrollment of the first patient to the phase 2 delirium/POCD trial (“Bonus 4”). 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 required thereunder 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. Effective March 30, 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 to the Consultant. 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 Agreement of Chief Executive Officer On February 25, 2021, the Company entered into an amended agreement with the Chief Executive Officer of the Company (the “CEO”) (the “A&R Agreement”), dated February 24, 2021, and effective November 6, 2020, which replaced the CEO’s prior agreement with the Company. Pursuant to the A&R Agreement, the CEO agreed to serve as an officer of the Company for a term of three years, which 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, with automatic increases of 5% per annum. 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. 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 A&R 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 of Chief Financial Officer On February 25, 2021, the Company entered into an Employment Agreement (the “CFO Agreement”) dated February 24, 2021, and effective November 6, 2020, with the Company’s Interim Chief Financial Officer. Pursuant to the agreement, the CFO agreed to serve as the Interim Chief Financial Officer (“CFO”) of the Company for an initial salary of $300,000 per year, subject to increase to a mutually determined amount upon the closing of a new financing as well as annual increases. 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 CFO 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 March 31, 2021, 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. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 - STOCKHOLDERS’ EQUITY Common Stock 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 were determined to be liability-classified (see Note 6 – Derivative Liabilities – Warrants Issued in Private Offering). Of the $968,930 of placement agent fees and offering expenses, $364,812 was allocated to the common stock and $604,118 was allocated to the warrant liabilities. Because the PIPE Warrants are liability classified, the $604,118 allocated to the warrants was immediately expensed. 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 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, up to a maximum of $583,310, beginning on April 24, 2021 and until such date that the registration statement is filed with the SEC. Common Stock Issued for Services During the three months ended March 31, 2021, the Company issued an aggregate 197,790 of immediately vested shares of the Company’s common stock as compensation to consultants, directors, and officers, with an aggregate issuance date fair value of $925,404 which was charged immediately to the condensed consolidated statement of operations for the three months ended March 31, 2021. Common Stock Issued Upon Exchange of Common Stock Equivalents During the three months ended March 31, 2021, the Company issued 959,809 shares of its common stock upon the exchange of common stock equivalents. Convertible Note Conversions During the three months ended March 31, 2021, certain noteholders elected to convert certain convertible notes payable with an aggregate principal balance of $1,234,334 and an aggregate accrued interest balance of $105,850 into an aggregate of 467,123 shares of the Company’s common stock at conversion prices ranging from $2.45-$3.29 per share, pursuant to the terms of such notes. (See Note 8 – Convertible Notes Payable). Bridge Note Conversions During the three months ended March 31, 2021, certain noteholders elected to convert bridge notes with an aggregate principal balance of $365,750 and an aggregate accrued interest balance of $66,633 into an aggregate of 158,383 shares of the Company’s common stock at a conversion price of $2.73 per share, pursuant to the terms of such notes. (see Note 8 - Convertible Notes Payable). Stock Options On February 26, 2021, the Company issued ten-year options to purchase an aggregate of 1,580,000 shares of the Company’s common stock to two officers of the Company. The options have an exercise price of $4.43 per share and shall vest at the rate of (a) 1/5th of such Options on the date of grant; and (b) the remaining 4/5th of such options ratably on a monthly basis over the following 36 months on the last day of each calendar month; provided, however, that the equity awards will vest immediately upon executive’s death or disability. The options had a grant date fair value of $5,280,632, which will be recognized over the vesting term. The assumptions used in the Black-Scholes valuation method were as follows: For the Risk free interest rate 0.75% Expected term (years) 5.27 - 5.38 Expected volatility 100% Expected dividends 0% The Company recognized stock-based compensation expense related to the stock options for the three months ended March 31, 2021 and 2020 of $1,092,399 and $0, respectively, which is included within general and administrative expenses on the condensed consolidated statements of operations. As of March 31, 2021, there was $3,803,903 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 2.88 years. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 11 - RELATED PARTIES Due from Related Parties Due from related parties was $300,000 as of March 31, 2021 and December 31, 2020, and consists of a receivable due from a research and development company that has shared officers and directors. Accounts Payable - Related Parties Accounts payable - related parties was $236,534 as of March 31, 2021 and consists of $217,189 for professional services provided by the Company’s directors and $19,345 for accounting fees for services provided by a director and his company. 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. Accrued Expenses - Related Parties Accrued expenses - related parties was $512,992 as of March 31, 2021 and consists of $138,538 of interest accrued on loans and convertible notes due to certain officers and directors of the Company and $374,454 of accrued professional fees for services provided by certain directors of the Company. Accrued expenses - related parties of $454,951 as of December 31, 2020, 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. Loans Payable - Related Parties Loans payable - related parties consists of $514,140 and $513,082 as of March 31, 2021 and December 31, 2020, respectively. Please refer to Note 7 - Loan Payables for more information. Convertible Notes Payable - Related Parties Convertible notes payable - related parties of $270,000 and $270,000 as of March 31, 2021 and December 31, 2020, respectively, represents the principal balance of convertible notes owed to certain officers and directors of the Company. Research and Development Expenses – Related Parties During the three months ended March 31, 2021, the Company incurred $267,056 of research and development expenses in connection with professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. During the three months ended March 31, 2020, the Company incurred $30,605 of research and development expenses related to professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. General and Administrative Expenses - Related Parties During the three months ended March 31, 2021, the Company incurred $39,120 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 three months ended March 31, 2020, the Company incurred $68,067 of general and administrative expenses related to professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. Other Income - Related Parties During the three months ended March 31, 2021 and 2020, the Company recorded $0 and $240,000, respectively, of other income related to a one-year research and development agreement with a company who shares common officers and directors with the Company. Interest Expense - Related Parties During the three months ended March 31, 2021, the Company recorded $13,949 of interest expense - related parties, of which $11,526 related to interest on certain convertible notes held by officers and directors of the Company and $2,423 related to interest expense on loans from officers, directors and a greater than 10% investor of the Company. During the three months ended March 31, 2020, the Company recorded $19,848 of interest expense - related parties, of which $13,480 related to interest on certain convertible notes held by officers and directors of the Company and $6,368 related to interest expense on loans from officers, directors and a greater than 10% investor of the Company. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 - SUBSEQUENT EVENTS Common Stock Issued During April 2021, the Company issued 37,715 shares of common stock in partial satisfaction of bonuses earned by the Consultant pursuant to the terms of the Consulting Agreement. See Note 9 – Commitments and Contingencies, Consulting Agreement. Extension of the Loan Agreements On April 12, 2021, the Company entered into amended loan agreements with Sir Marc Feldmann and Dr. Lawrence Steinman, the Co-Executive Chairman of the Board of Directors, which extended the date of all of their outstanding loan agreements to September 30, 2021 (see Note 7 – Loans Payable, Loans Payable – Related Parties). Cantor Fitzgerald & Co. Litigation On April 4, 2021, the Company received a court summons in connection with the alleged breach of a settlement agreement with Cantor Fitzgerald & Co., and Cantor Fitzgerald & Co. is currently pursuing litigation. See Note 9 – Commitments and Contingencies, Potential Legal Matters. EarlyBird Capital Inc. Settlement Agreement On April 23, 2021, the Company settled the amounts due