Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 11, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | 180 Life Sciences Corp. | |
Trading Symbol | ATNF | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 34,087,244 | |
Amendment Flag | false | |
Entity Central Index Key | 0001690080 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38105 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 90-1890354 | |
Entity Address, Address Line One | 3000 El Camino Real Bldg. 4 | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Palo Alto | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94306 | |
City Area Code | (650) | |
Local Phone Number | 507-0669 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 5,668,915 | $ 8,224,508 |
Prepaid expenses and other current assets | 3,287,599 | 2,976,583 |
Total Current Assets | 8,956,514 | 11,201,091 |
Intangible assets, net | 1,867,162 | 1,948,913 |
In-process research and development | 12,530,106 | 12,575,780 |
Goodwill | 36,323,533 | 36,987,886 |
Total Assets | 59,677,315 | 62,713,670 |
Current Liabilities: | ||
Accounts payable | 1,039,068 | 586,611 |
Accrued expenses | 2,627,461 | 1,964,580 |
Accrued expenses - related parties | 37,640 | 18,370 |
Loans payable - current portion | 1,296,466 | 1,828,079 |
Loans payable - related parties | 86,034 | 81,277 |
Derivative liabilities | 9,990,253 | 15,220,367 |
Total Current Liabilities | 15,076,922 | 19,699,284 |
Accrued issuable equity | 31,080 | |
Loans payable - non current portion | 43,607 | 48,165 |
Deferred tax liability | 3,621,194 | 3,643,526 |
Total Liabilities | 18,772,803 | 23,390,975 |
Commitments and contingencies (Note 8) | ||
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 March 31, 2022 and December 31, 2021 | ||
Class K Preferred Stock; 1 share authorized, issued and outstanding at March 31, 2022 and December 31, 2021 | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 34,087,244 and 34,035,925 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 3,409 | 3,404 |
Additional paid-in capital | 107,930,317 | 107,184,137 |
Accumulated other comprehensive income | 89,359 | 817,440 |
Accumulated deficit | (67,118,573) | (68,682,286) |
Total Stockholders’ Equity | 40,904,512 | 39,322,695 |
Total Liabilities and Stockholders’ Equity | $ 59,677,315 | $ 62,713,670 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, share 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 | 34,087,244 | 34,035,925 |
Common stock, shares outstanding | 34,087,244 | 34,035,925 |
Class C Preferred Stock | ||
Preferred stock, share authorized | 1 | 1 |
Preferred stock, share issued | 1 | 1 |
Preferred stock, share outstanding | 1 | 1 |
Class K Preferred Stock | ||
Preferred stock, share authorized | 1 | 1 |
Preferred stock, share issued | 1 | 1 |
Preferred stock, share outstanding | 1 | 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Expenses: | ||
Research and development | $ 658,939 | $ 99,899 |
Research and development - related parties | 47,718 | 267,053 |
General and administrative | 2,969,151 | 2,542,231 |
General and administrative - related parties | 5,261 | 39,120 |
Total Operating Expenses | 3,681,069 | 2,948,303 |
Loss From Operations | (3,681,069) | (2,948,303) |
Other Income (Expense): | ||
Gain on settlement of liabilities | 723,764 | |
Interest expense | (7,414) | (112,933) |
Interest income (expense) - related parties | 4,562 | (13,949) |
Loss on extinguishment of convertible notes payable, net | (9,737) | |
Change in fair value of derivative liabilities | 5,230,114 | (13,229,308) |
Change in fair value of accrued issuable equity | 17,520 | (9,405) |
Offering costs allocated to warrant liabilities | (604,118) | |
Total Other Income (Expense), Net | 5,244,782 | (13,255,686) |
Income (Loss) Before Income Taxes | 1,563,713 | (16,203,989) |
Income tax benefit | 5,404 | |
Net Income (Loss) | 1,563,713 | (16,198,585) |
Other Comprehensive Income (Loss): | ||
Foreign currency translation adjustments | (728,081) | 189,348 |
Total Comprehensive Income (Loss) | $ 835,632 | $ (16,009,237) |
Basic and Diluted Net Income (Loss) per Common Share | ||
Basic (in Dollars per share) | $ 0.05 | $ (0.58) |
Diluted (in Dollars per share) | $ 0.05 | $ (0.58) |
Weighted Average Number of Common Shares Outstanding: | ||
Basic (in Shares) | 34,059,927 | 27,953,302 |
Diluted (in Shares) | 34,068,762 | 27,953,302 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total | |
Balance at Dec. 31, 2020 | $ 2,617 | $ 78,005,004 | $ 636,886 | $ (48,357,638) | $ 30,286,869 | |
Balance (in Shares) at Dec. 31, 2020 | 26,171,225 | |||||
Shares issued upon conversion of KBL debt | $ 47 | 1,941,078 | 1,941,125 | |||
Shares issued upon conversion of KBL debt (in Shares) | 467,123 | |||||
Shares issued upon conversion of 180 debt | $ 16 | 432,367 | 432,383 | |||
Shares issued upon conversion of 180 debt (in Shares) | 158,383 | |||||
Shares issued in connection with the financing, net of financing costs | [1] | $ 256 | 10,730,814 | 10,731,070 | ||
Shares issued in connection with the financing, net of financing costs (in Shares) | [1] | 2,564,000 | ||||
Offering costs allocated to warrant liabilities | [1] | 604,118 | 604,118 | |||
Warrants issued in connection with private offering, reclassified to derivative liabilities | (7,294,836) | (7,294,836) | ||||
Shares issued upon exchange of common stock equivalents | $ 96 | (96) | ||||
Shares issued upon exchange of common stock equivalents (in Shares) | 959,809 | |||||
Stock based compensation: | ||||||
Common stock | $ 20 | 925,384 | 925,404 | |||
Common stock (in Shares) | 197,790 | |||||
Options | 1,092,399 | 1,092,399 | ||||
Comprehensive income (loss): | ||||||
Net income (loss) | (16,198,585) | (16,198,585) | ||||
Other comprehensive income (loss) | 189,348 | 189,348 | ||||
Balance at Mar. 31, 2021 | $ 3,052 | 86,436,232 | 826,234 | (64,556,223) | 22,709,295 | |
Balance (in Shares) at Mar. 31, 2021 | 30,518,330 | |||||
Balance at Dec. 31, 2021 | $ 3,404 | 107,184,137 | 817,440 | (68,682,286) | 39,322,695 | |
Balance (in Shares) at Dec. 31, 2021 | 34,035,925 | |||||
Shares issued for directors’ and professional fees | $ 5 | 149,713 | 149,718 | |||
Shares issued for directors’ and professional fees (in Shares) | 51,319 | |||||
Stock based compensation: | ||||||
Options | 596,467 | 596,467 | ||||
Comprehensive income (loss): | ||||||
Net income (loss) | 1,563,713 | 1,563,713 | ||||
Other comprehensive income (loss) | (728,081) | (728,081) | ||||
Balance at Mar. 31, 2022 | $ 3,409 | $ 107,930,317 | $ 89,359 | $ (67,118,573) | $ 40,904,512 | |
Balance (in Shares) at Mar. 31, 2022 | 34,087,244 | |||||
[1] | Consists of $11,666,200 of gross proceeds from the February 2021 PIPE offering, net of placement agent fees and other cash offering costs of $968,930. Of the $968,930 of offering costs, $364,812 was allocated to the common stock and $604,118 was allocated to the warrant liabilities and expensed immediately due to their liability classification. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net Income (Loss) | $ 1,563,713 | $ (16,198,585) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation: | ||
Shares issued for services | 149,718 | 925,404 |
Amortization of stock options | 596,467 | 1,092,399 |
Depreciation and amortization | 26,462 | 28,668 |
Gain on settlement of payables and accrued expenses | (723,764) | |
Loss on extinguishment of convertible note payable | 9,737 | |
Deferred tax benefit | (22,332) | (5,403) |
Offering costs allocated to warrant liabilities | 604,118 | |
Change in fair value of derivative liabilities | (5,230,114) | 13,229,308 |
Change in fair value of accrued issuable equity | (17,520) | 9,405 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (325,057) | (342,045) |
Accounts payable | 454,982 | (3,966,486) |
Accrued expenses | 662,880 | (969,030) |
Accrued expenses – related parties | 19,270 | 28,729 |
Accrued issuable equity | 48,600 | (52,500) |
Total adjustments | (3,636,644) | 9,868,540 |
Net Cash Used In Operating Activities | (2,072,931) | (6,330,045) |
Cash Flows From Financing Activities | ||
Shares issued for cash, net of issuance costs | 10,731,070 | |
Repayment of loans payable – related parties | (515,419) | (368,532) |
