180 Life Sciences (ATNF) 10-Q 12 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 12, 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	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
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 Incorporation, Date of Incorporation	Sep. 07, 2016
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	3000 El Camino Real Bldg. 4
Entity Address, Address Line Two	Suite 200 Palo Alto
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		969,602
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 ($)	Jun. 30, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 1,146,288	$ 1,975,799
Prepaid expenses and other current assets	1,201,202	1,664,107
Total Current Assets	2,347,490	3,639,906
Intangible assets, net	1,563,955	1,619,570
Total Assets	3,911,445	5,259,476
Current Liabilities:
Accounts payable	2,555,238	1,892,611
Accrued expenses	559,733	1,869,814
Loans payable - current portion	428,996	1,034,124
Derivative liabilities		58
Total Current Liabilities	4,016,127	5,062,616
Accrued issuable equity
Loans payable - noncurrent portion	13,289	19,936
Deferred tax liability	300,016	304,657
Total Liabilities	4,329,432	5,387,209
Commitments and contingencies (Note 8)
Stockholders’ Deficit:
Preferred stock value
Common stock, $0.0001 par value; 100,000,000 shares authorized; 941,590 and 534,719 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	95	54
Additional paid-in capital	130,899,278	130,117,209
Accumulated other comprehensive income	(2,915,740)	(2,901,339)
Accumulated deficit	(128,401,620)	(127,343,657)
Total Stockholders’ Deficit	(417,987)	(127,733)
Total Liabilities and Stockholders’ Deficit	3,911,445	5,259,476
Related Party
Current Liabilities:
Accounts payable - related parties	364,645	266,009
Accrued expenses - related parties	107,515
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	Jun. 30, 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	941,590	534,719
Common stock, shares outstanding	941,590	534,719
Class C Preferred Stock
Preferred stock, shares authorized	1	1
Preferred stock, shares issued
Preferred stock, shares outstanding
Class K Preferred Stock
Preferred stock, shares authorized	1	1
Preferred stock, shares issued	1	0
Preferred stock, shares outstanding	1	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating Expenses:
Research and development	$ 488,323	$ 789,441	$ 853,509	$ 1,367,750
Research and development - related parties	133,665	131,463	304,207	348,147
General and administrative	1,224,750	2,762,076	2,781,490	6,770,928
Total Operating Expenses	1,846,738	3,682,980	3,939,206	8,486,825
Loss From Operations	(1,846,738)	(3,682,980)	(3,939,206)	(8,486,825)
Other (Expense) Income:
Other Income	1,712,702		2,752,066
Interest expense	(11,360)	(11,606)	(27,809)	(23,162)
Change in fair value of derivative liabilities	249	14,417	58	67,740
Gain on settlement of liabilities	156,928		156,928
Total other (expense) income, net	1,858,519	2,811	2,881,243	44,578
Income (Loss) Before Income Taxes	11,781	(3,680,169)	(1,057,963)	(8,442,247)
Income tax benefit
Net Income (Loss)	11,781	(3,680,169)	(1,057,963)	(8,442,247)
Other Comprehensive Income (Loss):
Foreign currency translation adjustments	(20,861)	(15,267)	(14,401)	(14,604)
Total Comprehensive Income (Loss)	$ (9,080)	$ (3,695,436)	$ (1,072,364)	$ (8,456,851)
Basic and Diluted Net Income (Loss) per Common Share
Basic (in Dollars per share)	$ 0.01	$ (13.37)	$ (1.42)	$ (42.81)
Diluted (in Dollars per share)	$ 0.01	$ (13.37)	$ (1.42)	$ (42.81)
Weighted Average Number of Common Shares Outstanding:
Basic (in Shares)	919,141	275,332	745,552	197,219
Diluted (in Shares)	919,141	275,332	745,552	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 income (loss):
Net income				(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, 2022	$ 20	121,637,966	(2,885,523)	(107,408,545)	11,343,918
Balance beginning (in Shares) at Dec. 31, 2022	197,209
Comprehensive income (loss):
Net income					(8,442,247)
Other comprehensive income					(14,604)
Balance ending at Jun. 30, 2023	$ 28	125,466,694	(2,900,127)	(115,850,792)	6,715,803
Balance ending (in Shares) at Jun. 30, 2023	279,877
Balance beginning at Mar. 31, 2023	$ 20	122,195,387	(2,884,860)	(112,170,623)	7,139,924
Balance beginning (in Shares) at Mar. 31, 2023	197,209
Issuance of April 2023 pre-funded and common warrants, net		2,337,706			2,337,706
Shares issued from exercise of April 2023 pre-funded warrants	$ 6	111			117
Shares issued from exercise of April 2023 pre-funded warrants (in Shares)	61,615
Shares issued in connection with April 2023 Offering, net	$ 2	382,180			382,182
Shares issued in connection with April 2023 Offering, net (in Shares)	21,053
Stock based compensation		551,310			551,310
Comprehensive income (loss):
Net income				(3,680,169)	(3,680,169)
Other comprehensive income			(15,267)		(15,267)
Balance ending at Jun. 30, 2023	$ 28	125,466,694	(2,900,127)	(115,850,792)	6,715,803
Balance ending (in Shares) at Jun. 30, 2023	279,877
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
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 in February 2024	$ 6	(6)
Adjustment related to reverse stock split in February 2024 (in Shares)	60,848
Stock based compensation		236,062			236,062
Comprehensive income (loss):
Net income				(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
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
Comprehensive income (loss):
Net income					(1,057,963)
Other comprehensive income					(14,401)
Balance ending at Jun. 30, 2024	$ 95	130,899,278	(2,915,740)	(128,401,620)	(417,987)
Balance ending (in Shares) at Jun. 30, 2024	941,590
Balance beginning at Mar. 31, 2024	$ 86	130,353,728	(2,894,879)	(128,413,401)	(954,466)
Balance beginning (in Shares) at Mar. 31, 2024	852,772
Shares issued for settlement of liabilities	$ 9	523,242			523,251
Shares issued for settlement of liabilities (in Shares)	88,818
Stock based compensation		22,308			22,308
Comprehensive income (loss):
Net income				11,781	11,781
Other comprehensive income			(20,861)		(20,861)
Balance ending at Jun. 30, 2024	$ 95	$ 130,899,278	$ (2,915,740)	$ (128,401,620)	$ (417,987)
Balance ending (in Shares) at Jun. 30, 2024	941,590

