Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 24, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | Aditx Therapeutics, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 14,124,498 | ||
Entity Public Float | $ 20,079,659 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001726711 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-39336 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 10,500,826 | $ 4,090 |
Prepaid expenses | 147,642 | |
ROU asset - short term | 384,685 | |
TOTAL CURRENT ASSETS | 11,033,153 | 4,090 |
Fixed Assets | 798,919 | |
Intangible Assets | 321,000 | |
Deferred offering costs | 119,442 | |
ROU asset - long term | 871,136 | |
Deposits | 72,296 | |
TOTAL ASSETS | 13,096,504 | 123,532 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 241,613 | 1,847,458 |
Accrued compensation to related parties | 962,651 | |
Notes payable - related party | 10,000 | |
Notes payable, net of discount | 155,600 | |
Financing on fixed assets | 587,588 | |
Lease liability - short term | 391,221 | |
Other current assets | 6,536 | |
TOTAL CURRENT LIABILITIES | 1,226,958 | 2,975,709 |
Lease liability - long term | 858,064 | |
TOTAL LIABILITIES | 2,085,022 | 2,975,709 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock, $0.001 par value, 3,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.001 par value, 27,000,000 shares authorized, 13,074,495 and 3,915,900 shares issued and 12,973,692 and 3,821,088 shares outstanding, respectively | 13,078 | 3,916 |
Treasury stock, 100,803 and 94,813 shares, respectively | (201,605) | (189,625) |
Additional paid-in capital | 32,079,187 | 9,063,483 |
Accumulated deficit | (20,879,178) | (11,729,951) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 11,011,482 | (2,852,177) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 13,096,504 | $ 123,532 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 27,000,000 | 27,000,000 |
Common stock, shares issued | 13,074,495 | 3,915,900 |
Common stock, shares outstanding | 12,973,692 | 3,821,088 |
Treasury stock | 100,803 | 94,813 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING EXPENSES | ||
General and administrative expenses, $3,188,840 and $4,221,733 in stock-based compensation | $ 7,852,256 | $ 5,694,806 |
Research and development, includes $0 and $10,000 in stock-based compensation | 937,966 | 175,441 |
Sales and marketing $0 and $0 in stock-based compensation | 81,987 | 551 |
Total Operating Expenses | 8,872,209 | 5,870,798 |
LOSS FROM OPERATIONS | (8,872,209) | (5,870,798) |
OTHER INCOME (EXPENSE) | ||
Interest expense | (10,081) | (1,930) |
Interest income | 563 | |
Gain on forgiveness of debt | 32,500 | 45,000 |
Amortization of debt discount | (300,000) | |
Total Other Income (Expense) | (277,018) | 43,070 |
NET LOSS | $ (9,149,227) | $ (5,827,728) |
Net loss per share - basic and diluted (in Dollars per share) | $ (1.33) | $ (1.52) |
Weighted average number of shares outstanding during the period - basic and diluted (in Shares) | 6,902,696 | 3,830,971 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
General and administrative expenses [Member] | ||
Stock-based compensation | $ 3,188,840 | $ 4,221,733 |
Research and development [Member] | ||
Stock-based compensation | 0 | 10,000 |
Sales and marketing [Member] | ||
Stock-based compensation | $ 0 | $ 0 |
Statements of Stockholders_ Equ
Statements of Stockholders’ Equity (Deficit) - USD ($) | Common Shares | Preferred Shares | Treasury Shares Value | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 3,764 | $ 4,361,725 | $ (5,902,223) | $ (1,536,734) | ||
Balance (in Shares) at Dec. 31, 2018 | 3,763,925 | |||||
Issuance of shares for cash, net of issuance costs | $ 131 | 470,046 | 470,177 | |||
Issuance of shares for cash, net of issuance costs (in Shares) | 131,475 | |||||
Issuance of shares for services and licenses | $ 21 | 81,979 | 82,000 | |||
Issuance of shares for services and licenses (in Shares) | 20,500 | |||||
Stock option and warrant compensation | 3,616,422 | 3,616,422 | ||||
Warrants issued with notes | 533,311 | 533,311 | ||||
Treasury stock | (189,625) | (189,625) | ||||
Treasury stock (in Shares) | (94,813) | |||||
Net loss | (5,827,728) | (5,827,728) | ||||
Balance at Dec. 31, 2019 | $ 3,916 | (189,625) | 9,063,483 | (11,729,951) | (2,852,177) | |
Balance (in Shares) at Dec. 31, 2019 | 3,821,087 | |||||