pursuant to a certain finder agreement entered into with EarlyBird Capital, Inc. (“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 Mr. Larsen with $50,000 of its restricted common stock (valued based on the closing sales price of the Company’s common stock on the date the Board of Directors approved the agreement, which shares have not been issued to date) which vests upon the Company entering into a licensing transaction with the assistance of Mr. Larsen. Legal Action On May 17, 2021, Tyche Capital LLC (“Tyche”) who had previously entered into a Guarantee and Commitment Agreement with the Company, filed counterclaims against the Company claiming breaches of fiduciary duties, and is seeking compensatory damages. See Note 9 – Commitments and Contingencies, Potential Legal Matters. Application for Forgiveness of the Paycheck Protection Program Loan On May 19, 2021, the Company applied for loan forgiveness for the amount of $51,051 in connection with amounts borrowed by Katexco under the Paycheck Protection Program. The result of the application has not yet been determined. University of Oxford Agreement On May 24, 2021, the Company entered into another research agreement with Oxford (the “Fifth Oxford Agreement”), pursuant to which the Company will sponsor work at the University of Oxford to conduct a multi-center, randomized, double blind, parallel group, feasibility study of anti-TNF injection for the treatment of adults with frozen shoulder during the pain-predominant phase. As consideration, the Company agreed to make the following payments to Oxford: Amount Due Milestone (excluding VAT) 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) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2020, except as disclosed in this note. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual consolidated financial statements. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2021, and for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the operating results for the full year ending December 31, 2021 or any other period. For additional information, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements of and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on July 9, 2021. On November 6, 2020 (the “Closing Date”), the Company consummated a business combination (the “Business Combination”) pursuant to which, 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”, and the Company prior to the Merger sometimes referred to herein as “KBL”). 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 condensed 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. The condensed consolidated financial statements include the historical accounts of 180 Life Corp. as accounting acquirer along with its wholly owned subsidiaries, and, effective with the closing of the Business Combination, 180LS as the accounting acquiree. All intercompany transactions and balances have been eliminated in consolidation. |
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 (0.7941 and 0.7056 for the CAD, 1.3766 and 1.2373 for the GBP, each as of March 31, 2021 and 2020, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7896 and 0.7455 for the CAD and 1.3784 and 1.2805 for the GBP for each of the three months ended March 31, 2021 and 2020, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity 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 three months ended March 31, 2021 and 2020, the Company recorded other comprehensive gain (loss) of $189,348 and ($1,844,205), 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 $11,148 and $5,334 of foreign currency transaction gains for the three months ended March 31, 2021 and 2020, respectively. Such amounts have been classified within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. |
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: March 31, 2021 2020 Options 1,630,000 - Warrants 8,628,908 - Convertible debt (a) 100,361 888,187 Total 10,359,269 888,187 (a) Represents shares issuable upon conversion of debt at variable conversion prices, which were calculated using the fair value of the Company’s common stock at the respective balance sheet date. |
Warrant, Option and Convertible Instrument Valuation | Warrant, Option and Convertible Instrument Valuation 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. |
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 12, Subsequent Events. |
Reclassifications | Reclassification Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of anti-dilutive | March 31, 2021 2020 Options 1,630,000 - Warrants 8,628,908 - Convertible debt (a) 100,361 888,187 Total 10,359,269 888,187 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | March 31, December 31, 2021 2020 Consulting fees $ 1,391,923 $ 1,718,559 Professional fees 658,069 1,261,751 Employee and director compensation 582,878 878,292 Research and development fees 134,072 17,817 Interest 104,434 184,576 Patent costs 8,974 - Travel expenses 4,600 4,600 Other - 45,321 $ 2,884,950 $ 4,110,916 |
