Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Mar. 28, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | 180 LIFE SCIENCES CORP. | |
Trading Symbol | ATNF | |
Document Type | 10-K | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 34,087,244 | |
Entity Public Float | $ 271,883,250 | |
Amendment Flag | false | |
Entity Central Index Key | 0001690080 | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
ICFR Auditor Attestation Flag | false | |
Document Annual 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 $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | No | |
Auditor Firm ID | 688 | |
Auditor Name | Marcum, LLP | |
Auditor Location | San Francisco, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 8,224,508 | $ 2,108,544 |
Due from related parties | 300,000 | |
Prepaid expenses and other current assets | 2,976,583 | 1,606,414 |
Total Current Assets | 11,201,091 | 4,014,958 |
Intangible assets, net | 1,948,913 | 2,047,818 |
In-process research and development | 12,575,780 | 12,569,793 |
Goodwill | 36,987,886 | 36,900,801 |
Total Assets | 62,713,670 | 55,533,370 |
Current Liabilities: | ||
Accounts payable | 586,611 | 8,529,259 |
Accounts payable - related parties | 215,495 | |
Accrued expenses | 1,964,580 | 4,110,916 |
Accrued expenses - related parties | 18,370 | 454,951 |
Loans payable - current portion | 1,828,079 | 968,446 |
Loans payable - related parties | 81,277 | 513,082 |
Convertible notes payable | 1,916,195 | |
Convertible notes payable - related parties | 270,000 | |
Derivative liabilities | 15,220,367 | 4,442,970 |
Total Current Liabilities | 19,699,284 | 21,421,314 |
Accrued issuable equity | 43,095 | |
Loans payable - non current portion | 48,165 | 113,763 |
Deferred tax liability | 3,643,526 | 3,668,329 |
Total Liabilities | 23,390,975 | 25,246,501 |
Commitments and contingencies (Note 12) | ||
Stockholders’ Equity: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; (see designations and shares authorized for Series A, Class C and Class K preferred stock) | ||
Class C Preferred Stock; 1 share authorized, issued and outstanding at December 31, 2021 and 2020 | ||
Class K Preferred Stock; 1 share authorized, issued and outstanding at December 31, 2021 and 2020 | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 34,035,925 and 26,171,225 shares issued and outstanding at December 31, 2021 and 2020, respectively | 3,404 | 2,617 |
Additional paid-in capital | 107,184,137 | 78,005,004 |
Accumulated other comprehensive income | 817,440 | 636,886 |
Accumulated deficit | (68,682,286) | (48,357,638) |
Total Stockholders’ Equity | 39,322,695 | 30,286,869 |
Total Liabilities and Stockholders’ Equity | $ 62,713,670 | $ 55,533,370 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 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 | 34,035,925 | 26,171,225 |
Common stock, shares outstanding | 34,035,925 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Expenses: | ||
Research and development | $ 1,000,769 | $ 2,217,371 |
Research and development - related parties | 2,947,536 | 75,633 |
General and administrative | 11,230,118 | 3,169,260 |
General and administrative - related parties | 462,580 | 185,848 |
Total Operating Expenses | 15,641,003 | 5,648,112 |
Loss From Operations | (15,641,003) | (5,648,112) |
Other (Expense) Income: | ||
Loss on sale and disposal of property and equipment | (37,174) | |
Gain on settlement of liabilities | 926,829 | |
Other income | (146,822) | 15,334 |
Other income - related parties | 240,000 | |
Interest expense | (135,953) | (1,002,424) |
Interest expense - related parties | (50,255) | (84,550) |
Loss on extinguishment of convertible notes payable, net | (9,737) | (2,580,655) |
Change in fair value of derivative liabilities | (4,677,388) | (1,816,309) |
Change in fair value of accrued issuable equity | (9,405) | 9,405 |
Offering costs allocated to warrant liabilities | (604,118) | |
Total Other Expense, Net | (4,706,849) | (5,256,373) |
Loss Before Income Taxes | (20,347,852) | (10,904,485) |
Income tax benefit | 23,204 | 20,427 |
Net Loss | (20,324,648) | (10,884,058) |
Deemed dividend related to the Series A Convertible Preferred Stock | (1,122,702) | |
Net Loss Attributable to Common Stockholders | (20,324,648) | (12,006,760) |
Net Loss | (20,324,648) | (10,884,058) |
Other Comprehensive Income: | ||
Foreign currency translation adjustments | 180,554 | 484,083 |
Total Comprehensive Income | $ (20,144,094) | $ (10,399,975) |
Basic and Diluted Net Loss per Common Share (in Dollars per share) | $ (0.65) | $ (0.66) |
Weighted Average Number of Common Shares Outstanding: (in Shares) | 31,355,439 | 18,154,056 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 1,384 | $ 75,890,295 | $ 152,803 | $ (37,473,580) | $ 38,570,902 |
Balance (in Shares) at Dec. 31, 2019 | 13,846,925 | ||||
Common stock issued for cash (Note 13) | $ 1 | 72,499 | 72,500 | ||
Common stock issued for cash (Note 13) (in Shares) | 12,292 | ||||
Shares issued upon conversion of KBL debt (Note 11) | $ 152 | 4,164,833 | 4,164,985 | ||
Shares issued upon conversion of KBL debt (Note 11) (in Shares) | 1,519,628 | ||||
Shares issued upon conversion of 180 debt (Note 11) | $ 48 | 2,117,270 | 2,117,318 | ||
Shares issued upon conversion of 180 debt (Note 11) (in Shares) | 482,894 | ||||
Shares issued upon the conversion of the Series A convertible preferred stock (Note 13) | $ 162 | 4,348,873 | 4,349,035 | ||
Shares issued upon the conversion of the Series A convertible preferred stock (Note 13) (in Shares) | 1,619,144 | ||||
Shares issued upon exchange of common stock equivalents (Note 13) | $ 153 | (153) | |||
Shares issued upon exchange of common stock equivalents (Note 13) (in Shares) | 1,521,157 | ||||
Beneficial conversion feature on convertible debt issued (Note 11) | 329,300 | 329,300 | |||
Deemed dividend on Series A convertible preferred stock (Note 13): | |||||
Extinguishment loss | (565,659) | (565,659) | |||
Make-whole dividend | $ (333,333) | $ (333,333) | |||
Beneficial conversion feature (in Shares) | (223,710) | (223,710) | |||
Stock based compensation (Note 13): | |||||
Common stock | $ 24 | $ 1,057,965 | $ 1,057,989 | ||
Common stock (in Shares) | 240,540 | ||||
Options | 7,798 | 7,798 | |||
Effect of reverse recapitalization, net of cash acquired (Note 4) | $ 693 | (8,860,974) | (8,860,281) | ||
Effect of reverse recapitalization, net of cash acquired (Note 4) (in Shares) | 6,928,645 | ||||
Comprehensive income (loss): | |||||
Net loss | (10,884,058) | (10,884,058) | |||
Other comprehensive income (loss) | 484,083 | 484,083 | |||
Balance at Dec. 31, 2020 | $ 2,617 | 78,005,004 | 636,886 | (48,357,638) | 30,286,869 |
Balance (in Shares) at Dec. 31, 2020 | 26,171,225 | ||||
Shares issued upon conversion of KBL debt (Note 11) | $ 47 | 1,941,078 | 1,941,125 | ||
Shares issued upon conversion of KBL debt (Note 11) (in Shares) | 467,123 | ||||
Shares issued upon conversion of 180 debt (Note 11) | $ 16 | 432,367 | 432,383 | ||
Shares issued upon conversion of 180 debt (Note 11) (in Shares) | 158,383 | ||||
Deemed dividend on Series A convertible preferred stock (Note 13): | |||||
Shares issued in connection with the financing, net of financing costs (Note 9) | $ 256 | 10,730,814 | 10,731,070 | ||
Shares issued in connection with the financing, net of financing costs (Note 9) (in Shares) | 2,564,000 | ||||
Offering costs allocated to warrant liabilities (Note 13) | 604,118 | 604,118 | |||
Warrants issued in connection with private offering, reclassified to derivative liabilities (Note 9) | (7,294,836) | (7,294,836) | |||
Shares issued upon exchange of common stock equivalents (Note 13) | $ 174 | (174) | |||
Shares issued upon exchange of common stock equivalents (Note 13) (in Shares) | 1,745,054 | ||||
Shares issued to settle accounts payable (Note 12) | $ 23 | 1,973,227 | 1,973,250 | ||
Shares issued to settle accounts payable (Note 12) (in Shares) | 225,000 | ||||
Shares issued in connection with the August 2021 Offering, net of financing costs (Note 13) | $ 250 | 13,879,750 | 13,880,000 | ||
Shares issued in connection with the August 2021 Offering, net of financing costs (Note 13) (in Shares) | 2,500,000 | ||||
Shares issued to settle convertible debt and derivative liabilities with Alpha Capital (Note 11) | $ 15 | 1,060,485 | 1,060,500 | ||
Shares issued to settle convertible debt and derivative liabilities with Alpha Capital (Note 11) (in Shares) | 150,000 | ||||
Shares issued in connection with the repayment of related party loans and convertible notes (Note 13) | $ 15 | 851,097 | 851,112 | ||
Shares issued in connection with the repayment of related party loans and convertible notes (Note 13) (in Shares) | 141,852 | ||||
Stock based compensation (Note 13): | |||||
Common stock | $ 31 | 2,148,858 | 2,148,889 | ||
Common stock (in Shares) | 317,553 | ||||
Options | 2,852,309 | 2,852,309 | |||
Shares Cancelled | $ (40) | 40 | |||
Shares Cancelled (in Shares) | (404,265) | ||||
Comprehensive income (loss): | |||||
Net loss | (20,324,648) | (20,324,648) | |||
Other comprehensive income (loss) | 180,554 | 180,554 | |||
Balance at Dec. 31, 2021 | $ 3,404 | $ 107,184,137 | $ 817,440 | $ (68,682,286) | $ 39,322,695 |
Balance (in Shares) at Dec. 31, 2021 | 34,035,925 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (20,324,648) | $ (10,884,058) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | ||
Shares issued for services | 2,148,889 | |
Amortization of stock options | 2,852,309 | 1,118,286 |
Amortization of debt discount | 356,179 | |
Depreciation and amortization | 109,947 | 125,333 |
Bad debt expense (recovery) - related parties | 300,000 | (1,699,825) |
Gain on exchange rate transactions | 4,760 | |
Interest capitalized to debt principal | 396,535 | |
Gain on settlement of liabilities, net | (926,829) | (25,643) |
Loss on extinguishment of convertible note payable | 9,737 | 2,580,655 |
Deferred tax benefit | (24,803) | (20,427) |
Offering costs allocated to warrant liabilities | 604,118 | |
Loss on sale/disposal of property and equipment | 37,174 | |
Change in fair value of derivative liabilities | 4,677,388 | 1,816,309 |
Change in fair value of accrued issuable equity | 9,405 | (9,405) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,377,247) | (210,195) |
Due from related parties | (217,939) | |
Accounts payable | (5,730,537) | 2,226,814 |
Accrued expenses | (1,646,657) | 533,486 |
Accrued issuable equity | (52,500) | |
Total adjustments | 953,220 | 7,012,097 |
Net Cash Used In Operating Activities | (19,371,428) | (3,871,961) |
Cash Flows From Investing Activities | ||
Cash withdrawn from Trust Account | 10,280,739 | |
Cash acquired in reverse merger | 3,006,235 | |
Proceeds from repayment of notes receivable | 1,203,750 | |
Net Cash Provided by Investing Activities | 14,490,724 | |
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 advances from related party | (201,859) | |
Repayment of convertible debt | (10,000) | |
Repayment of loans payable | (807,594) | (72,843) |
Payment of common stock redemptions payable | (9,006,493) | |
Proceeds from loans payable | 1,618,443 | 275,049 |
Proceeds from convertible notes payable | 82,500 | |
Proceeds from Paycheck Protection Program Loan | 53,051 | |
Proceeds from Bounce Back Scheme Loan | 64,168 | |
Net Cash Provided By (Used In) Financing Activities | 25,411,919 | (8,733,927) |
Effect of Exchange Rate Changes on Cash | 75,473 | 140,311 |
Net Increase In Cash | 6,115,964 | 2,025,147 |
Cash - Beginning of Period | 2,108,544 | 83,397 |
Cash - End of Period | 8,224,508 | 2,108,544 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for income taxes | ||
Cash paid during the period for interest | 35,351 | |
Non-cash investing and financing activities: | ||
Common stock issued upon conversion of KBL debt | 1,931,388 | |
Common stock issued upon conversion of 180 debt | 432,383 | |
Common stock issued in connection with repayment of related party loans and convertible notes | 851,112 | |
Shares and warrants issued for Alpha Settlement | 1,013,331 | |
Exchange of common stock equivalents for common stock | 146 | |
Shares issued to settle accounts payable | 1,750,000 | |
Reclassification of accrued issuable equity | 43,095 | |
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 | |
Conversion of notes payable and accrued interest into common stock | 6,282,303 | |
Deemed dividend - Conversion of Series A Convertible Preferred Stock into common stock | 4,349,035 | |
Deemed dividend - Extinguishment on Series A Convertible Preferred stock | 565,659 | |
Deemed dividend - Make-whole dividend on conversion of Series A Convertible preferred stock | 333,333 | |
Deemed dividend - Beneficial conversion feature on Series A Convertible Preferred Stock | 223,710 | |
Net non-cash liabilities assumed in Business Combination | 11,866,515 | |
Financing of D&O insurance premium | $ 728,437 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 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”). Reorganization and Business Combination On July 16, 2019, 180 and each of 180 LP, Katexco and CBR Pharma completed a corporate restructuring, pursuant to which 180 LP, Katexco and CBR Pharma became wholly-owned subsidiaries of 180 (the “Reorganization”). It was determined that Katexco was the accounting acquirer in the Reorganization and the remaining companies were the accounting acquirees. On November 6, 2020 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”) following a special meeting of stockholders held on November 5, 2020, where the stockholders of the Company considered and approved, among other matters, a proposal to adopt that certain Business Combination Agreement (as amended, the “Business Combination Agreement”), dated as of July 25, 2019. Pursuant to the Business Combination Agreement, among other things, a subsidiary of the Company merged with and into 180, with 180 continuing as the surviving entity and a wholly- owned subsidiary of the Company (the “Merger”). The Merger became effective on November 6, 2020 (see Note 4 – Business Combination). Risks and Uncertainties Regarding the COVID-19 pandemic, a continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on the Company’s ability to access capital, on the Company’s business, results of operations and financial condition. Management continues to monitor the developments and have taken active measures to protect the health of the Company’s employees, their families and the Company’s communities. The ultimate impact will depend heavily on the duration of the COVID-19 pandemic and public health responses, as well as the substance and pace of macroeconomic recovery, all of which are uncertain and difficult to predict considering the continuing evolving landscape of the COVID-19 pandemic and the public health responses to contain it. Management has evaluated, and will continue to evaluate, the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or completion of business combination, the specific impact is not readily determinable as of the date of these consolidated financial statements. The follow up time for patient data and the statistical analysis for the Phase 2b Dupuytren’s Contracture clinical trial was delayed as a result of COVID-19, but such follow-up and statistical analysis are now completed and the Company announced the top-line data results from the Phase 2b trial on December 1, 2021. Additionally, COVID-19 has delayed the initiation of certain clinical trials and may delay the initiation of other clinical trials in the future or otherwise have a material adverse effect on our future operations. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Going Concern and Management's
Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2021, the Company incurred a net loss of $20,324,648 and used cash in operations of $19,371,428. As of December 31, 2021, the Company has an accumulated deficit of $68,682,286 and a working capital deficit of $8,498,193. The Company expects to invest a significant amount of capital to fund research and development. As a result, the Company expects that its operating expenses will increase significantly, and consequently will require significant revenues to become profitable. Even if the Company does become profitable, it may not be able to sustain or increase profitability on a quarterly or annual basis. The Company cannot predict when, if ever, it will be profitable. There can be no assurance that the intellectual property of the Company, or other technologies it may acquire, will meet applicable regulatory standards, obtain required regulatory approvals, be capable of being produced in commercial quantities at reasonable costs, or be successfully marketed. The Company plans to undertake additional laboratory studies with respect to the intellectual property, and there can be no assurance that the results from such studies or trials will result in a commercially viable product or will not identify unwanted side effects. These consolidated financial statements have been prepared under the assumption of a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company’s ability to continue its operations is dependent upon obtaining new financing for its ongoing operations. 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 consolidated financial statements are issued. Realization of the Company’s assets may be substantially different from the carrying amounts presented in these consolidated financial statements and the accompanying consolidated financial statements do not include any adjustments that may become necessary, should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“U.S. GAAP”). The Business Combination was accounted for as a reverse recapitalization, and 180 is deemed to be the accounting acquirer. Consequently, the assets and liabilities and the historical operations that are reflected in these consolidated financial statements prior to the Business Combination are those of 180 Life Corp. and its subsidiaries. The preferred stock, common stock, additional paid in capital and earnings per share amount in these consolidated financial statements for the period prior to the Business Combination have been restated to reflect the recapitalization in accordance with the shares issued to the shareholders of the former parent, 180 Life Corp. as a result of the Business Combination. Emerging Growth Company Disclosure Exemptions The Company qualifies as an “emerging growth company,” as defined in the JOBS Act. For so long as the Company remains an emerging growth company, it is permitted and plans to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These provisions include, but are not limited to: being permitted to have only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure; an exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; reduced disclosure obligations regarding executive compensation arrangements in our periodic reports, registration statements and proxy statements; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company intends to take advantage of the exemptions discussed above. Principles of Consolidation 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 consolidated financial statements prior to the Business Combination are those of 180 Life Corp. and its subsidiaries. The preferred stock, common stock, additional paid in capital and earnings per share amount in these consolidated financial statements for the period prior to the Business Combination have been restated to reflect the recapitalization in accordance with the shares issued to the shareholders of the former parent, 180 Life Corp. as a result of the Business Combination. The 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. Accounting for Business Combinations As required by U.S. GAAP, the Company records acquisitions under the acquisition method of accounting, under which the assets acquired and liabilities assumed are initially recorded at their respective fair values and any excess purchase price over the estimated fair value of net assets acquired is reflected as goodwill. The Company uses estimates and, in some instances, independent third-party valuation firms to assist in determining the fair values of assets acquired, liabilities assumed and contingent consideration, if any. Such estimates and valuations require significant assumptions, including projections of future events and operating performance. The estimated fair values are subject to change during the measurement period, which is limited to one year subsequent to the acquisition date. Foreign Currency Translation The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries is the Canadian Dollar (“CAD”) or British Pound (“GBP”). Assets and liabilities are translated based on the exchange rates at the balance sheet date (0.7874 and 0.7847 for the CAD, 1.3510 and 1.3649 for the GBP as of December 31, 2021 and 2020, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7977 and 0.7462 for the CAD and 1.3753 and 1.2843 for the GBP for the years ended December 31, 2021 and 2020, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. Comprehensive income is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the years ended December 31, 2021 and 2020, the Company recorded other comprehensive income of $180,133 and $484,083, 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 ($69) and $1,030 of foreign currency transaction (losses)/gains for the years ended December 31, 2021 and 2020, respectively. Such amounts have been classified within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements. The Company had no cash equivalents at December 31, 2021 or 2020. As of December 31, 2021, the Company had bank accounts in the United States and the United Kingdom. The Company’s cash deposits in United States and English financial institutions may at times may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) or the Financial Services Compensation Scheme (“FSCS”) insurance limits, respectively. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. Intangible Assets and In-Process Research and Development (“IPR&D”) Intangible assets consist of licensed patents held by Katexco as well as technology licenses acquired in connection with the Reorganization. Licensed patents are amortized over the remaining life of the patent. Technology licenses represent the fair value of licenses acquired for the development and commercialization of certain licenses and knowledge. The technology licenses are amortized on a straight-line basis over the estimated useful lives of the underlying patents. It will be necessary to monitor and possibly adjust the useful lives of the licensed patents and technology licenses depending on the results of the Company’s research and development activities. IPR&D assets represent the fair value assigned to technologies that were acquired on July 16, 2019 in connection with the Reorganization, which have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. During the period that the IPR&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may record a full or partial impairment charge related to the IPR&D assets, calculated as the excess of the carrying value of the IPR&D assets over their estimated fair value. Impairment of Long-Lived Assets The Company reviews long-lived assets and certain identifiable assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. An impairment exists when the carrying value of the long-lived asset is not recoverable and exceeds its estimated fair value. No impairment charges were recorded during the years ended December 31, 2021 and 2020, respectively. Goodwill Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. The Company reviews goodwill yearly, or more frequently whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered, for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, it is unnecessary to perform a quantitative analysis. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. As of December 31, 2021, the Company elected to bypass the qualitative assessment and conducted a quantitative assessment whereby it was determined the fair value of the reporting unit (which the Company concluded was the consolidated entity), exceeded the carrying value and, accordingly, there was no impairment of goodwill. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: ● Level 1 - Quoted prices in active markets for identical assets or liabilities; ● Level 2 - Quoted prices for similar assets and liabilities in active markets or inputs that are observable; and ● Level 3 - Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of certain of the Company’s financial instruments, consisting primarily of loans payable and convertible notes payable, approximate their fair values as presented in these consolidated financial statements due to the short-term nature of those instruments. The Company’s derivative liabilities were valued using level 3 inputs (see Note 9 – Derivative Liabilities for additional information). Accrued Issuable Equity The Company records accrued issuable equity when it is contractually obligated to issue shares and there has been a delay in the issuance of such shares. Accrued issuable equity is recorded and carried at fair value with changes in its fair value recognized in the Company’s consolidated statements of operations. Once the underlying shares of common stock are issued, the accrued issuable equity is reclassified as of the share issuance date at the then current fair market value of the common stock. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and is estimated by management based on observations of the recent cash sales prices of common stock. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. Derivative Liabilities and Convertible Instruments The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. Entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in other (expense) income, net in the consolidated statements of operations. In circumstances where there are multiple embedded instruments that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the balance sheet date. If the embedded conversion options do not require bifurcation, the Company then evaluates for the existence of a beneficial conversion feature by comparing the fair value of the Company’s underlying stock as of the commitment date to the effective conversion price of the instrument (the intrinsic value). Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption and are classified in interest expense in the consolidated statements of operations. Preferred stock discounts are only accreted to their redemption value if redemption becomes probable. Amendments to convertible instruments are evaluated as to whether they should be accounted for as a modification of the original instrument with no change to the accounting or, if the terms are substantially changed, as an extinguishment of the original instrument and the issuance of a new instrument. The Company has computed the fair value of warrants, options, convertible notes and convertible preferred stock issued using the Monte-Carlo and Black-Scholes option pricing models. The expected term used for warrants, convertible notes and convertible preferred stock are the contractual life and the expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net (loss) per common share is computed by dividing net (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 common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Years Ended 2021 2020 Options 2,741,000 50,000 Warrants 11,153,908 6,064,908 Convertible debt (a) - 932,614 Total potentially dilutive shares 13,894,908 7,047,522 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. Research and Development Research and development expenses are charged to operations as incurred. During the years ended December 31, 2021 and 2020, the Company incurred $1,000,769 and $2,217,371, respectively, of research and development expenses. As of December 31, 2021 and 2020, research and development expenses – related parties were $2,947,536 and $75,633, respectively. See Note 15 – Related Parties for more information on research and development expenses – related parties. Income Taxes The Company accounts for income taxes under the provisions of ASC Topic 740 “Income Taxes” (“ASC 740”). The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations and comprehensive loss. Recently Issued 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 consolidated financial statements and related disclosures. Recently Issued But Not Yet Adopted 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. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | NOTE 4 – BUSINESS COMBINATION On November 6, 2020 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”) following a special meeting of stockholders held on November 5, 2020, where the stockholders of the Company considered and approved, among other matters, a proposal to adopt that certain Business Combination Agreement (as amended, the “Business Combination Agreement”), dated as of July 25, 2019. References to “KBL” below refer to the Company prior to the Closing Date, then known as KBL Merger Corp. IV (“KBL”). Pursuant to the Business Combination Agreement, among other things, a subsidiary of the Company merged with and into 180, with 180 continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”). The Business Combination was accounted for as a reverse recapitalization of 180. All of 180’s capital stock outstanding immediately prior to the merger was exchanged for (i) 15,736,348 shares of 180LS common stock, (ii) 2 shares of Class C and Class K Special Voting Shares exchangeable into 1,763,652 shares of 180LS common stock which are presented as outstanding in the accompanying Statement of Changes in Stockholders’ Equity due to the reverse recapitalization. KBL’s 6,928,645 outstanding shares of common stock are presented as being issued on the date of the Business Combination. Below is a summary of the assets acquired and the liabilities assumed in connection with the Business Combination. Cash $ 3,006,235 Prepaid expenses 57,748 Marketable securities held in Trust Account 10,373,857 Accounts payable and accrued expenses (4,722,933 ) Convertible notes payable, net of debt discount (2,504,045 ) Derivative liabilities (see Note 9) (3,945,365 ) Due to/from Related Party (201,859 ) Loans payable (10,000 ) Promissory note with 180 (496,161 ) Redemptions payable (9,006,493 ) Net fair value of assets acquired and liabilities assumed (7,449,016 ) Series A convertible preferred stock (see Note 13) (1,411,265 ) Effect of reverse recapitalization $ (8,860,281 ) Subsequent to the Business Combination, the marketable securities were released from the Trust Account, were converted into cash, and were used to settle the share redemption payable. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 5 - PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses consist of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Insurance $ 2,151,487 $ 1,003,271 Research and development expense tax credit receivable 644,513 409,470 Professional fees 80,783 104,080 Value-added tax receivable 24,411 37,751 Taxes 25,634 37,424 Other 49,755 14,418 $ 2,976,583 $ 1,606,414 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Intangible assets consist of the following as of December 31, 2021 and 2020: As of December 31, 2021 As of December 31, 2020 Remaining Gross Asset Accumulated Net Carrying Gross Asset Accumulated Net Carrying Licensed patents 14.6 $ 603,919 $ (110,759 ) $ 493,160 $ 592,608 $ (76,766 ) $ 515,842 Technology license 17.5 1,658,550 (202,797 ) 1,455,753 1,652,469 (120,493 ) 1,531,976 $ 2,262,469 $ (313,556 ) $ 1,948,913 $ 2,245,077 $ (197,259 ) $ 2,047,818 Changes in the gross asset value of licensed patents and technology licenses from the dates acquired are the result of changes in the foreign currency exchange rate. The Company recorded amortization expense of $116,297 and $116,841 during the years ended December 31, 2021 and 2020, respectively, related to intangible assets, which is included in general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss. Future amortization related to intangible assets is as follows: For the Years Ending December 31, 2022 $ 114,800 2023 114,800 2024 114,800 2025 114,800 2026 114,800 Thereafter 1,374,913 $ 1,948,913 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 7 - ACCRUED EXPENSES Accrued expenses consist of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Consulting fees $ 548,281 $ 1,718,559 Professional fees 252,973 1,261,751 Litigation accrual (1) 300,000 - Employee and director compensation 725,569 878,292 Research and development fees 91,737 17,817 Interest 25,433 184,576 Other 20,587 49,921 $ 1,964,580 $ 4,110,916 (1) See Note 12 - Commitments and Contingencies, Potential Legal Matters As of December 31, 2021 and 2020, accrued expenses - related parties were $18,370 and $454,951, respectively. See Note 15 - Related Parties for details. |
Accrued Issuable Equity
Accrued Issuable Equity | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Issuable Equity [Abstract] | |