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash Flows from Operating Activities
Net Loss	$ (1,057,963)	$ (8,442,247)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation
Amortization of stock options and restricted stock units	258,370	1,108,731
Depreciation and amortization	47,557	50,322
Change in fair value of derivative liabilities	(58)	(67,740)
Gain loss on settlement of liabilities	(156,928)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	1,236,580	1,064,604
Accounts payable	654,156	(1,029,636)
Accounts payable - related parties	(679,407)	53,257
Accrued expenses	(716,069)	186,447
Accrued expenses – related parties	107,515	89,529
Total adjustments	751,716	1,455,514
Net Cash Used In Operating Activities	(306,247)	(6,986,733)
Cash Flows from Financing Activities
Proceeds from exercise of pre-funded warrants from the Amendment to August 2023 Offering	489
Proceeds from sale of April 2023 Offering stock and warrants		2,999,882
Proceeds from exercise of April 2023 Offering pre-funded warrants		117
Payment of offering costs in connection with April 2023 Offering stock and warrants		(279,994)
Repayment of loans payable	(529,791)	(727,542)
Net cash provided by (used in) financing activities	(529,302)	1,992,463
Effect of Exchange Rate Changes on Cash	6,038	32,766
Net Decrease In Cash	(829,511)	(4,961,504)
Cash – Beginning of Period	1,975,799	6,970,110
Cash – End of Period	1,146,288	2,008,606
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for income taxes
Cash paid during the period for interest expense	12,078	14,518
Non cash investing and financing activities
Common stock issued for settlement of liabilities	$ 523,251

Business Organization and Natur

Business Organization and Nature of Operations	6 Months Ended
	Jun. 30, 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 and CBR Pharma was incorporated on March 8, 2018, under the provisions of the British Corporation Act of British Columbia. 180 LP was formed as a limited partnership on September 6, 2013, in Delaware. 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. The Company has not made progress on 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	6 Months Ended
	Jun. 30, 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 June 30, 2024, the Company had an accumulated deficit of $128,401,620 and a working capital deficit of $1,668,637, and for the six months ended June 30, 2024, a net loss of $1,057,963 and cash used in operating activities of $306,247. 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. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is defined as within one year after the date that the consolidated financial statements are issued. 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	6 Months Ended
	Jun. 30, 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 three and six months ended June 30, 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 research and development (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”) (1.265 and 1.273 GBP to 1 US dollar, each as of June 30, 2024 and December 31, 2023, respectively) for balance sheet accounts, while expense accounts are translated at the weighted average exchange rate for the period (1.262 and 1.2520 GBP to 1 US dollar for each of the three months ended June 30, 2024 and 2023, respectively, and 1.265 and 1. 2335 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 June 30, 2024 and 2023, the Company recorded other comprehensive loss of $20,861 and $15,267, respectively, as a result of foreign currency translation adjustments. During the six months ended June 30, 2024 and 2023, the Company recorded other comprehensive loss of $14,401 and $14,604, 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 ($1,467) and ($350) of foreign currency transaction losses for the three and six months ended June 30, 2024, respectively, and recognized $1,467 and $350 of foreign currency transaction losses for the three and six months ended June 30, 2023, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive (loss) income. 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. 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	6 Months Ended
	Jun. 30, 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 June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Insurance $ 766,324 $ 934,990 Research and development expense tax credit receivable - 440,161 Professional fees 424,919 279,039 Value-added tax receivable 9,959 9,917 $ 1,201,202 $ 1,664,107