Accrued Issuable Equity (Tables
Accrued Issuable Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Issuabl Equity [Abstract] | |
Schedule of accrued issuable equity activity | Balance at January 1, 2021 $ 43,095 Reclassification to equity (43,095 ) Balance at March 31, 2021 $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 Three Months Ended Warrants Convertible Notes Total Beginning balance as of January 1, 2021 $ 4,217,170 $ 225,800 $ 4,442,970 Extinguishment of derivative liabilities in connection with conversion of debt - (591,203 ) (591,203 ) Warrants issued in private offering 7,294,836 - 7,294,836 Change in fair value of derivative liabilities 12,573,904 665,404 13,229,308 Ending balance as of March 31, 2021 $ 24,085,910 $ 290,001 $ 24,375,911 |
Schedule of option pricing models to derivatives assumed | For the March 31, Risk-free interest rate 0.00% - 0.92% Expected term (years) 0.02 – 4.90 Expected volatility 85% - 192% Expected dividends 0% January 15, 2021 February 5, 2021 Risk-free interest rate 0.00% - 0.14% Expected term (years) 0.02 - 0.18 Expected volatility 120% - 161% Expected dividends 0% February 23, Risk-free interest rate 0.59% Expected term (years) 5.00 Expected volatility 85.0% Expected dividends 0.0% |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Loans Payable [Abstract] | |
Schedule of loans payable | Principal Repayments Effect of Principal Kingsbrook $ 150,000 $ (150,000 ) $ - $ - Paycheck Protection Program 53,051 - - 53,051 Bounce back loan scheme 68,245 - 582 68,827 Other loans payable 810,913 (218,532 ) - 592,381 Total loans payable 1,082,209 (368,532 ) 582 714,259 Less: loans payable - current portion 968,446 (362,151 ) - 606,295 Loans payable - non-current portion $ 113,763 $ (6,381 ) $ 582 $ 107,964 |
Schedule of related party loans payable | Principal Effect of Principal Loans payable issued between September 18, 2019 through November 4, 2020 $ 513,082 $ 1,058 $ 514,140 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Principal Balance December 31, Converted Principal Balance March 31, Dominion $ 833,334 $ (833,334 ) $ - Kingsbrook 101,000 (101,000 ) - Alpha Capital 616,111 (300,000 ) 316,111 Convertible bridge notes 365,750 (365,750 ) - Total Convertible Notes Payable $ 1,916,195 $ (1,600,084 ) $ 316,111 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of estimating the Black Scholes valuation method | For the Risk free interest rate 0.75% Expected term (years) 5.27 - 5.38 Expected volatility 100% Expected dividends 0% |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Schedule of the Company agreed to make payments to Oxford | Amount Due Milestone (excluding VAT) 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 ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Incurred a net loss | $ (16,198,585) | $ (2,381,260) | |
Cash used in operations | 6,330,045 | ||
Accumulated deficit | (64,556,223) | $ (48,357,638) | |
Working capital | $ 25,324,166 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Foreign currency translation description | 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 (0.7941 and 0.7056 for the CAD, 1.3766 and 1.2373 for the GBP, each as of March 31, 2021 and 2020, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7896 and 0.7455 for the CAD and 1.3784 and 1.2805 for the GBP for each of the three months ended March 31, 2021 and 2020, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. | |
Other comprehensive gain/(loss) | $ 189,348 | $ (1,844,205) |
Foreign currency transaction gain loss | $ 11,148 | $ 5,334 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive - shares | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive shares | 10,359,269 | 888,187 | |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive shares | 1,630,000 | ||
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive shares | 8,628,908 | ||
Convertible debt [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive shares | [1] | 100,361 | 888,187 |
[1] | Represents shares issuable upon conversion of debt at variable conversion prices, which were calculated using the fair value of the Company’s common stock at the respective balance sheet date. |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 512,992 | $ 454,951 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of accrued expenses [Abstract] | ||
Consulting fees | $ 1,391,923 | $ 1,718,559 |
Professional fees | 658,069 | 1,261,751 |
Employee and director compensation | 582,878 | 878,292 |
Research and development fees | 134,072 | 17,817 |
Interest | 104,434 | 184,576 |
Patent costs | 8,974 | |
Travel expenses | 4,600 | 4,600 |
Other | 45,321 | |
Total | $ 2,884,950 | $ 4,110,916 |
Accrued Issuable Equity (Detail
