Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | 180 Life Sciences Corp. | |
Trading Symbol | ATNF | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 34,016,456 | |
Amendment Flag | false | |
Entity Central Index Key | 0001690080 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38105 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 90-1890354 | |
Entity Address, Address Line One | 3000 El Camino Real Bldg. 4 | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Palo Alto | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94306 | |
City Area Code | (650) | |
Local Phone Number | 507-0669 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 11,687,800 | $ 2,108,544 |
Due from related parties | 300,000 | |
Prepaid expenses and other current assets | 1,945,939 | 1,606,414 |
Total Current Assets | 13,633,739 | 4,014,958 |
Intangible assets, net | 1,970,131 | 2,047,818 |
In-process research and development | 12,569,491 | 12,569,793 |
Goodwill | 36,896,406 | 36,900,801 |
Total Assets | 65,069,767 | 55,533,370 |
Current Liabilities: | ||
Accounts payable | 638,582 | 8,529,259 |
Accounts payable - related parties | 4,447 | 215,495 |
Accrued expenses | 2,205,391 | 4,110,916 |
Accrued expenses - related parties | 130,548 | 454,951 |
Loans payable - current portion | 279,290 | 968,446 |
Loans payable - related parties | 81,244 | 513,082 |
Convertible notes payable | 1,916,195 | |
Convertible notes payable - related parties | 270,000 | |
Derivative liabilities | 20,885,316 | 4,442,970 |
Total Current Liabilities | 24,224,818 | 21,421,314 |
Accrued issuable equity | 43,095 | |
Loans payable - non current portion | 52,096 | 113,763 |
Deferred tax liability | 3,652,054 | 3,668,329 |
Total Liabilities | 27,928,968 | 25,246,501 |
Commitments and contingencies (Note 8) | ||
Stockholders’ Equity: | ||
Preferred stock, value | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 33,968,735 and 26,171,225 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 3,399 | 2,617 |
Additional paid-in capital | 106,153,999 | 78,005,004 |
Accumulated other comprehensive income | 701,904 | 636,886 |
Accumulated deficit | (69,718,503) | (48,357,638) |
Total Stockholders’ Equity | 37,140,799 | 30,286,869 |
Total Liabilities and Stockholders’ Equity | 65,069,767 | 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 (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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 | 33,968,735 | 26,171,225 |
Common stock, shares outstanding | 33,968,735 | 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 Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Expenses: | ||||
Research and development | $ 316,473 | $ 386,949 | $ 689,217 | $ 1,210,816 |
Research and development - related parties | 298,879 | 112,652 | 1,287,583 | 223,321 |
General and administrative | 3,519,605 | 206,399 | 8,740,067 | 1,712,950 |
General and administrative - related parties | 82,519 | 25,078 | 462,081 | 85,052 |
Total Operating Expenses | 4,217,476 | 731,078 | 11,178,948 | 3,232,139 |
Loss From Operations | (4,217,476) | (731,078) | (11,178,948) | (3,232,139) |
Other (Expense) Income: | ||||
Gain on settlement of liabilities | 472,677 | 927,698 | ||
Other income | 12,308 | 2,603 | 12,308 | 15,208 |
Other income - related parties | 240,000 | |||
Interest expense | (5,455) | (82,990) | (130,634) | (408,404) |
Interest expense - related parties | (14,201) | (23,088) | (42,279) | (64,758) |
Gain (loss) on extinguishment of convertible notes payable, net | (9,737) | 491,624 | ||
Change in fair value of derivative liabilities | 22,043,391 | (10,342,337) | ||
Change in fair value of accrued issuable equity | (9,405) | |||
Offering costs allocated to warrant liabilities | (604,118) | |||
Total Other (Expense) Income, Net | 22,508,720 | (103,475) | (10,198,504) | 273,670 |
(Loss) Income Before Income Taxes | 18,291,244 | (834,553) | (21,377,452) | (2,958,469) |
Income tax benefit | 5,612 | 5,135 | 16,587 | 15,175 |
Net (Loss) Income | 18,296,856 | (829,418) | (21,360,865) | (2,943,294) |
Other Comprehensive Income (Loss): | ||||
Foreign currency translation adjustments | (530,817) | 414,335 | 65,018 | (562,626) |
Total Comprehensive (Loss) Income | $ 17,766,039 | $ (415,083) | $ (21,295,847) | $ (3,505,920) |
Basic and Diluted Net (Loss) Income per Common Share | ||||
Basic (in Dollars per share) | $ 0.56 | $ (0.05) | $ (0.7) | $ (0.17) |
Diluted (in Dollars per share) | $ 0.23 | $ (0.05) | $ (0.7) | $ (0.17) |
Weighted Average Number of Common Shares Outstanding: | ||||
Basic (in Shares) | 32,728,295 | 16,850,379 | 30,491,082 | 16,847,069 |
Diluted (in Shares) | 33,709,584 | 16,850,379 | 30,491,082 | 16,847,069 |
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 | ||||
Stock based compensation: | |||||
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 | |||
Comprehensive income (loss): | |||||
Net income (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 | ||||
Stock based compensation: | |||||
Shares issued upon exchange of common stock equivalents | $ 6 | (6) | |||
Shares issued upon exchange of common stock equivalents (in Shares) | 56,743 | ||||
Comprehensive income (loss): | |||||
Net income (loss) | 267,383 | 267,383 | |||
Other comprehensive income (loss) | 867,244 | 867,244 | |||
Balance at Jun. 30, 2020 | $ 1,432 | 76,292,047 | (824,158) | (39,587,457) | 35,881,864 |
Balance (in Shares) at Jun. 30, 2020 | 14,326,130 | ||||
Stock based compensation: | |||||
Shares issued upon exchange of common stock equivalents | $ 17 | (17) | |||
Shares issued upon exchange of common stock equivalents (in Shares) | 168,210 | ||||
Comprehensive income (loss): | |||||
Net income (loss) | (829,418) | (829,418) | |||
Other comprehensive income (loss) | 414,335 | 414,335 | |||
Balance at Sep. 30, 2020 | $ 1,449 | 76,292,030 | (409,823) | (40,416,875) | 35,466,781 |
Balance (in Shares) at Sep. 30, 2020 | 14,494,340 | ||||
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 | ||||
Stock based compensation: | |||||
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 financing, net of financing costs | $ 256 | 10,730,814 | 10,731,070 | ||
Shares issued in connection with the financing, net of financing costs (in Shares) | 2,564,000 | ||||
Offering costs allocated to warrant liabilities | 604,118 | 604,118 | |||
Warrants issued in connection with 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 | ||||
Stock based compensation: | |||||
Common stock | $ 20 | 925,384 | 925,404 | ||
Common stock (in Shares) | 197,790 | ||||
Options | 1,092,399 | 1,092,399 | |||
Comprehensive income (loss): | |||||
Net income (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 | ||||
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 | ||||
Balance at Sep. 30, 2021 | $ 3,399 | 106,153,999 | 701,904 | (69,718,503) | 37,140,799 |
Balance (in Shares) at Sep. 30, 2021 | 33,968,735 | ||||
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 | ||||
Shares issued to settle accounts payable | $ 23 | 1,973,227 | 1,973,250 | ||
Shares issued to settle accounts payable (in Shares) | 225,000 | ||||
Impact of transfer agent reconciliation | $ 28 | (28) | |||
Impact of transfer agent reconciliation (in Shares) | 280,509 | ||||
Correction of an error (see Note 11) | 363,523 | 363,523 | |||
Stock based compensation: | |||||
Common stock | $ 4 | 378,655 | 378,659 | ||
Common stock (in Shares) | 37,515 | ||||
Options | 344,095 | 344,095 | |||
Comprehensive income (loss): | |||||
Net income (loss) | (23,459,136) | (23,459,136) | |||
Other comprehensive income (loss) | 406,487 | 406,487 | |||
Balance at Jun. 30, 2021 | $ 3,107 | 89,495,704 | 1,232,721 | (88,015,359) | 2,716,173 |
Balance (in Shares) at Jun. 30, 2021 | 31,061,354 | ||||
Shares issued in connection with the August 2021 Offering, net of financing costs | $ 250 | 13,879,750 | 13,880,000 | ||
Shares issued in connection with the August 2021 Offering, net of financing costs (in Shares) | 2,500,000 | ||||
Shares issued to settle convertible debt and derivative liabilities with Alpha Capital | $ 15 | 1,060,485 | 1,060,500 | ||
Shares issued to settle convertible debt and derivative liabilities with Alpha Capital (in Shares) | 150,000 | ||||
Shares issued in connection with the repayment of related party loans and convertible notes | $ 15 | 851,097 | 851,112 | ||
Shares issued in connection with the repayment of related party loans and convertible notes (in Shares) | 141,852 | ||||
Stock based compensation: | |||||
Shares issued upon exchange of common stock equivalents | $ 4 | (4) | |||
Shares issued upon exchange of common stock equivalents (in Shares) | 44,240 | ||||
Stock based compensation: | |||||
Common stock | $ 8 | 431,988 | 431,996 | ||
Common stock (in Shares) | 71,289 | ||||
Options | 434,979 | 434,979 | |||
Comprehensive income (loss): | |||||
Net income (loss) | 18,296,856 | 18,296,856 | |||
Other comprehensive income (loss) | (530,817) | (530,817) | |||
Balance at Sep. 30, 2021 | $ 3,399 | $ 106,153,999 | $ 701,904 | $ (69,718,503) | $ 37,140,799 |
Balance (in Shares) at Sep. 30, 2021 | 33,968,735 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (21,360,865) | $ (2,943,294) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | ||
Shares issued for services | 2,099,582 | |
Amortization of stock options | 1,871,473 | |
Depreciation and amortization | 93,139 | 93,480 |
Bad debt expense (recovery) - related parties | 338,582 | (1,156,750) |
Interest expense capitalized to debt principal | 313,363 | |
Gain on settlement of liabilities, net | (927,698) | |
Loss (gain) on extinguishment of convertible note payable | 9,737 | (491,624) |
Deferred tax benefit | (16,587) | (15,175) |
Offering costs allocated to warrant liabilities | 604,118 | |
Change in fair value of derivative liabilities | 10,342,337 | |
Change in fair value of accrued issuable equity | 9,405 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (443,531) | 409,809 |
Due from related parties | (240,000) | |
Accounts payable | (5,669,923) | 1,835,623 |
Accrued expenses | (1,241,167) | 1,538,999 |
Accrued issuable equity | (52,500) | |
Total adjustments | 7,016,967 | 2,287,725 |
Net Cash Used In Operating Activities | (14,343,898) | (655,569) |
Cash Flows From Financing Activities | ||
Proceeds from sale of common stock and warrants | 26,666,200 | 72,500 |
Offering costs in connection with sale of common stock and warrants | (2,055,130) | |
Repayment of loans payable | (738,199) | |
Repayment of convertible debt | (10,000) | |
Proceeds from loans payable | 220,056 | |
Proceeds from convertible notes payable | 82,500 | |
Proceeds from Paycheck Protection Program loan | 53,051 | |
Proceeds from Bounce Back Loan Scheme loan | 63,542 | |
Cash Provided By Financing Activities | 23,862,871 | 491,649 |
Effect of Exchange Rate Changes on Cash | 60,283 | 113,215 |
Net Increase (Decrease) In Cash | 9,579,256 | (50,705) |
Cash - Beginning of Period | 2,108,544 | 83,396 |
Cash - End of Period | 11,687,800 | 32,691 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for interest | 31,428 | |
Non-cash investing and financing activities: | ||
Conversion of convertible debt and accrued interest into common stock | 1,340,184 | |
Common stock issued upon exchange of notes payable and accrued interest | 1,283,496 | |
Shares and warrants issued for Alpha Settlement | 1,156,177 | |
Exchange of common stock equivalents for common stock | 100 | |
Shares issued to settle accounts payable | 1,973,250 | |
Secuirty deposit applied to accounts payable | 7,078 | |
Recognition of beneficial conversion feature as loss on extinguishment of convertible note principal | 329,300 | |
Redemption premium and restructuring fee recognized as an increase in convertible note principal | 557,436 | |
Extinguishment of convertible note | 1,510,113 | |
Non-convertible note issued to holder of extinguished convertible note | 150,000 | |
Restructuring fee recognized as an increase in bridge note principal | 33,250 | |
Loans payable for payments made by the counterparty directly to vendors in satisfaction of accounts payable | 38,467 | |
Warrants issued in connection with the private offering | $ 7,294,836 |
Business Organization and Natur
Business Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS 180 Life Sciences Corp., formerly known as KBL Merger Corp. IV (“180LS”, or together with its subsidiaries, the “Company”), was a blank check company organized under the laws of the State of Delaware on September 7, 2016. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. 180 Life Corp. (“180”, f/k/a 180 Life Sciences Corp. and CannBioRx Life Sciences Corp.) is a wholly-owned subsidiary of the Company and was incorporated in the State of Delaware on January 28, 2019. The Company is located in the United States (“U.S.”) and is a medical pharmaceutical company focused upon unmet medical needs in the areas of inflammatory diseases, fibrosis, and chronic pain by employing innovative research and, where appropriate, combination therapies, through 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. On July 1, 2021, the assets and liabilities of the Canadian companies (Katexco and CBR Pharma) were transferred to their respective subsidiaries, which are Katexco Pharmaceuticals Corp. (“Katexco U.S.”) and CannBioRex Pharma Limited (“CBR Pharma U.K.”). The Company is a clinical stage biotechnology company focused on the development of therapeutics for unmet medical needs in chronic pain, inflammation, fibrosis and other inflammatory diseases, where anti-TNF therapy will provide a clear benefit to patients, by employing innovative research, and, where appropriate, combination therapy. We have three product development platforms: ● fibrosis and anti-tumor necrosis factor (“TNF”); ● drugs which are derivatives of cannabidiol (“CBD”); and ● alpha 7 nicotinic acetylcholine receptor (“α7nAChR”). |
Going Concern and Management's
Going Concern and Management's Plans | 9 Months Ended |
Sep. 30, 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. For the nine months ended September 30, 2021, the Company incurred a net loss of $21,360,865 and used cash in operations of $14,343,898. As of September 30, 2021, the Company has an accumulated deficit of $69,718,503 and a working capital deficit of $10,591,080. 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 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, including seasonal outbreaks, the efficacy of vaccines, the effect of mutations of the virus on such efficacy, the availability of vaccines and boosters, and the willingness of individuals to receive such vaccines and boosters, 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 unaudited condensed consolidated financial statements (the “condensed consolidated financial statements”). To date, only the follow-up time for patient data and the statistical analysis 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 and the statistical analysis is underway. 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 | 9 Months Ended |