Accrued Expenses

Accrued Expenses	6 Months Ended
	Jun. 30, 2024
Accrued Expenses [Abstract]
ACCRUED EXPENSES	NOTE 5 - ACCRUED EXPENSES Accrued expenses consist of the following as of June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Consulting fees $ 86,887 $ 645,081 Professional fees - 184,846 Litigation accrual - 49,999 Employee and director compensation 99,125 530,383 Research and development fees 311,588 378,683 Interest 53,470 70,923 Other 8,663 9,899 $ 559,733 $ 1,869,814 During the six months ended June 30, 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	6 Months Ended
	Jun. 30, 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 Change in fair value of derivative liabilities (249 ) - - - (249 ) Balance as of June 30, 2024 $ - $ - $ - $ - $ - (1) There are 15,132 shares underlying the Public SPAC warrants, 12,563 shares underlying the Private SPAC warrants, 6,748 shares underlying the PIPE warrants and 234 shares underlying the Other warrants outstanding as of June 30, 2024. The fair value of the derivative liabilities as of June 30, 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: June 30, Risk-free interest rate 4.63% - 5.50 % Expected term in years 0.34 – 1.90 Expected volatility 90.0% - 130.0 % 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	6 Months Ended
	Jun. 30, 2024
Loans Payable [Abstract]
LOANS PAYABLE	NOTE 7 - LOANS PAYABLE Loans Payable The following table summarizes the activity of loans payable during the six months ended June 30, 2024: Principal Principal Principal Noncash Effects Principal Bounce Back Loan Scheme $ 32,818 $ - $ (6,518 ) $ - $ (212 ) $ 26,088 First Insurance - 2023 785,150 (523,434 ) - - 261,716 Other loans payable 236,092 - (81,720 ) 109 154,481 Total loans payable $ 1,054,060 $ 77,702 $ (529,952 ) $ (131,720 ) $ (103 ) $ 442,285 Less: loans payable – current portion 1,034,124 428,996 Loans payable – noncurrent portion $ 19,936 $ 13,289 For the three months ended June 30, 2024 and 2023, the Company recognized interest expense associated with loans payable of $11,360 and $11,606, respectively. For the six months ended June 30, 2024 and 2023, the Company recognized interest expense associated with loans payable of $27,162 and $23,162, respectively, and interest income — related parties associated with loans payable of $0 and $0, respectively. During the six months ended June 30, 2024, the Company settled $25,171 of interest expense related to loans payable. As of June 30, 2024 and December 31, 2023, the Company had accrued interest associated with loans payable of $74,324 and $70,923, respectively. In June 2024, the Company cancelled the insurance policy with First Insurance. The Company expects to receive premiums to be returned to the Company to retire the note payable. The Company entered into a new replacement policy effective June 14, 2024, and entered into a financing agreement related to the new policy for $777,702 in July 2024.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 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 June 30, 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 multiple causes of action against Dr. Krauss and/or the KBL Affiliates, 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 action. On October 5, 2021, Dr. Krauss and the KBL Affiliates filed an Answer, Counterclaims and Third-Party Complaint against the Company and twelve individuals who are, or were, directors and/or officers of the Company , i.e On June 25, 2024, Dr. Krauss filed a Motion for partial summary judgment on her claim that the Company failed to register her shares. The Company has not yet responded to such Motion, and no hearing date has yet been set. Discovery has not yet commenced in the case. The Company and the remaining 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 Complaint alleged that the Company is obligated to advance expenses including, attorney’s fees, to Dr. Krauss for the costs of defending against an SEC investigation and Subpoenas, and that the Company is also required to reimburse Dr. Krauss for the costs of bringing this lawsuit against the Company. On September 3, 2021, Dr. Krauss filed an Amended Complaint which further alleged that Dr. Krauss is also allegedly entitled to advancement by the Company of her expenses, including attorney’s fees, for the costs of defending against the Third-Party Complaint in the Tyche action referenced below, and the costs of defending against the Company’s own Complaint against Dr. Krauss as described above. On or about September 23, 2021, the Company filed its Answer to the Amended Complaint in which the Company denied each of Dr. Krauss’ claims and raised numerous affirmative defenses. 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. On March 7, 2022, the Court issued a decision denying the Motion in part and granting it in part. The Court then issued an Order implementing such decision on March 29, 2022. The parties subsequently engaged in proceedings as set forth in that Order, and the Company was required to pay a portion of those fees while objecting to the remaining portion of disputed fees. On October 10, 2022 and January 18, 2023, Dr. Krauss filed applications to compel the Company to pay the full amount of fees requested by Dr. Krauss for May-October 2022, and to modify the Court’s Order. On May 3, 2023, the Court issued an Order granting both of Dr. Krauss’s Applications for payment of attorney’s fees totaling $714,557, which amount was 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 issued by AmTrust International Underwriters, as referenced below. 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”), and claimed that Tyche’s breach of the Subject Guarantee caused the Company damages in the amount of at least $6,776,686. 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. 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 August 25, 2022, the Court granted the Company’s Motion to Dismiss each of the Individual Company Defendants, and also three of the four Counterclaims brought against the Company, leaving only Tyche’s declaratory relief claim. 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, however, the Court summarily denied such Motion on January 3, 2023. Although Tyche subsequently filed a Notice of Appeal as to that denial, on May 4, 2023, the Appellate Court unanimously affirmed 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. In hearings held on September 11 and 19, 2023, 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. Tyche filed a Notice of Appeal as to the Court’s ruling. On June 30, 2024, the Company entered into a written Settlement Agreement with Tyche and Ronald Bauer & Samantha Bauer to fully resolve this action with Tyche and the Bauer action referenced below. The Settlement Agreement has been fully signed, and the parties are currently engaged in performing its terms, which include, among other things, transfer to the Company of Tyche’s shares of the Company’s stock in escrow, transfer to the Company of shares of the Company’s stock held by Theseus Capital Ltd. and Astatine Capital Ltd., forgiveness of loans to the Company by the Bauer Defendants, exoneration of the Company’s $50,000 bond in the Tyche action, complete mutual releases of all claims and counterclaims in both actions, and dismissal of both the Tyche action and the Bauer action in their entireties. As a result of forgiveness of loans payable to the Bauer Defendants totaling $81,720, and accrued interest of $25,171, as well as release of the Company’s $50,000 bond, the Company recognized a gain of $156,891 during the three months ended June 30, 2024, included in Gain on Settlement of Liabilities on the consolidated statement of operations and comprehensive income. 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 Complaint claims that the Bauer Defendants misappropriated funds and stock shares, engaged in unauthorized stock sales, and obtained improper travel expenses. The Bauer Defendants filed a Response denying the Civil Claim Complaint of the Company on May 6, 2022. On June 30, 2024, the Company Plaintiffs, Tyche and the Bauer Defendants entered into the Settlement Agreement described above, which fully resolves this 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 a declaration that AmTrust is not obligated to reimburse the Company for fees advanced by the Company to Dr. Krauss and George Hornig under the directors’ and officers’ insurance policy. 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 insurance policy, seeking at least $2 million in compensatory damages, and 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 has 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 and, on April 21, 2023, the Court issued an Order Granting in Part and Denying in Part the Company’s Motion. This Order essentially ruled in favor of the Company on nearly all of the issues in the case, but found there were still issues of disputed facts as to the Change in Control exclusion contained within the policies, which precluded the Court from granting the remainder of the Company’s requests for summary adjudication as a matter of law. On August 4, 2023, the Court granted the Company’s request to file a second motion for partial summary judgment, this one being on the issue of whether AmTrust should be required to advance to the Company the defense costs being incurred by Dr. Krauss and Mr. Hornig during the pendency of the case. On February 12, 2024, the Court granted the Company’s Motion and ordered that: (a) AmTrust is obligated under its insurance policy 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 the 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. 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. On April 16, 2024, AmTrust paid the Company $2.27 million in reimbursement of fees which the Company had advanced to Dr. Krauss and Mr. Hornig, of which the Company received $1,512,711 after the payment of attorney’s fees. On May 9, 2024, AmTrust paid the Company a further $300,140 in reimbursement of fees advanced by the Company, of which the Company received $200,093 after the payment of attorney’s fees. The total of $1,712,804 is included in other income on the Company’s unaudited consolidated statements of operations and comprehensive income. 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. Other Commitments 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. 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. As a result of the separation, the Company had a total of $237,748 of accrued expenses owed to Dr. Woody waived in full, realizing a gain of $132,498 during the three months ended June 30, 2024, which is included in additional paid-in capital on the consolidated statement of stockholders’ equity (deficit) due to the related party nature of the settlement. 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. As a result of the separation, the Company had a total of $53,365 of accrued expenses owed to Dr. Rothbard waived in full, realizing a gain of $53,165 during the three months ended June 30, 2024, which is included in additional paid-in capital on the consolidated statement of stockholders’ equity (deficit) due to the related party nature of the settlement . 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 Dr. 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