ACCRUED ISSUABLE EQUITY | NOTE 8 – ACCRUED ISSUABLE EQUITY A summary of the accrued issuable equity activity during the years ended December 31, 2021 and 2020 is presented below: Balance at January 1, 2020 $ - Additions 43,095 Balance at December 31, 2020 43,095 Reclassification to equity (43,095 ) Balance at December 31, 2021 $ - During the year ended December 31, 2020, the Company entered into a contractual arrangement for services in exchange for shares of common stock of the Company for fixed dollar amounts. Pursuant to the contractual agreement, the Company will issue an aggregate value of $5,000 common shares on a monthly basis and an aggregate of $30,000 of common shares at the end of each quarter. As of December 31, 2020, the Company recorded $43,095 of accrued issuable equity related to services. During the first quarter of 2021, this balance was reclassified to equity and as of December 31, 2021, there was no accrued issuable equity. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 9 - DERIVATIVE LIABILITIES The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities (except the Public Special Purpose Acquisition Companies (“SPAC”) warrants as defined below, which are Level 1 derivative liabilities) that are measured at fair value on a recurring basis: For the Year Ended December 31, 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 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 4,253,850 211,050 (778,536 ) (73,680 ) 1,064,704 4,677,388 Balance as of December 31, 2021 $ 8,048,850 $ 467,325 $ 6,516,300 $ 187,892 $ - $ 15,220,367 (1) See Note 11 – Convertible Notes Payable For the Year Ended December 31, 2020 Warrants Convertible Notes Preferred Stock Total Beginning balance as of January 1, 2020 $ - $ - $ - $ - Derivative liabilities assumed at date of Business Combination 2,754,865 $ 23,500 $ 1,167,000 $ 3,945,365 Derecognition of derivative liabilities in connection with convertible note and preferred stock modification and exchanges - (723,336 ) (2,033,068 ) (2,756,404 ) Issuance of derivative liabilities - 1,219,700 218,000 1,437,700 Change in fair value of derivative liabilities 1,462,305 (294,064 ) 648,068 1,816,309 Ending balance as of December 31, 2020 $ 4,217,170 $ 225,800 $ - $ 4,442,970 The fair value of the derivative liabilities as of December 31, 2021 were estimated using the Monte-Carlo and Black Scholes option pricing models, with the following assumptions used: December 31, Risk-free interest rate 0.85% - 1.14 % Expected term in years 2.59 - 4.15 Expected volatility 98.5 % Expected dividends 0 % In applying the Monte-Carlo and Black-Scholes option pricing models to derivatives assumed on November 6, 2020, the Company used the following assumptions: November 6, 2020 Risk-free interest rate 0.08% - 0.40 % Expected term (years) 0.26 - 5.01 Expected volatility 80% - 207 % Expected dividends 0.00 % In connection with the modification of certain convertible notes on November 25, 2020 (See Note 11 – Convertible Notes Payable for additional details), the Company applied the Monte-Carlo and Black-Scholes option pricing models to value embedded features as derivative liabilities with the following assumptions: November 25, 2020 Risk-free interest rate 0.06% - 0.09 % Expected term (years) 0.24 - 0.54 Expected volatility 115% - 160 % Expected dividends 0.00 % 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), subject to adjustment. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants are currently exercisable and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants, in whole and not in part, at a price of $0.01 per Public Warrant upon 30 days’ notice (“30-day redemption period”), only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement with respect to the shares of common stock underlying such Public Warrants and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. If the Company calls the Public Warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise Public Warrants to do so on a “cashless basis.” Management has determined that the Public Warrants contain a tender offer provision which could result in the Public Warrants settling for the tender offer consideration (including potentially cash) in a transaction that didn’t result in a change-in-control. This feature results in the Public Warrants being precluded from equity classification. Accordingly, the Public Warrants are classified as liabilities measured at fair value, with changes in fair value each period reported in earnings. The fair value of the Public SPAC Warrants on the date of the issuance was $1,978,000. At December 31, 2021 and 2020 the Public SPAC Warrants were revalued at $8,048,850 and $3,795,000, respectively, which resulted in $4,253,850 and $1,817,000 increase in the fair value of the derivative liabilities during the years ended December 31, 2021 and 2020, respectively and recorded in the accompanying consolidated statement of operations. Private SPAC Warrants Participants in KBL’s initial private placement received an aggregate of 502,500 Private SPAC Warrants (“Private SPAC Warrants”). Each Private Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share), subject to adjustment. No fractional shares will be issued upon exercise of the warrants. The Private Warrants are currently exercisable and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Private Warrants are non-redeemable so long as they are held by original holders or their permitted transferees. If the Private Warrants are held by other parties, the Company may redeem the Private Warrants, in whole and not in part, at a price of $0.01 per Warrant upon 30 days’ notice (“30-day redemption period”), only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement with respect to the shares of common stock underlying such Warrants and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. If the Company calls the Private Warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise Private Warrants to do so on a “cashless basis.” Management has determined that the Private Warrants contain a tender offer provision which could result in the Private Warrants settling for the tender offer consideration (including potentially cash) in a transaction that didn’t result in a change-in-control. This feature (amongst others) results in the Private Warrants being precluded from equity classification. Accordingly, the Private Warrants are classified as liabilities measured at fair value, with changes in fair value each period reported in earnings. The fair value of the Private SPAC Warrants on the date of the issuance was $587,925. At December 31, 2021 and 2020 the Private SPAC Warrants were revalued at $467,325 and $256,275, respectively, which resulted in $211,250 increase and $331,650 decrease in the fair value of the derivative liabilities during the years ended December 31, 2021 and 2020, respectively. The increase and decrease in fair value of these derivative liabilities was recorded in the accompanying consolidated statement of operations. 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 13 – 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 December 31, 2021 at $6,516,300, which resulted in a $778,536 decrease in the fair value of the derivative liabilities during the year ended December 31, 2021. 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 existing 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 December 31, 2021 at $144,331 which resulted in a $21,564 decrease in the fair value of the derivative liabilities during the year ended December 31, 2021. The following assumptions were used to value the AGP Warrant at issuance: March 12, Risk-free interest rate 0.68 % Expected term in years 3.84 Expected volatility 85 % Expected dividends 0 % Alpha Warrant In connection with the Alpha Settlement Agreement (see Note 11 – 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 December 31, 2021 at $43,561, which resulted in a $52,116 decrease in the fair value of the derivative liabilities during the year ended December 31, 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 (see Note 11 – Convertible Notes Payable) 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 % At the end of the second quarter of 2021, the Alpha Capital Note (see Note 11 – 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. On 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 11 - 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 13 - Stockholders’ Equity) during the years ended December 31, 2021 and 2020 is presented below: Number of Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, January 1, 2020 - - Issued 6,064,908 11.43 Outstanding, December 31, 2020 6,064,908 11.43 Issued 5,089,000 6.24 Exercised - - Cancelled - - Expired - - Outstanding, December 31, 2021 11,153,908 $ 9.06 4.1 Exercisable, December 31, 2021 11,153,908 $ 9.06 4.1 A summary of outstanding and exercisable warrants as of December 31, 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 4.2 2,564,000 $ 5.28 63,658 3.3 63,658 $ 7.07 25,000 2.6 25,000 $ 7.50 2,500,000 4.6 2,500,000 $ 11.50 6,001,250 3.9 6,001,250 11,153,908 4.1 11,153,908 A summary of outstanding and exercisable warrants as of December 31, 2020 is presented below: Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 11.50 6,001,250 4.9 6,001,250 5.28 63,658 - 6,064,908 4.9 6,001,250 |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2021 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 10 - LOANS PAYABLE The following tables summarize the activity of loans payable during the years ended December 31, 2021 and 2020: Principal Forgiveness/ Principal New Issuances Effect of Principal Kingsbrook $ 150,000 $ - $ (150,000 ) $ - $ - $ - Paycheck Protection Program 53,051 (11,670 ) (69 ) - - 41,312 Bounce Back Loan Scheme 68,245 - (4,724 ) - (2,352 ) 61,169 First Assurance Funding 655,593 - (655,593 ) 1,618,443 - 1,618,443 Other loans payable 155,320 - - - - 155,320 Total loans payable 1,082,209 $ (11,670 ) $ (810,386 ) $ 1,618,443 $ (2,352 ) 1,876,244 Less: loans payable - current portion 968,446 1,828,079 Loans payable - non-current portion $ 113,763 $ 48,165 Principal Forgiveness/ Principal New Issuances Effect of Principal Kingsbrook $ - $ - $ - $ 150,000 $ - $ 150,000 Paycheck Protection Program - - - 53,051 - 53,051 Bounce Back Loan Scheme - - - 68,245 - 68,245 First Assurance Funding - - (347,222 ) 1,002,815 - 655,593 Other loans payable 116,250 - - 39,070 - 155,320 Total loans payable 116,250 $ - $ (347,222 ) $ 1,313,181 $ - 1,082,209 Less: loans payable - current portion 116,250 968,446 Loans payable - non-current portion $ - $ 113,763 Loans Payable, Current Portion Simple December 31, December 31, Loan payable issued September 18, 2019 8 % $ 50,000 $ 50,000 Loan payable issued October 29, 2019 8 % 69,250 69,250 Loan payable issued February 5, 2020 8 % 3,500 3,500 Loan payable issued March 31, 2020 8 % 4,537 4,537 Loan payable issued June 8, 2020 8 % 5,000 5,000 Loan payable issued June 8, 2020 8 % 5,000 5,000 Kingsbrook loan issued June 12, 2020 8 % - 150,000 Loan payable issued July 15, 2020 * 8 % 4,695 4,695 Loan payable issued October 13, 2020 8 % 13,337 13,337 Loan payable issued December 10, 2020 8 % - 655,594 Current portion of PPP Loans (1) 1 % 41,312 7,533 Current portion of Bounce Back Loans (1) 1 % 13,005 - Loan payable issued December 10, 2021 2 % 1,618,443 - $ 1,828,079 $ 968,446 * These loans are denominated in currencies other than USD. (1) See Loans Payable, Non-Current Portion for a description of the PPP Loans and the Bounce Back Loans. Loans Payable, Non-Current Portion The non-current portion of the Company’s loans payable as of December 31, 2021 and 2020 are as follows: Simple Interest Rate December 31, December 31, Maturity PPP loan payable issued May 5, 2020 1.0 % 41,312 $ 51,051 5/4/2022 PPP loan payable issued April 24, 2020 1.0 % - 2,000 4/23/2022 BBLS loan payable issued June 10, 2020 2.5 % 61,170 68,245 6/10/2026 Subtotal 102,482 121,296 Less: Current portions of BBLS/PPP loans, respectively (see above) (54,317 ) (7,533 ) Non-current portion $ 48,165 $ 113,763 During April and May 2020, the Company received loans in the aggregate amount of $53,051 (the “PPP Loans”), under the Payroll Protection Program (“PPP”), to support continuing employment during the COVID-19 pandemic. Effective March 27, 2020, legislation referred to as the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was passed to benefit companies in the U.S. that were significantly impacted by the pandemic. Under the terms of the CARES Act, as amended by the Paycheck Protection Program Flexibility Act of 2020, the Company is eligible to apply for and receive forgiveness for all or a portion of their respective PPP Loans. Such forgiveness will be determined, subject to limitations, based on the use of the loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”) incurred during the 24 weeks subsequent to funding, and on the maintenance of employee and compensation levels, as defined, following the funding of the PPP Loan. The Company intends to use the proceeds of their PPP Loans for Qualifying Expenses. However, no assurance is provided that the Company will be able to obtain forgiveness of the PPP Loans in whole or in part. Any amounts not forgiven incur interest at 1.0% per annum and monthly repayments of principal and interest are deferred for six months after the date of disbursement. While the Company’s PPP loans currently have a two-year maturity, the amended law will permit the Company to request a five-year maturity. As of December 31, 2021 and 2020, the Company recorded accrued interest of $163 and $354, respectively, related to the PPP loans. During the years ended December 31, 2021 and 2020, the Company recorded interest expense of $1,636 and $354, respectively, related to the PPP loans. 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 has appealed the decision and requested the full amount of the PPP loan be forgiven. On September 30, 2021, the Company adjusted a portion of the PPP loan in the amount of $2,000 to other income since such amount was a grant to 180LS by the government, and it did not need to be repaid. On June 10, 2020, the Company received GBP £50,000 (USD $64,353) of cash proceeds pursuant to the Bounce Back Loan Scheme (“BBLS”), which provides financial support to businesses across the UK that are losing revenue, and seeing their cashflow disrupted, as a result of the COVID-19 outbreak. The BBLS is unsecured and bears interest at 2.5% per annum. The maximum loan amount is GBP £50,000 and the length of the loan is six years, with payments beginning 12 months after the date of disbursement. Early repayment is allowed, without early repayment fees. As of December 31, 2021 and 2020, the Company recorded accrued interest of GBP £778 (USD $1,051) and GBP £514 (USD $702), respectively, related to the BBLS loan. During the years ended December 31, 2021 and 2020, the Company recorded interest expense of GBP £778 (USD $1,051) and GBP£514 (USD $702), respectively, related the BBLS loan. On June 12, 2020, the Company entered into a promissory note agreement with Kingsbrook Opportunities Master Fund LP for an aggregate principal sum of $150,000, which bears interest at 15% per annum and matures on August 31, 2021. On March 3, 2021, the Company repaid the Kingsbrook loans payable in cash for an aggregate of $162,452, which included the principal amount of $150,000 and accrued interest of $12,452. During the year ended December 31, 2021, the Company paid an aggregate of $655,593 in full satisfaction of the 2020 directors and officers insurance policy and $4,724 in partial satisfaction of the Bounce Back Loan Scheme. On December 10, 2021, the Company entered into a financing arrangement for a Directors and Officers Insurance Policy (the “D&O Insurance”) with First Assurance Funding to finance $1,618,443 of a total D&O Insurance amount of $2,005,502 inclusive of premiums, taxes, and fees. As of December 31, 2021, a total of $1,618,443 remains financed in loans payable, due in monthly installments of $161,844. Loans Payable – Related Parties Loans payable to related parties (the “Related Party Loans”) consist of loans payable to certain of the Company’s officers, directors and a greater than 10% stockholder. The Company had the following loans payable to related parties outstanding as of December 31, 2021 and 2020: Simple Interest Rate December 31, December 31, Loan payable issued September 18, 2019 8 % $ 50,000 $ 50,000 Loan payable issued October 8, 2019 0 % 4,000 4,000 Loan payable issued October 20, 2019 * 8 % - 81,463 Loan payable issued October 28, 2019 * 8 % - 7,088 Loan payable issued October 29, 2019 8 % - 40,000 Loan payable issued October 29, 2019 8 % - 10,000 Loan payable issued November 27, 2019 * 8 % - 20,515 Loan payable issued December 11, 2019 8 % - 10,342 Loan payable issued January 14, 2020 8 % - 4,726 Loan payable issued January 20, 2020 8 % - 137,382 Loan payable issued January 30, 2020 * 8 % - 7,088 Loan payable issued February 5, 2020 8 % 3,500 3,500 Loan payable issued February 28, 2020 * 8 % - 19,261 Loan payable issued March 31, 2020 8 % 4,537 4,537 Loan payable issued April 2, 2020 8 % - 1,871 Loan payable issued April 2, 2020 8 % - 1,564 Loan payable issued April 13, 2020 8 % - 12,875 Loan payable issued April 13, 2020 8 % - 12,905 Loan payable issued April 27, 2020 * 8 % - 7,962 Loan payable issued May 19, 2020 8 % - 2,152 Loan payable issued May 30, 2020 * 8 % - 7,962 Loan payable issued May 30, 2020 8 % - 7,890 Loan payable issued June 17, 2020 8 % 485 485 Loan payable issued July 15, 2020 8 % 5,503 5,503 Loan payable issued August 25, 2020 * 8 % - 9,162 Loan payable issued October 8, 2020 * 8 % 8,708 8,796 Loan payable issued October 15, 2020 8 % - 10,094 Loan payable issued October 14, 2020 * 8 % 4,544 4,544 Loan payable issued October 1, 2020 * 8 % - 10,253 Loan payable issued November 4, 2020 * 8 % - 9,162 $ 81,277 $ 513,082 * These loans are denominated in currencies other than USD. At issuance, the Related Party Loans provided for a maturity date upon the earliest of (a) the consummation of the Business Combination; (b) June 30, 2020; or (c) 60 days after the respective issuance date. On July 1, 2020, the Company amended the terms of the Related Party Loans to extend the maturity terms to the earlier of (a) the closing of a qualified financing; or (b) November 1, 2020. The terms of all loan extensions were reviewed and were deemed to be modifications, rather than extinguishments. 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. On that day, they 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 13 - Stockholders’ Equity ). Interest Expense on Loans Payable For the year ended December 31, 2021, the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $24,019 and $38,874, respectively. For the year ended December 31, 2020, the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $23,709 and $35,973, respectively. As of December 31, 2021, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $24,212 and $812, respectively. See Note 15 — Related Parties for additional details. As of December 31, 2020, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $24,824 and $37,539, respectively. See Note 15 — Related Parties for additional details. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 11 - CONVERTIBLE NOTES PAYABLE The table below details the convertible notes payable activity during the years ended December 31, 2021 and 2020: Maturity Date (as amended, 01/01/21 Impact 12/31/21 Effective if Principal of Conversions Common Principal Date applicable) Balance Extinguishment to Common Stock Shares Issued Balance Dominion 06/12/20 02/11/21 $ 833,334 $ - $ (833,334) 338,393 $ - Kingsbrook 06/12/20 02/11/21 101,000 - (101,000) 33,770 - Alpha Capital 06/12/20 02/11/21 616,111 (316,111) (300,000) 94,960 - Bridge Note 12/27/19 08/28/21 365,750 - (365,750) 158,383 - Total $ 1,916,195 $ (316,111) $ (1,600,084) 625,506 $ - For The Year Ended December 31, 2020 Maturity Date (as amended, 01/01/20 Amortization Conversions 12/31/20 Effective if Principal of Debt Impact of to Common Principal Date applicable) Balance Debt Issued Debt Discount Discount Extinguishment Stock Balance Dominion 06/12/20 02/11/21 $ - $ 1,805,556 $ (722,966 ) $ 134,134 $ 588,832 $ (972,222 ) $ 833,334 Kingsbrook 06/12/20 02/11/21 - 1,796,411 (685,615 ) 127,227 558,388 (1,695,411 ) 101,000 Alpha Capital 06/12/20 02/11/21 - 1,111,111 (800,421 ) 94,786 705,635 (495,000 ) 616,111 Amended Senior Note 07/25/19 08/28/21 1,405,695 - - - - - - Amended Senior Note (1 07/25/19 08/28/21 1,081,251 - - - - (1,768,779 ) - Bridge Note 12/27/19 08/28/21 250,000 - - - - - 275,000 Bridge Note 01/03/20 08/28/21 - 82,500 - - - - 90,750 Total $ 2,736,946 $ 4,795,578 $ (2,209,002 ) $ 356,147 $ 1,852,855 $ (4,931,412 ) $ 1,916,195 [1] See Note 10 - Convertible Notes Payable - Extinguishment of Senior Note and Issuance of New Note for additional details. [2] See Note 10 - Convertible Notes Payable - Bridge Notes for additional details. [3] See Note 10 - Convertible Notes Payable - Amended Bridge Notes for additional details. The following table details the convertible notes payable – related parties activities during the years ended December 31, 2021 and 2020: For the Year Ended December 31, 2021 Effective Date Maturity Date (as amended, if applicable) 01/01/21 Principal Balance Debt Issued Unpaid Interest Capitalized to Principal Settlement Debt Conversions to Common Stock 12/31/21 Principal Balance 180 LP Convertible Note 09/24/13 09/25/15 160,000 - - - (160,000 ) - 180 LP Convertible Note 06/16/14 06/16/17 10,000 - - (10,000 ) - - 180 LP Convertible Note 07/08/14 07/08/17 100,000 - - - (100,000 ) - Total $ 270,000 $ - $ - $ (10,000 ) $ (260,000 ) $ - For the year ended December 31, 2020 Effective Date Maturity Date (as amended, if applicable) 01/01/20 Principal Balance Debt Issued Unpaid Interest Capitalized to Principal Amendment to Senior Notes Conversions to Common Stock 12/31/20 Principal Balance Amended Senior Notes (1) 07/25/19 08/28/21 $ 184,604 $ - $ 34,760 $ 51,396 (270,760 ) $ - 180 LP Convertible Note 09/24/13 09/25/15 160,000 - - - - 160,000 180 LP Convertible Note 06/16/14 06/16/17 10,000 - - - - 10,000 180 LP Convertible Note 07/08/14 07/08/17 100,000 - - - - 100,000 Total $ 454,604 $ - $ 34,760 $ 51,396 $ (270,760 ) $ 270,000 Dominion, Kingsbrook and Alpha Convertible Promissory Note Upon closing of the Business Combination, the Dominion (defined below), Kingsbrook and Alpha (defined below) Convertible Promissory Notes were assumed. Dominion Convertible Promissory Notes Dominion Principal Debt Discount Net Balance at January 1, 2020 $ - $ - $ - Assumption of Note 1,805,556 - 1,805,556 Debt discount at assumption - (722,966 ) (722,966 ) Amortization of debt discount - 134,134 134,134 Impact of extinguishment - 588,832 588,832 Impact of conversion (972,222 ) - (972,222 ) Balance at December 31, 2020 $ 833,334 $ - $ 833,334 Impact of conversion (833,334 ) - (833,334 ) Balance at December 31, 2021 $ - $ - $ - On June 12, 2020 (the “Dominion Issue Date”), KBL entered into a $1,666,667 10% Secured Convertible Promissory Note and $138,889 10% Senior Secured Convertible Extension Promissory Note (together the “Dominion Convertible Promissory Notes”) with Dominion Capital LLC (“Dominion”), which was issued to Dominion in conjunction with 400,000 shares of common stock (the “Dominion Commitment Shares”). In conjunction with the transaction, KBL entered into a series of Leak Out Agreements in which certain parities agreed that they would not sell, dispose or otherwise transfer, in aggregate more than 5% of the composite daily trading volume of the common stock of KBL. Pursuant to the Leak-Out Agreement between the KBL and Caravel CAD Fund Ltd., KBL issued 404,245 restricted shares of common stock (“Leak-Out Shares”). The Dominion Convertible Promissory Notes had a debt discount due to original issue discount, third-party fees directly attributed to the issuance, leak-out shares, a derivative liability, a beneficial conversion feature and warrants. The debt discount assumed at the Business Combination for this note was $722,996, which has been amortized to interest expense over the term of the debt. See Note 9 – Derivative Liabilities for more information on the derivative liabilities related to this note. The Company has agreed to pay the principal amount, together with interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%) (including 10% guaranteed interest), with principal and accrued interest on the Dominion Convertible Promissory Notes due and payable on February 11, 2021 (the “Dominion Maturity Date”), unless converted under terms and provisions as set forth within the Dominion Convertible Promissory Notes. The Dominion Convertible Promissory Notes provided Dominion with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $5.28 per share. The Dominion Convertible Promissory Notes required the Company to reserve at least 868,056 and 114,584 shares of common stock from its authorized and unissued common stock to provide for all issuances of common stock under the 10% Secured Convertible Promissory Note and 10% Senior Secured Convertible Extension Promissory Note, respectively. However, the Dominion Convertible Promissory Notes provided that the aggregate number of shares of common stock issued to the Dominion under the Dominion Convertible Promissory Notes shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company obtains stockholder approval of the issuance (the “the Beneficial Ownership Limitation”). Dominion, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Dominion Convertible Promissory Notes held by Dominion. During the year ended December 31, 2021, the Company recorded interest expense of $31,080 as of December 31, 2021 associated with the Dominion Convertible Promissory Notes. During the year ended December 31, 2020, the Company recorded interest expense and amortization of debt discount of $77,067 and $134,164, respectively, and accrued interest of $52,254 as of December 31, 2020 associated with the Dominion Convertible Promissory Notes. See Convertible Debt Conversions of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes further on in this note for the details related to the 2020 and 2021 conversions of the notes. Kingsbrook Convertible Promissory Note Kingsbrook Principal Debt Discount Net Balance at January 1, 2020 $ - $ - $ - Assumption of Note 1,796,411 - 1,796,411 Debt discount at assumption - (685,615 ) (685,615 ) Amortization of debt discount - 127,227 127,227 Impact of extinguishment - 558,388 558,388 Impact of conversion (1,695,411 ) - (1,695,411 ) Balance at December 31, 2020 $ 101,000 $ - $ 101,000 Impact of conversion (101,000 ) - (101,000 ) Balance at December 31, 2021 $ - $ - $ - On June 12, 2020 (the “Kingsbrook Issue Date”), KBL entered into a $1,657,522 10% Secured Convertible Promissory Note and $138,889 10% Senior Secured Convertible Extension Promissory Note (together with “Kingsbrook Convertible Promissory Notes”) with Kingsbrook Opportunities Master Fund LP (“Kingsbrook”), which was issued to Kingsbrook in conjunction with 250,000 shares of common stock (the “Kingsbrook Commitment Shares”). The Kingsbrook Convertible Promissory Notes had a debt discount due to original issue discount, third-party fees directly attributed to the issuance, a derivative liability, a beneficial conversion feature and warrants. The debt discount assumed at the Business Combination for this note was $685,615, which has been amortized to interest expense over the term of the debt. See Note 9 – Derivative Liabilities for more information on the derivative liabilities related to this note. The Company has agreed to pay the principal amount, together with guaranteed interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%), with principal and accrued interest on the Kingsbrook Convertible Promissory Notes due and payable on February 11, 2021 (the “Maturity Date”), unless converted under terms and provisions as set forth within the Kingsbrook Convertible Promissory Notes. The Kingsbrook Convertible Promissory Notes provide Kingsbrook with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $5.28 per share. The Kingsbrook Convertible Promissory Notes require the Company to reserve at least 1,823,275 and 114,584 shares of common stock from its authorized and unissued common stock to provide for all issuances of common stock under the 10% Secured Convertible Promissory Note and 10% Senior Secured Convertible Extension Promissory Note, respectively. However, the Kingsbrook Convertible Promissory Notes provide that the aggregate number of shares of common stock issued to Kingsbrook under the Kingsbrook Convertible Promissory Notes shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the “the Beneficial Ownership Limitation”). Kingsbrook, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Kingsbrook Convertible Promissory Notes held by Kingsbrook. During the year ended December 31, 2021, the Company recorded interest expense of $10,010 as of December 31, 2021 associated with the Kingsbrook Convertible Promissory Notes. During the year ended December 31, 2020, the Company recorded interest expense and amortization of debt discount of $61,315 and $127,228, respectively, and accrued interest of $0 as of December 31, 2020 associated with the Kingsbrook Convertible Promissory Notes. See Convertible Debt Conversions of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes further on in this note for the details related to the 2020 and 2021 conversions of the notes. Alpha Convertible Promissory Note Alpha Principal Debt Discount Net Balance at January 1, 2020 $ - $ - $ - Assumption of Note 1,111,111 - 1,111,111 Debt discount at assumption - (800,421 ) (800,421 ) Amortization of debt discount - 94,786 94,786 Impact of extinguishment - 705,635 705,635 Impact of conversion (495,000 ) - (495,000 ) Balance at December 31, 2020 $ 616,111 $ - $ 616,111 Impact of extinguishment (316,111 ) - (316,111 ) Impact of conversion (300,000 ) - (300,000 ) Balance at December 31, 2021 $ - $ - $ - On September 8, 2020 (the “Alpha Issue Date”), KBL entered into a $1,111,111 10% Secured Convertible Promissory Note (the “Alpha Convertible Promissory Note”) with Alpha Capital Anstalt (“Alpha”), which was issued to the Holder in conjunction with 100,000 shares of common stock (the “Alpha Capital Anstalt Commitment Shares”). The Alpha Convertible Promissory Notes had a debt discount due to original issue discount, third-party fees directly attributed to the issuance, a derivative liability, a beneficial conversion feature and warrants. The debt discount assumed at the Business Combination for this note was $800,421, which has been amortized to interest expense over the term of the debt. See Note 9 – Derivative Liabilities for more information on the derivative liabilities related to this note. The Company has promised to pay the principal amount, together with guaranteed interest at the annual rate of 10% (unless the Company defaults, which increases the interest rate to 15%), with principal and accrued interest on the Alpha Convertible Promissory Note due and payable on April 7, 2021 (the “Maturity Date”), unless converted under terms and provisions as set forth within the Alpha Capital Anstalt Convertible Note. The Alpha Convertible Promissory Note provides Alpha with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price of $5.28 per share. The Alpha Convertible Promissory Note provides that the aggregate number of shares of common stock issued to Alpha under the Alpha Convertible Promissory Note shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company has obtained stockholder approval of the issuance (the “the Beneficial Ownership Limitation”). Alpha, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Alpha Convertible Promissory Note held by Alpha. During the year ended December 31, 2021, the Company recorded interest expense of $58,510 as of December 31, 2021 associated with the Alpha Convertible Promissory Notes. During the year ended December 31, 2020, the Company recorded interest expense and amortization of debt discount of $28,962 and $94,787, respectively, and accrued interest of $47,504 as of December 31, 2020 associated with the Alpha Convertible Promissory Notes. See Convertible Debt Conversions of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes further on in this note for the details related to the 2020 and 2021 conversions of the notes. 2020 Extinguishment of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes On November 25, 2020, the Company entered into an amended agreement with Dominion, and Alpha to amend the secured convertible promissory notes in the original aggregate principal amount of $4,713,078 (after giving effect to a 10% original issue discount) that the Company issued pursuant to a purchase agreement (the “Notes”) so that the fixed conversion price of the Notes, during the 90 day period following November 6, 2020, shall be equal to the lower of: (A) ninety-six percent (96%) of the lowest volume weighted average price of the common stock of the Company on the NASDAQ Capital Market during the five trading day period ending on the trading day immediately prior to the applicable conversion date and (B) $5.28; provided, that in no event shall the fixed conversion price be lower than $2.00 (in each case, as appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the number of shares of common stock prior to such date). No other changes were made to the Notes as a result of the amendment agreement. The change of the conversion price of the Notes, triggered the most-favored-nation clause and changed the conversion price of the Series A Convertible Preferred Stock to be the same price as the Notes. The Company determined that while the cash flows of the Secured Convertible Notes did not change upon the amendment (maturity and interest rate remained the same), the increase of the fair value of the conversion feature exceeded 10% of the carrying value of the Secured Convertible Notes prior to the amendment, and accordingly, the amendment should be accounted for as an extinguishment. In recording the extinguishment, the Company compared the reacquisition price of the post-amended Secured Convertible Notes in the aggregate amount of $5,932,778 to the net carrying value of the derivative liability and pre-amended Secured Convertible Notes in the aggregate amount of $2,880,524. As a result, the Company recorded a loss on extinguishment in the aggregate amount of $3,052,254. 