Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 22, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | Portions of the registrant’s definitive proxy statement relating to its 2024 annual meeting of shareholders (the “ 2024 Proxy Statement | ||
Entity Information [Line Items] | |||
Entity Registrant Name | 180 LIFE SCIENCES CORP. | ||
Entity Central Index Key | 0001690080 | ||
Entity File Number | 001-38105 | ||
Entity Tax Identification Number | 90-1890354 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 5,850,736 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 3000 El Camino Real | ||
Entity Address, Address Line Two | Bldg. 4 | ||
Entity Address, Address Line Three | Suite 200 | ||
Entity Address, City or Town | Palo Alto | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94306 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (650) | ||
Local Phone Number | 507-0669 | ||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 852,772 | ||
Common Stock, par value $0.0001 per share | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | ATNF | ||
Security Exchange Name | NASDAQ | ||
Warrants to purchase shares of Common Stock | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Warrants to purchase shares of Common Stock | ||
Trading Symbol | ATNFW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Marcum, LLP |
Auditor Firm ID | 688 |
Auditor Location | San Francisco, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 1,975,799 | $ 6,970,110 |
Prepaid expenses and other current assets | 1,664,107 | 1,958,280 |
Total Current Assets | 3,639,906 | 8,928,390 |
Intangible assets, net | 1,619,570 | 1,658,858 |
In-process research and development | 9,063,000 | |
Total Assets | 5,259,476 | 19,650,248 |
Current Liabilities: | ||
Accounts payable | 1,892,611 | 1,801,210 |
Accrued expenses | 1,869,814 | 2,284,516 |
Loans payable - current portion | 1,034,124 | 1,308,516 |
Derivative liabilities | 58 | 75,381 |
Total Current Liabilities | 5,062,616 | 5,657,782 |
Loans payable - noncurrent portion | 19,936 | 31,189 |
Deferred tax liability | 304,657 | 2,617,359 |
Total Liabilities | 5,387,209 | 8,306,330 |
Commitments and contingencies (Note 9) | ||
Stockholders’ (Deficit) Equity: | ||
Preferred stock value | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 534,719 and 197,209 shares issued and outstanding at December 31, 2023 and 2022, respectively | 54 | 20 |
Additional paid-in capital | 130,117,209 | 121,637,966 |
Accumulated other comprehensive income | (2,901,339) | (2,885,523) |
Accumulated deficit | (127,343,657) | (107,408,545) |
Total Stockholders’ (Deficit) Equity | (127,733) | 11,343,918 |
Total Liabilities and Stockholders’ Equity | 5,259,476 | 19,650,248 |
Class C Preferred Stock | ||
Stockholders’ (Deficit) Equity: | ||
Preferred stock value | ||
Class K Preferred Stock | ||
Stockholders’ (Deficit) Equity: | ||
Preferred stock value | ||
Related Party | ||
Current Liabilities: | ||
Accounts payable – related parties | 266,009 | |
Accrued expenses - related parties | $ 188,159 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 534,719 | 197,209 |
Common stock, shares outstanding | 534,719 | 197,209 |
Class C Preferred Stock | ||
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Class K Preferred Stock | ||
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Expenses: | ||
Total Operating Expenses | $ 13,477,500 | $ 17,897,965 |
Loss From Operations | (13,477,500) | (17,897,965) |
Other Income (Expenses): | ||
Other income | 21,074 | |
Interest expense | (44,828) | (28,175) |
Interest income – related parties | 1,508 | |
Loss on goodwill impairment | (33,547,278) | |
Loss on IP R&D impairment | (9,063,000) | (3,342,084) |
Change in fair value of derivative liabilities | 75,323 | 15,144,986 |
Gain on settlement of accrued liability | 204,405 | |
Total Other Expense, Net | (8,807,026) | (21,771,043) |
Net Loss Before Income Taxes | (22,284,526) | (39,669,008) |
Income tax benefit | 2,349,414 | 942,749 |
Net Loss | (19,935,112) | (38,726,259) |
Other Comprehensive Loss: | ||
Foreign currency translation adjustments | (15,816) | (3,702,963) |
Total Comprehensive Loss | $ (19,950,928) | $ (42,429,222) |
Basic Net Loss per Common Share (in Dollars per share) | $ (52.59) | $ (387.18) |
Weighted Average Number of Common Shares Outstanding: (in Shares) | 379,089 | 100,021 |
Non-Related Party | ||
Operating Expenses: | ||
Research and development | $ 2,303,751 | $ 2,191,834 |
General and administrative | 10,646,417 | 15,459,788 |
Related Party | ||
Operating Expenses: | ||
Research and development | 480,777 | 240,731 |
General and administrative | $ 46,555 | $ 5,612 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Diluted Net Loss per Common Share | $ (52.59) | $ (387.18) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total | |
Balance at Dec. 31, 2021 | $ 9 | $ 107,187,532 | $ 817,440 | $ (68,682,286) | $ 39,322,695 | |
Balance (in Shares) at Dec. 31, 2021 | 89,569 | |||||
Adjustment related to reverse stock split | ||||||
Adjustment related to reverse stock split (in Shares) | 505 | |||||
Issuance of July 2022 pre-funded warrants | [1] | 2,562,265 | 2,562,265 | |||
Shares issued from exercise of July 2022 pre-funded warrants | [1] | $ 1 | 262 | 263 | ||
Shares issued from exercise of July 2022 pre-funded warrants (in Shares) | [1] | 6,297 | ||||
Shares issued in connection with July 2022 Offering | [1] | $ 1 | 3,407,489 | 3,407,490 | ||
Shares issued in connection with July 2022 Offering (in Shares) | [1] | 9,211 | ||||
Issuance of December 2022 pre-funded warrants | 4,823,187 | 4,823,187 | ||||
Shares issued from exercise of December 2022 pre-funded warrants | $ 8 | 142 | 150 | |||
Shares issued from exercise of December 2022 pre-funded warrants (in Shares) | 78,910 | |||||
Shares issued in connection with December 2022 Offering | $ 1 | 691,672 | 691,673 | |||
Shares issued in connection with December 2022 Offering (in Shares) | 11,316 | |||||
Shares issued for professional services to directors | 331,591 | 331,591 | ||||
Shares issued for professional services to directors (in Shares) | 739 | |||||
Stock-based compensation | 2,633,826 | 2,633,826 | ||||
Stock-based compensation (in Shares) | 32 | |||||
Net loss | (38,726,259) | (38,726,259) | ||||
Other comprehensive loss | (3,702,963) | (3,702,963) | ||||
Balance at Dec. 31, 2022 | $ 20 | 121,637,966 | (2,885,523) | (107,408,545) | 11,343,918 | |
Balance (in Shares) at Dec. 31, 2022 | 197,209 | |||||
Adjustment related to reverse stock split | $ 1 | (1) | ||||
Adjustment related to reverse stock split (in Shares) | 37 | |||||
Shares issued for professional services to directors | 60,624 | 60,624 | ||||
Shares issued for professional services to directors (in Shares) | 4,763 | |||||
Shares issued for professional services to executive chairman | $ 1 | 28,564 | 28,565 | |||
Shares issued for professional services to executive chairman (in Shares) | 7,126 | |||||
Issuance of April 2023 pre-funded and common warrants, net | [2] | 2,337,706 | 2,337,706 | |||
Shares issued from exercise of April 2023 pre-funded warrants | [2] | $ 6 | 111 | 117 | ||
Shares issued from exercise of April 2023 pre-funded warrants (in Shares) | [2] | 61,615 | ||||
Shares issued in connection with April 2023 Offering | [2] | $ 2 | 382,180 | 382,182 | ||
Shares issued in connection with April 2023 Offering (in Shares) | [2] | 21,053 | ||||
Issuance of August 2023 pre-funded and common warrants, net | [3] | 2,459,282 | 2,459,282 | |||
Shares issued from exercise of August 2023 pre-funded warrants | [3] | $ 20 | 375 | 395 | ||
Shares issued from exercise of August 2023 pre-funded warrants (in Shares) | [3] | 207,814 | ||||
Shares issued in connection with August 2023 Offering | [3] | $ 4 | 245,344 | 245,348 | ||
Shares issued in connection with August 2023 Offering (in Shares) | [3] | 35,102 | ||||
Issuance of pre-funded and common warrants from Amendment to August 2023 SPA, net | 770,923 | 770,923 | ||||
Stock-based compensation | 2,194,135 | 2,194,135 | ||||
Net loss | (19,935,112) | (19,935,112) | ||||
Other comprehensive loss | (15,816) | (15,816) | ||||
Balance at Dec. 31, 2023 | $ 54 | $ 130,117,209 | $ (2,901,339) | $ (127,343,657) | $ (127,733) | |
Balance (in Shares) at Dec. 31, 2023 | 534,719 | |||||
[1] Consists of $6,499,737 of gross proceeds from the July 2022 Offering; gross proceeds of $3,710,000 are related to the common shares and common warrants issued and includes $302,510 in related placement agent fees and other offering costs, and $2,789,737 in gross proceeds are in connection with the pre-funded warrants and includes $227,472 in related placement agent fees and other offering costs. At the end of the period, 81,426 July 2022 pre-funded warrants were exercised for proceeds of $155. Consists of $2,999,882 of gross proceeds from the April 2023 Offering; gross proceeds of $421,527 are related to common shares issued (with related placement agent fees of $39,343), gross proceeds of $1,233,564 are related to pre-funded warrants issued (with related placement agent fees of $115,134) and gross proceeds of $1,344,791 are related to common warrants issued (with related placement agent fees of $125,516). At the end of the current period, all 61,615 April 2023 pre-funded warrants were exercised for proceeds of $117. Consists of $2,999,605 of gross proceeds from the August 2023 Offering; gross proceeds of $272,106 are related to common shares issued (with related placement agent fees of $26,758), gross proceeds of $1,449,470 are related to pre-funded warrants issued (with related placement agent fees of $142,538) and gross proceeds of $1,278,029 are related to common warrants issued (with related placement agent fees of $125,679). At the end of the year, 207,814 August 2023 pre-funded warrants were exercised for proceeds of $395. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net loss | $ (19,935,112) | $ (38,726,259) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Shares issued for services | 89,189 | 331,591 |
Amortization of stock options and restricted stock units | 2,194,135 | 2,633,826 |
Impairment of goodwill | 33,547,278 | |
Impairment of IP R&D assets | 9,063,000 | 3,342,084 |
Amortization of intangibles | 105,675 | 109,004 |
Deferred tax liability | (2,349,683) | (942,749) |
Change in fair value of derivative liabilities | (75,323) | (15,144,986) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 337,282 | 1,018,303 |
Accounts payable | 230,402 | 1,214,599 |
Accounts payable – related parties | 56,008 | |
Accrued expenses | (440,621) | 319,936 |
Accrued expenses – related parties | (197,175) | 169,788 |
Total adjustments | 9,012,889 | 26,598,674 |
Net Cash Used In Operating Activities | (10,922,223) | (12,127,585) |
Cash Flows from Financing Activities | ||
Proceeds from loans payable (Note 8) | 969,322 | 1,060,890 |
Repayment of loans payable, net of adjustments (Note 8) | (1,257,388) | (1,591,035) |
Repayment of loans payable – related parties | (81,277) | |
Net Cash Provided By Financing Activities | 5,907,887 | 10,873,606 |
Effect of Exchange Rate Changes on Cash | 20,025 | (419) |
Net Decrease In Cash | (4,994,311) | (1,254,398) |
Cash - Beginning of Period | 6,970,110 | 8,224,508 |
Cash - End of Period | 1,975,799 | 6,970,110 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for income taxes | ||
Cash paid during the period for interest | 21,722 | 15,060 |
Offering costs in connection with July 2022 sale of common stock and common stock warrants | ||
Cash Flows from Financing Activities | ||
Offering costs | (529,982) | |
Offering costs in connection with December 2022 sale of common stock and common stock warrants | ||
Cash Flows from Financing Activities | ||
Offering costs | (484,991) | |
Offering costs in connection with April 2023 sale of common stock and common stock warrants | ||
Cash Flows from Financing Activities | ||
Offering costs | (279,994) | |
Offering costs in connection with August 2023 sale of common stock and common stock warrants | ||
Cash Flows from Financing Activities | ||
Offering costs | (294,976) | |
Offering costs in connection with the repricing of the August 2023 Offering | ||
Cash Flows from Financing Activities | ||
Offering costs | (59,846) | |
Proceeds from sale of July 2022 common stock and common stock warrants | ||
Cash Flows from Financing Activities | ||
Proceeds from sale | 6,499,737 | |
Proceeds from sale of December 2022 common stock and common stock warrants | ||
Cash Flows from Financing Activities | ||
Proceeds from sale | 5,999,851 | |
Proceeds from sale of April 2023 common stock and common stock warrants | ||
Cash Flows from Financing Activities | ||
Proceeds from sale | 2,999,882 | |
Proceeds from sale of August 2023 common stock and common stock warrants | ||
Cash Flows from Financing Activities | ||
Proceeds from sale | 2,999,606 | |
Proceeds from exercise of July 2022 pre-funded warrants | ||
Cash Flows from Financing Activities | ||
Proceeds from exercise pre-funded warrants | 263 | |
Proceeds from exercise of December 2022 pre-funded warrants | ||
Cash Flows from Financing Activities | ||
Proceeds from exercise pre-funded warrants | 150 | |
Proceeds from exercise of April 2023 pre-funded warrants | ||
Cash Flows from Financing Activities | ||
Proceeds from exercise pre-funded warrants | 117 | |
Proceeds from exercise of August 2023 pre-funded warrants | ||
Cash Flows from Financing Activities | ||
Proceeds from exercise pre-funded warrants | 395 | |
Proceeds from the repricing of common shares and pre-funded warrants in the August 2023 Offering | ||
Cash Flows from Financing Activities | ||
Proceeds from exercise pre-funded warrants | $ 830,769 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Business Organization and Nature of Operations [Abstract] | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 - BUSINESS ORGANIZATION AND NATURE OF OPERATIONS 180 Life Sciences Corp., formerly known as KBL Merger Corp. IV (“180LS”, or together with its subsidiaries, the “Company”), was a blank check company organized under the laws of the State of Delaware on September 7, 2016. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. 180 Life Corp. (“180”, f/k/a 180 Life Sciences Corp. and CannBioRx Life Sciences Corp.) is a wholly-owned subsidiary of the Company and was incorporated in the State of Delaware on January 28, 2019. The Company is located in the United States (“U.S.”) and is a medical pharmaceutical company focused upon unmet medical needs in the areas of inflammatory diseases, fibrosis, and chronic pain by employing innovative research and, where appropriate, combination therapies, through 180’s three wholly-owned subsidiaries, 180 Therapeutics L.P. (“180 LP”), CannBioRex Pharmaceuticals Corp. (“CBR Pharma”), and Katexco Pharmaceuticals Corp. (“Katexco”). 180 LP, CBR Pharma and Katexco are together, the “180 Subsidiaries.” Katexco was incorporated on March 7, 2018 under the provisions of the British Corporation Act of British Columbia. Additionally, 180’s wholly-owned subsidiaries Katexco Callco, ULC, Katexco Purchaseco, ULC, CannBioRex Callco, ULC, and CannBioRex Purchaseco, ULC were formed in the Canadian Province of British Columbia on May 31, 2019 to facilitate the acquisition of Katexco, CBR Pharma and 180 LP. On July 1, 2021, the assets and liabilities of the Canadian companies (Katexco and CBR Pharma) were transferred to their respective subsidiaries, which are Katexco Pharmaceuticals Corp. (“Katexco U.S.”) and CannBioRex Pharma Limited (“CBR Pharma U.K.”). The Company is a clinical stage biotechnology company focused on the development of therapeutics for unmet medical needs in chronic pain, inflammation, fibrosis, and other inflammatory diseases, where anti-TNF therapy will provide a clear benefit to patients, by employing innovative research, and, where appropriate, combination therapy. We have three product development platforms: ● fibrosis and anti-tumor necrosis factor (“TNF”); ● drugs which are derivatives of cannabidiol (“CBD”); and ● alpha 7 nicotinic acetylcholine receptor (“α7nAChR”). Due to restrictions in the Company’s resources, the Company has not made progress in the α7nAChR platform and has suspended further research and development activity in the meantime. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic, the Russia-Ukraine war, the Israel-Hamas war and fluctuating interest rates on the economy and the capital markets and has concluded that, while it is reasonably possible that such events could have negative effects on the Company’s financial position, the specific impacts are not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s future operating results and financial position. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control. Reverse Stock-Split during 2024 On February 26, 2024, the Company’s Board of Directors approved a one-for-19 reverse stock split of the Company’s outstanding common stock and the filing of a Certificate of Amendment to our Certificate of Incorporation to affect such reverse stock split, which was filed on February 26, 2024. The Reverse Stock Split became effective on February 28, 2024 at 12:01 a.m. Eastern Time, with shares beginning trading on a split-adjusted basis at market open on February 28, 2024. In connection with the Reverse Stock Split, every 19 shares of the Company’s common stock issued and outstanding as of the Effective Time were automatically converted into one share of the Company’s common stock. In connection with the reverse split, all outstanding options, warrants, and other securities entitling their holders to purchase or otherwise receive shares of common stock were adjusted, as required by the terms of each security. The number of shares available to be awarded under the Company’s equity incentive plans were also appropriately adjusted. Following the reverse split, the par value of the Common Stock remained unchanged at $0.0001 par value per share. The reverse split did not change the authorized number of shares of common stock or preferred stock. No fractional shares were issued in connection with the reverse split, and stockholders who would otherwise be entitled to receive a fractional share instead received one whole share of common stock in lieu of such fractional share. The effects of the 1-for-19 Reverse Stock Split have been retroactively reflected throughout this Report; see Note 13 – Subsequent Events for additional details. |
Going Concern and Management's
Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 2023 | |
Going Concern and Management’s Plans [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. As of December 31, 2023, the Company had an accumulated deficit of $127,343,657 and working capital deficit of $1,422,710 and for the year ended December 31, 2023, a net loss of $19,935,112 and cash used in operating activities of $10,922,223. The Company expects to invest a significant amount of capital to fund research and development. As a result, the Company expects that its operating expenses will increase significantly, and consequently will require significant revenues to become profitable. Even if the Company does become profitable, it may not be able to sustain or increase profitability on a quarterly or annual basis. The Company cannot predict when, if ever, it will be profitable. There can be no assurance that the intellectual property of the Company, or other technologies it may acquire, will meet applicable regulatory standards, obtain required regulatory approvals, be capable of being produced in commercial quantities at reasonable costs, or be successfully marketed. The Company plans to undertake additional laboratory studies with respect to the intellectual property, and there can be no assurance that the results from such studies or trials will result in a commercially viable product or will not identify unwanted side effects. These consolidated financial statements have been prepared under the assumption of a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company’s ability to continue its operations is dependent upon obtaining new financing for its ongoing operations. Future financing options available to the Company include equity financings and loans and if the Company is unable to obtain such additional financing timely, or on favorable terms, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on its business, financial condition and results of operations, and it could ultimately be forced to discontinue its operations and liquidate. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is defined as within one year after the date that the consolidated financial statements are issued. Realization of the Company’s assets may be substantially different from the carrying amounts presented in these consolidated financial statements and the accompanying consolidated financial statements do not include any adjustments that may become necessary, should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries 180 LP, CBR Pharma, Katexco and 180 Life Corp. (“180LC”). All inter-company balances and transactions among the companies have been eliminated upon consolidation. The consolidated financial statements are presented in U.S. Dollars. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. The Company’s significant estimates and assumptions used in these financial statements include, but are not limited to, the fair value of financial instruments, warrants, options and derivative liabilities; R&D tax credits and accruals, and the estimates and assumptions related to the impairment analysis of IP R&D 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”) or British Pound (“GBP”). Assets and liabilities are translated based on the exchange rates at the balance sheet date (0.7547 and 0.7369 for the CAD, 1.2730 and 1.2098 for the GBP as of December 31, 2023 and 2022, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7458 and 0.7689 for the CAD, and 1.2667 and 1.2173 for the GBP for the years ended December 31, 2023 and 2022, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ (deficit) equity as a component of accumulated other comprehensive income. Comprehensive income is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the years ended December 31, 2023 and 2022, the Company recorded other comprehensive loss of $15,816 and $3,702,963, 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 $2,380 and $12,777 in foreign currency transaction losses for the years ended December 31, 2023 and 2022, respectively. Such amounts have been classified within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements. The Company had no cash equivalents at December 31, 2023 or 2022. As of December 31, 2023, the Company had bank accounts in the United States and the United Kingdom; of its available cash balance, $25,474 is restricted cash. The Company’s cash deposits in United States and English financial institutions may at times be in excess of the Federal Deposit Insurance Corporation (“FDIC”) or the Financial Services Compensation Scheme (“FSCS”) insurance limits, respectively. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. Goodwill Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. The Company reviews goodwill yearly, or more frequently whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered, for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, it is unnecessary to perform a quantitative analysis. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. See “Note 5 – Intangible Assets and Impairment of Long-lived Assets” for further information. Intangible Assets and In-Process Research and Development (“IP R&D”) Intangible assets consist of licensed patents held by Katexco as well as technology licenses acquired in connection with the Reorganization. Licensed patents are amortized over the remaining life of the patent. Technology licenses represent the fair value of licenses acquired for the development and commercialization of certain licenses and knowledge. The technology licenses are amortized on a straight-line basis over the estimated useful lives of the underlying patents. It will be necessary to monitor and possibly adjust the useful lives of the licensed patents and technology licenses depending on the results of the Company’s research and development activities. IP R&D assets represent the fair value assigned to technologies that were acquired on July 16, 2019 in connection with the Reorganization, which have not reached technological feasibility and have no alternative future use. IP R&D assets are considered to have indefinite-lives until the completion or abandonment of the associated research and development projects. During the period that the IP R&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IP R&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IP R&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may record a full or partial impairment charge related to the IP R&D assets, calculated as the excess of the carrying value of the IP R&D assets over their estimated fair value. During 2023, the Company recorded a loss on impairment to IP R&D assets in the amount of $9,063,000, and as of December 31, 2023 and 2022, the balance of the IP R&D assets on the balance sheet was $0 and $9,063,000, respectively. See “Note 5 – Intangible Assets and Impairment of Long-lived Assets” for further information. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: ● Level 1 - Quoted prices in active markets for identical assets or liabilities; ● Level 2 - Quoted prices for similar assets and liabilities in active markets or inputs that are observable; and ● Level 3 - Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of certain of the Company’s financial instruments, consisting primarily of loans payable, approximate their fair values as presented in these consolidated financial statements due to the short-term nature of those instruments. The Company’s derivative liabilities were valued using level 3 inputs (see Note 7 – Derivative Liabilities for additional information). Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and is estimated by management based on observations of the recent cash sales prices of common stock. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized but unissued shares. Derivative Liabilities and Convertible Instruments The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. Entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in other (expense) income, net in the consolidated statements of operations. In circumstances where there are multiple embedded instruments that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the balance sheet date. If the embedded conversion options do not require bifurcation, the Company then evaluates for the existence of a beneficial conversion feature by comparing the fair value of the Company’s underlying stock as of the commitment date to the effective conversion price of the instrument (the intrinsic value). Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption and are classified in interest expense in the consolidated statements of operations. Preferred stock discounts are only accreted to their redemption value if redemption becomes probable. Amendments to convertible instruments are evaluated as to whether they should be accounted for as a modification of the original instrument with no change to the accounting or, if the terms are substantially changed, as an extinguishment of the original instrument and the issuance of a new instrument. The Company has computed the fair value of warrants and options issued using the Black-Scholes option pricing model. The expected term used for warrants, convertible notes and convertible preferred stock are the contractual life and the expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Years Ended 2023 2022 Options 17,788 8,561 Warrants 983,473 (1) 180,832 Total potentially dilutive shares 1,001,261 189,393 (1) Note that amount excludes 257,205 warrants that require holders to pay a nominal amount of consideration; such underlying shares are included in the weighted average outstanding shares calculation for the purposes of basic earnings per share as of December 31, 2023. As such, this number of warrants will differ from those disclosed in Note 7 by the same amount. Research and Development Research and development expenses are charged to operations as incurred. During the years ended December 31, 2023 and 2022, the Company incurred $2,303,751 and $2,191,834, respectively, of research and development expenses. As of December 31, 2023 and 2022, research and development expenses – related parties were $480,777 and $240,731, respectively. See Note 12 – Related Parties for more information on research and development expenses – related parties. Income Taxes The Company accounts for income taxes under the provisions of ASC Topic 740 “Income Taxes” (“ASC 740”). The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations and comprehensive loss. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments On November 27, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures Management does not believe that any other recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4 - PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Insurance $ 934,990 $ 1,027,292 Research and development expense tax credit receivable 440,161 546,563 Professional fees 279,039 310,017 Value-added tax receivable 9,917 48,774 Taxes - 25,634 $ 1,664,107 $ 1,958,280 |
