Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
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 Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
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 | 941,590 | |
Common Stock, par value $0.0001 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | ATNF | |
Security Exchange Name | NASDAQ | |
Warrants to purchase Common Stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants to purchase Common Stock | |
Trading Symbol | ATNFW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Cash | $ 675,977 | $ 1,975,799 |
Prepaid expenses and other current assets | 1,178,971 | 1,664,107 |
Total Current Assets | 1,854,948 | 3,639,906 |
Intangible assets, net | 1,586,792 | 1,619,570 |
Total Assets | 3,441,740 | 5,259,476 |
Liabilities and Stockholders’ Deficit | ||
Accounts payable | 1,784,150 | 1,892,611 |
Accrued expenses | 1,416,790 | 1,869,814 |
Loans payable - current portion | 772,334 | 1,034,124 |
Derivative liabilities | 249 | 58 |
Total Current Liabilities | 4,080,307 | 5,062,616 |
Loans payable - noncurrent portion | 16,544 | 19,936 |
Deferred tax liability | 299,355 | 304,657 |
Total Liabilities | 4,396,206 | 5,387,209 |
Commitments and contingencies (Note 8) | ||
Stockholders’ Deficit: | ||
Preferred stock value | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 852,772 and 534,719 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 86 | 54 |
Additional paid-in capital | 130,353,728 | 130,117,209 |
Accumulated other comprehensive income | (2,894,879) | (2,901,339) |
Accumulated deficit | (128,413,401) | (127,343,657) |
Total Stockholders’ Deficit | (954,466) | (127,733) |
Total Liabilities and Stockholders’ Deficit | 3,441,740 | 5,259,476 |
Related Party | ||
Liabilities and Stockholders’ Deficit | ||
Accounts payable – related parties | 53,076 | 266,009 |
Accrued expenses - related parties | 53,708 | |
Class C Preferred Stock | ||
Stockholders’ Deficit: | ||
Preferred stock value | ||
Class K Preferred Stock | ||
Stockholders’ Deficit: | ||
Preferred stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 852,772 | 534,719 |
Common stock, shares outstanding | 852,772 | 534,719 |
Class C Preferred Stock | ||
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class K Preferred Stock | ||
Preferred stock, shares authorized | 1 | 1 |
Preferred stock, shares issued | 0 | 1 |
Preferred stock, shares outstanding | 0 | 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Expenses: | ||
Research and development | $ 365,186 | $ 578,309 |
Research and development - related parties | 170,542 | 216,684 |
General and administrative | 1,556,740 | 4,008,852 |
Total Operating Expenses | 2,092,468 | 4,803,845 |
Loss From Operations | (2,092,468) | (4,803,845) |
Other (Expense) Income: | ||
Other income | 1,039,364 | |
Interest expense | (16,449) | (11,556) |
Change in fair value of derivative liabilities | (191) | 53,323 |
Total Other (Expense) Income, Net | 1,022,724 | 41,767 |
Loss Before Income Taxes | (1,069,744) | (4,762,078) |
Income tax benefit | ||
Net Loss | (1,069,744) | (4,762,078) |
Other Comprehensive Income (Loss): | ||
Foreign currency translation adjustments | 6,460 | 663 |
Total Comprehensive Loss | $ (1,063,284) | $ (4,761,415) |
Basic and Diluted Net Loss per Common Share | ||
Basic (in Dollars per share) | $ (1.68) | $ (24.15) |
Diluted (in Dollars per share) | $ (1.68) | $ (24.15) |
Weighted Average Number of Common Shares Outstanding: | ||
Basic (in Shares) | 638,339 | 197,219 |
Diluted (in Shares) | 638,339 | 197,219 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Balance beginning at Dec. 31, 2022 | $ 20 | $ 121,637,966 | $ (2,885,523) | $ (107,408,545) | $ 11,343,918 |
Balance beginning (in Shares) at Dec. 31, 2022 | 197,209 | ||||
Stock-based compensation | 557,421 | 557,421 | |||
Comprehensive (loss) income: | |||||
Net loss | (4,762,078) | (4,762,078) | |||
Other comprehensive income | 663 | 663 | |||
Balance ending at Mar. 31, 2023 | $ 20 | 122,195,387 | (2,884,860) | (112,170,623) | 7,139,924 |
Balance ending (in Shares) at Mar. 31, 2023 | 197,209 | ||||
Balance beginning at Dec. 31, 2023 | $ 54 | 130,117,209 | (2,901,339) | (127,343,657) | $ (127,733) |
Balance beginning (in Shares) at Dec. 31, 2023 | 534,719 | 534,719 | |||
Shares issued from exercise of pre-funded warrants related to Amendment to August 2023 Offering | $ 26 | 463 | $ 489 | ||
Shares issued from exercise of pre-funded warrants related to Amendment to August 2023 Offering (in Shares) | 257,205 | ||||
Adjustment related to reverse stock split | $ 6 | (6) | |||
Adjustment related to reverse stock split (in Shares) | 60,848 | ||||
Stock-based compensation | 236,062 | 236,062 | |||
Comprehensive (loss) income: | |||||
Net loss | (1,069,744) | (1,069,744) | |||
Other comprehensive income | 6,460 | 6,460 | |||
Balance ending at Mar. 31, 2024 | $ 86 | $ 130,353,728 | $ (2,894,879) | $ (128,413,401) | $ (954,466) |
Balance ending (in Shares) at Mar. 31, 2024 | 852,772 | 852,772 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows From Operating Activities | ||
Net (Loss) Income | $ (1,069,744) | $ (4,762,078) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Shares issued for services | ||
Amortization of stock options and restricted stock units | 236,062 | 557,421 |
Amortization of intangibles | 23,576 | 21,772 |
Change in fair value of derivative liabilities | 191 | (53,323) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 480,533 | 424,913 |
Accounts payable | (97,254) | (621,861) |
Accounts payable – related parties | (212,543) | |
Accrued expenses | (447,946) | 526,367 |
Accrued expenses – related parties | 53,708 | 36,898 |
Total adjustments | 36,327 | 892,187 |
Net Cash Used In Operating Activities | (1,033,417) | (3,869,891) |
Cash Flows From Financing Activities | ||
Proceeds from exercise of pre-funded warrants from the Amendment to August 2023 Offering | 489 | |
Repayment of loans payable | (264,883) | (469,810) |
Net Cash Used In Financing Activities | (264,394) | (469,810) |
Effect of Exchange Rate Changes on Cash | (2,011) | 15,775 |
Net Decrease In Cash | (1,299,822) | (4,323,926) |
Cash - Beginning of Period | 1,975,799 | 6,970,110 |
Cash - End of Period | 675,977 | 2,646,184 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for income taxes | ||
Cash paid during the period for interest | $ 12,078 | $ 7,265 |
Business Organization and Natur
Business Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2024 | |
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. We have three product development platforms: ● fibrosis and anti-tumor necrosis factor (“TNF”); ● drugs which are derivatives of cannabidiol (“CBD”) or cannabigerol (“CBG”) analogues (“SCAs”); and ● alpha 7 nicotinic acetylcholine receptor (“α7nAChR”). Due to restrictions in the Company’s resources, the Company has slowed down research and development activities significantly in the SCA platform and the anti-TNF platform, and the Company has not made progress in the α7nAChR platform and has suspended further research and development activity in this program. The Company is currently evaluating all options to monetize its existing assets, in addition to exploring other strategic alternatives to maximize value for its stockholders. Potential strategic alternatives that may be explored or evaluated by the Company as part of this process include, but are not limited to, an acquisition, merger, reverse merger, other business combination, sale of assets, licensing or other strategic transactions involving the Company. |
Going Concern and Management's