2020 Convertible Debt Conversions of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes The holders of the Secured Convertible Promissory Notes elected to convert principal and interest into shares of the Company’s common stock during 2020 as follows: Loss on Fair Value Extinguishment Principal Derivative Total Common of of Balance Interest Liabilities Amount Shares Shares Convertible Converted Converted Converted Converted Issued Issued Notes Dominion Convertible Promissory Note $ 972,222 $ 97,222 $ 201,216 $ 1,270,660 464,287 $ 1,275,525 $ 4,865 Kingsbrook Convertible Promissory Note 1,695,411 169,541 378,335 $ 2,243,287 816,769 2,198,155 (45,132 ) Alpha Capital Convertible Promissory Note 495,000 12,528 123,485 $ 631,013 238,572 691,304 60,291 Total $ 3,162,633 $ 279,291 $ 703,036 $ 4,144,960 1,519,628 $ 4,164,984 $ 20,024 After the closing of the Business Combination, from November 27, 2020 to December 31, 2020, the holders of the Company’s convertible promissory notes converted an aggregate of $3,441,924, which includes accrued interest of $279,291, which is owed under such convertible notes into an aggregate of 1,519,628 shares of our common stock, pursuant to the terms of such notes, as amended, at conversion prices of between $2.00 and $2.31 per share. Default of Certain Convertible Promissory Notes On December 31, 2020, the Company filed a Current Report on Form 8-K with the SEC which disclosed, among other things, that the condensed consolidated financial statements of the Company, which were prepared based on the information and representations received from the former KBL management, for the interim period ended September 30, 2020, should no longer be relied upon due to errors in the condensed consolidated financial statements and should be restated. As a result, the Company recognized a derivative liability related to an arguable default of the Secured Convertible Notes, which was valued using a Monte Carlo Simulation. 2021 Convertible Debt Conversion/Extinguishment of the Dominion, Kingsbrook and Alpha Convertible Promissory Notes The holders of the Secured Convertible Promissory Notes elected to convert principal and interest into shares of the Company’s common stock during 2021 as follows: Loss on Fair Value Extinguishment Principal Derivative Total Common of of Balance Interest Liabilities Amount Shares Shares Convertible Converted Converted Converted Converted Issued Issued Notes Dominion Convertible Promissory Note $ 833,333 $ 83,333 $ 133,033 $ 1,049,700 338,393 $ 1,255,037 $ (205,337 ) Kingsbrook Convertible Promissory Note 101,000 10,100 136,800 247,900 33,770 174,253 73,647 Alpha Capital Convertible Promissory Note 300,000 12,417 321,370 633,787 94,960 511,834 121,953 Total $ 1,234,333 $ 105,850 $ 591,203 $ 1,931,387 467,123 $ 1,941,124 $ (9,737 ) During the third quarter of 2021, certain noteholders elected to convert certain convertible notes payable with an aggregate principal balance of $1,234,333 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 $1,941,124. 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 Senior Notes On July 25, 2019, the Company issued Senior Secured Notes (the “Senior Notes”) totaling $1,200,000 of which an aggregate of $175,000 was issued to the former Chief Executive Officer and a director of the Company. The Senior Notes bear interest at a rate of 15% per annum and matured on November 15, 2019. Any accrued and unpaid interest portion is capitalized to principal on a monthly basis. Pursuant to the terms of the Senior Notes, the maturity date may be extended an additional 30 days at the option of the Company if the Securities and Exchange Commission’s review of the documents filed in connection with the Business Combination has taken more than 30 days. In the event of an event of default: a) the Company is required to notify the holders of these notes (the “Holders”) within one business day of any such occurrence; b) the interest rate increases to 18% per annum; and c) the Holder may require the Company to redeem any or all of the outstanding principal and interest together with a 25% premium. The Senior Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries and are secured by: a) the Company’s equity interests in its subsidiaries; b) guarantees issued by those subsidiaries; and c) assets of those subsidiaries. The Senior Notes, plus accrued and unpaid interest, and any outstanding late charges, automatically convert into common shares immediately prior to the occurrence of the Business Combination at the conversion price of $4.23 per share. If the Company issues any shares of its common stock or securities that are effectively common stock equivalents prior to the Business Combination at a price of less than $4.23 per share, then the conversion price per share will be adjusted so that the Holders receive the same conversion price. The above represents a contingent beneficial conversion feature that will be accounted for when the contingency is resolved. On January 13, 2020, the Company and holders of a series of Senior Secured Notes (the “Senior Notes”) agreed to exchange the Senior Notes for new Senior Secured Notes (the “Amended Senior Notes”) with amended terms (the “Senior Note Amendments”). Pursuant to the Amended Senior Notes, the note holders waived all events of default associated with the Senior Notes and the aggregate principal amount and accrued interest of $1,282,205 and $6,411, respectively, was converted to principal in the aggregate amount of $1,846,052 (consisting of $1,282,205 of the outstanding principal of the Senior Notes, $6,411 of accrued interest reclassified to principal, $200,000 of restructuring fees and $357,436 of redemption premiums), of which $186,988 and $935, of aggregate principal and accrued interest, respectively, owed to the former Chief Executive Officer and a director of the Company, was converted to principal in the aggregate amount of $239,320 (consisting of $186,988 of the outstanding principal of the Senior Notes, $935 of accrued interest reclassified to principal and $51,396 of redemption premiums). See above in Note 11 – Convertible Notes Payable for a table displaying the impact of the increase in the principal under the column titled Amendment to Senior Note and Bridge Notes. The Company accounted for the amendment to the Senior Notes as note extinguishments, since the present value of future cash flows under the Amended Senior Notes was substantially different than the future cash flows under the Senior Notes. Accordingly, the Company recognized a loss on extinguishment of $886,736, consisting of the issuance of the Amended Senior Note in the aggregate principal amount of $1,846,052, partially offset by the derecognition of the aggregate carrying amount of the extinguished Senior Notes of $1,288,616, plus the immediately recognized beneficial conversion feature of $329,300 arising from the modified conversion terms of the Amended Senior Notes. The Amended Senior Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries and are secured by: a) the Company’s equity interests in its subsidiaries; b) guarantees issued by those subsidiaries; and c) assets of those subsidiaries. The Amended Senior Notes were convertible into common stock of the Company at any time following issuance until maturity and automatically convert into common stock of the Company immediately prior to the occurrence of the Business Combination, in either event, at a conversion price of $4.23 per share. If the Company issues any shares of its common stock, or securities that are effectively common stock equivalents, prior to the Business Combination at a price of less than $4.23 per share, then the conversion price per share would be adjusted to the price at which those common shares (or equivalents) were issued. The Amended Senior Notes bear interest at a rate of 15% per annum and matured in February 2020. On June 12, 2020, the Company entered into an additional amendment with each noteholder to extend the maturity dates from February 2020 to August 2021. Unpaid interest is reclassified to the principal on a monthly basis. In the event of default: a) the Company is required to notify the holders of these notes within one business day of any such occurrence; b) the interest rate increases to 18% per annum; and c) the holder may require the Company to redeem any or all of the outstanding principal and interest together with a 25% premium. Additional Amendment to an Amended Senior Note On June 12, 2020, the Company, KBL, and the holder of an Amended Senior Note in the aggregate principal amount of $1,661,136 agreed that (i) such Amended Senior Note will automatically convert into 404,265 shares of the Company’s common stock upon the Business Combination, and (ii) the holder of such Amended Senior Note and its affiliates shall not sell or dispose more than 5% of the daily trading volume of such shares of common stock as reported by Bloomberg, LP. Extinguishment of Senior Note and Issuance of New Note On June 12, 2020, the Company, KBL, certain investors (the “Purchasers”) and the holder (the “Initial Purchaser”) of an Amended Senior Note in the aggregate principal and interest amount of $1,528,360 (consisting of principal of $1,510,113 and accrued interest payable of $18,247) entered into a Securities Purchase Agreement pursuant to which (i) the Amended Senior Note was extinguished, and (ii) KBL sold to the Purchasers a secured promissory note which is secured by the intellectual property of the Company. Such transaction closed on June 29, 2020. See above in Note 11 – Convertible Notes Payable for a table displaying the impact of extinguishing the aforementioned $1,510,113 of principal under the column titled Amendment to Senior Note and Bridge Notes. Concurrent with the transaction, on June 12, 2020, the Company, KBL, the Purchasers and Kingsbrook entered into a guaranty agreement pursuant to which the Company is a guarantor to the notes issued by KBL to the Purchasers and Kingsbrook. As of September 30, 2020, the Company determined that contingent payments under the guaranty agreement were not probable. Additionally, in connection with the Securities Purchase Agreement, the Company issued the Initial Purchaser a non-convertible loan payable in the principal amount of $150,000 which bears interest at a rate of 15% per annum, payable at maturity. The note matures on August 31, 2021 (see Note 10 - Loans Payable). On March 3, 2021, the Company repaid this loan in cash for an aggregate $162,452, which included the principal of $150,000 and accrued interest of $12,452. Conversion of Senior Notes at Close of Business Combination On November 6, 2020, upon the consummation of the Business Combination, the Company issued 482,894 shares of common stock, par value $0.0001, to the holders of the Senior Notes, as a result of the automatic conversion of promissory notes in the principal amount of about $2,039,539 and accrued interest of $77,779, or an aggregate of $2,117,318, as per the closing of the Merger pursuant to the Business Combination Agreement, dated as of July 25, 2019, by and among the Company, KBL Merger Sub, Inc., 180 Life Corp., Katexco Pharmaceuticals Corp., CannBioRex Pharmaceuticals Corp., 180 Therapeutics L.P. and Lawrence Pemble in his capacity as stockholder representative. Bridge Notes On January 3, 2020 and December 27, 2019, the Company issued convertible bridge notes in the aggregate amount of $82,500 and $250,000 under the same terms. The total outstanding principal amount of convertible bridge notes of $332,500 (the “Bridge Notes”) and the respective accrued interest will automatically convert into a portion of the 17.5 million shares of KBL common stock to be received upon the consummation of the Business Combination Agreement at a conversion price equal to the lesser of $6.00 per KBL share or 60% of the implied valuation at such time, as defined. The Bridge Notes accrue interest at 15% per annum. The contingently adjustable, non-bifurcated beneficial conversion feature associated with the convertible note will be accounted for at the time the contingency is resolved. The Bridge Notes matured on June 30, 2020. The Company may elect to prepay the Bridge Notes at any time without penalty, however, the holder may elect to receive shares of common stock of the Company in lieu of prepayment at the holder’s discretion. The Company analyzed the embedded conversion option of the convertible note at issuance and determined the embedded conversion option contains a contingent beneficial conversion feature that will be accounted for when the contingency is resolved. See below for further details regarding the amendment of the Bridge Notes and the conversion terms. Amended Bridge Notes On July 7, 2020, effective June 29, 2020, the Company entered into an amendment agreement with each Bridge Noteholder (the “Amended Bridge Notes”). Pursuant to the terms of the Amended Bridge Notes, the principal under each Amended Bridge Note is increased by 10% and the Amended Bridge Notes mature upon the earlier of (i) the date that the Registration Statement, which refers to the Form S-4 Registration Statement filed with the Commission by KBL, relating to the Business Combination, including the exchange of shares of common stock of the Company for shares of common stock of KBL, which is declared effective by the SEC; (ii) such date in which all amounts due and owing under the Amended Bridge Notes become due and payable pursuant to the terms of the agreement; and August 28, 2021 (“Maturity Date”). See above in Note 11 – Convertible Notes Payable for a table displaying the impact of the increase in the 10% of principal under the column titled Amendment to Senior Note and Bridge Notes. The Amended Bridge Notes can be converted at the following options: ● at any time prior to the Maturity Date, at the option of the holder, the remaining outstanding principal amount of the Amended Bridge Notes, and any accrued but unpaid interest, may be converted into shares of common stock; or ● automatically at the Maturity Date, the remaining outstanding principal amounts of these Amended Bridge Notes and any accrued but unpaid interest, will automatically convert (“Automatic Conversion”). Depending on the timing of the conversion, the holder will receive either: ● shares of common stock of the Company, if the Business Combination has not occurred prior to such Maturity Date; or ● shares of KBL if the Business Combination has occurred prior to such Maturity Date. In either case above, the number of conversion shares equal to (A) the outstanding princi |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 - 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, 2021. See Potential Legal Matters – Action Against Former Executives of KBL and Cantor Fitzgerald & Co. Breach of Contract below for information related to a December 31, 2021 accrual. Potential Legal Matters Action Against Former Executive of KBL On September 1, 2021, the Company initiated legal action in the Chancery Court of Delaware against Dr. Marlene Krauss ("Dr. Krauss") and two of her affiliated companies, KBL IV Sponsor, LLC and KBL Healthcare Management, Inc. (collectively, the “KBL Affiliates”) for, among other things, non-disclosure of financial liabilities 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 discrepancies in the financial statements of KBL, unauthorized monetary transfers by Dr. Krauss, 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 December 31, 2021, the Company recorded a legal accrual of $250,000 to cover the legal expenses of the former executives of KBL. On October 5, 2021, Dr. Krauss and the KBL Affiliates filed an Answer, Counterclaims and Third-Party Complaint (the “Krauss Counterclaims”) against the Company and twelve individuals who are, or were, directors and/or officers of the Company, i.e., Marc Feldmann, Lawrence Steinman, James N. Woody, Teresa DeLuca, Frank Knuettel II, Pamela Marrone, Lawrence Gold, Donald A. McGovern, Jr., Russell T. Ray, Richard W. Barker, Shoshana Shendelman and Ozan Pamir (collectively, the “Third-Party Defendants”). On October 27, 2021, the Company and Ozan Pamir filed an Answer to the Krauss Counterclaims, and all of the other Third-Party Defendants filed a Motion to Dismiss as to the Third-Party Complaint. On January 28, 2022, in lieu of filing an opposition to the Motion to Dismiss, Dr. Krauss and her affiliate companies filed a Motion for leave to file amended counterclaims and third-party complaint, and to dismiss six of the current and former directors previously named, i.e., to dismiss Teresa DeLuca, Frank Knuettel II, Pamela Marrone, Russell T. Ray, Richard W. Barker and Shoshana Shendelman. The Motion was granted by stipulation and, on February 24, 2022, Dr. Krauss filed an amended Answer, Counterclaims and Third-Party Complaint (the “Amended Counterclaims”). In essence, the Amended Counterclaims allege (a) that the Company and the remaining Third-Party Defendants breached fiduciary duties to Dr. Krauss by making alleged misstatements against Dr. Krauss in SEC filings and failing to register her shares in the Company so that they could be traded, and (b) the Company breached contracts between the Company and Dr. Krauss for registration of such shares, and also failed to pay to Dr. Krauss the amounts alleged to be owing under a promissory note in the principal amount of $371,178, plus an additional $300,000 under Dr. Krauss’ resignation agreement. The Amended Counterclaims seek unspecified amounts of monetary damages, declaratory relief, equitable and injunctive relief, and attorney’s fees and costs. On March 16, 2022, Donald A. McGovern, Jr. and Lawrence Gold filed a Motion to Dismiss the Amended Counterclaims against them, and the Company and the remaining Third-Party Defendants filed an Answer to the Amended Counterclaims denying the same. The Company and the Third-Party Defendants intend to continue to vigorously defend against all of the Amended Counterclaims, however, there can be no assurance that they will be successful in the legal defense of such Amended Counterclaims. Action Against the Company by Dr. Krauss On August 19, 2021, Dr. Krauss initiated legal action in the Chancery Court of Delaware against the Company. The original Complaint sought expedited relief and made the following two claims: (1) it alleged that the Company is obligated to advance expenses including, attorney's fees, to Dr. Krauss for the costs of defending against the SEC and certain Subpoenas served by the SEC on Dr. Krauss; and (2) it alleged that the Company is also required to reimburse Dr. Krauss for the costs of bringing this lawsuit against the Company. On or about September 3, 2021, Dr. Krauss filed an Amended and Supplemental Complaint (the “Amended Complaint”) in this action, which added the further claims that Dr. Krauss is also allegedly entitled to advancement by the Company of her expenses, including attorney’s fees, for the costs of defending against the Third-Party Complaint in the Tyche action referenced below, and the costs of defending against the Company’s own Complaint against Dr. Krauss as described above. On or about September 23, 2021, the Company filed its Answer to the Amended Complaint in which the Company denied each of Dr. Krauss’ claims and further raised numerous affirmative defenses with respect thereto. On November 15, 2021, Dr. Krauss filed a Motion for Summary Adjudication as to certain of the issues in the case, which was opposed by the Company. A hearing on such Motion was held on December 7, 2021, and, on March 7, 2022, the Court issued a decision in the matter denying the Motion for Summary Adjudication in part and granting it in part. The Court then issued an Order implementing such a decision on March 29, 2022. The parties will now engage in proceedings set forth in that implementing Order. No monetary amounts have yet been determined as to any sums that the Company may be required to pay to Dr. Krauss in this regard. Action Against Tyche Capital LLC This is a litigation case which the Company commenced and filed against defendant Tyche Capital LLC (“Tyche”) in the Supreme Court of New York, in the County of New York, on April 15, 2021. In its Complaint, the Company alleged claims against Tyche arising out of Tyche’s breach of its written contractual obligations to the Company as set forth in a “Guarantee And Commitment Agreement” dated July 25, 2019, and a “Term Sheet For KBL Business Combination With CannBioRex” dated April 10, 2019 (collectively, the “Subject Guarantee”). The Company alleges in its Complaint that, notwithstanding demand having been made on Tyche to perform its obligations under the Subject Guarantee, Tyche has failed and refused to do so, and is currently in debt to the Company for such failure in the $6,776,686, together with interest accruing thereon at the rate set forth in the Subject Guarantee. On or about May 17, 2021, Tyche responded to the Company's Complaint by filing an Answer and Counterclaims against the Company alleging that it was the Company, rather than Tyche, that had breached the Subject Guarantee. Tyche also filed a Third-Party Complaint against six third-party defendants, including three members of the Company's management, Sir Marc Feldman, Dr. James Woody, and Ozan Pamir (collectively, the “Individual Company Defendants”), claiming that they allegedly breached fiduciary duties to Tyche with regards to the Subject Guarantee. In that regard, on June 25, 2021, each of the Individual Company Defendants filed a Motion to Dismiss Tyche’s Third-Party Complaint against them. On November 23, 2021, the Court granted the Company’s request to issue an Order of attachment against all of Tyche’s shares of the Company’s stock that had been held in escrow. In so doing, the Court found that the Company had demonstrated a likelihood of success on the merits of the case based on the fact alleged in the Company’s Complaint. On February 18, 2022, Tyche filed an Amended Answer, Counterclaims and Third-Party Complaint. On March 22, 2022, the Company and each of the Individual Company Defendants filed a Motion to Dismiss all of Tyche's claims. The Company and the Individual Company Defendants intend to continue to 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 in the Supreme Court of New York, County of New York on April 22, 2021, alleging causes of action against the Company arising out of a written Fee Agreement dated February 27, 2018. The Complaint alleged that, pursuant to the Fee Agreement and services performed by Cantor thereunder, the Company became indebted to Cantor in the amount of $1,500,000. The Complaint further alleged that Cantor and the Company subsequently entered into a written Settlement And Release Agreement whereby Cantor agreed to release its monetary claims against the Company in exchange for issuance to Cantor of 150,000 shares of common stock of the Company. The Complaint acknowledged Cantor’s receipt of such common stock from the Company, but alleged that the Company failed to timely file a Registration Statement with the Securities and Exchange Commission, thereby damaging Cantor’s rights relative to the issued shares of common stock. The Complaint asked to declare the Settlement And Release Agreement null and void, and to cause the Company to pay to Cantor the sum of $1,500,000. The Company never appeared in the case nor responded to the Complaint because the Company and Cantor entered into a Mutual Settlement and General Release Agreement effective as of October 12, 2021 (the “Cantor Settlement”). The Company performed all of its obligations under the Cantor Settlement by paying the sum of $200,000, and the Cantor Settlement resolved and released all issues by and between the Company and Cantor. As a result thereof, Cantor dismissed the entirety of the case with prejudice on October 21, 2021. Action Against Ronald Bauer & Samantha Bauer The Company and two of its wholly-owned subsidiaries, Katexco Pharmaceuticals Corp. and CannBioRex Pharmaceuticals Corp. (collectively, the “Company Plaintiffs”), initiated legal action against Ronald Bauer and Samantha Bauer, as well as two of their companies, Theseus Capital Ltd. and Astatine Capital Ltd. (collectively, the “Bauer Defendants”), in the Supreme Court of British Columbia on February 25, 2022, 2022. The Company Plaintiffs are seeking damages against the Bauer Defendants for misappropriated funds and stock shares, unauthorized stock sales, and improper travel expenses, in the combined sum of at least $4,395,000 CAD [$3,460,584 USD] plus the additional sum of $2,721,036 USD. The Company Plaintiffs are currently seeking to effect service of process on each of the Bauer Defendants. Service of process has been effected on the Bauer Defendants, however, their responses are not yet due. There can be no assurance that the Company Plaintiffs will be successful in this legal action. EarlyBird Settlement Agreement On October 17, 2018, KBL entered into an agreement with EarlyBird-Capital, Inc. (“EarlyBird”), whereby EarlyBird would introduce potential targets to the Company on a non-exclusive basis for the purpose of consummating a merger, capital stock exchange, asset acquisition, or other similar business combination. Upon the closing of a transaction, the Company will pay EarlyBird a finder’s fee, payable in cash, of 1% of the value of the transaction, minus any liabilities at closing in excess of $5,000,000. On April 23, 2021, the Company settled the amounts due pursuant to a certain finder agreement entered into with EarlyBird on October 17, 2017 (the “Finder Agreement”). The Company’s Board of Directors determined it was in the best interests to settle all claims which had been made or could be made with respect to the Finder Agreement and entered into a settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company paid EarlyBird a cash payment of $275,000 and issued 225,000 shares of the Company’s restricted common stock to EarlyBird valued at $1,973,250. Yissum Research and License Agreement On May 13, 2018, CBR Pharma entered into a worldwide research and license agreement with Yissum Research Development Company of the Hebrew University of Jerusalem, Ltd. (“Yissum Agreement”) allowing CBR Pharma to utilize certain patent (the “Licensed Patents”). The Licensed Patents shall expire, if not earlier terminated pursuant to the provisions of the Yissum Agreement, on a country-by-country, product-by-product basis, upon the later of: (i) the date of expiration in such country of the last to expire Licensed Patent included in the Licensed Technology; (ii) the date of expiration of any exclusivity on the product granted by a regulatory or government body in such country; or (iii) the end of a period of twenty (20) years from the date of the First Commercial Sale in such country. Should the periods referred to in items (i) or (ii) above expire in a particular country prior to the period referred to in item (iii), above, the license in that country or those countries shall be deemed a license to the Know-How during such post-expiration period. Royalties will be payable to Yissum if sales of any products which use, exploit or incorporate technology covered by the Licensed Patents (“Net Sales”) are US $500,000,000 or greater, calculated at 3% for the first annual $500,000,000 of Net Sales and at 5% of Net Sales thereafter. Pursuant to the Yissum Agreement, if Yissum achieves the following milestones, CBR Pharma will be obligated to make the following payments: i) $75,000 for successful point of care in animals; ii) $75,000 for submission of the first investigational new drug testing; iii) $100,000 for commencement of one phase I/II trial; iv) $150,000 for commencement of one phase III trial; v) $100,000 for each product market authorization/clearance (maximum of $500,000); and vi) $250,000 for every $250,000,000 in accumulated sales of the product until $1,000,000,000 in sales is achieved. In the event of an exit event (“Event”), which may be defined as either, a transaction or series of transactions under which the receipt of any consideration, monetary or otherwise by the Company or its shareholders is received in consideration for the sale of shares of the Company or shareholders, or an initial public offering (“IPO”) of the Company, but for greater certainty excludes a reorganization of the Company where the ultimate equity holders of the reorganized entity remain substantially the same as that of the Company, the Company will issue 5% of the issued and outstanding shares, on a fully diluted basis, to Yissum prior to the closing of an Event. These shares will be subject to: (a) as to half of such shares, a lock-up period ending 12 months from the Event date and as to the other half of such shares, a lock-up period ending 24 months from the Event date, and (b) in any event, any resale restrictions (including lock-ups and hold periods). See Note 13 – Stockholders’ Equity (Deficiency) for more information on the shares issued to Yissum as part of the business combination. CBR Pharma is also party to consulting agreements with Yissum, whereby Yissum has agreed to provide two of its employees as consultants to the Company for $100,000 per annum per person for a term of three years, commencing May 13, 2018. On January 1, 2020, CBR Pharma entered into a first amendment to the Yissum Agreement (“First Amendment”) with Yissum, allowing CBR Pharma to sponsor additional research performed by two Yissum professors. Pursuant to the terms of the First Amendment, the Company will pay Yissum $200,000 per year plus 35% additional for University overhead for the additional research performed by each professor over an 18-month period, starting May 1, 2019. As of December 31, 2021, the Company owes no outstanding balance in connection with the Yissum Agreement (as amended). As of December 31, 2020, the Company owed an outstanding balance of $418,098 in connection with the Yissum Agreement (as amended), of which $48,908 was reflected within accounts payable and $370,000 was included in accrued expenses on the accompanying consolidated balance sheet. During the years ended December 31, 2021 and 2020, the Company recognized research and development expenses of $443,151 and $442,453, respectively, related to this agreement. Additional Yissum Agreement On November 11, 2019 (the “Effective Date”), CBR Pharma entered into a new worldwide research and license agreement with Yissum (the “Additional Yissum Agreement”), allowing CBR Pharma to obtain a license and perform the research, development and commercialization of the licensed patents (the “Licensed Patents”) in the research of cannabinoid salts relating to arthritis and pain management. Within 60 days after the end of the first anniversary of the Effective Date, Yissum will present the Company with a detailed written report summarizing the results of their research. The Licensed Patents shall expire, if not earlier terminated pursuant to the provisions of the Additional Yissum Agreement, on a country-by-country, product-by- product basis, upon the later of: (i) the date of expiration in such country of the last to expire Licensed Patent included in the Licensed Technology; (ii) the date of expiration of any exclusivity on the product granted by a regulatory or government body in such country; or (iii) the end of a period of twenty (20) years from the date of the first commercial sale in such country. Should the periods referred to in items (i) or (ii) above expire in a particular country prior to the period referred to in item (iii), above, the license in that country or those countries shall be deemed a license to the know-how during such post-expiration period. Pursuant to the terms of the Additional Yissum Agreement, CBR Pharma paid Yissum a non-refundable license fee of $70,000 and will pay an aggregate of $398,250 of research, development and consulting fees over the term of the Additional Yissum Agreement, as well as an annual license maintenance fee of $25,000, beginning on the first anniversary of the Effective Date. The Company shall pay Yissum the following amounts in connection with the achievement of the following milestones: ● Submission of the first Investigational New Drug application: $75,000 ● Dosing of first patient in phase