Net Cash (Used in) Provided By Financing Activities | (515,419) | 10,362,538 |
Effect of Exchange Rate Changes on Cash | 32,757 | (88,175) |
Net (Decrease) Increase In Cash | (2,555,593) | 3,944,318 |
Cash - Beginning of Period | 8,224,508 | 2,108,544 |
Cash - End of Period | 5,668,915 | 6,052,862 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for income taxes | ||
Cash paid during the period for interest | 2,853 | |
Non-cash investing and financing activities: | ||
Warrants issued in connection with the private offering | 7,294,836 | |
Conversion of convertible debt and accrued interest into common stock | 1,340,185 | |
Conversion of notes payable and accrued interest into common stock | 432,383 | |
Security deposit applied to accounts payable | 7,030 | |
Exchange of common stock equivalents for common stock | $ 96 |
Business Organization and Natur
Business Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2022 | |
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. The Company is a clinical stage biotechnology company focused on the development of therapeutics for unmet medical needs in chronic pain, inflammation, fibrosis and other inflammatory diseases, where anti-TNF therapy will provide a clear benefit to patients, by employing innovative research, and, where appropriate, combination therapy. We have three product development platforms: ● fibrosis and anti-tumor necrosis factor (“TNF”); ● drugs which are derivatives of cannabidiol (“CBD”); and ● alpha 7 nicotinic acetylcholine receptor (“α7nAChR”). |
Going Concern and Management's
Going Concern and Management's Plans | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022, the Company had net income of $1,563,713 and used cash in operations of $2,072,931. As of March 31, 2022, the Company has an accumulated deficit of $67,118,573 and a working capital deficit of $6,120,408. The Company expects to invest a significant amount of capital to fund research and development. As a result, the Company expects that its operating expenses will increase significantly, and consequently will require significant revenues to become profitable. Even if the Company does become profitable, it may not be able to sustain or increase profitability on a quarterly or annual basis. The Company cannot predict when, if ever, it will be profitable. There can be no assurance that the intellectual property of the Company, or other technologies it may acquire, will meet applicable regulatory standards, obtain required regulatory approvals, be capable of being produced in commercial quantities at reasonable costs, or be successfully marketed. The Company plans to undertake additional laboratory studies with respect to the intellectual property, and there can be no assurance that the results from such studies or trials will result in a commercially viable product or will not identify unwanted side effects. A worsening of the levels of market disruption and volatility seen in the recent past as the result of the COVID-19 pandemic could have an adverse effect on the Company’s ability to access capital, on the Company’s business, results of operations and financial condition. Management continues to monitor the developments and has taken active measures to protect the health of the Company’s employees, their families and the Company’s communities. The ultimate impact will depend heavily on the duration of the COVID-19 pandemic and public health responses, including seasonal outbreaks, the efficacy of vaccines, the effect of mutations of the virus on such efficacy, the availability of vaccines and boosters, and the willingness of individuals to receive such vaccines and boosters, as well as the substance and pace of macroeconomic recovery, all of which are uncertain and difficult to predict considering the continuing evolving landscape of the COVID-19 pandemic and the public health responses to contain it. Management has evaluated, and will continue to evaluate, the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or results of its operations, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements (the “condensed consolidated financial statements”). 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 analyses are now complete. The Company announced the top-line data results from the Phase 2b trial on December 1, 2021 and the data was published on April 29, 2022 in a peer-reviewed journal. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These condensed consolidated financial statements have been prepared under the assumption of a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company’s ability to continue its operations is dependent upon obtaining new financing for its ongoing operations. Future financing options available to the Company include equity financings and loans and if the Company is unable to obtain such additional financing timely, or on favorable terms, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on its business, financial condition and results of operations, and it could ultimately be forced to discontinue its operations and liquidate. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is defined as within one year after the date that the condensed consolidated financial statements are issued. Realization of the Company’s assets may be substantially different from the carrying amounts presented in these condensed consolidated financial statements and the accompanying condensed consolidated financial statements do not include any adjustments that may become necessary, should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2021 under Note 3 - Summary of Significant Accounting Policies, except as disclosed in this note. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2021. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2020, which are included in the Company’s annual report on Form 10-K filed with the SEC on March 30, 2022. 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 condensed 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. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates. Foreign Currency Translation The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries is the Canadian Dollar (“CAD”) (0.7613 and 0.7874 CAD to 1 US dollar each as of March 31, 2022 and December 31, 2021, respectively) or British Pound (“GBP”) (1.3133 and 1.3510 GBP to 1 US dollar, each as of March 31, 2022 and December 31, 2021, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7454 and 0.7896 CAD to 1 US dollar and 1.3413 and 1.3784 GBP to 1 US dollar for each of the three months ended March 31, 2022 and 2021, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the three months ended March 31, 2022 and 2021, the Company recorded other comprehensive (loss) income of ($728,081) and $189,348, 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 ($142) and $11,148 of foreign currency transaction (losses) gains for the three months ended March 31, 2022 and 2021, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). Accrued Issuable Equity The Company records accrued issuable equity when it is contractually obligated to issue shares and sometimes there are administrative delays 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 condensed consolidated statement 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. Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following table details the net income (loss) per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended 2022 2021 Numerator: Net income (loss) $ 1,563,713 $ (16,198,585 ) Weighted average shares outstanding (denominator for basic earnings per share) 34,059,927 27,953,302 Effects of dilutive securities: Assumed exercise of stock options, treasury stock method 8,834 - Assumed exercise of warrants, treasury stock method - - Dilutive potential common shares 8,834 - Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 34,068,762 27,953,302 Basic earnings per share $ 0.05 $ (0.58 ) Diluted earnings per share $ 0.05 $ (0.58 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended 2022 2021 Options 2,691,000 1,630,000 Warrants 11,153,908 8,628,908 Convertible debt (a) - 100,361 Total potentially dilutive shares 13,844,908 10,359,269 a) Represents shares issuable upon conversion of debt at various conversion prices, some of which were calculated using the fair value of the Company’s common stock at the respective balance sheet date. Warrant, Option and Convertible Instrument Valuation The Company has computed the fair value of warrants and options using a Black-Scholes model. The expected term used for warrants is the contractual life and the expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before these condensed consolidated financial statements were issued. Based upon that evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 11 - Subsequent Events. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 4 - ACCRUED EXPENSES Accrued expenses consist of the following as of March 31, 2022 and December 31, 2021: March 31, December 31, 2022 2021 Consulting fees $ 427,197 $ 548,281 Professional fees 195,765 252,973 Litigation settlements (1) 1,025,122 300,000 Employee and director compensation 786,721 725,569 Research and development fees 159,694 91,737 Interest 28,067 25,433 Other 4,895 20,587 $ 2,627,461 $ 1,964,580 (1) See Note 8 - Commitments and Contingencies, Legal Matters As of March 31, 2022 and December 31, 2021, accrued expenses - related parties were $37,640 and $18,370, respectively. See Note 10 - Related Parties for details. |
Accrued Issuable Equity
Accrued Issuable Equity | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Issuable Equity [Abstract] | |
ACCRUED ISSUABLE EQUITY | NOTE 5 – ACCRUED ISSUABLE EQUITY The Company entered into five separate agreements with consultants who are members of the Scientific Advisory Board (“SAB”) and will provide for services and duties which will be requested by the Company’s Chief Scientific Officer from time to time. The agreements, which have a term of two years, provide for the issuance of 2,400 share of common stock to each consultant annually, with each grant vesting monthly over twenty-four months. As of March 31, 2022, these shares have yet to be issued. The shares were recorded as a liability on the balance sheet at a market price of $4.05 per share for an aggregate value of $48,600; upon assessment of fair value of $2.59 per share at March 31, 2022, the Company recorded a change in fair market value of $17,520. A summary of the accrued issuable equity activity during the three months ended March 31, 2022 is presented below: Balance at January 1, 2022 $ - Additions 48,600 Mark to market (17,520 ) Balance at March 31, 2022 $ 31,080 |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 6 - DERIVATIVE LIABILITIES The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities (except the Public SPAC warrants as defined below, which are Level 1 derivative liabilities) that are measured at fair value on a recurring basis: Warrants Public Private SPAC SPAC PIPE Other Total Balance as of January 1, 2022 $ 8,048,850 $ 467,325 $ 6,516,300 $ 187,892 $ 15,220,367 Change in fair value of derivative liabilities (1,852,650 ) (251,250 ) (3,044,800 ) (81,414 ) (5,230,114 ) Balance as of March 31, 2022 $ 6,196,200 $ 216,075 $ 3,471,500 $ 106,478 $ 9,990,253 The fair value of the derivative liabilities as of March 31, 2022 and December 31, 2021 were estimated using the Black Scholes option pricing model, with the following assumptions used: March 31, Risk-free interest rate 2.30% - 2.44% Expected term in years 2.34 - 3.90 Expected volatility 91.0% - 105% Expected dividends 0% December 31, 2021 Risk-free interest rate 0.85% - 1.14% Expected term in years 2.59 – 4.15 Expected volatility 98.5% Expected dividends 0% SPAC Warrants Public SPAC Warrants Participants in KBL’s initial public offering received an aggregate of 11,500,000 warrants (“Public SPAC Warrants”). Each Public SPAC Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share) until November 6, 2025, subject to adjustment. No fractional shares will be issued upon exercise of the Public SPAC Warrants. Management has determined that the Public SPAC Warrants contain a tender offer provision which could result in the Public SPAC Warrants settling for the tender offer consideration (including potentially cash) in a transaction that didn’t result in a change-in-control. This feature results in the Public SPAC Warrants being precluded from equity classification. Accordingly, the Public SPAC Warrants are classified as liabilities measured at fair value, with changes in fair value each period reported in earnings. The Public SPAC Warrants were revalued on March 31, 2022 at $6,196,200, which resulted in a $1,852,650 decrease in the fair value of the derivative liabilities during the three months ended March 31, 2022. Private SPAC Warrants Participants in KBL’s initial private placement in connection with its initial public offering received an aggregate of 502,500 warrants (“Private SPAC Warrants”). Each Private SPAC Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share) until November 6, 2025, subject to adjustment. No fractional shares will be issued upon exercise of the Private SPAC Warrants. Management has determined that the Private SPAC Warrants contain a tender offer provision which could result in the Private SPAC Warrants settling for the tender offer consideration (including potentially cash) in a transaction that didn’t result in a change-in-control. This feature (amongst others) results in the Private SPAC Warrants being precluded from equity classification. Accordingly, the Private SPAC Warrants are classified as liabilities measured at fair value, with changes in fair value each period reported in earnings. The Private SPAC Warrants were revalued on March 31, 2022 at $216,075, which resulted in a $251,250 decrease in the fair value of the derivative liabilities during the three months ended March 31, 2022. 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 a private placement offering. 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 March 31, 2022 at $3,471,500, which resulted in a $3,044,800 decrease in the fair value of the derivative liabilities during the three months ended March 31, 2022. Other Warrants AGP Warrant In connection with the transactions contemplated by the Company’s Business Combination Agreement (as amended, the “Business Combination Agreement”), dated as of July 25, 2019 (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 Alliance Global Partners (“AGP” and the “AGP Warrant”) to purchase up to an aggregate of 63,658 shares of the Company’s common stock at a purchase price of $5.28 per share, subject to adjustment, in full satisfaction of the AGP Warrant Liability. The exercise of the AGP Warrant is limited at any given time to prevent AGP from exceeding beneficial ownership of 4.99% of the then total number of issued and outstanding shares of the Company’s common stock upon such exercise. The warrant is exercisable at any time between May 2, 2021 and May 2, 2025. The AGP Warrant did not meet the requirements for equity classification due to the existence of a tender offer provision that could potentially result in cash settlement of the AGP Warrant that did not meet the limited exception in the case of a change-in-control. Accordingly, the AGP Warrant will continue to be liability-classified. The AGP Warrant was revalued on March 31, 2022 at $86,447, which resulted in a $57,884 decrease in the fair value of the derivative liabilities during the three months ended March 31, 2022. Alpha Warrant In connection with that certain Mutual Release and Settlement Agreement dated July 31, 2021 (agreed to on July 29, 2021) between the Company and Alpha Capital Anstal (“Alpha” and the “Alpha Settlement Agreement”), 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 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 March 31, 2022 at $20,031, which resulted in a $23,530 decrease in the fair value of the derivative liabilities during the three months ended March 31, 2022. The following assumptions were used to value the Alpha Warrant at issuance: Warrant Activity A summary of the warrant activity (including the August 2021 PIPE Warrants, which are equity-classified) during the three months ended March 31, 2022 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Outstanding, December 31, 2021 11,153,908 9.06 4.1 Issued - - Exercised - - Cancelled - - Expired - - Outstanding, March 31, 2022 11,153,908 $ 9.06 3.8 - Exercisable, March 31, 2022 11,153,908 $ 9.06 3.8 - A summary of outstanding and exercisable warrants as of March 31, 2022 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 3.9 2,564,000 $ 5.28 63,658 3.1 63,658 $ 7.07 25,000 2.3 25,000 $ 7.50 2,500,000 4.4 2,500,000 $ 11.50 6,001,250 3.6 6,001,250 11,153,908 3.8 11,153,908 |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2022 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 7 - LOANS PAYABLE Loans Payable The following table summarizes the activity of loans payable during the three months ended March 31, 2022: Principal Forgiveness Principal Adjustment Effect of Principal Paycheck Protection Program $ 41,312 $ - $ (30,967 ) $ - $ - $ 10,345 Bounce Back Loan Scheme 61,169 - (3,131 ) - (1,710 ) 56,328 First Assurance Funding 1,618,443 - (481,321 ) (14,042 ) (2) - 1,123,080 Other loans payable 155,320 - - (5,000 ) (1) - 150,320 Total loans payable $ 1,876,244 $ - $ (515,419 ) $ (19,042 ) $ (1,710 ) $ 1,340,073 Less: loans payable - current portion 1,828,079 1,296,466 Loans payable - noncurrent portion $ 48,165 $ 43,607 (1) Note that this amount was reclassified to related party payables. (2) Note that this amount was related to finance charges and was reclassified. During the three months ended March 31, 2022, the Company paid an aggregate of $481,321, $3,131 and $30,967 in partial satisfaction of the First Assurance Funding loan, the Bounce Back Loan Scheme and the Paycheck Protection Program loan, respectively. Loans Payable – Related Parties The below table summarizes the activities of loans payable – related parties during the three months ended March 31, 2022: Principal Reclass Effect of Principal Loans payable issued between September 18, 2019 through November 4, 2020 $ 81,277 $ 5,000 $ (243 ) $ 86,034 Interest Expense on Loans Payable For the three months ended March 31, 2022, the Company recognized interest expense and interest income — related parties associated with loans of $7,415 and $4,562, respectively. During the three months ended March 31, 2021, the Company recognized interest expense and interest expense — related parties associated with loans of $8,257 and $10,103, respectively. As of March 31, 2022, the Company had accrued interest and accrued interest — related parties associated with loans of $27,086 and $12,818, respectively. As of December 31, 2021, the Company had accrued interest and accrued interest — related parties associated with loans of $24,212 and $812, respectively. See Note 10 — Related Parties for additional details. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Litigation and Other Loss Contingencies The Company records liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company has no liabilities recorded for loss contingencies as of December 31, 2021. See Legal Matters – Action Against Former Executive of KBL 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, engaging in monetary transfers of the Company’s assets, non-disclosure of financial liabilities in the Company’s Consolidated Financial Statements, issuing shares of stock without authorization; and allowing stockholder redemptions to take place. The Company’s complaint alleges causes of action against Dr. Krauss and/or the KBL Affiliates for breach of fiduciary duties, ultra vires acts, unjust enrichment, negligence and declaratory relief, and seeks compensatory damages in excess of $11,286,570, together with interest, attorneys’ fees and costs. 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 the KBL Affiliates 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’s 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. In April 2022, Donald A. McGovern, Jr. and Lawrence Gold were removed from the lawsuit as parties. Discovery has not yet commenced in the case. 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 are now engaging in proceedings set forth in that implementing Order. The Court granted Dr. Krauss’s request for advancement of certain legal fees and the Company was required to pay a portion of those fees while it objects to the remaining portion of the fees. These legal fees have been accrued on the Company’s balance sheet as of March 31, 2022 (see Note 11 – Subsequent Events for more details). Notwithstanding any requirement by the Court for the Company to advance attorneys’ fees to Dr. Krauss, no adjudication has yet been made as to whether Dr. Krauss will ultimately be entitled to permanently retain such advancements. The Company is seeking payment for a substantial portion of such amounts from its director and officers’ insurance policy, of which no assurance can be provided that the directors and officers insurance policy will cover such amounts. Action Against Tyche Capital LLC The Company commenced and filed an action 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 amount of $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 Feldmann, 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 facts 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. A hearing on such Motion to Dismiss is scheduled by the Court for August 17, 2022. 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. Written discovery proceedings have commenced among the parties. 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. 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. Service of process has been effected on each of the Bauer Defendants, and the Bauer Defendants filed an answer on May 6, 2022. There can be no assurance that the Company Plaintiffs will be successful in this legal action. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY Common Stock Common Stock Issued for Services During the three months ended March 31, 2022, the Company issued an aggregate of 51,319 immediately vested shares of the Company’s common stock as compensation to consultants, directors, and officers, with an aggregate issuance date fair value of $149,718, which was charged immediately to the condensed consolidated statement of operations for the three months ended March 31, 2022. Stock Options A summary of the option activity during the three months ended March 31, 2022 is presented below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2022 2,741,000 4.77 9.4 70,500 Granted - - Exercised - - Expired - - Forfeited - - Outstanding, March 31, 2022 2,741,000 4.77 9.2 $ 5,000 Exercisable, March 31, 2022 1,105,528 4.46 9.1 $ 5,000 As indicated in the table above, no options were issued for the three months ended March 31, 2022. For options issued during the three months ended March 31, 2021, the assumptions used in the Black Scholes valuation method were as follows: For the Three Months Ended March 31, 2022 Risk-free interest rate 0.75% Expected term in years 5.27 – 5.38 Expected volatility 100% Expected dividends 0% A summary of outstanding and exercisable stock options as of March 31, 2022 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 8.7 50,000 $ 4.43 1,580,000 8.9 772,444 $ 7.56 436,000 9.3 72,667 $ 3.95 675,000 9.7 210,417 2,741,000 9.1 1,105,528 The Company recognized stock-based compensation expense of $596,467 for the three months ended March 31, 2022, related to the amortization of stock options. Expense of $514,696 is included within general and administrative expenses and expense of $81,771 is included within research and development expenses on the condensed consolidated statements of operations. The full amount of stock-based compensation recognized for the period ended March 31, 2022 is considered to be related party expense. Stock-based compensation expense for the three months ended March 31, 2021 was $1,092,399; these expenses were included within general and administrative expenses on the condensed consolidated statement of operations for that period. The full amount of stock-based compensation recognized for the period ended March 31, 2021 was considered to be related party expense. As of March 31, 2022, there was $5,705,889 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 2.81 years. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 10 - RELATED PARTIES Accrued Expenses - Related Parties Accrued expenses - related parties was $37,640 as of March 31, 2022 and consists of $12,818 of interest accrued on loans due to a certain investor in the Company and $24,820 of accrued consulting fees for services provided by certain directors of the Company. Accrued expenses - related parties of $18,370 as of December 31, 2021, consists of interest accrued on loans and convertible notes due to certain officers and directors of the Company. Loans Payable - Related Parties Loans payable - related parties consists of $86,034 and $81,277 as of March 31, 2022 and December 31, 2021, respectively. See Note 7 - Loans Payable for more information. Research and Development Expenses - Related Parties Research and Development Expenses – Related Parties were $47,718 and $267,053 during the three months ended March 31, 2022 and 2021, respectively, and are related to consulting and professional fees paid to current or former officers, directors or greater than 5% stockholders, or affiliates thereof. General and Administrative Expenses - Related Parties General and Administrative Expenses – Related Parties during the three months ended March 31, 2022 and 2021 were $5,261 and $39,120, respectively. These expenses relate to professional fees paid to current or former officers, directors or greater than 5% stockholders, or affiliates thereof. Interest Expense - Related Parties During the three months ended March 31, 2022, the Company recorded $4,562 of interest income - related parties related to loans from greater than 5% stockholders or affiliates of the Company. During the three months ended March 31, 2021, the Company recorded $13,949 of interest expense - related parties, of which $11,526 related to interest on certain convertible notes held by officers and directors of the Company and $2,423 related to interest expense on loans from officers, directors greater than 5% stockholders, or affiliates thereof, of the Company. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS Amendments to Employee Agreements As disclosed in the Company’s previous filings, on April 27, 2022, the Company entered into amendments with six of its officers, executives and a consultant to revise the compensation agreements currently in place with such individuals. The agreements for three officers were amended to increase their base salaries by 3% and then, effective March 1, 2022, the base salaries of two of the officers were reduced by 20% each and the other salary was reduced by 25%; such reduced amounts (the “Accrued Amounts”) will be accrued until such time as the Company has sufficient cash on hand to pay the Accrued Amounts, which the Company expects will not be until it has raised a minimum of $15,000,000 (the “Funding Determination Date”). On the Funding Determination Date, their salaries will increase to the full new base salary and the Accrued Amounts will be paid by the Company, provided that in addition, at the discretion of the Board of Directors, the base salaries on the Funding Determination Date of each executive may be further increased by 2%. Pursuant to the amendments for two executives’ agreements, effective March 1, 2022, each of their salaries were reduced by $225,000 (100%) and $56,250 (25%), respectively, and such reduced amounts will be accrued and paid on the Funding Determination Date. In addition, pursuant to the consultant’s agreement, upon acceptance of the data for the Phase 2b clinical trial for Dupuytren’s Contracture for publication, which has occurred, his monthly fee increased to £23,000, provided that £4,000 of such increase will be accrued and £19,000 of such fees will be payable monthly per the payroll practices of the Company in cash effective March 1, 2022 and until the earlier of (a) November 1, 2022 or (b) the Funding Determination Date, at which time all Accrued Amounts will be due. Legal Matter – Action against the Company by Dr. Krauss On April 29, 2022, pursuant to the legal matter described in Note 8 – “Legal Matters – Action Against the Company by Dr. Krauss”, the Company paid $975,121 for advancement of legal fees incurred by Dr. Krauss, pursuant to a court order. The payment was made to an escrow account and the Company has objected to the amounts and nature of the expenses. Furthermore, the Company has filed a reimbursement claim for the amount advanced net of its deductible of $250,000 with its director and officers’ insurance policy carrier, of which no assurance can be provided that the directors and officers’ insurance policy will cover such amounts. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2021 under Note 3 - Summary of Significant Accounting Policies, except as disclosed in this note. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2021. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2020, which are included in the Company’s annual report on Form 10-K filed with the SEC on March 30, 2022. |
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 condensed 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. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and may cause actual results to differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is the United States dollar. The functional currency of certain subsidiaries is the Canadian Dollar (“CAD”) (0.7613 and 0.7874 CAD to 1 US dollar each as of March 31, 2022 and December 31, 2021, respectively) or British Pound (“GBP”) (1.3133 and 1.3510 GBP to 1 US dollar, each as of March 31, 2022 and December 31, 2021, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7454 and 0.7896 CAD to 1 US dollar and 1.3413 and 1.3784 GBP to 1 US dollar for each of the three months ended March 31, 2022 and 2021, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. Comprehensive income (loss) is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the three months ended March 31, 2022 and 2021, the Company recorded other comprehensive (loss) income of ($728,081) and $189,348, 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 ($142) and $11,148 of foreign currency transaction (losses) gains for the three months ended March 31, 2022 and 2021, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). |
Accrued Issuable Equity | Accrued Issuable Equity The Company records accrued issuable equity when it is contractually obligated to issue shares and sometimes there are administrative delays 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 condensed consolidated statement 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. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following table details the net income (loss) per share calculation, reconciles between basic and diluted weighted average shares outstanding, and presents the potentially dilutive shares that are excluded from the calculation of the weighted average diluted common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended 2022 2021 Numerator: Net income (loss) $ 1,563,713 $ (16,198,585 ) Weighted average shares outstanding (denominator for basic earnings per share) 34,059,927 27,953,302 Effects of dilutive securities: Assumed exercise of stock options, treasury stock method 8,834 - Assumed exercise of warrants, treasury stock method - - Dilutive potential common shares 8,834 - Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 34,068,762 27,953,302 Basic earnings per share $ 0.05 $ (0.58 ) Diluted earnings per share $ 0.05 $ (0.58 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Three Months Ended 2022 2021 Options 2,691,000 1,630,000 Warrants 11,153,908 8,628,908 Convertible debt (a) - 100,361 Total potentially dilutive shares 13,844,908 10,359,269 a) Represents shares issuable upon conversion of debt at various conversion prices, some of which were calculated using the fair value of the Company’s common stock at the respective balance sheet date. |
Warrant, Option and Convertible Instrument Valuation | Warrant, Option and Convertible Instrument Valuation The Company has computed the fair value of warrants and options using a Black-Scholes model. The expected term used for warrants is the contractual life and the expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. |