Intangible Assets and Impairmen
Intangible Assets and Impairment of Long-Lived Assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets and Impairment of Long-Lived Assets [Abstract] | |
INTANGIBLE ASSETS AND IMPAIRMENT OF LONG-LIVED ASSETS | NOTE 5 - INTANGIBLE ASSETS AND IMPAIRMENT OF LONG-LIVED ASSETS Intangible assets consist of the following as of December 31, 2023 and 2022: Weighted As of December 31, 2023 As of December 31, 2022 in Years at Gross Accumulated Net Gross Accumulated Net Licensed patents 11.4 $ 599,686 $ (174,552 ) $ 425,134 $ 596,259 $ (142,654 ) $ 453,605 Technology license 15.6 1,562,744 (368,308 ) 1,194,436 1,485,159 (279,906 ) 1,205,253 $ 2,162,430 $ (542,860 ) $ 1,619,570 $ 2,081,418 $ (422,560 ) $ 1,658,858 Changes in the gross asset value of licensed patents and technology licenses from the dates acquired are the result of changes in the foreign currency exchange rate. The Company recorded amortization expense of $105,675 and $109,004 during the years ended December 31, 2023 and 2022, respectively, related to intangible assets, which is included in general and administrative expense on the accompanying consolidated statements of operations and comprehensive loss. Future amortization related to intangible assets is as follows: For the Years Ending December 31, 2024 $ 113,793 2025 113,793 2026 113,793 2027 113,793 2028 113,793 Thereafter 1,050,606 $ 1,619,571 Goodwill Impairment The Company’s publicly traded stock closed at $1,482.00 per share as of December 31, 2021; during 2022, the market value of the Company’s single reporting unit significantly declined. As of March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022, the market value of the Company’s publicly traded stock fell to $984.20, $322.24, $252.70 and $64.41, per share, respectively, and as such, the Company elected to conduct a quantitative analysis of goodwill to assess for impairment as of September 30, 2022 and December 31, 2022. The Company determined the fair market value of its single reporting unit and compared that value with the carrying amount of the reporting unit and determined that goodwill was impaired as of both measurement dates. As of September 30, 2022 and December 31, 2022, the carrying value exceeded the fair market value by $18,872,850 and $14,674,428, respectively. To recognize the impairment of goodwill, the Company recorded losses for these amounts at the end of the third and fourth quarters, which appear as a loss on goodwill impairment of $33,547,278 on the income statement for the year ended December 31, 2022. As of December 31, 2023 and 2022, the balance for goodwill is $0 for both periods. The following is a summary of goodwill activity for the year ended December 31, 2022 for the Company’s single reporting unit, which includes the recorded losses on goodwill impairment described above. CBR 180 LP Consolidated Balance, January 1, 2022 $ 23,749,631 $ 13,238,255 $ 36,987,886 Currency translation (3,440,608 ) - (3,440,608 ) Impairment of goodwill (20,309,023 ) (13,328,255 ) (33,547,278 ) Balance, December 31, 2022 $ - $ - $ - IP R&D Assets Impairment As of December 31, 2022, the carrying amount of the IP R&D assets on the balance sheet was $12,405,084 (which consists of carrying amounts of $1,462,084 and $10,943,000 related to the Company’s CBR Pharma subsidiary and its 180 LP subsidiary, respectively). Per the valuation obtained from a third party as of year-end, the fair market value of the Company’s IP R&D assets was determined to be $9,063,000 (which consists of fair values of $0 and $9,063,000 related to the Company’s CBR Pharma subsidiary and 180 LP subsidiary, respectively). As of this measurement date, the carrying values of the CBR Pharma and 180 LP subsidiaries’ assets exceeded their fair market values by $1,462,084 and $1,880,000, respectively. As such, management determined that the consolidated IP R&D assets were impaired by $3,342,084 and, in order to recognize the impairment, the Company recorded a loss for this amount during the fourth quarter of 2022, which appears as a loss on impairment to IP R&D assets on the income statement. This reduced the IP R&D asset balances of its CBR Pharma subsidiary and its 180 LP subsidiary to zero and $9,063,000, respectively, as of December 31, 2022. During 2023, the Company assessed the most recent delays in its commercialization timeline, general economic conditions, industry and market considerations, the Company’s financial performance and all relevant legal, regulatory, and political factors that might indicate the possibility of impairment and concluded that, when these factors were collectively evaluated, it was more likely than not that the asset is impaired. The Company recorded a loss in the amount of $9,063,000, which appeared as a loss on impairment to IP R&D assets on the income statement. As of December 31, 2023, the carrying amount of the IP R&D assets on the balance sheet is $0. Because of the write-off of the IP R&D assets on the balance sheet and the loss on impairment to IP R&D assets on the income statement, the Company recorded a decrease in its deferred tax liability relating to the impairment of the IP R&D assets of $2.3 million as income tax benefit relating to impairment of the IP R&D assets in the same amount on the income statement for the period ended December 31, 2023. The following is a summary of IP R&D activity for the years ended December 31, 2023 and 2022 for the Company, which includes the recorded losses for the IP R&D assets described above. CBR 180 LP IP Consolidated Balance, January 1, 2022 $ 1,632,780 $ 10,943,000 $ 12,575,780 Currency translation (170,696 ) - (170,696 ) Impairment of IP R&D assets (1,462,084 ) (1,880,000 ) (3,342,084 ) Balance, December 31, 2022 - 9,063,000 9,063,000 Impairment of IP R&D assets - (9,063,000 ) (9,063,000 ) Balance, December 31, 2023 $ - $ - $ - |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses [Abstract] | |
ACCRUED EXPENSES | NOTE 6 - ACCRUED EXPENSES Accrued expenses consist of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Consulting fees $ 645,081 $ 531,829 Professional fees 184,846 3,945 Litigation accrual (1) 49,999 125,255 Employee and director compensation (2) 530,383 1,558,024 Research and development fees 378,683 22,023 Interest 70,923 36,422 Other 9,899 7,018 $ 1,869,814 $ 2,284,516 (1) See Note 9 - Commitments and Contingencies, Potential Legal Matters (2) See Note 13 – Subsequent Events for additional details for this current year balance. As of December 31, 2023 and 2022, accrued expenses - related parties were $0 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Liabilities [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 7 - DERIVATIVE LIABILITIES The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities (except the Public Special Purpose Acquisition Companies (“SPAC”) warrants as defined below, which are Level 1 derivative liabilities) that are measured at fair value on a recurring basis: For the Year Ended December 31, 2023 Warrants Public Private Alpha SPAC SPAC PIPE AGP Capital Total Balance as of January 1, 2023 $ 31,625 $ 1,256 $ 42,100 $ 400 $ - $ 75,381 Change in fair value of derivative liabilities (31,567 ) (1,256 ) (42,100 ) (400 ) - (75,323 ) Balance as of December 31, 2023 $ 58 $ - $ - $ - $ - $ 58 For the Year Ended December 31, 2022 Warrants Public Private Alpha SPAC SPAC PIPE AGP Capital Total Balance as of January 1, 2022 $ 8,048,850 $ 467,325 $ 6,516,300 $ 144,331 $ 43,561 $ 15,220,367 Change in fair value of derivative liabilities (8,017,225 ) (466,069 ) (6,474,200 ) (143,931 ) (43,561 ) (15,144,986 ) Balance as of December 31, 2022 $ 31,625 $ 1,256 $ 42,100 $ 400 $ - $ 75,381 The fair value of the SPAC derivative liabilities as of December 31, 2023 and 2022 were estimated using the Black Scholes option pricing model, with the following assumptions used: December 31, 2023 Risk-free interest rate 3.71% – 5.50 % Expected term in years 0.59 – 2.90 Expected volatility 100.0%–110.0 % Expected dividends 0 % SPAC Warrants Public SPAC Warrants Participants in KBL’s initial public offering received an aggregate of 11,500,000 Public SPAC Warrants (“Public SPAC Warrants”). Each Public SPAC Warrant entitles the holder to purchase one-seven hundred sixtieth of one share of the Company’s common stock at an exercise price of $5.75 per 1/760 th Private SPAC Warrants Participants in KBL’s initial private placement received an aggregate of 502,500 Private SPAC Warrants (“Private SPAC Warrants”). Each Private Warrant entitles the holder to purchase one-seven hundred sixtieth of one share of the Company’s common stock at an exercise price of $5.75 per 1/760 th PIPE Warrants On February 23, 2021, the Company issued five-year warrants (the “PIPE Warrants”) to purchase 6,748 shares of common stock at an exercise price of $1,900.00 per share in connection with the private offering (see Note 10 – Stockholders’ (Deficit) Equity, Common Stock). The PIPE Warrants did not meet the requirements for equity classification due to the existence of a tender offer provision that could potentially result in cash settlement of the PIPE Warrants that didn’t meet the limited exception in the case of a change-in-control. Accordingly, the PIPE Warrants are liability-classified and the Company recorded the $7,294,836 fair value of the PIPE Warrants, which was determined using the Black-Scholes option pricing model, as derivative liabilities. The PIPE Warrants were revalued on December 31, 2023 and 2022 at $0 and $42,100, respectively, which resulted in decreases in the fair value of the derivative liabilities of $42,100 and $6,474,200 during the years ended December 31, 2023 and 2022, respectively. The following assumptions were used to value the PIPE Warrants at issuance: February 23, Risk-free interest rate 0.59 % Expected term in years 5.00 Expected volatility 85 % Expected dividends 0 % Other Warrants AGP Warrant In connection with the closing of the Business Combination on November 6, 2020, the Company became obligated to assume five-year warrants for the purchase of 168 shares of the Company’s common stock at an exercise price of $2,006.40 per share (the “AGP Warrant Liability”) that had originally been issued by KBL to an investment banking firm in connection with a prior private placement. On March 12, 2021, the Company issued a warrant to AGP (the “AGP Warrant”) to purchase up to an aggregate of 168 shares of the Company’s common stock at a purchase price of $2,006.40 per share, subject to adjustment, in full satisfaction of the existing AGP Warrant Liability. The exercise of the AGP Warrant is limited at any given time to prevent AGP from exceeding beneficial ownership of 4.99% of the then total number of issued and outstanding shares of the Company’s common stock upon such exercise. The warrant is exercisable at any time between May 2, 2021 and May 2, 2025. The newly issued AGP Warrant did not meet the requirements for equity classification due to the existence of a tender offer provision that could potentially result in cash settlement of the AGP Warrant that did not meet the limited exception in the case of a change-in-control. Accordingly, the AGP Warrant will continue to be liability-classified. The AGP Warrant was revalued on December 31, 2023 and 2022 at $0 and $400, respectively, which resulted in decreases in the fair value of the derivative liabilities of $400 and $143,931 during the years ended December 31, 2023 and 2022, respectively. The following assumptions were used to value the AGP Warrant at issuance: March 12, Risk-free interest rate 0.68 % Expected term in years 3.84 Expected volatility 85 % Expected dividends 0 % Alpha Capital Anstalt (“Alpha”) Warrant In connection with the Alpha Settlement Agreement that was agreed to on July 29, 2021 (signed on July 31, 2021), the Company issued a three-year warrant for the purchase of 66 shares of the Company’s common stock at an exercise price of $2,686.60 per share (the “Alpha Warrant Liability” and the “Alpha Warrant”). The exercise of shares of the Alpha Warrant is limited at any given time to prevent Alpha from exceeding a beneficial ownership of 4.99% of the then total number of issued and outstanding shares of the Company’s common stock upon such exercise. The warrant is exercisable until August 2, 2024. The newly issued Alpha Warrant did not meet the requirements for equity classification due to the existence of a tender offer provision that could potentially result in cash settlement of the Alpha Warrant that did not meet the limited exception in the case of a change-in-control. Accordingly, the Alpha Warrant is liability-classified and the Company recorded the $95,677 fair value of the Alpha Warrant, which was determined using the Black-Scholes option pricing model, as a derivative liability. The Alpha Warrant was revalued on December 31, 2023 and 2022 at $0 for both periods, which resulted in decreases in the fair value of the derivative liabilities of $0 and $43,561 during the years ended December 31, 2023 and 2022, respectively. The following assumptions were used to value the Alpha Warrant at issuance: July 29, Risk-free interest rate 0.37 % Expected term in years 3.00 Expected volatility 85 % Expected dividends 0 % Warrant Activity A summary of the warrant activity (including certain warrants granted in August 2021, July 2022, December 2022, April 2023, August 2023 and November 2023 as part of private offerings, all of which are equity-classified; see Note 10 - Stockholders’ (Deficit) Equity) during the years ended December 31, 2023 and 2022 is presented below: Number of Weighted Average Weighted Average Intrinsic Outstanding, January 1, 2022 29,355 $ 3,442.24 4.1 $ - Issued 237,312 65.36 5.4 Exercised (85,837 ) 0.0019 - Outstanding, December 31, 2022 180,832 $ 644.80 5.1 125,211 Issued 1,329,275 1.95 4.1 1,706,815 Exercised (269,429 ) 0.0019 - - Outstanding, December 31, 2023 1,240,678 $ 83.98 5.1 $ 1,832,026 Exercisable, December 31, 2023 29,355 $ 3,444.24 2.1 - A summary of outstanding and exercisable warrants as of December 31, 2023 is presented below: Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 1,900.00 6,748 2.2 6,748 $ 2,006.40 168 1.3 168 $ 2,686.60 66 0.6 66 $ 2,850.00 6,579 2.6 6,579 $ 4,370.00 15,793 1.9 15,794 $ 3.23 954,119 (1) - - $ 0.0019 257,205 (2) - - 1,240,678 2.1 29,355 (1) Note that this number of shares is comprised of the July 2022, December 2022, April 2023, August 2023 and the Amendment to the August 2023 common warrants; as of December 31, 2023, none of these warrants were exercisable, as the meeting to obtain shareholder approval for these warrants did not occur until February 16, 2024. As such, they have not been included in the warrants exercisable calculations. (2) Note that this number of shares is comprised of the Amendment to the August 2023 pre-funded warrants; as of December 31, 2023, none of these warrants were exercisable, as the meeting to obtain shareholder approval for these warrants did not occur until February 16, 2024. As such, they have not been included in the warrants exercisable calculations. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2023 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 8 - LOANS PAYABLE The following tables summarize the activity of loans payable during the years ended December 31, 2023 and 2022: Principal Adjustments Principal New Issuances Effect of Principal Bounce Back Loan Scheme $ 43,129 $ - $ (12,326 ) $ - $ 2,015 $ 32,818 First Assurance – 2022 1,060,890 - (1,060,890 ) - - - First Assurance – 2023 - - (184,172 ) 969,322 - 785,150 Other loans payable 235,686 - - 406 236,092 Total loans payable 1,339,705 $ - $ (1,257,388 ) $ 969,322 $ 2,421 1,054,060 Less: loans payable – current portion 1,308,516 1,034,124 Loans payable – non-current portion $ 31,189 $ 19,936 Principal Adjustments Principal New Issuances Effect of Principal Paycheck Protection Program $ 41,312 $ - $ (41,312 ) $ - $ - $ - Bounce Back Loan Scheme 61,169 - (11,646 ) - (6,394 ) 43,129 First Assurance – 2021 1,618,443 (14,042 ) (1) (1,604,401 ) - - - First Assurance – 2022 - - - 1,060,890 - 1,060,890 Other loans payable 155,320 80,366 (2) - - 235,686 Total loans payable 1,876,244 $ 66,324 $ (1,657,359 ) $ 1,060,890 $ (6,394 ) 1,339,705 Less: loans payable – current portion 1,828,079 1,308,516 Loans payable – non-current portion $ 48,165 $ 31,189 (1) Note that this amount was related to finance charges and was reclassified. (2) Note that this amount was reclassified from related party payables. Loans Payable, Current Portion Simple December 31, December 31, Loan payable issued September 18, 2019 8 % $ 50,000 $ 50,000 Loan payable issued September 18, 2019 8 % 50,000 50,000 Loan payable issued October 8, 2019 0 % 4,000 4,000 Loan payable issued October 29, 2019 8 % 69,250 69,250 Loan payable issued December 31, 2019 0 % 5,000 5,000 Loan payable issued February 5, 2020 8 % 3,500 3,500 Loan payable issued February 5, 2020 8 % 3,500 3,500 Loan payable issued March 31, 2020 8 % 4,537 4,537 Loan payable issued March 31, 2020 8 % 4,537 4,537 Loan payable issued June 8, 2020 0 % 5,000 5,000 Loan payable issued June 17, 2020 8 % 485 485 Loan payable issued July 15, 2020 * 8 % 4,695 4,695 Loan payable issued July 15, 2020 8 % 5,503 5,503 Loan payable issued October 8, 2020 * 8 % 8,204 7,798 Loan payable issued October 13, 2020 8 % 13,337 13,337 Loan payable issued October 14, 2020 8 % 4,544 4,544 Current portion of Bounce Back Loans (1) (2) 1 % 12,882 11,940 First Assurance Funding payable issued December 2023 and 2022 (2) 2 % 785,150 1,060,890 $ 1,034,124 $ 1,308,516 * These loans are denominated in currencies other than USD. (1) See Loans Payable, Non-Current Portion for a description of the PPP Loans and the Bounce Back Loans. (2) Note that these loans are not currently in default. Loans Payable, Non-Current Portion The non-current portion of the Company’s loans payable as of December 31, 2023 and 2022 are as follows: Simple Interest Rate December 31, December 31, Maturity BBLS loan payable issued June 10, 2020 2.5 % 32,818 43,129 6/10/2026 Subtotal 32,818 43,129 Less: Current portions of BBLS loans, respectively (see above) (12,882 ) (11,940 ) Non-current portion $ 19,936 $ 31,189 On June 10, 2020, the Company received GBP £50,000 (USD $64,353) of cash proceeds pursuant to the Bounce Back Loan Scheme (“BBLS”), which provides financial support to businesses across the UK that are losing revenue, and seeing their cashflow disrupted, as a result of the COVID-19 outbreak. The BBLS is unsecured and bears interest at 2.5% per annum. The maximum loan amount is GBP £50,000 and the length of the loan is six years, with payments beginning 12 months after the date of disbursement. Early repayment is allowed, without early repayment fees. As of December 31, 2023 and 2022, the Company recorded accrued interest of GBP £248 (USD $316) and GBP £477 (USD $732), respectively, related to the BBLS loan. During the years ended December 31, 2023 and 2022, the Company recorded interest expense of GBP £549 (USD $683) and GBP £721 (USD $901), respectively, related to the BBLS loan. On December 10, 2022, the Company entered into a financing arrangement for a Directors and Officers Insurance Policy (the “D&O Insurance”) with First Insurance Funding to finance $872,034 of a total D&O Insurance amount of $1,060,891 inclusive of premiums, taxes, and fees. During 2023, the Company paid in full the balance of the 2022 D&O Insurance. On December 10, 2023, the Company entered into a financing arrangement for another policy with First Insurance Funding to finance $903,098 of a total D&O Insurance amount of $969,322 inclusive of premiums, taxes, and fees. As of December 31, 2023, a total of $872,390 Interest Expense (Income) on Loans Payable For the years ended December 31, 2023 and 2022, the Company recognized interest expense — related parties associated with outstanding loans payable of $18,436 and $14,156, respectively. For the years ended December 31, 2023 and 2022, the Company recognized interest income — related parties associated with outstanding loans payable of $0 and ($1,490), respectively. As of December 31, 2023, the Company had accrued interest and accrued interest — related parties associated with outstanding loans payable of $70,923 and $0, respectively. See Note 12 — Related Parties for additional details. As of December 31, 2022, the Company had accrued interest and accrued interest — related parties associated with outstanding loans payable of $37,960 and $16,770, respectively. See Note 12 — Related Parties for additional details. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 - COMMITMENTS AND CONTINGENCIES Litigation and Other Loss Contingencies The Company records liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company has no liabilities recorded for loss contingencies as of December 31, 2023. Potential Legal Matters Action Against Former Executive of KBL On September 1, 2021, the Company initiated legal action in the Chancery Court of Delaware against Dr. Marlene Krauss, the Company’s former Chief Executive Officer and director (“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 unauthorized monetary transfers of the Company’s assets, non-disclosure of financial liabilities within the Company’s Consolidated Financial Statements, issuing shares of stock without proper authorization; and improperly 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. 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. On April 19, 2022, Dr. Krauss stipulated to dismiss all of her counterclaims and allegations against both Donald A. McGovern, Jr. and Lawrence Gold, thereby mooting their Motion to Dismiss the Amended Counterclaims against them. 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 dismissed from the lawsuit as parties. Discovery has not yet commenced in the case. The Company and the Third-Party Defendants intend to continue to vigorously defend against all the Amended Counterclaims, however, there can be no assurance that they will be successful in the legal defense of such Amended Counterclaims. Action Against the Company by Dr. Krauss On August 19, 2021, Dr. Krauss initiated legal action in the Chancery Court of Delaware against the Company. The original Complaint sought expedited relief and made the following two claims: (1) it alleged that the Company is obligated to advance expenses including, attorney’s fees, to Dr. Krauss for the costs of defending against the SEC and certain Subpoenas served by the SEC on Dr. Krauss; and (2) it alleged that the Company is also required to reimburse Dr. Krauss for the costs of bringing this lawsuit against the Company. On or about September 3, 2021, Dr. Krauss filed an Amended and Supplemental Complaint (the “Amended Complaint”) in this action, which added the further claims that Dr. Krauss is also allegedly entitled to advancement by the Company of her expenses, including attorney’s fees, for the costs of defending against the Third-Party Complaint in the Tyche Capital LLC 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 some of the legal fees which Dr. Krauss requested in her Motion, and the Company was required to pay a portion of those fees while it objects to the remaining portion of disputed fees. On October 10, 2022, Dr. Krauss filed an application to compel the Company to pay the full amount of fees requested by Dr. Krauss for May-July 2022, and to modify the Court’s Order. The Company filed its Opposition thereto. On January 18, 2023, Dr. Krauss filed a Second Application to compel the Company to pay the full amount of fees requested by Dr. Krauss for August-October 2022, and to modify the Court’s Order. The Company filed its Opposition thereto. On May 3, 2023, the Court issued an Order granting both of Dr. Krauss’s Applications for payment of the full amount of requested attorney’s fees totaling $714,557 for the months of May through October 2022, which were paid in May 2023. Notwithstanding the Order, such ruling does not constitute any final adjudication as to whether Dr. Krauss will ultimately be entitled to permanently retain such advancements, and Dr. Krauss has posted an undertaking with the Court affirmatively promising to repay all such amounts if she is eventually found to be liable for the Company’s and/or the SEC’s claims against her. 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 was held on August 25, 2022, and the Court granted the Motion to Dismiss entirely as to each of the Individual Company Defendants, and also as to three of the four Counterclaims brought against the Company, only leaving Tyche’s declaratory relief claim. On September 9, 2022, Tyche filed a Notice of Appeal as to the Court’s decision, which has not yet been briefed or adjudicated. On August 26, 2022, Tyche filed a Motion to vacate or modify the Company’s existing attachment Order against Tyche’s shares of the Company’s stock held in escrow. The Company has filed its Opposition thereto, and the Court summarily denied such Motion without hearing on January 3, 2023. Tyche subsequently filed a Notice of Appeal as to that denial and filed its Opening Brief on January 30, 2023. The Company filed its opposition brief on March 2, 2023, and the matter was taken under submission by the Appellate Court. On May 4, 2023, the Appellate Court issued its decision unanimously affirming the ruling of the lower Court in the Company’s favor. On January 30, 2023, the Company filed a Notice of Motion for Summary Judgment and to Dismiss Affirmative Defenses against Tyche. Tyche filed opposition thereto, and hearings on the Company’s Motion were ultimately held on September 11 and 19, 2023. In its ruling, the Court granted the Company’s Motion, but referred the question as to the amount of the Company’s damages against Tyche to a special referee. The Court and the parties are now in the process of appointing the special referee so that a determination can be made as to the amount of the Company’s damages against Tyche. Tyche filed a Notice of Appeal as the Court’s summary judgment ruling on October 12, 2023. No briefing for the appeal has yet occurred. The Company intends to continue to vigorously pursue its claims against Tyche, and the Company and the Individual Company Defendants intend to continue to vigorously defend against all of Tyche’s claims should they be appealed; however, there can be no assurance that they will be successful in such endeavors. 