Accrued Issuable Equity (Details) - Schedule of accrued issuable equity activity | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule of accrued issuable equity activity [Abstract] | |
Balance at January 1, 2021 | $ 43,095 |
Reclassification to equity | (43,095) |
Balance at March 31, 2021 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | Nov. 06, 2020 | Mar. 31, 2021 | Mar. 12, 2021 | Feb. 23, 2021 | Dec. 31, 2020 |
Derivative Liabilities (Details) [Line Items] | |||||
Exercise price (in Dollars per share) | $ 5 | ||||
Aggregate amount | $ 24,375,911 | $ 4,442,970 | |||
Beneficial ownership | 4.99% | ||||
PIPE Warrants [Member] | |||||
Derivative Liabilities (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 5 | ||||
Purchase of shares of common stock (in Shares) | 2,564,000 | ||||
Fair value of PIPE Warrants | $ 7,294,836 | ||||
Revaluation of warrants | $ 11,876,704 | ||||
Change in fair value of derivative liabilities | 4,581,868 | ||||
AGP Warrants [Member] | |||||
Derivative Liabilities (Details) [Line Items] | |||||
Purchase of warrants (in Shares) | 63,658 | ||||
Exercise price (in Dollars per share) | $ 5.28 | ||||
Aggregate amount | $ 63,658 | ||||
Price per share (in Dollars per share) | $ 5.28 | ||||
AGP warrant revalued | 403,332 | ||||
Increase the fair value of derivative liabilities | $ 237,436 |
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 | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 4,442,970 |
Extinguishment of derivative liabilities in connection with conversion of debt | (591,203) |
Warrants issued in private offering | 7,294,836 |
Change in fair value of derivative liabilities | 13,229,308 |
Ending Balance | 24,375,911 |
Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 4,217,170 |
Extinguishment of derivative liabilities in connection with conversion of debt | |
Warrants issued in private offering | 7,294,836 |
Change in fair value of derivative liabilities | 12,573,904 |
Ending Balance | 24,085,910 |
Convertible Notes [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 225,800 |
Extinguishment of derivative liabilities in connection with conversion of debt | (591,203) |
Warrants issued in private offering | |
Change in fair value of derivative liabilities | 665,404 |
Ending Balance | $ 290,001 |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of option pricing models to derivatives assumed | 1 Months Ended | 3 Months Ended | |
Feb. 23, 2021 | Feb. 05, 2021 | Mar. 31, 2021 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Riske free interest rate | 0.59% | ||
Expected term (years) | 5 years | ||
Expected volatility | 85.00% | ||
Expected dividends | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Riske free interest rate | 0.00% | 0.00% | |
Expected term (years) | 7 days | 7 days | |
Expected volatility | 120.00% | 85.00% | |
Maximum [Member] | |||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Riske free interest rate | 0.14% | 0.92% | |
Expected term (years) | 65 days | 4 years 328 days | |
Expected volatility | 161.00% | 192.00% |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | Mar. 03, 2021 | Feb. 10, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Loans Payable (Details) [Line Items] | |||||
Principal amount | $ 432,699 | ||||
Partial satisfaction of other loans payable | $ 218,532 | ||||
Interest expense related parties | 13,949 | $ 19,848 | |||
Kingsbrook loans payable [Member] | |||||
Loans Payable (Details) [Line Items] | |||||
Loans payable in cash | $ 166,313 | ||||
Principal amount | 150,000 | ||||
Accrued interest | $ 16,313 | ||||
Interest Expense on Loans Payable [Member] | |||||
Loans Payable (Details) [Line Items] | |||||
Interest Expenses | 8,257 | 14,885 | |||
Interest expense related parties | 10,103 | $ 6,638 | |||
Accrued interest | 16,946 | $ 24,824 | |||
Accrued interest — related parties | $ 47,694 | $ 37,539 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of loans payable | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Loans Payable (Details) - Schedule of loans payable [Line Items] | |
Other loans payable, beginning balance | $ 810,913 |
Other loans payable, Repayments | (218,532) |
Other loans payable, Effect of Foreign Exchange Rates | |
Other loans payable, ending balance | 592,381 |
Total loans payable, beginning balance | 1,082,209 |
Total loans payable, Repayments | (368,532) |
Total loans payable, Effect of Foreign Exchange Rates | 582 |
Total loans payable, ending balance | 714,259 |
Less: loans payable - current portion ,beginning balance | 968,446 |
Less: loans payable - current portion | (362,151) |
Less: loans payable - current portion, Effect of Foreign Exchange Rates | |
Less: loans payable - current portion, ending balance | 606,295 |
Loans payable - non-current portion, beginning balance | 113,763 |
Loans payable - non-current portion, Repayments | (6,381) |