II trial: $100,000 ● Dosing of first patient in phase Ill trial: $150,000 ● Upon first market authorization/clearance: $150,000 ● Upon second market authorization/clearance: $75,000 ● For every $250,000,000.00 US in accumulated Net Sales of the Product until $1,000,000,000.00 US in sales: $250,000 Upon the commercialization of the license, the Company shall pay Yissum a royalty equal to 3% of the first aggregate $500,000,000 of annual net sales and 5% thereafter. As of December 31, 2021, the Company had no balances in accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement; as of December 31, 2020, the Company had $91,748 and $298,686 of accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement. During the years ended December 31, 2021 and 2020, the Company recorded the purchase of the patents of $0 and $72,995, respectively, as an intangible asset to be amortized on a straight-line basis over the remaining lives of the patents and $246,753 and $477,411, respectively, of research and development expenses. Evotec Agreement On June 7, 2018, Katexco entered into an agreement (the “Drug Discovery Services Agreement”) with Evotec International GmbH (“Evotec”), whereby the Company and Evotec have agreed to negotiate research programs to be conducted by Evotec for the Company. Pursuant to the Drug Discovery Services Agreement, Evotec has agreed to conduct specified research services (the “Project”). The Project is scheduled to be conducted over a 24-month period, over which the Company will fund a minimum of $4,937,500 and a maximum of $5,350,250, based on quarterly invoices. During the years ended December 31, 2021 and 2020, the Company expensed $0 and $31,979, respectively, of research and development expenses in connection with the Drug Discovery Services agreement, and recorded interest expense of $0 and $31,979, respectively, on unpaid balances owed related to the Drug Discovery Services Agreement, which is included in accounts payable on the accompanying consolidated balance sheets. As of December 31, 2021 and 2020, unpaid balances owed related to the Drug Discovery Services Agreement amounted to $0 and $1,342,299, respectively. Stanford License Agreement On May 8, 2018, Katexco entered into a six-month option agreement (the “Stanford Option”) with Stanford University (“Stanford”) under which Stanford granted the Company a six-month option to acquire an exclusive license for patents (the “Licensed Patents”) which are related to biological substances used to treat auto- immune diseases. In consideration for the Stanford Option, the Company paid Stanford $10,000 (the “Option Payment”), which was creditable against the first anniversary license maintenance fee payment. On July 25, 2018, Katexco exercised their six-month option and entered into an exclusive license agreement with equity (the “Stanford License Agreement”) with Stanford. Pursuant to the Stanford License Agreement, beginning upon the first anniversary of the effective date, and each anniversary thereafter, the Company will pay Stanford, in advance, a yearly license maintenance fee of $20,000, on each of the first and second anniversaries and $40,000 on each subsequent anniversary, which will be expensed on a straight-line basis annually. Furthermore, the Company will be obligated to make the following milestone payments: i) $100,000 upon initiation of Phase II trial, ii) $500,000 upon the first U.S. Food and Drug Administration approval of a product (the “Licensed Product”) resulting from the Licensed Patents; and iii) $250,000 upon each new Licensed Product thereafter. The Stanford License Agreement is cancellable by the Company with 30 days’ notice. Royalties, calculated at 2.5% of 95% of net product sales, will be payable to Stanford. Also, the Company will reimburse Stanford for patent expenses as per the agreement. The Company paid Stanford $20,000 for the annual license maintenance fee that was recorded to prepaid expenses and is being expensed on a straight-line basis over 12 months, which had a zero balance as of December 31, 2021. During the years ended December 31, 2021 and 2020, the Company recorded patent and license fees of $78,245 and $32,979, respectively, related to the Stanford License Agreement, which is included in general and administrative expenses on the accompanying statements of operations and comprehensive loss. Oxford University Agreements On March 22, 2019, 180 LP entered into a one-year research agreement (the “Research Agreement”) with Oxford pursuant to which 180 LP agreed to pay Oxford approximately $900,000 to perform certain research and to obtain the exclusive option to negotiate a license to commercially exploit any arising intellectual property as a result of Oxford’s research. During the year ended December 31, 2020, the Company recognized research and development expenses of $186,391. During the year ended December 31, 2019, the Company recognized research and development expenses of $396,950 related to the Research Agreement. Because 180 LP is an accounting acquiree in the Reorganization, the contract expense included in the accompanying consolidated statements of operations and comprehensive loss is only for the post-Reorganization period. On September 18, 2020, CBR Pharma entered into a 3 year research and development agreement (the “3 Year Oxford Agreement”) with Oxford to research and investigate the mechanisms underlying fibrosis in exchange for aggregate consideration of $1,085,738 (£795,468), of which $109,192 (£80,000) is to be paid 30 days after the project start date and the remaining amount is to be paid in four equal installments of $244,136 (£178,867) on the six month anniversary and each of the annual anniversaries of the project start date. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the year ended December 31, 2021 and 2020, the Company recognized $364,673 (£264,938) and $113,433 (£88,385), respectively, of research and development expenses in connection with the 3 Year Oxford Agreement. On September 21, 2020, CBR Pharma entered into a 2 year research and development agreement (the “2 Year Oxford Agreement”) with Oxford University for the clinical development of cannabinoid drugs for the treatment of inflammatory diseases in exchange for aggregate consideration of $625,124 (£458,000), of which $138,917 (£101,778) is to be paid 30 days after the project start date and the remaining amount is to be paid every 6 months after the project start date in 4 installments, whereby $138,917 (£101,778) is to be paid in the first 3 installments and $69,456 (£50,888) is to be paid as the final installment. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the years ended December 31, 2021 and 2020, the Company recognized $139,977 (£101,778) and $78,374 (£61,067) of research and development expenses, respectively, in connection with the 2 Year Oxford Agreement, which is reflected within accrued expenses on the accompanying consolidated balance sheet. As of December 31, 2021, the Company owed Oxford an aggregate of $0 for the 2-year agreement. As of December 31, 2020, the Company owed Oxford an aggregate of $704,960, including $693,515 of accounts payable and $11,445 of accrued expense. 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 year ended December 31, 2021, the Company recorded $210,215 (£152,848) of research and development expenses and has a prepaid balance of $80,852 (£58,788) related to the Fifth Oxford Agreement. 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. Kennedy License Agreement On September 27, 2019, 180 LP entered into a license agreement (the “Kennedy License Agreement”) with the Kennedy Trust for Rheumatology Research (“Kennedy”) exclusively in the U.S., Japan, United Kingdom and countries of the EU, for certain licensed patents (the “Kennedy Licensed Patents”), including the right to grant sublicenses, and the right to research, develop, sell or manufacture any pharmaceutical product (i) whose research, development, manufacture, use, importation or sale would infringe the Kennedy Licensed Patents absent the license granted under the Kennedy License Agreement or (ii) containing an antibody that is a fragment of or derived from an antibody whose research, development, manufacture, use, importation or sale would infringe the Kennedy Licensed Patents absent the license granted under the Kennedy License Agreement, for all human uses, including the diagnosis, prophylaxis and treatment of diseases and conditions. As consideration for the grant of the Kennedy Licensed Patents, 180 LP paid Kennedy an upfront fee of GBP £60,000, (USD $74,000) on November 22, 2019, which was recognized as an intangible asset for the purchase of the licensed patents and is being amortized over the remaining life of the patents. 180 LP will also pay Kennedy royalties equal to (i) 1% of the net sales for the first annual GBP £1 million (USD $1,283,400) of net sales, and (ii) 2% of the net sales after the net sales are at or in excess of GBP £1 million, as well as 25% of all sublicense revenue, provided that the amount of such percentage of sublicense revenue based on amounts which constitute royalties shall not be less than 1% on the first cumulative GBP £1 million of net sales of the products sold by such sublicenses or their affiliates, and 2% on that portion of the cumulative net sales of the products sold by such sublicenses or their affiliates in excess of GBP £1 million. The term of the royalties paid by the Company to Kennedy will expire on the later of (i) the last valid claim of a patent included in the Kennedy Licensed Patents which covers or claims the exploitation of a product in the applicable country; (ii) the expiration of regulatory exclusivity for the product in the country; or (iii) 10 years from the first commercial sale of the product in the country. The Kennedy License Agreement may be terminated without cause by providing a 90-day notice. Petcanna Sub-License Agreement On August 20, 2018, CBR Pharma entered into a sub-license agreement (the “Sub-License Agreement”) with its wholly owned subsidiary, Petcanna Pharma Corp. (“Petcanna”), of which the Company’s former Chief Financial Officer is a director. Petcanna is a private company with one common principal with the Company. Pursuant to the terms of the Sub-license Agreement, the Company has granted a sub-license on the Licensed Patents to pursue development and commercialization for the treatment of any and all veterinary conditions. In consideration, Petcanna will (a) issue 9,000,000 common shares of its share capital (the “Petcanna Shares”) 30 days after the effective date; and (b) pay royalties of 1% of net sales. The Company will be issued 85% and Yissum will be issued 15% of the 9,000,000 common shares of the Petcanna subsidiary. The Petcanna shares are deemed to be founders shares with no value. The Petcanna shares have not been issued as of December 31, 2021, due to administrative delays. 360 Life Sciences Corp. Agreement - Related Party (Acquisition of ReFormation Pharmaceuticals Corp.) On July 1, 2020, the Company entered into an amended agreement with ReFormation Pharmaceuticals, Corp. (“ReFormation”) and 360 Life Sciences Corp. (“360”), whereby 360 has entered into an agreement to acquire 100% ownership of ReFormation, on or before July 31, 2020 (“Closing Date”). The Company shares officers and directors with each of ReFormation and 360. Upon the Closing Date, 360 will make tranche payments in tranches to 180 LP in the aggregate amount of $300,000. The parties agree that the obligations will be paid by 360 to 180 LP by payments of $100,000 for every $1,000,000 raised through the financing activities of 360, up to a total of $300,000, however, not less than 10% of all net financing proceeds received by 360 shall be put towards the obligation to the Company until paid in full. This transaction closed on July 31, 2020. On February 26, 2019, 180 LP entered into a one-year agreement (the “Pharmaceutical Agreement”) with ReFormation, a related party that shares directors and officers of 180 LP, pursuant to which the ReFo |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 13 – STOCKHOLDERS’ EQUITY Preferred Stock Pursuant to the Company’s Second Amended and Restated Certificate of Incorporation filed on November 6, 2020, the Company has 5,000,000 preferred shares authorized at a par value of $0.0001 per share, of which 1,000,000 shares are designated as Series A Convertible Preferred Stock (“Series A Preferred”), 1 share is designated as the Class K Special Voting Share and 1 share is designated as the Class C Special Voting Share. The Class K Special Voting Share and the Class C Special Voting Share are together, the “Special Voting Shares”. As of December 31, 2020, there is no Series A Preferred issued or outstanding; there is one Class K Special Voting Share and one Class C special Voting Share issued and outstanding. Series A Preferred Stock The Series A Preferred is convertible into common stock at an initial conversion price of $5.28 per share, at the election of the holder, at any time following issuance, subject to certain anti-dilution adjustments. Upon a dilutive issuance (as defined) at a price per share lower than the existing conversion price, the conversion price will adjust to the lower of (a) the dilutive issuance price per share; or (b) the lowest volume-weighted-average-price during the five days preceding the dilutive issuance. Upon any conversion, a make-whole amount (as defined in the Certificate of Designation of the Series A Preferred) shall be due with respect to each share of Series A Preferred converted. At any time following the three-month anniversary of the Business Combination, the holder of the Series A Preferred had the right to force the Company to redeem all or any portion of the Series A Preferred then owned by the holder in cash. Series A Preferred stockholders were entitled to 10% dividends. Holders of the Series A Preferred had no voting rights. The Company assumed 1,000,000 shares of issued and outstanding Series A Preferred in connection with the Business Combination with a carrying value of $1,411,265, which was net of a $1,922,068 discount from its stated value of $3,333,333. The discount included an original issuance discount of $333,333, cash issuance costs of $318,333, warrant issuance costs of $103,402 (fair value of warrant issued to placement agent), and a bifurcated redemption feature that was valued at $1,167,000 at issuance (see Note 9 – Derivative Liabilities). No accretion of the Series A Preferred discount was required because redemption wasn’t deemed to be probable. On November 25, 2020, a dilutive issuance reduced the conversion price to the lower of (a) 96% of the lowest volume-weighted-average-price of the common stock during the five-day period preceding the conversion date; or (b) $5.28, both subject to a floor of $2.00 per share. The conversion price adjustment was treated as an extinguishment and reissuance of the outstanding Series A Preferred. On the extinguishment date, the bifurcated redemption feature was marked-to-market, increasing the value by $606,000 and recognizing a corresponding charge to change in fair value of derivative liabilities. The $1,411,265 carrying value of the preferred stock and the $1,773,000 fair value of the derivative liability were derecognized and we recognized the new $3,531,924 fair value of the preferred stock and the new $218,000 value of the bifurcated redemption feature. The difference of $565,659 was recognized as a deemed dividend. During the period from November 30, 2020 to December 18, 2020, the 1,000,000 shares of Series A Preferred of the Company with a total conversion value of $3,666,667 were converted into shares of the Company’s common stock at conversion prices of between $2.00 and $2.31 per share, pursuant to the terms of such preferred stock. The bifurcated redemption features were marked-to-market just prior to each conversion, resulting in an aggregate charge of $42,068 to change in fair value of derivative liabilities and the $260,068 fair value of the bifurcated redemption features were derecognized on the conversion dates. At conversion, the aggregate $3,531,924 carrying value of the preferred stock and the $260,068 fair value of the derivative liability were derecognized and we recognized the $4,349,035 fair value of the 1,614,144 shares of common stock issued. The difference of $557,043 was recorded as deemed dividend expense, including $333,333 associated with the make-whole premiums and $223,710 associated with the contingent beneficial conversion feature. Due to such conversions, the Company currently has no shares of Series A Preferred issued or outstanding. The aggregate deemed dividend presented on the income statement is comprised of the $333,333 make-whole dividend, the $223,710 beneficial conversion feature and a $565,659 extinguishment loss associated with the conversion price adjustment. Common Stock The Company is authorized to issue 100,000,000 shares of the Company’s common stock with a par value of $0.0001 per share. Holders of the Company’s shares of the Company’s common stock are entitled to one vote for each share. During the year ended December 31, 2020, the Company issued 12,324,300 shares of its common stock, of which 12,292 shares were issued for cash consideration of $72,500, 240,540 shares with a grant date value of $1,057,989 were issued as compensation, 1,519,628 shares of common stock were issued to the KBL shareholders upon the consummation of the Reverse Merger, 1,619,144 shares of common stock were issued upon the conversion of $4,349,035 of Series A Preferred Stock, 1,521,157 shares were issued upon the exchange of common stock equivalents associated with the Special Voting Shares, 482,894 shares were issued upon conversion of 180 debt and 6,928,645 shares were issued as a result of the reverse recapitalization. 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 9, Derivative Liabilities). Of the $968,930 of placement agent fees and offering expenses, $364,812 was allocated to the PIPE Shares and $604,118 was allocated to the PIPE Warrant. Because the PIPE Warrants are liability classified, the $604,118 allocated to the warrants was immediately expensed. 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 year ended December 31, 2021, which amount was paid, and as a result the Company is no longer in default. Bridge Note Conversions During the first quarter of 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 11 - Convertible Notes Payable). Convertible Note Conversions During the first quarter of 2021, certain noteholders elected to convert certain convertible notes payable with an aggregate principal balance of $1,234,333 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 11 - Convertible Notes Payable). EarlyBird Settlement On April 23, 2021, the Company settled the amounts due pursuant to a certain finder agreement entered into with EarlyBird Capital, Inc. (“EarlyBird”) on October 17, 2017 (the “Finder Agreement”). The Company’s Board of Directors determined it was in the best interests to settle all claims which had been made or could be made with respect to the Finder Agreement and entered into a settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company paid EarlyBird a cash payment of $275,000 and issued 225,000 shares of the Company’s restricted common stock with a grant date value of $1,973,250 to EarlyBird, 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 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. 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 10 - Loans Payable and Note 11 - Convertible Notes Payable for more information.) Alpha Capital Settlement During the third quarter of 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 11 - Convertible Notes Payable). Common Stock Issued for Services During the year ended December 31, 2021, the Company issued an aggregate of 317,553 shares of the Company’s common stock, respectively, as compensation to consultants, directors, and officers, with an aggregate issuance date fair value of $1,785,366, respectively, which was charged immediately to the consolidated statement of operations for the year ended December 31, 2021. 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 year ended December 31, 2021, 1,464,545 shares were issued upon the exchange of common stock equivalents associated with the Special Voting Shares. The following table summarizes the Special Voting Shares activity during the years ended December 31, 2021 and 2020: Balance, January 1, 2020 2,990,904 Shares issued - Shares exchanged (1,521,157 ) Balance, December 31, 2020 1,469,747 Shares issued - Shares exchanged (1,464,472 ) Balance, December 31, 2021 5,275 Stock Options A summary of the option activity during the years ended December 31, 2021 and 2020 is present below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2020 Granted 50,000 2.49 - - Exercised - - - - Expired - - - - Forfeited - - - - Outstanding, December 31, 2020 50,000 2.49 9.92 Granted 2,691,000 4.82 - - Exercised - - - - Expired - - - - Forfeited - - - - Outstanding, December 31, 2021 2,741,000 4.77 9.41 $ 70,500 Exercisable, December 31, 2021 927,632 4.39 9.30 $ 70,500 A summary of outstanding and exercisable stock options as of December 31, 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 8.9 50,000 $ 4.43 1,580,000 9.2 667,111 $ 7.56 436,000 9.6 45,417 $ 3.95 675,000 9.9 165,104 2,741,000 9.4 927,632 On December 3, 2020, the Company issued ten-year options for the purchase of an aggregate of 50,000 shares of its common stock to two members of the board of directors. The options are exercisable at $2.49 per share and vest in equal monthly installments over the twelve months following the grant date. The grant date value of $93,575 was estimated using the Black Scholes valuation method with the following assumptions used: Risk free interest rate 0.4 % Expected term (years) 5.27 Expected volatility 100 % Expected dividends 0 % On February 26, 2021, the Company issued ten 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 $2,180,375, and vest monthly over four years. On December 8, 2021, the Company granted ten-year options for the purchase of an aggregate of 675,000 shares of common stock at an exercise price of $3.95 per share to six officers of the Company, pursuant to the 2020 Omnibus Incentive Plan. The options had an aggregate grant date value of $2,077,953 and vest at various periods over four years. The assumptions used in the Black-Scholes valuation method were as follows: Risk free interest rate 0.75% - 1.36% Expected term (years) 5.61 - 6.01 Expected volatility 84% - 98.5% Expected dividends 0% The Company recognized stock-based compensation expense of $2,852,309 and $7,798 for the years ended December 31, 2021 and 2020, respectively, related to the amortization of stock options. The expense is included within general and administrative expenses or research and development expenses on the consolidated statements of operations. As of December 31, 2021, there was $6,302,356 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 3.04 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14 — INCOME TAXES The Company is subject to federal and state/provincial income taxes in the United States, Canada, and the United Kingdom and each legal entity files on a non- consolidated basis. The benefit of the pre-reorganization net operating losses of 180 LP were passed through to its owners. The losses before income taxes consist of the following domestic and international components: For the Years Ended December 31, 2021 2020 Domestic $ (15,078,170 ) $ (8,635,341 ) International (5,269,682 ) (2,269,144 ) $ (20,347,852 ) $ (10,904,485 ) The provision for income taxes consists of the following benefits (provisions): For the Years Ended December 31, 2021 2020 Deferred tax benefits: Domestic: Federal $ 1,503,577 $ 1,289,907 State 499,136 427,689 International 547,944 541,614 2,550,657 2,259,210 Change in valuation allowance (2,527,453 ) (2,238,783 ) Net income tax benefit $ 23,204 $ 20,427 Certain deferred tax liabilities are denominated in currencies other than the US dollar and are subject to foreign currency translation adjustments. The provision for income taxes differs from the United States Federal statutory rate as follows: For the Years Ended December 31, 2021 2020 US Federal statutory rate 21.0 % 21.0 % Difference between domestic and foreign federal rates (0.5 )% (0.6 )% State and provincial taxes, net of federal benefits 5.2 % 6.0 % Permanent differences: Stock-based compensation (5.8 )% (0.8 )% Change in the fair value of derivatives and accrued issuable equity (6.4 )% (4.6 )% Loss on extinguishment - (1.0 )% Other (0.8 )% 0.7 % Change in valuation allowance (12.4 )% (20.5 )% Effective income tax rate 0.3 % 0.2 % Deferred tax assets and liabilities consist of the following: As of 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 9,395,986 $ 6,352,809 Organizational costs deferred for tax purposes - 3,068,651 Accrued compensation not currently deductible 169,222 224,931 Accrued interest 146,636 - Other (1 ) 62,829 9,711,843 9,709,220 Deferred tax liabilities: Difference between book and tax basis related to: Technology license (375,671 ) (404,507 ) Acquired in-process research and development (3,267,854 ) (3,242,750 ) Other (639,726 ) (21,072 ) (4,283,251 ) (3,668,329 ) Deferred tax assets and liabilities 5,428,592 6,040,891 Valuation allowance (9,072,118 ) (9,709,220 ) Deferred tax assets and liabilities, net $ (3,643,526 ) $ (3,668,329 ) The change in the valuation reserve for deferred tax assets consists of the following: For the Years Ended December 31, 2021 2020 Beginning of period $ (9,709,220 ) $ (4,979,276 ) Allowance established in connection with the recording of deferred tax assets acquired resulting from the following transactions: - Business combination in 2020 described in Note 5 - (2,491,161 ) Change in valuation pursuant to the tax provision (2,527,453 ) (2,238,783 ) True-up to a prior year’s tax return 3,164,555 - End of period $ (9,072,118 ) $ (9,709,220 ) As of December 31, 2021, the Company had net operating loss (“NOL”) carryforwards that may be available to offset future taxable income in various jurisdictions as follows: ● Approximately $13,330,000 of domestic federal and $7,359,000 of state NOLs. The federal NOLs have no expiration date and the state NOLs will begin to expire in 2039; ● Approximately $ 8,589,000 ● Approximately $6,791,000 of United Kingdom federal NOLs. Those NOLs have no expiration date. The utilization of the domestic NOLs to offset future taxable income may be subject to annual limitations under Section 382 of the Internal Revenue Code and similar state statutes as a result of ownership changes. On November 6, 2020, we acquired net deferred tax assets of $2,491,161, against which there is a full valuation allowance. The Company has assessed the likelihood that deferred tax assets will be realized in accordance with the provisions of ASC 740 Income Taxes Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2021 and 2020. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. No tax audits were commenced or were in process during the years ended December 31, 2021 and 2020 nor were any tax related interest or penalties incurred during those periods. The Company’s tax returns filed in the United States, Canada, and the United Kingdom since inception remain subject to examination, with the exception of the tax returns filed for the 180 LP pass-through entity whose tax returns remain subject to examination beginning with the 2018 tax return. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 15 - 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 December 31, 2021. Accounts Payable - Related Parties Accounts payable - related parties was $0 as of December 31, 2021. 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 $18,370 as of December 31, 2021 and consists of interest accrued on loans and convertible notes due to certain officers and 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 $81,277 and $513,082 as of December 31, 2021 and 2020, respectively. See Note 10 - Loans Payable for more information. Convertible Notes Payable - Related Parties Convertible notes payable - related parties of $0 and $270,000 as of December 31, 2021 and 2020, respectively, represents the principal balance of convertible notes owed to certain officers and directors of the Company. See Note 11 - Convertible Notes Payable for more information. Research and Development Expenses - Related Parties Research and Development Expenses – Related Parties of $2,947,536 and $75,633 during the years ended December 31, 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 years ended December 31, 2021 and 2020, were $462,580 and $185,848, respectively. Of the expenses incurred during 2021, approximately $338,000 represents bad debt expense incurred in connection with a receivable from related parties, and approximately $124,000 represents professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. The expenses incurred during 2020 relate to professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. Other Income - Related Parties Other Income – Related Parties during the years ended December 31, 2021 and 2020, were $0 and $240,000, respectively. During 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. Interest Expense - Related Parties During the year ended December 31, 2021, the Company recorded $50,255 of interest expense – related parties, of which $11,380 related to the convertible notes with officers and directors of the Company and $38,875 related to interest expense on loans with officers, directors and a greater than 10% investor of the Company. During the year ended December 31, 2020, the Company recorded $84,550 of interest expense – related parties, of which $48,591 related to the convertible notes with officers and directors of the Company and $33,798 related to interest expense on loans with officers, directors and a greater than 10% investor of the Company, and $2,161 was incurred prior to the Reorganization in connection with a Katexco loan payable to CBR Pharma. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 - SUBSEQUENT EVENTS The Company has evaluated events and transactions subsequent to December 31, 2021 through the date the financial statements were issued. Except for the following, there are no subsequent events identified that would require disclosure in the financial statements. Board of Directors Compensation – Fourth Quarter 2021 On January 17, 2022, the Company paid $88,125 in cash and shares of common stock to the Board of Directors for compensation for the fourth quarter of 2021. ACORN Consulting Agreement On February 22, 2022, the Company entered into a consulting agreement with ACORN, a professional relations and consulting firm. ACORN will be engaged to create a full market awareness program, drive long-term investors to the Company and expand the Company’s investor base. The Company will pay ACORN $10,000 in cash and $45,000 in shares of common stock during an initial six-month period, $10,000 in cash and $22,500 in shares of common stock during a second period of three months and $10,000 in cash and $22,500 in shares of common stock during a final period of three months. These compensation shares will be fully vested, earned, authorized and paid upon issuance. MDM Worldwide Solutions, Inc. Consulting Agreement On March 15, 2022, the Company entered into a consulting agreement with MDM Worldwide Solutions, Inc. (“MDM”). MDM will be engaged to provide the Company with strategic communication-based advisory and consulting services for the purpose of targeted outreach and engagement with the inflammatory disease communities online. The Company will pay MDM $12,500 in cash per month and a one-time 20,000 shares of restricted common stock, which will be deemed earned upon execution of the contract. The initial term of the contract is six months. Amendment to the Fourth Oxford Agreement On March 22, 2022, CannU.K. entered into an amendment to the Fourth Oxford Agreement, which was originally signed on September 21, 2020, to extend the research period to December 31, 2023, at no additional cost to CannU.K. Update – meeting with FDA regarding treatment of Dupuytren’s Contracture In March 2022, the Company received notice that the FDA had declined to grant a meeting with the Company regarding its preliminary discussion, Type C meeting for its treatment of early stage Dupuytren’s Contracture, until more information about the manufacturer of the product is provided. The Company remains committed to the development of its early stage Dupuytren’s Contracture treatment and upon advice of its regulatory consultants plans to further correspond with the FDA with the goal of having a Type C meeting with the FDA; provided no assurances can be given that such meeting will be agreed to by the FDA or the timing of such meeting. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“U.S. GAAP”). The Business Combination was accounted for as a reverse recapitalization, and 180 is deemed to be the accounting acquirer. Consequently, the assets and liabilities and the historical operations that are reflected in these consolidated financial statements prior to the Business Combination are those of 180 Life Corp. and its subsidiaries. The preferred stock, common stock, additional paid in capital and earnings per share amount in these consolidated financial statements for the period prior to the Business Combination have been restated to reflect the recapitalization in accordance with the shares issued to the shareholders of the former parent, 180 Life Corp. as a result of the Business Combination. Emerging Growth Company Disclosure Exemptions The Company qualifies as an “emerging growth company,” as defined in the JOBS Act. For so long as the Company remains an emerging growth company, it is permitted and plans to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These provisions include, but are not limited to: being permitted to have only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure; an exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; reduced disclosure obligations regarding executive compensation arrangements in our periodic reports, registration statements and proxy statements; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company intends to take advantage of the exemptions discussed above. Principles of Consolidation 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 consolidated financial statements prior to the Business Combination are those of 180 Life Corp. and its subsidiaries. The preferred stock, common stock, additional paid in capital and earnings per share amount in these consolidated financial statements for the period prior to the Business Combination have been restated to reflect the recapitalization in accordance with the shares issued to the shareholders of the former parent, 180 Life Corp. as a result of the Business Combination. |