Issuance of shares for services and licenses | $ 876 | 2,476,558 | 2,477,434 | |||
Issuance of shares for services and licenses (in Shares) | 874,916 | |||||
Issuance of shares for intangible assets | $ 150 | 320,850 | 321,000 | |||
Issuance of shares for intangible assets (in Shares) | 150,000 | |||||
Issuance of shares and warrants for the settlement of accrued compensation and accounts payable | $ 147 | 1,221,878 | 1,222,025 | |||
Issuance of shares and warrants for the settlement of accrued compensation and accounts payable (in Shares) | 146,818 | |||||
Issuance of shares and warrants for IPO, net of issuance costs | $ 1,227 | $ 9,429,455 | $ 9,430,682 | |||
Issuance of shares and warrants for IPO, net of issuance costs (in Shares) | 1,226,668 | |||||
Issuance of shares and warrants for follow-on offering, net of issuance costs (in Shares) | 1,150 | 1,250 | 8,524,376 | 8,526,776 | ||
Issuance of shares and warrants for follow-on offering, net of issuance costs (in Shares) | 1,150,000 | 1,250,000 | ||||
Issuance of shares and warrant for the settlement of debt | $ 63 | $ 124,937 | $ 125,000 | |||
Issuance of shares and warrant for the settlement of debt (in Shares) | 62,500 | |||||
Exercise conversion of preferred shares | $ 1,250 | $ (1,250) | ||||
Exercise conversion of preferred shares (in Shares) | 1,250,000 | (1,250,000) | ||||
Stock option and warrant compensation | 711,406 | 711,406 | ||||
Treasury stock | (11,980) | (11,980) | ||||
Treasury stock (in Shares) | (5,990) | |||||
Rounding adjustment from stock split | $ (1) | (1) | ||||
Rounding adjustment from stock split (in Shares) | (10) | |||||
Exercise of warrants | $ 4,300 | 206,244 | 210,544 | |||
Exercise of warrants (in Shares) | 4,297,703 | |||||
Net loss | (9,149,227) | (9,333,049) | ||||
Balance at Dec. 31, 2020 | $ 13,078 | $ (201,605) | $ 32,079,187 | $ (20,879,178) | $ 11,011,482 | |
Balance (in Shares) at Dec. 31, 2020 | 12,973,692 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (9,149,227) | $ (5,827,728) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 3,188,840 | 3,698,422 |
Depreciation expense | 17,773 | |
Amortization of debt discount | 300,000 | |
Modification of options | 533,311 | |
Changes in operating assets and liabilities: | ||
Deposits | (72,296) | |
Prepaid expenses | (147,642) | |
Accounts payable and accrued expenses | (1,483,180) | 601,607 |
Accrued compensation to related parties | 124,728 | 530,036 |
Net Cash Used In Operating Activities | (7,221,004) | (464,352) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Fixed Assets | (170,629) | |
Net Cash Used In Investing Activities | (170,629) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from note payable - related party | 10,000 | |
Proceeds from note payable | 375,000 | 50,000 |
Repayments of note payable - related party | (45,000) | (42,502) |
Repayments of notes payable | (670,600) | (15,500) |
Common stock and warrants issued for cash, net of issuance costs | 18,500,039 | 470,177 |
Offering costs | (423,139) | (119,442) |
Exercise of warrants | 210,544 | |
Financed Asset | (58,475) | |
Net Cash Provided By Financing Activities | 17,888,369 | 352,733 |
NET INCREASE (DECREASE) IN CASH | 10,496,736 | (111,619) |
CASH AT BEGINNING OF PERIOD | 4,090 | 115,709 |
CASH AT END OF PERIOD | 10,500,826 | 4,090 |
Supplemental cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest expense | 5,842 | |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Liabilities assumed for common stock | 11,980 | 189,625 |
Issuance of Units for the settlement of notes payable | 125,000 | |
Issuance of units for the settlement of accrued compensation and accounts payable | 1,222,025 | |
Original issuance discount on notes payable | 300,000 | |
Lease liability recognized from right of use asset | 1,191,985 | |
Liability recognized for financed assets | 646,063 | |
Shares issued for intangible assets | 321,000 | |