Loans payable - non-current portion, Effect of Foreign Exchange Rates | 582 |
Loans payable - non-current portion, ending balance | 107,964 |
Kingsbrook [Member] | |
Loans Payable (Details) - Schedule of loans payable [Line Items] | |
Principal Balance at December 31, 2020 | 150,000 |
Repayments | (150,000) |
Effect of Foreign Exchange Rates | |
Principal Balance at March 31, 2021 | |
Paycheck Protection Program [Member] | |
Loans Payable (Details) - Schedule of loans payable [Line Items] | |
Principal Balance at December 31, 2020 | 53,051 |
Repayments | |
Effect of Foreign Exchange Rates | |
Principal Balance at March 31, 2021 | 53,051 |
Bounce Back Loan Scheme [Member] | |
Loans Payable (Details) - Schedule of loans payable [Line Items] | |
Principal Balance at December 31, 2020 | 68,245 |
Repayments | |
Effect of Foreign Exchange Rates | 582 |
Principal Balance at March 31, 2021 | $ 68,827 |
Loans Payable (Details) - Sch_2
Loans Payable (Details) - Schedule of related party loans payable | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule of related party loans payable [Abstract] | |
Principal Balance at December 31, 2020, beginning balance | $ 513,082 |
Effect of Foreign Exchange Rates | 1,058 |
Principal Balance at March 31, 2021, ending balance | $ 514,140 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Convertible Notes Payable (Details) [Line Items] | |||
Conversion of debt | $ 1,340,185 | ||
Loss on extinguishment of debt | (9,737) | (886,736) | |
Interest expense of note payable | 104,676 | 138,031 | |
Interest expense, related parties | 13,949 | 19,848 | |
Interest accrued on convertible notes | 85,087 | $ 182,181 | |
Convertible notes payable - related parties | 90,845 | $ 124,833 | |
Dominion Convertible Promissory Note [Member] | |||
Convertible Notes Payable (Details) [Line Items] | |||
Principal converted to equity | 1,234,334 | ||
Accrued interest converted to equity | $ 105,850 | ||
Aggregate shares (in Shares) | 467,123 | ||
Conversion of debt | $ 1,941,125 | ||
Extinguishment of derivative liabilities | 591,203 | ||
Loss on extinguishment of debt | 9,737 | ||
Interest expense, related parties | $ 3,846 | $ 13,210 | |
Dominion Convertible Promissory Note [Member] | Minimum [Member] | |||
Convertible Notes Payable (Details) [Line Items] | |||
Conversion price on convertible debt (in Dollars per share) | $ 2.45 | ||
Dominion Convertible Promissory Note [Member] | Maximum [Member] | |||
Convertible Notes Payable (Details) [Line Items] | |||
Conversion price on convertible debt (in Dollars per share) | $ 3.29 | ||
Bridge Notes [Member] | |||
Convertible Notes Payable (Details) [Line Items] | |||
Principal converted to equity | $ 365,750 | ||
Accrued interest converted to equity | $ 66,633 | ||
Conversion price on convertible debt (in Dollars per share) | $ 2.73 | ||
Aggregate shares (in Shares) | 158,383 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of convertible notes payable | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Dominion [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |
Principal Balance December 31, 2020 | $ 833,334 |
Converted to Equity | (833,334) |
Principal Balance March 31, 2021 | |
Kingsbrook [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |
Principal Balance December 31, 2020 | 101,000 |
Converted to Equity | (101,000) |
Principal Balance March 31, 2021 | |
Alpha Capital [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |
Principal Balance December 31, 2020 | 616,111 |
Converted to Equity | (300,000) |
Principal Balance March 31, 2021 | 316,111 |
Convertible bridge notes [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |
Principal Balance December 31, 2020 | 365,750 |
Converted to Equity | (365,750) |
Principal Balance March 31, 2021 | |
Total Convertible Notes Payable [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |
Principal Balance December 31, 2020 | 1,916,195 |
Converted to Equity | (1,600,084) |
Principal Balance March 31, 2021 | $ 316,111 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Apr. 04, 2021 | Nov. 06, 2020 | Apr. 15, 2021 | Feb. 25, 2021 | Jul. 25, 2019 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 31, 2020 |
Commitments and Contingencies (Details) [Line Items] | ||||||||
Transactions fee | $ 1,500,000 | |||||||
Shares issued to settle transaction fee (in Shares) | 150,000 | |||||||
Pre and post judgement interest and attorney's fees | $ 1,500,000 | |||||||
Issuance of shares (in Shares) | 150,000 | |||||||
Litigation Settlement, Amount Awarded to Other Party | $ 300,000 | |||||||
Operating Lease Expenses | 0 | $ 17,397 | ||||||
Percentage of consultant bonus | 50.00% | |||||||
Shares issues (in Shares) | 100,699 | |||||||
Fee owed to consultant | $ 15,000,000 | |||||||
Termination of agreement, description | 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). | |||||||