Going Concern and Management's Plans | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, the Company had an accumulated deficit of $128,413,401 and a working capital deficit of $2,225,359, and for the quarter ended March 31, 2024, a net loss of $1,069,744 and cash used in operating activities of $1,033,417. 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 condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to our ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023 under Note 3 - Summary of Significant Accounting Policies. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the quarter ended March 31, 2024 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2024. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2023, which are included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 25, 2024. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the condensed consolidated financial statements. The Company’s significant estimates and assumptions used in these condensed consolidated financial statements include, but are not limited to, the fair value of financial instruments, warrants, options, derivative liabilities and R&D tax credits and accruals. 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 was the British Pound (“GBP”) (1.264 and 1.273 GBP to 1 US dollar, each as of March 31, 2024 and December 31, 2023, respectively) for balance sheet accounts, while expense accounts are translated at the weighted average exchange rate for the period (1.271 and 1.214 GBP to 1 US dollar for each of the three months ended March 31, 2024 and 2023, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. Comprehensive income is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the three months ended March 31, 2024 and 2023, the Company recorded other comprehensive income of $6,460 and $663, 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 ($1) and ($1,117) of foreign currency transaction losses for the three months ended March 31, 2024 and 2023, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. Intangible Assets Intangible assets consist of licensed patents held by Katexco, a wholly-owned subsidiary of the Company, as well as technology licenses acquired in connection with the July 2019, corporate restructuring completed between the Company and each of 180 LP, Katexco and CBR Pharma, pursuant to which each of 180 LP, Katexco and CBR Pharma became wholly-owned subsidiaries of the Company (the “ Reorganization 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: Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before these condensed consolidated financial statements were issued. Based upon that evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 11 - Subsequent Events. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Insurance $ 684,755 $ 934,990 Research and development expense tax credit receivable - 440,161 Professional fees 483,992 279,039 Value-added tax receivable 10,224 9,917 Taxes - - $ 1,178,971 $ 1,664,107 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses [Abstract] | |
ACCRUED EXPENSES | NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Consulting fees $ 121,862 $ 645,081 Professional fees 127,522 184,846 Litigation accrual 49,999 49,999 Employee and director compensation 667,493 530,383 Research and development fees 361,711 378,683 Interest 76,659 70,923 Other 11,544 9,899 $ 1,416,790 $ 1,869,814 During the three months ended March 31, 2024, the Company had amounts due to contractors related to certain R&D programs that were forgiven; as a result, the Company reduced its accounts payable and accrued liabilities accounts by $588,506 and $450,859, respectively, during the period and recorded the forgiven amounts as other income for a total of $1,039,364 on the income statement. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Liabilities [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 6 - DERIVATIVE LIABILITIES The following table sets forth a summary of the changes in the fair value of derivative liabilities. These include warrants sold in a private placement in connection with the Company’s initial public offering (the “Private SPAC”), warrants sold in a private offering on February 23, 2023 (the “PIPE”), and certain other warrants (“Other Warrants”) which are classified as Level 3 derivative liabilities, and warrants sold publicly in our initial public offering (“Public SPAC ”), which are classified as Level 1 derivative liabilities in the following table and are measured at fair value on a recurring basis: Warrants (1) Public Private SPAC SPAC PIPE Other Total Balance as of January 1, 2024 $ 58 $ - $ - $ - $ 58 Change in fair value of derivative liabilities 191 - - - 191 Balance as of March 31, 2024 $ 249 $ - $ - $ - $ 249 (1) There are 15,132 Public SPAC warrants, 662 Private SPAC warrants, 6,748 PIPE warrants and 234 Other warrants outstanding as of March 31, 2024; all but the Public SPAC warrants are valued at zero as of the current period end. The fair value of the derivative liabilities as of March 31, 2024 and December 31, 2023 was estimated using the Black Scholes option pricing model, with the following assumptions used to determine the values of Level 3 derivative liabilities: March 31, Risk-free interest rate 4.63% - 5.40 % Expected term in years 0.34 – 1.90 Expected volatility 100.0% - 120.0 % Expected dividends 0 % December 31, 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 % |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2024 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 7 - LOANS PAYABLE Loans Payable The following table summarizes the activity of loans payable during the quarter ended March 31, 2024: Principal Principal Effect of Principal Bounce Back Loan Scheme $ 32,818 $ (3,167 ) $ (239 ) $ 29,412 First Insurance - 2023 785,150 (261,716 ) - 523,434 Other loans payable 236,092 - (60 ) 236,032 Total loans payable $ 1,054,060 $ (264,883 ) $ (299 ) $ 788,878 Less: loans payable – current portion 1,034,124 772,334 Loans payable – noncurrent portion $ 19,936 $ 16,544 For the three months ended March 31, 2024 and 2023, the Company recognized interest expense associated with loans payable of $16,449 and $11,556, respectively. As of March 31, 2024 and December 31, 2023, the Company had accrued interest associated with loans payable of $76,659 and $70,923, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Litigation and Other Loss Contingencies The Company records liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company has no liabilities recorded for loss contingencies as of March 31, 2024. 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. On April 16, 2024, AmTrust paid the Company $2.27 million in reimbursement of fees which the Company has advanced to Dr. Marlene Krauss and George Hornig, of which the Company received $1.5 million after the payment of attorney’s fees. On May 9, 2024, AmTrust paid the Company $300,140 in reimbursement of fees which the Company had advanced to Dr. Marlene Krauss and George Hornig, of which the Company expects to receive $200,093 after the payment of attorney’s fees. 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. D&O Insurance Lawsuit On February 12, 2024, the judge in the Company’s AmTrust Freedom 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. On April 16, 2024, AmTrust paid the Company $2.27 million in reimbursement of fees which the Company has advanced to Dr. Marlene Krauss and George Hornig, of which the Company received $1.5 million after the payment of attorney’s fees. On May 9, 2024, AmTrust paid the Company $300,140 in reimbursement of fees which the Company had advanced to Dr. Marlene Krauss and George Hornig, of which the Company expects to receive $200,093 after the payment of attorney’s fees. 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 further funds we may receive pursuant to the order related to reimbursement of amounts related to the SEC 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. 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. James Woody, the then CEO and Director of the Company; (b) a Fourth Amendment to Employment Agreement with Dr. Jonathan Rothbard, the Chief Science Officer (CSO) of the Company; (c) a Third Amendment to Consulting Agreement with Dr. Lawrence Steinman, the then Executive Chairman of the Company; and (d) a Second Amendment to Consulting Agreement with Prof. Sir Marc Feldmann, the former Executive Co-Chairman of the Company (collectively, the “Amendments”), which each amended the compensation agreements then in place with such individuals. 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. 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. |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders’ (Deficit) Equity [Abstract] | |