Conversion of preferred shares | $ 1,250 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Company Background Overview Aditx Therapeutics, Inc. (“Aditxt” or the “Company”) was incorporated in the State of Delaware on September 28, 2017 and our headquarters are located in Mountain View, CA. The Company is a Biotech Innovation company with a mission of prolonging life and enhancing its quality by improving the health of the immune system. We are developing biotechnologies specifically focused on improving the health of the immune system through immune reprogramming and monitoring. Our immune reprogramming technologies are currently at the pre-clinical stage and are designed to retrain the immune system to induce tolerance with an objective of addressing rejection of transplanted organs, autoimmune diseases, and allergies. Our immune monitoring technologies are designed to provide a personalized comprehensive profile of the immune system and we plan to utilize them in our upcoming reprogramming clinical trials to monitor subjects’ immune response before, during and after drug administration. Offerings On July 2, 2020, the Company completed its initial public offering (“IPO”). In connection therewith, the Company issued 1,226,668 Units (the “Units”), excluding the underwriters’ option to cover overallotments, at an offering price of $9.00 per Unit, resulting in gross proceeds of approximately $11.0 million. The Units issued in the IPO consisted of one share of common stock, one Series A warrant, and one Series B warrant. The Series A warrants originally had an exercise price of $9.00 and a term of 5 years. In addition, the Company issued a Unit Purchase Option at an exercise price of $11.25 per unit to the underwriters to purchase up to 67,466 units, with each unit consisting of (i) one share of common stock and (ii) one Series A Warrant. On August 19, 2020 the Company modified the exercise price of the Series A Warrants from $9.00 per share to $4.50 per share. The term of the Series A Warrants was not modified. The Series B warrants have an exercise price of $11.25 per share, a term of 5 years and contain a cashless exercise option upon certain criteria being met. As of December 31, 2020, substantially all of the Series B warrants issued in the IPO have been exercised pursuant to a cashless provision therein. On September 10, 2020, the Company completed a follow-on public offering (“September 2020 Offering”). In connection therewith, the Company issued 2,400,000 Units (the “Follow-On Units”), excluding the underwriters’ option to cover overallotments, at an offering price of $4.00 per Follow-On Unit, resulting in gross proceeds to the Company of approximately $9.6 million. The Follow-On Units issued in the September 2020 Offering consisted of one share of common stock (or Series A Preferred Stock for investors who would own more than 4.99% of the Company if they invested in common stock), one Series A-1 warrant, and one Series B-1 warrant. The Series A-1 warrants have an exercise price of $3.19 per share and a term of 5 years. The Series B-1 warrants have exercise price of $5.00 per share, a term of 5 years and contain a cashless exercise option upon certain criteria being met. In addition, the Company issued a warrant to the underwriters to purchase up to 60,000 shares of common stock at an exercise price of $5.00 per share. Subsequent to quarter end, substantially all of the Series B-1 warrants issued in the September 2020 Offering have been exercised pursuant to a cashless provision therein. Risks and Uncertainties The Company has a limited operating history and has not generated revenue from intended operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include: changes in biotechnology regulatory environment, technological advances that render our technologies obsolete, availability of resources for clinical trials, acceptance of technologies into the medical community, and competition from larger, more well-funded companies. These adverse conditions could affect the Company’s financial condition and the results of its operations. On January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the financial impact will be to the Company, it is reasonably possible that future capital raise efforts and additional development of our technologies may be negatively affected. |
Going Concern Analysis
Going Concern Analysis | 12 Months Ended |
Dec. 31, 2020 | |
Going Concern Disclosure [Abstract] | |