Stockholders_ (Deficit) Equity

Stockholders’ (Deficit) Equity	6 Months Ended
	Jun. 30, 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 a reverse stock split of the Company’s common stock at a ratio of 1-for-19 (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), and the number of shares of common stock issuable upon exercise of warrants were proportionately adjusted, using the 1-for-19 ratio. In addition, the exercise price for each outstanding stock option and warrant was 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. 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 a total of $112,024 in accrued board of director fees. The Company recognized a loss on the issuance of $9,230, included in additional paid-in capital on the consolidated statement of stockholders’ equity (deficit). The shares were issued under the Company’s Second Amended and Restated 2022 Omnibus Incentive Plan. 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 “Equity 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 Equity 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 Equity 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 Equity 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 Equity Rule. On May 17, 2024, the Company requested an appeal of the Staff’s delisting determination, and on May 20, 2024, the Staff advised the Company that the delisting action referenced in the Staff’s determination letter has been stayed, pending a final written decision by the Nasdaq Hearings Panel (“ Panel he Company’s request for additional time to achieve compliance with Nasdaq’s continued listing rules and demonstrate long-term compliance with the Equity Rule. Specifically, the Hearings Panel has agreed to provide the Company until September 30, 2024 to regain compliance with the Equity Rule and to allow the continued listing of the Company’s common stock and warrants on The Nasdaq Stock Market through such date, subject to the Company’s compliance with the Equity Rule on or prior to such date. Notwithstanding the foregoing, there can be no assurance that the Company will be able to meet the deadlines or conditions imposed by the Panel, or regain compliance with all applicable requirements for continued listing. Additionally, the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review any Hearing Panel decision within 45 calendar days after issuance of the written decision. If the Listing Council determines to review the Hearing Panel’s decision, it may affirm, modify, reverse, dismiss or remand the decision to the Panel. The Company is continuing to work towards completing the necessary transactions in an effort to achieve compliance with the Equity 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. 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”), and (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”). 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. 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”). The Existing Common Warrants have an exercise price equal to $3.23 per share, and will expire on February 16, 2029. During February and March 2024, all of 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 six months ended June 30, 2024 is presented below: Number of Weighted Weighted Intrinsic Outstanding, January 1, 2024 17,788 $ 633.95 9.0 - Granted - - - - Forfeited (4,834 ) - - - Outstanding, June 30, 2024 12,954 $ 633.95 8.2 $ - Exercisable, June 30, 2024 9,411 $ 766.48 8.1 $ - A summary of outstanding and exercisable stock options as of June 30, 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 6.7 4,143 $ 1,501.00 984 7.5 953 $ 516.80 710 7.9 183 $ 12.73 7,103 9.2 5,910 12,954 8.1 11,189 The Company recognized stock-based compensation expense of $22,308 and $258,370 for the three and six months ended June 30, 2024, respectively, related to the amortization of stock options; expense of $20,358 and $234,113 is included within general and administrative expenses on the condensed consolidated statements of operations for the three and six month period and expense of $1,950 and $3,900 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 $551,310 and $1,108,731 for the three and six months ended June 30, 2023, respectively, related to the amortization of stock options and restricted stock shares; expense of $470,703 and $941,406 is included within general and administrative expenses on the condensed consolidated statements of operations for the three and six month periods, respectively, and expense of $80,607 and $167,325 is included within research and development expenses on the condensed consolidated statements of operations for the three and six month periods, respectively. As of June 30, 2024, there was $232,740 of unrecognized stock-based compensation expense related to stock options that will be recognized over the weighted average remaining vesting period of 1.4 years. Warrants A summary of the common stock underlying the warrants activity (including both liability and equity classified instruments) during the six months ended June 30, 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, June 30, 2024 983,473 $ 105.94 4.8 $ - Exercisable, June 30, 2024 983,473 $ 105.94 4.8 - A summary of outstanding and exercisable common stock underlying the warrants as of June 30, 2024 is presented below: Common Stock Underlying Warrants Outstanding Common Stock Underlying Warrants Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 1,900.00 6,748 1.4 6,748 $ 2,006.40 168 0.8 168 $ 2,686.60 66 0.1 66 $ 2,850.00 6,579 2.1 6,579 $ 4,370.00 15,794 1.4 15,794 $3.23 954,118 4.6 954,118 983,473 4.5 983,473

Related Parties

Related Parties	6 Months Ended
	Jun. 30, 2024
Related Parties [Abstract]
RELATED PARTIES	NOTE 10 - RELATED PARTIES Accounts Payable – Related Parties Accounts payable - related parties were $364,645 and $266,009 as of June 30, 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 $107,515 and $0 Research and Development Expenses - Related Parties Research and Development Expenses – Related Parties of $133,665 and $131,463 during the three months ended June 30, 2024 and 2023, respectively, and $304,207 and $348,147 during the six months ended June 30, 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	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 - SUBSEQUENT EVENTS On July 19, 2024, the Company issued a total of 28,014 shares of common stock to two consultants in settlement of approximately $96,000 of accounts payable in consideration for services rendered. The shares were issued under the Company’s Second Amended and Restated 2022 Omnibus Incentive Plan. On July 23, 2024, the Company announced that it received notice from the Nasdaq Listing Qualifications Panel of The Nasdaq Stock Market LLC that the Hearings Panel has granted the Company’s request for additional time to achieve compliance with Nasdaq’s continued listing rules and demonstrate long-term compliance with the Equity Rule Specifically, the Hearings Panel has agreed to provide the Company until September 30, 2024 to regain compliance with the Equity Rule and to allow the continued listing of the Company’s common stock and warrants on The Nasdaq Stock Market through such date, subject to the Company’s compliance with the Equity Rule on or prior to such date.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 11,781	$ (1,069,744)	$ (3,680,169)	$ (4,762,078)	$ (1,057,963)	$ (8,442,247)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 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)	6 Months Ended
	Jun. 30, 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 three and six months ended June 30, 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 research and development (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”) (1.265 and 1.273 GBP to 1 US dollar, each as of June 30, 2024 and December 31, 2023, respectively) for balance sheet accounts, while expense accounts are translated at the weighted average exchange rate for the period (1.262 and 1.2520 GBP to 1 US dollar for each of the three months ended June 30, 2024 and 2023, respectively, and 1.265 and 1. 2335 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 June 30, 2024 and 2023, the Company recorded other comprehensive loss of $20,861 and $15,267, respectively, as a result of foreign currency translation adjustments. During the six months ended June 30, 2024 and 2023, the Company recorded other comprehensive loss of $14,401 and $14,604, 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 ($1,467) and ($350) of foreign currency transaction losses for the three and six months ended June 30, 2024, respectively, and recognized $1,467 and $350 of foreign currency transaction losses for the three and six months ended June 30, 2023, respectively. Such amounts have been classified within general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive (loss) income.
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.
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)	6 Months Ended
	Jun. 30, 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 June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Insurance $ 766,324 $ 934,990 Research and development expense tax credit receivable - 440,161 Professional fees 424,919 279,039 Value-added tax receivable 9,959 9,917 $ 1,201,202 $ 1,664,107