Subsequent Events | Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before these condensed consolidated financial statements were issued. Based upon that evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 11 - Subsequent Events. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of reconciles between basic and diluted weighted average shares outstanding | For the Three Months Ended 2022 2021 Numerator: Net income (loss) $ 1,563,713 $ (16,198,585 ) Weighted average shares outstanding (denominator for basic earnings per share) 34,059,927 27,953,302 Effects of dilutive securities: Assumed exercise of stock options, treasury stock method 8,834 - Assumed exercise of warrants, treasury stock method - - Dilutive potential common shares 8,834 - Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) 34,068,762 27,953,302 Basic earnings per share $ 0.05 $ (0.58 ) Diluted earnings per share $ 0.05 $ (0.58 ) |
Schedule of anti dilutive common shares | For the Three Months Ended 2022 2021 Options 2,691,000 1,630,000 Warrants 11,153,908 8,628,908 Convertible debt (a) - 100,361 Total potentially dilutive shares 13,844,908 10,359,269 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | March 31, December 31, 2022 2021 Consulting fees $ 427,197 $ 548,281 Professional fees 195,765 252,973 Litigation settlements (1) 1,025,122 300,000 Employee and director compensation 786,721 725,569 Research and development fees 159,694 91,737 Interest 28,067 25,433 Other 4,895 20,587 $ 2,627,461 $ 1,964,580 (1) See Note 8 - Commitments and Contingencies, Legal Matters |
Accrued Issuable Equity (Tables
Accrued Issuable Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Issuable Equity [Abstract] | |
Schedule of accrued issuable equity activity | Balance at January 1, 2022 $ - Additions 48,600 Mark to market (17,520 ) Balance at March 31, 2022 $ 31,080 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair value of Level 3 derivative liabilities on recurring basis | Warrants Public Private SPAC SPAC PIPE Other Total Balance as of January 1, 2022 $ 8,048,850 $ 467,325 $ 6,516,300 $ 187,892 $ 15,220,367 Change in fair value of derivative liabilities (1,852,650 ) (251,250 ) (3,044,800 ) (81,414 ) (5,230,114 ) Balance as of March 31, 2022 $ 6,196,200 $ 216,075 $ 3,471,500 $ 106,478 $ 9,990,253 |
Schedule of option pricing models to derivatives assumed | March 31, Risk-free interest rate 2.30% - 2.44% Expected term in years 2.34 - 3.90 Expected volatility 91.0% - 105% Expected dividends 0% December 31, 2021 Risk-free interest rate 0.85% - 1.14% Expected term in years 2.59 – 4.15 Expected volatility 98.5% Expected dividends 0% |
Schedule of warrant activity | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Life in Years Intrinsic Outstanding, December 31, 2021 11,153,908 9.06 4.1 Issued - - Exercised - - Cancelled - - Expired - - Outstanding, March 31, 2022 11,153,908 $ 9.06 3.8 - Exercisable, March 31, 2022 11,153,908 $ 9.06 3.8 - |
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 3.9 2,564,000 $ 5.28 63,658 3.1 63,658 $ 7.07 25,000 2.3 25,000 $ 7.50 2,500,000 4.4 2,500,000 $ 11.50 6,001,250 3.6 6,001,250 11,153,908 3.8 11,153,908 |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Loans Payable [Abstract] | |
Schedule of loans payable activity | Principal Forgiveness Principal Adjustment Effect of Principal Paycheck Protection Program $ 41,312 $ - $ (30,967 ) $ - $ - $ 10,345 Bounce Back Loan Scheme 61,169 - (3,131 ) - (1,710 ) 56,328 First Assurance Funding 1,618,443 - (481,321 ) (14,042 ) (2) - 1,123,080 Other loans payable 155,320 - - (5,000 ) (1) - 150,320 Total loans payable $ 1,876,244 $ - $ (515,419 ) $ (19,042 ) $ (1,710 ) $ 1,340,073 Less: loans payable - current portion 1,828,079 1,296,466 Loans payable - noncurrent portion $ 48,165 $ 43,607 |
Schedule of related party loans payable | Principal Reclass Effect of Principal Loans payable issued between September 18, 2019 through November 4, 2020 $ 81,277 $ 5,000 $ (243 ) $ 86,034 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of option activity | Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2022 2,741,000 4.77 9.4 70,500 Granted - - Exercised - - Expired - - Forfeited - - Outstanding, March 31, 2022 2,741,000 4.77 9.2 $ 5,000 Exercisable, March 31, 2022 1,105,528 4.46 9.1 $ 5,000 |
Schedule of assumptions used in the black scholes valuation method | For the Three Months Ended March 31, 2022 Risk-free interest rate 0.75% Expected term in years 5.27 – 5.38 Expected volatility 100% Expected dividends 0% |
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 8.7 50,000 $ 4.43 1,580,000 8.9 772,444 $ 7.56 436,000 9.3 72,667 $ 3.95 675,000 9.7 210,417 2,741,000 9.1 1,105,528 |
Going Concern and Management'_2
Going Concern and Management's Plans (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Net income | $ 1,563,713 |
Cash used in operations | 2,072,931 |
Accumulated deficit | 67,118,573 |
Working capital | $ 6,120,408 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Foreign currency translation description | The functional currency of certain subsidiaries is the Canadian Dollar (“CAD”) (0.7613 and 0.7874 CAD to 1 US dollar each as of March 31, 2022 and December 31, 2021, respectively) or British Pound (“GBP”) (1.3133 and 1.3510 GBP to 1 US dollar, each as of March 31, 2022 and December 31, 2021, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7454 and 0.7896 CAD to 1 US dollar and 1.3413 and 1.3784 GBP to 1 US dollar for each of the three months ended March 31, 2022 and 2021, 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 (loss) income | $ (728,081) | $ 189,348 |
Foreign currency transaction (losses) gains | $ (142) | $ 11,148 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of reconciles between basic and diluted weighted average shares outstanding - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net income (loss) (in Dollars) | $ 1,563,713 | $ (16,198,585) |
Weighted average shares outstanding (denominator for basic earnings per share) | 34,059,927 | 27,953,302 |
Effects of dilutive securities: | ||
Assumed exercise of stock options, treasury stock method | 8,834 | |
Assumed exercise of warrants, treasury stock method | ||
Dilutive potential common shares | 8,834 | |
Weighted average shares and assumed potential common shares (denominator for diluted earnings per share, treasury method) | 34,068,762 | 27,953,302 |
Basic earnings per share (in Dollars per share) | $ 0.05 | $ (0.58) |
Diluted earnings per share (in Dollars per share) | $ 0.05 | $ (0.58) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of anti dilutive common shares - shares | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Schedule of anti dilutive common shares [Abstract] | |||
Options | 2,691,000 | 1,630,000 | |
Warrants | 11,153,908 | 8,628,908 | |
Convertible debt | [1] | 100,361 | |
Total potentially dilutive shares | 13,844,908 | 10,359,269 | |
[1] | Represents shares issuable upon conversion of debt at various conversion prices, some of which were calculated using the fair value of the Company’s common stock at the respective balance sheet date. |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 37,640 | $ 18,370 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | ||
Schedule of accrued expenses [Abstract] | |||
Consulting fees | $ 427,197 | $ 548,281 | |
Professional fees | 195,765 | 252,973 | |
Litigation accrual | [1] | 1,025,122 | 300,000 |
Employee and director compensation | 786,721 | 725,569 | |
Research and development fees | 159,694 | 91,737 | |
Interest | 28,067 | 25,433 | |
Other | 4,895 | 20,587 | |
Total | $ 2,627,461 | $ 1,964,580 | |
[1] | See Note 8 - Commitments and Contingencies, Legal Matters |
Accrued Issuable Equity (Detail
Accrued Issuable Equity (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Accrued Issuable Equity [Abstract] | |
Issuance share of common stock | shares | 2,400 |
Market price per share | $ / shares | $ 4.05 |
Aggregate value | $ | $ 48,600 |
Fair value per share | $ / shares | $ 2.59 |
Change in fair market value | $ | $ 17,520 |
Accrued Issuable Equity (Deta_2
Accrued Issuable Equity (Details) - Schedule of accrued issuable equity activity | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Schedule of accrued issuable equity activity [Abstract] | |
Balance | |
Additions | 48,600 |
Mark to market | (17,520) |