Termination employment agreement | 6 days | |||||||
Severance pay to paid upon termination of CFO without cause | 3 months | |||||||
Consulting Agreement [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Related party transaction, description | On February 22, 2021, the Company entered into a consultancy agreement (as amended, the “Consulting Agreement”) with a related party (the “Consultant”). The Consulting Agreement is effective December 1, 2020. Pursuant to the Consulting Agreement, 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 23,000 GBP 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 the following bonus amounts: ● The sum of £100,000 (approximately $138,000) upon submission of the Dupuytren’s disease clinical trial data for publication in a peer-reviewed journal (“Bonus 1”); ●The sum of £434,673 GBP (approximately $605,000) (“Bonus 2”), which is 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”). Bonus 2 is payable within 30 days of the Vesting Date and shall be and shall not be accrued, due or payable prior to the Vesting Date. Bonus 2 is payable, at the election of the Consultant, at least 50% (fifty percent) in shares of the Company’s common stock, at the lower of (i) $3.00 per share, or (ii) the trading price on the date of the grant, with the remainder paid in GBP. ●The sum of £5,000 (approximately $7,000) on enrollment of the first patient to the phase 2 frozen shoulder trial (“Bonus 3”); and ●The sum of £5,000 (approximately $7,000) for enrollment of the first patient to the phase 2 delirium/POCD trial (“Bonus 4”). | |||||||
StanfordMember | KatexcoMember | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Shares issues (in Shares) | 37,715 | |||||||
Percentage of consultant additional bonus | 19.00% | |||||||
KBL [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Damages of net tangible asset in business combination | $ 5,000,001 | |||||||
Chief Executive Officer [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Employment agreement of chief executive officer term | 3 years | |||||||
CEO’s annual base salary | $ 450,000 | |||||||
Percentage of automatic annual salary increase | 5.00% | |||||||
salary available to paid bonus | 45.00% | |||||||
Notice period required to terminate the employment agreement | 60 days | |||||||
Chief Financial Officer [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Notice period required to terminate the employment agreement | 60 days | |||||||
Annual base salary | $ 300,000 | |||||||
Target bonus Percentage | 30.00% | |||||||
Accrued bonus payable | $ 15,750 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | Feb. 26, 2021 | Feb. 19, 2021 | Mar. 31, 2021 | Mar. 30, 2021 | Mar. 31, 2020 | Apr. 24, 2021 | Dec. 31, 2020 |
Stockholders’ Equity (Details) [Line Items] | |||||||
Par value per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Gross proceeds from the sale of stock | $ 11,700,000 | ||||||
Offering expenses | $ 72,500 | ||||||
Warrant exercice price (in Dollars per share) | $ 5 | ||||||
Placement agent fees and offering expenses | $ 968,930 | ||||||
Allocated to common stock | 364,812 | ||||||
Allocated to warrant liabilities | 604,118 | ||||||
Maximum purchase aggregate amount | $ 583,310 | ||||||
Shares issued for services (in Shares) | 100,699 | ||||||
Aggregate issuance date fair value | $ 925,404 | ||||||
Common stock upon exchange of common stock equivalents (in Shares) | 959,809 | ||||||
Stock based compensation grant date value | $ 5,280,632 | ||||||
Stock based compensation related to stock options | 1,092,399 | $ 0 | |||||
Stock compensation not yet recognized | $ 3,803,903 | ||||||
Weighted average remaining vesting period | 2 years 321 days | ||||||
Subsequent Event [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Penalties for Event of Default | $ 174,993 | ||||||
Minimum [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Beneficial ownership interest | 4.99% | ||||||
Maximum [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Beneficial ownership interest | 9.99% | ||||||
Convertible Notes Payable [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Debt converted to equity | $ 1,234,334 | ||||||
Accrued interest converted to Equity | $ 105,850 | ||||||
Aggregate shares of common stock conversion debt (in Shares) | 467,123 | ||||||
Aggregate Shares common stock conversion (in Shares) | 467,123 | ||||||
Convertible Notes Payable [Member] | Minimum [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Conversion price for convertible debt (in Dollars per share) | $ 2.45 | ||||||
Convertible Notes Payable [Member] | Maximum [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Conversion price for convertible debt (in Dollars per share) | $ 3.29 | ||||||
Conversion [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Debt converted to equity | $ 365,750 | ||||||