Emerging Growth Company Disclosure Exemptions | Emerging Growth Company Disclosure Exemptions The Company qualifies as an “emerging growth company,” as defined in the JOBS Act. For so long as the Company remains an emerging growth company, it is permitted and plans to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These provisions include, but are not limited to: being permitted to have only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure; an exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; reduced disclosure obligations regarding executive compensation arrangements in our periodic reports, registration statements and proxy statements; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company intends to take advantage of the exemptions discussed above. |
Principles of Consolidation | Principles of Consolidation 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 consolidated financial statements prior to the Business Combination are those of 180 Life Corp. and its subsidiaries. The preferred stock, common stock, additional paid in capital and earnings per share amount in these consolidated financial statements for the period prior to the Business Combination have been restated to reflect the recapitalization in accordance with the shares issued to the shareholders of the former parent, 180 Life Corp. as a result of the Business Combination. The 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. |
Accounting for Business Combinations | Accounting for Business Combinations As required by U.S. GAAP, the Company records acquisitions under the acquisition method of accounting, under which the assets acquired and liabilities assumed are initially recorded at their respective fair values and any excess purchase price over the estimated fair value of net assets acquired is reflected as goodwill. The Company uses estimates and, in some instances, independent third-party valuation firms to assist in determining the fair values of assets acquired, liabilities assumed and contingent consideration, if any. Such estimates and valuations require significant assumptions, including projections of future events and operating performance. The estimated fair values are subject to change during the measurement period, which is limited to one year subsequent to the acquisition date. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries is the Canadian Dollar (“CAD”) or British Pound (“GBP”). Assets and liabilities are translated based on the exchange rates at the balance sheet date (0.7874 and 0.7847 for the CAD, 1.3510 and 1.3649 for the GBP as of December 31, 2021 and 2020, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7977 and 0.7462 for the CAD and 1.3753 and 1.2843 for the GBP for the years ended December 31, 2021 and 2020, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. Comprehensive income is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the years ended December 31, 2021 and 2020, the Company recorded other comprehensive income of $180,133 and $484,083, 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 ($69) and $1,030 of foreign currency transaction (losses)/gains for the years ended December 31, 2021 and 2020, respectively. Such amounts have been classified within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements. The Company had no cash equivalents at December 31, 2021 or 2020. As of December 31, 2021, the Company had bank accounts in the United States and the United Kingdom. The Company’s cash deposits in United States and English financial institutions may at times may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) or the Financial Services Compensation Scheme (“FSCS”) insurance limits, respectively. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. |
Intangible Assets and In-Process Research and Development (“IPR&D”) | Intangible Assets and In-Process Research and Development (“IPR&D”) Intangible assets consist of licensed patents held by Katexco as well as technology licenses acquired in connection with the Reorganization. Licensed patents are amortized over the remaining life of the patent. Technology licenses represent the fair value of licenses acquired for the development and commercialization of certain licenses and knowledge. The technology licenses are amortized on a straight-line basis over the estimated useful lives of the underlying patents. It will be necessary to monitor and possibly adjust the useful lives of the licensed patents and technology licenses depending on the results of the Company’s research and development activities. IPR&D assets represent the fair value assigned to technologies that were acquired on July 16, 2019 in connection with the Reorganization, which have not reached technological feasibility and have no alternative future use. IPR&D assets are considered to be indefinite-lived until the completion or abandonment of the associated research and development projects. During the period that the IPR&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IPR&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IPR&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may record a full or partial impairment charge related to the IPR&D assets, calculated as the excess of the carrying value of the IPR&D assets over their estimated fair value. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets and certain identifiable assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. An impairment exists when the carrying value of the long-lived asset is not recoverable and exceeds its estimated fair value. No impairment charges were recorded during the years ended December 31, 2021 and 2020, respectively. |
Goodwill | Goodwill Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. The Company reviews goodwill yearly, or more frequently whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered, for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, it is unnecessary to perform a quantitative analysis. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. As of December 31, 2021, the Company elected to bypass the qualitative assessment and conducted a quantitative assessment whereby it was determined the fair value of the reporting unit (which the Company concluded was the consolidated entity), exceeded the carrying value and, accordingly, there was no impairment of goodwill. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: ● Level 1 - Quoted prices in active markets for identical assets or liabilities; ● Level 2 - Quoted prices for similar assets and liabilities in active markets or inputs that are observable; and ● Level 3 - Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of certain of the Company’s financial instruments, consisting primarily of loans payable and convertible notes payable, approximate their fair values as presented in these consolidated financial statements due to the short-term nature of those instruments. The Company’s derivative liabilities were valued using level 3 inputs (see Note 9 – Derivative Liabilities for additional information). |
Accrued Issuable Equity | Accrued Issuable Equity The Company records accrued issuable equity when it is contractually obligated to issue shares and there has been a delay in the issuance of such shares. Accrued issuable equity is recorded and carried at fair value with changes in its fair value recognized in the Company’s consolidated statements of operations. Once the underlying shares of common stock are issued, the accrued issuable equity is reclassified as of the share issuance date at the then current fair market value of the common stock. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and is estimated by management based on observations of the recent cash sales prices of common stock. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. |
Derivative Liabilities and Convertible Instruments | Derivative Liabilities and Convertible Instruments The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. Entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in other (expense) income, net in the consolidated statements of operations. In circumstances where there are multiple embedded instruments that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the balance sheet date. If the embedded conversion options do not require bifurcation, the Company then evaluates for the existence of a beneficial conversion feature by comparing the fair value of the Company’s underlying stock as of the commitment date to the effective conversion price of the instrument (the intrinsic value). Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption and are classified in interest expense in the consolidated statements of operations. Preferred stock discounts are only accreted to their redemption value if redemption becomes probable. Amendments to convertible instruments are evaluated as to whether they should be accounted for as a modification of the original instrument with no change to the accounting or, if the terms are substantially changed, as an extinguishment of the original instrument and the issuance of a new instrument. The Company has computed the fair value of warrants, options, convertible notes and convertible preferred stock issued using the Monte-Carlo and Black-Scholes option pricing models. The expected term used for warrants, convertible notes and convertible preferred stock are the contractual life and the expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net (loss) per common share is computed by dividing net (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 common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Years Ended 2021 2020 Options 2,741,000 50,000 Warrants 11,153,908 6,064,908 Convertible debt (a) - 932,614 Total potentially dilutive shares 13,894,908 7,047,522 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. |
Research and Development | Research and Development Research and development expenses are charged to operations as incurred. During the years ended December 31, 2021 and 2020, the Company incurred $1,000,769 and $2,217,371, respectively, of research and development expenses. As of December 31, 2021 and 2020, research and development expenses – related parties were $2,947,536 and $75,633, respectively. See Note 15 – Related Parties for more information on research and development expenses – related parties. |
Income Taxes | Income Taxes The Company accounts for income taxes under the provisions of ASC Topic 740 “Income Taxes” (“ASC 740”). The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations and comprehensive loss. |
Recently Issued Accounting Pronouncements | Recently Issued 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 consolidated financial statements and related disclosures. Recently Issued But Not Yet Adopted 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) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of anti dilutive common shares | For the Years Ended 2021 2020 Options 2,741,000 50,000 Warrants 11,153,908 6,064,908 Convertible debt (a) - 932,614 Total potentially dilutive shares 13,894,908 7,047,522 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of the assets acquired and the liabilities assumed in connection with the Business Combination | Cash $ 3,006,235 Prepaid expenses 57,748 Marketable securities held in Trust Account 10,373,857 Accounts payable and accrued expenses (4,722,933 ) Convertible notes payable, net of debt discount (2,504,045 ) Derivative liabilities (see Note 9) (3,945,365 ) Due to/from Related Party (201,859 ) Loans payable (10,000 ) Promissory note with 180 (496,161 ) Redemptions payable (9,006,493 ) Net fair value of assets acquired and liabilities assumed (7,449,016 ) Series A convertible preferred stock (see Note 13) (1,411,265 ) Effect of reverse recapitalization $ (8,860,281 ) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of prepaid expenses | December 31, 2021 2020 Insurance $ 2,151,487 $ 1,003,271 Research and development expense tax credit receivable 644,513 409,470 Professional fees 80,783 104,080 Value-added tax receivable 24,411 37,751 Taxes 25,634 37,424 Other 49,755 14,418 $ 2,976,583 $ 1,606,414 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | As of December 31, 2021 As of December 31, 2020 Remaining Gross Asset Accumulated Net Carrying Gross Asset Accumulated Net Carrying Licensed patents 14.6 $ 603,919 $ (110,759 ) $ 493,160 $ 592,608 $ (76,766 ) $ 515,842 Technology license 17.5 1,658,550 (202,797 ) 1,455,753 1,652,469 (120,493 ) 1,531,976 $ 2,262,469 $ (313,556 ) $ 1,948,913 $ 2,245,077 $ (197,259 ) $ 2,047,818 |
Schedule of future amortization related to intangible assets | For the Years Ending December 31, 2022 $ 114,800 2023 114,800 2024 114,800 2025 114,800 2026 114,800 Thereafter 1,374,913 $ 1,948,913 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | December 31, 2021 2020 Consulting fees $ 548,281 $ 1,718,559 Professional fees 252,973 1,261,751 Litigation accrual (1) 300,000 - Employee and director compensation 725,569 878,292 Research and development fees 91,737 17,817 Interest 25,433 184,576 Other 20,587 49,921 $ 1,964,580 $ 4,110,916 (1) See Note 12 - Commitments and Contingencies, Potential Legal Matters |
Accrued Issuable Equity (Tables
Accrued Issuable Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Issuable Equity [Abstract] | |
Schedule of accrued issuable equity activity | Balance at January 1, 2020 $ - Additions 43,095 Balance at December 31, 2020 43,095 Reclassification to equity (43,095 ) Balance at December 31, 2021 $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair value of Level 3 derivative liabilities (except the Public Special Purpose Acquisition Companies (“SPAC”) warrants as defined below, which are Level 1 derivative liabilities that are measured at fair value on a recurring basis | For the Year Ended December 31, 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 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 4,253,850 211,050 (778,536 ) (73,680 ) 1,064,704 4,677,388 Balance as of December 31, 2021 $ 8,048,850 $ 467,325 $ 6,516,300 $ 187,892 $ - $ 15,220,367 |
Schedule of derivative liabilities | For the Year Ended December 31, 2020 Warrants Convertible Notes Preferred Stock Total Beginning balance as of January 1, 2020 $ - $ - $ - $ - Derivative liabilities assumed at date of Business Combination 2,754,865 $ 23,500 $ 1,167,000 $ 3,945,365 Derecognition of derivative liabilities in connection with convertible note and preferred stock modification and exchanges - (723,336 ) (2,033,068 ) (2,756,404 ) Issuance of derivative liabilities - 1,219,700 218,000 1,437,700 Change in fair value of derivative liabilities 1,462,305 (294,064 ) 648,068 1,816,309 Ending balance as of December 31, 2020 $ 4,217,170 $ 225,800 $ - $ 4,442,970 |
Schedule of option pricing models to derivatives assumed | December 31, Risk-free interest rate 0.85% - 1.14 % Expected term in years 2.59 - 4.15 Expected volatility 98.5 % Expected dividends 0 % November 6, 2020 Risk-free interest rate 0.08% - 0.40 % Expected term (years) 0.26 - 5.01 Expected volatility 80% - 207 % Expected dividends 0.00 % November 25, 2020 Risk-free interest rate 0.06% - 0.09 % Expected term (years) 0.24 - 0.54 Expected volatility 115% - 160 % Expected dividends 0.00 % February 23, Risk-free interest rate 0.59 % Expected term in years 5.00 Expected volatility 85 % Expected dividends 0 % March 12, Risk-free interest rate 0.68 % Expected term in years 3.84 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 warrant activity | Number of Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Value Outstanding, January 1, 2020 - - Issued 6,064,908 11.43 Outstanding, December 31, 2020 6,064,908 11.43 Issued 5,089,000 6.24 Exercised - - Cancelled - - Expired - - Outstanding, December 31, 2021 11,153,908 $ 9.06 4.1 Exercisable, December 31, 2021 11,153,908 $ 9.06 4.1 |
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 4.2 2,564,000 $ 5.28 63,658 3.3 63,658 $ 7.07 25,000 2.6 25,000 $ 7.50 2,500,000 4.6 2,500,000 $ 11.50 6,001,250 3.9 6,001,250 11,153,908 4.1 11,153,908 Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 11.50 6,001,250 4.9 6,001,250 5.28 63,658 - 6,064,908 4.9 6,001,250 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Loans Payable [Abstract] | |
Schedule of loans payable activity | Principal Forgiveness/ Principal New Issuances Effect of Principal Kingsbrook $ 150,000 $ - $ (150,000 ) $ - $ - $ - Paycheck Protection Program 53,051 (11,670 ) (69 ) - - 41,312 Bounce Back Loan Scheme 68,245 - (4,724 ) - (2,352 ) 61,169 First Assurance Funding 655,593 - (655,593 ) 1,618,443 - 1,618,443 Other loans payable 155,320 - - - - 155,320 Total loans payable 1,082,209 $ (11,670 ) $ (810,386 ) $ 1,618,443 $ (2,352 ) 1,876,244 Less: loans payable - current portion 968,446 1,828,079 Loans payable - non-current portion $ 113,763 $ 48,165 Principal Forgiveness/ Principal New Issuances Effect of Principal Kingsbrook $ - $ - $ - $ 150,000 $ - $ 150,000 Paycheck Protection Program - - - 53,051 - 53,051 Bounce Back Loan Scheme - - - 68,245 - 68,245 First Assurance Funding - - (347,222 ) 1,002,815 - 655,593 Other loans payable 116,250 - - 39,070 - 155,320 Total loans payable 116,250 $ - $ (347,222 ) $ 1,313,181 $ - 1,082,209 Less: loans payable - current portion 116,250 968,446 Loans payable - non-current portion $ - $ 113,763 |
Schedule of loans payable of current portion | Simple December 31, December 31, Loan payable issued September 18, 2019 8 % $ 50,000 $ 50,000 Loan payable issued October 29, 2019 8 % 69,250 69,250 Loan payable issued February 5, 2020 8 % 3,500 3,500 Loan payable issued March 31, 2020 8 % 4,537 4,537 Loan payable issued June 8, 2020 8 % 5,000 5,000 Loan payable issued June 8, 2020 8 % 5,000 5,000 Kingsbrook loan issued June 12, 2020 8 % - 150,000 Loan payable issued July 15, 2020 * 8 % 4,695 4,695 Loan payable issued October 13, 2020 8 % 13,337 13,337 Loan payable issued December 10, 2020 8 % - 655,594 Current portion of PPP Loans (1) 1 % 41,312 7,533 Current portion of Bounce Back Loans (1) 1 % 13,005 - Loan payable issued December 10, 2021 2 % 1,618,443 - $ 1,828,079 $ 968,446 * These loans are denominated in currencies other than USD. (1) See Loans Payable, Non-Current Portion for a description of the PPP Loans and the Bounce Back Loans. |
Schedule of non-current loans payable | Simple Interest Rate December 31, December 31, Maturity PPP loan payable issued May 5, 2020 1.0 % 41,312 $ 51,051 5/4/2022 PPP loan payable issued April 24, 2020 1.0 % - 2,000 4/23/2022 BBLS loan payable issued June 10, 2020 2.5 % 61,170 68,245 6/10/2026 Subtotal 102,482 121,296 Less: Current portions of BBLS/PPP loans, respectively (see above) (54,317 ) (7,533 ) Non-current portion $ 48,165 $ 113,763 |
Schedule of related party loans payable | Simple Interest Rate December 31, December 31, Loan payable issued September 18, 2019 8 % $ 50,000 $ 50,000 Loan payable issued October 8, 2019 0 % 4,000 4,000 Loan payable issued October 20, 2019 * 8 % - 81,463 Loan payable issued October 28, 2019 * 8 % - 7,088 Loan payable issued October 29, 2019 8 % - 40,000 Loan payable issued October 29, 2019 8 % - 10,000 Loan payable issued November 27, 2019 * 8 % - 20,515 Loan payable issued December 11, 2019 8 % - 10,342 Loan payable issued January 14, 2020 8 % - 4,726 Loan payable issued January 20, 2020 8 % - 137,382 Loan payable issued January 30, 2020 * 8 % - 7,088 Loan payable issued February 5, 2020 8 % 3,500 3,500 Loan payable issued February 28, 2020 * 8 % - 19,261 Loan payable issued March 31, 2020 8 % 4,537 4,537 Loan payable issued April 2, 2020 8 % - 1,871 Loan payable issued April 2, 2020 8 % - 1,564 Loan payable issued April 13, 2020 8 % - 12,875 Loan payable issued April 13, 2020 8 % - 12,905 Loan payable issued April 27, 2020 * 8 % - 7,962 Loan payable issued May 19, 2020 8 % - 2,152 Loan payable issued May 30, 2020 * 8 % - 7,962 Loan payable issued May 30, 2020 8 % - 7,890 Loan payable issued June 17, 2020 8 % 485 485 Loan payable issued July 15, 2020 8 % 5,503 5,503 Loan payable issued August 25, 2020 * 8 % - 9,162 Loan payable issued October 8, 2020 * 8 % 8,708 8,796 Loan payable issued October 15, 2020 8 % - 10,094 Loan payable issued October 14, 2020 * 8 % 4,544 4,544 Loan payable issued October 1, 2020 * 8 % - 10,253 Loan payable issued November 4, 2020 * 8 % - 9,162 $ 81,277 $ 513,082 * These loans are denominated in currencies other than USD. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable activity | Maturity Date (as amended, 01/01/21 Impact 12/31/21 Effective if Principal of Conversions Common Principal Date applicable) Balance Extinguishment to Common Stock Shares Issued Balance Dominion 06/12/20 02/11/21 $ 833,334 $ - $ (833,334) 338,393 $ - Kingsbrook 06/12/20 02/11/21 101,000 - (101,000) 33,770 - Alpha Capital 06/12/20 02/11/21 616,111 (316,111) (300,000) 94,960 - Bridge Note 12/27/19 08/28/21 365,750 - (365,750) 158,383 - Total $ 1,916,195 $ (316,111) $ (1,600,084) 625,506 $ - For The Year Ended December 31, 2020 Maturity Date (as amended, 01/01/20 Amortization Conversions 12/31/20 Effective if Principal of Debt Impact of to Common Principal Date applicable) Balance Debt Issued Debt Discount Discount Extinguishment Stock Balance Dominion 06/12/20 02/11/21 $ - $ 1,805,556 $ (722,966 ) $ 134,134 $ 588,832 $ (972,222 ) $ 833,334 Kingsbrook 06/12/20 02/11/21 - 1,796,411 (685,615 ) 127,227 558,388 (1,695,411 ) 101,000 Alpha Capital 06/12/20 02/11/21 - 1,111,111 (800,421 ) 94,786 705,635 (495,000 ) 616,111 Amended Senior Note 07/25/19 08/28/21 1,405,695 - - - - - - Amended Senior Note (1 07/25/19 08/28/21 1,081,251 - - - - (1,768,779 ) - Bridge Note 12/27/19 08/28/21 250,000 - - - - - 275,000 Bridge Note 01/03/20 08/28/21 - 82,500 - - - - 90,750 Total $ 2,736,946 $ 4,795,578 $ (2,209,002 ) $ 356,147 $ 1,852,855 $ (4,931,412 ) $ 1,916,195 |
Schedule of convertible notes payable related parties | For the Year Ended December 31, 2021 Effective Date Maturity Date (as amended, if applicable) 01/01/21 Principal Balance Debt Issued Unpaid Interest Capitalized to Principal Settlement Debt Conversions to Common Stock 12/31/21 Principal Balance 180 LP Convertible Note 09/24/13 09/25/15 160,000 - - - (160,000 ) - 180 LP Convertible Note 06/16/14 06/16/17 10,000 - - (10,000 ) - - 180 LP Convertible Note 07/08/14 07/08/17 100,000 - - - (100,000 ) - Total $ 270,000 $ - $ - $ (10,000 ) $ (260,000 ) $ - For the year ended December 31, 2020 Effective Date Maturity Date (as amended, if applicable) 01/01/20 Principal Balance Debt Issued Unpaid Interest Capitalized to Principal Amendment to Senior Notes Conversions to Common Stock 12/31/20 Principal Balance Amended Senior Notes (1) 07/25/19 08/28/21 $ 184,604 $ - $ 34,760 $ 51,396 (270,760 ) $ - 180 LP Convertible Note 09/24/13 09/25/15 160,000 - - - - 160,000 180 LP Convertible Note 06/16/14 06/16/17 10,000 - - - - 10,000 180 LP Convertible Note 07/08/14 07/08/17 100,000 - - - - 100,000 Total $ 454,604 $ - $ 34,760 $ 51,396 $ (270,760 ) $ 270,000 |
Schedule of convertible promissory notes | Dominion Principal Debt Discount Net Balance at January 1, 2020 $ - $ - $ - Assumption of Note 1,805,556 - 1,805,556 Debt discount at assumption - (722,966 ) (722,966 ) Amortization of debt discount - 134,134 134,134 Impact of extinguishment - 588,832 588,832 Impact of conversion (972,222 ) - (972,222 ) Balance at December 31, 2020 $ 833,334 $ - $ 833,334 Impact of conversion (833,334 ) - (833,334 ) Balance at December 31, 2021 $ - $ - $ - Kingsbrook Principal Debt Discount Net Balance at January 1, 2020 $ - $ - $ - Assumption of Note 1,796,411 - 1,796,411 Debt discount at assumption - (685,615 ) (685,615 ) Amortization of debt discount - 127,227 127,227 Impact of extinguishment - 558,388 558,388 Impact of conversion (1,695,411 ) - (1,695,411 ) Balance at December 31, 2020 $ 101,000 $ - $ 101,000 Impact of conversion (101,000 ) - (101,000 ) Balance at December 31, 2021 $ - $ - $ - Alpha Principal Debt Discount Net Balance at January 1, 2020 $ - $ - $ - Assumption of Note 1,111,111 - 1,111,111 Debt discount at assumption - (800,421 ) (800,421 ) Amortization of debt discount - 94,786 94,786 Impact of extinguishment - 705,635 705,635 Impact of conversion (495,000 ) - (495,000 ) Balance at December 31, 2020 $ 616,111 $ - $ 616,111 Impact of extinguishment (316,111 ) - (316,111 ) Impact of conversion (300,000 ) - (300,000 ) Balance at December 31, 2021 $ - $ - $ - |
Schedule of secured convertible promissory notes | Loss on Fair Value Extinguishment Principal Derivative Total Common of of Balance Interest Liabilities Amount Shares Shares Convertible Converted Converted Converted Converted Issued Issued Notes Dominion Convertible Promissory Note $ 972,222 $ 97,222 $ 201,216 $ 1,270,660 464,287 $ 1,275,525 $ 4,865 Kingsbrook Convertible Promissory Note 1,695,411 169,541 378,335 $ 2,243,287 816,769 2,198,155 (45,132 ) Alpha Capital Convertible Promissory Note 495,000 12,528 123,485 $ 631,013 238,572 691,304 60,291 Total $ 3,162,633 $ 279,291 $ 703,036 $ 4,144,960 1,519,628 $ 4,164,984 $ 20,024 Loss on Fair Value Extinguishment Principal Derivative Total Common of of Balance Interest Liabilities Amount Shares Shares Convertible Converted Converted Converted Converted Issued Issued Notes Dominion Convertible Promissory Note $ 833,333 $ 83,333 $ 133,033 $ 1,049,700 338,393 $ 1,255,037 $ (205,337 ) Kingsbrook Convertible Promissory Note 101,000 10,100 136,800 247,900 33,770 174,253 73,647 Alpha Capital Convertible Promissory Note 300,000 12,417 321,370 633,787 94,960 511,834 121,953 Total $ 1,234,333 $ 105,850 $ 591,203 $ 1,931,387 467,123 $ 1,941,124 $ (9,737 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of special voting shares activity | Balance, January 1, 2020 2,990,904 Shares issued - Shares exchanged (1,521,157 ) Balance, December 31, 2020 1,469,747 Shares issued - Shares exchanged (1,464,472 ) Balance, December 31, 2021 5,275 |
Schedule of option activity | Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2020 Granted 50,000 2.49 - - Exercised - - - - Expired - - - - Forfeited - - - - Outstanding, December 31, 2020 50,000 2.49 9.92 Granted 2,691,000 4.82 - - Exercised - - - - Expired - - - - Forfeited - - - - Outstanding, December 31, 2021 2,741,000 4.77 9.41 $ 70,500 Exercisable, December 31, 2021 927,632 4.39 9.30 $ 70,500 |
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 8.9 50,000 $ 4.43 1,580,000 9.2 667,111 $ 7.56 436,000 9.6 45,417 $ 3.95 675,000 9.9 165,104 2,741,000 9.4 927,632 |
Schedule of estimated using the black scholes valuation method assumptions | Risk free interest rate 0.4 % Expected term (years) 5.27 Expected volatility 100 % Expected dividends 0 % Risk free interest rate 0.75% - 1.36% Expected term (years) 5.61 - 6.01 Expected volatility 84% - 98.5% Expected dividends 0% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax domestic and international components | For the Years Ended December 31, 2021 2020 Domestic $ (15,078,170 ) $ (8,635,341 ) International (5,269,682 ) (2,269,144 ) $ (20,347,852 ) $ (10,904,485 ) |
Schedule of income tax benefits provision | For the Years Ended December 31, 2021 2020 Deferred tax benefits: Domestic: Federal $ 1,503,577 $ 1,289,907 State 499,136 427,689 International 547,944 541,614 2,550,657 2,259,210 Change in valuation allowance (2,527,453 ) (2,238,783 ) Net income tax benefit $ 23,204 $ 20,427 |
Schedule of united states federal statutory rate | For the Years Ended December 31, 2021 2020 US Federal statutory rate 21.0 % 21.0 % Difference between domestic and foreign federal rates (0.5 )% (0.6 )% State and provincial taxes, net of federal benefits 5.2 % 6.0 % Permanent differences: Stock-based compensation (5.8 )% (0.8 )% Change in the fair value of derivatives and accrued issuable equity (6.4 )% (4.6 )% Loss on extinguishment - (1.0 )% Other (0.8 )% 0.7 % Change in valuation allowance (12.4 )% (20.5 )% Effective income tax rate 0.3 % 0.2 % |
Schedule of deferred tax assets and liabilities | As of 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 9,395,986 $ 6,352,809 Organizational costs deferred for tax purposes - 3,068,651 Accrued compensation not currently deductible 169,222 224,931 Accrued interest 146,636 - Other (1 ) 62,829 9,711,843 9,709,220 Deferred tax liabilities: Difference between book and tax basis related to: Technology license (375,671 ) (404,507 ) Acquired in-process research and development (3,267,854 ) (3,242,750 ) Other (639,726 ) (21,072 ) (4,283,251 ) (3,668,329 ) Deferred tax assets and liabilities 5,428,592 6,040,891 Valuation allowance (9,072,118 ) (9,709,220 ) Deferred tax assets and liabilities, net $ (3,643,526 ) $ (3,668,329 ) |
Schedule of valuation deferred tax assets | For the Years Ended December 31, 2021 2020 Beginning of period $ (9,709,220 ) $ (4,979,276 ) Allowance established in connection with the recording of deferred tax assets acquired resulting from the following transactions: - Business combination in 2020 described in Note 5 - (2,491,161 ) Change in valuation pursuant to the tax provision (2,527,453 ) (2,238,783 ) True-up to a prior year’s tax return 3,164,555 - End of period $ (9,072,118 ) $ (9,709,220 ) |
Going Concern and Management'_2
Going Concern and Management's Plans (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Net loss | $ 20,324,648 |
Cash used in operations | 19,371,428 |
Accumulated deficit | 68,682,286 |
Working capital | $ 8,498,193 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Foreign currency translation description | The functional currency of certain subsidiaries is the Canadian Dollar (“CAD”) or British Pound (“GBP”). Assets and liabilities are translated based on the exchange rates at the balance sheet date (0.7874 and 0.7847 for the CAD, 1.3510 and 1.3649 for the GBP as of December 31, 2021 and 2020, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7977 and 0.7462 for the CAD and 1.3753 and 1.2843 for the GBP for the years ended December 31, 2021 and 2020, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. | |
Other comprehensive gain (loss) | $ 180,133 | $ 484,083 |
Foreign currency transaction gain loss | (69) | 1,030 |
Incurred expenses | 1,000,769 | 2,217,371 |
Research and development expenses | $ 2,947,536 | $ 75,633 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of anti dilutive common shares - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule of anti dilutive common shares [Abstract] | |||
Options | 2,741,000 | 50,000 | |
Warrants | 11,153,908 | 6,064,908 | |
Convertible debt | [1] | 932,614 | |
Total potentially dilutive shares | 13,894,908 | 7,047,522 | |
[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. |
Business Combination (Details)
Business Combination (Details) | Nov. 06, 2020shares |
Business Combination (Details) [Line Items] | |
Shares of common stock | 2 |
Shares of common stock outstanding | 1,763,652 |
KBL [Member] | |
Business Combination (Details) [Line Items] | |
Shares of common stock outstanding | 6,928,645 |
Prior [Member] | |
Business Combination (Details) [Line Items] | |
Shares of common stock | 15,736,348 |
Business Combination (Details)
Business Combination (Details) - Schedule of the assets acquired and the liabilities assumed in connection with the Business Combination | Dec. 31, 2021USD ($) |
Schedule of the assets acquired and the liabilities assumed in connection with the Business Combination [Abstract] | |
Cash | $ 3,006,235 |
Prepaid expenses | 57,748 |
Marketable securities held in Trust Account | 10,373,857 |
Accounts payable and accrued expenses | (4,722,933) |
Convertible notes payable, net of debt discount | (2,504,045) |