STOCKHOLDERS’ (DEFICIT) EQUITY | NOTE 9 – STOCKHOLDERS’ (DEFICIT) EQUITY 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 the Company’s 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 the Company’s Second Amended and Restated Certificate of Incorporation to affect a reverse stock split of the Company’s 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) were 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 were 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 were 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 The rights and privileges of the holders of shares of common stock are substantially unaffected by the Reverse Stock Split. Granting of Extension to Regain Nasdaq Compliance On September 7, 2023, 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 were as follows: on or before May 13, 2024, the Company was required to 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 was 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 failed 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. While the Company was able to undertake some of the transactions described in the compliance plan, it was unable to regain compliance with the Rule prior to the end of the plan period (May 13, 2024). As a result, on May 14, 2024, the Company received a delist determination letter from the Listing Qualifications department of The Nasdaq Stock Market LLC (the “Staff”) advising the Company that the Staff had determined that the Company did not meet the terms of the extension. Specifically, the Company did not complete its proposed transactions and was unable to file a Current Report Form 8-K by the May 13, 2024 deadline previously required by the Staff, evidencing compliance with the Rule. As a result, unless the Company requests an appeal of the Staff’s determination, trading of the Company’s common stock will be suspended at the opening of business on May 23, 2024, and a Form 25-NSE will be filed with the SEC, which will remove the Company’s common stock and warrants from listing and registration on The Nasdaq Stock Market. The Company intends to submit a hearing request to the Nasdaq Hearings Panel (the “Panel”), which request is expected to stay any delisting action by the Staff at least until the hearing process concludes and any extension granted by the Panel expires. At the Panel hearing, the Company intends to present a plan to regain compliance with the minimum stockholders’ equity requirement. In the interim, the Company’s common stock will continue to trade on Nasdaq under the symbol “ATNF” at least pending the ultimate conclusion of the hearing process. There can be no assurance that the Company’s plan will be accepted by the Panel or that, if it is, the Company will be able to regain compliance with the applicable Nasdaq listing requirements. If the Company’s common stock and warrants are delisted, it could be more difficult to buy or sell the Company’s common stock and warrants or to obtain accurate quotations, and the price of the Company’s common stock and warrants could suffer a material decline. Delisting could also impair the Company’s ability to raise capital and/or trigger defaults and penalties under outstanding agreements or securities of the Company. The Company is continuing to work towards completing the necessary transactions in an effort to achieve compliance with the Rule. Separately, on May 14, 2024, the Staff provided us notice of our non-compliance with the audit committee requirements for continued listing on The Nasdaq Capital Market set forth in Listing Rule 5605(c)(2), which requires that listed companies maintain an audit committee of at least three independent directors. Nasdaq provided the Company a cure period in order to regain compliance as follows: until the earlier of the Company’s next annual shareholders’ meeting or May 7, 2025; or if the next annual shareholders’ meeting is held before November 4, 2024, then the Company must evidence compliance no later than November 4, 2024. In the event the Company does not regain compliance by the applicable date above, Nasdaq rules require the Staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Hearings Panel. The Company is currently seeking out qualified independent directors to serve on the Company’s audit committee and plans to regain compliance with Listing Rule 5605(c)(2) in the near future. 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. Amendment to August 2023 Offering On August 9, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor (the “Purchaser”), 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 2023 Shares”), pre-funded warrants to purchase up to an aggregate of 207,814 shares of common stock (“August 2023 Pre-Funded Warrants”), and common stock warrants to purchase up to an aggregate of 242,915 shares of common stock (the “August 2023 Common 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 $2,999,606. Net proceeds to the Company from the offering, after deducting the placement agent fees and other offering expenses payable by the Company, were approximately $2.7 million. The placement agent fees and offering expenses of approximately $300,000 were accounted for as a reduction of additional paid in capital. The August 2023 Offering closed on August 14, 2023. 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 2023 Shares and August 2023 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 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 were not exercisable until the Company obtained stockholder approval with respect to the issuance of the 734,262 shares of common stock issuable upon exercise of the warrants, at which point the Additional Pre-Funded Warrants remained exercisable until all the Additional Pre-Funded Warrants were 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. 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 were not exercisable until the Company obtained 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 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. The Company accounted for the Amendment to the August 2023 Offering 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, April 2023 and August 2023 common warrants: a share price of $6.46, an exercise price of $15.77 for the July 2022, December 2022 and April 2023 common warrants and an exercise price of $12.35 for the August 2023 common warrants, an expected term of 5.22 years, volatility of 100%, a dividend rate of 0% and a discount rate of 4.29%. 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, April 2023 and August 2023 common warrants: a share price of $6.46, an exercise price of $3.23, an expected term of 5.22 years, volatility of 100%, a dividend rate of 0% and a discount rate of 4.29%. The aggregate difference of approximately $3.1 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. During February and March 2024, all the additional 257,205 pre-funded warrants issued in connection with the Amendment to the August 2023 Offering were exercised for a value of $489, and there are no additional pre-funded warrants remaining. No additional common warrants have been exercised. 