Sep. 30, 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 under Note 3 - Summary of Significant Accounting Policies, 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 accounting principles generally accepted in the United States of America (“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 September 30, 2021, and for the three and nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 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 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 condensed 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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. The Company’s significant estimates and assumptions used in these financial statements include, but are not limited to, the fair value of financial instruments warrants, options and equity shares; the valuation of stock-based compensation; and the estimates and assumptions related to impairment analysis of goodwill and other intangible assets long-lived assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates. Foreign Currency Translation The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries is the Canadian Dollar (“CAD”) (0.7867 and 0.7847 CAD to 1 US dollar each as of September 30, 2021 and December 31, 2020, respectively or British Pound (“GBP”) (1.3458 and 1.3649 GBP to 1 US dollar, each as of September 30, 2021 and December 31, 2020, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7992 and 0.7391 CAD, to 1 US dollar and 1.3847 and 1.2708 GBP to 1 US dollar for each of the nine months ended September 30, 2021 and 2020, respectively, and 0.7941 and 0.7504 CAD to 1 US dollar and 1.3784 and 1.2914 GBP to 1 US dollar for each of the three months ended September 30, 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 nine months ended September 30, 2021 and 2020, the Company recorded other comprehensive income (loss) of $65,018 and ($562,626), respectively, as a result of foreign currency translation adjustments. During the three months ended September 30, 2021 and 2020, the Company recorded other comprehensive income (loss) of ($530,817) and $414,335, 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 recognized ($218,834) and ($200,264) of foreign currency transaction gains (losses) for the three and nine months ended September 30, 2021, respectively, and recognized $3,254 and $1,822 of foreign currency transaction gains (losses) for the three and nine months ended September 30, 2020, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, plus 1 share each of Class C and Class K Special Voting Shares (“Special Voting Shares”) exchangeable into an aggregate of 465,368 and 635,163 shares of 180LS common stock as of September 30, 2021 and 2020, respectively, without payment of additional consideration. Diluted net income (loss) per common share is computed by dividing net income (loss) 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 table details the net income (loss) per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended For the Nine Months Ended 2021 2020 2021 2020 Numerator: Net income (loss) $ 18,296,856 $ (829,418 ) $ (21,360,865 ) $ (2,943,294 ) Less: decrease in fair value of dilutive warrants 10,487,783 - - - Income (loss) available to common stockholders - diluted $ 7,809,073 $ (829,418 ) $ (21,360,865 ) $ (2,943,294 ) Weighted average shares outstanding (denominator for basic earnings per share) 32,727,965 16,850,379 30,491,082 16,847,069 Effects of dilutive securities: Assumed exercise of stock options, treasury stock method 182,727 - - - Assumed exercise of warrants, treasury stock method 798,892 - - - Dilutive potential common shares 981,619 - - - Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 33,709,584 16,850,379 30,491,082 16,847,069 Basic earnings per share $ 0.56 $ (0.05 ) $ (0.70 ) $ (0.17 ) Diluted earnings per share $ 0.23 $ (0.05 ) $ (0.70 ) $ (0.17 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended For the Nine Months Ended 2021 2020 2021 2020 Options 436,000 - 2,066,000 - Warrants 8,526,250 - 11,153,908 - Convertible debt (a) - 586,833 - 586,833 Total potentially dilutive shares 8,962,250 586,833 13,219,908 586,833 a) Represents shares issuable upon conversion of debt at various conversion prices, some of 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 and options using a Black-Scholes model, while the embedded features associated with the convertible notes and convertible preferred stock issued were valued using the Monte-Carlo model. 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 condensed consolidated 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. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 effective for January 1, 2021 and its adoption did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements On May 3, 2021, FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is evaluating this new standard. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 4 - ACCRUED EXPENSES Accrued expenses consist of the following as of September 30, 2021 and December 31, 2020: September 30, December 31, 2021 2020 Consulting fees $ 627,020 $ 1,718,559 Professional fees 561,599 1,261,751 Litigation accrual (1) 450,000 - Employee and director compensation 437,343 878,292 Research and development fees 106,891 17,817 Interest 22,538 184,576 Other - 45,321 Travel expenses - 4,600 $ 2,205,391 $ 4,110,916 (1) See Note 8 - Commitments and Contingencies, Potential Legal Matters As of September 30, 2021 and December 31, 2020, accrued expenses - related parties were $130,548 and $454,951, respectively. See Note 10 - Related Parties for details. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 5 - DERIVATIVE LIABILITIES The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities (except the Public SPAC warrants as defined below, which are Level 1 derivative liabilities) that are measured at fair value on a recurring basis: For the Nine Months Ended September 30, 2021 Warrants Public Private Convertible SPAC SPAC PIPE Other Notes Total Balance as of January 1, 2021 $ 3,795,000 $ 256,275 $ - $ 165,895 $ 225,800 $ 4,442,970 Extinguishment of derivative liabilities in connection with conversion of debt [1] - - - - (591,203 ) (591,203 ) Warrants issued in connection with the financing - - 7,294,836 - - 7,294,836 Change in fair value of derivative liabilities 7,130,000 624,600 4,581,868 237,436 655,404 13,229,308 Balance as of March 31, 2021 10,925,000 880,875 11,876,704 403,331 290,001 24,375,911 Change in fair value of derivative liabilities 10,350,000 629,325 7,712,770 55,025 409,300 19,156,420 Balance as of June 30, 2021 21,275,000 1,510,200 19,589,474 458,356 699,301 43,532,331 Warrants issued relates to Alpha settlement [1] - - - 95,677 - 95,677 Extinguishment of derivative liabilities in connection with the Alpha settlement [1] - - - - (699,301 ) (699,301 ) Change in fair value of derivative liabilities (10,695,000 ) (831,825 ) (10,232,374 ) (284,192 ) - (22,043,391 ) Balance as of September 30, 2021 $ 10,580,000 $ 678,375 $ 9,357,100 $ 269,841 $ - $ 20,885,316 [1] See Note 7 - Convertible Notes Payable. The fair value of the derivative liabilities as of September 30, 2021 were estimated using the Black Scholes option pricing model, with the following assumptions used: September 30, Risk-free interest rate 0.53% - 0.85% Expected term in years 2.84 - 4.40 Expected volatility 85% - 90% Expected dividends 0% SPAC Warrants Public SPAC Warrants Participants in KBL’s initial public offering received an aggregate of 11,500,000 Public SPAC Warrants (“Public SPAC Warrants”). Each Public SPAC Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share) until November 6, 2025, subject to adjustment. No fractional shares will be issued upon exercise of the Public SPAC Warrants. Management has determined that the Public SPAC Warrants contain a tender offer provision which could result in the Public SPAC Warrants settling for the tender offer consideration (including potentially cash) in a transaction that didn’t result in a change-in-control. This feature results in the Public SPAC Warrants being precluded from equity classification. Accordingly, the Public SPAC Warrants are classified as liabilities measured at fair value, with changes in fair value each period reported in earnings. The Public SPAC Warrants were revalued on September 30, 2021 at $10,580,000, which resulted in a $10,695,000 decrease and a $6,785,000 increase in the fair value of the derivative liabilities during the three and nine months ended September 30, 2021, respectively. Private SPAC Warrants Participants in KBL’s initial private placement received an aggregate of 502,500 Private SPAC Warrants (“Private SPAC Warrants”). Each Private SPAC Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share) until November 6, 2025, subject to adjustment. No fractional shares will be issued upon exercise of the Private SPAC Warrants. Management has determined that the Private SPAC Warrants contain a tender offer provision which could result in the Private SPAC Warrants settling for the tender offer consideration (including potentially cash) in a transaction that didn’t result in a change-in-control. This feature (amongst others) results in the Private SPAC Warrants being precluded from equity classification. Accordingly, the Private SPAC Warrants are classified as liabilities measured at fair value, with changes in fair value each period reported in earnings. The Private SPAC Warrants were revalued on September 30, 2021 at $678,375, which resulted in a $831,825 decrease and a $422,100 increase in the fair value of the derivative liabilities during the three and nine months ended September 30, 2021, respectively. PIPE Warrants 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 9 – 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 PIPE Warrants are liability-classified and the Company recorded the $7,294,836 fair value of the PIPE Warrants, which was determined using the Black-Scholes option pricing model, as derivative liabilities. The PIPE Warrants were revalued on September 30, 2021 at $9,357,100, which resulted in a $10,232,374 decrease and a $2,062,264 increase in the fair value of the derivative liabilities during the three and nine months ended September 30, 2021, respectively. The following assumptions were used to value the PIPE Warrants at issuance: February 23, Risk-free interest rate 0.59% Expected term in years 5.00 Expected volatility 85% Expected dividends 0% Other Warrants AGP Warrant 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 exercise of the AGP Warrant is limited at any given time to prevent AGP from exceeding beneficial ownership of 4.99% of the then total number of issued and outstanding shares of the Company’s common stock upon such exercise. The 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 September 30, 2021 at $202,947, which resulted in a $255,409 decrease and a $37,052 increase in the fair value of the derivative liabilities during the three and nine months ended September 30, 2021, respectively. Alpha Warrant In connection with the Alpha Settlement Agreement (see Note 7 – Convertible Notes Payable) that was agreed to on July 29, 2021 (signed on July 31, 2021), the Company issued a three-year warrant for the purchase of 25,000 shares of the Company’s common stock at an exercise price of $7.07 per share (the “Alpha Warrant Liability” and the “Alpha Warrant”). The exercise of shares of the Alpha Warrant is limited at any given time to prevent Alpha from exceeding a beneficial ownership of 4.99% of the then total number of issued and outstanding shares of the Company’s common stock upon such exercise. The warrant is exercisable until August 2, 2024. The newly issued Alpha 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 Alpha Warrant that did not meet the limited exception in the case of a change-in-control. Accordingly, the Alpha Warrant is liability-classified and the Company recorded the $95,677 fair value of the Alpha Warrant, which was determined using the Black-Scholes option pricing model, as a derivative liability. The Alpha Warrant was revalued on September 30, 2021 at $66,894, which resulted in a $28,783 decrease in the fair value of the derivative liabilities during the three and nine months ended September 30, 2021. The following assumptions were used to value the Alpha Warrant at issuance: July 29, Risk-free interest rate 0.37% Expected term in years 3.00 Expected volatility 85% Expected dividends 0% Convertible Notes The convertible notes issued in 2020 had embedded features that were bifurcated and recorded as derivative liabilities. Between January 15, 2021 and February 5, 2021, the fair value of derivative liabilities extinguished in connection with the conversion of debt was estimated using the Monte-Carlo and Black Scholes option pricing models with the following assumptions used: January 15, 2021 to February 5, 2021 Risk-free interest rate 0.00% - 0.14% Expected term in years 0.02 - 0.18 Expected volatility 120% - 161% Expected dividends 0% As of June 30, 2021, the Alpha Capital Note (see Note 7 – Convertible Notes Payable) that was the only convertible note with an outstanding balance and the full amount of the July 31, 2021 Alpha Settlement Agreement was accrued as of that date. As of July 31, 2021, the Company recorded the extinguishment of the Alpha Capital Note, the related derivative liabilities and the balance of the settlement accrual. See Note 7, Convertible Notes Payable for additional details. Warrant Activity A summary of the warrant activity (including the August 2021 PIPE Warrants which are equity-classified; see Note 9, Stockholders’ Equity, Sale of Common Stock and Warrants in the August 2021 Offering Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, December 31, 2020 6,001,250 11.50 Issued 5,152,658 6.23 Exercised - - Cancelled - - Expired - - Outstanding, September 30, 2021 11,153,908 $ 9.06 4.3 $ 1,059,516 Exercisable, September 30, 2021 11,153,908 $ 9.06 4.3 $ 1,059,516 A summary of outstanding and exercisable warrants as of September 30, 2021 is presented below: Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 5.00 2,564,000 4.4 2,564,000 $ 5.28 63,658 3.6 63,658 $ 7.07 25,000 2.8 25,000 $ 7.50 2,500,000 4.9 2,500,000 $ 11.50 6,001,250 4.1 6,001,250 11,153,908 4.3 11,153,908 |