Accrued Expenses (Tables)

Accrued Expenses (Tables)	6 Months Ended
	Jun. 30, 2024
Accrued Expenses [Abstract]
Schedule of Accrued Expenses	Accrued expenses consist of the following as of June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Consulting fees $ 86,887 $ 645,081 Professional fees - 184,846 Litigation accrual - 49,999 Employee and director compensation 99,125 530,383 Research and development fees 311,588 378,683 Interest 53,470 70,923 Other 8,663 9,899 $ 559,733 $ 1,869,814

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	6 Months Ended
	Jun. 30, 2024
Derivative Liabilities [Abstract]
Schedule of Measured at Fair Value on a Recurring Basis	The following table sets forth a summary of the changes in the fair value of derivative liabilities 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 Change in fair value of derivative liabilities (249 ) - - - (249 ) Balance as of June 30, 2024 $ - $ - $ - $ - $ - (1) There are 15,132 shares underlying the Public SPAC warrants, 12,563 shares underlying the Private SPAC warrants, 6,748 shares underlying the PIPE warrants and 234 shares underlying the Other warrants outstanding as of June 30, 2024.
Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities	The fair value of the derivative liabilities as of June 30, 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: June 30, Risk-free interest rate 4.63% - 5.50 % Expected term in years 0.34 – 1.90 Expected volatility 90.0% - 130.0 % 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)	6 Months Ended
	Jun. 30, 2024
Loans Payable [Abstract]
Schedule of Loans Payable	The following table summarizes the activity of loans payable during the six months ended June 30, 2024: Principal Principal Principal Noncash Effects Principal Bounce Back Loan Scheme $ 32,818 $ - $ (6,518 ) $ - $ (212 ) $ 26,088 First Insurance - 2023 785,150 (523,434 ) - - 261,716 Other loans payable 236,092 - (81,720 ) 109 154,481 Total loans payable $ 1,054,060 $ 77,702 $ (529,952 ) $ (131,720 ) $ (103 ) $ 442,285 Less: loans payable – current portion 1,034,124 428,996 Loans payable – noncurrent portion $ 19,936 $ 13,289

Stockholders_ (Deficit) Equity

Stockholders’ (Deficit) Equity (Tables)	6 Months Ended
	Jun. 30, 2024
Stockholders’ (Deficit) Equity [Abstract]
Schedule of Warrant Activity	A summary of the option activity during the six months ended June 30, 2024 is presented below: Number of Weighted Weighted Intrinsic Outstanding, January 1, 2024 17,788 $ 633.95 9.0 - Granted - - - - Forfeited (4,834 ) - - - Outstanding, June 30, 2024 12,954 $ 633.95 8.2 $ - Exercisable, June 30, 2024 9,411 $ 766.48 8.1 $ -
Schedule of Outstanding and Exercisable Stock Options	A summary of outstanding and exercisable stock options as of June 30, 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 6.7 4,143 $ 1,501.00 984 7.5 953 $ 516.80 710 7.9 183 $ 12.73 7,103 9.2 5,910 12,954 8.1 11,189 Common Stock Underlying Warrants Outstanding Common Stock Underlying Warrants Weighted Average Exercise Number of Remaining Number of Price Shares Life in Years Shares $ 1,900.00 6,748 1.4 6,748 $ 2,006.40 168 0.8 168 $ 2,686.60 66 0.1 66 $ 2,850.00 6,579 2.1 6,579 $ 4,370.00 15,794 1.4 15,794 $3.23 954,118 4.6 954,118 983,473 4.5 983,473
Schedule of Warrant Activity	A summary of the common stock underlying the warrants activity (including both liability and equity classified instruments) during the six months ended June 30, 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, June 30, 2024 983,473 $ 105.94 4.8 $ - Exercisable, June 30, 2024 983,473 $ 105.94 4.8 -

Business Organization and Nat_2

Business Organization and Nature of Operations (Details)	6 Months Ended
	Jun. 30, 2024
Business Organization and Nature of Operations [Abstract]
Condition for future business combination number of businesses minimum	1
Date of incorporation	Sep. 07, 2016

Going Concern and Management'_2

Going Concern and Management's Plans (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Going Concern and Management’s Plans [Abstract]
Accumulated deficit	$ (128,401,620)				$ (128,401,620)		$ (127,343,657)
Working capital deficit	1,668,637				1,668,637
Net Income (Loss)	$ 11,781	$ (1,069,744)	$ (3,680,169)	$ (4,762,078)	(1,057,963)	$ (8,442,247)
Cash used in operating activities					$ (306,247)	$ (6,986,733)

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Comprehensive (loss) of foreign currency translation adjustment (in Dollars)	$ (20,861)	$ (15,267)	$ (14,401)	$ (14,604)
Currency of subsidiaries (in Dollars)	$ 1,467	$ 1,467	$ 350	$ 350
British pound [Member]
Summary of Significant Accounting Policies [Line Items]
Foreign currency exchange rate	1.265		1.265		1.273
Weighted average exchange rate	1.262	1.252	1.265	1.2335
US dollar [Member]
Summary of Significant Accounting Policies [Line Items]
Foreign currency exchange rate	1		1		1
Weighted average exchange rate	1	1	1	1

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Insurance	$ 766,324	$ 934,990
Research and development expense tax credit receivable		440,161
Professional fees	424,919	279,039
Value-added tax receivable	9,959	9,917
Prepaid expenses and other current assets, total	$ 1,201,202	$ 1,664,107

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Accrued Expenses [Line Items]
Accrued liabilities	$ (716,069)	$ 186,447
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 ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Accrued Expenses [Abstract]
Consulting fees	$ 86,887	$ 645,081
Professional fees		184,846
Litigation accrual		49,999
Employee and director compensation	99,125	530,383
Research and development fees	311,588	378,683
Interest	53,470	70,923
Other	8,663	9,899
Total	$ 559,733	$ 1,869,814