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 a 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 24,736 shares to 223,679 shares. Stock Options A summary of the option activity during the quarter ended March 31, 2024 is presented below: Weighted Weighted Average Average Remaining Number of Exercise Term Intrinsic Options Price (Years) Value Outstanding, January 1, 2024 17,788 $ 633.95 9.0 - Forfeited (4,834 ) - - - Outstanding, March 31, 2024 12,954 $ 689,53 8.4 $ - Exercisable, March 31, 2024 9,411 $ 908.25 8.1 $ - A summary of outstanding and exercisable stock options as of March 31, 2024 is presented below: Stock Options Outstanding Stock Options Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 1,683.40 4,157 6.9 4,143 $ 1,501.00 984 7.7 949 $ 516.80 710 8.1 183 $ 12.73 7,103 9.4 4,136 12,954 8.1 9,411 The Company recognized stock-based compensation expense of $236,063 for the three months ended March 31, 2024, related to the amortization of stock options; expense of $234,113 is included within general and administrative expenses on the condensed consolidated statements of operations for the three-month period and expense of $1,950 is included within research and development expenses on the condensed consolidated statements of operations for the three month period. The Company recognized stock-based compensation expense of $557,421 for the three months ended March 31, 2023 related to the amortization of stock options and restricted stock shares; expense of $470,703 is included within general and administrative expenses and expense of $86,718 is included within research and development expenses on the condensed consolidated statements of operations. As of March 31, 2024, there was $255,048 of unrecognized stock-based compensation expense related to stock options that will be recognized over the weighted average remaining vesting period of 1.6 years. Warrants A summary of the warrant activity (including both liability and equity classified instruments) during the quarter ended March 31, 2024 is presented below: Number of Weighted Weighted Intrinsic Outstanding, January 1, 2024 1,240,768 $ 83.98 5.1 $ - Exercised (257,205 ) 0.0019 - - Outstanding, March 31, 2024 983,473 $ 105.94 4.8 $ - Exercisable, March 31, 2024 983,473 $ 105.94 4.8 - A summary of outstanding and exercisable warrants as of March 31, 2024 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 1.9 6,748 $ 2,006.40 168 1.1 168 $ 2,686.60 66 0.3 66 $ 2,850.00 6,579 2.4 6,579 $ 4,370.00 15,794 1.6 15,794 $ 3.23 954,118 4.9 954,118 983,473 4.8 983,473 |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2024 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 10 - RELATED PARTIES Accounts Payable – Related Parties Accounts payable - related parties were $53,076 and $266,009 as of March 31, 2024 and December 31, 2023, respectively, and consist of amounts due to certain officers and directors of the Company, as well as deferred compensation for certain executives. For the accounts payable – related party balance as of December 31, 2023, approximately $210,000 relates to income taxes payable to the U.K. government for the salary of Prof. Sir Marc Feldmann, who serves as the Chairman, CEO and Executive Director of CannBioRex. Such amount was paid during the first quarter of 2024 upon receipt of the R&D tax credit. Accrued Expenses - Related Parties Accrued expenses - related parties were $53,708 and $0 as of March 31, 2024 and December 31, 2023, respectively, and consist of interest accrued on loans and convertible notes due to certain officers and directors of the Company, as well as deferred compensation for certain executives. Research and Development Expenses - Related Parties Research and Development Expenses – Related Parties of $170,542 and $216,684 during the quarters ended March 31, 2024 and 2023, respectively, are related to consulting and professional fees paid to current or former officers, directors or greater than 10% investors, or affiliates thereof. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS Reimbursement from AmTrust On April 16, 2024, AmTrust paid the Company $2.27 million in reimbursement of fees which the Company has advanced to Dr. Marlene Krauss and George Hornig, of which the Company received $1.5 million after the payment of attorney’s fees. On May 9, 2024, AmTrust paid the Company $300,140 in reimbursement of fees which the Company had advanced to Dr. Marlene Krauss and George Hornig, of which the Company expects to receive $200,093 after the payment of attorney’s fees (see Note 8). Shares issued to former Board Members On April 23, 2024, the Company issued 63,818 shares of common stock to former board members, in lieu of cash, to compensate for the accrued board of director fees. Woody Separation Agreement On May 7, 2024, Dr. James N. Woody resigned as Chief Executive Officer (Principal Executive Officer), and as a member of the Board of Directors, of the Company effective the same date, and entered into a Separation and Release Agreement with the Company (the “ Woody Separation Agreement Under the Woody Separation Agreement, the Company (a) paid Dr. Woody $50,000 in cash, less all applicable withholdings and required deductions (the “ Severance Cash Payment Date Future Contingent Payment Corporate Transaction Change of Control Forfeiture Trigger Under the Woody Separation Agreement, Dr. Woody agreed to provide a customary general release to the Company, waived any severance pay that would have been due pursuant to the terms of his employment agreement, agreed to the termination of his employment agreement, and also agreed to certain confidentiality, non-disclosure, non-solicitation, non-disparagement, and cooperation covenants in favor of the Company. The 25,000 fully-vested shares of the Company’s common stock due to Dr. Woody will be issued under the Company’s Second Amended and Restated 2022 Omnibus Incentive Plan. Rothbard Separation Agreement and Consulting Agreement On May 7, 2024, Dr. Jonathan Rothbard resigned as Chief Scientific Officer of the Company effective the same date and entered into a Separation and Release Agreement with the Company (the “ Rothbard Separation Agreement Under the Rothbard Separation Agreement, the Company agreed to pay Dr. Rothbard $200 in cash, less all applicable withholdings and required deductions. Under the Rothbard Separation Agreement, Dr. Rothbard agreed to provide a customary general release to the Company, waived any severance pay that would have been due pursuant to the terms of his employment agreement, agreed to the termination of his employment agreement, and also agreed to certain confidentiality, non-disclosure, non-solicitation, non-disparagement, and cooperation covenants in favor of the Company. Effective on May 7, 2024, the Company entered into a Consulting Agreement with Dr. Rothbard pursuant to which he agreed to provide general consulting services to the Company for a term of six months, for $150 per hour (the “ Rothbard Consulting Agreement Steinman Fourth Amendment to Consulting Agreement On May 7, 2024, the Company entered into a Fourth Amendment to Consulting Agreement with Dr. Lawrence Steinman, the then Executive Chairman of the Board (the “ Fourth Amendment Mr. Steinman also agreed to step down as Executive Chairman of the Board of Directors and will instead just serve as a regular member of the Board of Directors, provided that on May 7, 2024, Dr. Steinman was appointed as a member of the Strategy and Alternatives Committee of the Company. Appointment of Interim Chief Executive Officer and Consulting Agreement Also effective on May 7, 2024, the Board of Directors appointed Mr. Blair Jordan, a then member of the Board of Directors of the Company, as Interim Chief Executive Officer and Principal Executive Officer of the Company, to fill the vacancy left by Dr. Woody’s resignation. Upon such appointment, Mr. Jordan ceased being the Lead Independent director of the Company (which position is currently vacant), and ceased being a member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board of Directors. On May 7, 2024, the Company entered into an Executive Consulting Agreement with Mr. Jordan and Blair Jordan Strategy and Finance Consulting Inc. (an entity owned by