Loans Payable
Loans Payable | 9 Months Ended |
Sep. 30, 2021 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 6 - LOANS PAYABLE Loans Payable The following table summarizes the activity of loans payable during the nine months ended September 30, 2021: Principal Forgiveness Principal Adjustment Effect of Principal Kingsbrook $ 150,000 $ - $ (150,000 ) $ - $ - $ - Paycheck Protection Program 53,051 (9,670 ) - (2,000 ) - 41,381 Bounce Back Loan Scheme 68,245 - (3,168 ) - (954 ) 64,123 First Assurance Funding 655,593 - (585,031 ) - - 70,562 Other loans payable 155,320 - - - - 155,320 Total loans payable 1,082,209 $ (9,670 ) $ (738,199 ) $ (2,000 ) $ (954 ) 331,386 Less: loans payable - current portion 968,446 279,290 Loans payable - non-current portion $ 113,763 $ 52,096 On March 3, 2021, the Company repaid the Kingsbrook Opportunities Master Fund LP (“Kingsbrook”) loans payable in cash for an aggregate of $166,313, which included the principal amount of $150,000 and accrued interest of $16,313. During the nine months ended September 30, 2021, the Company paid an aggregate of $585,031 and $3,168 in partial satisfaction of the First Assurance Funding and the Bounce Back Loan Scheme, respectively. 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. On August 5, 2021, the Company was notified that $9,670 was forgiven in connection with the PPP loan. The Company is in the process of filing an appeal for the remainder of the balance. On September 30, 2021, the Company adjusted a portion of the PPP loan of $2,000 to other income since that was a grant that was given to 180LS by the government and it does not need to be repaid. Loans Payable – Related Parties The below table summarizes the activities of loans payable – related parties during the nine months ended September 30, 2021: Principal Principal Effect of Principal Loans payable issued between September 18, 2019 through November 4, 2020 $ 513,082 $ (433,374 ) $ 1,536 $ 81,244 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 pursuant to their entry into Confirmations of Rescission acknowledgements. As such, the amendments to allow Sir Feldmann and Dr. Steinman the option to convert such loans into shares of common stock were never effective. 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 maturity date of all of their outstanding loan agreements to September 30, 2021. Exchanges of Related Party Loans On September 30, 2021, certain related party noteholders elected to exchange an aggregate principal of $433,374 and aggregate accrued interest of $61,530 into an aggregate of 82,484 shares of the Company’s common stock at a price of $6.00 per share, pursuant to the terms of the agreement. (see Note 9 - Stockholders’ Equity, Exchanges of Related Party Loans and Convertible Notes) Interest Expense on Loans Payable During the three months ended September 30, 2021 and 2020, the Company recognized interest expense associated with loans payable of $2,315 and $5,724, respectively, and interest expense associated with loans payable – related parties of $10,566 and $9,402, respectively. During the nine months ended September 30, 2021 and 2020, the Company recognized interest expense associated with loans payable of $20,498 and $40,583, respectively, and recognized interest expense associated with loans payable – related parties of $30,898 and $24,193, respectively. As of September 30, 2021, the Company had accrued interest and accrued interest — related parties associated with loans payable of $22,453 and $10,719, respectively. As of December 31, 2020, the Company had accrued interest and accrued interest — related parties associated with loans of $24,824 and $37,539, respectively. See Note 10 - Related Parties for additional details. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 7 - CONVERTIBLE NOTES PAYABLE The table below summarizes the activity of convertible notes payable during the nine months ended September 30, 2021: Principal Balance December 31, Converted to September 30, 2020 Equity Extinguished 2021 Dominion $ 833,334 $ (833,334 ) $ - $ - Kingsbrook 101,000 (101,000 ) - - Alpha 616,111 (300,000 ) (316,111 ) - Sub-Total 1,550,445 (1,234,334 ) (316,111 ) - Bridge Notes 365,750 (365,750 ) - - Total $ 1,916,195 $ (1,600,084 ) $ (316,111 ) $ - Dominion, Kingsbrook and Alpha – Conversions (“KBL Debt”) During the nine months ended September 30, 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 the 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 nine months ended September 30, 2021 as a result of the conversion of debt and the extinguishment of the related derivative liabilities (also see Note 5 - Derivative Liabilities). Bridge Notes – Conversions (“180 Debt”) During the nine months ended September 30, 2021, certain noteholders elected to exchange 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. Alpha – Extinguishment On February 3, 2021, an event of default was triggered under a convertible note held by Alpha Capital Anstalt (“Alpha” and the “Alpha Capital Note”), which resulted in an increase in the fair value of the bifurcated derivative liability (the default provision) associated with the remaining principal of the Alpha Capital Note. On July 29, 2021, the Company reached a settlement agreement with Alpha (the “Alpha Settlement Agreement”), which was signed on July 31, 2021, which provided for Alpha to convert the remaining principal and accrued interest associated with the convertible note in exchange for 150,000 shares of the Company’s common stock plus a three-year warrant to purchase 25,000 additional shares of the Company’s common stock at an exercise price of $7.07 per share. The Company determined that the shares and warrants had an aggregate value of $1,156,177 as of July 29, 2021, which exceeded the aggregate $1,109,008 carrying value of the combined principal, accrued interest and derivative liability associated with the Alpha Capital Note as of July 29, 2021. Because the settlement amount provides additional information about a situation that existed as of July 29, 2021, the Company recorded an accrual as of June 30, 2021 for the $47,169 difference between the value of the securities offered in settlement and the carrying value of the liabilities, which was reflected within (loss) gain on settlement of liabilities in the accompanying condensed consolidated statements of operations. On July 29, 2021, the $1,156,177 aggregate carrying value of the principal, accrued interest, derivative liability and settlement accrual associated with the Alpha Capital Note were extinguished while the $1,060,500 fair value of the common stock was recorded within equity and the $95,677 fair value of the Alpha Warrant was recorded as a derivative liability (see Note 5, Derivative Liabilities for additional information). Convertible Notes – Related Parties During the nine months ended September 30, 2021, the Company repaid a certain related party convertible note payable in cash for the principal amount of $10,000 and $1,873 of accrued interest. See Note 10, Related Parties for additional information. On September 30, 2021, the $260,000 remaining principal balance of convertible notes payable owed to a related party, plus $96,208 of related accrued interest, was converted into 59,368 shares of the Company’s common stock, pursuant to a debt conversion agreement dated September 30, 2021. Interest on Convertible Notes During the three months ended September 30, 2021 and 2020, the Company recognized interest expense associated with convertible notes payable of $628 and $69,674, respectively, and recognized interest expense associated with convertible notes payable – related parties of $3,633 and $11,915, respectively. During the nine months ended September 30, 2021 and 2020, the Company recognized interest expense associated with convertible notes payable of $109,767 and $340,759, respectively, and recognized interest expense associated with convertible notes payable – related parties of $11,380 and $38,794, respectively. As of September 30, 2021 and December 31, 2020, accrued interest related to convertible notes payable was $0 and $182,181, respectively, and accrued interest expense - related parties related to convertible notes payable - related parties was $0 and $124,833, respectively, 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 | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Litigation and Other Loss Contingencies The Company records liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company has no liabilities recorded for loss contingencies as of December 31, 2020. See Potential Legal Matters – Action Against Former Executives of KBL and Cantor Fitzgerald & Co. Breach of Contract Potential Legal Matters Action Against Former Executives of KBL The Company has initiated legal action against former executives of KBL for non-disclosure in the original KBL June 30, 2020 and September 30, 2020 Quarterly Reports on Form 10-Q of the matters disclosed in Note 14 (as restated) of the Company’s September 30, 2020 financial statements in the Company’s amended Quarterly Report on Form 10-Q filed on February 5, 2021. The Company is seeking damages resulting from unauthorized monetary transfers by the former CEO of KBL, Dr. Marlene Krauss (“Dr. Krauss”), discrepancies in the financial statements of KBL, and inappropriate redemption of the shares associated with KBL. There can be no assurance that the Company will be successful in its legal actions. As of September 30, 2021, the Company recorded a settlement accrual of $250,000 to cover the legal expenses of the former executives of KBL. On October 5, 2021, Dr. Krauss and her affiliate companies filed an Answer, Counterclaims and Third-Party Complaint against the Company and twelve current or former directors and/or officers of the Company, alleging that the Company and the Third-Party Defendants breached fiduciary duties to Dr. Krauss, and that the Company breached contracts between the Company and Dr. Krauss. On October 27, 2021, the Company and one of its executives filed an Answer to the Krauss Claims, and the other Third-Party Defendants filed a motion to dismiss as to the Third-Party Complaint, for which a hearing has not yet been set. The Company and the Third-Party Defendants will vigorously defend against all of Dr. Krauss' claims, however, there can be no assurance that they will be successful in the legal defense of such claims. Action Against the Company by Dr. Krauss Dr. Krauss initiated legal action against the Company on August 19, 2021, alleging that the Company is obligated to advance expenses including, attorney's fees, to Dr. Krauss for the costs of defending against, inter alia: (a) Third-Party Complaint in the Tyche action referenced below, and (b) the Company’s Complaint against Dr. Krauss as referenced above. On September 23, 2021, the Company filed its Answer and denied each of such claims, as well as raising numerous affirmative defenses. The Company will vigorously defend against all of Dr. Krauss' claims, however, there can be no assurance that the Company will be successful in its legal defense of this action. Action Against Tyche Capital LLC The Company initiated legal action against Tyche Capital LLC (“Tyche”) on April 15, 2021, 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 "Guarantee"). 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 action. On May 17, 2021, Tyche filed a counterclaim against the Company alleging that it was the Company, rather than Tyche, that had breached the Guarantee, and also filed a Third-Party Complaint against six third-party defendants, including three members of the Company’s management, Sir Marc Feldman, Dr. James Woody, and Ozan Pamir, claiming that they allegedly breached fiduciary duties to Tyche with regards to the Guarantee and seeking compensatory damages. 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. The Company has brought a motion to dismiss the three individual defendants and a hearing has been set on such motion for February 14, 2022. The Company and the Third-Party Defendants will vigorously defend against all of Tyche’s' claims, however, there can be no assurance that they will be successful in the legal defense of such claims. Cantor Fitzgerald & Co. Breach of Contract Cantor Fitzgerald & Co. ("Cantor") initiated legal action against the Company on April 22, 2021 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 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, both described below. The fee agreement was entered into on February 27, 2018, and provided that Cantor 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 Cantor became entitled to a transaction fee of $1,500,000 (the “Transaction Fee”). On November 6, 2020, the Company and Cantor entered into a settlement agreement (the “Settlement Agreement”) whereby Cantor 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 but 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. Although the Company was served with the complaint in the action, it did not respond pursuant to an extension that was granted to file a response. The Company subsequently settled this matter in full after September 30, 2021 (See Note 12, Subsequent Events, Cantor Fitzgerald & Co. Litigation Settlement for an update on this legal matter). 