Derivative Liabilities (Details

Derivative Liabilities (Details)	Jun. 30, 2024 shares
Public SPAC Warrants [Member]
Derivative Liabilities [Line Items]
Warrants	15,132
Private SPAC Warrants [Member]
Derivative Liabilities [Line Items]
Warrants	12,563
PIPE 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 - USD ($)		3 Months Ended			6 Months Ended
		Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Measured at Fair Value on a Recurring Basis [Line Items]
Beginning balance		$ 249	$ 58		$ 58
Ending balance			249
Change in fair value of derivative liabilities		(249)	191	$ (14,417)	(58)	$ (67,740)
Public SPAC Warrants [Member]
Schedule of Measured at Fair Value on a Recurring Basis [Line Items]
Beginning balance	[1]	249	58		58
Ending balance	[1]		249
Change in fair value of derivative liabilities	[1]	(249)	191
Private SPAC Warrants [Member]
Schedule of Measured at Fair Value on a Recurring Basis [Line Items]
Beginning balance	[1]
Ending balance	[1]
Change in fair value of derivative liabilities	[1]
PIPE Warrants [Member]
Schedule of Measured at Fair Value on a Recurring Basis [Line Items]
Beginning balance	[1]
Ending balance	[1]
Change in fair value of derivative liabilities	[1]
Other Warrants [Member]
Schedule of Measured at Fair Value on a Recurring Basis [Line Items]
Beginning balance	[1]
Ending balance	[1]
Change in fair value of derivative liabilities	[1]
[1] There are 15,132 shares underlying the Public SPAC warrants, 12,563 shares underlying the Private SPAC warrants, 6,748 shares underlying the PIPE warrants and 234 shares underlying the Other warrants outstanding as of June 30, 2024.

Derivative Liabilities (Detai_3

Derivative Liabilities (Details) - Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities	Jun. 30, 2024	Dec. 31, 2023
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
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	5.5	5.5
Expected Term in Years [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
Expected Term in Years [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
Expected Volatility [Member] | Minimum [Member]
Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities [Line Items]
Derivative liabilities inputs	90	100
Expected Volatility [Member] | Maximum [Member]
Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities [Line Items]
Derivative liabilities inputs	130	110
Expected Dividends [Member] | Minimum [Member]
Schedule of Assumptions Used to Determine the Values of Level 3 Derivative Liabilities [Line Items]
Derivative liabilities inputs	0	0
Expected Dividends [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		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 14, 2024	Dec. 31, 2023
Loans Payable (Details) [Line Items]
Interest expense	$ 11,360	$ 11,606	$ 27,162	$ 23,162
Interest income related parties			0	$ 0
Accrued interest	$ 74,324		74,324			$ 70,923
Financing agreement					$ 777,702
Loans Payable [Member]
Loans Payable (Details) [Line Items]
Interest expense			$ 25,171

Loans Payable (Details) - Sched

Loans Payable (Details) - Schedule of Loans Payable	6 Months Ended
	Jun. 30, 2024 USD ($)
Schedule of Loans Payable [Line Items]
Principal balance beginning	$ 1,054,060
Principal additions	77,702
Principal repayments in cash	(529,952)
Noncash settlement	(131,720)
Effects of foreign exchange rates	(103)
Principal balance ending	442,285
Less: loans payable – current portion	1,034,124
Less: loans payable – current portion	428,996
Loans payable – noncurrent portion	19,936
Loans payable – noncurrent portion	13,289
Bounce Back Loan Scheme [Member]
Schedule of Loans Payable [Line Items]
Principal balance beginning	32,818
Principal additions
Principal repayments in cash	(6,518)
Noncash settlement
Effects of foreign exchange rates	(212)
Principal balance ending	26,088
First Insurance - 2023 [Member]
Schedule of Loans Payable [Line Items]
Principal balance beginning	785,150
Principal repayments in cash	(523,434)
Noncash settlement
Effects of foreign exchange rates
Principal balance ending	261,716
Other loans payable [Member]
Schedule of Loans Payable [Line Items]
Principal balance beginning	236,092
Principal additions
Principal repayments in cash
Noncash settlement	(81,720)
Effects of foreign exchange rates	109
Principal balance ending	$ 154,481

Commitments and Contingencies (

Commitments and Contingencies (Details) - Part-1 - USD ($)					1 Months Ended	3 Months Ended		6 Months Ended
	May 07, 2024	May 03, 2023	Sep. 20, 2022	Sep. 01, 2021	Feb. 24, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Commitments and Contingencies [Line Items]
Compensatory damages in excess				$ 11,286,570
Payment of attorney’s fees totaling		$ 714,557
Damages amount								$ 6,776,686
Commitments combined amount			$ 2,000,000					50,000
Bauer defendants total						$ 442,285		442,285		$ 1,054,060
Accrued interest						25,171		25,171
Bond								50,000
Gain on settlement of liabilities	$ 175,313					156,928		156,928
Dr. Krauss [Member]
Commitments and Contingencies [Line Items]
Promissory note principal amount					$ 371,178
Additional amount					$ 300,000
Forgiveness of loans payable [Member]
Commitments and Contingencies [Line Items]
Bauer defendants total						81,720		$ 81,720
Gain on settlement of liabilities						$ 156,891