Mr. Jordan) (“ Jordan Consulting Jordan Consulting Agreement The Jordan Consulting Agreement terminates automatically upon the completion of a Corporate Transaction (provided we pay the transaction bonus discussed above). We have the right to terminate the Jordan Consulting Agreement at any time, provided that if we terminate the agreement after 60 days and prior to completion of a Corporate Transaction, then we agreed to pay Jordan Consulting $75,000 in connection with such termination, within 60 days of such termination. We are also able to terminate the Jordan Consulting Agreement at any time, without notice upon: (a) the death or physical or mental incapacity of Mr. Jordan if as a result of which Mr. Jordan is unable to perform services for a period in excess of 60 days; (b) in the event Mr. Jordan or a related party to Mr. Jordan ceases to own or control 100% of Jordan Consulting; (c) the Board terminating the Jordan Consulting Agreement for just cause where “ just cause If the Company terminates the Jordan Consulting Agreement for just cause, we are required to pay Jordan Consulting any unpaid fees and/or unpaid and unreimbursed expenses accrued but unpaid prior to the effective termination date. Non-Executive Director Compensation Effective on May 7, 2024, the Board of Directors set the compensation payable to non-executive members of the Board of Directors for services on the Board of Directors, at (a) $50,000 per year for service on the Board; (b) $15,000 for each Chairperson of a committee of the Board of Directors (provided that only one additional $15,000 payment shall be made even if the Director chairs multiple committees); and $25,000 additional for each member of the Strategy and Alternatives Committee of the Board of Directors. Indemnification Agreements On May 7, 2024, the Company entered into Indemnity Agreements (each an “ Indemnification Agreement Indemnitee |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (1,069,744) | $ (4,762,078) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the quarter ended March 31, 2024 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending December 31, 2024. For further information, refer to the financial statements and footnotes included in the Company’s annual financial statements for the fiscal year ended December 31, 2023, which are included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 25, 2024. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the condensed consolidated financial statements. The Company’s significant estimates and assumptions used in these condensed consolidated financial statements include, but are not limited to, the fair value of financial instruments, warrants, options, derivative liabilities and R&D tax credits and accruals. 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 was the British Pound (“GBP”) (1.264 and 1.273 GBP to 1 US dollar, each as of March 31, 2024 and December 31, 2023, respectively) for balance sheet accounts, while expense accounts are translated at the weighted average exchange rate for the period (1.271 and 1.214 GBP to 1 US dollar for each of the three months ended March 31, 2024 and 2023, respectively). Equity accounts are translated at historical exchange rates. The resulting translation adjustments are recognized in stockholders’ equity as a component of accumulated other comprehensive income. Comprehensive income is defined as the change in equity of an entity from all sources other than investments by owners or distributions to owners and includes foreign currency translation adjustments as described above. During the three months ended March 31, 2024 and 2023, the Company recorded other comprehensive income of $6,460 and $663, 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 ($1) and ($1,117) of foreign currency transaction losses for the three months ended March 31, 2024 and 2023, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. |
Intangible Assets | Intangible Assets Intangible assets consist of licensed patents held by Katexco, a wholly-owned subsidiary of the Company, as well as technology licenses acquired in connection with the July 2019, corporate restructuring completed between the Company and each of 180 LP, Katexco and CBR Pharma, pursuant to which each of 180 LP, Katexco and CBR Pharma became wholly-owned subsidiaries of the Company (the “ Reorganization |
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: |
Subsequent Events | Subsequent Events The Company has evaluated events that have occurred after the balance sheet date but before these condensed consolidated financial statements were issued. Based upon that evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as disclosed in Note 11 - Subsequent Events. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Insurance $ 684,755 $ 934,990 Research and development expense tax credit receivable - 440,161 Professional fees 483,992 279,039 Value-added tax receivable 10,224 9,917 Taxes - - $ 1,178,971 $ 1,664,107 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Consulting fees $ 121,862 $ 645,081 Professional fees 127,522 184,846 Litigation accrual 49,999 49,999 Employee and director compensation 667,493 530,383 Research and development fees 361,711 378,683 Interest 76,659 70,923 Other 11,544 9,899 $ 1,416,790 $ 1,869,814 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Liabilities [Abstract] | |
Schedule of Measured at Fair Value on a Recurring Basis | These include warrants sold in a private placement in connection with the Company’s initial public offering (the “Private SPAC”), warrants sold in a private offering on February 23, 2023 (the “PIPE”), and certain other warrants (“Other Warrants”) which are classified as Level 3 derivative liabilities, and warrants sold publicly in our initial public offering (“Public SPAC ”), which are classified as Level 1 derivative liabilities in the following table and are measured at fair value on a recurring basis: Warrants (1) Public Private SPAC SPAC PIPE Other Total Balance as of January 1, 2024 $ 58 $ - $ - $ - $ 58 Change in fair value of derivative liabilities 191 - - - 191 Balance as of March 31, 2024 $ 249 $ - $ - $ - $ 249 (1) There are 15,132 Public SPAC warrants, 662 Private SPAC warrants, 6,748 PIPE warrants and 234 Other warrants outstanding as of March 31, 2024; all but the Public SPAC warrants are valued at zero as of the current period end. |
Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities | The fair value of the derivative liabilities as of March 31, 2024 and December 31, 2023 was estimated using the Black Scholes option pricing model, with the following assumptions used to determine the values of Level 3 derivative liabilities: March 31, Risk-free interest rate 4.63% - 5.40 % Expected term in years 0.34 – 1.90 Expected volatility 100.0% - 120.0 % Expected dividends 0 % December 31, 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 % |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Loans Payable [Abstract] | |
Schedule of Loans Payable | The following table summarizes the activity of loans payable during the quarter ended March 31, 2024: Principal Principal Effect of Principal Bounce Back Loan Scheme $ 32,818 $ (3,167 ) $ (239 ) $ 29,412 First Insurance - 2023 785,150 (261,716 ) - 523,434 Other loans payable 236,092 - (60 ) 236,032 Total loans payable $ 1,054,060 $ (264,883 ) $ (299 ) $ 788,878 Less: loans payable – current portion 1,034,124 772,334 Loans payable – noncurrent portion $ 19,936 $ 16,544 |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders’ (Deficit) Equity [Abstract] | |
Schedule of Warrant Activity | A summary of the option activity during the quarter ended March 31, 2024 is presented below: Weighted Weighted Average Average Remaining Number of Exercise Term Intrinsic Options Price (Years) Value Outstanding, January 1, 2024 17,788 $ 633.95 9.0 - Forfeited (4,834 ) - - - Outstanding, March 31, 2024 12,954 $ 689,53 8.4 $ - Exercisable, March 31, 2024 9,411 $ 908.25 8.1 $ - |