Derivative liabilities (see Note 9) | (3,945,365) |
Due to/from Related Party | (201,859) |
Loans payable | (10,000) |
Promissory note with 180 | (496,161) |
Redemptions payable | (9,006,493) |
Net fair value of assets acquired and liabilities assumed | (7,449,016) |
Series A convertible preferred stock (see Note 13) | (1,411,265) |
Effect of reverse recapitalization | $ (8,860,281) |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of prepaid expenses [Abstract] | ||
Insurance | $ 2,151,487 | $ 1,003,271 |
Research and development expense tax credit receivable | 644,513 | 409,470 |
Professional fees | 80,783 | 104,080 |
Value-added tax receivable | 24,411 | 37,751 |
Taxes | 25,634 | 37,424 |
Other | 49,755 | 14,418 |
Total | $ 2,976,583 | $ 1,606,414 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 116,297 | $ 116,841 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross asset value | $ 2,262,469 | $ 2,245,077 |
Accumulated amortization | (313,556) | (197,259) |
Net carrying value | $ 1,948,913 | 2,047,818 |
Licensed patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining amortization period in years | 14 years 7 months 6 days | |
Gross asset value | $ 603,919 | 592,608 |
Accumulated amortization | (110,759) | (76,766) |
Net carrying value | $ 493,160 | 515,842 |
Technology license [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining amortization period in years | 17 years 6 months | |
Gross asset value | $ 1,658,550 | 1,652,469 |
Accumulated amortization | (202,797) | (120,493) |
Net carrying value | $ 1,455,753 | $ 1,531,976 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of future amortization related to intangible assets | Dec. 31, 2021USD ($) |
Schedule of future amortization related to intangible assets [Abstract] | |
2022 | $ 114,800 |
2023 | 114,800 |
2024 | 114,800 |
2025 | 114,800 |
2026 | 114,800 |
Thereafter | 1,374,913 |
Total | $ 1,948,913 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Accrued expenses related parties | $ 18,370 | $ 454,951 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule of accrued expenses [Abstract] | |||
Consulting fees | $ 548,281 | $ 1,718,559 | |
Professional fees | 252,973 | 1,261,751 | |
Litigation accrual | [1] | 300,000 | |
Employee and director compensation | 725,569 | 878,292 | |
Research and development fees | 91,737 | 17,817 | |
Interest | 25,433 | 184,576 | |
Other | 20,587 | 49,921 | |
Total | $ 1,964,580 | $ 4,110,916 | |
[1] | See Note 12 - Commitments and Contingencies, Potential Legal Matters |
Accrued Issuable Equity (Detail
Accrued Issuable Equity (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Accrued Issuable Equity [Abstract] | |
Aggregate value of common shares on monthly basis | $ 5,000 |
Aggregate value of common shares at end of each quarter | 30,000 |
Accrued issuable equity related to services | $ 43,095 |
Accrued Issuable Equity (Deta_2
Accrued Issuable Equity (Details) - Schedule of accrued issuable equity activity - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of accrued issuable equity activity [Abstract] | ||
Balance at beginning | $ 43,095 | |
Balance at Ending | 43,095 | |
Mark-to market | ||
Additions | $ 43,095 | |
Reclassification to equity | $ (43,095) |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | Mar. 12, 2021 | Nov. 06, 2020 | Jul. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | Jul. 31, 2021 | Feb. 23, 2021 | Nov. 25, 2020 |
Derivative Liabilities (Details) [Line Items] | |||||||||
Fair value of derivative liabilities | $ 606,000 | ||||||||
Purchase of shares of common stock (in Shares) | 25,000 | ||||||||
Exercise price per share (in Dollars per share) | $ 5 | $ 7.5 | |||||||
Beneficial ownership | 4.99% | ||||||||
AGP Warrant [Member] | |||||||||
Derivative Liabilities (Details) [Line Items] | |||||||||
Fair value of derivative liabilities | $ 21,564 | ||||||||
Exercise price per share (in Dollars per share) | $ 5.28 | ||||||||
Warrant revalued | $ 144,331 | ||||||||
Purchase of aggregate shares (in Shares) | 63,658 | 63,658 | |||||||
Exercise price per share (in Dollars per share) | $ 5.28 | ||||||||
Alpha Warrant [Member] | |||||||||
Derivative Liabilities (Details) [Line Items] | |||||||||
Fair value of PIPE warrants | $ 95,677 | ||||||||
Purchase of aggregate shares (in Shares) | 25,000 | ||||||||
Exercise price per share (in Dollars per share) | $ 7.07 | ||||||||
Beneficial ownership | 4.99% | ||||||||
Public SPAC Warrants [Member] | |||||||||
Derivative Liabilities (Details) [Line Items] | |||||||||
Warrant, description | 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), subject to adjustment. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants are currently exercisable and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Company may redeem the Public Warrants, in whole and not in part, at a price of $0.01 per Public Warrant upon 30 days’ notice (“30-day redemption period”), only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement with respect to the shares of common stock underlying such Public Warrants and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. | ||||||||
Business combination warrants value | $ 1,978,000 | ||||||||
SPAC warrants | 8,048,850 | $ 3,795,000 | |||||||
Fair value of derivative liabilities | 4,253,850 | 1,817,000 | |||||||
PIPE Warrants [Member] | |||||||||
Derivative Liabilities (Details) [Line Items] | |||||||||
Fair value of derivative liabilities | 778,536 | ||||||||
Purchase of shares of common stock (in Shares) | 2,564,000 | ||||||||
Exercise price per share (in Dollars per share) | $ 5 | ||||||||
Fair value of PIPE warrants | $ 7,294,836 | ||||||||
Warrant revalued | $ 6,516,300 | ||||||||
IPO [Member] | Public SPAC Warrants [Member] | |||||||||
Derivative Liabilities (Details) [Line Items] | |||||||||
Aggregate amount (in Shares) | 11,500,000 | ||||||||
Private Placement [Member] | |||||||||
Derivative Liabilities (Details) [Line Items] | |||||||||
Aggregate amount (in Shares) | 502,500 | ||||||||
Warrant, description | Each Private Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share), subject to adjustment. No fractional shares will be issued upon exercise of the warrants. The Private Warrants are currently exercisable and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Private Warrants are non-redeemable so long as they are held by original holders or their permitted transferees. If the Private Warrants are held by other parties, the Company may redeem the Private Warrants, in whole and not in part, at a price of $0.01 per Warrant upon 30 days’ notice (“30-day redemption period”), only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given, provided there is an effective registration statement with respect to the shares of common stock underlying such Warrants and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. | ||||||||
Business combination warrants value | $ 587,925 | ||||||||
SPAC warrants | 467,325 | ||||||||
Fair value of derivative liabilities | 211,250 | $ 331,650 | |||||||
Fair value of derivative liabilities | 256,275 | ||||||||
Fair value of warrants | 52,116 | ||||||||
Private Warrants [Member] | |||||||||
Derivative Liabilities (Details) [Line Items] | |||||||||
Business combination warrants value | $ 43,561 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of fair value of Level 3 derivative liabilities (except the Public Special Purpose Acquisition Companies (“SPAC”) warrants as defined below, which are Level 1 derivative liabilities that are measured at fair value on a recurring basis | 12 Months Ended | |
Dec. 31, 2021USD ($) | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 4,442,970 | |
Extinguishment of derivative liabilities in connection with conversion of debt | (591,203) | [1] |
Warrants issued in connection with the financing | 7,294,836 | |
Warrants issued relates to Alpha settlement | 95,677 | [1] |
Extinguishment of derivative liabilities in connection with the Alpha settlement | (699,301) | [1] |
Change in fair value of derivative liabilities | 4,677,388 | |
Ending balance | 15,220,367 | |
Public SPAC Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 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 | 4,253,850 | |
Ending balance | 8,048,850 | |
Private SPAC Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 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 | 211,050 | |
Ending balance | 467,325 | |
PIPE Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | ||
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 | (778,536) | |
Ending balance | 6,516,300 | |
Other Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 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 | 95,677 | [1] |
Extinguishment of derivative liabilities in connection with the Alpha settlement | [1] | |
Change in fair value of derivative liabilities | (73,680) | |
Ending balance | 187,892 | |
Convertible Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 225,800 | |
Extinguishment of derivative liabilities in connection with conversion of debt | (591,203) | [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 | (699,301) | [1] |
Change in fair value of derivative liabilities | 1,064,704 | |
Ending balance | ||
[1] | See Note 11 – Convertible Notes Payable |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of derivative liabilities | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Debt Conversion [Line Items] | |
Beginning balance | |
Derivative liabilities assumed at date of Business Combination | 3,945,365 |
Derecognition of derivative liabilities in connection with convertible note and preferred stock modification and exchanges | (2,756,404) |
Issuance of derivative liabilities | 1,437,700 |
Change in fair value of derivative liabilities | 1,816,309 |
Ending balance | 4,442,970 |
Convertible Notes [Member] | |
Debt Conversion [Line Items] | |
Beginning balance | |
Derivative liabilities assumed at date of Business Combination | 23,500 |
Derecognition of derivative liabilities in connection with convertible note and preferred stock modification and exchanges | (723,336) |
Issuance of derivative liabilities | 1,219,700 |
Change in fair value of derivative liabilities | (294,064) |
Ending balance | 225,800 |
Warrants [Member] | |
Debt Conversion [Line Items] | |
Beginning balance | |
Derivative liabilities assumed at date of Business Combination | 2,754,865 |
Derecognition of derivative liabilities in connection with convertible note and preferred stock modification and exchanges | |
Issuance of derivative liabilities | |
Change in fair value of derivative liabilities | 1,462,305 |
Ending balance | 4,217,170 |
Preferred Stock [Member] | |
Debt Conversion [Line Items] | |
Beginning balance | |
Derivative liabilities assumed at date of Business Combination | 1,167,000 |
Derecognition of derivative liabilities in connection with convertible note and preferred stock modification and exchanges | (2,033,068) |
Issuance of derivative liabilities | 218,000 |
Change in fair value of derivative liabilities | 648,068 |
Ending balance |
Derivative Liabilities (Detai_4
Derivative Liabilities (Details) - Schedule of option pricing models to derivatives assumed | Mar. 12, 2021 | Nov. 06, 2020 | Jul. 29, 2021 | Feb. 23, 2021 | Feb. 05, 2021 | Nov. 25, 2020 | Dec. 31, 2021 |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||||||
Risk-free interest rate | 0.68% | 0.37% | 0.59% | ||||
Expected term in years | 3 years 10 months 2 days | 3 years | 5 years | ||||
Expected volatility | 85.00% | 85.00% | 85.00% | 98.50% | |||
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||||||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||||||
Risk-free interest rate | 0.08% | 0.00% | 0.06% | 0.85% | |||
Expected term in years | 3 months 3 days | 7 days | 2 months 26 days | 2 years 7 months 2 days | |||
Expected volatility | 80.00% | 120.00% | 115.00% | ||||
Maximum [Member] | |||||||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||||||
Risk-free interest rate | 0.40% | 0.14% | 0.09% | 1.14% | |||
Expected term in years | 5 years 3 days | 2 months 4 days | 6 months 14 days | 4 years 1 month 24 days | |||
Expected volatility | 207.00% | 161.00% | 160.00% |
Derivative Liabilities (Detai_5
Derivative Liabilities (Details) - Schedule of warrant activity - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of warrant activity [Abstract] | ||
Number of Warrants, Beginning balance | 6,064,908 | |
Weighted Average Exercise Price, Beginning balance | $ 11.43 | |
Number of Warrants, Issued | 5,089,000 | 6,064,908 |
Weighted Average Exercise Price, Issued | $ 6.24 | $ 11.43 |
Number of Warrants, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Warrants, Cancelled | ||
Weighted Average Exercise Price, Cancelled | ||
Number of Warrants, Expired | ||
Weighted Average Exercise Price, Expired | ||
Number of Warrants, Outstanding balance | 11,153,908 | 6,064,908 |
Weighted Average Exercise Price, Outstanding balance | $ 9.06 | $ 11.43 |
Weighted Average Remaining Life in Years, Outstanding balance | 4 years 1 month 6 days | |
Number of Warrants, Exercisable balance | 11,153,908 | |
Weighted Average Exercise Price, Exercisable balance | $ 9.06 | |
Weighted Average Remaining Life in Years, Exercisable balance | 4 years 1 month 6 days |
Derivative Liabilities (Detai_6
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 11,153,908 | 6,064,908 |
Warrants Exercisable Number of Shares | 11,153,908 | 6,001,250 |
Warrants Exercisable Weighted Average Remaining Life in Years | 4 years 1 month 6 days | 4 years 10 months 24 days |
5.00 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 2,564,000 | |
Warrants Exercisable Number of Shares | 2,564,000 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 4 years 2 months 12 days | |
5.28 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 63,658 | 63,658 |
Warrants Exercisable Number of Shares | 63,658 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 3 years 3 months 18 days | |
7.07 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 25,000 | |
Warrants Exercisable Number of Shares | 25,000 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 2 years 7 months 6 days | |
7.50 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 2,500,000 | |
Warrants Exercisable Number of Shares | 2,500,000 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 4 years 7 months 6 days | |
11.50 [Member] | ||
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 6,001,250 | 6,001,250 |
Warrants Exercisable Number of Shares | 6,001,250 | 6,001,250 |
Warrants Exercisable Weighted Average Remaining Life in Years | 3 years 10 months 24 days | 4 years 10 months 24 days |
Loans Payable (Details)
Loans Payable (Details) | Dec. 10, 2021USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Aug. 05, 2021USD ($) | May 19, 2021USD ($) | Mar. 03, 2021USD ($) | Feb. 10, 2021USD ($) | Jun. 12, 2020 | Jun. 10, 2020USD ($) | Jun. 10, 2020GBP (£) | May 19, 2021USD ($) | May 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021GBP (£) | Dec. 31, 2020USD ($) | Dec. 31, 2020GBP (£) | Jun. 12, 2021USD ($) |
Loans Payable (Details) [Line Items] | ||||||||||||||||
Accrued interest | $ 12,452 | $ 1,051 | £ 778 | |||||||||||||
Interest expense | 135,953 | $ 1,002,424 | ||||||||||||||
Loan forgiveness amount | $ 162,452 | |||||||||||||||
Financed in loans payable | 1,618,443 | |||||||||||||||
Maximum loan amount (in Pounds) | £ | £ 50,000 | |||||||||||||||
Interest expense | 1,051 | £ 778 | ||||||||||||||
Maturity date | Aug. 31, 2021 | |||||||||||||||
Aggregate principal amount | $ 150,000 | |||||||||||||||
Interest percentage | 15.00% | |||||||||||||||
Aggregate principal amount | $ 150,000 | |||||||||||||||
Directors and officers insurance policy | 655,593 | |||||||||||||||
Bounce back loan scheme | 4,724 | |||||||||||||||
First assurance funding to finance | $ 1,618,443 | |||||||||||||||
Total D&O insurance amount | $ 2,005,502 | |||||||||||||||
Monthly installment loans | $ 161,844 | |||||||||||||||
Loans payable percentage | 10.00% | 10.00% | ||||||||||||||
Principal amount | $ 432,699 | |||||||||||||||
Exchange an aggregate principal amount | $ 433,374 | |||||||||||||||
Aggregate accrued interest | $ 61,530 | |||||||||||||||
Aggregate shares (in Shares) | shares | 82,484 | |||||||||||||||
Common stock price (in Dollars per share) | $ / shares | $ 6 | |||||||||||||||
Interest expense on loans payable, description. | For the year ended December 31, 2021, the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $24,019 and $38,874, respectively. For the year ended December 31, 2020, the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $23,709 and $35,973, respectively. As of December 31, 2021, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $24,212 and $812, respectively. See Note 15 — Related Parties for additional details. As of December 31, 2020, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $24,824 and $37,539, respectively. See Note 15 — Related Parties for additional details. | For the year ended December 31, 2021, the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $24,019 and $38,874, respectively. For the year ended December 31, 2020, the Company recognized interest expense and interest expense — related parties associated with outstanding loans, of $23,709 and $35,973, respectively. As of December 31, 2021, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $24,212 and $812, respectively. See Note 15 — Related Parties for additional details. As of December 31, 2020, the Company had accrued interest and accrued interest — related parties associated with outstanding loans, of $24,824 and $37,539, respectively. See Note 15 — Related Parties for additional details. | ||||||||||||||
PPP Loans [Member] | ||||||||||||||||
Loans Payable (Details) [Line Items] | ||||||||||||||||
Loan proceeds | $ 53,051 | |||||||||||||||
Interest percentage | 1.00% | |||||||||||||||
Accrued interest | $ 163 | 354 | ||||||||||||||
Interest expense | $ 1,636 | 354 | ||||||||||||||
Loan forgiveness amount | $ 9,670 | $ 51,051 | ||||||||||||||
Financed in loans payable | $ 2,000 | |||||||||||||||
Bounce Back Loan Scheme [Member] | ||||||||||||||||
Loans Payable (Details) [Line Items] | ||||||||||||||||
Interest percentage | 2.50% | |||||||||||||||
Accrued interest | 702 | £ 514 | ||||||||||||||
Cash proceed | $ 64,353 | £ 50,000 | ||||||||||||||
Interest expense | $ 702 | £ 514 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of loans payable activity - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||
Principal Balance | $ 1,082,209 | $ 116,250 |
Forgiveness/ Adjusted to Other Income | (11,670) | |
Principal Repaid in Cash | (810,386) | (347,222) |
New Issuances | 1,618,443 | 1,313,181 |
Effect of Foreign Exchange Rates | (2,352) | |
Principal Balance | 1,876,244 | 1,082,209 |
Less: loans payable - current portion | 968,446 | 116,250 |
Less: loans payable - current portion | 1,828,079 | 968,446 |
Loans payable - non-current portion | 113,763 | |
Loans payable - non-current portion | 48,165 | 113,763 |
Kingsbrook [Member] | ||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||
Principal Balance | 150,000 | |
Forgiveness/ Adjusted to Other Income | ||
Principal Repaid in Cash | (150,000) | |
New Issuances | 150,000 | |
Effect of Foreign Exchange Rates | ||
Principal Balance | 150,000 | |
Paycheck Protection Program [Member] | ||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||
Principal Balance | 53,051 | |
Forgiveness/ Adjusted to Other Income | (11,670) | |
Principal Repaid in Cash | (69) | |
New Issuances | 53,051 | |
Effect of Foreign Exchange Rates | ||
Principal Balance | 41,312 | 53,051 |
Bounce Back Loan Scheme [Member] | ||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||
Principal Balance | 68,245 | |
Forgiveness/ Adjusted to Other Income | ||
Principal Repaid in Cash | (4,724) | |
New Issuances | 68,245 | |
Effect of Foreign Exchange Rates | (2,352) | |
Principal Balance | 61,169 | 68,245 |
First Assurance Funding [Member] | ||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||
Principal Balance | 655,593 | |
Forgiveness/ Adjusted to Other Income | ||
Principal Repaid in Cash | (655,593) | (347,222) |
New Issuances | 1,618,443 | 1,002,815 |
Effect of Foreign Exchange Rates | ||
Principal Balance | 1,618,443 | 655,593 |
Other loans payable [Member] | ||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||
Principal Balance | 155,320 | 116,250 |
Forgiveness/ Adjusted to Other Income | ||
Principal Repaid in Cash | ||
New Issuances | 39,070 | |
Effect of Foreign Exchange Rates | ||
Principal Balance | $ 155,320 | $ 155,320 |
Loans Payable (Details) - Sch_2
Loans Payable (Details) - Schedule of loans payable of current portion - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Debt Instrument [Line Items] | |||
Loans payable current portion | $ 1,828,079 | $ 968,446 | |
Loan payable issued September 18, 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable current portion | $ 50,000 | 50,000 | |
Loan payable issued October 29, 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable current portion | $ 69,250 | 69,250 | |
Loan payable issued February 5, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable current portion | $ 3,500 | 3,500 | |
Loan payable issued March 31, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable current portion | $ 4,537 | 4,537 | |
Loan payable issued June 8, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable current portion | $ 5,000 | 5,000 | |
Loan payable issued June 8, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable current portion | $ 5,000 | 5,000 | |
Kingsbrook loan issued June 12, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable current portion | 150,000 | ||
Loan payable issued July 15, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable current portion | [1] | $ 4,695 | 4,695 |
Loan payable issued October 13, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable current portion | $ 13,337 | 13,337 | |
Loan payable issued December 10, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable current portion | 655,594 | ||
Current portion of PPP Loans [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | [2] | 1.00% | |
Loans payable current portion | [2] | $ 41,312 | 7,533 |
Current portion of Bounce Back Loans [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | [2] | 1.00% | |
Loans payable current portion | [2] | $ 13,005 | |
Loan payable issued December 10, 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Simple Interest Rate | 2.00% | ||
Loans payable current portion | $ 1,618,443 | ||
[1] | These loans are denominated in currencies other than USD. | ||
[2] | See Loans Payable, Non-Current Portion for a description of the PPP Loans and the Bounce Back Loans. |
Loans Payable (Details) - Sch_3
Loans Payable (Details) - Schedule of non-current loans payable - USD ($) | Jun. 12, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Loans Payable (Details) - Schedule of non-current loans payable [Line Items] | |||
Loans payable Non current portion | $ 102,482 | $ 121,296 | |
Maturity date | Aug. 31, 2021 | ||
Less: Current portions of BBLS/PPP loans, respectively (see above) | (54,317) | (7,533) | |
Non-current portion | $ 48,165 | 113,763 | |
PPP loan payable issued May 5, 2020 [Member] | |||
Loans Payable (Details) - Schedule of non-current loans payable [Line Items] | |||
Simple interest rate | 1.00% | ||
Loans payable Non current portion | $ 41,312 | 51,051 | |
Maturity date | May 4, 2022 | ||
PPP loan payable issued April 24, 2020 [Member] | |||
Loans Payable (Details) - Schedule of non-current loans payable [Line Items] | |||
Simple interest rate | 1.00% | ||
Loans payable Non current portion | 2,000 | ||
Maturity date | Apr. 23, 2022 | ||
BBLS loan payable issued June 10, 2020 [Member] | |||
Loans Payable (Details) - Schedule of non-current loans payable [Line Items] | |||
Simple interest rate | 2.50% | ||
Loans payable Non current portion | $ 61,170 | $ 68,245 | |
Maturity date | Jun. 10, 2026 |
Loans Payable (Details) - Sch_4
Loans Payable (Details) - Schedule of related party loans payable - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Related Party Transaction [Line Items] | |||
Loans payable, related parties | $ 81,277 | $ 513,082 | |
Loan payable issued September 18, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 50,000 | 50,000 | |
Loan payable issued October 8, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 0.00% | ||
Loans payable, related parties | $ 4,000 | 4,000 | |
Loan payable issued October 20, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | 81,463 | |
Loan payable issued October 28, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | 7,088 | |
Loan payable issued October 29, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | 40,000 | ||
Loan payable issued October 29, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | 10,000 | ||
Loan payable issued November 27, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | 20,515 | |
Loan payable issued December 11, 2019 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | 10,342 | ||
Loan payable issued January 14, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | 4,726 | ||
Loan payable issued January 20, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | 137,382 | ||
Loan payable issued January 30, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | 7,088 | |
Loan payable issued February 5, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 3,500 | 3,500 | |
Loan payable issued February 28, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | 19,261 | |
Loan payable issued March 31, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 4,537 | 4,537 | |
Loan payable issued April 2, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | 1,871 | ||
Loan payable issued April 2, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | 1,564 | ||
Loan payable issued April 13, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | 12,875 | ||
Loan payable issued April 13, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | 12,905 | ||
Loan payable issued April 27, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | 7,962 | |
Loan payable issued May 19, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | 2,152 | ||
Loan payable issued May 30, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | 7,962 | |
Loan payable issued May 30, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | 7,890 | ||
Loan payable issued June 17, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 485 | 485 | |
Loan payable issued July 15, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | $ 5,503 | 5,503 | |
Loan payable issued August 25, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | 9,162 | |
Loan payable issued October 8, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 8,708 | 8,796 |
Loan payable issued October 15, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | 8.00% | ||
Loans payable, related parties | 10,094 | ||
Loan payable issued October 14, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 4,544 | 4,544 |
Loan payable issued October 1, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | 10,253 | |
Loan payable issued November 4, 2020 [Member] | |||
Related Party Transaction [Line Items] | |||
Simple Interest Rate | [1] | 8.00% | |
Loans payable, related parties | [1] | $ 9,162 | |
[1] | These loans are denominated in currencies other than USD. |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2021 | Jul. 29, 2021 | Mar. 03, 2021 | Feb. 10, 2021 | Nov. 06, 2020 | Oct. 07, 2020 | Sep. 08, 2020 | Jul. 07, 2020 | Jun. 12, 2020 | Jan. 13, 2020 | Jan. 03, 2020 | Aug. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Feb. 19, 2021 | Dec. 31, 2020 | Nov. 25, 2020 | Jun. 29, 2020 | Dec. 27, 2019 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 12, 2021 | Mar. 31, 2021 | Nov. 15, 2019 | Jul. 25, 2019 |
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Debt amount | $ 150,000 | ||||||||||||||||||||||||||
Trading volume percentage | 5.00% | ||||||||||||||||||||||||||
Amortization of debt discount | $ 356,179 | ||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 2 | ||||||||||||||||||||||||||
Shares authorized (in Shares) | 1,823,275 | ||||||||||||||||||||||||||
Unissued common stock (in Shares) | 114,584 | ||||||||||||||||||||||||||
Convertible promissory note, description | However, the Dominion Convertible Promissory Notes provided that the aggregate number of shares of common stock issued to the Dominion under the Dominion Convertible Promissory Notes shall not exceed 4.99% of the total number of shares of common stock outstanding as of the closing date unless the Company obtains stockholder approval of the issuance (the “the Beneficial Ownership Limitation”). Dominion, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Dominion Convertible Promissory Notes held by Dominion. | ||||||||||||||||||||||||||
Interest expenses | $ 1,120,000 | ||||||||||||||||||||||||||
Interest expense | $ 25,433 | $ 184,576 | |||||||||||||||||||||||||
Secured convertible promissory note | $ 1,111,111 | $ 1,657,522 | |||||||||||||||||||||||||
Secured convertible promissory note, percentage | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||||
Senior secured convertible promissory note | $ 138,889 | $ 1,200,000 | |||||||||||||||||||||||||
Senior secured convertible promissory note, percentage | 10.00% | 10.00% | |||||||||||||||||||||||||
Shares of common stock (in Shares) | 467,123 | 150,000 | 100,000 | 250,000 | 150,000 | 1,519,628 | 467,123 | 1,519,628 | |||||||||||||||||||
Amortized interest expense | $ 800,421 | ||||||||||||||||||||||||||
Maturity date | Aug. 31, 2021 | ||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 5.28 | ||||||||||||||||||||||||||
Common stock outstanding, percentage | 4.99% | ||||||||||||||||||||||||||
Notice period | Kingsbrook, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Kingsbrook Convertible Promissory Notes held by Kingsbrook. | ||||||||||||||||||||||||||
Conversion price period | On November 25, 2020, the Company entered into an amended agreement with Dominion, and Alpha to amend the secured convertible promissory notes in the original aggregate principal amount of $4,713,078 (after giving effect to a 10% original issue discount) that the Company issued pursuant to a purchase agreement (the “Notes”) so that the fixed conversion price of the Notes, during the 90 day period following November 6, 2020, shall be equal to the lower of: (A) ninety-six percent (96%) of the lowest volume weighted average price of the common stock of the Company on the NASDAQ Capital Market during the five trading day period ending on the trading day immediately prior to the applicable conversion date and (B) $5.28; provided, that in no event shall the fixed conversion price be lower than $2.00 (in each case, as appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the number of shares of common stock prior to such date). | ||||||||||||||||||||||||||
Aggregate principal amount of convertible debt | $ 4,713,078 | ||||||||||||||||||||||||||
Original issue discount | 10.00% | ||||||||||||||||||||||||||
Discounted note conversion price | 96.00% | 60.00% | |||||||||||||||||||||||||
Aggregate net carrying value of debt | $ 5,932,778 | ||||||||||||||||||||||||||
Net carrying value of debt | 2,880,524 | ||||||||||||||||||||||||||
Loss on extinguishment | $ 3,052,254 | $ (9,737) | $ (2,580,655) | ||||||||||||||||||||||||
Fair value of common stock from note conversions | $ 3,441,924 | 3,441,924 | |||||||||||||||||||||||||
Accrued interest | $ 105,850 | $ 12,452 | $ 66,633 | $ 279,291 | $ 66,633 | $ 105,850 | 279,291 | ||||||||||||||||||||
Aggregate principal balance | $ 1,234,333 | 1,234,333 | |||||||||||||||||||||||||
Fair value amount | $ 1,941,124 | ||||||||||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||||||||
Additional shares (in Shares) | 25,000 | ||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 7.07 | ||||||||||||||||||||||||||
Share warrants aggregate value | $ 1,156,177 | ||||||||||||||||||||||||||
Aggregate carrying value | $ 1,109,008 | ||||||||||||||||||||||||||
Securities offered in settlement and the carrying value of the liabilities | $ 47,169 | ||||||||||||||||||||||||||
Fair value of the common stock | 1,060,500 | ||||||||||||||||||||||||||
Fair value of the alpha warrant | 95,677 | ||||||||||||||||||||||||||
Interest rate | 15.00% | ||||||||||||||||||||||||||
Interest rate, description | In the event of an event of default: a) the Company is required to notify the holders of these notes (the “Holders”) within one business day of any such occurrence; b) the interest rate increases to 18% per annum; and c) the Holder may require the Company to redeem any or all of the outstanding principal and interest together with a 25% premium. | ||||||||||||||||||||||||||
Convertible note conversion price (in Dollars per share) | $ 4.23 | ||||||||||||||||||||||||||
Share price of common stock or securities (in Dollars per share) | $ 4.23 | ||||||||||||||||||||||||||