Commitments and Contingencies_2

Commitments and Contingencies (Details) - Part-2							3 Months Ended		6 Months Ended
	May 09, 2024 USD ($)	May 07, 2024 USD ($)	Apr. 16, 2024 USD ($)	Jan. 01, 2024 USD ($)	Jan. 01, 2024 GBP (£)	Sep. 20, 2022 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Commitments and Contingencies [Line Items]
Commitments combined amount						$ 2,000,000			$ 50,000
Other income			$ 1,712,804				$ 1,712,702		2,752,066
Funding subsequent				$ 5,000,000
Cash							1,146,288		$ 1,146,288		$ 1,975,799
Vested shares (in Shares) | shares									25,000
Bonus		$ 250,000
Corporate transaction									$ 5,000,000
Accrued expenses		175,313
Gain on settlement of liabilities		175,313					156,928		156,928
General consulting services		150
Compensation payable		0
Consideration for services		216,000
Termination amount							$ 75,000		$ 75,000
Fee payments		15,000
Corporate Transaction [Member]
Commitments and Contingencies [Line Items]
Ownership of aggregate interest							50.10%		50.10%
Mr. Jordan [Member]
Commitments and Contingencies [Line Items]
Ownership of aggregate interest							100%		100%
Cash [Member]
Commitments and Contingencies [Line Items]
Cash							$ 50,000		$ 50,000
Dr. Krauss and Mr. Hornig [Member]
Commitments and Contingencies [Line Items]
Reimbursement of fees			2,270,000
Received amount after the payment of attorney’s fees	$ 200,093		$ 1,512,711
Advance payment of reimbursement fee	$ 300,140
Dr. Woody and Dr. Rothbard [Member]
Commitments and Contingencies [Line Items]
Amended employment agreement percent				50%	50%
Reduction of the base salaries				$ 245,000
Dr. Rothbard [Member]
Commitments and Contingencies [Line Items]
Reduction of the base salaries				100,000
Salary reductions				8,333
Cash							200		200
Accrued expenses							53,365		$ 53,365
Gain on settlement of liabilities							53,165
Dr. Woody [Member]
Commitments and Contingencies [Line Items]
Salary reductions				$ 20,416
Vested shares (in Shares) | shares									25,000
Bonus							50,000		$ 50,000
Accrued expenses							237,748		$ 237,748
Gain on settlement of liabilities							$ 132,498
Dr. Steinman [Member]
Commitments and Contingencies [Line Items]
Amended employment agreement percent				100%	100%
Reduction of the base salaries				$ 0
Salary reductions				$ 225,000
Sir Feldmann [Member]
Commitments and Contingencies [Line Items]
Salary reductions | £					£ 170,000
Director [Member]
Commitments and Contingencies [Line Items]
Fee payments		50,000
Board of Directors Chairman [Member]
Commitments and Contingencies [Line Items]
Fee payments		15,000
Chairman of the Strategic and Alternatives Committee [Member]
Commitments and Contingencies [Line Items]
Fee payments		$ 25,000

Stockholders_ (Deficit) Equit_2

Stockholders’ (Deficit) Equity (Details) - USD ($)

3 Months Ended

6 Months Ended

May 13, 2024

Apr. 23, 2024

Mar. 31, 2024

Nov. 28, 2023

Sep. 07, 2023

Aug. 09, 2023

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Feb. 29, 2024

Feb. 16, 2024

Dec. 31, 2023

Aug. 31, 2023

Apr. 30, 2023

Dec. 31, 2022

Jul. 31, 2022

Stockholders’ (Deficit) Equity [Line Items]

Common stock shares (in Shares)

941,590

941,590

534,719

Aggregate shares of common stock (in Shares)

35,102

Pre-funded warrants (in Shares)

257,205

Common stock warrants to purchase (in Shares)

477,058

Purchase price per share (in Dollars per share)

$ 12.35

Net proceeds

$ 2,700,000

Additional paid in capital

$ 300,000

$ 130,899,278

$ 130,899,278

$ 130,117,209

Purchaser agreed to pay

$ 830,769

Warrants exercise price (in Dollars per share)

$ 3.23

Stock-based compensation expense

22,308

$ 551,310

258,370

$ 1,108,731

General and administrative expenses

80,607

167,325

Unrecognized stock-based compensation expense

232,740

$ 232,740

Recognized over the weighted average remaining vesting period

1 year 4 months 24 days

August 2023 Pre-Funded Warrants [Member]

Stockholders’ (Deficit) Equity [Line Items]

Pre-funded warrants (in Shares)

207,814

August 2023 Common Warrants [Member]

Stockholders’ (Deficit) Equity [Line Items]

Common stock warrants to purchase (in Shares)

242,915

Warrant [Member]

Stockholders’ (Deficit) Equity [Line Items]

Aggregate gross proceeds

$ 2,999,606

Maximum [Member]

Stockholders’ (Deficit) Equity [Line Items]

Shares issued under the plan (in Shares)

24,736

Minimum [Member]

Stockholders’ (Deficit) Equity [Line Items]

Shares issued under the plan (in Shares)

223,679

Common Stock [Member]

Stockholders’ (Deficit) Equity [Line Items]

Share price (in Dollars per share)

$ 0.0001

General and Administrative Expenses [Member]

Stockholders’ (Deficit) Equity [Line Items]

Stock-based compensation expense

20,358

$ 470,703

$ 234,113

$ 941,406

Research and Development Expense [Member]

Stockholders’ (Deficit) Equity [Line Items]

Stock-based compensation expense

$ 1,950

$ 3,900

Amendment to the August 2023 Offering [Member]

Stockholders’ (Deficit) Equity [Line Items]

Warrants exercise price (in Dollars per share)

$ 0.0019

Class K Special Voting Shares [Member]

Stockholders’ (Deficit) Equity [Line Items]

Number of shares (in Shares)

14

Former Board [Member]

Stockholders’ (Deficit) Equity [Line Items]

Common stock shares (in Shares)

63,818

Compensate accrued board of director fees

$ 112,024

Recognized loss

$ 9,230

Nasdaq Capital Market [Member]

Stockholders’ (Deficit) Equity [Line Items]

Stockholders’ equity

$ 2,500,000

Director [Member]

Stockholders’ (Deficit) Equity [Line Items]

Granted options for purchase of shares (in Shares)

2,500,000

Common Stock [Member] | Class K Special Voting Shares [Member]

Stockholders’ (Deficit) Equity [Line Items]

Number of shares (in Shares)

14

Amendment to August 2023 Offering [Member]

Stockholders’ (Deficit) Equity [Line Items]

Common stock shares (in Shares)

257,205

257,205

242,915

82,668

135,339

16,138

Offering were exercised

$ 489

Amendment to August 2023 Offering [Member] | Warrants to Purchase Common Stock [Member]

Stockholders’ (Deficit) Equity [Line Items]

Warrants exercise price (in Dollars per share)

$ 3.23

$ 3.23

Stockholders_ (Deficit) Equit_3

Stockholders’ (Deficit) Equity (Details) - Schedule of Option Activity - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Schedule of Option Activity [Abstract]
Number of Options, Outstanding balance		17,788
Weighted Average Exercise Price, Outstanding balance		$ 633.95
Weighted Average Remaining Term (in Years), Outstanding balance	8 years 2 months 12 days	9 years
Intrinsic Value, Outstanding balance
Number of Options, Exercisable	9,411
Weighted Average Exercise Price, Exercisable	$ 766.48
Weighted Average Remaining Term (in Years), Exercisable	8 years 1 month 6 days
Intrinsic Value, Exercisable
Number of Options, Granted
Weighted Average Exercise Price, Granted
Intrinsic Value, Granted
Number of Options, Forfeited	(4,834)
Weighted Average Exercise Price, Forfeited
Intrinsic Value, Forfeited
Number of Options, Outstanding balance	12,954
Weighted Average Exercise Price, Outstanding balance	$ 633.95
Intrinsic Value, Outstanding balance