Schedule of Outstanding and Exercisable Stock Options | A summary of outstanding and exercisable stock options as of March 31, 2024 is presented below: Stock Options Outstanding Stock Options Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 1,683.40 4,157 6.9 4,143 $ 1,501.00 984 7.7 949 $ 516.80 710 8.1 183 $ 12.73 7,103 9.4 4,136 12,954 8.1 9,411 Warrants Outstanding Warrants Exercisable Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 1,900.00 6,748 1.9 6,748 $ 2,006.40 168 1.1 168 $ 2,686.60 66 0.3 66 $ 2,850.00 6,579 2.4 6,579 $ 4,370.00 15,794 1.6 15,794 $ 3.23 954,118 4.9 954,118 983,473 4.8 983,473 |
Schedule of Warrant Activity | A summary of the warrant activity (including both liability and equity classified instruments) during the quarter ended March 31, 2024 is presented below: Number of Weighted Weighted Intrinsic Outstanding, January 1, 2024 1,240,768 $ 83.98 5.1 $ - Exercised (257,205 ) 0.0019 - - Outstanding, March 31, 2024 983,473 $ 105.94 4.8 $ - Exercisable, March 31, 2024 983,473 $ 105.94 4.8 - |
Going Concern and Management'_2
Going Concern and Management's Plans (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Going Concern and Management’s Plans [Abstract] | |||
Accumulated deficit | $ (128,413,401) | $ (127,343,657) | |
Working capital deficit | 2,225,359 | ||
Net Loss | (1,069,744) | $ (4,762,078) | |
Cash used in operating activities | $ (1,033,417) | $ (3,869,891) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | 3 Months Ended | ||||
Dec. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2024 GBP (£) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 GBP (£) | |
Summary of Significant Accounting Policies [Abstract] | |||||
Currency of subsidiaries | $ 1 | $ 1 | £ 1.264 | £ 1.273 | |
Weighted average exchange rate | 1 | £ 1.271 | $ 1 | £ 1.214 | |
Comprehensive (loss) of foreign currency translation adjustment | 6,460 | 663 | |||
Foreign currency transaction gain (losses) | $ (1) | $ (1,117) |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Insurance | $ 684,755 | $ 934,990 |
Research and development expense tax credit receivable | 440,161 | |
Professional fees | 483,992 | 279,039 |
Value-added tax receivable | 10,224 | 9,917 |
Taxes | ||
Prepaid expenses and other current assets, total | $ 1,178,971 | $ 1,664,107 |
Accrued Expenses (Details)
Accrued Expenses (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Accrued Expenses [Line Items] | |
Other income | $ 1,039,364 |
Research and Development Expense [Member] | |
Accrued Expenses [Line Items] | |
Accounts payable | 588,506 |
Accrued liabilities | $ 450,859 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Expenses [Abstract] | ||
Consulting fees | $ 121,862 | $ 645,081 |
Professional fees | 127,522 | 184,846 |
Litigation accrual | 49,999 | 49,999 |
Employee and director compensation | 667,493 | 530,383 |
Research and development fees | 361,711 | 378,683 |
Interest | 76,659 | 70,923 |
Other | 11,544 | 9,899 |
Total | $ 1,416,790 | $ 1,869,814 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | Mar. 31, 2024 USD ($) shares |
Public SPAC Warrants [Member] | |
Derivative Liabilities [Line Items] | |
Warrants | 15,132 |
Warrants value (in Dollars) | $ | $ 0 |
Private SPAC Warrants [Member] | |
Derivative Liabilities [Line Items] | |
Warrants | 662 |
Other Warrants [Member] | |
Derivative Liabilities [Line Items] | |
Warrants | 6,748 |
Other Warrants [Member] | |
Derivative Liabilities [Line Items] | |
Warrants | 234 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of Measured at Fair Value on a Recurring Basis | 3 Months Ended | |
Mar. 31, 2024 USD ($) | ||
Schedule of Summary of the Changes in the Fair Value of Derivative Liabilities [Line Items] | ||
Beginning balance | $ 58 | |
Change in fair value of derivative liabilities | 191 | |
Ending balance | 249 | |
Public SPAC Warrants [Member] | ||
Schedule of Summary of the Changes in the Fair Value of Derivative Liabilities [Line Items] | ||
Beginning balance | 58 | [1] |
Change in fair value of derivative liabilities | 191 | [1] |
Ending balance | 249 | [1] |
Private SPAC Warrants [Member] | ||
Schedule of Summary of the Changes in the Fair Value of Derivative Liabilities [Line Items] | ||
Beginning balance | ||
Change in fair value of derivative liabilities | ||
Ending balance | ||
PIPE Warrants [Member] | ||
Schedule of Summary of the Changes in the Fair Value of Derivative Liabilities [Line Items] | ||
Beginning balance | ||
Change in fair value of derivative liabilities | ||
Ending balance | ||
Other Warrants [Member] | ||
Schedule of Summary of the Changes in the Fair Value of Derivative Liabilities [Line Items] | ||
Beginning balance | ||
Change in fair value of derivative liabilities | ||
Ending balance | ||
[1] There are 15,132 Public SPAC warrants, 662 Private SPAC warrants, 6,748 PIPE warrants and 234 Other warrants outstanding as of March 31, 2024; all but the Public SPAC warrants are valued at zero as of the current period end. |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities | Mar. 31, 2024 | Dec. 31, 2023 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities [Line Items] | ||
Derivative liabilities inputs | 4.63 | 3.71 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities [Line Items] | ||
Derivative liabilities inputs | 5.4 | 5.5 |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities [Line Items] | ||
Derivative liabilities inputs | 0.34 | 0.59 |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities [Line Items] | ||
Derivative liabilities inputs | 1.9 | 2.9 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities [Line Items] | ||
Derivative liabilities inputs | 100 | 100 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities [Line Items] | ||
Derivative liabilities inputs | 120 | 110 |
Measurement Input, Expected Dividend Rate [Member] | Minimum [Member] | ||
Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities [Line Items] | ||
Derivative liabilities inputs | 0 | 0 |
Measurement Input, Expected Dividend Rate [Member] | Maximum [Member] | ||
Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities [Line Items] | ||
Derivative liabilities inputs | 0 | 0 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Loans Payable [Abstract] | |||
Interest expense | $ 16,449 | $ 11,556 | |
Accrued interest | $ 76,659 | $ 70,923 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of Loans Payable - Loans Payable [Member] | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule of Loans Payable [Line Items] | |
Principal balance beginning | $ 1,054,060 |
Principal Repaid in Cash | (264,883) |
Effect of Foreign Exchange Rates | (299) |
Principal balance ending | 788,878 |
Less: loans payable – current portion | 1,034,124 |
Less: loans payable – current portion | 772,334 |
Loans payable – noncurrent portion | 19,936 |
Loans payable – noncurrent portion | 16,544 |
Bounce Back Loan Scheme [Member] | |
Schedule of Loans Payable [Line Items] | |
Principal balance beginning | 32,818 |
Principal Repaid in Cash | (3,167) |
Effect of Foreign Exchange Rates | (239) |
Principal balance ending | 29,412 |
First Insurance - 2023 [Member] | |
Schedule of Loans Payable [Line Items] | |
Principal balance beginning | 785,150 |
Principal Repaid in Cash | (261,716) |
Effect of Foreign Exchange Rates | |
Principal balance ending | 523,434 |
Other loans payable [Member] | |
Schedule of Loans Payable [Line Items] | |
Principal balance beginning | 236,092 |
Principal Repaid in Cash | |
Effect of Foreign Exchange Rates | (60) |
Principal balance ending | $ 236,032 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Part-1 - USD ($) | 1 Months Ended | 3 Months Ended | |
Sep. 01, 2021 | Jan. 28, 2022 | Mar. 31, 2024 | |
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 | ||
Kennedy License Agreement [Member] | |||
Commitments and Contingencies [Line Items] | |||