Balance | $ 31,080 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | Mar. 12, 2021 | Nov. 06, 2020 | Jul. 29, 2021 | Mar. 31, 2022 | Feb. 23, 2021 |
Derivative Liabilities (Details) [Line Items] | |||||
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) until November 6, 2025, subject to adjustment. No fractional shares will be issued upon exercise of the Public SPAC Warrants. Management has determined that the Public SPAC Warrants contain a tender offer provision which could result in the Public SPAC Warrants settling for the tender offer consideration (including potentially cash) in a transaction that didn’t result in a change-in-control. This feature results in the Public SPAC Warrants being precluded from equity classification. Accordingly, the Public SPAC Warrants are classified as liabilities measured at fair value, with changes in fair value each period reported in earnings | ||||
SPAC warrants | $ 6,196,200 | ||||
Fair value of derivative liabilities | 1,852,650 | ||||
PIPE Warrants [Member] | |||||
Derivative Liabilities (Details) [Line Items] | |||||
Fair value of derivative liabilities | 3,044,800 | ||||
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 | $ 3,471,500 | ||||
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% | ||||
Initial Public Offering [Member] | Public SPAC Warrants [Member] | |||||
Derivative Liabilities (Details) [Line Items] | |||||
Aggregate amount (in Shares) | 11,500,000 | ||||
Private SPAC Warrants [Member] | |||||
Derivative Liabilities (Details) [Line Items] | |||||
Aggregate amount (in Shares) | 502,500 | ||||
Warrant, description | Each Private SPAC Warrant entitles the holder to purchase one-half of one share of the Company’s common stock at an exercise price of $5.75 per half share ($11.50 per whole share) until November 6, 2025, subject to adjustment. No fractional shares will be issued upon exercise of the Private SPAC Warrants. Management has determined that the Private SPAC Warrants contain a tender offer provision which could result in the Private SPAC Warrants settling for the tender offer consideration (including potentially cash) in a transaction that didn’t result in a change-in-control. This feature (amongst others) results in the Private SPAC Warrants being precluded from equity classification. | ||||
SPAC warrants | $ 216,075 | ||||
Fair value of derivative liabilities | 251,250 | ||||
Fair value of warrants | 23,530 | ||||
Alpha Warrant [Member] | |||||
Derivative Liabilities (Details) [Line Items] | |||||
Business combination warrants value | 20,031 | ||||
AGP Warrant [Member] | |||||
Derivative Liabilities (Details) [Line Items] | |||||
Fair value of derivative liabilities | 57,884 | ||||
Exercise price per share (in Dollars per share) | $ 5.28 | ||||
Warrant revalued | $ 86,447 | ||||
Purchase of aggregate shares (in Shares) | 63,658 | 63,658 | |||
Exercise price per share (in Dollars per share) | $ 5.28 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of fair value of Level 3 derivative liabilities on recurring basis | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Public SPAC Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 8,048,850 |
Change in fair value of derivative liabilities | (1,852,650) |
Ending balance | 6,196,200 |
Private SPAC Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 467,325 |
Change in fair value of derivative liabilities | (251,250) |
Ending balance | 216,075 |
PIPE Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 6,516,300 |
Change in fair value of derivative liabilities | (3,044,800) |
Ending balance | 3,471,500 |
Other Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 187,892 |
Change in fair value of derivative liabilities | (81,414) |
Ending balance | 106,478 |
Convertible Notes [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 15,220,367 |
Change in fair value of derivative liabilities | (5,230,114) |
Ending balance | $ 9,990,253 |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of option pricing models to derivatives assumed | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Expected volatility | 98.50% | |
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Risk-free interest rate | 2.30% | 0.85% |
Expected term in years | 2 years 4 months 2 days | 2 years 7 months 2 days |
Expected volatility | 91.00% | |
Maximum [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Risk-free interest rate | 2.44% | 1.14% |
Expected term in years | 3 years 10 months 24 days | 4 years 1 month 24 days |
Expected volatility | 105.00% |
Derivative Liabilities (Detai_4
Derivative Liabilities (Details) - Schedule of warrant activity | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Schedule of warrant activity [Abstract] | |
Number of Warrants, Beginning balance | shares | 11,153,908 |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 9.06 |
Weighted Average Remaining Life in Years, Beginning balance | 4 years 1 month 6 days |
Number of Warrants, Outstanding balance | shares | 11,153,908 |
Weighted Average Exercise Price, Outstanding balance | $ / shares | $ 9.06 |
Weighted Average Remaining Life in Years, Outstanding balance | 3 years 9 months 18 days |
Number of Warrants, Exercisable balance | shares | 11,153,908 |
Weighted Average Exercise Price, Exercisable balance | $ / shares | $ 9.06 |
Weighted Average Remaining Life in Years, Exercisable balance | 3 years 9 months 18 days |
Number of Warrants, Issued | shares | |
Weighted Average Exercise Price, Issued | $ / shares | |
Number of Warrants, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Warrants, Cancelled | shares | |
Weighted Average Exercise Price, Cancelled | $ / shares | |
Number of Warrants, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares |
Derivative Liabilities (Detai_5
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants | 3 Months Ended |
Mar. 31, 2022shares | |
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | |
Warrants Outstanding Number of Shares | 11,153,908 |
Warrants Exercisable Number of Shares | 11,153,908 |
Warrants Exercisable Weighted Average Remaining Life in Years | 3 years 9 months 18 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 | 3 years 10 months 24 days |
5.28 [Member] | |
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | |
Warrants Outstanding Number of Shares | 63,658 |
Warrants Exercisable Number of Shares | 63,658 |
Warrants Exercisable Weighted Average Remaining Life in Years | 3 years 1 month 6 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 3 months 18 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 4 months 24 days |
11.50 [Member] | |
Derivative Liabilities (Details) - Schedule of outstanding and exercisable warrants [Line Items] | |
Warrants Outstanding Number of Shares | 6,001,250 |
Warrants Exercisable Number of Shares | 6,001,250 |
Warrants Exercisable Weighted Average Remaining Life in Years | 3 years 7 months 6 days |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Loans Payable (Details) [Line Items] | ||
Aggregate amount paid | $ 481,321 | |
Partial satisfaction of other loans payable | 3,131 | |
Aggregate principal amount | 30,967 | |
Interest expense — related parties | 4,562 | |
Accrued interest | 27,086 | $ 24,212 |
Accrued interest - related parties | 12,818 | 812 |
Loans Payable [Member] | ||
Loans Payable (Details) [Line Items] | ||
Interest expense | $ 7,415 | 8,257 |
Interest expense — related parties | $ 10,103 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of loans payable activity | 3 Months Ended | |
Mar. 31, 2022USD ($) | ||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||
Principal Balance | $ 1,876,244 | |
Forgiveness | ||
Principal Repaid in Cash | (515,419) | |
Adjustment | (19,042) | |
Effect of Foreign Exchange Rates | (1,710) | |
Principal Balance | 1,340,073 | |
Loans payable - non-current portion | 48,165 | |
Loans payable - non-current portion | 43,607 | |
Less: loans payable - current portion | 1,828,079 | |
Less: loans payable - current portion | 1,296,466 | |
Paycheck Protection Program [Member] | ||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||
Principal Balance | 41,312 | |
Forgiveness | ||
Principal Repaid in Cash | (30,967) | |
Effect of Foreign Exchange Rates | ||
Principal Balance | 10,345 | |