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 [$3,317,408 USD] plus the additional sum of $2,721,036 USD (which relate to the aforementioned damages). The Bauer Defendants filed a Response to the Civil Claim Complaint of the Company on May 6, 2022, in which the Bauer Defendants denied the Company’s claims and set forth their own version of the facts in the matter. Discovery has not yet commenced in the case. There can be no assurance that the Company Plaintiffs will be successful in this legal action. Declaratory Relief Action Against the Company by AmTrust International On June 29, 2022, AmTrust International Underwriters DAC (“AmTrust”), which was the premerger directors’ and officers’ insurance policy underwriter for KBL, filed a declaratory relief action against the Company in the U.S. District Court for the Northern District of California (the “Declaratory Relief Action”) seeking declaration of AmTrust’s obligations under the directors’ and officers’ insurance policy. In the Declaratory Relief Action, AmTrust is claiming that as a result of the merger the Company is no longer the insured under the subject insurance policy, notwithstanding the fact that the fees which the Company seeks to recover from AmTrust relate to matters occurring prior to the merger. On September 20, 2022, the Company filed its Answer and Counterclaims against AmTrust for bad faith breach of AmTrust’s insurance coverage obligations to the Company under the subject directors’ and officers’ insurance policy, and seeking damages of at least $2 million in compensatory damages, together with applicable punitive damages. In addition, the Company brought a Third-Party Complaint against its excess insurance carrier, Freedom Specialty Insurance Company (“Freedom”) seeking declaratory relief that Freedom will also be required to honor its policy coverage as soon as the amount of AmTrust’s insurance coverage obligations to the Company have been exhausted. On October 25, 2022, AmTrust filed its Answer to the Company’s Counterclaims and, on October 27, 2022, Freedom filed its Answer to the Third-Party Complaint. On November 22, 2022, the Company filed a Motion for Summary Adjudication against both AmTrust and Freedom. The Motion was fully briefed and a hearing was held on March 9, 2023. The standard to prevail on a Motion for Summary Adjudication in the Court is high to prevail and requires a judge to find that there are no disputed issues of fact so that they can rule on the issues as a matter of law. In this instance the judge found three major issues could be decided as a matter of law in the Company’s favor and that one issue, the Change in Control exclusion, requires further discovery. On April 21, 2023, the Court issued an Order Granting in Part and Denying in Part the Company’s Motion for Partial Summary Judgment. Specifically, the Court granted summary adjudication in favor of the Company on the following issues: (a) that the Company is, in fact, an insured under both the AmTrust and Freedom insurance policies; (b) that certain SEC subpoena related expenses for defendants Dr. Marlene Krauss, the Company’s former Chief Executive Officer and Director, and George Hornig, the former Chairman of the Board, are within the basic scope of coverage under both the AmTrust and Freedom insurance policies; and (c) that the Insured vs. Insured exclusion relied upon by AmTrust and Freedom is not applicable to bar any such coverage. The Court also found that there were issues of disputed facts as to the Change in Control exclusion contained within the policies, which therefore precluded the Court from granting the remainder of the Company’s requests for summary adjudication as a matter of law. Accordingly, the Court, at this time, denied the Company’s further requests for summary adjudication and deemed that for the time being, the Change in Control issue is to be determined at the time of trial, in order to find that the policies (i) provide coverage for the fees which the Company has advanced and will advance to Dr. Marlene Krauss and George Hornig; (ii) that AmTrust has breached the policy; (iii) that AmTrust must pay such expenses of the Company; and that, once the AmTrust policy has been exhausted, (iv) Freedom will be obligated to pay such expenses of the Company pursuant to its policy. On August 4, 2023, the Court granted the Company’s request to file a second motion for partial summary judgment in this case, this one being on the issue of whether AmTrust should be required to advance to the Company the defense costs being incurred by Dr. Marlene Krauss and George Hornig during the pendency of the case. The Motion for Partial Summary Judgment was fully briefed by the parties, and a hearing for such Motion was held on January 11, 2024. After the matter was taken under submission, on February 12, 2024, the Court granted the Company’s Motion for Partial Summary Judgment against both AmTrust and Freedom, and ordered as follows: (a) AmTrust is obligated under its insurance policy with the Company to advance to the Company all defense costs in excess of the deductible that the Company has advanced, or will advance, to Dr. Krauss and Mr. Hornig in connection with certain SEC Subpoenas, and (b) upon exhaustion of the AmTrust insurance policy, Freedom is obligated to do the same pursuant to its excess liability insurance policy with the Company. This Order applies throughout the interim of the case, but does not constitute a final judgment, and both the Company and the two insurers retain their rights to contest all applicable issues at trial, which is scheduled for May 12, 2025. A final judgment following trial could potentially confirm these obligations of the insurers or, alternatively, reverse and require the Company to repay all or portions of such advance payments. There is no assurance at this time as to what the final judgment may entail. The parties have commenced written discovery proceedings against each other and anticipate that depositions will also occur. The Company intends to continue to vigorously pursue this matter in order to establish the Company’s entitlement to full and final payment by both AmTrust and Freedom of the subject advancement expenses of the Company. While the Company continues to believe it has a strong case against both AmTrust and Freedom, there can be no assurance that the Company will prevail in this action. Stanford License Agreement On May 8, 2018, Katexco entered into a six-month option agreement (the “Stanford Option”) with Stanford University (“Stanford”) under which Stanford granted the Company a six-month option to acquire an exclusive license for patents (the “Licensed Patents”) which are related to biological substances used to treat auto- immune diseases. In consideration for the Stanford Option, the Company paid Stanford $10,000 (the “Option Payment”), which was creditable against the first anniversary license maintenance fee payment. On July 25, 2018, Katexco exercised their six-month option and entered into an exclusive license agreement (the “Stanford License Agreement”) with Stanford. Pursuant to the Stanford License Agreement, beginning upon the first anniversary of the effective date, and each anniversary thereafter, the Company will pay Stanford, in advance, a yearly license maintenance fee of $20,000, on each of the first and second anniversaries and $40,000 on each subsequent anniversary, which will be expensed on a straight-line basis annually. Furthermore, the Company will be obligated to make the following milestone payments: i) $100,000 upon initiation of Phase II trial; ii) $500,000 upon the first U.S. Food and Drug Administration approval of a product (the “Licensed Product”) resulting from the Licensed Patents; and iii) $250,000 upon each new Licensed Product thereafter. The Stanford License Agreement is cancellable by the Company with 30 days notice. Royalties, calculated at 2.5% of 95% of net product sales, will be payable to Stanford. Also, the Company will reimburse Stanford for patent expenses as per the agreement. The Company paid Stanford $20,000 for the annual license maintenance fee that was recorded to prepaid expenses and is being expensed on a straight-line basis over 12 months, which had a zero balance as of December 31, 2021. During the years ended December 31, 2023 and 2022, the Company recorded patent and license fees of $55,526 and $69,278, respectively, related to the Stanford License Agreement, which is included in general and administrative expenses on the accompanying statements of operations and comprehensive loss. Oxford University Agreements On September 18, 2020, CBR Pharma entered into a 3 year research and development agreement (the “3 Year Oxford Agreement”) with Oxford to research and investigate the mechanisms underlying fibrosis in exchange for aggregate consideration of $1,085,738 (£795,468), of which $109,192 (£80,000) is to be paid 30 days after the project start date and the remaining amount is to be paid in four equal installments of $244,136 (£178,867) on the six month anniversary and each of the annual anniversaries of the project start date. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the years ended December 31, 2023 and 2022, the Company recognized $260,752 (£205,857) and $322,767 (£265,156), respectively, of research and development expenses in connection with the 3 Year Oxford Agreement. On September 21, 2020, CBR Pharma entered into a 2 year research and development agreement (the “2 Year Oxford Agreement”) with Oxford University for the clinical development of cannabinoid drugs for the treatment of inflammatory diseases in exchange for aggregate consideration of $625,124 (£458,000), of which $138,917 (£101,778) is to be paid 30 days after the project start date and the remaining amount is to be paid every 6 months after the project start date in 4 installments, whereby $138,917 (£101,778) is to be paid in the first 3 installments and $69,456 (£50,888) is to be paid as the final installment. The agreement can be terminated by either party upon written notice or if the Company remains in default on any payments due under this agreement for more than 30 days. During the years ended December 31, 2023 and 2022, the Company recognized $0 0 As of December 31, 2023 and 2022, the Company owed Oxford no monies for the 2-year agreement. On May 24, 2021, the Company entered into a research agreement with the University of Oxford (“Oxford” and the “Fifth Oxford Agreement”), pursuant to which the Company will sponsor work at the University of Oxford to conduct a multi-center, randomized, double blind, parallel group, feasibility study of anti-TNF injection for the treatment of adults with frozen shoulder during the pain-predominant phase. As a consideration, the Company agreed to make the following payments to Oxford: Amount Due Milestone (excluding VAT) Upon signing of the Fifth Oxford Agreement £ 70,546 6 months post signing of the Fifth Oxford Agreement £ 70,546 12 months post signing of the Fifth Oxford Agreement £ 70,546 24 months post signing of the Fifth Oxford Agreement £ 70,546 The Company paid the first milestone of $97,900 (£70,546) on September 3, 2021, which was due upon signing of the Fifth Oxford Agreement, which was recorded to prepaid expenses and will be amortized over the term of the agreement on a straight-line basis. During the years ended December 31, 2023 and 2022, the Company recorded $74,465 (£58,788) and $271,931 (£223,394), respectively, of research and development expenses and has prepaid balances of $0 0 On November 2, 2021, the Company and Oxford University entered into a twenty-year licensed technology agreement of the HMGB1 molecule, which is related to tissue regeneration, whereby Oxford University agreed to license the technology to the Company for research, development and use of the licensed patents. The Company agreed to pay Oxford University for past patent costs $66,223 (£49,207), an initial License fee of $13,458 (£10,000), future royalties based on sales and milestones, and an annual maintenance fee of $4,037 (£3,000). The Company has the option to terminate the agreement after the third anniversary of the agreement. During the years ended December 31, 2023 and 2022, the Company recorded $721,362 and $10,581, respectively, of research and development expenses related to this agreement. Due to the ongoing costs of the HMGB1 research program and the need for the Company to focus its resources on the Company’s primary platform to treat fibrosis using anti-TNF (tumor necrosis factor), the Board of Directors of the Company elected to terminate the Company’s HMGB1 license agreement with Oxford on September 22, 2023, and on September 22, 2023, the Company and Oxford entered into a termination letter, formally terminating the License effective September 22, 2023. The termination letter also clarified amounts that we owed after termination of the License, including approximately $20,000 in unbilled fees. No material early termination penalties were incurred by the Company in connection with the termination of the license. Due to recent financial constraints, the Company has been unable to timely pay amounts due to Oxford, the licensor of the majority of the Company’s licenses and patents and the Company’s research partner. Oxford alleges that an aggregate of approximately £929,030 is owed from the Company and one of its subsidiaries to Oxford under the terms of licenses and agreements with Oxford and related parties. The Company is currently in ongoing discussions with Oxford to reduce that amount and enter into a payment plan with regards to the amounts owed; however, no definitive terms or extensions have been agreed to date. Oxford has also notified the Company that it is not willing to discuss any new projects or arrangements until all outstanding invoices have been paid or a payment plan has been agreed to; has engaged a law firm to seek the collection of the amounts owed, together with interest; and has threatened legal proceedings against us. While we are hopeful that we can come to mutually agreeable terms regarding a settlement, payment plan, and/or extension, with Oxford, we may not have sufficient funds to pay amounts due to Oxford in the near term, if at all, and Oxford may take action against us, including filing legal proceedings against us seeking amounts due and interest, attempting to terminate their relationship with us, and/or filing a wind-up petition against one of the Company’s subsidiaries in the UK. If Oxford were to take legal action against us or terminate their relationship with us, we may be forced to scale back our business plan and/or seek bankruptcy protection. We may be subject to litigation and damages for our failure to pay amounts due to Oxford, and may be forced to pay interest and penalties, which funds we do not currently have. Kennedy License Agreement On September 27, 2019, 180 LP entered into a license agreement (the “Kennedy License Agreement”) with the Kennedy Trust for Rheumatology Research (“Kennedy”) exclusively in the U.S., Japan, United Kingdom and countries of the EU, for certain licensed patents (the “Kennedy Licensed Patents”), including the right to grant sublicenses, and the right to research, develop, sell or manufacture any pharmaceutical product (i) whose research, development, manufacture, use, importation or sale would infringe the Kennedy Licensed Patents absent the license granted under the Kennedy License Agreement or (ii) containing an antibody that is a fragment of or derived from an antibody whose research, development, manufacture, use, importation or sale would infringe the Kennedy Licensed Patents absent the license granted under the Kennedy License Agreement, for all human uses, including the diagnosis, prophylaxis and treatment of diseases and conditions. As a consideration for the grant of the Kennedy Licensed Patents, 180 LP paid Kennedy an upfront fee of GBP £60,000, (USD $74,000) on November 22, 2019, which was recognized as an intangible asset for the purchase of the licensed patents and is being amortized over the remaining life of the patents. 180 LP will also pay Kennedy royalties equal to (i) 1% of the net sales for the first annual GBP £1 million (USD $1,283,400) of net sales, and (ii) 2% of the net sales after the net sales are at or in excess of GBP £1 million, as well as 25% of all sublicense revenue, provided that the amount of such percentage of sublicense revenue based on amounts which constitute royalties shall not be less than 1% on the first cumulative GBP £1 million of net sales of the products sold by such sublicenses or their affiliates, and 2% on that portion of the cumulative net sales of the products sold by such sublicenses or their affiliates in excess of GBP £1 million. The term of the royalties paid by the Company to Kennedy will expire on the later of (i) the last valid claim of a patent included in the Kennedy Licensed Patents which covers or claims the exploitation of a product in the applicable country; (ii) the expiration of regulatory exclusivity for the product in the country; or (iii) 10 years from the first commercial sale of the product in the country. The Kennedy License Agreement may be terminated without cause by providing a 90-day notice. Petcanna Sub-License Agreement On August 20, 2018, CBR Pharma entered into a sub-license agreement (the “Sub-License Agreement”) with its wholly owned subsidiary, Petcanna Pharma Corp. (“Petcanna”), of which the Company’s former Chief Financial Officer is a director. Petcanna is a private company with one common principal with the Company. Pursuant to the terms of the Sub-license Agreement, the Company has granted a sub-license on the Licensed Patents to pursue development and commercialization for the treatment of all veterinary conditions. In consideration, Petcanna will (a) issue 450,000 common shares of its share capital (the “Petcanna Shares”) 30 days after the effective date; and (b) pay royalties of 1% of net sales. The Company will be issued 85% and Yissum will be issued 15% of the 450,000 common shares of the Petcanna subsidiary. The Petcanna shares are deemed to be founders shares with no value. The Petcanna shares have not been issued as of December 31, 2023. Operating Leases In February 2016, the FASB issued an update to the Accounting Standards Codification Topic 842, Leases In accordance with ASC 842, the Company can elect (by asset class) not to record on the balance sheet a lease whose term is 12 months or less and does not include a purchase option that the lessee is reasonably certain to exercise. If elected, the lease would be treated like an operating lease under previous GAAP; payments would be recognized on a straight-line basis over the lease term. When determining whether the lease qualifies for this election, the Company would include renewal options only if they are considered part of the lease term, i.e., those options the Company is reasonably certain to exercise. If the lease term increases to more than 12 months, or if it is reasonably certain the Company will exercise a purchase option, the Company would no longer be able to apply this practical expedient and would apply ASC 842 guidance. Regarding leases (of which it currently has none), the Company would use the practical expedient for short-term operating leases that are 12 months or less. This practical expedient has been elected as a package and it would be applied consistently to all leases. Additionally, if the Company’s leases are considered operating in nature and therefore not reflected on the balance sheet, the Company will recognize the short-term lease payments as rent/l |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 10 - STOCKHOLDERS’ (DEFICIT) EQUITY Reverse Stock Split during 2022 On December 15, 2022, at a Special Meeting of the Stockholders of the Company, the stockholders of the Company approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to December 15, 2023 (the “Stockholder Authority”). On December 15, 2022, the Company’s Board of Directors (the “Board”), with the Stockholder Authority, approved an amendment to our Second Amended and Restated Certificate of Incorporation to affect a reverse stock split of our common stock at a ratio of 1-for-20 (the “Reverse Stock Split”). Pursuant to the Certificate of Amendment filed to affect the Reverse Stock Split, the Reverse Stock Split was effective on December 19, 2022 and the shares of the Company’s common stock began trading on the NASDAQ Capital Market (“NASDAQ”) on a post-split basis on December 19, 2022, with new CUSIP number: 68236V203. No change was made to the trading symbol for the Company’s shares of common stock or public warrants, “ATNF” and “ATNFW”, respectively, in connection with the Reverse Stock Split. Because the Certificate of Amendment did not reduce the number of authorized shares of common stock, the effect of the Reverse Stock Split was to increase the number of shares of common stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split did not alter the par value of the common stock or modify any voting rights or other terms of the common stock. Any fractional shares remaining after the Reverse Stock Split will be rounded up to the nearest whole share. With regards to the Company’s 2020 Omnibus Incentive Plan and the 2022 Omnibus Incentive Plan, the Company’s Compensation Committee and Board deem it in the best interests of the Company and its stockholders to (i) adjust the number of shares of Company common stock available for issuance under the Incentive Plans downward by a factor of 20 (with any fractional shares rounded down to the nearest whole share); (ii) reduce the number of shares of common stock issuable upon each outstanding option to purchase shares of common stock of the Company, and all other outstanding awards, by a factor of 20 (with any fractional shares rounded down to the nearest whole share); and (iii) adjust the exercise price of any outstanding options to purchase shares of common stock previously granted under the Incentive Plans up by a factor of 20 (rounded up to the nearest whole cent), in each case to adjust equitably for the Exchange Ratio of the Reverse Stock Split, which such adjustments effective automatically upon effectiveness of the Reverse Stock Split. The effects of the one-for-twenty reverse stock split have been retroactively reflected throughout the financial statements and notes to the financial statements. Reverse Stock Split during 2024 On February 16, 2024, at a Special Meeting of the Stockholders of the Company, the stockholders of the Company approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-forty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to February 16, 2025. On February 16, 2024, the Company’s Board approved an amendment to our Second Amended and Restated Certificate of Incorporation to affect a reverse stock split of our common stock at a ratio of 1-for-19. Pursuant to the Certificate of Amendment filed to affect the Reverse Stock Split, the Reverse Stock Split was effective on February 28, 2024 and the shares of the Company’s common stock began trading on NASDAQ on a post-split basis on February 28, 2024, with new CUSIP number: 68236V302. No change was made to the trading symbol for the Company’s shares of common stock or public warrants, “ATNF” and “ATNFW”, respectively, in connection with the Reverse Stock Split. In addition, the number of shares of common stock issuable upon exercise of stock options and other equity awards (including shares reserved for issuance under the Company’s equity compensation plans) were proportionately adjusted by the applicable administrator, using the 1-for-19 ratio, and rounded down to the nearest whole share. The conversion rates of the Company’s preferred stock (of which none are outstanding) will also be adjusted in a ratio of 1-for-19. The number of shares issuable upon exercise of the Company’s outstanding warrants to purchase shares of common stock outstanding will also be equitably adjusted pursuant to the terms of such securities in connection with the 1-for-19 Reverse Stock Split. In addition, the exercise price for each outstanding stock option and warrant will be increased in inverse proportion to the 1-for-19 split ratio such that upon an exercise, the aggregate exercise price payable by the optionee or warrant holder to the Company for the shares subject to the option or warrant will remain approximately the same as the aggregate exercise price prior to the Reverse Stock Split, subject to the terms of such securities. Further, pursuant to the terms of the Company’s Class K Special Voting Shares (the “ Voting Stock Each stockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of common stock will be substantially unaffected by the Reverse Stock Split. Preferred Stock Pursuant to the Company’s Second Amended and Restated Certificate of Incorporation filed on November 6, 2020, the Company has 5,000,000 preferred shares authorized at a par value of $0.0001 per share, of which 1,000,000 shares are designated as Series A Convertible Preferred Stock (“Series A Preferred”), 1 share is designated as the Class K Special Voting Share and 1 share is designated as the Class C Special Voting Share. The Class K Special Voting Share and the Class C Special Voting Share are together, the “Special Voting Shares”. As of December 31, 2023, there is no The Special Voting Shares have a par value of $0.0001 per share. The rights and preferences of each Special Voting Shares consists of the following: ● the right to vote in all circumstances in which our common stock have the right to vote, with the common stock as one class; ● the Special Voting Shares entitle the holder Odyssey Trust Company (the Trustee) to an aggregate number of votes equal to the number of shares of common stock that were issuable to the holders of the previously outstanding shares of CannBioRex Purchaseco ULC and/or Katexco Purchaseco ULC, Canadian subsidiaries of 180 (the “ Exchangeable Shares ● the holder of the Special Voting Shares (and, indirectly, the holders of the Exchangeable Shares) has the same rights as the holders of the common stock as to notices, reports, financial statements and attendance at all stockholder meetings; ● no entitlement to dividends; ● the holder of the Special Voting Shares is not entitled to any portion of any related distribution upon windup, dissolution or liquidation of the Company; and ● the Company may cancel the Special Voting Shares when there are no Exchangeable Shares outstanding and no option or other commitment of CannBioRex Purchaseco ULC and Katexco Purchaseco ULC which could require either CannBioRex Purchaseco ULC and Katexco Purchaseco ULC to issue more Exchangeable Shares. As set forth above, the holders of the Exchangeable Shares, through the applicable Special Voting Share, have voting rights and other attributes corresponding to the common stock. The Exchangeable Shares provide an opportunity for certain former Canadian resident holders of CBR Pharma or Katexco securities to obtain a deferral of taxable capital gains for Canadian income tax purposes in connection with the Reorganization. Common Stock The Company is authorized to issue 100,000,000 shares of the Company’s common stock with a par value of $0.0001 per share. Holders of the Company’s shares of the Company’s common stock are entitled to one vote for each share. July 2022 Offering On July 17, 2022, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 9,211 shares of common stock, pre-funded warrants to purchase up to an aggregate of 6,927 shares of common stock (“July 2022 Pre-Funded Warrants”), and common stock warrants to purchase up to an aggregate of 16,138 shares of common stock (the “July 2022 Common Warrants”), at a combined purchase price of $402.80 per share and warrant (the “July 2022 Offering”). Aggregate gross proceeds from the July 2022 Offering were $6,499,737. The July 2022 