Senior secured notes, description | the Company and holders of a series of Senior Secured Notes (the “Senior Notes”) agreed to exchange the Senior Notes for new Senior Secured Notes (the “Amended Senior Notes”) with amended terms (the “Senior Note Amendments”). Pursuant to the Amended Senior Notes, the note holders waived all events of default associated with the Senior Notes and the aggregate principal amount and accrued interest of $1,282,205 and $6,411, respectively, was converted to principal in the aggregate amount of $1,846,052 (consisting of $1,282,205 of the outstanding principal of the Senior Notes, $6,411 of accrued interest reclassified to principal, $200,000 of restructuring fees and $357,436 of redemption premiums), of which $186,988 and $935, of aggregate principal and accrued interest, respectively, owed to the former Chief Executive Officer and a director of the Company, was converted to principal in the aggregate amount of $239,320 (consisting of $186,988 of the outstanding principal of the Senior Notes, $935 of accrued interest reclassified to principal and $51,396 of redemption premiums). See above in Note 11 – Convertible Notes Payable for a table displaying the impact of the increase in the principal under the column titled Amendment to Senior Note and Bridge Notes.The Company accounted for the amendment to the Senior Notes as note extinguishments, since the present value of future cash flows under the Amended Senior Notes was substantially different than the future cash flows under the Senior Notes. Accordingly, the Company recognized a loss on extinguishment of $886,736, consisting of the issuance of the Amended Senior Note in the aggregate principal amount of $1,846,052, partially offset by the derecognition of the aggregate carrying amount of the extinguished Senior Notes of $1,288,616, plus the immediately recognized beneficial conversion feature of $329,300 arising from the modified conversion terms of the Amended Senior Notes. The Amended Senior Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries and are secured by: a) the Company’s equity interests in its subsidiaries; b) guarantees issued by those subsidiaries; and c) assets of those subsidiaries. The Amended Senior Notes were convertible into common stock of the Company at any time following issuance until maturity and automatically convert into common stock of the Company immediately prior to the occurrence of the Business Combination, in either event, at a conversion price of $4.23 per share. If the Company issues any shares of its common stock, or securities that are effectively common stock equivalents, prior to the Business Combination at a price of less than $4.23 per share, then the conversion price per share would be adjusted to the price at which those common shares (or equivalents) were issued. The Amended Senior Notes bear interest at a rate of 15% per annum and matured in February 2020. On June 12, 2020, the Company entered into an additional amendment with each noteholder to extend the maturity dates from February 2020 to August 2021. Unpaid interest is reclassified to the principal on a monthly basis. In the event of default: a) the Company is required to notify the holders of these notes within one business day of any such occurrence; b) the interest rate increases to 18% per annum; and c) the holder may require the Company to redeem any or all of the outstanding principal and interest together with a 25% premium. | ||||||||||||||||||||||||||
Aggregate principal amount | $ 432,699 | ||||||||||||||||||||||||||
KBL investors, description | the Company, KBL, certain investors (the “Purchasers”) and the holder (the “Initial Purchaser”) of an Amended Senior Note in the aggregate principal and interest amount of $1,528,360 (consisting of principal of $1,510,113 and accrued interest payable of $18,247) entered into a Securities Purchase Agreement pursuant to which (i) the Amended Senior Note was extinguished, and (ii) KBL sold to the Purchasers a secured promissory note which is secured by the intellectual property of the Company. Such transaction closed on June 29, 2020. See above in Note 11 – Convertible Notes Payable for a table displaying the impact of extinguishing the aforementioned $1,510,113 of principal under the column titled Amendment to Senior Note and Bridge Notes. Concurrent with the transaction, on June 12, 2020, the Company, KBL, the Purchasers and Kingsbrook entered into a guaranty agreement pursuant to which the Company is a guarantor to the notes issued by KBL to the Purchasers and Kingsbrook. As of September 30, 2020, the Company determined that contingent payments under the guaranty agreement were not probable.Additionally, in connection with the Securities Purchase Agreement, the Company issued the Initial Purchaser a non-convertible loan payable in the principal amount of $150,000 which bears interest at a rate of 15% per annum, payable at maturity. The note matures on August 31, 2021 (see Note 10 - Loans Payable). | ||||||||||||||||||||||||||
Loan cash for an aggregate | 162,452 | ||||||||||||||||||||||||||
Principal amount | $ 150,000 | ||||||||||||||||||||||||||
Bridge notes issued | $ 82,500 | 250,000 | |||||||||||||||||||||||||
Aggregate outstanding principal of convertible notes | $ 332,500 | ||||||||||||||||||||||||||
KBL commons stock (in Shares) | 17,500,000 | ||||||||||||||||||||||||||
Conversion price of convertible debt (in Dollars per share) | $ 4.23 | $ 4.23 | $ 6 | ||||||||||||||||||||||||
Bridge notes interest rate | 15.00% | 15.00% | |||||||||||||||||||||||||
Percentage of increase in principal | 10.00% | 10.00% | |||||||||||||||||||||||||
Multiplier of PIPE Share Price to Determine Conversion Price (in Dollars per share) | $ 0.6 | $ 0.6 | |||||||||||||||||||||||||
Percentage of amendment or modification in cash flows | 10.00% | ||||||||||||||||||||||||||
Converted an aggregate | $ 432,384 | $ 432,384 | |||||||||||||||||||||||||
Aggregate of shares of common stock (in Shares) | 158,383 | 158,383 | |||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 2.73 | $ 2.73 | |||||||||||||||||||||||||
180 LP convertible notes, description | In connection with the Reorganization, the Company assumed $270,000 of debt related to convertible notes payable (the “Notes”), of which $10,000 is owed to the former Chief Executive Officer of 180 LP and $260,000 is owed to a founder and director of the Company. Principal of $160,000 due under the Notes accrues interest at a rate of 5.0% per annum and principal of $110,000, accrues interest at 2.5% per annum. Interest is compounded annually. Effective upon the closing of the first issuance of convertible preferred units (or units with similar rights) with proceeds of at least $1,000,000 (the “Qualified Financing”), all of the outstanding principal and interest under these Notes will automatically be converted into other equity interests of the Company of the same class issued to other investors in the Qualified Financing, at a conversion price equal to 80% of the price per unit of the Qualified Financing securities paid by the other investors. The Notes contain contingent beneficial conversion features, which will be accounted for at the time the conversion price is known, and the contingency is resolved. | ||||||||||||||||||||||||||
Principal amount | $ 10,000 | 260,000 | |||||||||||||||||||||||||
Accrued interest | $ 1,873 | $ 96,208 | |||||||||||||||||||||||||
Converted into common stock (in Shares) | 59,368 | ||||||||||||||||||||||||||
Interest expense on convertible debt | $ 109,767 | 915,371 | |||||||||||||||||||||||||
Notes Related Parties | 42,529 | 32,452 | |||||||||||||||||||||||||
Interest expense on related party convertible debt | 0 | 228,099 | |||||||||||||||||||||||||
Related party interest capitalized to principal | 0 | 34,760 | |||||||||||||||||||||||||
Interest on convertible notes accrued interest | 0 | 182,181 | |||||||||||||||||||||||||
Fixed-price Contract [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 5.28 | ||||||||||||||||||||||||||
Business Combination [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Amortized interest expense | $ 685,615 | ||||||||||||||||||||||||||
Kingsbrook Convertible Promissory Note [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Annual interest rate | 10.00% | ||||||||||||||||||||||||||
Interest rate increase | 15.00% | ||||||||||||||||||||||||||
Interest expense | $ 10,010 | 61,315 | |||||||||||||||||||||||||
Accrued interest on convertible debt | 0 | ||||||||||||||||||||||||||
Maturity date | Feb. 11, 2021 | ||||||||||||||||||||||||||
Amortization of debt discount | 127,228 | ||||||||||||||||||||||||||
Loss on extinguishment | $ 73,647 | (45,132) | |||||||||||||||||||||||||
Alpha Convertible Promissory Note [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Amortization of debt discount | 94,787 | ||||||||||||||||||||||||||
Annual interest rate | 10.00% | ||||||||||||||||||||||||||
Interest rate increase | 15.00% | ||||||||||||||||||||||||||
Interest expense | $ 58,510 | 28,962 | |||||||||||||||||||||||||
Accrued interest on convertible debt | 47,504 | ||||||||||||||||||||||||||
Maturity date | Apr. 7, 2021 | ||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 5.28 | ||||||||||||||||||||||||||
Common stock outstanding, percentage | 4.99% | ||||||||||||||||||||||||||
Notice period | Alpha, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation; provided, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Alpha Convertible Promissory Note held by Alpha. | ||||||||||||||||||||||||||
Beneficial Ownership Limitation [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Common stock outstanding, percentage | 9.99% | ||||||||||||||||||||||||||
Secured Convertible Notes [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Percentage of debt carrying value | 10.00% | ||||||||||||||||||||||||||
Alpha Capital Note [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Aggregate carrying value | $ 1,156,177 | ||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Interest expense on related party convertible debt | $ 0 | 124,833 | |||||||||||||||||||||||||
KBL Convertible [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Convertible promissory note, description | KBL entered into a $1,666,667 10% Secured Convertible Promissory Note and $138,889 10% Senior Secured Convertible Extension Promissory Note (together the “Dominion Convertible Promissory Notes”) with Dominion Capital LLC (“Dominion”), which was issued to Dominion in conjunction with 400,000 shares of common stock (the “Dominion Commitment Shares”). In conjunction with the transaction, KBL entered into a series of Leak Out Agreements in which certain parities agreed that they would not sell, dispose or otherwise transfer, in aggregate more than 5% of the composite daily trading volume of the common stock of KBL. Pursuant to the Leak-Out Agreement between the KBL and Caravel CAD Fund Ltd., KBL issued 404,245 restricted shares of common stock (“Leak-Out Shares”). | ||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Senior secured convertible promissory note | 175,000 | ||||||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Senior secured convertible promissory note | $ 175,000 | ||||||||||||||||||||||||||
Amended Senior Notes [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Aggregate principal amount | $ 1,661,136 | ||||||||||||||||||||||||||
Senior Subordinated Notes [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Amended senior note (in Shares) | 404,265 | ||||||||||||||||||||||||||
Percentage of daily trading volume | 5.00% | ||||||||||||||||||||||||||
Conversion of Senior Notes at Close of Business Combination [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Business combination, description | On November 6, 2020, upon the consummation of the Business Combination, the Company issued 482,894 shares of common stock, par value $0.0001, to the holders of the Senior Notes, as a result of the automatic conversion of promissory notes in the principal amount of about $2,039,539 and accrued interest of $77,779, or an aggregate of $2,117,318, as per the closing of the Merger pursuant to the Business Combination Agreement, dated as of July 25, 2019, by and among the Company, KBL Merger Sub, Inc., 180 Life Corp., Katexco Pharmaceuticals Corp., CannBioRex Pharmaceuticals Corp., 180 Therapeutics L.P. and Lawrence Pemble in his capacity as stockholder representative. | ||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 2.45 | $ 2 | |||||||||||||||||||||||||
Minimum [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 2.45 | ||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 3.29 | $ 2.31 | |||||||||||||||||||||||||
Maximum [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 3.29 | ||||||||||||||||||||||||||
Dominion Capital LLC [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 400,000 | ||||||||||||||||||||||||||
Restricted shares issued (in Shares) | 404,245 | ||||||||||||||||||||||||||
Amortization of debt discount | $ 722,996 | ||||||||||||||||||||||||||
Annual interest rate | 10.00% | ||||||||||||||||||||||||||
Interest rate increase | 15.00% | ||||||||||||||||||||||||||
Guaranteed interest percentage | 10.00% | ||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 5.28 | ||||||||||||||||||||||||||
Shares authorized (in Shares) | 868,056 | ||||||||||||||||||||||||||
Unissued common stock (in Shares) | 114,584 | ||||||||||||||||||||||||||
Interest expenses | $ 31,080 | ||||||||||||||||||||||||||
Dominion Capital LLC [Member] | Dominion Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Amortization of debt discount | 134,164 | ||||||||||||||||||||||||||
Dominion Capital LLC [Member] | Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Debt amount | $ 1,666,667 | ||||||||||||||||||||||||||
Debt instrument percentage | 10.00% | ||||||||||||||||||||||||||
Dominion Capital LLC [Member] | Senior Secured Convertible Promissory Note [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Debt amount | $ 138,889 | ||||||||||||||||||||||||||
Debt instrument percentage | 10.00% | ||||||||||||||||||||||||||
Dominion Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Accrued interest on convertible debt | 52,254 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 2,564,000 | ||||||||||||||||||||||||||
Common stock outstanding, percentage | 9.99% | ||||||||||||||||||||||||||
Intangible Assets, Amortization Period [Member] | Dominion Capital LLC [Member] | |||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||
Interest expense | $ 77,067 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Dominion Convertible Promissory Note [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Jun. 12, 2020 | Jun. 12, 2020 | |
Maturity Date (as amended, if applicable) | Feb. 11, 2021 | Feb. 11, 2021 | |
01/01/21 Principal Balance | $ 833,334 | ||
Impact of Extinguishment | $ 588,832 | ||
Conversions to Common Stock (in Shares) | (833,334) | (972,222) | |
Common Shares Issued | $ 338,393 | ||
12/31/21 Principal Balance | $ 833,334 | ||
Debt Issued | 1,805,556 | ||
Debt Discount | (722,966) | ||
Amortization of Debt Discount | $ 134,134 | ||
Kingsbrook Convertible Promissory Note [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Jun. 12, 2020 | Jun. 12, 2020 | |
Maturity Date (as amended, if applicable) | Feb. 11, 2021 | Feb. 11, 2021 | |
01/01/21 Principal Balance | $ 101,000 | ||
Impact of Extinguishment | $ 558,388 | ||
Conversions to Common Stock (in Shares) | (101,000) | (1,695,411) | |
Common Shares Issued | $ 33,770 | ||
12/31/21 Principal Balance | $ 101,000 | ||
Debt Issued | 1,796,411 | ||
Debt Discount | (685,615) | ||
Amortization of Debt Discount | $ 127,227 | ||
Alpha Capital Convertible Promissory Note [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Jun. 12, 2020 | Jun. 12, 2020 | |
Maturity Date (as amended, if applicable) | Feb. 11, 2021 | Feb. 11, 2021 | |
01/01/21 Principal Balance | $ 616,111 | ||
Impact of Extinguishment | $ (316,111) | $ 705,635 | |
Conversions to Common Stock (in Shares) | (300,000) | (495,000) | |
Common Shares Issued | $ 94,960 | ||
12/31/21 Principal Balance | $ 616,111 | ||
Debt Issued | 1,111,111 | ||
Debt Discount | (800,421) | ||
Amortization of Debt Discount | 94,786 | ||
Bridge Note One [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Dec. 27, 2019 | ||
Maturity Date (as amended, if applicable) | Aug. 28, 2021 | ||
01/01/21 Principal Balance | $ 365,750 | ||
Impact of Extinguishment | |||
Conversions to Common Stock (in Shares) | (365,750) | ||
Common Shares Issued | $ 158,383 | ||
12/31/21 Principal Balance | 365,750 | ||
Convertible Debt [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
01/01/21 Principal Balance | 1,916,195 | 2,736,946 | |
Impact of Extinguishment | $ (316,111) | $ 1,852,855 | |
Conversions to Common Stock (in Shares) | (1,600,084) | (4,931,412) | |
Common Shares Issued | $ 625,506 | ||
12/31/21 Principal Balance | $ 1,916,195 | ||
Debt Issued | 4,795,578 | ||
Debt Discount | (2,209,002) | ||
Amortization of Debt Discount | $ 356,147 | ||
Amended Senior Note [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Jul. 25, 2019 | ||
Maturity Date (as amended, if applicable) | Aug. 28, 2021 | ||
01/01/21 Principal Balance | $ 1,405,695 | ||
Impact of Extinguishment | |||
Conversions to Common Stock (in Shares) | |||
12/31/21 Principal Balance | |||
Debt Issued | |||
Debt Discount | |||
Amortization of Debt Discount | |||
Amended Senior Note One [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | [1] | Jul. 25, 2019 | |
Maturity Date (as amended, if applicable) | [1] | Aug. 28, 2021 | |
01/01/21 Principal Balance | [1] | $ 1,081,251 | |
Impact of Extinguishment | [1] | ||
Conversions to Common Stock (in Shares) | [1] | (1,768,779) | |
12/31/21 Principal Balance | [1] | ||
Debt Issued | [1] | ||
Debt Discount | [1] | ||
Amortization of Debt Discount | [1] | ||
Bridge Note Two [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Dec. 27, 2019 | ||
Maturity Date (as amended, if applicable) | Aug. 28, 2021 | ||
01/01/21 Principal Balance | 275,000 | $ 250,000 | |
Impact of Extinguishment | |||
Conversions to Common Stock (in Shares) | |||
12/31/21 Principal Balance | $ 275,000 | ||
Debt Issued | |||
Debt Discount | |||
Amortization of Debt Discount | |||
Bridge Note Three [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable activity [Line Items] | |||
Effective Date | Jan. 3, 2020 | ||
Maturity Date (as amended, if applicable) | Aug. 28, 2021 | ||
01/01/21 Principal Balance | $ 90,750 | ||
Impact of Extinguishment | |||
Conversions to Common Stock (in Shares) | |||
12/31/21 Principal Balance | $ 90,750 | ||
Debt Issued | 82,500 | ||
Debt Discount | |||
Amortization of Debt Discount | |||
[1] | See Note 10 - Convertible Notes Payable - Extinguishment of Senior Note and Issuance of New Note for additional details. |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
180 LP Convertible Note [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |||
Effective Date | Sep. 24, 2013 | Sep. 24, 2013 | |
Maturity Date (as amended, if applicable) | Sep. 25, 2015 | Sep. 25, 2015 | |
Opening Principal Balance | $ 160,000 | $ 160,000 | |
Debt Issued | |||
Unpaid Interest Capitalized to Principal | |||
Settlement Debt | |||
Conversions to Common Stock | (160,000) | ||
Ending Principal Balance | 160,000 | ||
Amendment to Senior Notes | |||
180 LP Convertible Note two [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |||
Effective Date | Jun. 16, 2014 | Jun. 16, 2014 | |
Maturity Date (as amended, if applicable) | Jun. 16, 2017 | Jun. 16, 2017 | |
Opening Principal Balance | $ 10,000 | $ 10,000 | |
Debt Issued | |||
Unpaid Interest Capitalized to Principal | |||
Settlement Debt | (10,000) | ||
Conversions to Common Stock | |||
Ending Principal Balance | 10,000 | ||
Amendment to Senior Notes | |||
180 LP Convertible Note three [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |||
Effective Date | Jul. 8, 2014 | Jul. 8, 2014 | |
Maturity Date (as amended, if applicable) | Jul. 8, 2017 | Jul. 8, 2017 | |
Opening Principal Balance | $ 100,000 | $ 100,000 | |
Debt Issued | |||
Unpaid Interest Capitalized to Principal | |||
Settlement Debt | |||
Conversions to Common Stock | (100,000) | ||
Ending Principal Balance | 100,000 | ||
Amendment to Senior Notes | |||
Debt total [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |||
Opening Principal Balance | 270,000 | 454,604 | |
Debt Issued | |||
Unpaid Interest Capitalized to Principal | 34,760 | ||
Settlement Debt | (10,000) | ||
Conversions to Common Stock | (260,000) | (270,760) | |
Ending Principal Balance | 270,000 | ||
Amendment to Senior Notes | $ 51,396 | ||
Amended Senior Notes [Member] | |||
Convertible Notes Payable (Details) - Schedule of convertible notes payable related parties [Line Items] | |||
Effective Date | [1] | Jul. 25, 2019 | |
Maturity Date (as amended, if applicable) | [1] | Aug. 28, 2021 | |
Opening Principal Balance | [1] | $ 184,604 | |
Debt Issued | [1] | ||
Unpaid Interest Capitalized to Principal | [1] | 34,760 | |
Conversions to Common Stock | [1] | (270,760) | |
Ending Principal Balance | [1] | ||
Amendment to Senior Notes | [1] | $ 51,396 | |
[1] | See Note 10 - Convertible Notes Payable - Extinguishment of Senior Note and Issuance of New Note for additional details. |
Convertible Notes Payable (De_4
Convertible Notes Payable (Details) - Schedule of convertible promissory notes - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Dominion [Member] | ||
Convertible Notes Payable (Details) - Schedule of convertible promissory notes [Line Items] | ||
Principal, Balance at Beginning | $ 833,334 | |
Debt Discount, Balance at Beginning | ||
Net, Balance at Beginning | 833,334 | |
Principal, Balance at Ending | 833,334 | |
Debt Discount, Balance at Ending | ||
Net, Balance at Ending | 833,334 | |
Principal, Assumption of Note | 1,805,556 | |
Debt Discount, Assumption of Note | ||
Net, Assumption of Note | 1,805,556 | |
Principal, Debt discount at assumption | ||
Debt Discount, Debt discount at assumption | (722,966) | |
Net, Debt discount at assumption | (722,966) | |
Principal, Amortization of debt discount | ||
Debt Discount, Amortization of debt discount | 134,134 | |
Net, Amortization of debt discount | 134,134 | |
Principal, Impact of extinguishment | ||
Debt Discount, Impact of extinguishment | 588,832 | |
Net, Impact of extinguishment | 588,832 | |
Principal, Impact of conversion | (833,334) | (972,222) |
Debt Discount, Impact of conversion | ||
Net, Impact of conversion | (833,334) | (972,222) |
Kingsbrook [Member] | ||
Convertible Notes Payable (Details) - Schedule of convertible promissory notes [Line Items] | ||
Principal, Balance at Beginning | 101,000 | |
Debt Discount, Balance at Beginning | ||
Net, Balance at Beginning | 101,000 | |
Principal, Balance at Ending | 101,000 | |
Debt Discount, Balance at Ending | ||
Net, Balance at Ending | 101,000 | |
Principal, Assumption of Note | 1,796,411 | |
Debt Discount, Assumption of Note | ||
Net, Assumption of Note | 1,796,411 | |
Principal, Debt discount at assumption | ||
Debt Discount, Debt discount at assumption | (685,615) | |
Net, Debt discount at assumption | (685,615) | |
Principal, Amortization of debt discount | ||
Debt Discount, Amortization of debt discount | 127,227 | |
Net, Amortization of debt discount | 127,227 | |
Principal, Impact of extinguishment | ||
Debt Discount, Impact of extinguishment | 558,388 | |
Net, Impact of extinguishment | 558,388 | |
Principal, Impact of conversion | (101,000) | (1,695,411) |
Debt Discount, Impact of conversion | ||
Net, Impact of conversion | (101,000) | (1,695,411) |
Alpha [Member] | ||
Convertible Notes Payable (Details) - Schedule of convertible promissory notes [Line Items] | ||
Principal, Balance at Beginning | 616,111 | |
Debt Discount, Balance at Beginning | ||
Net, Balance at Beginning | 616,111 | |
Principal, Balance at Ending | 616,111 | |
Debt Discount, Balance at Ending | ||
Net, Balance at Ending | 616,111 | |
Principal, Assumption of Note | 1,111,111 | |
Debt Discount, Assumption of Note | ||
Net, Assumption of Note | 1,111,111 | |
Principal, Debt discount at assumption | ||
Debt Discount, Debt discount at assumption | (800,421) | |
Net, Debt discount at assumption | (800,421) | |
Principal, Amortization of debt discount | ||
Debt Discount, Amortization of debt discount | 94,786 | |
Net, Amortization of debt discount | 94,786 | |
Principal, Impact of extinguishment | (316,111) | |
Debt Discount, Impact of extinguishment | 705,635 | |
Net, Impact of extinguishment | (316,111) | 705,635 |
Principal, Impact of conversion | (300,000) | (495,000) |
Debt Discount, Impact of conversion | ||
Net, Impact of conversion | $ (300,000) | $ (495,000) |
Convertible Notes Payable (De_5
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Dominion Convertible Promissory Note [Member] | ||
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes [Line Items] | ||
Principal Balance Converted | $ 833,333 | $ 972,222 |
Interest Converted | 83,333 | 97,222 |
Derivative Liabilities Converted | 133,033 | 201,216 |
Total Amount Converted | $ 1,049,700 | $ 1,270,660 |
Common Shares Issued (in Shares) | 338,393 | 464,287 |
Fair Value of Shares Issued | $ 1,255,037 | $ 1,275,525 |
Loss on Extinguishment of Convertible Notes | (205,337) | 4,865 |
Kingsbrook Convertible Promissory Note [Member] | ||
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes [Line Items] | ||
Principal Balance Converted | 101,000 | 1,695,411 |
Interest Converted | 10,100 | 169,541 |
Derivative Liabilities Converted | 136,800 | 378,335 |
Total Amount Converted | $ 247,900 | $ 2,243,287 |
Common Shares Issued (in Shares) | 33,770 | 816,769 |
Fair Value of Shares Issued | $ 174,253 | $ 2,198,155 |
Loss on Extinguishment of Convertible Notes | 73,647 | (45,132) |
Alpha Capital Convertible Promissory Note [Member] | ||
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes [Line Items] | ||
Principal Balance Converted | 300,000 | 495,000 |
Interest Converted | 12,417 | 12,528 |
Derivative Liabilities Converted | 321,370 | 123,485 |
Total Amount Converted | $ 633,787 | $ 631,013 |
Common Shares Issued (in Shares) | 94,960 | 238,572 |
Fair Value of Shares Issued | $ 511,834 | $ 691,304 |
Loss on Extinguishment of Convertible Notes | 121,953 | 60,291 |
Total [Member] | ||
Convertible Notes Payable (Details) - Schedule of secured convertible promissory notes [Line Items] | ||
Principal Balance Converted | 1,234,333 | 3,162,633 |
Interest Converted | 105,850 | 279,291 |
Derivative Liabilities Converted | 591,203 | 703,036 |
Total Amount Converted | $ 1,931,387 | $ 4,144,960 |
Common Shares Issued (in Shares) | 467,123 | 1,519,628 |
Fair Value of Shares Issued | $ 1,941,124 | $ 4,164,984 |
Loss on Extinguishment of Convertible Notes | $ (9,737) | $ 20,024 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Nov. 02, 2021USD ($) | Nov. 02, 2021GBP (£) | Nov. 11, 2020 | Jul. 01, 2020 | Nov. 11, 2019USD ($) | Mar. 14, 2019USD ($) | Jun. 07, 2018USD ($) | May 13, 2018USD ($) | Nov. 22, 2021 | Oct. 29, 2021USD ($)shares | Aug. 27, 2021USD ($)shares | Apr. 29, 2021USD ($) | Mar. 30, 2021shares | Feb. 25, 2021USD ($) | Feb. 17, 2020USD ($) | Feb. 17, 2020GBP (£) | Sep. 27, 2019USD ($) | Sep. 27, 2019GBP (£) | Mar. 22, 2019USD ($) | Feb. 26, 2019USD ($) | Sep. 18, 2018 | Aug. 20, 2018shares | Jul. 25, 2018USD ($) | Oct. 17, 2017USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2021GBP (£) | Dec. 31, 2021CAD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2020GBP (£) | Dec. 31, 2019USD ($) | Nov. 02, 2021GBP (£) | Sep. 30, 2021shares | Sep. 03, 2021USD ($) | Sep. 03, 2021GBP (£) | Jul. 31, 2021shares | Feb. 18, 2021USD ($) | Feb. 18, 2021GBP (£) | Nov. 06, 2020shares | Sep. 08, 2020shares | Jun. 12, 2020shares | Feb. 17, 2020GBP (£) | Jan. 01, 2020USD ($) | Oct. 17, 2018USD ($) | May 08, 2018USD ($) |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Legal expenses | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | 371,178 | |||||||||||||||||||||||||||||||||||||||||||
Additional amount | 300,000 | |||||||||||||||||||||||||||||||||||||||||||
Interest accruing | 6,776,686 | |||||||||||||||||||||||||||||||||||||||||||
Shares issued to settle transaction fee (in Shares) | shares | 1,519,628 | 467,123 | 150,000 | 150,000 | 100,000 | 250,000 | ||||||||||||||||||||||||||||||||||||||
Settlement paying amount | 200,000 | |||||||||||||||||||||||||||||||||||||||||||
Commitments combined amount | 3,460,584 | $ 4,395,000 | ||||||||||||||||||||||||||||||||||||||||||
Additional sum of amount | 2,721,036 | |||||||||||||||||||||||||||||||||||||||||||
Common stock to EarlyBird valued | $ 1,973,250 | |||||||||||||||||||||||||||||||||||||||||||
Accounts payable | $ 48,908 | |||||||||||||||||||||||||||||||||||||||||||
Accrued expenses | 370,000 | |||||||||||||||||||||||||||||||||||||||||||
Research and development expenses | $ 443,151 | 442,453 | ||||||||||||||||||||||||||||||||||||||||||
Agreement period | 20 years | 2 years | 2 years | 2 years | ||||||||||||||||||||||||||||||||||||||||
Research and development expenses | $ 2,947,536 | 75,633 | ||||||||||||||||||||||||||||||||||||||||||
Recorded interest expense | 0 | |||||||||||||||||||||||||||||||||||||||||||
Account payable | 586,611 | 8,529,259 | ||||||||||||||||||||||||||||||||||||||||||
Accrued expense | 49,755 | 14,418 | ||||||||||||||||||||||||||||||||||||||||||
Payment of first milestone | $ 97,900 | £ 70,546 | ||||||||||||||||||||||||||||||||||||||||||
Past patent costs | $ 66,223 | £ 49,207 | ||||||||||||||||||||||||||||||||||||||||||
Initial License fee | 13,458 | £ 10,000 | ||||||||||||||||||||||||||||||||||||||||||
Annual maintenance fee | $ 4,037 | £ 3,000 | ||||||||||||||||||||||||||||||||||||||||||
Common shares (in Shares) | shares | 9,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Rent | $ 5,801 | £ 4,250 | ||||||||||||||||||||||||||||||||||||||||||
Total lease commitment | $ 83,532 | £ 61,200 | ||||||||||||||||||||||||||||||||||||||||||
Security deposit | $ 6,961 | £ 5,100 | ||||||||||||||||||||||||||||||||||||||||||
Rent expense | $ 0 | 38,831 | £ 30,257 | |||||||||||||||||||||||||||||||||||||||||
Percentage of consultant bonus | 50.00% | |||||||||||||||||||||||||||||||||||||||||||
Shares issues (in Shares) | shares | 61,535 | 100,699 | ||||||||||||||||||||||||||||||||||||||||||
Financing transaction of agreement | $ 15,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Restricted common stock value | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||
Shares of license agreement | $ 5,423 | |||||||||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||||||||||
Salary available to paid bonus | 45.00% | 45.00% | 45.00% | |||||||||||||||||||||||||||||||||||||||||
Accrued Bonus | $ 205,500 | |||||||||||||||||||||||||||||||||||||||||||
Purchase shares (in Shares) | shares | 275,000 | |||||||||||||||||||||||||||||||||||||||||||
Percentage of targeted amount | 50.00% | |||||||||||||||||||||||||||||||||||||||||||
Yissum [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Related party transaction, description | The Company shall pay Yissum the following amounts in connection with the achievement of the following milestones: ●Submission of the first Investigational New Drug application: $75,000 ●Dosing of first patient in phase II trial: $100,000 ●Dosing of first patient in phase Ill trial: $150,000 ●Upon first market authorization/clearance: $150,000 ●Upon second market authorization/clearance: $75,000 ●For every $250,000,000.00 US in accumulated Net Sales of the Product until $1,000,000,000.00 US in sales: $250,000 Upon the commercialization of the license, the Company shall pay Yissum a royalty equal to 3% of the first aggregate $500,000,000 of annual net sales and 5% thereafter. As of December 31, 2021, the Company had no balances in accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement; as of December 31, 2020, the Company had $91,748 and $298,686 of accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement. During the years ended December 31, 2021 and 2020, the Company recorded the purchase of the patents of $0 and $72,995, respectively, as an intangible asset to be amortized on a straight-line basis over the remaining lives of the patents and $246,753 and $477,411, respectively, of research and development expenses. | The Company shall pay Yissum the following amounts in connection with the achievement of the following milestones: ●Submission of the first Investigational New Drug application: $75,000 ●Dosing of first patient in phase II trial: $100,000 ●Dosing of first patient in phase Ill trial: $150,000 ●Upon first market authorization/clearance: $150,000 ●Upon second market authorization/clearance: $75,000 ●For every $250,000,000.00 US in accumulated Net Sales of the Product until $1,000,000,000.00 US in sales: $250,000 Upon the commercialization of the license, the Company shall pay Yissum a royalty equal to 3% of the first aggregate $500,000,000 of annual net sales and 5% thereafter. As of December 31, 2021, the Company had no balances in accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement; as of December 31, 2020, the Company had $91,748 and $298,686 of accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement. During the years ended December 31, 2021 and 2020, the Company recorded the purchase of the patents of $0 and $72,995, respectively, as an intangible asset to be amortized on a straight-line basis over the remaining lives of the patents and $246,753 and $477,411, respectively, of research and development expenses. | The Company shall pay Yissum the following amounts in connection with the achievement of the following milestones: ●Submission of the first Investigational New Drug application: $75,000 ●Dosing of first patient in phase II trial: $100,000 ●Dosing of first patient in phase Ill trial: $150,000 ●Upon first market authorization/clearance: $150,000 ●Upon second market authorization/clearance: $75,000 ●For every $250,000,000.00 US in accumulated Net Sales of the Product until $1,000,000,000.00 US in sales: $250,000 Upon the commercialization of the license, the Company shall pay Yissum a royalty equal to 3% of the first aggregate $500,000,000 of annual net sales and 5% thereafter. As of December 31, 2021, the Company had no balances in accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement; as of December 31, 2020, the Company had $91,748 and $298,686 of accounts payable and accrued expenses, respectively, relating to the Additional Yissum Agreement. During the years ended December 31, 2021 and 2020, the Company recorded the purchase of the patents of $0 and $72,995, respectively, as an intangible asset to be amortized on a straight-line basis over the remaining lives of the patents and $246,753 and $477,411, respectively, of research and development expenses. | |||||||||||||||||||||||||||||||||||||||||