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 $16,203 and $38,452 for the three and nine months ended September 30, 2020, respectively. The expense is recorded in general and administrative expenses on the condensed consolidated statements of operations. Consulting Agreement Related Party Consulting Agreement On February 22, 2021, the Company entered into a consultancy agreement (as amended, the “Consulting Agreement”) with a related party, Prof. Jagdeep Nanchahal (the “Consultant”). The Consulting Agreement was 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 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 of 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. Effective August 27, 2021, in satisfaction of amounts owed to the Consultant for the remainder of Bonus 2, the Company issued 61,535 shares of the Company’s common stock to the Consultant since the Company raised $15 million in a financing transaction, as per the agreement. All issuances were made under the Company’s 2020 Omnibus Incentive Plan. See Note 9 – Stockholders’ Equity, Common Stock. Larsen Consulting Agreement On April 29, 2021, the Company entered into a consulting agreement with Glenn Larsen, the former Chief Executive Officer of 180 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). The fully vested shares will be issued to Mr. Larsen pursuant to the 2020 Omnibus Incentive Plan, upon the Company entering into a licensing transaction with the assistance of Mr. Larsen. On November 2, 2021, the Company and Oxford University entered into a license agreement and therefore the shares are now due to Mr. Larsen (see Note 12 – Subsequent Events, New License Technology Agreement with Oxford University University of Oxford Agreement On May 24, 2021, the Company entered into a research agreement with the University of Oxford (“Oxford” and 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 The Company paid the first milestone of $97,900 (£70,546) on September 3, 2021, which was due upon signing of the Fifth Oxford Agreement, which was recorded to prepaid expenses and will be amortized over the term of the agreement on a straight-line basis. During the three and nine months ended September 30, 2021, the Company recorded $48,949 and $65,266, respectively, of research and development expenses. As of September 30, 2021, the Company has a prepaid balance of $31,647 related to the Fifth Oxford Agreement. Employment Agreement of Chief Executive Officer On February 25, 2021, the Company entered into an amended agreement with Dr. James Woody, 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. As additional consideration for the CEO agreeing to enter into the agreement, the Company awarded him options to purchase 1,400,000 shares of the Company’s common stock, which have a term of 10 years, and an exercise price of $4.43 per share (the closing sales price on the date the board of directors approved the grant (February 26, 2021)). The options as subject to the Company’s 2020 Omnibus Incentive Plan and vest at the rate of (a) 1/5th of such options on the grant date; and (b) 4/5th of such options vesting ratably on a monthly basis over the following 36 months on the last day of each calendar month; provided, however, that such options vest immediately upon the CEO’s death or disability, termination without cause or a termination by the CEO for good reason (as defined in the agreement), a change in control of the Company or upon a sale of the Company. 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. As of September 30, 2021, the Company recorded $151,875 of accrued bonus payable to the CEO. 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, Ozan Pamir. 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. As additional consideration for the CFO agreeing to enter into the agreement, the Company awarded him options to purchase 180,000 shares of the Company’s common stock, which have a term of 10 years, and an exercise price of $4.43 per share (the closing sales price on the date the board of directors approved the grant (February 26, 2021)). The options are subject to the Company’s 2020 Omnibus Incentive Plan and vest at the rate of (a) 1/5th of such options upon the grant date; and (b) 4/5th of such options vesting ratably on a monthly basis over the following 36 months on the last day of each calendar month; provided, however, that such options vest immediately upon the CFO’s death or disability, termination without cause or a termination by the CFO for good reason (as defined in the agreement), a change in control of the Company or upon a sale of the Company. 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 September 30, 2021, the Company recorded $67,500 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 | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY Common Stock Sale of Common Stock and Warrants in the February 2021 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 “PIPE 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 “Offering”). Aggregate gross proceeds from the offering were approximately $11.7 million. Net proceeds to the Company from the offering, after deducting the placement agent fees and estimated offering expenses payable by the Company, were approximately $10.7 million. The PIPE Warrants have an exercise price equal to $5.00 per share, were 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 PIPE Warrants to the extent that, after giving effect to such exercise, the holder of such PIPE 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 5, Derivative Liabilities, PIPE Warrants In connection with the 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 SEC on or prior to April 24, 2021 to register the resale of the PIPE Shares and the shares of common stock issuable upon exercise of the PIPE Warrants (the “PIPE 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 was in default of the terms of the Registration Rights Agreement as the registration statement to register the PIPE Shares and PIPE Warrant Shares was not filed by April 24, 2021; provided that such registration statement has been filed. As a result of this default, the Company was required to pay damages to the Purchasers in the aggregate amount of $174,993 each month, up to a maximum of $583,310. The Company incurred $524,979 of damages during the nine months ended September 30, 2021, which amount was paid, and as a result the Company is no longer in default. Common Stock Issued for Settlement of Liabilities 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 Early Bird 225,000 shares of the Company’s restricted common stock with a grant date value of $1,973,250, in full satisfaction of accounts payable in the amount of $1,750,000. The Company recorded a loss of $223,250 in connection with the Settlement Agreement, which is included in (loss) gain on settlement of liabilities in the accompanying condensed consolidated statements of operations. Sale of Common Stock and Warrants in the August 2021 Offering On August 23, 2021, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 2,500,000 shares of common stock and warrants to purchase up to an aggregate of 2,500,000 shares of common stock (the “August 2021 PIPE Warrants”), at a combined purchase price of $6.00 per share and August 2021 PIPE Warrant (the “August 2021 Offering”). Aggregate gross proceeds from the August 2021 Offering were approximately $15,000,000. Net proceeds to the Company from the August 2021 Offering, after deducting the placement agent fees and estimated offering expenses payable by the Company, were approximately $13.9 million. The August 2021 PIPE Warrants have an exercise price equal to $7.50 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 August 2021 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 August 2021 PIPE Warrants are exercisable for 5 years following the closing date. The August 2021 PIPE Warrants are subject to a provision prohibiting the exercise of such August 2021 PIPE Warrants to the extent that, after giving effect to such exercise, the holder of such August 2021 PIPE 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). Although the PIPE Warrants have a tender offer provision, the August 2021 PIPE Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the August 2021 PIPE Warrants are equity-classified, the $1,120,000 of placement agent fees and offering expenses were fully accounted for as a reduction of additional paid in capital. In connection with the August 2021 Offering, the Company also entered into a Registration Rights Agreement, dated as of August 23, 2021, with the purchasers (the “August 2021 Registration Rights Agreement”). Pursuant to the August 2021 Registration Rights Agreement, the Company agreed to file a registration statement with the SEC on or prior to September 12, 2021 to register the resale of the shares and the shares of common stock issuable upon exercise of the August 2021 PIPE Warrants (the “Warrant Shares”) sold in the August 2021 Offering, and to cause such registration statement to be declared effective on or prior to October 22, 2021 (or, in the event of a “full review” by the SEC, November 21, 2021). The registration statement was filed on August 31, 2021 and the SEC declared it effective on September 9, 2021, prior to the deadline set forth in the August 2021 Registration Rights Agreement. Common Stock Issued for Services During the three and nine months ended September 30, 2021, the Company issued an aggregate 71,289 and 306,594, respectively, of immediately vested shares of the Company’s common stock, respectively, as compensation to consultants, directors, and officers, with an aggregate issuance date fair value of $431,996 and $2,099,581, respectively, which was charged immediately to the condensed consolidated statement of operations for the three and nine months ended September 30, 2021. During the nine months ended September 30, 2021, the Company issued 24,685 shares of common stock that were not part of the Omnibus Incentive Plan. Special Voting Shares The Special Voting Shares were issued to the former shareholders of CBR Pharma and Katexco in connection with the reorganization of 180 prior to the Business Combination. The Special Voting Shares are exchangeable by the holder for shares of the Company’s common stock and vote together as a single class with the Company’s common stockholders. Special Voting Shares are not entitled to receive any dividend of distributions. During the nine months ended September 30, 2021, the Company issued 1,004,049 shares of its common stock upon the exchange of common stock equivalents. The following table summarizes the Special Voting Shares activity during the nine months ended September 30, 2021: Balance, January 1, 2021 1,469,417 Shares issued - Shares exchanged (1,004,049 ) Balance, September 30, 2021 465,368 Convertible Note Conversions During the nine months ended September 30, 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 7 - Convertible Notes Payable). During the nine months ended September 30, 2021, the Company issued 150,000 shares of common stock and warrants to purchase 25,000 shares in connection with a settlement entered into with Alpha Capital. (see Note 7, Convertible Notes Payable). Bridge Note Conversions During the nine months ended September 30, 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 7, Convertible Notes Payable). Exchanges of Related Party Loans and Convertible Notes On September 30, 2021, Dr. Lawrence Steinman and Sir Marc Feldmann, Ph.D., each of whom serve as Co-Executive Chairmen of the Company’s Board of Directors, agreed with the Company to convert amounts owed under outstanding loans with an aggregate principal balance of $693,371 and an aggregate accrued interest balance of $157,741 into an aggregate of 141,852 shares of the Company’s common stock at the conversion price of $6.00 per share, pursuant to the terms of the agreement, which conversion rate was above the closing consolidated bid price of the Company’s common stock on the date the binding agreement was entered into. (See Note 6, Loans Payable and Note 7, Convertible Notes Payable for more information.) Stock Options A summary of the option activity during the nine months ended September 30, 2021 is present below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2021 50,000 2.49 Granted 2,016,000 5.11 Exercised - - Expired - - Forfeited - - Outstanding, September 30, 2021 2,066,000 5.04 9.50 $ 1,694,400 Exercisable, September 30, 2021 617,444 4.40 9.23 $ 660,042 A summary of outstanding and exercisable stock options as of September 30, 2021 is presented below: Stock Options Outstanding Stock Options Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 2.49 50,000 9.2 37,500 $ 4.43 1,580,000 9.4 561,778 $ 7.56 436,000 9.8 18,167 2,066,000 9.5 617,444 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, pursuant to the 2020 Omnibus Incentive Plan. The options have an exercise price of $4.43 per share and vest at the rate of 20% on the date of grant and the remaining 80% on a monthly basis thereafter over the following 36 months. The options had a grant date fair value of $5,280,632, which will be recognized over the vesting term. On August 4, 2021, the Company granted ten-year options for the purchase of an aggregate of 436,000 shares of common stock at an exercise price of $7.56 per share, to six independent directors of the Company, pursuant to the 2020 Omnibus Incentive Plan. The options had an aggregate grant date value of $2,181,219, and vest monthly over four years. The assumptions used in the Black-Scholes valuation method were as follows: Risk free interest rate 0.75% - 0.96% Expected term (years) 5.27 - 6.02 Expected volatility 84% - 100% Expected dividends 0% The Company recognized stock-based compensation expense of $434,979 and $1,871,473 for the three and nine months ended September 30, 2021, respectively, related to the amortization of stock options. The expense is included within general and administrative expenses or research and development expenses on the condensed consolidated statements of operations. There was no stock option amortization expense for the three and nine months ended September 30, 2020. As of September 30, 2021, there was $5,206,048 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 2.98 years. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 10 - RELATED PARTIES Due from Related Parties Due from related parties of $300,000 as of December 31, 2020 consisted of a receivable due from a research and development company that has shared officers and directors. Management now believes that the receivable is not collectible, and the receivable is fully reserved as of September 30, 2021. Accounts Payable - Related Parties Accounts payable - related parties was $4,447 as of September 30, 2021 and represents amounts due for consulting services provided by a director of the 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 former director and his company. Accrued Expenses - Related Parties Accrued expenses - related parties was $130,548 as of September 30, 2021 and consists of $10,343 of interest accrued on loans and convertible notes due to certain officers and directors of the Company and $120,205 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 $81,244 and $513,082 as of September 30, 2021 and December 31, 2020, respectively. See Note 6, Loans Payable for more information. Convertible Notes Payable - Related Parties Convertible notes payable - related parties of $0 as of September 30, 2021 and $270,000 as of December 31, 2020 represents the principal balance of convertible notes owed to certain officers and directors of the Company. See Note 7, Convertible Notes Payable for more information. Research and Development Expenses - Related Parties Research and Development Expenses – Related Parties of $298,879 and $112,652 during the three months ended September 30, 2021 and 2020, respectively, and $1,287,583 and $223,321 during the nine months ended September 30, 2021 and 2020, respectively, is related to consulting and professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. General and Administrative Expenses - Related Parties General and Administrative Expenses – Related Parties during the three months ended September 30, 2021 and 2020, were $82,519 and $25,078, respectively. Of the expenses incurred through the three months ended September 30, 2021 approximately $38,600 represents bad debt expenses incurred in connection with a receivable from a related party and approximately $45,400 relates to professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. Of the expenses incurred through the three months ended September 30, 2020 approximately 25,000 relates 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 nine months ended September 30, 2021 and 2020, were $462,081 and $85,052, respectively. Of the expenses incurred through the nine months ended September 30, 2021 approximately $338,000 represents bad debt expense incurred in connection with a receivable from related parties, and approximately $123,499 represents professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. Of the expenses incurred through the nine months ended September 30, 2020, $85,052 represents services for professional and consulting fees earned by current or former officers, directors or greater than 10% investors of the Company, or affiliates thereof. Other Income - Related Parties During the nine months ended September 30, 2020, the Company recorded $240,000 of other income related to a one-year research and development agreement with a company who shares common officers and directors with the Company. There was no other income - related parties recorded during the three and nine months ended September 30, 2021 or the three months ended September 30, 2020. Interest Expense - Related Parties During the three months ended September 30, 2021 and 2020, the Company recorded $14,201 and $23,088, respectively, of interest expense - related parties, of which $3,633 and $11,915, respectively, related to interest on certain convertible notes held by officers and directors of the Company and $10,567 and $9,402, respectively, related to interest expense on loans from officers, directors and a greater than 10% investor of the Company. During the nine months ended September 30, 2021 and 2020, the Company recorded $42,279 and $64,758, respectively, of interest expense - related parties, of which $11,380 and $40,565, respectively related to interest on certain convertible notes held by officers and directors of the Company and $30,899 and $24,193, respectively related to interest expense on loans from officers, directors and a greater than 10% investor of the Company. |
Correction of an Error
Correction of an Error | 9 Months Ended |
Sep. 30, 2021 | |
Correction Of An Error [Abstract] | |
CORRECTION OF AN ERROR | NOTE 11 – CORRECTION OF AN ERROR In finalizing the financial reporting close process for the three months ended June 30, 2021, the Company discovered an error resulting in the understatement in the amount of $363,523 of stock-based compensation in connection with shares issued for services during the three months ended March 31, 2021. The Company recorded $363,523 of stock-based compensation during the three months ended June 30, 2021 in order to correct the error. Accordingly, this adjustment represents a timing error, such that the expense for the six-month period has been reported correctly and no other periods are impacted by this error. In evaluating and determining the appropriateness of applying the SEC’s Staff Accounting Bulletin (“SAB”) No. 108 to this error, the Company considered materiality both quantitatively and qualitatively as prescribed by SAB 99, and concluded that the error was not qualitatively or quantitatively material to the financial statements taken as whole. SAB 108 does not require restatement of previously filed financial statements for corrections of immaterial errors. During the three months ended September 30, 2021, there has been no change or modification related to the correction of an error. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 - SUBSEQUENT EVENTS Common Stock Subsequent to September 30, 2021, the Company issued 451,986 shares of its common stock upon the exchange of common stock equivalents. Cantor Fitzgerald & Co. Litigation Settlement On October 12, 2021, the Company and Cantor entered into a settlement agreement, whereby the Company agreed to pay to Cantor $200,000 in return for dismissal of its case against the Company. The Company sent the funds to Cantor on October 13, 2021. As of September 30, 2021, the Company recorded an accrual for the settlement amount as per the agreement. On October 21, 2021, the Company received a notice of discontinuance and as a result, the matter between the Company and Cantor is settled and closed. See Note 8, Commitments and Contingencies, Potential Legal Matters Cantor Fitzgerald & Co. Breach of Contract Employment Agreement of Chief Operating Officer/Chief Business Officer On October 29, 2021, the Company entered into an Employment Agreement (the “COO/CBO Agreement”) dated October 27, 2021, and effective November 1, 2021, with Quan Vu. Pursuant to the agreement, Mr. Vu agreed to serve as the Chief Operating Officer/Chief Business Officer (“COO/CBO”) of the Company for an initial salary of $390,000 per year, subject to a $10,000 increase upon completion of a $50 Million financing and a yearly increase of five percent (5%) on each start-day anniversary. As additional consideration for the COO/CBO agreeing to enter into the agreement, the Company awarded him options to purchase 275,000 shares of the Company’s common stock, which have a term of 10 years, and an exercise price equal to the Fair Market Value of the Company’s common stock on the date of grant which is still to be determined. The options are subject to the Company’s 2020 Omnibus Incentive Plan and vest ratably on a monthly basis over the following 48 months on the last day of each calendar month; provided, however, that such options vest immediately upon the COO/CBO death or disability, termination without cause or a termination by the COO/CBO for good reason (as defined in the agreement), a change in control of the Company or upon a sale of the Company. Under the agreement, the COO/CBO is eligible to receive an annual bonus, in a targeted amount of 50% 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 annual bonus shall be paid on or before March 31 of the year following the year in which the bonus is earned. At the choice of the Executive, the annual bonus can be paid in cash or the equivalent value of the Company’s common stock or a combination of both. For calendar 2021, such Bonus payment, if any, will be prorated for the approximately 2 months after the Start Date. The CEO, as approved by the Compensation Committee, may also award the Executive a bonus from time to time (in stock, options, cash, or other forms of consideration) in his discretion. The agreement can be terminated any time by the Company with or without cause with 30 days prior written notice and may be terminated by the COO/CBO at any time with 30 days prior written notice. The agreement may also be terminated by the Company with ten days’ notice in the event the agreement is terminated for cause under certain circumstances. Upon the termination of the COO/CBO’s agreement by the Company without cause or by the COO/CBO for good reason, the Company agreed to pay him twelve months of severance pay, except if Executive separates from the Company prior to a one year anniversary. 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. New License Technology Agreement with Oxford University On November 2, 2021, the Company and Oxford University entered into a twenty-year licensed technology agreement of the HMGB1 molecule, which is related to tissue regeneration, whereby Oxford University agreed to license the technology to the Company for research, development and use of the licensed patents. The Company agreed to pay Oxford University for past patent costs $66,223 (£49,207), an initial License fee of $13,458 (£10,000), future royalties based on sales and milestones, and an annual maintenance fee of $4,037 (£3,000). The Company has the option to terminate the agreement after the third anniversary of the agreement. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 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 under Note 3 - Summary of Significant Accounting Policies, 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 accounting principles generally accepted in the United States of America (“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 September 30, 2021, and for the three and nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 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 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 condensed 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. The Company’s significant estimates and assumptions used in these financial statements include, but are not limited to, the fair value of financial instruments warrants, options and equity shares; the valuation of stock-based compensation; and the estimates and assumptions related to impairment analysis of goodwill and other intangible assets long-lived assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates. |
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”) (0.7867 and 0.7847 CAD to 1 US dollar each as of September 30, 2021 and December 31, 2020, respectively or British Pound (“GBP”) (1.3458 and 1.3649 GBP to 1 US dollar, each as of September 30, 2021 and December 31, 2020, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7992 and 0.7391 CAD, to 1 US dollar and 1.3847 and 1.2708 GBP to 1 US dollar for each of the nine months ended September 30, 2021 and 2020, respectively, and 0.7941 and 0.7504 CAD to 1 US dollar and 1.3784 and 1.2914 GBP to 1 US dollar for each of the three months ended September 30, 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 nine months ended September 30, 2021 and 2020, the Company recorded other comprehensive income (loss) of $65,018 and ($562,626), respectively, as a result of foreign currency translation adjustments. During the three months ended September 30, 2021 and 2020, the Company recorded other comprehensive income (loss) of ($530,817) and $414,335, 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 recognized ($218,834) and ($200,264) of foreign currency transaction gains (losses) for the three and nine months ended September 30, 2021, respectively, and recognized $3,254 and $1,822 of foreign currency transaction gains (losses) for the three and nine months ended September 30, 2020, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, plus 1 share each of Class C and Class K Special Voting Shares (“Special Voting Shares”) exchangeable into an aggregate of 465,368 and 635,163 shares of 180LS common stock as of September 30, 2021 and 2020, respectively, without payment of additional consideration. Diluted net income (loss) per common share is computed by dividing net income (loss) 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 table details the net income (loss) per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended For the Nine Months Ended 2021 2020 2021 2020 Numerator: Net income (loss) $ 18,296,856 $ (829,418 ) $ (21,360,865 ) $ (2,943,294 ) Less: decrease in fair value of dilutive warrants 10,487,783 - - - Income (loss) available to common stockholders - diluted $ 7,809,073 $ (829,418 ) $ (21,360,865 ) $ (2,943,294 ) Weighted average shares outstanding (denominator for basic earnings per share) 32,727,965 16,850,379 30,491,082 16,847,069 Effects of dilutive securities: Assumed exercise of stock options, treasury stock method 182,727 - - - Assumed exercise of warrants, treasury stock method 798,892 - - - Dilutive potential common shares 981,619 - - - Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 33,709,584 16,850,379 30,491,082 16,847,069 Basic earnings per share $ 0.56 $ (0.05 ) $ (0.70 ) $ (0.17 ) Diluted earnings per share $ 0.23 $ (0.05 ) $ (0.70 ) $ (0.17 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended For the Nine Months Ended 2021 2020 2021 2020 Options 436,000 - 2,066,000 - Warrants 8,526,250 - 11,153,908 - Convertible debt (a) - 586,833 - 586,833 Total potentially dilutive shares 8,962,250 586,833 13,219,908 586,833 a) Represents shares issuable upon conversion of debt at various conversion prices, some of 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 and options using a Black-Scholes model, while the embedded features associated with the convertible notes and convertible preferred stock issued were valued using the Monte-Carlo model. 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 condensed consolidated 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 | 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 effective for January 1, 2021 and its adoption did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements On May 3, 2021, FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company is evaluating this new standard. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted weighted average shares outstanding | For the Three Months Ended For the Nine Months Ended 2021 2020 2021 2020 Numerator: Net income (loss) $ 18,296,856 $ (829,418 ) $ (21,360,865 ) $ (2,943,294 ) Less: decrease in fair value of dilutive warrants 10,487,783 - - - Income (loss) available to common stockholders - diluted $ 7,809,073 $ (829,418 ) $ (21,360,865 ) $ (2,943,294 ) Weighted average shares outstanding (denominator for basic earnings per share) 32,727,965 16,850,379 30,491,082 16,847,069 Effects of dilutive securities: Assumed exercise of stock options, treasury stock method 182,727 - - - Assumed exercise of warrants, treasury stock method 798,892 - - - Dilutive potential common shares 981,619 - - - Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 33,709,584 16,850,379 30,491,082 16,847,069 Basic earnings per share $ 0.56 $ (0.05 ) $ (0.70 ) $ (0.17 ) Diluted earnings per share $ 0.23 $ (0.05 ) $ (0.70 ) $ (0.17 ) |