Offering closed on July 20, 2022. The July 2022 Pre-Funded Warrants have an exercise price equal to $0.0019, are immediately exercisable and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. The exercise price of the July 2022 Pre-Funded Warrants will not be subject to adjustment because of subsequent equity issuances at effective prices lower than the then-current exercise price. The July 2022 Pre-Funded Warrants are exercisable until they are exercised in full. The July 2022 Pre-Funded Warrants are subject to a provision prohibiting the exercise of such July 2022 Pre-Funded Warrants to the extent that, after giving effect to such exercise, the holder of such July 2022 Pre-Funded Warrants (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 9.99% of the Company’s outstanding common stock (which may be increased or decreased, with 61 days prior written notice by the holder). Although the July 2022 Pre-Funded Warrants have a tender offer provision, the July 2022 Pre-Funded Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the July 2022 Pre-Funded Warrants are equity-classified, the placement agent fees and offering expenses were accounted for as a reduction of additional paid in capital. The July 2022 Common Warrants have an exercise price equal to $402.80 per share, are exercisable 6 months following the closing of the July 2022 Offering (the “Initial Exercise Date”) and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. The exercise price of the July 2022 Common Warrants will not be subject to adjustment as a result of subsequent equity issuances at effective prices lower than the then-current exercise price. The July 2022 Common Warrants were originally exercisable for 5 years following the Initial Exercise Date. The July 2022 Common Warrants are subject to a provision prohibiting the exercise of such July 2022 Common Warrants to the extent that, after giving effect to such exercise, the holder of such July 2022 Common Warrants (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% of the Company’s outstanding common stock (which may be increased or decreased, with 61 days prior written notice by the holder). Although the July 2022 Common Warrants have a tender offer provision, the July 2022 Common Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the July 2022 Common Warrants are equity-classified, the placement agent fees and offering expenses were accounted for as a reduction of additional paid in capital. During 2023, the Company entered into a series of amendments to these warrants in April, August and November; such amendments changed the exercise price from $402.80 to $33.82 (see Amendment to July and December 2022 Common Warrants Second Amendment to Common Warrant Agreements for the July 2022, December 2022 and April 2023 Offerings Amendment to the August 2023 Offering Amendment to the August 2023 Offering As of December 31, 2023, all 6,927 of the July 2022 Pre-Funded Warrants have been exercised for a value of $263; there are no unexercised July 2022 Pre-Funded Warrants remaining as of the end of the year. No July 2022 Common Warrants have been exercised as of December 31, 2023. December 2022 Offering On December 20, 2022, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 11,316 shares of common stock, pre-funded warrants to purchase up to an aggregate of 78,910 shares of common stock (“December 2022 Pre-Funded Warrants”), and common stock warrants to purchase up to an aggregate of 135,339 shares of common stock (the “December 2022 Common Warrants”), at a combined purchase price of $66.50 per share and warrant (the “December 2022 Offering”). Aggregate gross proceeds from the December 2022 Offering were approximately $6,000,000, and the December 2022 Offering closed on December 22, 2022. The December 2022 Pre-Funded Warrants have an exercise price equal to $0.0019, are immediately exercisable and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. The exercise price of the December 2022 Pre-Funded Warrants will not be subject to adjustment as a result of subsequent equity issuances at effective prices lower than the then-current exercise price. The December 2022 Pre-Funded Warrants are exercisable until they are exercised in full. The December 2022 Pre-Funded Warrants are subject to a provision prohibiting the exercise of such December 2022 Pre-Funded Warrants to the extent that, after giving effect to such exercise, the holder of such December 2022 Pre-Funded Warrants (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% of the Company’s outstanding common stock (which may be increased or decreased, with 61 days prior written notice by the holder). Although the December 2022 Pre-Funded Warrants have a tender offer provision, the December 2022 Pre-Funded Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the December 2022 Pre-Funded Warrants are equity-classified, the placement agent fees and offering expenses were accounted for as a reduction of additional paid in capital. The December 2022 Common Warrants have an exercise price equal to $66.50 per share, are exercisable 6 months following the closing of the December 2022 Offering (the “Initial Exercise Date”) (see Note 13 – Subsequent Events, “ Amendment to Common Warrant Agreement for the December 2022 Offering” During 2023, the Company entered into a series of amendments to these warrants in April, August and November; such amendments changed the exercise price from $402.80 to $33.82 (see Amendment to July and December 2022 Common Warrants Second Amendment to Common Warrant Agreements for the July 2022, December 2022 and April 2023 Offerings Amendment to the August 2023 Offering Amendment to the August 2023 Offering As of December 31, 2023, all 78,910 of the December 2022 Pre-Funded Warrants have been exercised for a value of $150; there are no unexercised December 2022 Pre-Funded Warrants remaining as of the end of 2023. No December 2022 Common Warrants have been exercised as of December 31, 2023. April 2023 Offering On April 5, 2023, the Company entered into a Securities Purchase Agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 21,053 shares of common stock, pre-funded warrants to purchase up to an aggregate of 61,615 shares of common stock, and common stock warrants to purchase up to an aggregate of 82,668 shares of common stock, at a combined purchase price of $36.29 per share and warrant (the “April 2023 Offering”). Aggregate gross proceeds from the April 2023 Offering were approximately $3,000,000, and the April 2023 Offering closed on April 10, 2023. The April 2023 Pre-Funded Warrants had an exercise price equal to $0.0019, were immediately exercisable and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. The exercise price of the April 2023 Pre-Funded Warrants will not be subject to adjustment as a result of subsequent equity issuances at effective prices lower than the then-current exercise price. The April 2023 Pre-Funded Warrants are exercisable until they are exercised in full. The April 2023 Pre-Funded Warrants are subject to a provision prohibiting the exercise of such April 2023 Pre-Funded Warrants to the extent that, after giving effect to such exercise, the holder of such April 2023 Pre-Funded Warrants (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 9.99% of the Company’s outstanding common stock (which may be increased or decreased, with 61 days prior written notice by the holder). Although the April 2023 Pre-Funded Warrants have a tender offer provision, the April 2023 Pre-Funded Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the April 2023 Pre-Funded Warrants are equity-classified, the placement agent fees and offering expenses were accounted for as a reduction of additional paid in capital. The April 2023 Common Warrants have an exercise price equal to $33.82 per share, were immediately exercisable upon the closing of the April 2023 Offering (the “Initial Exercise Date”) and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. The exercise price of the April 2023 Common Warrants will not be subject to adjustment as a result of subsequent equity issuances at effective prices lower than the then-current exercise price. The April 2023 Common Warrants were originally exercisable for 5.5 years following the Initial Exercise Date. The April 2023 Common Warrants are subject to a provision prohibiting the exercise of such April 2023 Common Warrants to the extent that, after giving effect to such exercise, the holder of such April 2023 Common Warrants (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 9.99% of the Company’s outstanding common stock (which may be increased or decreased, with 61 days prior written notice by the holder). Although the April 2023 Common Warrants have a tender offer provision, the April 2023 Common Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the April 2023 Common Warrants are equity-classified, the placement agent fees and offering expenses were accounted for as a reduction of additional paid in capital. During 2023, the Company entered into a series of amendments to these warrants in August and November; such amendments changed the exercise price from $33.82 to $15.77 (see Second Amendment to Common Warrant Agreements for the July 2022, December 2022 and April 2023 Offerings Amendment to the August 2023 Offering Amendment to the August 2023 Offering As of December 31, 2023, all 61,615 of the April 2023 Pre-Funded Warrants have been exercised for a value of $117; and there are no unexercised April 2023 Pre-Funded Warrants remaining as of the end of 2023. No April 2023 Common Warrants have been exercised as of December 31, 2023. Amendment to July and December 2022 Common Warrants On April 5, 2023, the Company entered into an amendment to the common warrant agreements for the July 2022 and December 2022 Offerings, whereby warrants to purchase up to 16,138 shares (with an original exercise price of $402.80 per share and an expiration date of January 20, 2028) and the warrants to purchase up to 135,339 shares (with an original exercise price of $66.50 per share and an expiration date of June 22, 2028), respectively, were amended to have an exercise price of $33.82 per share and an expiration date of October 10, 2028. The Company accounted for the amendment as a warrant modification, whereby the effect of the modification is measured as the difference in its relative fair value immediately before the modification and after the modification; and any increase to the relative fair value is recognized as an equity issuance cost. To assess for the change in relative fair value, the Company performed a Black Scholes Option Model calculation to quantify the fair value of the common warrants under their original terms as of the modification date using the following assumptions: a share price of $27.17, exercise prices of $402.80 and $66.50 for the July 2022 common warrants and December 2022 common warrants, respectively, an expected term of 4.8 and 5.2 years, respectively, volatility of 106%, a dividend rate of 0% and a discount rate of 3.36%. The Company then performed a Black Scholes Option Model calculation to quantify the fair value of the common warrants with their new modified terms as of the modification date using the following assumptions: a share price of $27.17, an exercise price of $33.82 for both the July 2022 common warrants and December 2022 common warrants, an expected term of 5.5 years, volatility of 106%, a dividend rate of 0% and a discount rate of 3.36%. The aggregate difference of approximately $0.8 million between the two calculated amounts was recorded as an equity issuance cost within equity during the period to account for the change in relative fair value. First Amendment to the 2022 Omnibus Incentive Plan At the 2023 Annual Meeting of Stockholders of the Company held on July 6, 2023, the stockholders of the Company approved the First Amendment (“First Amendment”) to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan (the 2022 Omnibus Incentive Plan, as amended by the First Amendment, the “OIP”). The First Amendment was originally approved by the Board of Directors of the Company on May 5, 2023, subject to stockholder approval and the First Amendment became effective at the time of stockholder approval. The First Amendment increased the maximum number of shares available to be issued under the OIP from 6,315 shares to 24,736 shares. August 2023 Offering On August 9, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, in addition to certain purchasers who relied on the Company’s registration statement filed with the SEC on July 25, 2023, which became effective on August 9, 2023, pursuant to which the Company agreed to sell an aggregate of 35,102 shares of common stock (the “August Shares”), pre-funded warrants to purchase up to an aggregate of 207,814 shares of common stock, and common stock warrants to purchase up to an aggregate of 242,915 shares of common stock (“August Pre-funded Warrants”) at a combined purchase price of $12.35 per share and warrant (the “August 2023 Offering”). Aggregate gross proceeds from the August 2023 Offering were approximately $3.0 million, and the August 2023 Offering closed on August 14, 2023. The August 2023 Pre-Funded Warrants have an exercise price equal to $0.0019, are immediately exercisable and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. The exercise price of the August 2023 Pre-Funded Warrants will not be subject to adjustment as a result of subsequent equity issuances at effective prices lower than the then-current exercise price. The August 2023 Pre-Funded Warrants are exercisable until they are exercised in full. The August 2023 Pre-Funded Warrants are subject to a provision prohibiting the exercise of such August 2023 Pre-Funded Warrants to the extent that, after giving effect to such exercise, the holder of such August 2023 Pre-Funded Warrants (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 9.99% of the Company’s outstanding common stock (which may be increased or decreased, with 61 days prior written notice by the holder). Although the August 2023 Pre-Funded Warrants have a tender offer provision, the August 2023 Pre-Funded Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the August 2023 Pre-Funded Warrants are equity-classified, the placement agent fees and offering expenses were accounted for as a reduction of additional paid in capital. The August 2023 Common Warrants have an exercise price equal to $12.35 per share, are immediately exercisable upon the closing of the August 2023 Offering and are subject to customary anti-dilution adjustments for stock splits or dividends or other similar transactions. The exercise price of the August 2023 Common Warrants will not be subject to adjustment as a result of subsequent equity issuances at effective prices lower than the then-current exercise price. The August 2023 Common Warrants were originally exercisable for 5 years following the initial exercise date of August 14, 2023. The August 2023 Common Warrants are subject to a provision prohibiting the exercise of such August 2023 Common Warrants to the extent that, after giving effect to such exercise, the holder of such August 2023 Common Warrants (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 4.99% of the Company’s outstanding common stock (which may be increased or decreased, with 61 days prior written notice by the holder). Although the August 2023 Common Warrants have a tender offer provision, the August 2023 Common Warrants were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the August 2023 Common Warrants are equity-classified, the placement agent fees and offering expenses were accounted for as a reduction of additional paid in capital. During 2023, the Company entered into a series of amendments to these warrants in August and November; such amendments changed the exercise price from $12.35 to $3.23 (see Amendment to the August 2023 Offering Amendment to the August 2023 Offering As of December 31, 2023, all of the August 2023 Pre-Funded Warrants have been exercised for a value of $395 and there are no unexercised August 2023 Pre-Funded Warrants remaining as of the end of 2023. No August 2023 Common Warrants have been exercised as of December 31, 2023. Second Amendment to Common Warrant Agreements for the July 2022, December 2022 and April 2023 Offerings On August 9, 2023, the Company entered into an amendment to the common warrant agreements for the July 2022, December 2022 and April 2023 Offerings, whereby common warrants to purchase up to 16,138, 135,339 and 82,668 shares, respectively (all with previous exercise prices of $33.82 per share), were amended to have an exercise price of $15.77 per share. The Company accounted for the amendment as a warrant modification, whereby the effect of the modification is measured as the difference in its relative fair value immediately before the modification and after the modification; and any increase to the relative fair value is recognized as an equity issuance cost. To assess for the change in relative fair value, the Company performed a Black Scholes Option Model calculation to quantify the fair value of the common warrants under their original terms as of the modification date using the following assumptions for the July 2022, December 2022 and April 2023 common warrants: a share price of $16.04, an exercise price of $33.82, an expected term of 5.18 years, volatility of 100%, a dividend rate of 0% and a discount rate of 4.12%. The Company then performed a Black Scholes Option Model calculation to quantify the fair value of the common warrants with their new modified terms as of the modification date using the following assumptions for the July 2022, December 2022 and April 2023 common warrants: a share price of $16.04, an exercise price of $15.77, an expected term of 5.18 years, volatility of 100%, a dividend rate of 0% and a discount rate of 4.12%. The aggregate difference of approximately $1.4 million between the two calculated amounts was recorded as an equity issuance cost within equity during the period to account for the change in relative fair value. Amendment to August 2023 Offering On November 28, 2023, the Company entered into an amendment to the August 2023 Offering (“Amendment to the August 2023 Offering”), whereby (i) the Purchaser agreed to pay an additional $830,769 in connection with the repricing of the August Shares and August Pre-Funded Warrants (the “Repricing Amount”), (ii) the Company agreed to issue to the Purchaser additional pre-funded warrants to purchase up to 257,205 shares of common stock, with an exercise price of $0.0019 per share (the “Additional Pre- Funded Warrants”), and warrants to purchase up to 477,058 shares of common stock, with an exercise price of $3.23 per share (the “Additional Common Warrants”, collectively the “Additional Warrants”), and (iii) the Company and the Purchaser agreed to enter into the warrant amendment agreement (as defined and described below). Other than exercise price and exercisability, the Additional Warrants have the same terms and conditions as the August 2023 Pre-funded Warrants and the August 2023 Common Warrants and, as such, were determined to be equity-classified because they met the limited exception in the case of a change-in-control. Because the Additional Warrants are equity-classified, the placement agent fees and offering expenses will be accounted for as a reduction of additional paid in capital. The Additional Warrants will not be exercisable until the Company obtains stockholder approval with respect to the issuance of the 734,262 shares of common stock upon exercise of the warrants, at which point the Additional Pre-Funded Warrants will remain exercisable until all the Additional Pre-Funded Warrants are exercised in full, and the Additional Common Warrants will remain exercisable until the fifth anniversary of the stockholder approval date. The stockholder approval date occurred on February 16, 2024, as discussed under Note 13 – Subsequent Events. In accordance with the Amendment to the August 2023 Offering, the Company entered into a warrant amendment agreement to amend the following outstanding warrants held by the Purchaser: (i) warrants to purchase up to 16,138 shares of common stock issued in July 2022; (ii) warrants to purchase up to 135,339 shares of common stock issued in December 2022; (iii) warrants to purchase up to 82,668 shares of common stock issued in April 2023; and (iv) warrants to purchase up to 242,915 shares of common stock issued in August 2023 (collectively, the “Existing Common Warrants”). Pursuant to the warrant amendment agreement, the Existing Common Warrants will not be exercisable until the Company obtains stockholder approval for the issuance of up to 477,058 shares of common stock upon exercise of the Existing Common Warrants. The Existing Common Warrants will have an exercise price equal to $3.23 per share, and the Existing Common Warrants will expire on the fifth anniversary of the stockholder approval date. The stockholder approval date occurred on February 16, 2024, as discussed under Note 13 – Subsequent Events. The Company accounted for the Amendment to the August 2023 Offering as a warrant modifica |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 11 - INCOME TAXES The Company is subject to federal and state/provincial income taxes in the United States, Canada, and the United Kingdom and each legal entity files on a non- consolidated basis. The benefit of the pre-reorganization net operating losses of 180 LP were passed through to its owners. The losses before income taxes consist of the following domestic and international components: For the Years Ended December 31, 2023 2022 Domestic $ (20,025,289 ) $ (37,727,021 ) International (2,259,237 ) (1,941,987 ) $ (22,284,526 ) $ (39,669,008 ) The provision for income taxes consists of the following benefits: For the Years Ended December 31, 2023 2022 Deferred tax benefits: Domestic: Federal $ 4,004,891 $ 4,057,936 State 1,399,496 1,343,123 International 591,583 353,038 5,995,970 5,754,097 Change in valuation allowance (3,646,556 ) (4,811,348 ) Net income tax benefit $ 2,349,414 $ 942,749 Certain deferred tax assets are denominated in currencies other than the US dollar and are subject to foreign currency translation adjustments. The provision for income taxes differs from the United States Federal statutory rate as follows: For the Years Ended December 31, 2023 2022 US Federal statutory rate 21.0 % 21.0 % Difference between domestic and foreign federal rates (0.2 )% (0.1 )% State and provincial taxes, net of federal benefits 6.3 % 6.6 % Permanent differences: Goodwill impairment - (23.7 )% Change in the fair value of derivatives and accrued issuable equity 0.4 % 10.7 % Other (0.5 )% - Change in valuation allowance (16.4 )% (12.1 )% Effective income tax rate 10.6 % 2.4 % Deferred tax assets and liabilities consist of the following: December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 16,460,534 $ 13,399,384 Amortization 318,546 165,476 Accrued compensation not currently deductible 75,638 343,787 Stock compensation 2,126,581 1,588,866 Accrued interest 150,502 150,502 Reserve for uncollectible notes receivable 162,770 - Organizational costs deferred for tax purposes 8,125 8,125 19,302,696 15,656,140 Deferred tax liabilities: Difference between book and tax basis related to: Technology license (351,791 ) (368,587 ) Acquired in-process research and development - (2,332,618 ) Other (639,726 ) (555,880 ) (991,517 ) (3,257,085 ) Total of deferred tax assets and liabilities 18,311,179 12,399,055 Valuation allowance (18,662,970 ) (15,016,414 ) Total of deferred tax assets and liabilities, net $ (351,791 ) $ (2,617,359 ) The change in the valuation reserve for deferred tax assets consists of the following: For the Years Ended December 31, 2023 2022 Beginning of period $ (15,016,414 ) $ (9,072,118 ) Change in valuation pursuant to the tax provision (3,732,408 ) (4,811,348 ) True-up to a prior year’s tax return 85,851 (1,132,948 ) End of period $ (18,662,971 ) $ (15,016,414 ) As of December 31, 2023, the Company had net operating loss (“NOL”) carryforwards that may be available to offset future taxable income in various jurisdictions as follows: ● Approximately $41,870,000 of domestic federal and state NOLs. The federal NOLs have no expiration date and are subject to 80% of taxable income; the state NOLs will begin to expire in 2039; ● Approximately $8,589,000 each of Canadian federal and provincial NOLs. Those NOLs will begin to expire in 2038; and ● Approximately $12,759,000 of United Kingdom federal NOLs. Those NOLs have no expiration date. The utilization of the domestic NOLs to offset future taxable income may be subject to annual limitations under Section 382 of the Internal Revenue Code and similar state statutes as a result of ownership changes. The Company has assessed the likelihood that deferred tax assets will be realized in accordance with the provisions of ASC 740. ASC 740 requires that such review considers all available positive and negative evidence, including the scheduled reversal of deferred tax assets, projected future taxable income, and tax planning strategies. ASC 740 requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. After the performance of such reviews as of December 31, 2023 and 2022, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowance. The Company recorded increases in the valuation allowance of $3,646,557 and $5,944,246 in connection with the tax provisions for the years ended December 31, 2023 and 2022, respectively. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2023 and 2022. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. No tax audits were commenced or were in process during the years ended December 31, 2023 and 2022, nor were any tax related interest or penalties incurred during those periods. The Company’s tax returns filed in the United States, Canada, and the United Kingdom since inception remain subject to examination. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 12 - RELATED PARTIES Accounts Payable – Related Parties Accounts payable - related parties were $266,009 and $0 Accrued Expenses - Related Parties Accrued expenses - related parties were $0 Research and Development Expenses - Related Parties Research and Development Expenses – Related Parties of $480,777 and $240,731 during the years ended December 31, 2023 and 2022, respectively, is related to consulting and professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. General and Administrative Expenses - Related Parties General and Administrative Expenses – Related Parties during the years ended December 31, 2023 and 2022, were $46,555 and $5,612, respectively. Of the expenses incurred during 2023 and 2022, these primarily relate to professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. Interest Income - Related Parties During the years ended December 31, 2023 and 2022, the Company recorded $0 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS The Company has evaluated events and transactions subsequent to December 31, 2023, through the date the financial statements were issued. Except for the following, there are no subsequent events identified that would require disclosure in the financial statements. Amendments to Compensation Agreements On January 10, 2024, and effective on January 1, 2024, the Company entered into (a) a Fourth Amendment to Amended and Restated Employment Agreement with Dr. Woody, the CEO and Director of the Company; (b) a Fourth Amendment to Employment Agreement with Dr. Rothbard, the Chief Science Officer (CSO) of the Company; (c) a Third Amendment to Consulting Agreement with Dr. Steinman, the Executive Chairman of the Company; and (d) a Second Amendment to Consulting Agreement with Prof. Sir Feldmann, the former Executive Co-Chairman of the Company (collectively, the “Amendments”), which each amended the compensation agreements then in place with such individuals (see Note 9 – Commitments and Contingencies). Pursuant to the Amendments, each of Dr. Woody and Dr. Rothbard, effective as of January 1, 2024, agreed to a reduction of the base salaries set forth in their respective amended employment agreements, by 50%, to $245,000 per year for Dr. Woody and to $100,000 per year for Dr. Rothbard, with the amount of such salary reductions ($20,416 per month for Dr. Woody and $8,333 per month for Dr. Rothbard), accruing monthly in arrears, to be paid upon the Company raising at least $5,000,000 in funding subsequent to the date of the Amendments (the “Funding Date”), provided that in the event the Funding Date does not occur prior to March 15, 2025, the amounts accrued will be forgiven in their entirety. Also pursuant to the Amendments, each of Dr. Steinman and Sir Feldmann, effective as of January 1, 2024, agreed to a reduction of the base salaries set forth in their respective consulting agreements, by 100%, to $0 per year for each of Dr. Steinman and Sir Feldmann, with the amount of such salary reductions ($18,750 per month or $225,000 per year, for Dr. Steinman and £14,167 per month or £170,000 per year, for Sir Feldmann), accruing monthly in arrears, to be paid on the Funding Date, provided that in the event the Funding Date does not occur prior to March 15, 2025, the amounts accrued will be forgiven in their entirety. Granting of Extension to Regain Nasdaq Compliance As previously disclosed in Note 10 – Stockholders’ (Deficit) Equity, the Company received a letter from Nasdaq notifying the Company that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) (the “Rule”) requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000. On January 11, 2024, Nasdaq advised the Company that it had determined to grant the Company an extension to regain compliance with the Rule. The terms of the extension are as follows: on or before May 13, 2024, the Company must complete certain transactions described in greater detail in the compliance plan, contemplated to result in the Company increasing its stockholders’ equity to more than $2.5 million, and opt for one of the two alternatives to evidence compliance with the Rule. Additionally, in either case the Company is required to disclose that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting. Regardless of which alternative the Company chooses, if the Company fails to evidence compliance upon filing its next periodic report with the SEC following the end of such compliance period (i.e., its Quarterly Report for the Quarter ended June 30, 2024), the Company may be subject to delisting. Reversal of Accrued Bonuses For the year ended December 31, 2023, the Company had a balance of $1,053,006 in accrued bonuses due to the Board of Directors for services rendered during the fiscal years 2023 and 2022; of this amount, approximately $590,000 and $460,000 relate to services rendered during the current and prior years, respectively. On January 29, 2024, it was determined during a board meeting that the Company would not be paying these bonuses and would not be awarding any bonuses during 2024; and as a result, the Company subsequently determined that this event should be recognized in the financial statements for the year ended December 31, 2023 and recorded an entry to reverse the accrued balances. This reversal is reflected in the financial statements for the year ended December 31, 2023. D&O Insurance Lawsuit On February 12, 2024, the judge in the Company’s AmTrust Freedom (a) AmTrust is obligated under its insurance policy with the Company to advance to the Company all defense costs in excess of the deductible that the Company has advanced or will advance to Dr. Marlene Krauss, the Company’s former Chief Executive Officer and Director, and George Hornig, the former Chairman of the Board of Directors, in connection with certain subpoenas issued by the Securities and Exchange Commission; and (b) upon exhaustion of the AmTrust insurance policy, Freedom is obligated to do the same pursuant to its excess liability insurance policy with the Company. This Order applies until the final disposition of the case, but does not constitute a final judgment, and both the Company and the two insurers retain their rights to contest all applicable issues at trial, which is scheduled for May 12, 2025. It is unclear whether the defendants will take steps to appeal this order, the outcome of any such appeal, the timing of our receipt of any funds we may receive pursuant to the order related to reimbursement of amounts related to the Securities and Commission subpoenas, if any, or such amounts that we may ultimately receive. A final judgment following trial could potentially confirm these obligations of the insurers or, alternatively, reverse and require the Company to repay all or certain portions of such advance payments. There is no assurance at this time as to what the final judgment may entail. Second Amendment to the 2022 Omnibus Incentive Plan On February 16, 2024, the Company held a special meeting of its stockholders as of December 18, 2023 and approved the adoption of the Second Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan. Such amendment increased the maximum number of shares available to be issued under the Plan from 470,000 shares to 4,249,933 shares. Special Stockholder’s Meeting/Reverse Stock Split On February 16, 2024, the Company held a special meeting of its stockholders as of December 18, 2023 to vote on three proposals: i) approval of an amendment to the Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of common stock, par value $0.0001 per share, by a ratio of between one-for-four to one-for-forty, inclusive, with the exact ratio to be set at a whole number to be determined by the board of directors, ii) approval of the adoption of the Second Amendment to the 180 Life Sciences Corp. 2022 Omnibus Incentive Plan and iii) approval of the issuance of shares of common stock, $0.0001 par value per share, in excess of 19.99% of the issued and outstanding shares of common stock, upon the exercise of pre-funded warrants to purchase up to 257,205 shares of common stock, with an exercise price of $0.0019 per share; and warrants to purchase up to 954,116 shares of common stock, with an exercise price of $3.23 per share, at a price less than the minimum price as defined by and in accordance with Nasdaq Listing Rule 5635(d). All proposals were approved. On February 16, 2024, the Company’s board of directors approved a reverse split ratio of one-for-nineteen, with any fractional shares remaining after the reverse split to be rounded up to the nearest whole share. The Company believes the split is necessary to maintain the listing of the Company’s common stock on the Nasdaq Capital Market, and to cure the Company’s current non-compliance with Nasdaq Capital Market listing rules; the board also believes that the reverse split will also improve the marketability and liquidity of the common stock. On February 26, 2024, the Company filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the reverse stock split. Pursuant to the Certificate of Amendment, the reverse stock split was effective on February 28, 2024 at 12:01 a.m. Eastern Time (the “Effective Time”). The shares of the Company’s common stock began trading on the Nasdaq Capital Market (“Nasdaq”) on a post-split basis on February 28, 2024, with new CUSIP number: 68236V302. No change was made to the trading symbol for the Company’s shares of common stock or public warrants, “ATNF” and “ATNFW”, respectively, in connection with the reverse stock split. New Board Members Appointed On February 28, 2024, the Company’s Board of Directors appointed Blair Jordan as a member of the Board, and on March 7, 2024, the Company’s Board of Directors appointed Omar Jimenez and Ryan L. Smith as members of the Board. At the same time, the Board set the number of members of the Board at five members. The Board determined that Mr. Jordan, Mr. Jimenez and Mr. Smith were each independent and not party to any material plan, contract or arrangement (whether or not written) with the Company. In connection with their appointments to the Board and on February 24, 2024, March 4, 2024 and March 5, 2024, to be effective upon their appointments to the Board, the Company entered into an agreement with Mr. Jordan, Mr. Jimenez and Mr. Smith, respectively, whereby each will be paid $40,000 per year as an annual retainer fee for serving on the Board, and $10,000 per year for serving as the Chairman of the Strategic and Alternatives Committee and $15,000 per year for serving as the Lead Director (Mr. Jordan); $10,000 per year for serving as Chairman of the Audit Committee (Mr. Jimenez); and $10,000 per year for serving as the Chairman of the Compensation Committee and the Nominating and Corporate Governance Committee (Mr. Smith) Resignation of Board Member On March 7, 2024, Sir Marc Feldmann, Ph.D. provided notice to the Board of Directors of his resignation as a member of the Board of Directors, effective on the same date. Sir Feldmann’s resignation was not the result of any disagreement with the Company relating to the Company’s operations, policies or practices, or otherwise. Prior to his resignation, Sir Feldmann served as Co-Executive Chairman of the Company but did not serve on any committees of the Board of Directors. Sir Feldmann will continue to serve as an employee of one of the Company’s subsidiaries. Pre-Funded Warrant Exercises During February and March 2024, the remaining additional pre-funded warrants from the Amendment to the August 2023 Offering were exercised at a price of $0.0019 per share and, as a result, the holder was issued 257,205 shares of common stock (see Note 10 – Stockholder’s (Deficit) Equity, August 2023 Offering Nasdaq Compliance with Listing Rule 5550(a)(2) Regained On September 7, 2023, Nasdaq staff notified the Company that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market. Since then, the staff has determined that for the last 10 consecutive business days, from February 28 to March 12, 2024, the closing bid price of the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2) and this matter is now closed. Conversion of Class K Special Voting Shares On March 12, 2024, a holder of Class K Special Voting Shares converted such shares into 14 shares of common stock of the Company in a transaction exempt from registration pursuant to Section 3(a)(9) of the Securities Act. As a result of such conversion, there are no longer any Class K Special Voting Shares. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (19,935,112) | $ (38,726,259) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries 180 LP, CBR Pharma, Katexco and 180 Life Corp. (“180LC”). All inter-company balances and transactions among the companies have been eliminated upon consolidation. The consolidated financial statements are presented in U.S. Dollars. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the consolidated financial statements. The Company’s significant estimates and assumptions used in these financial statements include, but are not limited to, the fair value of financial instruments, warrants, options and derivative liabilities; R&D tax credits and accruals, and the estimates and assumptions related to the impairment analysis of IP R&D 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”) or British Pound (“GBP”). Assets and liabilities are translated based on the exchange rates at the balance sheet date (0.7547 and 0.7369 for the CAD, 1.2730 and 1.2098 for the GBP as of December 31, 2023 and 2022, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7458 and 0.7689 for the CAD, and 1.2667 and 1.2173 for the GBP for the years ended December 31, 2023 and 2022, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ (deficit) equity as a component of accumulated other comprehensive income. Comprehensive income is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the years ended December 31, 2023 and 2022, the Company recorded other comprehensive loss of $15,816 and $3,702,963, 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 $2,380 and $12,777 in foreign currency transaction losses for the years ended December 31, 2023 and 2022, respectively. Such amounts have been classified within general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements. The Company had no cash equivalents at December 31, 2023 or 2022. As of December 31, 2023, the Company had bank accounts in the United States and the United Kingdom; of its available cash balance, $25,474 is restricted cash. The Company’s cash deposits in United States and English financial institutions may at times be in excess of the Federal Deposit Insurance Corporation (“FDIC”) or the Financial Services Compensation Scheme (“FSCS”) insurance limits, respectively. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. |
Goodwill | Goodwill Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. The Company reviews goodwill yearly, or more frequently whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered, for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, it is unnecessary to perform a quantitative analysis. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. See “Note 5 – Intangible Assets and Impairment of Long-lived Assets” for further information. |
Intangible Assets and In-Process Research and Development (“IP R&D”) | Intangible Assets and In-Process Research and Development (“IP R&D”) Intangible assets consist of licensed patents held by Katexco as well as technology licenses acquired in connection with the Reorganization. Licensed patents are amortized over the remaining life of the patent. Technology licenses represent the fair value of licenses acquired for the development and commercialization of certain licenses and knowledge. The technology licenses are amortized on a straight-line basis over the estimated useful lives of the underlying patents. It will be necessary to monitor and possibly adjust the useful lives of the licensed patents and technology licenses depending on the results of the Company’s research and development activities. IP R&D assets represent the fair value assigned to technologies that were acquired on July 16, 2019 in connection with the Reorganization, which have not reached technological feasibility and have no alternative future use. IP R&D assets are considered to have indefinite-lives until the completion or abandonment of the associated research and development projects. During the period that the IP R&D assets are considered indefinite-lived, they are tested for impairment on an annual basis, or more frequently if the Company becomes aware of any events occurring or changes in circumstances that indicate that the fair value of the IP R&D assets are less than their carrying amounts. If and when development is complete, which generally occurs upon regulatory approval, and the Company is able to commercialize products associated with the IP R&D assets, these assets are then deemed definite-lived and are amortized based on their estimated useful lives at that point in time. If development is terminated or abandoned, the Company may record a full or partial impairment charge related to the IP R&D assets, calculated as the excess of the carrying value of the IP R&D assets over their estimated fair value. During 2023, the Company recorded a loss on impairment to IP R&D assets in the amount of $9,063,000, and as of December 31, 2023 and 2022, the balance of the IP R&D assets on the balance sheet was $0 and $9,063,000, respectively. See “Note 5 – Intangible Assets and Impairment of Long-lived Assets” for further information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: ● Level 1 - Quoted prices in active markets for identical assets or liabilities; ● Level 2 - Quoted prices for similar assets and liabilities in active markets or inputs that are observable; and ● Level 3 - Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of certain of the Company’s financial instruments, consisting primarily of loans payable, approximate their fair values as presented in these consolidated financial statements due to the short-term nature of those instruments. The Company’s derivative liabilities were valued using level 3 inputs (see Note 7 – Derivative Liabilities for additional information). |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and is estimated by management based on observations of the recent cash sales prices of common stock. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized but unissued shares. |
Derivative Liabilities and Convertible Instruments | Derivative Liabilities and Convertible Instruments The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives requiring separate recognition in the Company’s financial statements. Entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in other (expense) income, net in the consolidated statements of operations. In circumstances where there are multiple embedded instruments that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within twelve months of the balance sheet date. If the embedded conversion options do not require bifurcation, the Company then evaluates for the existence of a beneficial conversion feature by comparing the fair value of the Company’s underlying stock as of the commitment date to the effective conversion price of the instrument (the intrinsic value). Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption and are classified in interest expense in the consolidated statements of operations. Preferred stock discounts are only accreted to their redemption value if redemption becomes probable. Amendments to convertible instruments are evaluated as to whether they should be accounted for as a modification of the original instrument with no change to the accounting or, if the terms are substantially changed, as an extinguishment of the original instrument and the issuance of a new instrument. The Company has computed the fair value of warrants and options issued using the Black-Scholes option pricing model. The expected term used for warrants, convertible notes and convertible preferred stock are the contractual life and the expected term used for options issued is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Years Ended 2023 2022 Options 17,788 8,561 Warrants 983,473 (1) 180,832 Total potentially dilutive shares 1,001,261 189,393 (1) Note that amount excludes 257,205 warrants that require holders to pay a nominal amount of consideration; such underlying shares are included in the weighted average outstanding shares calculation for the purposes of basic earnings per share as of December 31, 2023. As such, this number of warrants will differ from those disclosed in Note 7 by the same amount. |
Research and Development | Research and Development Research and development expenses are charged to operations as incurred. During the years ended December 31, 2023 and 2022, the Company incurred $2,303,751 and $2,191,834, respectively, of research and development expenses. As of December 31, 2023 and 2022, research and development expenses – related parties were $480,777 and $240,731, respectively. See Note 12 – Related Parties for more information on research and development expenses – related parties. |
Income Taxes | Income Taxes The Company accounts for income taxes under the provisions of ASC Topic 740 “Income Taxes” (“ASC 740”). The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations and comprehensive loss. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments On November 27, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures Management does not believe that any other recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Anti Dilutive Common Shares | The following common share equivalents are excluded from the calculation of weighted average common shares outstanding, because their inclusion would have been anti-dilutive: For the Years Ended 2023 2022 Options 17,788 8,561 Warrants 983,473 (1) 180,832 Total potentially dilutive shares 1,001,261 189,393 (1) Note that amount excludes 257,205 warrants that require holders to pay a nominal amount of consideration; such underlying shares are included in the weighted average outstanding shares calculation for the purposes of basic earnings per share as of December 31, 2023. As such, this number of warrants will differ from those disclosed in Note 7 by the same amount. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of Prepaid Expenses | Prepaid expenses and other current assets consist of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Insurance $ 934,990 $ 1,027,292 Research and development expense tax credit receivable 440,161 546,563 Professional fees 279,039 310,017 Value-added tax receivable 9,917 48,774 Taxes - 25,634 $ 1,664,107 $ 1,958,280 |
Intangible Assets and Impairm_2
Intangible Assets and Impairment of Long-Lived Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets and Impairment of Long-Lived Assets [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following as of December 31, 2023 and 2022: Weighted As of December 31, 2023 As of December 31, 2022 in Years at Gross Accumulated Net Gross Accumulated Net Licensed patents 11.4 $ 599,686 $ (174,552 ) $ 425,134 $ 596,259 $ (142,654 ) $ 453,605 Technology license 15.6 1,562,744 (368,308 ) 1,194,436 1,485,159 (279,906 ) 1,205,253 $ 2,162,430 $ (542,860 ) $ 1,619,570 $ 2,081,418 $ (422,560 ) $ 1,658,858 |
Schedule of Future Amortization Related to Intangible Assets | Future amortization related to intangible assets is as follows: For the Years Ending December 31, 2024 $ 113,793 2025 113,793 2026 113,793 2027 113,793 2028 113,793 Thereafter 1,050,606 $ 1,619,571 |
Schedule of Goodwill Activity | The following is a summary of goodwill activity for the year ended December 31, 2022 for the Company’s single reporting unit, which includes the recorded losses on goodwill impairment described above. CBR 180 LP Consolidated Balance, January 1, 2022 $ 23,749,631 $ 13,238,255 $ 36,987,886 Currency translation (3,440,608 ) - (3,440,608 ) Impairment of goodwill (20,309,023 ) (13,328,255 ) (33,547,278 ) Balance, December 31, 2022 $ - $ - $ - CBR 180 LP IP Consolidated Balance, January 1, 2022 $ 1,632,780 $ 10,943,000 $ 12,575,780 Currency translation (170,696 ) - (170,696 ) Impairment of IP R&D assets (1,462,084 ) (1,880,000 ) (3,342,084 ) Balance, December 31, 2022 - 9,063,000 9,063,000 Impairment of IP R&D assets - (9,063,000 ) (9,063,000 ) Balance, December 31, 2023 $ - $ - $ - |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Consulting fees $ 645,081 $ 531,829 Professional fees 184,846 3,945 Litigation accrual (1) 49,999 125,255 Employee and director compensation (2) 530,383 1,558,024 Research and development fees 378,683 22,023 Interest 70,923 36,422 Other 9,899 7,018 $ 1,869,814 $ 2,284,516 (1) See Note 9 - Commitments and Contingencies, Potential Legal Matters (2) See Note 13 – Subsequent Events for additional details for this current year balance. |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Liabilities [Abstract] | |
Schedule of Changes in the Fair Value of Level 3 Derivative Liabilities | The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities (except the Public Special Purpose Acquisition Companies (“SPAC”) warrants as defined below, which are Level 1 derivative liabilities) that are measured at fair value on a recurring basis: For the Year Ended December 31, 2023 Warrants Public Private Alpha SPAC SPAC PIPE AGP Capital Total Balance as of January 1, 2023 $ 31,625 $ 1,256 $ 42,100 $ 400 $ - $ 75,381 Change in fair value of derivative liabilities (31,567 ) (1,256 ) (42,100 ) (400 ) - (75,323 ) Balance as of December 31, 2023 $ 58 $ - $ - $ - $ - $ 58 For the Year Ended December 31, 2022 Warrants Public Private Alpha SPAC SPAC PIPE AGP Capital Total Balance as of January 1, 2022 $ 8,048,850 $ 467,325 $ 6,516,300 $ 144,331 $ 43,561 $ 15,220,367 Change in fair value of derivative liabilities (8,017,225 ) (466,069 ) (6,474,200 ) (143,931 ) (43,561 ) (15,144,986 ) Balance as of December 31, 2022 $ 31,625 $ 1,256 $ 42,100 $ 400 $ - $ 75,381 |
Schedule of Black Scholes Option Pricing Models | The fair value of the SPAC derivative liabilities as of December 31, 2023 and 2022 were estimated using the Black Scholes option pricing model, with the following assumptions used: December 31, 2023 Risk-free interest rate 3.71% – 5.50 % Expected term in years 0.59 – 2.90 Expected volatility 100.0%–110.0 % Expected dividends 0 % February 23, Risk-free interest rate 0.59 % Expected term in years 5.00 Expected volatility 85 % Expected dividends 0 % March 12, Risk-free interest rate 0.68 % Expected term in years 3.84 Expected volatility 85 % Expected dividends 0 % July 29, Risk-free interest rate 0.37 % Expected term in years 3.00 Expected volatility 85 % Expected dividends 0 % |
Schedule of Warrant Activity | A summary of the warrant activity (including certain warrants granted in August 2021, July 2022, December 2022, April 2023, August 2023 and November 2023 as part of private offerings, all of which are equity-classified; see Note 10 - Stockholders’ (Deficit) Equity) during the years ended December 31, 2023 and 2022 is presented below: Number of Weighted Average Weighted Average Intrinsic Outstanding, January 1, 2022 29,355 $ 3,442.24 4.1 $ - Issued 237,312 65.36 5.4 Exercised (85,837 ) 0.0019 - Outstanding, December 31, 2022 180,832 $ 644.80 5.1 125,211 Issued 1,329,275 1.95 4.1 1,706,815 Exercised (269,429 ) 0.0019 - - Outstanding, December 31, 2023 1,240,678 $ 83.98 5.1 $ 1,832,026 Exercisable, December 31, 2023 29,355 $ 3,444.24 2.1 - |
Schedule of Outstanding and Exercisable Warrants | A summary of outstanding and exercisable warrants as of December 31, 2023 is presented below: Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 1,900.00 6,748 2.2 6,748 $ 2,006.40 168 1.3 168 $ 2,686.60 66 0.6 66 $ 2,850.00 6,579 2.6 6,579 $ 4,370.00 15,793 1.9 15,794 $ 3.23 954,119 (1) - - $ 0.0019 257,205 (2) - - 1,240,678 2.1 29,355 (1) Note that this number of shares is comprised of the July 2022, December 2022, April 2023, August 2023 and the Amendment to the August 2023 common warrants; as of December 31, 2023, none of these warrants were exercisable, as the meeting to obtain shareholder approval for these warrants did not occur until February 16, 2024. As such, they have not been included in the warrants exercisable calculations. (2) Note that this number of shares is comprised of the Amendment to the August 2023 pre-funded warrants; as of December 31, 2023, none of these warrants were exercisable, as the meeting to obtain shareholder approval for these warrants did not occur until February 16, 2024. As such, they have not been included in the warrants exercisable calculations. |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Loans Payable [Abstract] | |
Schedule of Loans Payable | The following tables summarize the activity of loans payable during the years ended December 31, 2023 and 2022: Principal Adjustments Principal New Issuances Effect of Principal Bounce Back Loan Scheme $ 43,129 $ - $ (12,326 ) $ - $ 2,015 $ 32,818 First Assurance – 2022 1,060,890 - (1,060,890 ) - - - First Assurance – 2023 - - (184,172 ) 969,322 - 785,150 Other loans payable 235,686 - - 406 236,092 Total loans payable 1,339,705 $ - $ (1,257,388 ) $ 969,322 $ 2,421 1,054,060 Less: loans payable – current portion 1,308,516 1,034,124 Loans payable – non-current portion $ 31,189 $ 19,936 Principal Adjustments Principal New Issuances Effect of Principal Paycheck Protection Program $ 41,312 $ - $ (41,312 ) $ - $ - $ - Bounce Back Loan Scheme 61,169 - (11,646 ) - (6,394 ) 43,129 First Assurance – 2021 1,618,443 (14,042 ) (1) (1,604,401 ) - - - First Assurance – 2022 - - - 1,060,890 - 1,060,890 Other loans payable 155,320 80,366 (2) - - 235,686 Total loans payable 1,876,244 $ 66,324 $ (1,657,359 ) $ 1,060,890 $ (6,394 ) 1,339,705 Less: loans payable – current portion 1,828,079 1,308,516 Loans payable – non-current portion $ 48,165 $ 31,189 (1) Note that this amount was related to finance charges and was reclassified. (2) Note that this amount was reclassified from related party payables. |