Related party transaction, description | 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 [Member] | |||
Commitments and Contingencies [Line Items] | |||
Debt | $ 6,776,686 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Part-2 | 3 Months Ended | |||||||
May 13, 2024 USD ($) | Apr. 16, 2024 USD ($) | Feb. 28, 2024 USD ($) | Jan. 01, 2024 USD ($) | Jan. 01, 2024 GBP (£) | Sep. 20, 2022 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2024 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 | |||||||
Amended employment agreement percent | 50% | 50% | ||||||
Amended employment agreement per year | $ 0 | |||||||
Funding subsequents | 5,000,000 | |||||||
Cash compensation accrued | $ 1,000,000 | |||||||
Subsequent Event [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Trust fees | $ 300,140 | |||||||
Attorney’s fees | 200,093 | |||||||
Subsequent Event [Member] | D&O Insurance Lawsuit [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Advance payment of reimbursement fee | $ 1,500,000 | |||||||
Dr. Marlene Krauss [Member] | Subsequent Event [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Reimbursement of fees | 2,270,000 | |||||||
Dr. Marlene Krauss [Member] | Subsequent Event [Member] | D&O Insurance Lawsuit [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Reimbursement of fees | 2,270,000 | |||||||
George Hornig [Member] | Subsequent Event [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Advance payment of reimbursement fee | $ 1,500,000 | |||||||
Trust fees | 300,140 | |||||||
Attorney’s fees | $ 200,093 | |||||||
Dr. Woody [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Amended employment agreement per year | 245,000 | |||||||
Salary reduction | 20,416 | |||||||
Dr. Rothbard [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Amended employment agreement per year | 100,000 | |||||||
Salary reduction | $ 8,333 | |||||||
Dr. Steinman [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Amended employment agreement percent | 100% | 100% | ||||||
Salary reduction | $ 225,000 | |||||||
Sir Feldmann [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Salary reduction | £ | £ 170,000 | |||||||
Executive Officer [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Annual retainer fee | 40,000 | |||||||
Chairman of the Strategic and Alternatives Committee [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Annual retainer fee | 10,000 | |||||||
Lead Director [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Annual retainer fee | 15,000 | |||||||
Chairman of the Audit Committee [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Annual retainer fee | 10,000 | |||||||
Chairman of the Compensation Committee [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Annual retainer fee | 10,000 | |||||||
Mr. Jordan [Member] | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Initial fee payment | $ 7,500 |
Stockholders_ (Deficit) Equit_2
Stockholders’ (Deficit) Equity (Details) - USD ($) | 3 Months Ended | |||||||||||||
May 13, 2024 | Mar. 31, 2024 | Nov. 28, 2023 | Sep. 07, 2023 | Aug. 31, 2023 | Aug. 09, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | Feb. 28, 2024 | Feb. 16, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | |
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Aggregate shares of common stock | 35,102 | |||||||||||||
Pre-funded warrants | 257,205 | |||||||||||||
Common stock warrants to purchase | 477,058 | 242,915 | ||||||||||||
Purchase price per share (in Dollars per share) | $ 12.35 | |||||||||||||
Net proceeds (in Dollars) | $ 2,700,000 | |||||||||||||
Additional paid in capital (in Dollars) | $ 130,353,728 | $ 300,000 | $ 130,353,728 | $ 130,117,209 | ||||||||||
Purchaser agreed to pay (in Dollars) | $ 830,769 | |||||||||||||
Warrants exercise price (in Dollars per share) | $ 3.23 | |||||||||||||
Dividend rate | 0% | |||||||||||||
Exercise of warrants issued | 852,772 | 852,772 | 534,719 | |||||||||||
Offering were exercised (in Dollars) | $ 489 | |||||||||||||
Compensation expenses (in Dollars) | $ 236,063 | |||||||||||||
General and administrative expenses (in Dollars) | $ 470,703 | 234,113 | ||||||||||||
Research and development expenses (in Dollars) | 1,950 | |||||||||||||
Amortization of the Restricted Stock Shares (in Dollars) | 255,048 | |||||||||||||
Weighted average remaining vesting period | 1 year 7 months 6 days | |||||||||||||
August 2023 Pre-Funded Warrants [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Pre-funded warrants | 207,814 | |||||||||||||
August 2023 Common Warrants [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Common stock warrants to purchase | 242,915 | |||||||||||||
Warrant [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Aggregrate gross proceeds (in Dollars) | $ 2,999,606 | |||||||||||||
Black Scholes Option Model [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Share price (in Dollars per share) | $ 6.46 | |||||||||||||
Exercise price (in Dollars per share) | $ 12.35 | $ 15.77 | $ 15.77 | |||||||||||
Expected term | 5 years 2 months 19 days | |||||||||||||
Volatility rate | 100% | |||||||||||||
Discount rate | 4.29% | |||||||||||||
Aggregate difference (in Dollars) | $ 3,100,000 | $ 3,100,000 | ||||||||||||
Warrants [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Share price (in Dollars per share) | $ 557,421 | |||||||||||||
Maximum [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Shares of common stock | 24,736 | 24,736 | ||||||||||||
Minimum [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Shares of common stock | 223,679 | 223,679 | ||||||||||||
Amendment to the August 2023 Offering [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Warrants exercise price (in Dollars per share) | $ 0.0019 | |||||||||||||
Amendment to the August 2023 Offering [Member] | Warrants to Purchase Common Stock [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Warrants exercise price (in Dollars per share) | $ 3.23 | |||||||||||||
Amendment to the August 2023 Offering [Member] | Black Scholes Option Model [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Exercise price (in Dollars per share) | 3.23 | |||||||||||||
Expected term | 5 years 2 months 19 days | |||||||||||||
Discount rate | 4.29% | |||||||||||||
Class K Special Voting Shares [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Number of shares | 14 | |||||||||||||
Class K Special Voting Shares [Member] | Common Stock [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Number of shares | 14 | |||||||||||||
Nasdaq Capital Market [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Stockholders’ equity (in Dollars) | $ 2,500,000 | |||||||||||||
Director [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Granted options for purchase of shares | 2,500,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Share price (in Dollars per share) | $ 0.0001 | |||||||||||||
Shares of common stock | 734,262 | 1 | 734,262 | |||||||||||
Common stock warrants to purchase | 16,138 | |||||||||||||
Research and development expenses (in Dollars) | $ 86,718 | |||||||||||||
Common Stock [Member] | Black Scholes Option Model [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Share price (in Dollars per share) | $ 6.46 | |||||||||||||
Exercise price (in Dollars per share) | $ 15.77 | |||||||||||||
Volatility rate | 100% | |||||||||||||
Dividend rate | 0% | |||||||||||||
Common Stock [Member] | Amendment to the August 2023 Offering [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Exercise of warrants issued | 257,205 | 257,205 | 257,205 | |||||||||||
Restricted Stock [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Aggregate issuance date fair value (in Dollars) | $ 1 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Stockholders’ (Deficit) Equity [Line Items] | ||||||||||||||
Shares of common stock | 477,058 | 82,668 | 135,339 |
Stockholders_ (Deficit) Equit_3
Stockholders’ (Deficit) Equity (Details) - Schedule of Option Activity - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Schedule of Option Activity [Abstract] | ||