Stockholders_ (Deficit) Equit_4

Stockholders’ (Deficit) Equity (Details) - Schedule of Outstanding and Exercisable Stock Options	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Stock Option [Member]
Schedule of Outstanding and Exercisable Stock Options [Line Items]
Exercisable stock options outstanding, Number of shares	12,954
Exercisable stock options exercisable, Average Remaining Life in Years	8 years 1 month 6 days
Exercisable stock options exercisable, Number of shares	11,189
Warrant [Member]
Schedule of Outstanding and Exercisable Stock Options [Line Items]
Exercisable stock options outstanding, Number of shares	983,473
Exercisable stock options exercisable, Average Remaining Life in Years	4 years 6 months
Exercisable stock options exercisable, Number of shares	983,473
Stock Options [Member] | Stock Option [Member]
Schedule of Outstanding and Exercisable Stock Options [Line Items]
Exercisable stock options outstanding, Exercise Price (in Dollars per share) | $ / shares	$ 1,683.4
Exercisable stock options outstanding, Number of shares	4,157
Exercisable stock options exercisable, Average Remaining Life in Years	6 years 8 months 12 days
Exercisable stock options exercisable, Number of shares	4,143
Stock Options One [Member] | Stock Option [Member]
Schedule of Outstanding and Exercisable Stock Options [Line Items]
Exercisable stock options outstanding, Exercise Price (in Dollars per share) | $ / shares	$ 1,501
Exercisable stock options outstanding, Number of shares	984
Exercisable stock options exercisable, Average Remaining Life in Years	7 years 6 months
Exercisable stock options exercisable, Number of shares	953
Stock Options Two [Member] | Stock Option [Member]
Schedule of Outstanding and Exercisable Stock Options [Line Items]
Exercisable stock options outstanding, Exercise Price (in Dollars per share) | $ / shares	$ 516.8
Exercisable stock options outstanding, Number of shares	710
Exercisable stock options exercisable, Average Remaining Life in Years	7 years 10 months 24 days
Exercisable stock options exercisable, Number of shares	183
Stock Options Three [Member] | Stock Option [Member]
Schedule of Outstanding and Exercisable Stock Options [Line Items]
Exercisable stock options outstanding, Exercise Price (in Dollars per share) | $ / shares	$ 12.73
Exercisable stock options outstanding, Number of shares	7,103
Exercisable stock options exercisable, Average Remaining Life in Years	9 years 2 months 12 days
Exercisable stock options exercisable, Number of shares	5,910
Warrants [Member] | Warrant [Member]
Schedule of Outstanding and Exercisable Stock Options [Line Items]
Exercisable stock options outstanding, Exercise Price (in Dollars per share) | $ / shares	$ 1,900
Exercisable stock options outstanding, Number of shares	6,748
Exercisable stock options exercisable, Average Remaining Life in Years	1 year 4 months 24 days
Exercisable stock options exercisable, Number of shares	6,748
Warrants One [Member] | Warrant [Member]
Schedule of Outstanding and Exercisable Stock Options [Line Items]
Exercisable stock options outstanding, Exercise Price (in Dollars per share) | $ / shares	$ 2,006.4
Exercisable stock options outstanding, Number of shares	168
Exercisable stock options exercisable, Average Remaining Life in Years	9 months 18 days
Exercisable stock options exercisable, Number of shares	168
Warrants Two [Member] | Warrant [Member]
Schedule of Outstanding and Exercisable Stock Options [Line Items]
Exercisable stock options outstanding, Exercise Price (in Dollars per share) | $ / shares	$ 2,686.6
Exercisable stock options outstanding, Number of shares	66
Exercisable stock options exercisable, Average Remaining Life in Years	1 month 6 days
Exercisable stock options exercisable, Number of shares	66
Warrants Three [Member] | Warrant [Member]
Schedule of Outstanding and Exercisable Stock Options [Line Items]
Exercisable stock options outstanding, Exercise Price (in Dollars per share) | $ / shares	$ 2,850
Exercisable stock options outstanding, Number of shares	6,579
Exercisable stock options exercisable, Average Remaining Life in Years	2 years 1 month 6 days
Exercisable stock options exercisable, Number of shares	6,579
Warrants Four [Member] | Warrant [Member]
Schedule of Outstanding and Exercisable Stock Options [Line Items]
Exercisable stock options outstanding, Exercise Price (in Dollars per share) | $ / shares	$ 4,370
Exercisable stock options outstanding, Number of shares	15,794
Exercisable stock options exercisable, Average Remaining Life in Years	1 year 4 months 24 days
Exercisable stock options exercisable, Number of shares	15,794
Warrants Five [Member] | Warrant [Member]
Schedule of Outstanding and Exercisable Stock Options [Line Items]
Exercisable stock options outstanding, Exercise Price (in Dollars per share) | $ / shares	$ 3.23
Exercisable stock options outstanding, Number of shares	954,118
Exercisable stock options exercisable, Average Remaining Life in Years	4 years 7 months 6 days
Exercisable stock options exercisable, Number of shares	954,118

Stockholders_ (Deficit) Equit_5

Stockholders’ (Deficit) Equity (Details) - Schedule of Warrant Activity - Warrant [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Schedule of Warrant Activity [Line Items]
Number of warrants, Outstanding balance		1,240,768
Weighted Average Exercise Price, Outstanding balance		$ 83.98
Weighted Average Remaining Term (in Years), Outstanding balance	4 years 9 months 18 days	5 years 1 month 6 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
Number of warrants, Outstanding balance	983,473
Weighted Average Exercise Price, Outstanding balance	$ 105.94
Intrinsic Value, Outstanding balance

Related Parties (Details)

Related Parties (Details) - Related Party [Member] - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Parties [Line Items]
Accounts payable related parties	$ 364,645		$ 364,645		$ 266,009
Income taxes payable					210,000
Accrued expenses related parties	107,515		107,515
Research and development expenses	$ 133,665	$ 131,463	$ 304,207	$ 348,147
Percentage of investors			10%

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	Jul. 19, 2024 USD ($) shares
Subsequent Events [Line Items]
Common stock shares issued | shares	28,014
Accounts payable | $	$ 96,000