Schedule of Loans Payable, Current Portion | Loans Payable, Current Portion Simple December 31, December 31, Loan payable issued September 18, 2019 8 % $ 50,000 $ 50,000 Loan payable issued September 18, 2019 8 % 50,000 50,000 Loan payable issued October 8, 2019 0 % 4,000 4,000 Loan payable issued October 29, 2019 8 % 69,250 69,250 Loan payable issued December 31, 2019 0 % 5,000 5,000 Loan payable issued February 5, 2020 8 % 3,500 3,500 Loan payable issued February 5, 2020 8 % 3,500 3,500 Loan payable issued March 31, 2020 8 % 4,537 4,537 Loan payable issued March 31, 2020 8 % 4,537 4,537 Loan payable issued June 8, 2020 0 % 5,000 5,000 Loan payable issued June 17, 2020 8 % 485 485 Loan payable issued July 15, 2020 * 8 % 4,695 4,695 Loan payable issued July 15, 2020 8 % 5,503 5,503 Loan payable issued October 8, 2020 * 8 % 8,204 7,798 Loan payable issued October 13, 2020 8 % 13,337 13,337 Loan payable issued October 14, 2020 8 % 4,544 4,544 Current portion of Bounce Back Loans (1) (2) 1 % 12,882 11,940 First Assurance Funding payable issued December 2023 and 2022 (2) 2 % 785,150 1,060,890 $ 1,034,124 $ 1,308,516 * These loans are denominated in currencies other than USD. (1) See Loans Payable, Non-Current Portion for a description of the PPP Loans and the Bounce Back Loans. (2) Note that these loans are not currently in default. |
Schedule of Non-Current Portion of the Company’s Loans Payable | The non-current portion of the Company’s loans payable as of December 31, 2023 and 2022 are as follows: Simple Interest Rate December 31, December 31, Maturity BBLS loan payable issued June 10, 2020 2.5 % 32,818 43,129 6/10/2026 Subtotal 32,818 43,129 Less: Current portions of BBLS loans, respectively (see above) (12,882 ) (11,940 ) Non-current portion $ 19,936 $ 31,189 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Company Agreed to Make the Following Payments to Oxford | As a consideration, the Company agreed to make the following payments to Oxford: Amount Due Milestone (excluding VAT) Upon signing of the Fifth Oxford Agreement £ 70,546 6 months post signing of the Fifth Oxford Agreement £ 70,546 12 months post signing of the Fifth Oxford Agreement £ 70,546 24 months post signing of the Fifth Oxford Agreement £ 70,546 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity [Abstract] | |
Schedule of Restricted Stock Shares Granted and Outstanding | Below is a table summarizing the Restricted Stock Shares granted and outstanding as of and for the year ended December 31, 2023: Unvested Weighted Stock FV Price Unvested as of January 1, 2022 - $ - Granted 32 1,539.00 Vested (17 ) 1,539.00 Forfeited - - Unvested as of December 31, 2022 15 1,539.00 Granted - - Vested (12 ) 1,539.00 Forfeited (3 ) 1,539.00 Unvested as of December 31, 2023 - |
Schedule of Option Activity | A summary of the option activity during the years ended December 31, 2023 and 2022 is present below: Number of Weighted Weighted Intrinsic Outstanding, January 1, 2022 7,201 $ 1,814.31 9.41 3,525 Granted 1,360 516.80 - - Outstanding, December 31, 2022 8,561 1,607.97 8.6 - Granted 14,193 12.73 9.0 - Forfeited (4,966 ) - - - Outstanding, December 31, 2023 17,788 $ 633.95 9.0 $ - Exercisable, December 31, 2023 12,211 $ 851.37 8.7 $ - |
Schedule of Outstanding and Exercisable Stock Options | A summary of outstanding and exercisable stock options as of December 31, 2023 is presented below: Stock Options Outstanding Stock Options Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 946.20 130 6.9 128 $ 1,683.40 4,157 7.2 3,959 $ 2,872.80 668 7.6 616 $ 1,501.00 984 8.0 945 $ 516.80 1,208 8.6 669 $ 12.73 10,641 9.9 5,894 17,788 8.7 12,211 |
Schedule of the Assumptions Used in the Black-Scholes Valuation Method for these Options | The assumptions used in the Black-Scholes valuation method for these options which were issued in 2022 were as follows: Risk free interest rate 2.88 % Expected term (years) 5.00 – 5.77 Expected volatility 91.0 % Expected dividends 0 % Risk free interest rate 4.18 % Expected term (years) 5.00 – 5.27 Expected volatility 100.0 % Expected dividends 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Losses Before Income Taxes Consist of the Following Domestic and International Components | The losses before income taxes consist of the following domestic and international components: For the Years Ended December 31, 2023 2022 Domestic $ (20,025,289 ) $ (37,727,021 ) International (2,259,237 ) (1,941,987 ) $ (22,284,526 ) $ (39,669,008 ) |
Schedule of Income Taxes Consists of the Following Benefits (Provisions) | The provision for income taxes consists of the following benefits: For the Years Ended December 31, 2023 2022 Deferred tax benefits: Domestic: Federal $ 4,004,891 $ 4,057,936 State 1,399,496 1,343,123 International 591,583 353,038 5,995,970 5,754,097 Change in valuation allowance (3,646,556 ) (4,811,348 ) Net income tax benefit $ 2,349,414 $ 942,749 |
Schedule of United States Federal Statutory Rate | Certain deferred tax assets are denominated in currencies other than the US dollar and are subject to foreign currency translation adjustments. The provision for income taxes differs from the United States Federal statutory rate as follows: For the Years Ended December 31, 2023 2022 US Federal statutory rate 21.0 % 21.0 % Difference between domestic and foreign federal rates (0.2 )% (0.1 )% State and provincial taxes, net of federal benefits 6.3 % 6.6 % Permanent differences: Goodwill impairment - (23.7 )% Change in the fair value of derivatives and accrued issuable equity 0.4 % 10.7 % Other (0.5 )% - Change in valuation allowance (16.4 )% (12.1 )% Effective income tax rate 10.6 % 2.4 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following: December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 16,460,534 $ 13,399,384 Amortization 318,546 165,476 Accrued compensation not currently deductible 75,638 343,787 Stock compensation 2,126,581 1,588,866 Accrued interest 150,502 150,502 Reserve for uncollectible notes receivable 162,770 - Organizational costs deferred for tax purposes 8,125 8,125 19,302,696 15,656,140 Deferred tax liabilities: Difference between book and tax basis related to: Technology license (351,791 ) (368,587 ) Acquired in-process research and development - (2,332,618 ) Other (639,726 ) (555,880 ) (991,517 ) (3,257,085 ) Total of deferred tax assets and liabilities 18,311,179 12,399,055 Valuation allowance (18,662,970 ) (15,016,414 ) Total of deferred tax assets and liabilities, net $ (351,791 ) $ (2,617,359 ) |
Schedule of Valuation Reserve for Deferred Tax Assets | The change in the valuation reserve for deferred tax assets consists of the following: For the Years Ended December 31, 2023 2022 Beginning of period $ (15,016,414 ) $ (9,072,118 ) Change in valuation pursuant to the tax provision (3,732,408 ) (4,811,348 ) True-up to a prior year’s tax return 85,851 (1,132,948 ) End of period $ (18,662,971 ) $ (15,016,414 ) |
Business Organization and Nat_2
Business Organization and Nature of Operations (Details) | Dec. 31, 2023 $ / shares shares |
Business Organization and Nature of Operations (Details) [Line Items] | |
Converted share | 1 |
Share issued price per share (in Dollars per share) | $ / shares | $ 0.0001 |
Common Stock [Member] | |
Business Organization and Nature of Operations (Details) [Line Items] | |
Converted share | 1 |
Going Concern and Management'_2
Going Concern and Management's Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Going Concern and Management's Plans [Line Items] | ||
Accumulated deficit | $ (127,343,657) | $ (107,408,545) |
Working capital deficit | 1,422,710 | |
Net losses | (19,935,112) | (38,726,259) |
Cash used in operating activities | $ (10,922,223) | $ (12,127,585) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||
Foreign currency translation description | The functional currency of certain subsidiaries is the Canadian Dollar (“CAD”) or British Pound (“GBP”). Assets and liabilities are translated based on the exchange rates at the balance sheet date (0.7547 and 0.7369 for the CAD, 1.2730 and 1.2098 for the GBP as of December 31, 2023 and 2022, respectively), while expense accounts are translated at the weighted average exchange rate for the period (0.7458 and 0.7689 for the CAD, and 1.2667 and 1.2173 for the GBP for the years ended December 31, 2023 and 2022, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ (deficit) equity as a component of accumulated other comprehensive income. | |
Comprehensive (loss) of foreign currency translation adjustment | $ 15,816 | $ 3,702,963 |
Foreign currency transaction gain (losses) | 2,380 | 12,777 |
Restricted cash | 25,474 | |
Impairment loss | 9,063,000 | |
Assets | $ 5,259,476 | 19,650,248 |
warrant amount (in Shares) | 257,205 | |
IP R&D assets [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Assets | $ 0 | 9,063,000 |
Nonrelated Party [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Research and development expenses | 2,303,751 | 2,191,834 |
Related Parties [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Research and development expenses | $ 480,777 | $ 240,731 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Anti Dilutive Common Shares - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive shares | 1,001,261 | 189,393 | |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive shares | 17,788 | 8,561 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive shares | 983,473 | [1] | 180,832 |
[1]Note that amount excludes 257,205 warrants that require holders to pay a nominal amount of consideration; such underlying shares are included in the weighted average outstanding shares calculation for the purposes of basic earnings per share as of December 31, 2023. As such, this number of warrants will differ from those disclosed in Note 7 by the same amount. |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Prepaid Expenses [Abstract] | ||
Insurance | $ 934,990 | $ 1,027,292 |
Research and development expense tax credit receivable | 440,161 | 546,563 |
Professional fees | 279,039 | 310,017 |
Value-added tax receivable | 9,917 | 48,774 |
Taxes | 25,634 | |
Total | $ 1,664,107 | $ 1,958,280 |
Intangible Assets and Impairm_3
Intangible Assets and Impairment of Long-Lived Assets (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets and Impairment of Long-Lived Assets [Line Items] | |||||||
Amortization expense | $ 105,675 | $ 109,004 | |||||
Traded stock (in Dollars per share) | $ 64.41 | $ 252.7 | $ 322.24 | $ 984.2 | $ 1,482 | ||
Fair market value | $ 14,674,428 | $ 18,872,850 | |||||
Loss on goodwill impairment | 33,547,278 | ||||||
Goodwill | $ 0 | 0 | |||||
Impaired assets | 3,342,084 | ||||||
IP R&D asset balance description | This reduced the IP R&D asset balances of its CBR Pharma subsidiary and its 180 LP subsidiary to zero and $9,063,000, respectively, as of December 31, 2022. | ||||||
loss on impairment to IP R&D assets | $ 9,063,000 | ||||||
Carrying amount | 0 | ||||||
Income tax benefit | $ 2,300,000 | $ (2,349,683) | (942,749) | ||||
Consolidated IP R&D Assets [Member] | |||||||
Intangible Assets and Impairment of Long-Lived Assets [Line Items] | |||||||
Goodwill | 9,063,000 | $ 12,575,780 | |||||
Carrying amount | 12,405,084 | ||||||
Fair market value of assets | 9,063,000 | ||||||
CBR Pharma [Member] | |||||||
Intangible Assets and Impairment of Long-Lived Assets [Line Items] | |||||||
Fair market value | 1,462,084 | ||||||
Carrying amount | 1,462,084 | ||||||
Fair market value of assets | 0 | ||||||
180 LP [Member] | |||||||
Intangible Assets and Impairment of Long-Lived Assets [Line Items] | |||||||
Fair market value | 1,880,000 | ||||||
Carrying amount | 10,943,000 | ||||||
Fair market value of assets | $ 9,063,000 |
Intangible Assets and Impairm_4
Intangible Assets and Impairment of Long-Lived Assets (Details) - Schedule of Intangible Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Intangible Assets [Line Items] | ||
Gross asset value | $ 2,162,430 | $ 2,081,418 |
Accumulated amortization | (542,860) | (422,560) |
Net carrying value | $ 1,619,570 | 1,658,858 |
Licensed patents [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Remaining amortization period in years | 11 years 4 months 24 days | |
Gross asset value | $ 599,686 | 596,259 |
Accumulated amortization | (174,552) | (142,654) |
Net carrying value | $ 425,134 | 453,605 |
Technology license [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Remaining amortization period in years | 15 years 7 months 6 days | |
Gross asset value | $ 1,562,744 | 1,485,159 |
Accumulated amortization | (368,308) | (279,906) |
Net carrying value | $ 1,194,436 | $ 1,205,253 |
Intangible Assets and Impairm_5
Intangible Assets and Impairment of Long-Lived Assets (Details) - Schedule of Future Amortization Related to Intangible Assets | Dec. 31, 2023 USD ($) |
Schedule of Future Amortization Related to Intangible Assets [Abstract] | |
2024 | $ 113,793 |
2025 | 113,793 |
2026 | 113,793 |
2027 | 113,793 |
2028 | 113,793 |
Thereafter | 1,050,606 |
Total | $ 1,619,571 |
Intangible Assets and Impairm_6
Intangible Assets and Impairment of Long-Lived Assets (Details) - Schedule of Goodwill Activity - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CBR Pharma Goodwill [Member] | ||
Schedule of Goodwill Activity [Line Items] | ||
Balance at beginning | $ 23,749,631 | |
Balance at ending | ||
Currency translation | (3,440,608) | |
Impairment of goodwill | (20,309,023) | |
180 LP Goodwill [Member] | ||
Schedule of Goodwill Activity [Line Items] | ||
Balance at beginning | 13,238,255 | |
Balance at ending | ||
Currency translation | ||
Impairment of goodwill | (13,328,255) | |
Consolidated Goodwill [Member] | ||
Schedule of Goodwill Activity [Line Items] | ||
Balance at beginning | 36,987,886 | |
Balance at ending | ||
Currency translation | (3,440,608) | |
Impairment of goodwill | (33,547,278) | |
CBR Pharma IP R&D Assets [Member] | ||
Schedule of Goodwill Activity [Line Items] | ||
Balance at beginning | 1,632,780 | |
Balance at ending | ||
Currency translation | (170,696) | |
Impairment of IP R&D assets | (1,462,084) | |
180 LP IP R&D Assets [Member] | ||
Schedule of Goodwill Activity [Line Items] | ||
Balance at beginning | 9,063,000 | 10,943,000 |
Balance at ending | 9,063,000 | |
Currency translation | ||
Impairment of IP R&D assets | (9,063,000) | (1,880,000) |
Consolidated IP R&D Assets [Member] | ||
Schedule of Goodwill Activity [Line Items] | ||
Balance at beginning | 9,063,000 | 12,575,780 |
Balance at ending | 9,063,000 | |
Currency translation | (170,696) | |
Impairment of IP R&D assets | $ (9,063,000) | $ (3,342,084) |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party [Member] | ||
Accrued Expenses (Details) [Line Items] | ||
Accrued expenses - related parties | $ 188,159 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Accrued Expenses [Abstract] | |||
Consulting fees | $ 645,081 | $ 531,829 | |
Professional fees | 184,846 | 3,945 | |
Litigation accrual | [1] | 49,999 | 125,255 |
Employee and director compensation | [2] | 530,383 | 1,558,024 |
Research and development fees | 378,683 | 22,023 | |
Interest | 70,923 | 36,422 | |
Other | 9,899 | 7,018 | |
Total | $ 1,869,814 | $ 2,284,516 | |
[1] See Note 9 - Commitments and Contingencies, Potential Legal Matters See Note 13 – Subsequent Events for additional details for this current year balance. |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 12 Months Ended | ||||||||||||
Aug. 31, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | Jul. 29, 2021 | Mar. 12, 2021 | Feb. 23, 2021 | Nov. 06, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 28, 2023 | Dec. 15, 2022 | Dec. 31, 2021 | |
Derivative Liabilities [Line Items] | |||||||||||||
Exercise price per share (in Dollars per share) | $ 0.0019 | $ 33.82 | $ 3.23 | ||||||||||
Share price (in Dollars per share) | $ 27.17 | $ 0.0001 | |||||||||||
Exercise price exceeds (in Dollars per share) | $ 3.23 | $ 15.77 | $ 15.77 | $ 15.77 | |||||||||
Warrants revalued | $ 75,381 | $ 58 | $ 75,381 | $ 15,220,367 | |||||||||
Fair value of derivative liabilities | (75,323) | $ (15,144,986) | |||||||||||
Price per share (in Dollars per share) | $ 1,539 | $ 1,539 | |||||||||||
Derivative liabilities | $ 0 | $ 0 | $ 0 | ||||||||||
PIPE Warrants [Member] | |||||||||||||
Derivative Liabilities [Line Items] | |||||||||||||
Liability classified warrants | $ 7,294,836 | ||||||||||||
Public SPAC Warrants [Member] | |||||||||||||
Derivative Liabilities [Line Items] | |||||||||||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||||||||||
Share price (in Dollars per share) | 4,370 | ||||||||||||
Exercise price exceeds (in Dollars per share) | $ 6,840 | ||||||||||||
Warrants issuance | $ 1,978,000 | ||||||||||||
Warrants revalued | 31,625 | 58 | 31,625 | ||||||||||
Fair value of derivative liabilities | $ 31,567 | 8,017,225 | |||||||||||
Public SPAC Warrants [Member] | IPO [Member] | |||||||||||||
Derivative Liabilities [Line Items] | |||||||||||||
Aggregate warrant shares (in Shares) | 11,500,000 | ||||||||||||
Exercise price per share (in Dollars per share) | $ 5.75 | ||||||||||||
Private SPAC Warrants [Member] | |||||||||||||
Derivative Liabilities [Line Items] | |||||||||||||
Exercise price per share (in Dollars per share) | 0.01 | ||||||||||||
Share price (in Dollars per share) | 4,370 | ||||||||||||
Exercise price exceeds (in Dollars per share) | $ 6,840 | ||||||||||||
Warrants issuance | $ 587,925 | ||||||||||||
Warrants revalued | 1,256 | 0 | 1,256 | ||||||||||
Fair value of derivative liabilities | $ 1,256 | 466,069 | |||||||||||
Warrants exercisable of expire term | 5 years | ||||||||||||
Private SPAC Warrants [Member] | IPO [Member] | |||||||||||||
Derivative Liabilities [Line Items] | |||||||||||||
Aggregate warrant shares (in Shares) | 502,500 | ||||||||||||
Exercise price per share (in Dollars per share) | $ 5.75 | ||||||||||||
PIPE Warrants [Member] | |||||||||||||
Derivative Liabilities [Line Items] | |||||||||||||
Warrants revalued | 42,100 | $ 0 | 42,100 | ||||||||||
Fair value of derivative liabilities | 42,100 | 6,474,200 | |||||||||||
Purchase of stock (in Shares) | 6,748 | ||||||||||||
Price per share (in Dollars per share) | $ 1,900 | ||||||||||||
AGP Warrants [Member] | |||||||||||||
Derivative Liabilities [Line Items] | |||||||||||||
Aggregate warrant shares (in Shares) | 168 | ||||||||||||
Exercise price per share (in Dollars per share) | $ 2,006.4 | ||||||||||||
Warrants revalued | $ 400 | 0 | 400 | ||||||||||
Fair value of derivative liabilities | 400 | 143,931 | |||||||||||
Purchase of stock (in Shares) | 168 | ||||||||||||
Price per share (in Dollars per share) | $ 2,006.4 | ||||||||||||
Beneficial ownership percentage | 4.99% | ||||||||||||
Alpha Warrant [Member] | |||||||||||||
Derivative Liabilities [Line Items] | |||||||||||||
Fair value of derivative liabilities | $ 43,561 | ||||||||||||
Purchase of stock (in Shares) | 66 | ||||||||||||
Price per share (in Dollars per share) | $ 2,686.6 | ||||||||||||
Liability classified warrants | $ 95,677 | ||||||||||||
Beneficial ownership percentage | 4.99% | ||||||||||||
Derivative liabilities | $ 0 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of Changes in the Fair Value of Level 3 Derivative Liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 75,381 | $ 15,220,367 |
Change in fair value of derivative liabilities | (75,323) | (15,144,986) |
Ending balance | 58 | 75,381 |
Public SPAC Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 31,625 | 8,048,850 |
Change in fair value of derivative liabilities | (31,567) | (8,017,225) |
Ending balance | 58 | 31,625 |
Private SPAC Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 1,256 | 467,325 |
Change in fair value of derivative liabilities | (1,256) | (466,069) |
Ending balance | 1,256 | |
PIPE Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 42,100 | 6,516,300 |
Change in fair value of derivative liabilities | (42,100) | (6,474,200) |
Ending balance | 42,100 | |
AGP Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 400 | 144,331 |
Change in fair value of derivative liabilities | (400) | (143,931) |
Ending balance | 400 | |
Alpha Capital Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 43,561 | |
Change in fair value of derivative liabilities | (43,561) | |
Ending balance |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of Black Scholes Option Pricing Models | Dec. 31, 2023 | Jul. 29, 2021 | Mar. 12, 2021 | Feb. 23, 2021 |
Expected Dividends [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 0 | |||
Minimum [Member] | Risk-Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 3.71 | |||
Minimum [Member] | Expected Term in Years [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 0.59 | |||
Minimum [Member] | Expected Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 100 | |||
Maximum [Member] | Risk-Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 5.5 | |||
Maximum [Member] | Expected Term in Years [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 2.9 | |||
Maximum [Member] | Expected Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 110 | |||
PIPE Warrants [Member] | Risk-Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 0.59 | |||
PIPE Warrants [Member] | Expected Term in Years [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 5 | |||
PIPE Warrants [Member] | Expected Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 85 | |||
PIPE Warrants [Member] | Expected Dividends [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 0 | |||
AGP Warrant [Member] | Risk-Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 0.68 | |||
AGP Warrant [Member] | Expected Term in Years [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 3.84 | |||
AGP Warrant [Member] | Expected Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 85 | |||
AGP Warrant [Member] | Expected Dividends [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 0 | |||
Alpha Warrant [Member] | Risk-Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 0.37 | |||
Alpha Warrant [Member] | Expected Term in Years [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 3 | |||
Alpha Warrant [Member] | Expected Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 85 | |||
Alpha Warrant [Member] | Expected Dividends [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Derivative liabilities measurement net | 0 |
Derivative Liabilities (Detai_4
Derivative Liabilities (Details) - Schedule of Warrant Activity - Warrant [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||||
Number of Warrants, Issued | 1,329,275 | 237,312 | ||
Weighted Average Exercise Price, Issued | $ 1.95 | $ 65.36 | ||
Weighted Average Remaining Life in Years, Issued | 4 years 1 month 6 days | 5 years 4 months 24 days | ||
Intrinsic Value, Issued | $ 1,706,815 | |||
Number of Warrants, Exercisable | 29,355 | |||
Weighted Average Exercise Price, Exercisable | $ 3,444.24 | |||
Weighted Average Remaining Life in Years, Exercisable | 2 years 1 month 6 days | |||
Intrinsic Value, Exercisable | ||||
Number of Warrants, Exercised | (269,429) | (85,837) | ||
Weighted Average Exercise Price, Exercised | $ 0.0019 | $ 0.0019 | ||
Weighted Average Remaining Life in Years, Exercised | ||||
Intrinsic Value, Exercised | ||||
Number of Warrants, Ending Outstanding | 180,832 | 29,355 | 1,240,678 | 180,832 |
Weighted Average Exercise Price, Ending Outstanding | $ 644.8 | $ 3,442.24 | $ 83.98 | $ 644.8 |
Weighted Average Remaining Life in Years, Ending Outstanding | 5 years 1 month 6 days | 4 years 1 month 6 days | 5 years 1 month 6 days | |
Intrinsic Value, Ending Outstanding | $ 125,211 | $ 1,832,026 | $ 125,211 |
Derivative Liabilities (Detai_5
Derivative Liabilities (Details) - Schedule of Outstanding and Exercisable Warrants - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2023 $ / shares shares | ||
Derivative Liabilities (Details) - Schedule of Outstanding and Exercisable Warrants [Line Items] | ||
Warrants Outstanding Number of Shares | 1,240,678 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 2 years 1 month 6 days | |
Warrants Exercisable Number of Shares | 29,355 | |
100.00 [Member] | ||
Derivative Liabilities (Details) - Schedule of Outstanding and Exercisable Warrants [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 1,900 | |
Warrants Outstanding Number of Shares | 6,748 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 2 years 2 months 12 days | |
Warrants Exercisable Number of Shares | 6,748 | |
105.60 [Member] | ||
Derivative Liabilities (Details) - Schedule of Outstanding and Exercisable Warrants [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 2,006.4 | |
Warrants Outstanding Number of Shares | 168 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 1 year 3 months 18 days | |
Warrants Exercisable Number of Shares | 168 | |
141.40 [Member] | ||
Derivative Liabilities (Details) - Schedule of Outstanding and Exercisable Warrants [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 2,686.6 | |
Warrants Outstanding Number of Shares | 66 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 7 months 6 days | |
Warrants Exercisable Number of Shares | 66 | |
150.00 [Member] | ||
Derivative Liabilities (Details) - Schedule of Outstanding and Exercisable Warrants [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 2,850 | |
Warrants Outstanding Number of Shares | 6,579 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 2 years 7 months 6 days | |
Warrants Exercisable Number of Shares | 6,579 | |
230.00 [Member] | ||
Derivative Liabilities (Details) - Schedule of Outstanding and Exercisable Warrants [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 4,370 | |
Warrants Outstanding Number of Shares | 15,793 | |
Warrants Exercisable Weighted Average Remaining Life in Years | 1 year 10 months 24 days | |
Warrants Exercisable Number of Shares | 15,794 | |
0.17 [Member] | ||
Derivative Liabilities (Details) - Schedule of Outstanding and Exercisable Warrants [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 3.23 | |
Warrants Outstanding Number of Shares | 954,119 | [1] |
Warrants Exercisable Weighted Average Remaining Life in Years | ||
Warrants Exercisable Number of Shares | ||
0.0001 [Member] | ||
Derivative Liabilities (Details) - Schedule of Outstanding and Exercisable Warrants [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ / shares | $ 0.0019 | |
Warrants Outstanding Number of Shares | 257,205 | [2] |
Warrants Exercisable Weighted Average Remaining Life in Years | ||
Warrants Exercisable Number of Shares | ||
[1]Note that this number of shares is comprised of the July 2022, December 2022, April 2023, August 2023 and the Amendment to the August 2023 common warrants; as of December 31, 2023, none of these warrants were exercisable, as the meeting to obtain shareholder approval for these warrants did not occur until February 16, 2024. As such, they have not been included in the warrants exercisable calculations.[2]Note that this number of shares is comprised of the Amendment to the August 2023 pre-funded warrants; as of December 31, 2023, none of these warrants were exercisable, as the meeting to obtain shareholder approval for these warrants did not occur until February 16, 2024. As such, they have not been included in the warrants exercisable calculations. |
Loans Payable (Details)
Loans Payable (Details) | 12 Months Ended | |||||||||
Dec. 10, 2023 USD ($) | Dec. 10, 2022 USD ($) | Jun. 10, 2020 USD ($) | Jun. 10, 2020 GBP (£) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 GBP (£) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 GBP (£) | Dec. 31, 2023 GBP (£) | Dec. 31, 2022 GBP (£) | |
Loans Payable (Details) [Line Items] | ||||||||||
Maximum loan amount (in Pounds) | £ | £ 50,000 | |||||||||