ReFormation [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Related party transaction, description | On July 1, 2020, the Company entered into an amended agreement with ReFormation Pharmaceuticals, Corp. (“ReFormation”) and 360 Life Sciences Corp. (“360”), whereby 360 has entered into an agreement to acquire 100% ownership of ReFormation, on or before July 31, 2020 (“Closing Date”). The Company shares officers and directors with each of ReFormation and 360. Upon the Closing Date, 360 will make tranche payments in tranches to 180 LP in the aggregate amount of $300,000. The parties agree that the obligations will be paid by 360 to 180 LP by payments of $100,000 for every $1,000,000 raised through the financing activities of 360, up to a total of $300,000, however, not less than 10% of all net financing proceeds received by 360 shall be put towards the obligation to the Company until paid in full. This transaction closed on July 31, 2020. | |||||||||||||||||||||||||||||||||||||||||||
Petcanna Shares [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Related party transaction, description | Pursuant to the terms of the Sub-license Agreement, the Company has granted a sub-license on the Licensed Patents to pursue development and commercialization for the treatment of any and all veterinary conditions. In consideration, Petcanna will (a) issue 9,000,000 common shares of its share capital (the “Petcanna Shares”) 30 days after the effective date; and (b) pay royalties of 1% of net sales. The Company will be issued 85% and Yissum will be issued 15% of the 9,000,000 common shares of the Petcanna subsidiary. | |||||||||||||||||||||||||||||||||||||||||||
EarlyBird Finder’s Fee [Member] | KBL [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Percentage of cash payable | 1.00% | |||||||||||||||||||||||||||||||||||||||||||
liabilities at closing in excess | $ 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Cash payments | $ 275,000 | |||||||||||||||||||||||||||||||||||||||||||
Restricted common stock shares (in Shares) | shares | 225,000 | |||||||||||||||||||||||||||||||||||||||||||
Yissum [Member] | CBR [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Underwriting commitments, description | Royalties will be payable to Yissum if sales of any products which use, exploit or incorporate technology covered by the Licensed Patents (“Net Sales”) are US $500,000,000 or greater, calculated at 3% for the first annual $500,000,000 of Net Sales and at 5% of Net Sales thereafter. Pursuant to the Yissum Agreement, if Yissum achieves the following milestones, CBR Pharma will be obligated to make the following payments: i) $75,000 for successful point of care in animals; ii) $75,000 for submission of the first investigational new drug testing; iii) $100,000 for commencement of one phase I/II trial; iv) $150,000 for commencement of one phase III trial; v) $100,000 for each product market authorization/clearance (maximum of $500,000); and vi) $250,000 for every $250,000,000 in accumulated sales of the product until $1,000,000,000 in sales is achieved. | |||||||||||||||||||||||||||||||||||||||||||
Consultants amount | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||
First amendment company paid | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||||
Additional consulting percentage | 35.00% | |||||||||||||||||||||||||||||||||||||||||||
Outstanding balance | 418,098 | |||||||||||||||||||||||||||||||||||||||||||
Non-refundable license fees | $ 70,000 | |||||||||||||||||||||||||||||||||||||||||||
Aggregate fees | 398,250 | |||||||||||||||||||||||||||||||||||||||||||
Annual license maintenance fee | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||
Evotec [Member] | Katexco [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Minimum Fund | $ 4,937,500 | |||||||||||||||||||||||||||||||||||||||||||
Maximum Fund | $ 5,350,250 | |||||||||||||||||||||||||||||||||||||||||||
Research and development expenses | $ 0 | 31,979 | ||||||||||||||||||||||||||||||||||||||||||
Recorded interest expense | 31,979 | |||||||||||||||||||||||||||||||||||||||||||
Unpaid balance | 0 | 1,342,299 | ||||||||||||||||||||||||||||||||||||||||||
Stanford [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Related party transaction, description | Furthermore, the Company will be obligated to make the following milestone payments: i) $100,000 upon initiation of Phase II trial, ii) $500,000 upon the first U.S. Food and Drug Administration approval of a product (the “Licensed Product”) resulting from the Licensed Patents; and iii) $250,000 upon each new Licensed Product thereafter. The Stanford License Agreement is cancellable by the Company with 30 days’ notice. Royalties, calculated at 2.5% of 95% of net product sales, will be payable to Stanford. Also, the Company will reimburse Stanford for patent expenses as per the agreement. The Company paid Stanford $20,000 for the annual license maintenance fee that was recorded to prepaid expenses and is being expensed on a straight-line basis over 12 months, which had a zero balance as of December 31, 2021. During the years ended December 31, 2021 and 2020, the Company recorded patent and license fees of $78,245 and $32,979, respectively, related to the Stanford License Agreement, which is included in general and administrative expenses on the accompanying statements of operations and comprehensive loss. | |||||||||||||||||||||||||||||||||||||||||||
Stanford [Member] | Katexco [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Option payment | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||
license maintenance fee | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||
Anniversaries amount | $ 40,000 | |||||||||||||||||||||||||||||||||||||||||||
Shares issues (in Shares) | shares | 37,715 | |||||||||||||||||||||||||||||||||||||||||||
Percentage of consultant additional bonus | 19.00% | |||||||||||||||||||||||||||||||||||||||||||
Oxford [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Research and development expenses | $ 900,000 | |||||||||||||||||||||||||||||||||||||||||||
Aggregate value | 0 | 704,960 | ||||||||||||||||||||||||||||||||||||||||||
Account payable | 693,515 | |||||||||||||||||||||||||||||||||||||||||||
Accrued expense | 11,445 | |||||||||||||||||||||||||||||||||||||||||||
Oxford [Member] | CBR [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Related party transaction, description | On September 18, 2020, CBR Pharma entered into a 3 year research and development agreement (the “3 Year Oxford Agreement”) with Oxford to research and investigate the mechanisms underlying fibrosis in exchange for aggregate consideration of $1,085,738 (£795,468), of which $109,192 (£80,000) is to be paid 30 days after the project start date and the remaining amount is to be paid in four equal installments of $244,136 (£178,867) on the six month anniversary and each of the annual anniversaries of the project start date. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the year ended December 31, 2021 and 2020, the Company recognized $364,673 (£264,938) and $113,433 (£88,385), respectively, of research and development expenses in connection with the 3 Year Oxford Agreement. On September 21, 2020, CBR Pharma entered into a 2 year research and development agreement (the “2 Year Oxford Agreement”) with Oxford University for the clinical development of cannabinoid drugs for the treatment of inflammatory diseases in exchange for aggregate consideration of $625,124 (£458,000), of which $138,917 (£101,778) is to be paid 30 days after the project start date and the remaining amount is to be paid every 6 months after the project start date in 4 installments, whereby $138,917 (£101,778) is to be paid in the first 3 installments and $69,456 (£50,888) is to be paid as the final installment. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the years ended December 31, 2021 and 2020, the Company recognized $139,977 (£101,778) and $78,374 (£61,067) of research and development expenses, respectively, in connection with the 2 Year Oxford Agreement, which is reflected within accrued expenses on the accompanying consolidated balance sheet. | |||||||||||||||||||||||||||||||||||||||||||
Oxford [Member] | LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Research and development expenses | 186,391 | $ 396,950 | ||||||||||||||||||||||||||||||||||||||||||
Kennedy [Member] | LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Related party transaction, description | (i) 1% of the net sales for the first annual GBP £1 million (USD $1,283,400) of net sales, and (ii) 2% of the net sales after the net sales are at or in excess of GBP £1 million, as well as 25% of all sublicense revenue, provided that the amount of such percentage of sublicense revenue based on amounts which constitute royalties shall not be less than 1% on the first cumulative GBP £1 million of net sales of the products sold by such sublicenses or their affiliates, and 2% on that portion of the cumulative net sales of the products sold by such sublicenses or their affiliates in excess of GBP £1 million.The term of the royalties paid by the Company to Kennedy will expire on the later of (i) the last valid claim of a patent included in the Kennedy Licensed Patents which covers or claims the exploitation of a product in the applicable country; (ii) the expiration of regulatory exclusivity for the product in the country; or (iii) 10 years from the first commercial sale of the product in the country. The Kennedy License Agreement may be terminated without cause by providing a 90-day notice. | |||||||||||||||||||||||||||||||||||||||||||
Upfront fee paid for intangible assets | $ 74,000 | £ 60,000 | ||||||||||||||||||||||||||||||||||||||||||
Pharmaceutical [Member] | LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Negotiation provide | $ 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||
Research agreement | $ 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||
Phamaceutical agreement | 900,000 | 0 | 240,000 | |||||||||||||||||||||||||||||||||||||||||
One year agreement | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||
Bad debt expense | 300,000 | |||||||||||||||||||||||||||||||||||||||||||
Income receivable | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||
Fifth Oxford Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Research and development expenses | 210,215 | £ 152,848 | ||||||||||||||||||||||||||||||||||||||||||
Prepaid balance | $ 80,852 | £ 58,788 | ||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
CEOs annual base salary | $ 450,000 | |||||||||||||||||||||||||||||||||||||||||||
Percentage of automatic annual salary increase | 5.00% | |||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer [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. | |||||||||||||||||||||||||||||||||||||||||||
Annual base salary | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||
Percentage of salary available to paid bonus | 30.00% | |||||||||||||||||||||||||||||||||||||||||||
Accrued bonus payable | $ 90,000 | |||||||||||||||||||||||||||||||||||||||||||
Chief Operating Officer/Chief Business Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Initial salary | $ 390,000 | |||||||||||||||||||||||||||||||||||||||||||
Initial salary subject to increase completion | 10,000 | |||||||||||||||||||||||||||||||||||||||||||
Salary financing | $ 50,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Percentage of start day anniversary | 5.00% | |||||||||||||||||||||||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Issued and outstanding shares | 5.00% | 5.00% | 5.00% | |||||||||||||||||||||||||||||||||||||||||
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 Contracture (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 Contracture 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”). | 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 Contracture (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 Contracture 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”). | 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 Contracture (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 Contracture 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 $7,000) for enrollment of the first patient to the phase 2 delirium/POCD trial (“Bonus 4”). |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford | 12 Months Ended |
Dec. 31, 2021GBP (£) | |
Upon signing of the Fifth Oxford Agreement [Member] | |
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford [Line Items] | |
Milestone description | Upon signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Six months post signing of the Fifth Oxford Agreement [Member] | |
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford [Line Items] | |
Milestone description | 6 months post signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Twelve months post signing of the Fifth Oxford Agreement [Member] | |
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford [Line Items] | |
Milestone description | 12 months post signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Twenty Fourth months post signing of the Fifth Oxford Agreement [Member] | |
Commitments and Contingencies (Details) - Schedule of make the following payments to oxford [Line Items] | |
Milestone description | 24 months post signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Dec. 08, 2021 | Aug. 04, 2021 | Dec. 03, 2020 | Nov. 25, 2020 | Sep. 30, 2021 | Aug. 31, 2021 | Feb. 26, 2021 | Feb. 19, 2021 | Dec. 18, 2020 | Oct. 17, 2017 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 23, 2021 | Nov. 06, 2020 |
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Preferred stock shares authorized (in Shares) | 5,000,000 | 5,000,000 | |||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||
Stated value | $ 3,333,333 | ||||||||||||||
Stated value | 333,333 | ||||||||||||||
Cash issuance cost | 318,333 | ||||||||||||||
Warrant issuance costs | 103,402 | ||||||||||||||
Fair value of bifurcated redemption feature | $ 218,000 | 1,167,000 | |||||||||||||
Issuance reduced conversion price description | On November 25, 2020, a dilutive issuance reduced the conversion price to the lower of (a) 96% of the lowest volume-weighted-average-price of the common stock during the five-day period preceding the conversion date; or (b) $5.28, both subject to a floor of $2.00 per share. | ||||||||||||||
Fair value of derivative liabilities | $ 606,000 | ||||||||||||||
Carrying value of the preferred stock | 1,411,265 | ||||||||||||||
Derivative liabilities | 1,773,000 | 15,220,367 | $ 4,442,970 | ||||||||||||
Fair value of the preferred stock | 3,531,924 | ||||||||||||||
Deemed dividend income | $ 565,659 | ||||||||||||||
Stockholders’ equity , description | During the period from November 30, 2020 to December 18, 2020, the 1,000,000 shares of Series A Preferred of the Company with a total conversion value of $3,666,667 were converted into shares of the Company’s common stock at conversion prices of between $2.00 and $2.31 per share, pursuant to the terms of such preferred stock. The bifurcated redemption features were marked-to-market just prior to each conversion, resulting in an aggregate charge of $42,068 to change in fair value of derivative liabilities and the $260,068 fair value of the bifurcated redemption features were derecognized on the conversion dates. At conversion, the aggregate $3,531,924 carrying value of the preferred stock and the $260,068 fair value of the derivative liability were derecognized and we recognized the $4,349,035 fair value of the 1,614,144 shares of common stock issued. The difference of $557,043 was recorded as deemed dividend expense, including $333,333 associated with the make-whole premiums and $223,710 associated with the contingent beneficial conversion feature. Due to such conversions, the Company currently has no shares of Series A Preferred issued or outstanding. | ||||||||||||||
Dividend | 333,333 | ||||||||||||||
Beneficial conversion feature | 223,710 | ||||||||||||||
Extinguishment on gain | $ 565,659 | ||||||||||||||
Common stock shares authorized (in Shares) | 100,000,000 | 100,000,000 | |||||||||||||
Par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock shares issued (in Shares) | 12,324,300 | ||||||||||||||
Cash issued in shares (in Shares) | 12,292 | ||||||||||||||
Officers compensation | $ 1,057,989 | ||||||||||||||
Shareholder shares (in Shares) | 1,519,628 | ||||||||||||||
Common stock share conversion (in Shares) | 1,619,144 | ||||||||||||||
Preferred stock amounts | $ 4,349,035 | ||||||||||||||
Exchange common stock (in Shares) | 1,521,157 | ||||||||||||||
Preferred stock conversion (in Shares) | 482,894 | ||||||||||||||
Conversion debt (in Shares) | 180 | ||||||||||||||
Recapitalization shares issued (in Shares) | 6,928,645 | ||||||||||||||
Warrants exercise price (in Dollars per share) | $ 7.5 | $ 5 | |||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||
Placement agent fees and offering expenses | $ 968,930 | ||||||||||||||
Allocated to common stock | 364,812 | ||||||||||||||
Allocated to warrant liabilities | 604,118 | ||||||||||||||
Purchasers aggregate amount | 174,993 | ||||||||||||||
Maximum purchase aggregate amount | 583,310 | ||||||||||||||
Incurred damages | $ 524,979 | ||||||||||||||
Price per share (in Dollars per share) | $ 2.73 | ||||||||||||||
Conversion price (in Dollars per share) | $ 2 | ||||||||||||||
Cash payment | $ 275,000 | ||||||||||||||
Restricted shares, issued (in Shares) | 225,000 | ||||||||||||||
Grant date value | $ 1,973,250 | ||||||||||||||
Accounts payable | 1,750,000 | ||||||||||||||
Gain (loss) on settlement of liabilities | $ 223,250 | ||||||||||||||
Placement agent fees and offering expenses | $ 1,120,000 | ||||||||||||||
Special voting shares (in Shares) | 1,464,545 | ||||||||||||||
Purchase of aggregate shares (in Shares) | 675,000 | 436,000 | 1,580,000 | ||||||||||||
Options exercisable (in Dollars per share) | $ 3.95 | $ 7.56 | $ 2.49 | $ 4.43 | |||||||||||
Aggregate grant date value | $ 2,077,953 | $ 2,180,375 | $ 93,575 | $ 4,810,527 | |||||||||||
Granted options | 10 years | 10 years | |||||||||||||
Vest rate percentage | 20.00% | ||||||||||||||
Grant rate percentage | 80.00% | ||||||||||||||
Weighted average remaining vesting period | 4 years | 3 years 14 days | |||||||||||||
Vest years | 4 years | ||||||||||||||
Stock based compensation expense | $ 2,852,309 | $ 7,798 | |||||||||||||
Unrecognized stock based compensation expense | $ 6,302,356 | ||||||||||||||
Board of Directors [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Purchase of aggregate shares (in Shares) | 50,000 | ||||||||||||||
Conversions [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Aggregate principal amount | $ 365,750 | ||||||||||||||
Aggregate accrued interest | $ 66,633 | ||||||||||||||
Aggregate shares of common stock (in Shares) | 158,383 | ||||||||||||||
Convertible Notes [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Aggregate principal amount | $ 1,234,333 | ||||||||||||||
Aggregate accrued interest | $ 105,850 | ||||||||||||||
Aggregate shares of common stock (in Shares) | 467,123 | ||||||||||||||
Shares issued for common stock (in Shares) | 150,000 | ||||||||||||||
Warrants to purchase shares (in Shares) | 25,000 | ||||||||||||||
Convertible Notes [Member] | Related Party Loans [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Aggregate principal amount | $ 693,371 | ||||||||||||||
Aggregate accrued interest | $ 157,741 | ||||||||||||||
Aggregate shares of common stock (in Shares) | 141,852 | ||||||||||||||
Conversion price (in Dollars per share) | $ 6 | ||||||||||||||
Common Stock Issued for Services [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Aggregate shares (in Shares) | 317,553 | ||||||||||||||
Aggregate issuance date fair value | $ 1,785,366 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Preferred stock shares authorized (in Shares) | 5,000,000 | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||
Conversion price, per share (in Dollars per share) | $ 5.28 | ||||||||||||||
Dividend | 10.00% | ||||||||||||||
Shares issued (in Shares) | 1,000,000 | ||||||||||||||
Shares outstanding (in Shares) | 1,000,000 | ||||||||||||||
Carrying value of preferred stock | $ 1,411,265 | ||||||||||||||
Net of preferred stock | $ 1,922,068 | ||||||||||||||
Preferred Class A [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Preferred stock shares authorized (in Shares) | 1 | 1 | |||||||||||||
Preferred shares issued (in Shares) | 1 | 1 | 1,000,000 | ||||||||||||
Designated shares (in Shares) | 1 | ||||||||||||||
Voting share (in Shares) | 1 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Beneficial ownership interest | 4.99% | 4.99% | |||||||||||||
Minimum [Member] | Convertible Notes [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Conversion price (in Dollars per share) | $ 2.45 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Beneficial ownership interest | 9.99% | 9.99% | |||||||||||||
Maximum [Member] | Convertible Notes [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Conversion price (in Dollars per share) | $ 3.29 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Par value per share (in Dollars per share) | $ 4.55 | $ 6 | |||||||||||||
Aggregate shares (in Shares) | 2,564,000 | ||||||||||||||
Aggregate gross proceeds | $ 15,000,000 | $ 11,700,000 | |||||||||||||
Offering expenses | $ 13,900,000 | $ 10,700,000 | |||||||||||||
Aggregate shares of common stock (in Shares) | 2,500,000 | ||||||||||||||
Warrants [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Aggregate shares (in Shares) | 2,564,000 | ||||||||||||||
Allocated to warrant liabilities | $ 604,118 | ||||||||||||||
Warrants shares (in Shares) | 2,500,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of special voting shares activity - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of special voting shares activity [Abstract] | ||
Beginning balance | 1,469,747 | 2,990,904 |
Shares issued | ||
Shares exchanged | (1,464,472) | (1,521,157) |
Ending balance | 5,275 | 1,469,747 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of option activity - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of option activity [Abstract] | ||
Number of Options, Granted | 2,691,000 | 50,000 |
Weighted Average Exercise Price, Granted | $ 4.82 | $ 2.49 |
Weighted Average Remaining Term (Yrs), Granted | ||
Intrinsic Value, Granted | ||
Number of Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Remaining Term (Yrs), Exercised | ||
Intrinsic Value, Exercised | ||
Number of Options, Expired | ||
Weighted Average Exercise Price, Expired | ||
Weighted Average Remaining Term (Yrs), Expired | ||
Intrinsic Value, Expired | ||
Number of Options, Forfeited | ||
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Remaining Term (Yrs), Forfeited | ||
Intrinsic Value, Forfeited | ||
Number of Options, Outstanding ending | 2,741,000 | 50,000 |
Weighted Average Exercise Price, Outstanding ending | $ 4.77 | $ 2.49 |
Weighted Average Remaining Term (Yrs), Outstanding ending | 9 years 4 months 28 days | 9 years 11 months 1 day |
Intrinsic Value, Outstanding ending | $ 70,500 | |
Number of Options, Exercisable ending | 927,632 | |
Weighted Average Exercise Price, Exercisable ending | $ 4.39 | |
Weighted Average Remaining Term (Yrs), Exercisable ending | 9 years 3 months 18 days | |
Intrinsic Value, Exercisable ending | $ 70,500 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of outstanding and exercisable stock options | 12 Months Ended |
Dec. 31, 2021shares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 2,741,000 |
Stock Options Exercisable, Weighted Average RemainingLife in Years | 9 years 4 months 24 days |
Stock Options Exercisable, Number of Shares | 927,632 |
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 | 8 years 10 months 24 days |
Stock Options Exercisable, Number of Shares | 50,000 |
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 2 months 12 days |
Stock Options Exercisable, Number of Shares | 667,111 |
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 7 months 6 days |
Stock Options Exercisable, Number of Shares | 45,417 |
3.95 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options Outstanding, Number of Shares | 675,000 |
Stock Options Exercisable, Weighted Average RemainingLife in Years | 9 years 10 months 24 days |
Stock Options Exercisable, Number of Shares | 165,104 |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of estimated using the black scholes valuation method assumptions | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity (Details) - Schedule of estimated using the black scholes valuation method assumptions [Line Items] | |
Risk free interest rate | 0.40% |
Expected term (years) | 5 years 3 months 7 days |
Expected volatility | 100.00% |
Expected dividends | 0.00% |
Minimum [Member] | |
Stockholders' Equity (Details) - Schedule of estimated using the black scholes valuation method assumptions [Line Items] | |
Risk free interest rate | 0.75% |
Expected term (years) | 5 years 7 months 9 days |
Expected volatility | 84.00% |
Maximum [Member] | |
Stockholders' Equity (Details) - Schedule of estimated using the black scholes valuation method assumptions [Line Items] | |
Risk free interest rate | 1.36% |
Expected term (years) | 6 years 3 days |
Expected volatility | 98.50% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Nov. 06, 2020 | |
Income Taxes (Details) [Line Items] | |||
State net operating loss | $ 7,359,000 | ||
Valuation allowance of deferred tax assets net | $ 2,491,161 | $ 2,491,161 | |
Provision for valuation allowance of deferred tax assets net | 2,527,453 | $ 2,238,783 | |
Domestic Federal [Member] | |||
Income Taxes (Details) [Line Items] | |||
Net operating loss carryforwards | 13,330,000 | ||
Canadian federal [Member] | |||
Income Taxes (Details) [Line Items] | |||
Net operating loss carryforwards | 8,589,000 | ||
United Kingdom Federal [Member] | |||
Income Taxes (Details) [Line Items] | |||
Net operating loss carryforwards | $ 6,791,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax domestic and international components - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of income tax domestic and international components [Abstract] | ||
Domestic | $ (15,078,170) | $ (8,635,341) |
International | (5,269,682) | (2,269,144) |
Total | $ (20,347,852) | $ (10,904,485) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax benefits provision - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Domestic: | ||
Federal | $ 1,503,577 | $ 1,289,907 |
State | 499,136 | 427,689 |
International | 547,944 | 541,614 |
Deferred tax benefits | 2,550,657 | 2,259,210 |
Change in valuation allowance | (2,527,453) | (2,238,783) |
Net income tax benefit | $ 23,204 | $ 20,427 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of united states federal statutory rate | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of united states federal statutory rate [Abstract] | ||
US Federal statutory rate | 21.00% | 21.00% |
Difference between domestic and foreign federal rates | (0.50%) | (0.60%) |
State and provincial taxes, net of federal benefits | 5.20% | 6.00% |
Permanent differences: | ||
Stock-based compensation | (5.80%) | (0.80%) |
Change in the fair value of derivatives and accrued issuable equity | (6.40%) | (4.60%) |
Loss on extinguishment | (1.00%) | |
Other | (0.80%) | 0.70% |
Change in valuation allowance | (12.40%) | (20.50%) |
Effective income tax rate | 0.30% | 0.20% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 9,395,986 | $ 6,352,809 |
Organizational costs deferred for tax purposes | 3,068,651 | |
Accrued compensation not currently deductible | 169,222 | 224,931 |
Accrued interest | 146,636 | |
Other | (1) | 62,829 |
Deferred tax assets | 9,711,843 | 9,709,220 |
Difference between book and tax basis related to: | ||
Technology license | (375,671) | (404,507) |
Acquired in-process research and development | (3,267,854) | (3,242,750) |
Other | (639,726) | (21,072) |
Deferred tax liabilities | (4,283,251) | (3,668,329) |
Deferred tax assets and liabilities | 5,428,592 | 6,040,891 |
Valuation allowance | (9,072,118) | (9,709,220) |
Deferred tax assets and liabilities, net | $ (3,643,526) | $ (3,668,329) |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of valuation deferred tax assets - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of valuation deferred tax assets [Abstract] | ||
Beginning of period | $ (9,709,220) | $ (4,979,276) |
Allowance established in connection with the recording of deferred tax assets acquired resulting from the following transactions: | ||
- Business combination in 2020 described in Note 5 | (2,491,161) | |
Change in valuation pursuant to the tax provision | (2,527,453) | (2,238,783) |
True-up to a prior year’s tax return | 3,164,555 | |
End of period | $ (9,072,118) | $ (9,709,220) |
Related Parties (Details)
Related Parties (Details) | Mar. 03, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021GBP (£) | Dec. 31, 2020USD ($) |
Related Parties (Details) [Line Items] | ||||
Professional services | $ 196,377 | |||
Accrued expenses - related parties | $ 18,370 | 454,951 | ||
Accrued interest | $ 12,452 | 1,051 | £ 778 | |
Professional services | 252,973 | 1,261,751 | ||
Loans payable - related parties | 81,277 | 513,082 | ||
Convertible notes payable - related parties | 0 | 270,000 | ||
Research and development expenses - related parties | 2,947,536 | |||
Research and development expenses - related parties | 2,947,536 | 75,633 | ||
General and administrative expenses - related parties | 462,580 | 185,848 | ||
Baddebt expenses | 338,000 | |||
Other income related parties | 0 | 240,000 | ||
Other income related to one year research and development | 240,000 | |||
Interest expense related party | 50,255 | 84,550 | ||
Accounts Payable [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Accounts payable related parties | $ 0 | 215,495 | ||
Interest Expense [Member] | CBR Pharma [Member] | Katexco [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Related party interest expense on loans payable | 2,161 | |||
Officers and Directors [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Research and development due amount received | 300,000 | |||
Director [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Accounting fees | $ 19,118 | |||
Stockholder | 10.00% | 10.00% | ||
Investors | 10.00% | 10.00% | 10.00% | |
Director [Member] | Interest Expense [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Professional services | $ 330,118 | |||
Officer and Director [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Accrued interest | $ 124,833 | |||
Former officers, directors [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Professional services | $ 124,000 | |||
Stockholder | 10.00% | |||
Investors | 10.00% | 10.00% | ||
Officers and Directors [Member] | Related Parties [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Interest expense related party | $ 50,255 | $ 84,550 | ||
Officers and Directors [Member] | Interest Expense [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Related party interest expense associated with convertible notes | 11,380 | 48,591 | ||
Officer [Member] | Interest Expense [Member] | Related Parties [Member] | ||||
Related Parties (Details) [Line Items] | ||||
Interest expense on related party loans | $ 38,875 | $ 33,798 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Mar. 09, 2022 | Feb. 22, 2022 | Jan. 17, 2022 |
Subsequent Events (Details) [Line Items] | |||
Cash | $ 12,500 | $ 88,125 | |
Description of agreement | The Company will pay ACORN $10,000 in cash and $45,000 in shares of common stock during an initial six-month period, $10,000 in cash and $22,500 in shares of common stock during a second period of three months and $10,000 in cash and $22,500 in shares of common stock during a final period of three months. | ||
Restricted common stock (in Shares) | 20,000 | ||
Terms of contract | 6 months |