Number of Options, Outstanding balance | 17,788 | 12,954 |
Weighted Average Exercise Price, Outstanding balance | $ 633.95 | $ 68,953 |
Weighted Average Remaining Term (in Years), Outstanding balance | 9 years | 8 years 4 months 24 days |
Intrinsic Value, Outstanding balance | ||
Number of Options, Exercisable | 9,411 | |
Weighted Average Exercise Price, Exercisable | $ 908.25 | |
Weighted Average Remaining Term (in Years), Exercisable | 8 years 1 month 6 days | |
Intrinsic Value, Exercisable | ||
Number of Options, Forfeited | (4,834) | |
Weighted Average Exercise Price, Forfeited | ||
Intrinsic Value, Forfeited |
Stockholders_ (Deficit) Equit_4
Stockholders’ (Deficit) Equity (Details) - Schedule of Outstanding and Exercisable Stock Options - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stock Option [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock Options Outstanding Number of shares | 12,954 | |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 8 years 1 month 6 days | |
Stock Options Exercisable, Number of shares | 9,411 | |
Warrant [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock Options Outstanding Number of shares | 983,473 | |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 4 years 9 months 18 days | |
Stock Options Exercisable, Number of shares | 983,473 | |
Warrants Outstanding Exercise Price (in Dollars per share) | $ 105.94 | $ 83.98 |
Warrants Outstanding Number of shares | 983,473 | 1,240,768 |
Warrants Exercisable, Average Remaining Life in Years | 4 years 9 months 18 days | |
Stock OptioWarrants Exercisable, Number of shares | 983,473 | |
1,683.40 [Member] | Stock Option [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock Options Outstanding Exercise Price (in Dollars per share) | $ 1,683.4 | |
Stock Options Outstanding Number of shares | 4,157 | |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 6 years 10 months 24 days | |
Stock Options Exercisable, Number of shares | 4,143 | |
1,501.00 [Member] | Stock Option [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock Options Outstanding Exercise Price (in Dollars per share) | $ 1,501 | |
Stock Options Outstanding Number of shares | 984 | |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 7 years 8 months 12 days | |
Stock Options Exercisable, Number of shares | 949 | |
516.80 [Member] | Stock Option [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock Options Outstanding Exercise Price (in Dollars per share) | $ 516.8 | |
Stock Options Outstanding Number of shares | 710 | |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 8 years 1 month 6 days | |
Stock Options Exercisable, Number of shares | 183 | |
12.73 [Member] | Stock Option [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Stock Options Outstanding Exercise Price (in Dollars per share) | $ 12.73 | |
Stock Options Outstanding Number of shares | 7,103 | |
Stock Options Exercisable Weighted, Average Remaining Life in Years | 9 years 4 months 24 days | |
Stock Options Exercisable, Number of shares | 4,136 | |
1,900.00 [Member] | Warrant [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 1,900 | |
Warrants Outstanding Number of shares | 6,748 | |
Warrants Exercisable, Average Remaining Life in Years | 1 year 10 months 24 days | |
Stock OptioWarrants Exercisable, Number of shares | 6,748 | |
2,006.40 [Member] | Warrant [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 2,006.4 | |
Warrants Outstanding Number of shares | 168 | |
Warrants Exercisable, Average Remaining Life in Years | 1 year 1 month 6 days | |
Stock OptioWarrants Exercisable, Number of shares | 168 | |
2,686.60 [Member] | Warrant [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 2,686.6 | |
Warrants Outstanding Number of shares | 66 | |
Warrants Exercisable, Average Remaining Life in Years | 3 months 18 days | |
Stock OptioWarrants Exercisable, Number of shares | 66 | |
2,850.00 [Member] | Warrant [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 2,850 | |
Warrants Outstanding Number of shares | 6,579 | |
Warrants Exercisable, Average Remaining Life in Years | 2 years 4 months 24 days | |
Stock OptioWarrants Exercisable, Number of shares | 6,579 | |
4,370.00 [Member] | Warrant [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 4,370 | |
Warrants Outstanding Number of shares | 15,794 | |
Warrants Exercisable, Average Remaining Life in Years | 1 year 7 months 6 days | |
Stock OptioWarrants Exercisable, Number of shares | 15,794 | |
3.23 [Member] | Warrant [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants Outstanding Exercise Price (in Dollars per share) | $ 3.23 | |
Warrants Outstanding Number of shares | 954,118 | |
Warrants Exercisable, Average Remaining Life in Years | 4 years 10 months 24 days | |
Stock OptioWarrants Exercisable, Number of shares | 954,118 |
Stockholders_ (Deficit) Equit_5
Stockholders’ (Deficit) Equity (Details) - Schedule of Warrant Activity - Warrant [Member] - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Class of Warrant or Right [Line Items] | ||
Number of warrants, Outstanding balance | 1,240,768 | 983,473 |
Weighted Average Exercise Price, Outstanding balance | $ 83.98 | $ 105.94 |
Weighted Average Remaining Term (in Years), Outstanding balance | 5 years 1 month 6 days | 4 years 9 months 18 days |
Intrinsic Value, Outstanding balance | ||
Number of warrants, Exercisable | 983,473 | |
Weighted Average Exercise Price, Exercisable | $ 105.94 | |
Weighted Average Remaining Term (in Years), Exercisable | 4 years 9 months 18 days | |
Intrinsic Value, Exercisable | ||
Number of Warrants, Exercised | (257,205) | |
Weighted Average Exercise Price, Exercised | $ 0.0019 | |
Intrinsic Value, Exercised |
Related Parties (Details)
Related Parties (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Parties [Line Items] | |||
Research and development expenses | $ 170,542 | $ 216,684 | |
Percentage of investors | 10% | ||
Related Party [Member] | |||
Related Parties [Line Items] | |||
Accounts payable related parties | $ 53,076 | $ 266,009 | |
Income taxes payable | 210,000 | ||
Accrued expenses related parties | 53,708 | $ 0 | |
Research and development expenses | $ 170,542 | $ 216,684 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 13, 2024 | May 07, 2024 | Apr. 16, 2024 | Apr. 23, 2024 |
Subsequent Events [Line Items] | ||||
Subsequent Event, Effect of Change in Tax Status | $ 5,000,000 | |||
Subsequent Event [Member] | ||||
Subsequent Events [Line Items] | ||||
Reimbursement of fees | $ 2,270,000 | |||
Payment of attorney’s fees | $ 1,500,000 | |||
Trust fess | $ 300,140 | |||
Attorney's fess | $ 200,093 | |||
Company issued shares (in Shares) | 63,818 | |||
Cash paid | $ 150 | |||
Vested shares (in Shares) | 25,000 | |||
Ownership aggregate | 50.10% | |||
Compensation payable | $ 0 | |||
Service amount | 216,000 | |||
Termination amount | $ 75,000 | |||
Ownership interest | 100% | |||
Compensation payable | $ 15,000 | |||
Additional amount | 25,000 | |||
Subsequent Event [Member] | Woody Separation Agreement [Member] | ||||
Subsequent Events [Line Items] | ||||
Cash paid | 50,000 | |||
Subsequent Event [Member] | Bonus 1 [Member] | ||||
Subsequent Events [Line Items] | ||||
Bonus payable | $ 50,000 | |||
Subsequent Event [Member] | Second Amended [Member] | ||||
Subsequent Events [Line Items] | ||||
Vested shares (in Shares) | 25,000 | |||
Subsequent Event [Member] | Rothbard Separation Agreement [Member] | ||||
Subsequent Events [Line Items] | ||||
Cash paid | $ 200 | |||
Subsequent Event [Member] | Bonus 2 [Member] | ||||
Subsequent Events [Line Items] | ||||
Bonus payable | 250,000 | |||
Board of Directors Chairman [Member] | Subsequent Event [Member] | ||||
Subsequent Events [Line Items] | ||||
Compensation payable | 50,000 | |||
Chairperson of Committee [Member] | Subsequent Event [Member] | ||||
Subsequent Events [Line Items] | ||||
Compensation payable | $ 15,000 |