Accrued interest | $ 316 | $ 732 | £ 248 | £ 477 | ||||||
Interest expense | 683 | £ 549 | £ 721 | |||||||
First assurance funding to finance | $ 903,098 | $ 872,034 | ||||||||
Total D&O insurance amount | $ 969,322 | $ 1,060,891 | ||||||||
Financed in loans payable | ||||||||||
Monthly installment loans | 90,310 | |||||||||
Outstanding loans payable | 0 | 1,490 | ||||||||
Accrued interest | 70,923 | 37,960 | ||||||||
Loans Payable [Member] | ||||||||||
Loans Payable (Details) [Line Items] | ||||||||||
Interest expense | 18,436 | |||||||||
Bounce Back Loan Scheme [Member] | ||||||||||
Loans Payable (Details) [Line Items] | ||||||||||
Cash proceed | $ 64,353 | £ 50,000 | ||||||||
Interest percentage | 2.50% | |||||||||
Interest expense | 901 | |||||||||
Related Party [Member] | ||||||||||
Loans Payable (Details) [Line Items] | ||||||||||
Interest expense | 14,156 | |||||||||
Accrued interest | $ 0 | $ 16,770 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of Loans Payable - Loans Payable [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Loans Payable (Details) - Schedule of Loans Payable [Line Items] | ||||
Principal balance beginning | $ 1,339,705 | $ 1,876,244 | ||
Adjustments | 66,324 | |||
Principal Repaid in Cash | (1,257,388) | (1,657,359) | ||
New Issuances | 969,322 | 1,060,890 | ||
Effect of Foreign Exchange Rates | 2,421 | (6,394) | ||
Principal balance ending | 1,054,060 | 1,339,705 | ||
Less: loans payable – current portion | 1,308,516 | 1,828,079 | ||
Less: loans payable – current portion | 1,034,124 | 1,308,516 | ||
Loans payable – non-current portion | 31,189 | 48,165 | ||
Loans payable – non-current portion | 19,936 | 31,189 | ||
Bounce Back Loan Scheme [Member] | ||||
Loans Payable (Details) - Schedule of Loans Payable [Line Items] | ||||
Principal balance beginning | 43,129 | 61,169 | ||
Adjustments | ||||
Principal Repaid in Cash | (12,326) | (11,646) | ||
New Issuances | ||||
Effect of Foreign Exchange Rates | 2,015 | (6,394) | ||
Principal balance ending | 32,818 | 43,129 | ||
First Assurance – 2022 [Member] | ||||
Loans Payable (Details) - Schedule of Loans Payable [Line Items] | ||||
Principal balance beginning | 1,060,890 | |||
Adjustments | ||||
Principal Repaid in Cash | (1,060,890) | |||
New Issuances | 1,060,890 | |||
Effect of Foreign Exchange Rates | ||||
Principal balance ending | 1,060,890 | |||
First Assurance – 2023 [Member] | ||||
Loans Payable (Details) - Schedule of Loans Payable [Line Items] | ||||
Principal balance beginning | ||||
Adjustments | ||||
Principal Repaid in Cash | (184,172) | |||
New Issuances | 969,322 | |||
Effect of Foreign Exchange Rates | ||||
Principal balance ending | 785,150 | |||
Other loans payable [Member] | ||||
Loans Payable (Details) - Schedule of Loans Payable [Line Items] | ||||
Principal balance beginning | 235,686 | 155,320 | ||
Adjustments | 80,366 | [1] | ||
New Issuances | ||||
Effect of Foreign Exchange Rates | 406 | |||
Principal balance ending | 236,092 | 235,686 | ||
Paycheck Protection Program [Member] | ||||
Loans Payable (Details) - Schedule of Loans Payable [Line Items] | ||||
Principal balance beginning | 41,312 | |||
Adjustments | ||||
Principal Repaid in Cash | (41,312) | |||
New Issuances | ||||
Effect of Foreign Exchange Rates | ||||
Principal balance ending | ||||
First Assurance – 2021 [Member] | ||||
Loans Payable (Details) - Schedule of Loans Payable [Line Items] | ||||
Principal balance beginning | 1,618,443 | |||
Adjustments | [2] | (14,042) | ||
Principal Repaid in Cash | (1,604,401) | |||
New Issuances | ||||
Effect of Foreign Exchange Rates | ||||
Principal balance ending | ||||
[1]Note that this amount was reclassified from related party payables.[2]Note that this amount was related to finance charges and was reclassified. |
Loans Payable (Details) - Sch_2
Loans Payable (Details) - Schedule of Loans Payable, Current Portion - USD ($) | 12 Months Ended | |||
Dec. 24, 2008 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Loans Payable Current Portion [Line Items] | ||||
Loans Payable, Current Portions | $ 1,034,124 | $ 1,308,516 | ||
Loan payable issued September 18, 2019 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans Payable, Current Portions | 50,000 | 50,000 | ||
Loan payable issued September 18, 2019 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans Payable, Current Portions | 50,000 | 50,000 | ||
Loan payable issued October 8, 2019 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | 0% | |||
Loans Payable, Current Portions | 4,000 | 4,000 | ||
Loan payable issued October 29, 2019 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans Payable, Current Portions | 69,250 | 69,250 | ||
Loan payable issued December 31, 2019 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | 0% | |||
Loans Payable, Current Portions | 5,000 | 5,000 | ||
Loan payable issued February 5, 2020 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans Payable, Current Portions | 3,500 | 3,500 | ||
Loan payable issued February 5, 2020 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans Payable, Current Portions | 3,500 | 3,500 | ||
Loan payable issued March 31, 2020 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans Payable, Current Portions | 4,537 | 4,537 | ||
Loan payable issued March 31, 2020 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans Payable, Current Portions | 4,537 | 4,537 | ||
Loan payable issued June 8, 2020 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | 0% | |||
Loans Payable, Current Portions | 5,000 | 5,000 | ||
Loan payable issued June 17, 2020 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans Payable, Current Portions | 485 | 485 | ||
Loan payable issued July 15, 2020 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | [1] | 8% | ||
Loans Payable, Current Portions | [1] | 4,695 | 4,695 | |
Loan payable issued July 15, 2020 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans Payable, Current Portions | 5,503 | 5,503 | ||
Loan payable issued October 8, 2020 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | [1] | 8% | ||
Loans Payable, Current Portions | [1] | 8,204 | 7,798 | |
Loan payable issued October 13, 2020 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans Payable, Current Portions | 13,337 | 13,337 | ||
Loan payable issued October 14, 2020 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | 8% | |||
Loans Payable, Current Portions | 4,544 | 4,544 | ||
Current portion of Bounce Back Loans [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | [2],[3] | 1% | ||
Loans Payable, Current Portions | [2],[3] | 12,882 | 11,940 | |
First Assurance Funding payable issued December 10, 2021 [Member] | ||||
Loans Payable Current Portion [Line Items] | ||||
Simple Interest Rate | [2] | 2% | ||
Loans Payable, Current Portions | [2] | $ 785,150 | $ 1,060,890 | |
[1]These loans are denominated in currencies other than USD.[2]Note that these loans are not currently in default.[3]See Loans Payable, Non-Current Portion for a description of the PPP Loans and the Bounce Back Loans. |
Loans Payable (Details) - Sch_3
Loans Payable (Details) - Schedule of Non-Current Portion of the Company’s Loans Payable - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Non-Current Portion Loans Payable [Line Items] | ||
Simple Interest Rate | 2.50% | |
BBLS loan payable issued | $ 32,818 | $ 43,129 |
Maturity Date | Jun. 10, 2026 | |
Subtotal | $ 32,818 | 43,129 |
Less: Current portions of BBLS loans, respectively (see above) | (12,882) | (11,940) |
Non-current portion | $ 19,936 | $ 31,189 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Part-1 | 1 Months Ended | 12 Months Ended | ||||
Sep. 01, 2021 USD ($) | Jan. 28, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 GBP (£) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 GBP (£) | |
Commitments and Contingencies [Line Items] | ||||||
Compensatory damages in excess | $ 11,286,570 | |||||
Principal amount | $ 371,178 | |||||
Additional amount | $ 300,000 | |||||
Payment of full amount of fees total | $ 714,557 | |||||
Interest accruing | 316 | £ 248 | $ 732 | £ 477 | ||
Action Against Tyche Capital LLC [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Interest accruing | $ 6,776,686 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Part-2 | 12 Months Ended | ||
Sep. 20, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) | |
Commitments and Contingencies [Line Items] | |||
Commitments combined amount | $ 3,317,408 | $ 4,395,000 | |
Additional loss contingency damages sought value | $ 2,721,036 | ||
Compensatory damages | $ 2,000,000 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Part-3 | 1 Months Ended | 12 Months Ended | |||||||||||||||||
Nov. 02, 2021 USD ($) | Nov. 02, 2021 GBP (£) | Sep. 21, 2020 USD ($) | Sep. 21, 2020 GBP (£) | Sep. 18, 2020 USD ($) | Sep. 18, 2020 GBP (£) | Jul. 25, 2018 USD ($) | Aug. 20, 2018 | Dec. 31, 2023 USD ($) | Dec. 31, 2023 GBP (£) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 GBP (£) | Dec. 31, 2023 GBP (£) | Dec. 31, 2022 GBP (£) | Dec. 31, 2021 USD ($) | Nov. 02, 2021 GBP (£) | Sep. 03, 2021 USD ($) | Sep. 03, 2021 GBP (£) | May 08, 2018 USD ($) | |
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Percentage of net product sales of royalties | 1% | ||||||||||||||||||
License maintenance fee recorded to prepaid expenses | $ 279,039 | $ 310,017 | |||||||||||||||||
Remaining amount is to be paid in installments | $ 69,456 | £ 50,888 | |||||||||||||||||
Payment of first milestone | $ 97,900 | £ 70,546 | |||||||||||||||||
Research and development expenses | 74,465 | £ 58,788 | 271,931 | £ 223,394 | |||||||||||||||
Prepaid balances | 440,161 | 546,563 | |||||||||||||||||
Past patent costs | $ 66,223 | £ 49,207 | |||||||||||||||||
Initial License fee | 13,458 | £ 10,000 | |||||||||||||||||
Annual maintenance fee | $ 4,037 | £ 3,000 | |||||||||||||||||
License Maintenance Fee [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
License maintenance fee recorded to prepaid expenses | $ 20,000 | ||||||||||||||||||
Oxford University Agreements [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Unbilled fees | 20,000 | ||||||||||||||||||
Owed Oxford agreement. (in Pounds) | £ | 929,030 | ||||||||||||||||||
Fifth Oxford Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Prepaid balances | 14,233 | £ 11,756 | |||||||||||||||||
Stanford Licence Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Option payment | $ 10,000 | ||||||||||||||||||
License maintenance fee | $ 20,000 | ||||||||||||||||||
Payment to stanford | 40,000 | ||||||||||||||||||
Stanford Licence Agreement [Member] | Patents [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
General and administrative expenses | 55,526 | ||||||||||||||||||
Stanford Licence Agreement [Member] | License Fees [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
General and administrative expenses | 69,278 | ||||||||||||||||||
Phase II trial [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Milestone payments | 100,000 | ||||||||||||||||||
Licensed Product [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Milestone payments | 500,000 | ||||||||||||||||||
New Licensed Product [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Milestone payments | $ 250,000 | ||||||||||||||||||
Stanford [Member] | Minimum [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Percentage of net product sales of royalties | 2.50% | ||||||||||||||||||
Stanford [Member] | Maximum [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Percentage of net product sales of royalties | 95% | ||||||||||||||||||
Three Year Oxford Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Aggregate consideration | $ 1,085,738 | £ 795,468 | |||||||||||||||||
Consideration paid | 109,192 | 80,000 | |||||||||||||||||
Remaining amount is to be paid in installments | $ 244,136 | £ 178,867 | |||||||||||||||||
Research and development expenses | 260,752 | 205,857 | 322,767 | 265,156 | |||||||||||||||
Two Year Oxford Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Aggregate consideration | 625,124 | 458,000 | |||||||||||||||||
Consideration paid | 138,917 | 101,778 | |||||||||||||||||
Remaining amount is to be paid in installments | $ 138,917 | £ 101,778 | |||||||||||||||||
Research and development expenses | 123,891 | £ 101,778 | |||||||||||||||||
Twenty-Year Licensed Technology Agreement [Member] | |||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||
Research and development expenses | $ 721,362 | $ 10,581 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Part-4 | 1 Months Ended | 12 Months Ended | ||||||
Nov. 22, 2019 USD ($) | Nov. 22, 2019 GBP (£) | Aug. 20, 2018 shares | Dec. 31, 2023 shares | Sep. 04, 2023 shares | Aug. 31, 2023 shares | Apr. 30, 2023 shares | Dec. 31, 2022 shares | |
Commitments and Contingencies [Line Items] | ||||||||
Common shares of its share capital (in Shares) | 14 | 6,312 | 477,058 | 82,668 | 135,339 | |||
Percentage of net product sales of royalties | 1% | |||||||
Kennedy License Agreement [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Related party transaction, description | 180 LP will also pay Kennedy royalties equal to (i) 1% of the net sales for the first annual GBP £1 million (USD $1,283,400) of net sales, and (ii) 2% of the net sales after the net sales are at or in excess of GBP £1 million, as well as 25% of all sublicense revenue, provided that the amount of such percentage of sublicense revenue based on amounts which constitute royalties shall not be less than 1% on the first cumulative GBP £1 million of net sales of the products sold by such sublicenses or their affiliates, and 2% on that portion of the cumulative net sales of the products sold by such sublicenses or their affiliates in excess of GBP £1 million. | |||||||
Petcanna Sub-License Agreement [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Common shares of its share capital (in Shares) | 450,000 | |||||||
Oxford University Agreements [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Percentage of shares issued | 85% | |||||||
YissumMember | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Percentage of shares issued | 15% | |||||||
Petcanna Subsidiary [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Common shares of its share capital (in Shares) | 450,000 | |||||||
LP [Member] | Kennedy License Agreement [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Upfront fee paid for intangible assets | $ 74,000 | £ 60,000 |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - Part-5 | 1 Months Ended | 12 Months Ended | ||||||||||||||
Nov. 02, 2021 shares | Feb. 22, 2023 USD ($) | Dec. 28, 2022 EUR (€) | Apr. 27, 2022 USD ($) | Nov. 17, 2021 USD ($) | Apr. 29, 2021 USD ($) | Mar. 30, 2021 shares | Feb. 22, 2021 USD ($) $ / shares | Feb. 22, 2021 GBP (£) | Apr. 27, 2002 USD ($) | Apr. 27, 2002 EUR (€) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 27, 2021 USD ($) shares | Apr. 15, 2021 shares | Aug. 21, 2019 | |
Commitments and Contingencies [Line Items] | ||||||||||||||||
Trading price (in Dollars per share) | $ / shares | $ 1,140 | |||||||||||||||
Percentage of consultant bonus | 50% | |||||||||||||||
Shares issued (in Shares) | shares | 534,719 | 197,209 | ||||||||||||||
Financing transaction of agreement | $ 15,000,000 | |||||||||||||||
Consultant fee (in Euro) | € | € 23,000 | |||||||||||||||
Accrued fees (in Euro) | € | 4,000 | |||||||||||||||
Payable Fees (in Euro) | € | € 19,000 | |||||||||||||||
Accrued amount | $ 15,000,000 | |||||||||||||||
(in Euro) | $ 645,081 | $ 531,829 | ||||||||||||||
Compensation recieved (in Euro) | € | € 115,000 | |||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||
Issuance of common stock for services | $ 204,405 | |||||||||||||||
Restricted common stock value | $ 50,000 | 17,820 | $ 26,325 | |||||||||||||
License agreement shares (in Shares) | shares | 15 | |||||||||||||||
Compensation amount | $ 10,000 | |||||||||||||||
Initial term of agreement | 3 years | |||||||||||||||
Services due | $ 60,000 | $ 10,000 | ||||||||||||||
Increase (Decrease) in Salary percentage | 50% | 50% | ||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Payments to Consultant | $ 20,800 | £ 15,000 | ||||||||||||||
Increase in Consulting payments | 32,000 | 23,000 | ||||||||||||||
Capital | 15,000,000 | |||||||||||||||
Consideration for services | $ 232,970 | |||||||||||||||
Consulting Agreements [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Shares issued (in Shares) | shares | 265 | 162 | ||||||||||||||
Sir Feldmann [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Shares issued (in Shares) | shares | 7,126 | |||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 32.68 | |||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 3.99 | |||||||||||||||
Dr. Steinman [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Increase (Decrease) in Salary percentage | (25.00%) | |||||||||||||||
Consulting Agreements [Member] | Stanford [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Percentage of consultant additional bonus | 19% | |||||||||||||||
Bonus 1 [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Bonus amount | 138,000 | 100,000 | ||||||||||||||
Bonus 2 [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Bonus amount | 605,000 | 434,673 | ||||||||||||||
Additional Funding | $ 15,000,000 | |||||||||||||||
Shares of common stock percentage | 50% | |||||||||||||||
Bonus 3 [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Bonus amount | $ 7,000 | 5,000 | ||||||||||||||
Bonus 4 [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Bonus amount | $ 7,000 | £ 5,000 | ||||||||||||||
Stanford [Member] | Katexco [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Shares issued (in Shares) | shares | 100 | |||||||||||||||
EarlyBird Finder’s Fee [Member] | KBL [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
(in Euro) | € | € 35,000 | |||||||||||||||
Sir Feldmann [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 225,000 | |||||||||||||||
Yissum [Member] | CBR [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Non-refundable license fees | $ 225,000 | |||||||||||||||
Dr. Steinman [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Payments to Consultant | $ 225,000 | |||||||||||||||
Reduced salary | $ 56,250 | |||||||||||||||
Dr. Steinman [Member] | One Time Payment [Member] | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Annual base salary under the agreement | $ 43,750 |
Commitments and Contingencies_7
Commitments and Contingencies (Details) - Part-6 - USD ($) | 1 Months Ended | |||||||
Jan. 15, 2023 | Feb. 25, 2022 | Apr. 27, 2022 | Feb. 25, 2022 | Oct. 29, 2021 | Feb. 25, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | ||||||||
Shares issued (in Shares) | 534,719 | 197,209 | ||||||
Exercise price per share (in Dollars per share) | $ 0.0001 | |||||||
Salary available to paid bonus | 45% | |||||||
Accrued bonus payable | $ 482,406 | $ 221,000 | ||||||
Pecentage of salary | 3% | |||||||
Percentage of accrual salary | 20% | |||||||
Accrued Bonus | $ 254,625 | 139,500 | ||||||
Common stock to exercise price (in Dollars per share) | $ 1,501 | |||||||
Percentage of targeted amount | 50% | |||||||
Health insurance expenses | $ 407,135 | |||||||
Chief Executive Officer [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Annual base salary under the agreement | $ 450,000 | |||||||
Percentage of automatic annual salary increase | 5% | 5% | ||||||
Shares issued (in Shares) | 3,685 | 3,685 | ||||||
Common Stock term | 10 years | |||||||
Exercise price per share (in Dollars per share) | $ 1,683.4 | $ 1,683.4 | ||||||
Chief Financial Officer [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Shares issued (in Shares) | 474 | |||||||
Common Stock term | 10 years | |||||||
Exercise price per share (in Dollars per share) | $ 1,683.4 | |||||||
Accrued bonus payable | $ 313,875 | |||||||
Annual base salary | $ 300,000 | |||||||
Percentage of salary available to paid bonus | 30% | |||||||
Chief Operating Officer/Chief Business Officer [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Pecentage of salary | 3% | |||||||
Initial salary | $ 390,000 | |||||||
Initial salary subject to increase completion | 10,000 | |||||||
Salary financing | $ 50,000,000 | |||||||
Percentage of start day anniversary | 5% | |||||||
EarlyBird Finder’s Fee [Member] | KBL [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Cash payments | $ 724 | |||||||
Common stock term | 10 years |
Commitments and Contingencies_8
Commitments and Contingencies (Details) - Part-7 - USD ($) | 1 Months Ended | ||||
Jun. 01, 2022 | Aug. 21, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Commitments and Contingencies [Line Items] | |||||
Increase (Decrease) in Salary percentage | 50% | 50% | |||
Accrued bonus payable | $ 482,406 | $ 221,000 | |||
Dr. Rothbard [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Annual base salary | $ 200,000 | ||||
Increase (Decrease) in Salary percentage | 10% | 10% | |||
Accrued bonus payable | $ 305,625 | ||||
Base salary | $ 193,125 | ||||
Dr. Rothbard [Member] | CBR [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Annual base salary | $ 375,000 |
Commitments and Contingencies_9
Commitments and Contingencies (Details) - Schedule of Company Agreed to Make the Following Payments to Oxford | 12 Months Ended |
Dec. 31, 2023 GBP (£) | |
Upon signing of the Fifth Oxford Agreement [Member] | |
Schedule of Following Payments to Oxford [Line Items] | |
Milestone description | Upon signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Six months post signing of the Fifth Oxford Agreement [Member] | |
Schedule of Following Payments to Oxford [Line Items] | |
Milestone description | 6 months post signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Twelve months post signing of the Fifth Oxford Agreement [Member] | |
Schedule of Following Payments to Oxford [Line Items] | |
Milestone description | 12 months post signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Twenty Fourth months post signing of the Fifth Oxford Agreement [Member] | |
Schedule of Following Payments to Oxford [Line Items] | |
Milestone description | 24 months post signing of the Fifth Oxford Agreement |
Amount Due (excluding VAT) | £ 70,546 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Part-1 - $ / shares | 12 Months Ended | ||||
Mar. 14, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 16, 2024 | Dec. 15, 2022 | |
Stockholders' Equity [Line Items] | |||||
Share price | $ 27.17 | $ 0.0001 | |||
Common Stock [Member] | |||||
Stockholders' Equity [Line Items] | |||||
Number of shares (in Shares) | 37 | 505 | |||
Common Stock [Member] | |||||
Stockholders' Equity [Line Items] | |||||
Share price | $ 0.0001 | ||||
Class K Special Voting Shares [Member] | |||||
Stockholders' Equity [Line Items] | |||||
Number of shares (in Shares) | 14 | ||||
Class K Special Voting Shares [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||
Stockholders' Equity [Line Items] | |||||
Number of shares (in Shares) | 14 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Part-2 - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Nov. 28, 2023 | Aug. 31, 2023 | Apr. 30, 2023 | Apr. 05, 2023 | Jan. 05, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | Nov. 06, 2020 | Dec. 20, 2022 | Jul. 17, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity [Line Items] | ||||||||||||
Preferred stock, shares authorized (in Shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares authorized (in Shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Aggregate shares (in Shares) | 61,615 | 9,211 | ||||||||||
Exercise price per share | $ 3.23 | $ 15.77 | $ 15.77 | $ 15.77 | ||||||||
Exercise of warrants issued (in Shares) | 197,209 | 534,719 | 197,209 | |||||||||
Maximum [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Exercise price per share | $ 402.8 | |||||||||||
Minimum [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Exercise price per share | $ 33.82 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Preferred stock, shares authorized (in Shares) | 5,000,000 | |||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||
Preferred shares issued (in Shares) | 1,000,000 | |||||||||||
Preferred shares outstanding (in Shares) | ||||||||||||
Class K Preferred Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Preferred stock, shares authorized (in Shares) | 1 | 1 | 1 | |||||||||
Preferred shares issued (in Shares) | 1 | 1 | 1 | |||||||||
Special voting shares (in Shares) | 1 | |||||||||||
Preferred shares outstanding (in Shares) | 1 | 1 | 1 | |||||||||
Class C Preferred Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Preferred stock, shares authorized (in Shares) | 1 | 1 | 1 | |||||||||
Preferred shares issued (in Shares) | 1 | 1 | 1 | |||||||||
Special voting shares (in Shares) | 1 | |||||||||||
Preferred shares outstanding (in Shares) | 1 | 1 | 1 | |||||||||
Common Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Pre-funded warrants (in Shares) | 11,316 | |||||||||||
July 2022 Pre-Funded Warrants [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Aggregate shares (in Shares) | 6,927 | |||||||||||
Common stock outstanding percent | 9.99% | |||||||||||
Pre-funded warrants (in Shares) | 6,927 | |||||||||||
July 2022 Pre-Funded Warrants [Member] | Pre-Funded Warrants (Member) | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Pre-funded warrants (in Shares) | 263 | |||||||||||
July 2022 Common Warrants [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Aggregate shares (in Shares) | 16,138 | |||||||||||
Common stock outstanding percent | 4.99% | 4.99% | ||||||||||
Exercise price per share | $ 402.8 | |||||||||||
Warrants exercisable term | 5 years | |||||||||||
July 2022 Offering [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants exercise price | $ 402.8 | |||||||||||
Aggregate gross proceeds (in Dollars) | $ 6,499,737 | |||||||||||
Warrant Price [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants exercise price | $ 33.82 | |||||||||||
Pre funded warrants exercies price | $ 0.0019 | |||||||||||
Second Amendment to Common Warrant Agreements [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Exercise price per share | 15.77 | |||||||||||
Amendment to the August 2023 Offering [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants exercise price | $ 0.0019 | 3.23 | ||||||||||
Amendment to the August 2023 Offering [Member] | July 2022 Offering [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Exercise price per share | $ 3.23 | |||||||||||
Amendment to the August 2023 Offering [Member] | Common Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Exercise of warrants issued (in Shares) | 734,262 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Part-3 - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Nov. 28, 2023 | Aug. 31, 2023 | Aug. 09, 2023 | Apr. 30, 2023 | Apr. 05, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 20, 2022 | Jul. 17, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity [Line Items] | |||||||||||
Exercise price per share | $ 3.23 | $ 15.77 | $ 15.77 | $ 15.77 | |||||||
Aggregate gross proceeds (in Dollars) | $ 3,000,000 | ||||||||||
Exercise of warrants issued (in Shares) | 197,209 | 534,719 | 197,209 | ||||||||
Aggregate shares (in Shares) | 61,615 | 9,211 | |||||||||
Percentage of company’s outstanding common stock | 4.99% | 9.99% | |||||||||
Warrants exercisable years | 5 years | 5 years 6 months | |||||||||
Maximum [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price per share | $ 402.8 | ||||||||||
Minimum [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price per share | $ 33.82 | ||||||||||
Common Stock [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Pre-funded warrants (in Shares) | 11,316 | ||||||||||
December 2022 Pre-Funded Warrants [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Pre-funded warrants (in Shares) | 78,910 | ||||||||||
Warrants exercise price | $ 0.0019 | ||||||||||
Common stock outstanding percent | 4.99% | ||||||||||