Accrued interest converted to Equity | $ 66,633 | ||||||
Conversion [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Aggregate Shares common stock conversion (in Shares) | 158,383 | ||||||
Price per share (in Dollars per share) | $ 2.73 | ||||||
Stock Options [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Options granted (in Shares) | 1,580,000 | ||||||
Exercise price for stock options (in Dollars per share) | $ 4.43 | ||||||
Common Stock [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Gross proceeds from the sale of common stock (in Shares) | 2,564,000 | ||||||
Par value per Share (in Dollars per share) | $ 4.55 | ||||||
Offering expenses | $ 10,700,000 | ||||||
Common stock upon exchange of common stock equivalents (in Shares) | 959,809 | 410,170 | |||||
Aggregate Shares common stock conversion (in Shares) | 467,123 | ||||||
Warrant [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Gross proceeds from the sale of common stock (in Shares) | 2,564,000 | ||||||
Allocated to warrant liabilities | $ 604,118 | ||||||
Consultants,Directors,Officers, [Member] | |||||||
Stockholders’ Equity (Details) [Line Items] | |||||||
Shares issued for services (in Shares) | 197,790 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of estimating the Black Scholes valuation method | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders’ Equity (Details) - Schedule of estimating the Black Scholes valuation method [Line Items] | |
Risk free interest rate | 0.75% |
Expected volatility | 100.00% |
Expected dividends | 0.00% |
Maximum [Member] | |
Stockholders’ Equity (Details) - Schedule of estimating the Black Scholes valuation method [Line Items] | |
Expected term (years) | 5 years 98 days |
Minimum [Member] | |
Stockholders’ Equity (Details) - Schedule of estimating the Black Scholes valuation method [Line Items] | |
Expected term (years) | 5 years 138 days |
Related Parties (Details)
Related Parties (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Parties (Details) [Line Items] | |||
Due from related parties | $ 300,000 | $ 300,000 | |
Accounts payable - related parties | 236,534 | 215,495 | |
Accrued expenses related parties | 512,992 | ||
Loans payable related parties | 514,140 | 513,082 | |
Convertible notes payable related party | 270,000 | 270,000 | |
Research and development expenses related to professional fees | 99,899 | $ 472,862 | |
Other income related parties | 240,000 | ||
Interest expenses related party | 13,949 | 19,848 | |
Other Income - Related Parties [Member] | |||
Related Parties (Details) [Line Items] | |||
Other income related parties | 0 | 240,000 | |
Officers and Directors [Member] | |||
Related Parties (Details) [Line Items] | |||
Professional services | 217,189 | 196,377 | |
Accounting fees | 19,345 | 19,118 | |
Officers and Directors [Member] | Research and Development Expense [Member] | |||
Related Parties (Details) [Line Items] | |||
Research and development expenses related to professional fees | $ 267,056 | $ 30,605 | |
Investors percentage to research and development expenses | 10.00% | 10.00% | |
Officers and Directors [Member] | General and Administrative Expense [Member] | |||
Related Parties (Details) [Line Items] | |||
General and administrative expenses | $ 39,120 | $ 68,067 | |
Investors percentage | 10.00% | 10.00% | |
Officers and Directors [Member] | |||
Related Parties (Details) [Line Items] | |||
Accrued expenses related parties | 454,951 | ||
Interest accrued | $ 138,538 | 124,833 | |
Accrued professional fees | $ 374,454 | $ 330,118 | |
Investors percentage | 10.00% | 10.00% | |
Interest expenses related party | $ 13,949 | $ 19,848 | |
Interest on convertible notes | 11,526 | 13,480 | |
Interest expense on loans | $ 2,423 | ||
Interest expenses | $ 6,368 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |||
May 19, 2021 | Apr. 30, 2021 | Apr. 29, 2021 | Apr. 23, 2021 | |
Early Bird Settlement Agreement [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 Capital, Inc. (“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 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 Mr. Larsen with $50,000 of its restricted common stock (valued based on the closing sales price of the Company’s common stock on the date the Board of Directors approved the agreement, which shares have not been issued to date) which vests upon the Company entering into a licensing transaction with the assistance of Mr. Larsen. | |||
Consulting Agreement [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Issued shares of common stock | 37,715 | |||
PPP Loan [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Forgiveness amount | $ 51,051 |
Subsequent Events (Details) - S
Subsequent Events (Details) - Schedule of the Company agreed to make payments to Oxford | Mar. 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 |