Schedule of anti-dilutive | For the Three Months Ended For the Nine Months Ended 2021 2020 2021 2020 Options 436,000 - 2,066,000 - Warrants 8,526,250 - 11,153,908 - Convertible debt (a) - 586,833 - 586,833 Total potentially dilutive shares 8,962,250 586,833 13,219,908 586,833 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | September 30, December 31, 2021 2020 Consulting fees $ 627,020 $ 1,718,559 Professional fees 561,599 1,261,751 Litigation accrual (1) 450,000 - Employee and director compensation 437,343 878,292 Research and development fees 106,891 17,817 Interest 22,538 184,576 Other - 45,321 Travel expenses - 4,600 $ 2,205,391 $ 4,110,916 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, 2021 Warrants Public Private Convertible SPAC SPAC PIPE Other Notes Total Balance as of January 1, 2021 $ 3,795,000 $ 256,275 $ - $ 165,895 $ 225,800 $ 4,442,970 Extinguishment of derivative liabilities in connection with conversion of debt [1] - - - - (591,203 ) (591,203 ) Warrants issued in connection with the financing - - 7,294,836 - - 7,294,836 Change in fair value of derivative liabilities 7,130,000 624,600 4,581,868 237,436 655,404 13,229,308 Balance as of March 31, 2021 10,925,000 880,875 11,876,704 403,331 290,001 24,375,911 Change in fair value of derivative liabilities 10,350,000 629,325 7,712,770 55,025 409,300 19,156,420 Balance as of June 30, 2021 21,275,000 1,510,200 19,589,474 458,356 699,301 43,532,331 Warrants issued relates to Alpha settlement [1] - - - 95,677 - 95,677 Extinguishment of derivative liabilities in connection with the Alpha settlement [1] - - - - (699,301 ) (699,301 ) Change in fair value of derivative liabilities (10,695,000 ) (831,825 ) (10,232,374 ) (284,192 ) - (22,043,391 ) Balance as of September 30, 2021 $ 10,580,000 $ 678,375 $ 9,357,100 $ 269,841 $ - $ 20,885,316 |
Schedule of option pricing models to derivatives assumed | September 30, Risk-free interest rate 0.53% - 0.85% Expected term in years 2.84 - 4.40 Expected volatility 85% - 90% Expected dividends 0% February 23, Risk-free interest rate 0.59% Expected term in years 5.00 Expected volatility 85% Expected dividends 0% July 29, Risk-free interest rate 0.37% Expected term in years 3.00 Expected volatility 85% Expected dividends 0% January 15, 2021 to February 5, 2021 Risk-free interest rate 0.00% - 0.14% Expected term in years 0.02 - 0.18 Expected volatility 120% - 161% Expected dividends 0% |
Schedule of warrants activity | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, December 31, 2020 6,001,250 11.50 Issued 5,152,658 6.23 Exercised - - Cancelled - - Expired - - Outstanding, September 30, 2021 11,153,908 $ 9.06 4.3 $ 1,059,516 Exercisable, September 30, 2021 11,153,908 $ 9.06 4.3 $ 1,059,516 |
Schedule of outstanding and exercisable warrants | Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 5.00 2,564,000 4.4 2,564,000 $ 5.28 63,658 3.6 63,658 $ 7.07 25,000 2.8 25,000 $ 7.50 2,500,000 4.9 2,500,000 $ 11.50 6,001,250 4.1 6,001,250 11,153,908 4.3 11,153,908 |
Loans Payable (Tables)
Loans Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Loans Payable [Abstract] | |
Schedule of loans payable | Principal Forgiveness Principal Adjustment Effect of Principal Kingsbrook $ 150,000 $ - $ (150,000 ) $ - $ - $ - Paycheck Protection Program 53,051 (9,670 ) - (2,000 ) - 41,381 Bounce Back Loan Scheme 68,245 - (3,168 ) - (954 ) 64,123 First Assurance Funding 655,593 - (585,031 ) - - 70,562 Other loans payable 155,320 - - - - 155,320 Total loans payable 1,082,209 $ (9,670 ) $ (738,199 ) $ (2,000 ) $ (954 ) 331,386 Less: loans payable - current portion 968,446 279,290 Loans payable - non-current portion $ 113,763 $ 52,096 |
Schedule of related party loans payable | Principal Principal Effect of Principal Loans payable issued between September 18, 2019 through November 4, 2020 $ 513,082 $ (433,374 ) $ 1,536 $ 81,244 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Principal Balance December 31, Converted to September 30, 2020 Equity Extinguished 2021 Dominion $ 833,334 $ (833,334 ) $ - $ - Kingsbrook 101,000 (101,000 ) - - Alpha 616,111 (300,000 ) (316,111 ) - Sub-Total 1,550,445 (1,234,334 ) (316,111 ) - Bridge Notes 365,750 (365,750 ) - - Total $ 1,916,195 $ (1,600,084 ) $ (316,111 ) $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of 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 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of special voting shares activity | Balance, January 1, 2021 1,469,417 Shares issued - Shares exchanged (1,004,049 ) Balance, September 30, 2021 465,368 |
Schedule of outstanding and exercisable stock options | Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2021 50,000 2.49 Granted 2,016,000 5.11 Exercised - - Expired - - Forfeited - - Outstanding, September 30, 2021 2,066,000 5.04 9.50 $ 1,694,400 Exercisable, September 30, 2021 617,444 4.40 9.23 $ 660,042 |
Schedule of outstanding and exercisable stock options | Stock Options Outstanding Stock Options Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 2.49 50,000 9.2 37,500 $ 4.43 1,580,000 9.4 561,778 $ 7.56 436,000 9.8 18,167 2,066,000 9.5 617,444 |
Schedule of estimating the Black Scholes valuation method | Risk free interest rate 0.75% - 0.96% Expected term (years) 5.27 - 6.02 Expected volatility 84% - 100% Expected dividends 0% |
Going Concern and Management'_2
Going Concern and Management's Plans (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Net loss | $ 21,360,865 |
Cash used in operations | 14,343,898 |
Retained earnings | 69,718,503 |
Working capital | $ 10,591,080 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
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”) (0.7867 and 0.7847 CAD to 1 US dollar each as of September 30, 2021 and December 31, 2020, respectively or British Pound (“GBP”) (1.3458 and 1.3649 GBP to 1 US dollar, each as of September 30, 2021 and December 31, 2020, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7992 and 0.7391 CAD, to 1 US dollar and 1.3847 and 1.2708 GBP to 1 US dollar for each of the nine months ended September 30, 2021 and 2020, respectively, and 0.7941 and 0.7504 CAD to 1 US dollar and 1.3784 and 1.2914 GBP to 1 US dollar for each of the three months ended September 30, 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 income (loss) | $ (530,817) | $ 414,335 | $ 65,018 | $ (562,626) |
Foreign currency transaction gains (losses) | $ (218,834) | $ 3,254 | $ (200,264) | $ (1,822) |
Weighted average number of common shares (in Shares) | 32,728,295 | 16,850,379 | 30,491,082 | 16,847,069 |
Exchangeable aggregate of shares (in Shares) | 465,368 | 635,163 | ||
Class C Common Stock [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Weighted average number of common shares (in Shares) | 1 | |||
Class K Common Stock [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Weighted average number of common shares (in Shares) | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted weighted average shares outstanding - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net income (loss) (in Dollars) | $ 18,296,856 | $ (829,418) | $ (21,360,865) | $ (2,943,294) |
Less: decrease in fair value of dilutive warrants (in Dollars) | 10,487,783 | |||
Income (loss) available to common stockholders - diluted (in Dollars) | $ 7,809,073 | $ (829,418) | $ (21,360,865) | $ (2,943,294) |
Weighted average shares outstanding (denominator for basic earnings per share) | 32,727,965 | 16,850,379 | 30,491,082 | 16,847,069 |
Effects of dilutive securities: | ||||
Assumed exercise of stock options, treasury stock method | 182,727 | |||
Assumed exercise of warrants, treasury stock method | 798,892 | |||
Dilutive potential common shares | 981,619 | |||
Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) | 33,709,584 | 16,850,379 | 30,491,082 | 16,847,069 |
Basic earnings per share (in Dollars per share) | $ 0.56 | $ (0.05) | $ (0.7) | $ (0.17) |
Diluted earnings per share (in Dollars per share) | $ 0.23 | $ (0.05) | $ (0.7) | $ (0.17) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive - shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | 8,962,250 | 586,833 | 13,219,908 | 586,833 | |
Options [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | 436,000 | 2,066,000 | |||
Warrants [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | 8,526,250 | 11,153,908 | |||
Convertible debt [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | [1] | 586,833 | 586,833 | ||
[1] | Represents shares issuable upon conversion of debt at various conversion prices, some of 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 ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 130,548 | $ 454,951 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | ||
Schedule of accrued expenses [Abstract] | |||
Consulting fees | $ 627,020 | $ 1,718,559 | |
Professional fees | 561,599 | 1,261,751 | |
Litigation accrual | 450,000 | [1] | |
Employee and director compensation | 437,343 | 878,292 | |
Research and development fees | 106,891 | 17,817 | |
Interest | 22,538 | 184,576 | |
Other | 45,321 | ||
Travel expenses | 4,600 | ||
Total | $ 2,205,391 | $ 4,110,916 | |
[1] | See Note 8 - Commitments and Contingencies, Potential Legal Matters. |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | Mar. 12, 2021 | Nov. 06, 2020 | Jul. 29, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Feb. 23, 2021 |
Derivative Liabilities (Details) [Line Items] | ||||||
Purchase price per share (in Dollars per share) | $ 7.07 | $ 5 | $ 5 | |||
Warrant revalued | $ 66,894 | |||||
Beneficial ownership | 4.99% | |||||
Public SPAC Warrants [Member] | ||||||
Derivative Liabilities (Details) [Line Items] | ||||||
Purchase of aggregate shares (in Shares) | 11,500,000 | |||||
Purchase price per share (in Dollars per share) | 5.75 | $ 5.75 | ||||
Whole price per share (in Dollars per share) | $ 11.5 | $ 11.5 | ||||
Warrant revalued | $ 10,580,000 | |||||
Fair value of derivative liabilities | $ 10,695,000 | $ 6,785,000 | ||||
Private SPAC Warrants [Member] | ||||||
Derivative Liabilities (Details) [Line Items] | ||||||
Purchase price per share (in Dollars per share) | $ 5.75 | $ 5.75 | ||||
Whole price per share (in Dollars per share) | $ 11.5 | $ 11.5 | ||||
Fair value of derivative liabilities | $ 831,825 | $ 422,100 | ||||
Aggregate shares received (in Shares) | 502,500 | |||||
SPAC warrants | $ 678,375 | |||||
PIPE Warrants [Member] | ||||||
Derivative Liabilities (Details) [Line Items] | ||||||
Purchase price per share (in Dollars per share) | $ 5 | |||||
Warrant revalued | 9,357,100 | |||||
Fair value of derivative liabilities | 10,232,374 | 2,062,264 | ||||
Purchase of shares of common stock (in Shares) | 2,564,000 | |||||
Fair value of PIPE warrants | $ 7,294,836 | |||||
Alpha Warrant [Member] | ||||||
Derivative Liabilities (Details) [Line Items] | ||||||
Purchase of aggregate shares (in Shares) | 25,000 | |||||
Purchase price per share (in Dollars per share) | $ 7.07 | |||||
Fair value of derivative liabilities | 28,783 | 28,783 | ||||
Fair value of PIPE warrants | $ 95,677 | |||||
Beneficial ownership | 4.99% | |||||
AGP Warrants [Member] | ||||||
Derivative Liabilities (Details) [Line Items] | ||||||
Purchase of aggregate shares (in Shares) | 63,658 | 63,658 | ||||
Purchase price per share (in Dollars per share) | $ 5.28 | $ 5.28 | ||||
Warrant revalued | 202,947 | |||||
Fair value of derivative liabilities | $ 255,409 | $ 37,052 |
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 - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Beginning balance | $ 43,532,331 | $ 24,375,911 | $ 4,442,970 | $ 4,442,970 | ||
Extinguishment of derivative liabilities in connection with conversion of debt | [1] | (591,203) | ||||
Warrants issued in connection with the financing | 7,294,836 | 7,294,836 | ||||
Warrants issued relates to Alpha settlement | [1] | 95,677 | ||||
Extinguishment of derivative liabilities in connection with the Alpha settlement | [1] | (699,301) | ||||
Change in fair value of derivative liabilities | (22,043,391) | 19,156,420 | 13,229,308 | |||
Ending balance | 20,885,316 | 43,532,331 | 24,375,911 | 20,885,316 | ||
Public SPAC [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Beginning balance | 21,275,000 | 10,925,000 | 3,795,000 | 3,795,000 | ||
Extinguishment of derivative liabilities in connection with conversion of debt | [1] | |||||
Warrants issued in connection with the financing | ||||||
Warrants issued relates to Alpha settlement | [1] | |||||
Extinguishment of derivative liabilities in connection with the Alpha settlement | [1] | |||||
Change in fair value of derivative liabilities | (10,695,000) | 10,350,000 | 7,130,000 | |||
Ending balance | 10,580,000 | 21,275,000 | 10,925,000 | 10,580,000 | ||
Private SPAC Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Beginning balance | 1,510,200 | 880,875 | 256,275 | 256,275 | ||
Extinguishment of derivative liabilities in connection with conversion of debt | [1] | |||||
Warrants issued in connection with the financing | ||||||
Warrants issued relates to Alpha settlement | [1] | |||||
Extinguishment of derivative liabilities in connection with the Alpha settlement | [1] | |||||
Change in fair value of derivative liabilities | (831,825) | 629,325 | 624,600 | |||
Ending balance | 678,375 | 1,510,200 | 880,875 | 678,375 | ||
Other Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Beginning balance | 458,356 | 403,331 | 165,895 | 165,895 | ||
Extinguishment of derivative liabilities in connection with conversion of debt | [1] | |||||
Warrants issued in connection with the financing | ||||||
Warrants issued relates to Alpha settlement | [1] | 95,677 | ||||
Extinguishment of derivative liabilities in connection with the Alpha settlement | [1] | |||||
Change in fair value of derivative liabilities | (284,192) | 55,025 | 237,436 | |||
Ending balance | 269,841 | 458,356 | 403,331 | 269,841 | ||
Convertible Notes [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Beginning balance | 699,301 | 290,001 | 225,800 | 225,800 | ||
Extinguishment of derivative liabilities in connection with conversion of debt | [1] | (591,203) | ||||
Warrants issued in connection with the financing | ||||||
Warrants issued relates to Alpha settlement | [1] | |||||
Extinguishment of derivative liabilities in connection with the Alpha settlement | [1] | (699,301) | ||||
Change in fair value of derivative liabilities | 409,300 | 655,404 | ||||
Ending balance | 699,301 | 290,001 | ||||
PIPE Warrants [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Beginning balance | 19,589,474 | 11,876,704 | ||||
Extinguishment of derivative liabilities in connection with conversion of debt | [1] | |||||
Warrants issued in connection with the financing | 7,294,836 | |||||
Warrants issued relates to Alpha settlement | [1] | |||||
Extinguishment of derivative liabilities in connection with the Alpha settlement | [1] | |||||
Change in fair value of derivative liabilities | (10,232,374) | 7,712,770 | 4,581,868 | |||
Ending balance | $ 9,357,100 | $ 19,589,474 | $ 11,876,704 | $ 9,357,100 | ||