Bounce Back Loan Scheme [Member] | ||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||
Principal Balance | 61,169 | |
Forgiveness | ||
Principal Repaid in Cash | (3,131) | |
Effect of Foreign Exchange Rates | (1,710) | |
Principal Balance | 56,328 | |
First Assurance Funding [Member] | ||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||
Principal Balance | 1,618,443 | |
Forgiveness | ||
Principal Repaid in Cash | (481,321) | |
Adjustment | (14,042) | [1] |
Effect of Foreign Exchange Rates | ||
Principal Balance | 1,123,080 | |
Other loans payable [Member] | ||
Loans Payable (Details) - Schedule of loans payable activity [Line Items] | ||
Principal Balance | 155,320 | |
Forgiveness | ||
Principal Repaid in Cash | ||
Adjustment | (5,000) | [2] |
Effect of Foreign Exchange Rates | ||
Principal Balance | $ 150,320 | |
[1] | Note that this amount was related to finance charges and was reclassified. | |
[2] | Note that this amount was reclassified to related party payables. |
Loans Payable (Details) - Sch_2
Loans Payable (Details) - Schedule of related party loans payable | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Loans payable issued between | |
Principal Balance at beginning balance | $ 81,277 |
Reclass from Loans Payable | 5,000 |
Effect of Foreign Exchange Rate | (243) |
Principal Balance at ending balance | $ 86,034 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Sep. 01, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2022CAD ($) | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||||
Compensatory damages | $ 11,286,570 | |||
Legal expenses | $ 250,000 | |||
Principal amount | $ 371,178 | |||
Additional amount | 300,000 | |||
Interest accruing | 6,776,686 | |||
Commitments combined amount | 3,460,584 | $ 4,395,000 | ||
Additional sum of amount | $ 2,721,036 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stockholders' Equity (Details) [Line Items] | ||
Stock based compensation expense | $ 596,467 | |
General and administrative expenses | 514,696 | $ 1,092,399 |
Research and development expenses | 81,771 | |
Unrecognized stock based compensation expense | $ 5,705,889 | |
Weighted average remaining vesting period | 2 years 9 months 21 days | |
Common Stock Issued For Services [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Aggregate shares (in Shares) | 51,319 | |
Aggregate issuance date fair value | $ 149,718 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of option activity | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Schedule of option activity [Abstract] | |
Number of Options, Outstanding Beginning | shares | 2,741,000,000,000 |
Weighted Average Exercise Price, Outstanding Beginning | $ / shares | $ 4.77 |
Weighted Average Remaining Term (Yrs), Outstanding Beginning | 9 years 4 months 24 days |
Intrinsic Value, Outstanding Beginning | $ | $ 70,500 |
Number of Options, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Remaining Term (Yrs), Granted | |
Intrinsic Value, Granted | $ | |
Number of Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Remaining Term (Yrs), Exercised | |
Intrinsic Value, Exercised | $ | |
Number of Options, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Remaining Term (Yrs), Expired | |
Intrinsic Value, Expired | $ | |
Number of Options, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Remaining Term (Yrs), Forfeited | |
Intrinsic Value, Forfeited | $ | |
Number of Options, Outstanding ending | shares | 2,741,000,000,000 |
Weighted Average Exercise Price, Outstanding ending | $ / shares | $ 4.77 |
Weighted Average Remaining Term (Yrs), Outstanding ending | 9 years 2 months 12 days |
Intrinsic Value, Outstanding ending | $ | $ 5,000 |
Number of Options, Exercisable ending | shares | 1,105,528,000,000 |
Weighted Average Exercise Price, Exercisable ending | $ / shares | $ 4.46 |
Weighted Average Remaining Term (Yrs), Exercisable ending | 9 years 1 month 6 days |
Intrinsic Value, Exercisable ending | $ | $ 5,000 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of assumptions used in the black scholes valuation method | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Stockholders' Equity (Details) - Schedule of assumptions used in the black scholes valuation method [Line Items] | |
Risk-free interest rate | 0.75% |
Expected volatility | 100.00% |
Expected dividends | $ 0 |
Minimum [Member] | |
Stockholders' Equity (Details) - Schedule of assumptions used in the black scholes valuation method [Line Items] | |
Expected term in years | 5 years 3 months 7 days |
Maximum [Member] | |
Stockholders' Equity (Details) - Schedule of assumptions used in the black scholes valuation method [Line Items] | |
Expected term in years | 5 years 4 months 17 days |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of outstanding and exercisable stock options | 3 Months Ended |
Mar. 31, 2022shares | |
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 1 month 6 days |
Stock Options Exercisable, Number of Shares | 1,105,528 |
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 8 months 12 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 | 8 years 10 months 24 days |
Stock Options Exercisable, Number of Shares | 772,444 |
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 3 months 18 days |
Stock Options Exercisable, Number of Shares | 72,667 |
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 8 months 12 days |
Stock Options Exercisable, Number of Shares | 210,417 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Parties (Details) [Line Items] | |||
Accrued expenses - related parties | $ 37,640 | $ 18,370 | |
Consulting fees | 24,820 | ||
Loans payable - related parties | 86,034 | $ 81,277 | |
Research and development expenses - related parties | 47,718 | $ 267,053 | |
General and administrative expenses - related parties | 5,261 | $ 39,120 | |
Officers and Directors [Member] | |||
Related Parties (Details) [Line Items] | |||
Accrued interest | $ 12,818 | ||
Director [Member] | |||
Related Parties (Details) [Line Items] | |||
Stockholder | 5.00% | ||
Investors | 5.00% | 5.00% | |
Officers and Directors [Member] | |||
Related Parties (Details) [Line Items] | |||
Investors | 5.00% | ||
Interest Expense [Member] | |||
Related Parties (Details) [Line Items] | |||
Related party interest expense on loans payable | $ 2,423 | ||
Interest Expense [Member] | Officers and Directors [Member] | |||
Related Parties (Details) [Line Items] | |||
Related party interest expense | $ 4,562 | 13,949 | |
Interest Expense [Member] | Officers and Directors [Member] | |||
Related Parties (Details) [Line Items] | |||
Interest expense on related party loans | $ 11,526 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 29, 2022 | Apr. 27, 2022 | Mar. 01, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsequent Events (Details) [Line Items] | |||||
Percentage of salary | 2.00% | ||||
Accrued amounts (in Dollars) | $ 15,000,000 | ||||
Salary reduce (in Dollars) | $ 56,250 | ||||
Legal fees (in Dollars) | $ 250,000 | ||||
Consultant agreement description | In addition, pursuant to the consultant’s agreement, upon acceptance of the data for the Phase 2b clinical trial for Dupuytren’s Contracture for publication, which has occurred, his monthly fee increased to £23,000, provided that £4,000 of such increase will be accrued and £19,000 of such fees will be payable monthly per the payroll practices of the Company in cash effective March 1, 2022 and until the earlier of (a) November 1, 2022 or (b) the Funding Determination Date, at which time all Accrued Amounts will be due. | ||||
One Executives Agreement [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Percentage of reduce salary | 100.00% | ||||
Salary reduce (in Dollars) | $ 225,000 | ||||
Two Executives Agreement [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Percentage of reduce salary | 25.00% | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Percentage of salary | 3.00% | ||||
Legal fees (in Dollars) | $ 975,121 | ||||
Reimbursement claim (in Dollars) | $ 250,000 | ||||
Officer One [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Percentage of reduce salary | 20.00% | ||||
Officer Two [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Percentage of reduce salary | 25.00% |