Pre-funded warrants exercised (in Dollars) | $ 150 | ||||||||||
December 2022 Pre-Funded Warrants [Member] | Common Stock [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Pre-funded warrants (in Shares) | 78,910 | ||||||||||
December Two Thousand Twenty Two Common Warrants [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price per share | $ 66.5 | ||||||||||
Warrants exercisable term | 5 years | ||||||||||
December Two Thousand Twenty Two Common Warrants [Member] | Common Stock [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Pre-funded warrants (in Shares) | 135,339 | ||||||||||
December Two Thousand Twenty Two Offering [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Aggregate gross proceeds (in Dollars) | $ 6,000,000 | ||||||||||
December Two Thousand Twenty Two Offering [Member] | Warrants [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price per share | $ 66.5 | ||||||||||
December 2022 Common Warrants [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise price per share | $ 402.8 | ||||||||||
Common stock outstanding percent | 4.99% | 4.99% | |||||||||
Warrants exercisable term | 5 years | ||||||||||
Aggregate shares (in Shares) | 16,138 | ||||||||||
Amendment to the August 2023 Offering [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Warrants exercise price | $ 0.0019 | $ 3.23 | |||||||||
Amendment to the August 2023 Offering [Member] | Common Stock [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise of warrants issued (in Shares) | 734,262 | ||||||||||
Amendment to the August 2023 Offering [Member] | April 2023 [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise of warrants issued (in Shares) | 734,262 | ||||||||||
Amendment to the August 2023 Offering [Member] | December Two Thousand Twenty Two Offering [Member] | Common Stock [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Exercise of warrants issued (in Shares) | 734,262 | ||||||||||
Pre-Funded Warrants (Member) | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Aggregate gross proceeds (in Dollars) | $ 3,000,000 | ||||||||||
Warrants exercise price | $ 36.29 | $ 0.0019 | |||||||||
Pre-funded warrants exercised (in Dollars) | $ 117 | ||||||||||
Aggregate shares (in Shares) | 82,668 | ||||||||||
Warrants purchase (in Shares) | 61,615 | ||||||||||
Pre-Funded Warrants (Member) | Common Stock [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
(in Shares) | 21,053 | ||||||||||
April 2023 Common Warrants [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Warrants exercise price | $ 33.82 | ||||||||||
Second Amendment to Common Warrant Agreements April 2023 Offerings [Member] | Maximum [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Warrants exercise price | 33.82 | ||||||||||
Second Amendment to Common Warrant Agreements April 2023 Offerings [Member] | Minimum [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Warrants exercise price | $ 15.77 | ||||||||||
Common Warrant [Member] | |||||||||||
Stockholders' Equity [Line Items] | |||||||||||
Percentage of company’s outstanding common stock | 9.99% |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Part-4 - USD ($) | 12 Months Ended | |||||||||||
Nov. 28, 2023 | Aug. 31, 2023 | Aug. 09, 2023 | Jan. 05, 2023 | Jul. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 16, 2024 | Sep. 04, 2023 | Apr. 30, 2023 | Dec. 15, 2022 | ||
Stockholders' Equity [Line Items] | ||||||||||||
Share price | $ 27.17 | $ 0.0001 | ||||||||||
Exercise price | $ 15.77 | $ 402.8 | $ 15.77 | $ 66.5 | ||||||||
Expected term | 5 years 2 months 4 days | 5 years 2 months 12 days | ||||||||||
Volatility rate | 100% | |||||||||||
Dividend rate | 0% | 0% | ||||||||||
Discount rate | 3.36% | 3.36% | ||||||||||
Aggregate difference (in Dollars) | $ 800,000 | |||||||||||
Shares issued (in Shares) | 477,058 | 14 | 135,339 | 6,312 | 82,668 | |||||||
Aggregate of common stock (in Shares) | 35,102 | |||||||||||
Warrants to purchase (in Shares) | 207,814 | |||||||||||
Common stock warrants to purchase (in Shares) | 477,058 | 242,915 | 242,915 | 16,138 | 242,915 | 135,339 | 82,668 | |||||
Purchase price of per share | $ 12.35 | $ 12.35 | ||||||||||
Aggregate gross proceeds (in Dollars) | $ 3,000,000 | |||||||||||
Warrants exercise price | $ 3.23 | $ 0.0019 | $ 33.82 | |||||||||
Percentage of company’s outstanding common stock | 4.99% | 9.99% | ||||||||||
Warrants exercisable years | 5 years | 5 years 6 months | ||||||||||
Common stock, warrant exercise (in Shares) | 734,262 | |||||||||||
Pre-funded warrants (in Dollars) | $ 395 | |||||||||||
Purchaser agreed to pay (in Dollars) | $ 830,769 | |||||||||||
Pre-funded warrants (in Shares) | 257,205 | |||||||||||
Additional pre-funded warrants (in Shares) | 257,205 | |||||||||||
Exercised value (in Dollars) | [1] | $ 117 | ||||||||||
Pre-Funded Warrants (Member) | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Exercised value (in Dollars) | $ 489 | |||||||||||
Minimum [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Expected term | 5 years | 5 years | ||||||||||
Shares issued (in Shares) | 6,315 | |||||||||||
Common Warrants exercise price | $ 3.23 | |||||||||||
Maximum [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Expected term | 5 years 3 months 7 days | 5 years 9 months 7 days | ||||||||||
Shares issued (in Shares) | 24,736 | |||||||||||
Common Warrants exercise price | $ 12.35 | |||||||||||
Amendment to July and December 2022 Common Warrants [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Expected term | 4 years 9 months 18 days | |||||||||||
Common Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Share price | $ 0.0001 | |||||||||||
Exercise price | $ 33.82 | |||||||||||
Volatility rate | 100% | |||||||||||
Shares issued (in Shares) | 734,262 | |||||||||||
Aggregate of common stock (in Shares) | 35,102 | |||||||||||
Common stock warrants to purchase (in Shares) | 16,138 | |||||||||||
Discount rate | 4.12% | |||||||||||
Black Scholes Option Model [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Share price | $ 6.46 | |||||||||||
Exercise price | $ 12.35 | |||||||||||
Expected term | 5 years 2 months 19 days | |||||||||||
Volatility rate | 100% | |||||||||||
Dividend rate | 0% | |||||||||||
Discount rate | 4.29% | |||||||||||
Aggregate difference (in Dollars) | $ 3,100,000 | |||||||||||
Black Scholes Option Model [Member] | Common Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Share price | $ 6.46 | |||||||||||
Exercise price | $ 15.77 | |||||||||||
Volatility rate | 100% | |||||||||||
Dividend rate | 0% | |||||||||||
Warrants to Purchase Common Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Share price | $ 16.04 | |||||||||||
Expected term | 5 years 6 months | |||||||||||
Dividend rate | 0% | |||||||||||
Percentage of company’s outstanding common stock | 9.99% | |||||||||||
Warrants to Purchase Common Stock [Member] | Minimum [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Dividend rate | 0% | |||||||||||
Warrants to Purchase Common Stock [Member] | Maximum [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Discount rate | 4.12% | |||||||||||
Warrants [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Share price | $ 16.04 | |||||||||||
Warrants to Purchase Common Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants purchase (in Shares) | 16,138 | |||||||||||
Warrants to Purchase Common Stock [Member] | Amendment to July and December 2022 Common Warrants [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants purchase (in Shares) | 135,339 | |||||||||||
Warrant Price [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants exercise price | $ 33.82 | |||||||||||
Warrant Price [Member] | Amendment to July and December 2022 Common Warrants [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants exercise price | $ 402.8 | |||||||||||
Amendment to July and December 2022 Common Warrants [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Volatility rate | 106% | 106% | ||||||||||
Amendment to the August 2023 Offering [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants exercise price | $ 0.0019 | $ 3.23 | ||||||||||
Exercise price | $ 33.82 | |||||||||||
Expected term | 5 years 2 months 4 days | |||||||||||
Amendment to the August 2023 Offering [Member] | Black Scholes Option Model [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Share price | $ 27.17 | |||||||||||
Exercise price | $ 3.23 | |||||||||||
Expected term | 5 years 2 months 19 days | |||||||||||
Discount rate | 4.29% | |||||||||||
Amendment to the August 2023 Offering [Member] | Warrants to Purchase Common Stock [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Warrants exercise price | $ 3.23 | |||||||||||
Second Amendment to Common Warrant Agreements [Member] | ||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||
Aggregate difference (in Dollars) | $ 1,400,000 | |||||||||||
[1] Consists of $2,999,882 of gross proceeds from the April 2023 Offering; gross proceeds of $421,527 are related to common shares issued (with related placement agent fees of $39,343), gross proceeds of $1,233,564 are related to pre-funded warrants issued (with related placement agent fees of $115,134) and gross proceeds of $1,344,791 are related to common warrants issued (with related placement agent fees of $125,516). At the end of the current period, all 61,615 April 2023 pre-funded warrants were exercised for proceeds of $117. |
Stockholders' Equity (Details_5
Stockholders' Equity (Details) - Part-5 - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Sep. 04, 2023 | May 19, 2022 | Apr. 29, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2023 | Apr. 30, 2023 | |
Stockholders' Equity [Line Items] | |||||||
Issued an aggregate (in Shares) | 710 | 11,889 | 739 | ||||
Aggregate issuance date fair value (in Dollars) | $ 89,189 | $ 331,591 | |||||
Restricted shares (in Shares) | 32 | ||||||
Bid price per share | $ 1,539 | ||||||
Amortization of the Restricted Stock Shares (in Dollars) | $ 50,000 | $ 17,820 | $ 26,325 | ||||
Exercise of warrants issued (in Shares) | 534,719 | 197,209 | |||||
Shares issued (in Shares) | 6,312 | 14 | 135,339 | 477,058 | 82,668 | ||
Purchase of aggregate common stock (in Shares) | 298 | ||||||
Exercise price per share | $ 516.8 | ||||||
Aggregate issuance date fair value (in Dollars) | $ 62,440 | $ 115,936 | |||||
Share grant to issue (in Shares) | 352 | ||||||
Shares granted Grant value | $ 130,000 | ||||||
Grant date value | 261,704 | ||||||
Grant date fair value | $ 22,928 | ||||||
Stock-based compensation expense (in Dollars) | $ 2,176,314 | $ 2,607,501 | |||||
Unrecognized stock-based compensation expense (in Dollars) | $ 491,363 | ||||||
Weighted average remaining vesting period | 1 year 18 days | ||||||
Restricted Stock [Member] | |||||||
Stockholders' Equity [Line Items] | |||||||
Aggregate issuance date fair value (in Dollars) | $ 48,600 | ||||||
Common Stock [Member] | |||||||
Stockholders' Equity [Line Items] | |||||||
Bid price per share | $ 1 | ||||||
Shares issued (in Shares) | 734,262 | ||||||
Exercise price per share | $ 12.73 | ||||||
Common stock exercise price (in Shares) | 5,525 | ||||||
Aggregate fair value (in Dollars) | $ 54,635 | ||||||
Common stock exercise price (in Shares) | 2,356 | ||||||
Director [Member] | |||||||
Stockholders' Equity [Line Items] | |||||||
Exercise price per share | $ 516.8 | ||||||
Granted options for purchase of shares (in Shares) | 352 | ||||||
Consultant [Member] | |||||||
Stockholders' Equity [Line Items] | |||||||
Granted options for purchase of shares (in Shares) | 710 | ||||||
Warrants to Purchase Common Stock [Member] | |||||||
Stockholders' Equity [Line Items] | |||||||
Exercise of warrants issued (in Shares) | |||||||
Black Scholes Option Model [Member] | |||||||
Stockholders' Equity [Line Items] | |||||||
Exercise price per share | $ 12.73 | ||||||
Amendment to the August 2023 Offering [Member] | Common Stock [Member] | |||||||
Stockholders' Equity [Line Items] | |||||||
Exercise of warrants issued (in Shares) | 734,262 | ||||||
Common stock at an exercise price per share | $ 12.73 |
Stockholders' Equity (Details_6
Stockholders' Equity (Details) - Part-6 - USD ($) | 12 Months Ended | |||||||||
Nov. 15, 2023 | Oct. 13, 2023 | Dec. 31, 2023 | Nov. 28, 2023 | Sep. 07, 2023 | Aug. 31, 2023 | Aug. 09, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | |
Stockholders' Equity [Line Items] | ||||||||||
Bid price per share | $ 1,539 | |||||||||
Public offerings issuance percentage | 20% | |||||||||
Aggregate of common stock (in Shares) | 35,102 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Warrant purchase price (in Shares) | 207,814 | |||||||||
Common stock warrants to purchase (in Shares) | 242,915 | 477,058 | 242,915 | 242,915 | 82,668 | 135,339 | 16,138 | |||
Stockholders’ deficit (in Dollars) | $ (149,327) | |||||||||
Minimum [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Bid price per share | $ 1 | |||||||||
Common Stock [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Bid price per share | $ 1 | |||||||||
Aggregate of common stock (in Shares) | 35,102 | |||||||||
Pre-funded warrant | 12.3481 | |||||||||
Common stock warrants to purchase (in Shares) | 16,138 | |||||||||
Nasdaq Capital Market [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Bid price per share | 12.35 | |||||||||
Stockholders’ equity (in Dollars) | $ 2,500,000 | |||||||||
Warrants to Purchase Common Stock [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Common stock, par value | 0.0001 | |||||||||
Pre-funded warrant | 12.35 | |||||||||
Pre-Funded Warrants (Member) | Common Stock [Member] | ||||||||||
Stockholders' Equity [Line Items] | ||||||||||
Pre-funded warrant | $ 12.3481 |
Stockholders' Equity (Details_7
Stockholders' Equity (Details) - Schedule of Restricted Stock Shares Granted and Outstanding - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Unvested Restricted Stock [Member] | ||
Schedule of Restricted Stock Shares Granted and Outstanding [Line Items] | ||
Beginning | 15 | |
Unvested Restricted Stock, Granted | 32 | |
Unvested Restricted Stock, Vested | (12) | (17) |
Unvested Restricted Stock, Forfeited | (3) | |
Ending | 15 | |
Weighted Average Grant Date FV Price [Member] | ||
Schedule of Restricted Stock Shares Granted and Outstanding [Line Items] | ||
Beginning (in Dollars per share) | $ 1,539 | |
Weighted Average Grant Date FV Price, Granted (in Dollars per share) | 1,539 | |
Weighted Average Grant Date FV Price, Vested (in Dollars per share) | 1,539 | 1,539 |
Weighted Average Grant Date FV Price, Forfeited (in Dollars per share) | $ 1,539 | |
Ending (in Dollars per share) | $ 1,539 |
Stockholders' Equity (Details_8
Stockholders' Equity (Details) - Schedule of Option Activity - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Option Activity [Abstract] | ||
Number of Options, Outstanding beginning | 8,561 | 7,201 |
Weighted Average Exercise Price, Outstanding beginning | $ 1,607.97 | $ 1,814.31 |
Weighted Average Remaining Term (in Years), Outstanding beginning | 9 years 4 months 28 days | |
Intrinsic Value, Outstanding beginning | $ 3,525 | |
Number of Options, Granted | 14,193 | 1,360 |
Weighted Average Exercise Price, Granted | $ 12.73 | $ 516.8 |
Weighted Average Remaining Term (in Years), Granted | 9 years | |
Number of Options, Forfeited | (4,966) | |
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Remaining Term (in Years), Forfeited | ||
Number of Options, Exercisable | 12,211 | |
Weighted Average Exercise Price, Exercisable | $ 851.37 | |
Weighted Average Remaining Term (in Years), Exercisable | 8 years 8 months 12 days | |
Intrinsic Value, Exercisable | ||
Number of Options, Outstanding ending | 17,788 | 8,561 |
Weighted Average Exercise Price, Outstanding ending | $ 633.95 | $ 1,607.97 |
Weighted Average Remaining Term (in Years), Outstanding ending | 9 years | 8 years 7 months 6 days |
Intrinsic Value, Outstanding ending |
Stockholders' Equity (Details_9
Stockholders' Equity (Details) - Schedule of Outstanding and Exercisable Stock Options - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Schedule of Outstanding and Exercisable Stock Options [Line Items] | |
Stock Options Outstanding, Excercise Price | $ / shares | |
Stock Options Outstanding, Number of Shares | shares | 17,788 |
Stock Options Exercisable, Weighted Average Remaining Life in Years | $ / shares | $ 8.7 |
Stock Options Exercisable, Number of Shares | shares | 12,211 |
49.80 [Member] | |
Schedule of Outstanding and Exercisable Stock Options [Line Items] | |
Stock Options Outstanding, Excercise Price | $ / shares | $ 946.2 |
Stock Options Outstanding, Number of Shares | shares | 130 |
Stock Options Exercisable, Weighted Average Remaining Life in Years | $ / shares | $ 6.9 |
Stock Options Exercisable, Number of Shares | shares | 128 |
88.60 [Member] | |
Schedule of Outstanding and Exercisable Stock Options [Line Items] | |
Stock Options Outstanding, Excercise Price | $ / shares | $ 1,683.4 |
Stock Options Outstanding, Number of Shares | shares | 4,157 |
Stock Options Exercisable, Weighted Average Remaining Life in Years | $ / shares | $ 7.2 |
Stock Options Exercisable, Number of Shares | shares | 3,959 |
151.20 [Member] | |
Schedule of Outstanding and Exercisable Stock Options [Line Items] | |
Stock Options Outstanding, Excercise Price | $ / shares | $ 2,872.8 |
Stock Options Outstanding, Number of Shares | shares | 668 |
Stock Options Exercisable, Weighted Average Remaining Life in Years | $ / shares | $ 7.6 |
Stock Options Exercisable, Number of Shares | shares | 616 |
79.00 [Member] | |
Schedule of Outstanding and Exercisable Stock Options [Line Items] | |
Stock Options Outstanding, Excercise Price | $ / shares | $ 1,501 |
Stock Options Outstanding, Number of Shares | shares | 984 |
Stock Options Exercisable, Weighted Average Remaining Life in Years | $ / shares | $ 8 |
Stock Options Exercisable, Number of Shares | shares | 945 |
27.20 [Member] | |
Schedule of Outstanding and Exercisable Stock Options [Line Items] | |
Stock Options Outstanding, Excercise Price | $ / shares | $ 516.8 |
Stock Options Outstanding, Number of Shares | shares | 1,208 |
Stock Options Exercisable, Weighted Average Remaining Life in Years | $ / shares | $ 8.6 |
Stock Options Exercisable, Number of Shares | shares | 669 |
0.67 [Member] | |
Schedule of Outstanding and Exercisable Stock Options [Line Items] | |
Stock Options Outstanding, Excercise Price | $ / shares | $ 12.73 |
Stock Options Outstanding, Number of Shares | shares | 10,641 |
Stock Options Exercisable, Weighted Average Remaining Life in Years | $ / shares | $ 9.9 |
Stock Options Exercisable, Number of Shares | shares | 5,894 |
Stockholders' Equity (Detail_10
Stockholders' Equity (Details) - Schedule of the Assumptions Used in the Black-Scholes Valuation Method for these Options | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity (Details) - Schedule of the Assumptions Used in the Black-Scholes Valuation Method for these Options [Line Items] | ||
Risk free interest rate | 4.18% | 2.88% |
Expected term (years) | 5 years 2 months 4 days | 5 years 2 months 12 days |
Expected volatility | 100% | 91% |
Expected dividends | 0% | 0% |
Minimum [Member] | ||
Stockholders' Equity (Details) - Schedule of the Assumptions Used in the Black-Scholes Valuation Method for these Options [Line Items] | ||
Expected term (years) | 5 years | 5 years |
Maximum [Member] | ||
Stockholders' Equity (Details) - Schedule of the Assumptions Used in the Black-Scholes Valuation Method for these Options [Line Items] | ||
Expected term (years) | 5 years 3 months 7 days | 5 years 9 months 7 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||
Effective Income Tax Rate Reconciliation, Tax Settlement, Domestic, Percent | 80% | |
Valuation allowance | $ 3,646,557 | $ 5,944,246 |
Domestic Federal [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 41,870,000 | |
Canadian Federal [Member} | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 8,589,000 | |
United Kingdom Federal [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 12,759,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Losses Before Income Taxes Consist of the Following Domestic and International Components - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Losses Before Income Taxes Consist of the Following Domestic and International Components[Abstract] | ||
Domestic | $ (20,025,289) | $ (37,727,021) |
International | (2,259,237) | (1,941,987) |
Net Loss Before Income Taxes | $ (22,284,526) | $ (39,669,008) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Taxes Consists of the Following Benefits (Provisions) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Domestic: | ||
Federal | $ 4,004,891 | $ 4,057,936 |
State | 1,399,496 | 1,343,123 |
International | 591,583 | 353,038 |
Deferred tax benefits | 5,995,970 | 5,754,097 |
Change in valuation allowance | (3,646,556) | (4,811,348) |
Net income tax benefit | $ 2,349,414 | $ 942,749 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of United States Federal Statutory Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of United States Federal Statutory Rate [Abstract] | ||
US Federal statutory rate | 21% | 21% |
Difference between domestic and foreign federal rates | (0.20%) | (0.10%) |
State and provincial taxes, net of federal benefits | 6.30% | 6.60% |
Goodwill impairment | (23.70%) | |
Change in the fair value of derivatives and accrued issuable equity | 0.40% | 10.70% |
Other | (0.50%) | |
Change in valuation allowance | (16.40%) | (12.10%) |
Effective income tax rate | 10.60% | 2.40% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 16,460,534 | $ 13,399,384 |
Amortization | 318,546 | 165,476 |
Accrued compensation not currently deductible | 75,638 | 343,787 |
Stock compensation | 2,126,581 | 1,588,866 |
Accrued interest | 150,502 | 150,502 |
Reserve for uncollectible notes receivable | 162,770 | |
Organizational costs deferred for tax purposes | 8,125 | 8,125 |
Total deferred tax assets | 19,302,696 | 15,656,140 |
Difference between book and tax basis related to: | ||
Technology license | (351,791) | (368,587) |
Acquired in-process research and development | (2,332,618) | |
Other | (639,726) | (555,880) |
Total deferred tax liabilities | (991,517) | (3,257,085) |
Total of deferred tax assets and liabilities | 18,311,179 | 12,399,055 |
Valuation allowance | (18,662,970) | (15,016,414) |
Total of deferred tax assets and liabilities, net | $ (351,791) | $ (2,617,359) |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of Valuation Reserve for Deferred Tax Assets - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Valuation Reserve for Deferred Tax Assets [Abstract] | ||
Beginning of period | $ (15,016,414) | $ (9,072,118) |
Change in valuation pursuant to the tax provision | (3,732,408) | (4,811,348) |
True-up to a prior year’s tax return | 85,851 | (1,132,948) |
End of period | $ (18,662,971) | $ (15,016,414) |
Related Parties (Details)
Related Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Parties [Line Items] | ||
Percentage of investors | 10% | |
Interest (expense) income – related parties | $ 1,508 | |
Director [Member] | ||
Related Parties [Line Items] | ||
Percentage of investors | 10% | |
Related Party [Member] | ||
Related Parties [Line Items] | ||
Accounts payable related parties | $ 266,009 | |
Income taxes payable | 210,000 | |
Accrued expenses related parties | 188,159 | |
Research and development expenses | 480,777 | 240,731 |
General and administrative expenses | $ 46,555 | $ 5,612 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 9 Months Ended | |||||||||||
Feb. 28, 2024 | Feb. 16, 2024 | Jan. 01, 2024 | Sep. 07, 2023 | Sep. 30, 2023 | Mar. 12, 2024 | Dec. 31, 2023 | Nov. 28, 2023 | Sep. 04, 2023 | Aug. 31, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||||||
Capital market to maintain | $ 2,500,000 | |||||||||||
Stockholders’ equity | $ 2,500,000 | |||||||||||
Accrued bonuses due | $ 1,053,006 | |||||||||||
Accrued bonuses | $ 482,406 | $ 221,000 | ||||||||||
Number of shares issued (in Shares) | 14 | 6,312 | 477,058 | 82,668 | 135,339 | |||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Exercise price per share (in Dollars per share) | $ 0.0001 | |||||||||||
Outstanding shares of common stock (in Shares) | 534,719 | 197,209 | ||||||||||
Warrants exercise price (in Dollars per share) | $ 3.23 | $ 0.0019 | $ 33.82 | |||||||||
Common stock price per share (in Dollars per share) | $ 1 | |||||||||||
Common stock price (in Dollars per share) | $ 1 | |||||||||||
Maximum [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares issued (in Shares) | 24,736 | |||||||||||
Minimum [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares issued (in Shares) | 6,315 | |||||||||||
Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares issued (in Shares) | 734,262 | |||||||||||
Board of Directors Chairman [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Accrued bonuses | $ 590,000 | $ 460,000 | ||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Amended employment agreement percent | 50% | |||||||||||
Amended employment agreement Per Year | $ 0 | |||||||||||
Subsequent amount | $5,000,000 | |||||||||||
Number of shares issued (in Shares) | 470,000 | |||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||||||||
Exercise price per share (in Dollars per share) | $ 0.0001 | |||||||||||
Common stock issued and outstanding percent | 19.99% | |||||||||||
Outstanding shares of common stock (in Shares) | 257,205 | |||||||||||
Exercise price (in Dollars per share) | $ 0.0019 | |||||||||||
Warrants Purchase Shares of Common Stock (in Shares) | 954,116 | |||||||||||
Warrant exercise Price (in Dollars per share) | $ 3.23 | |||||||||||
Cash Compensation Accrued | $ 1,000,000 | |||||||||||
Subsequent Event [Member] | Incentive Plan [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares issued (in Shares) | 4,249,933 | |||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Salary reduction | $ 18,750 | |||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Salary reduction | 14,167 | |||||||||||
Subsequent Event [Member] | Pre-Funded Warrants (Member) | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Warrants exercise price (in Dollars per share) | $ 0.0019 | |||||||||||
Subsequent Event [Member] | Dr. Woody [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Amended employment agreement Per Year | 245,000 | |||||||||||
Salary reduction | 20,416 | |||||||||||
Subsequent Event [Member] | Dr. Rothbard [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Amended employment agreement Per Year | 100,000 | |||||||||||
Salary reduction | $ 8,333 | |||||||||||
Subsequent Event [Member] | Dr. Steinman [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Amended employment agreement percent | 100% | |||||||||||
Salary reduction | $ 225,000 | |||||||||||
Subsequent Event [Member] | Sir Feldmann [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Salary reduction | $ 170,000 | |||||||||||
Subsequent Event [Member] | Board [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Annual retainer fee | $ 40,000 | |||||||||||
Subsequent Event [Member] | Chairman of the Strategic and Alternatives Committee [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Annual retainer fee | 10,000 | |||||||||||
Subsequent Event [Member] | Lead Director [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Annual retainer fee | 15,000 | |||||||||||
Subsequent Event [Member] | Chairman of the Audit Committee [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Annual retainer fee | 10,000 | |||||||||||
Subsequent Event [Member] | Chairman of the Compensation Committee [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Annual retainer fee | 10,000 | |||||||||||
Subsequent Event [Member] | Mr. Jordan [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Initial Fee Payment | $ 7,500 | |||||||||||
Subsequent Event [Member] | Class K Special Voting Shares [Member] | Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Shares issued (in Shares) | 14 |