[1] | See Note 7 - Convertible Notes Payable. |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of option pricing models to derivatives assumed | 1 Months Ended | 9 Months Ended | ||
Jul. 29, 2021 | Feb. 23, 2021 | Feb. 05, 2021 | Sep. 30, 2021 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||||
Risk-free interest rate | 0.37% | 0.59% | ||
Expected term in years | 3 years | 5 years | ||
Expected volatility | 85.00% | 85.00% | ||
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||||
Risk-free interest rate | 0.00% | 0.53% | ||
Expected term in years | 7 days | 2 years 10 months 2 days | ||
Expected volatility | 120.00% | 85.00% | ||
Maximum [Member] | ||||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||||
Risk-free interest rate | 0.14% | 0.85% | ||
Expected term in years | 2 months 4 days | 4 years 4 months 24 days | ||
Expected volatility | 161.00% | 90.00% |
Derivative Liabilities (Detai_4
Derivative Liabilities (Details) - Schedule of warrants activity | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Schedule of warrants activity [Abstract] | |
Number of Warrants, Beginning balance | shares | 6,001,250 |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 11.5 |
Number of Warrants, Issued | shares | 5,152,658 |
Weighted Average Exercise Price, Issued | $ / shares | $ 6.23 |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Warrants, Cancelled | shares | |
Weighted Average Exercise Price, Cancelled | $ / shares | |
Number of Warrants, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Number of Warrants, Outstanding, | shares | 11,153,908 |
Weighted Average Exercise Price, Outstanding, | $ / shares | $ 9.06 |
Weighted Average Remaining Life in Years, Outstanding, | 4 years 3 months 18 days |
Intrinsic Value, Outstanding, | $ | $ 1,059,516 |
Number of Warrants, Exercisable | shares | 11,153,908 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 9.06 |
Weighted Average Remaining Life in Years. Exercisable | 4 years 3 months 18 days |
Intrinsic Value, Exercisable | $ | $ 1,059,516 |
Derivative Liabilities (Detai_5
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants | 9 Months Ended |
Sep. 30, 2021shares | |
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | |
Warrants Outstanding Number of Shares | 11,153,908 |
Warrants Exercisable Weighted Average Remaining Life in Years | 4 years 3 months 18 days |
Warrants Exercisable Number of Shares | 11,153,908 |
5.00 [Member] | |
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | |
Warrants Outstanding Number of Shares | 2,564,000 |
Warrants Exercisable Weighted Average Remaining Life in Years | 4 years 4 months 24 days |
Warrants Exercisable Number of Shares | 2,564,000 |
5.28 [Member] | |
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | |
Warrants Outstanding Number of Shares | 63,658 |
Warrants Exercisable Weighted Average Remaining Life in Years | 3 years 7 months 6 days |
Warrants Exercisable Number of Shares | 63,658 |
7.07 [Member] | |
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | |
Warrants Outstanding Number of Shares | 25,000 |
Warrants Exercisable Weighted Average Remaining Life in Years | 2 years 9 months 18 days |
Warrants Exercisable Number of Shares | 25,000 |
7.50 [Member] | |
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | |
Warrants Outstanding Number of Shares | 2,500,000 |
Warrants Exercisable Weighted Average Remaining Life in Years | 4 years 10 months 24 days |
Warrants Exercisable Number of Shares | 2,500,000 |
11.50 [Member] | |
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | |
Warrants Outstanding Number of Shares | 6,001,250 |
Warrants Exercisable Weighted Average Remaining Life in Years | 4 years 1 month 6 days |
Warrants Exercisable Number of Shares | 6,001,250 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | Mar. 03, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 05, 2021 | May 19, 2021 | Feb. 10, 2021 |
Loans Payable (Details) [Line Items] | |||||||||
Partial satisfaction of other loans payable | $ 3,168 | ||||||||
Aggregate amount paid | $ 585,031 | 585,031 | |||||||
Loan forgiveness amount | $ 9,670 | $ 51,051 | |||||||
Other income | 2,000 | ||||||||
Principal amount | $ 432,699 | ||||||||
Aggregate principal | $ 433,374 | 433,374 | |||||||
Accrued interest | $ 61,530 | ||||||||
Aggregate of shares (in Shares) | 82,484 | ||||||||
Price per share (in Dollars per share) | $ 6 | $ 6 | |||||||
Kingsbrook loans payable [Member] | |||||||||
Loans Payable (Details) [Line Items] | |||||||||
Loans payable in cash | $ 166,313 | ||||||||
Partial satisfaction of other loans payable | 150,000 | ||||||||
Accrued interest | $ 16,313 | ||||||||
Interest Expense on Loans Payable [Member] | |||||||||
Loans Payable (Details) [Line Items] | |||||||||
Interest Expenses | $ 2,315 | $ 5,724 | $ 20,498 | $ 40,583 | |||||
Interest expense related parties | 10,566 | $ 9,402 | 30,898 | $ 24,193 | |||||
Accrued interest | $ 22,453 | 22,453 | $ 24,824 | ||||||
Accrued interest — related parties | $ 10,719 | $ 37,539 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of loans payable | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Loans Payable (Details) - Schedule of loans payable [Line Items] | |
Other loans payable, beginning balance | $ 155,320 |
Other loans payable, Forgiveness | |
Other loans payable, Principal Repaid in Cash | |
Other loans payable, Adjustment | |
Other loans payable, Effect of Foreign Exchange Rates | |
Other loans payable, ending balance | 155,320 |
Total loans payable, beginning balance | 1,082,209 |
Total loans payable, Forgiveness | (9,670) |
Total loans payable, Principal Repaid in Cash | (738,199) |
Total loans payable, Adjustment | (2,000) |
Total loans payable, Effect of Foreign Exchange Rates | (954) |
Total loans payable, Principal Balance at ending balance | 331,386 |
Less: loans payable - current portion, beginning balance | 968,446 |
Less: loans payable - current portion, ending balance | 279,290 |
Loans payable - non-current portion, Principal Balance at beginning balance | 113,763 |
Loans payable - non-current portion, Principal Balance at ending balance | 52,096 |
Kingsbrook [Member] | |
Loans Payable (Details) - Schedule of loans payable [Line Items] | |
Principal Balance at beginning balance | 150,000 |
Forgiveness | |
Principal Repaid in Cash | (150,000) |
Adjustment | |
Effect of Foreign Exchange Rates | |
Principal Balance at ending balance | |
Paycheck Protection Program [Member] | |
Loans Payable (Details) - Schedule of loans payable [Line Items] | |
Principal Balance at beginning balance | 53,051 |
Forgiveness | (9,670) |
Principal Repaid in Cash | |
Adjustment | (2,000) |
Effect of Foreign Exchange Rates | |
Principal Balance at ending balance | 41,381 |
Bounce Back Loan Scheme [Member] | |
Loans Payable (Details) - Schedule of loans payable [Line Items] | |
Principal Balance at beginning balance | 68,245 |
Forgiveness | |
Principal Repaid in Cash | (3,168) |
Adjustment | |
Effect of Foreign Exchange Rates | (954) |
Principal Balance at ending balance | 64,123 |
First Assurance Funding [Member] | |
Loans Payable (Details) - Schedule of loans payable [Line Items] | |
Principal Balance at beginning balance | 655,593 |
Forgiveness | |
Principal Repaid in Cash | (585,031) |
Adjustment | |
Effect of Foreign Exchange Rates | |
Principal Balance at ending balance | $ 70,562 |
Loans Payable (Details) - Sch_2
Loans Payable (Details) - Schedule of related party loans payable | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of related party loans payable [Abstract] | |
Principal Balance at December 31, 2020, beginning balance | $ 513,082 |
Principal Exchanged into Common Stock | (433,374) |
Effect of Foreign Exchange Rates | 1,536 |
Principal Balance at September 30, 2021 | $ 81,244 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 29, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Convertible Notes Payable (Details) [Line Items] | ||||||
Accrued interest converted to equity | $ 1,873 | |||||
Conversion of debt | 1,340,184 | |||||
Loss on extinguishment of debt | $ (9,737) | 491,624 | ||||
Aggregate shares (in Shares) | 150,000 | |||||
Warrants to purchase (in Shares) | 25,000 | |||||
Warrant exercise price per share (in Dollars per share) | $ 7.07 | $ 5 | $ 5 | |||
Share warrants aggregate value | $ 1,156,177 | |||||
Carrying value of debt | 1,109,008 | |||||
Accrual provision | 47,169 | |||||
Aggregate carrying value | 1,156,177 | |||||
Fair value of the common stock | 1,060,500 | |||||
Fair value of the alpha warrant | $ 95,677 | |||||
Convertible note payable | $ 10,000 | $ 10,000 | ||||
Interest accrued on convertible notes | 61,530 | |||||
Convertible Notes Payable [Member] | ||||||
Convertible Notes Payable (Details) [Line Items] | ||||||
Remaining principal balance | 260,000 | 260,000 | ||||
Accrued interest | $ 96,208 | |||||
Common stock issued for debt conversion (in Shares) | 59,368 | |||||
Interest accrued on convertible notes | $ 0 | $ 182,181 | ||||
Convertible notes payable - related parties | 0 | $ 124,833 | ||||
Convertible Notes Payable [Member] | ||||||
Convertible Notes Payable (Details) [Line Items] | ||||||
Principal converted to equity | 1,234,334 | |||||
Accrued interest converted to equity | $ 105,850 | |||||
Aggregate shares converted (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 of note payable | 628 | $ 69,674 | 109,767 | 340,759 | ||
Interest expense, related parties | $ 3,633 | $ 11,915 | $ 11,380 | $ 38,794 | ||
Convertible Notes Payable [Member] | Minimum [Member] | ||||||
Convertible Notes Payable (Details) [Line Items] | ||||||
Conversion price on convertible debt (in Dollars per share) | $ 2.45 | $ 2.45 | ||||
Convertible Notes Payable [Member] | Maximum [Member] | ||||||
Convertible Notes Payable (Details) [Line Items] | ||||||
Conversion price on convertible debt (in Dollars per share) | 3.29 | $ 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 | $ 2.73 | ||||
Aggregate shares (in Shares) | 158,383 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of convertible notes payable | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Dominion [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |
Principal Balance December 31, 2020 | $ 833,334 |
Principal Balance, Converted to Equity | (833,334) |
Principal Balance, Extinguished | |
Principal Balance September 30, 2021 | |
Kingsbrook [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |
Principal Balance December 31, 2020 | 101,000 |
Principal Balance, Converted to Equity | (101,000) |
Principal Balance, Extinguished | |
Principal Balance September 30, 2021 | |
Alpha [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |
Principal Balance December 31, 2020 | 616,111 |
Principal Balance, Converted to Equity | (300,000) |
Principal Balance, Extinguished | (316,111) |
Principal Balance September 30, 2021 | |
Sub-Total [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |
Principal Balance December 31, 2020 | 1,550,445 |
Principal Balance, Converted to Equity | (1,234,334) |
Principal Balance, Extinguished | (316,111) |
Principal Balance September 30, 2021 | |
Bridge Notes [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |
Principal Balance December 31, 2020 | 365,750 |
Principal Balance, Converted to Equity | (365,750) |
Principal Balance, Extinguished | |
Principal Balance September 30, 2021 | |
Total [Member] | |
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | |
Principal Balance December 31, 2020 | 1,916,195 |
Principal Balance, Converted to Equity | (1,600,084) |
Principal Balance, Extinguished | (316,111) |
Principal Balance September 30, 2021 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Nov. 06, 2020USD ($)shares | Aug. 27, 2021USD ($)shares | Apr. 29, 2021USD ($) | Apr. 15, 2021shares | Feb. 25, 2021USD ($) | Jul. 25, 2019USD ($) | Feb. 25, 2021USD ($) | Sep. 30, 2021USD ($) | Mar. 30, 2021shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 03, 2021USD ($) | Sep. 03, 2021GBP (£) |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Legal expenses | $ 250,000 | |||||||||||||
Transactions fee | $ 1,500,000 | |||||||||||||
Shares issued to settle transaction fee (in Shares) | shares | 150,000 | |||||||||||||
Operating Lease, Expense | $ 16,203 | $ 38,452 | ||||||||||||
Percentage of consultant bonus | 50.00% | |||||||||||||
Shares issues (in Shares) (in Shares) | shares | 61,535 | 100,699 | ||||||||||||
Other Commitment, to be Paid, Remainder of Fiscal Year | $ 15,000,000 | |||||||||||||
Restricted common stock value | $ 50,000 | |||||||||||||
Payment of first milestone | $ 97,900 | £ 70,546 | ||||||||||||
Research and development expense | $ 48,949 | 65,266 | ||||||||||||
Prepaid balance | $ 31,647 | |||||||||||||
Additional consideration agreement description | As additional consideration for the CEO agreeing to enter into the agreement, the Company awarded him options to purchase 1,400,000 shares of the Company’s common stock, which have a term of 10 years, and an exercise price of $4.43 per share (the closing sales price on the date the board of directors approved the grant (February 26, 2021)). The options as subject to the Company’s 2020 Omnibus Incentive Plan and vest at the rate of (a) 1/5th of such options on the grant date; and (b) 4/5th of such options vesting ratably on a monthly basis over the following 36 months on the last day of each calendar month; provided, however, that such options vest immediately upon the CEO’s death or disability, termination without cause or a termination by the CEO for good reason (as defined in the agreement), a change in control of the Company or upon a sale of the Company. | |||||||||||||
Accrued Bonus | $ 151,875 | $ 151,875 | ||||||||||||
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 | 60 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, Prof. Jagdeep Nanchahal (the “Consultant”). The Consulting Agreement was 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 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”). | |||||||||||||
Stanford [Member] | Katexco [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Shares issues (in Shares) (in Shares) | 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 | $ 450,000 | ||||||||||||
Percentage of automatic annual salary increase | 5.00% | 5.00% | ||||||||||||
Salary available to paid bonus | 45.00% | |||||||||||||
Notice period required to terminate the employment agreement | 60 days | |||||||||||||
CFO [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Additional consideration agreement description | As additional consideration for the CFO agreeing to enter into the agreement, the Company awarded him options to purchase 180,000 shares of the Company’s common stock, which have a term of 10 years, and an exercise price of $4.43 per share (the closing sales price on the date the board of directors approved the grant (February 26, 2021)). The options are subject to the Company’s 2020 Omnibus Incentive Plan and vest at the rate of (a) 1/5th of such options upon the grant date; and (b) 4/5th of such options vesting ratably on a monthly basis over the following 36 months on the last day of each calendar month; provided, however, that such options vest immediately upon the CFO’s death or disability, termination without cause or a termination by the CFO for good reason (as defined in the agreement), a change in control of the Company or upon a sale of the Company. | |||||||||||||
Notice period required to terminate the employment agreement | 60 days | |||||||||||||
Annual base salary | $ 300,000 | |||||||||||||
Target bonus Percentage | 30.00% | 30.00% | ||||||||||||
Accrued bonus payable | $ 67,500 | $ 67,500 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford | 9 Months Ended |
Sep. 30, 2021GBP (£) | |
Upon signing of the Fifth Oxford Agreement [Member] | |
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford [Line Items] | |
Milestone description | Upon signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Six months post signing of the Fifth Oxford Agreement [Member] | |
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford [Line Items] | |
Milestone description | 6 months post signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Twelve months post signing of the Fifth Oxford Agreement [Member] | |
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford [Line Items] | |
Milestone description | 12 months post signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Twenty Fourth months post signing of the Fifth Oxford Agreement [Member] | |
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford [Line Items] | |
Milestone description | 24 months post signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | Aug. 04, 2021 | Feb. 26, 2021 | Feb. 26, 2021 | Aug. 31, 2021 | Feb. 19, 2021 | Oct. 17, 2017 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Aug. 23, 2021 | Jul. 29, 2021 | Dec. 31, 2020 | Nov. 06, 2020 |
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Par value per Share (in Dollars per share) | $ 7.5 | $ 0.0001 | $ 0.0001 | $ 6 | $ 0.0001 | ||||||||
Offering expenses | $ 1,120,000 | ||||||||||||
Warrant exercice price (in Dollars per share) | $ 5 | $ 5 | $ 7.07 | ||||||||||
Warrants, term | 5 years | 5 years | 5 years | ||||||||||
Placement agent fees and offering expenses | $ 968,930 | ||||||||||||
Allocated to common stock | 364,812 | ||||||||||||
Allocated to warrant liabilities | 604,118 | ||||||||||||
Penalties for Event of Default | $ 174,993 | 174,993 | |||||||||||
Maximum purchase aggregate amount | 583,310 | 583,310 | |||||||||||
Incurred of damages | 524,979 | ||||||||||||
Cash payment | $ 275,000 | ||||||||||||
Restricted shares, issued (in Shares) | 225,000 | ||||||||||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ 1,973,250 | ||||||||||||
Stock based compensation grant date value | $ 5,280,632 | 1,750,000 | |||||||||||
Gain (loss) on settlement of liabilities | $ 223,250 | ||||||||||||
Aggregate shares (in Shares) | 150,000 | ||||||||||||
Aggregate issuance date fair value | $ 2,181,219 | $ 71,289 | $ 306,594 | ||||||||||
Shares issued (in Shares) | 33,968,735 | 33,968,735 | 26,171,225 | ||||||||||
Common stock upon exchange of common stock equivalents (in Shares) | 1,004,049 | ||||||||||||
Accrued interest converted to Equity | $ 1,873 | ||||||||||||
Price per share (in Dollars per share) | $ 6 | $ 6 | |||||||||||
Aggregate principal amount | $ 693,371 | ||||||||||||
Options granted (in Shares) | 2,016,000 | ||||||||||||
Vest Rate | 20.00% | ||||||||||||
Grant rate percentage | 80.00% | ||||||||||||
Stock-basd compensation expense | $ 434,979 | $ 1,871,473 | |||||||||||
Stock compensation not yet recognized | $ 5,206,048 | $ 5,206,048 | |||||||||||
Weighted average remaining vesting period | 2 years 11 months 23 days | ||||||||||||
Minimum [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Beneficial ownership interest | 4.99% | 4.99% | 4.99% | ||||||||||
Maximum [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Beneficial ownership interest | 9.99% | 9.99% | 9.99% | ||||||||||
Common Stock Issued for Services [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Aggregate issuance date fair value | $ 431,996 | $ 2,099,581 | |||||||||||
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 | ||||||||||||
Shares of common stock (in Shares) | 150,000 | ||||||||||||
Warrant to purchase shares (in Shares) | 25,000 | 25,000 | |||||||||||
Convertible Notes Payable [Member] | Minimum [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Conversion price for convertible debt (in Dollars per share) | $ 2.45 | $ 2.45 | |||||||||||
Aggregate principal amount | $ 157,741 | ||||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Conversion price for convertible debt (in Dollars per share) | 3.29 | $ 3.29 | |||||||||||
Aggregate Shares common stock conversion (in Shares) | 141,852 | ||||||||||||
Conversion [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Debt converted to equity | $ 365,750 | ||||||||||||
Accrued interest converted to Equity | $ 66,633 | ||||||||||||
Aggregate Shares common stock conversion (in Shares) | 158,383 | ||||||||||||
Price per share (in Dollars per share) | 2.73 | $ 2.73 | |||||||||||
Convertible Debt [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Conversion price for convertible debt (in Dollars per share) | $ 6 | $ 6 | |||||||||||
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 | ||||||||||||
Aggregate gross proceeds | $ 11,700,000 | ||||||||||||
Offering expenses | $ 13,900,000 | $ 10,700,000 | |||||||||||
Aggregate shares (in Shares) | 436,000 | 2,500,000 | |||||||||||
Warrants of shares (in Shares) | 2,500,000 | ||||||||||||
Shares issued (in Shares) | 24,685 | 24,685 | |||||||||||
Aggregate Shares common stock conversion (in Shares) | 467,123 | ||||||||||||
Options granted (in Shares) | 1,580,000 | ||||||||||||
Exercise price for stock options (in Dollars per share) | $ 7.56 | $ 4.43 | |||||||||||
Common stock [Member] | Stock Options [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Aggregate gross proceeds | $ 15,000,000 | ||||||||||||
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 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of special voting shares activity | 9 Months Ended |
Sep. 30, 2021shares | |
Schedule of special voting shares activity [Abstract] | |
Balance, January 1, 2021 | 1,469,417 |
Shares issued | |
Shares exchanged | (1,004,049) |
Balance, September 30, 2021 | 465,368 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of stock option activity | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Schedule of stock option activity [Abstract] | |
Number of Options Outstanding, January 1, 2021 (in Shares) | shares | 50,000 |
Weighted Average Exercise Price Outstanding, January 1, 2021 | $ 2.49 |
Number of Options Granted (in Shares) | shares | 2,016,000 |
Weighted Average Exercise Price Granted | $ 5.11 |
Number of Options Exercised (in Shares) | shares | |
Weighted Average Exercise Price Exercised | |
Number of Options Expired (in Shares) | shares | |
Weighted Average Exercise Price Expired | |
Number of Options Forfeited (in Shares) | shares | |
Weighted Average Exercise Price Forfeited | |
Number of Options Outstanding, June 20, 2021 (in Shares) | shares | 2,066,000 |
Weighted Average Exercise Price Outstanding, June 20, 2021 | $ 5.04 |
Weighted Average Remaining Term (Yrs) | 9 years 6 months |
Intrinsic Value Outstanding, June 20, 2021 (in Dollars) | $ | $ 1,694,400 |
Number of Options Exercisable, September 30, 2021 (in Shares) | shares | 617,444 |
Weighted Average Exercise Price Exercisable, September 30, 2021 | $ 4.4 |
Weighted Average Remaining Term (Yrs) | 9 years 2 months 23 days |
Intrinsic Value Exercisable, September 30, 2021 | $ 660,042 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of outstanding and exercisable stock options | 9 Months Ended |
Sep. 30, 2021shares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 2,066,000 |
Stock Options Exercisable, Weighted Average RemainingLife in Years | 9 years 6 months |
Stock Options Exercisable, Number of Shares | 617,444 |
2.49 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 50,000 |
Stock Options Exercisable, Weighted Average RemainingLife in Years | 9 years 2 months 12 days |
Stock Options Exercisable, Number of Shares | 37,500 |
4.43 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 1,580,000 |
Stock Options Exercisable, Weighted Average RemainingLife in Years | 9 years 4 months 24 days |
Stock Options Exercisable, Number of Shares | 561,778 |
7.56 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 436,000 |
Stock Options Exercisable, Weighted Average RemainingLife in Years | 9 years 9 months 18 days |
Stock Options Exercisable, Number of Shares | 18,167 |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Schedule of estimating the Black Scholes valuation method | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders’ Equity (Details) - Schedule of estimating the Black Scholes valuation method [Line Items] | |
Expected dividends | 0.00% |
Minimum [Member] | |
Stockholders’ Equity (Details) - Schedule of estimating the Black Scholes valuation method [Line Items] | |
Risk free interest rate | 0.75% |
Expected term (years) | 5 years 3 months 7 days |
Expected volatility | 84.00% |
Maximum [Member] | |
Stockholders’ Equity (Details) - Schedule of estimating the Black Scholes valuation method [Line Items] | |
Risk free interest rate | 0.96% |
Expected term (years) | 6 years 7 days |
Expected volatility | 100.00% |
Related Parties (Details)
Related Parties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Parties (Details) [Line Items] | |||||
Related parties due | $ 300,000 | ||||
Accounts payable - related parties | $ 4,447 | $ 4,447 | 215,495 | ||
Loans payable related parties | 81,244 | 81,244 | 513,082 | ||
Convertible notes Payable - related parties | 0 | 0 | 270,000 | ||
Research and development expenses related parties | 1,287,583 | $ 223,321 | |||
General and administrative expenses | 82,519 | $ 25,078 | |||
Professional fees paid to current | 123,499 | 123,499 | |||
Due to other related parties, current | 25,000 | 25,000 | |||
Related party transaction, selling, general and administrative expenses from transactions with related party | 462,081 | 85,052 | |||
General and administrative expenses | $ 338,000 | ||||
Investors percentage | 10.00% | ||||
Related party tax expense, due from affiliates, current | 85,052 | ||||
Other income related parties | 240,000 | ||||
Other Income - Related Parties [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Other income related parties | 240,000 | ||||
General and Administrative Expense [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Investors percentage | 10.00% | ||||
General and administrative expenses | $ 38,600 | ||||
Professional fees paid to current | 45,400 | $ 45,400 | |||
Director [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Accounts payable - related parties | 215,495 | ||||
Professional services | 196,377 | ||||
Accounting fees | 19,118 | ||||
Research and development expenses related parties | 298,879 | 112,652 | |||
Investors percentage | 10.00% | ||||
Interest expense on loans | 10,567 | $ 30,899 | |||
Director [Member] | General and Administrative Expense [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Investors percentage | 10.00% | ||||
Officers and Directors [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Accrued expenses related parties | $ 130,548 | $ 130,548 | 454,951 | ||
Interest accrued | 10,343 | 124,833 | |||
Accrued professional fees | $ 120,205 | $ 330,118 | |||
Investors percentage | 10.00% | 10.00% | |||
Interest expenses related party | $ 14,201 | 23,088 | $ 42,279 | 64,758 | |
Interest on convertible notes | $ 3,633 | 11,915 | $ 11,380 | 40,565 | |
Interest expense on loans | $ 9,402 | $ 24,193 | |||
General and Administrative Expense [Member] | |||||
Related Parties (Details) [Line Items] | |||||
Investors percentage | 10.00% |
Correction of an Error (Details
Correction of an Error (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Correction Of An Error [Abstract] | ||
Stock-based compensation | $ 363,523 | $ 363,523 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 02, 2021 | Oct. 12, 2021 | Oct. 29, 2021 | Sep. 30, 2021 |
Subsequent Events (Details) [Line Items] | ||||
Issued shares of common stock | 451,986 | |||
Description of agreement | the Company entered into an Employment Agreement (the “COO/CBO Agreement”) dated October 27, 2021, and effective November 1, 2021, with Quan Vu. Pursuant to the agreement, Mr. Vu agreed to serve as the Chief Operating Officer/Chief Business Officer (“COO/CBO”) of the Company for an initial salary of $390,000 per year, subject to a $10,000 increase upon completion of a $50 Million financing and a yearly increase of five percent (5%) on each start-day anniversary | As additional consideration for the COO/CBO agreeing to enter into the agreement, the Company awarded him options to purchase 275,000 shares of the Company’s common stock, which have a term of 10 years, and an exercise price equal to the Fair Market Value of the Company’s common stock on the date of grant which is still to be determined. | ||
Targeted amount percentage | 50.00% | |||
Description of employment agreements | The agreement can be terminated any time by the Company with or without cause with 30 days prior written notice and may be terminated by the COO/CBO at any time with 30 days prior written notice. The agreement may also be terminated by the Company with ten days’ notice in the event the agreement is terminated for cause under certain circumstances. Upon the termination of the COO/CBO’s agreement by the Company without cause or by the COO/CBO for good reason, the Company agreed to pay him twelve months of severance pay, except if Executive separates from the Company prior to a one year anniversary. | |||
Oxford university of description | The Company agreed to pay Oxford University for past patent costs $66,223 (£49,207), an initial License fee of $13,458 (£10,000), future royalties based on sales and milestones, and an annual maintenance fee of $4,037 (£3,000). The Company has the option to terminate the agreement after the third anniversary of the agreement. | |||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Agreed to pay | $ 200,000 |