GOING CONCERN ANALYSIS | NOTE 2 – GOING CONCERN ANALYSIS Management Plans The Company was incorporated on September 28, 2017 and has not generated revenues to date. During the year ended December 31, 2020, the Company had a net loss of $9,149,227 and cash of $10,500,826. The Company will be conducting medical research and development, and the time at which the Company will begin generating revenue is unknown. The Company believes, however, that the funds raised by the IPO and the September 2020 Offering will be sufficient to fund the Company’s operation for at least the next 12 months. Because of these factors, the Company believes that this alleviates issues in connection with the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements included in this report 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 the matters discussed herein. While we believe in the viability of our strategy to generate sufficient revenue, control costs and raise additional funds when necessary, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon the ability to complete clinical studies and implement the business plan, generate sufficient revenues and to control operating expenses. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the financial statements include the fair value of stock options and warrants. Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates. Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments. Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The costs of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets. Depreciation expense was $17,773 for the year ended December 31, 2020 and zero for the year ended for December 31, 2019. Accumulated depreciation was $17,773 as of December 31, 2020 and zero as of December 31, 2019. None of the Company’s fixed assets serve as collateral against any loans as of December 31, 2020 and 2019, other than those subject to the financed asset liability. Intangible Assets Intangible assets are stated at cost less accumulated amortization. For intangible assets that have definite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment. Amortization expense was zero for the year ended December 31, 2020 and 2019. Offering Costs The Company accounts for offering costs in accordance with ASC 340, Other Assets and Deferred Costs. Prior to the completion of an offering, offering costs were capitalized as deferred offering costs on the balance sheet. The deferred offering costs are netted against the proceeds of the offering in stockholders’ equity (deficit) or the related debt, as applicable. Costs related to unsuccessful offerings are expensed. Leases Under Topic 842, adopted in 2020 with no impact related to adoption, operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office and laboratory space with remaining lease terms of 46 months. Rent and Lease costs were $154,263 and $30,362 for the year ended December 31, 2020 and 2019. There was no sublease rental income for the year ended December 31, 2020 and 2019. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Our lease agreements generally do not provide an implicit borrowing rate, therefore an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on December 31, 2020 and 2019 for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Lease Costs Year Ended Year Ended Components of total lease costs: Operating lease expense $ 154,263 $ - Total lease costs $ 154,263 $ - Lease Positions as of December 31, 2020 ROU lease assets and lease liabilities for our operating leases were recorded in the balance sheet as follows: December 31, December 31, Assets Right of use asset – short term $ 384,685 $ - Right of use asset – long term 871,136 - Total assets $ 1,255,821 $ - Liabilities Operating lease liabilities – short term $ 391,221 $ - Operating lease liabilities – long term 858,064 - Total lease liability $ 1,249,285 $ - Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease 2.67 Weighted average discount rate – operating lease 8.00 % The future annual minimum lease payments as of December 31, 2020 are as follows: 2021 $ 406,640 2022 411,753 2023 363,416 2024 215,551 Total future minimum lease payments 1,397,360 Less: Lease imputed interest 148,075 Total $ 1,249,285 Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC. 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. Patents The Company incurs fees from patent licenses, which are expensed as incurred. During the year ended December 31, 2020 and 2019, the Company had a licensing fee for the patents of $258,635 and $18,396, respectively. Research and Development We incur research and development costs during the process of researching and developing our technologies and future offerings. Our research and development costs mainly consist of licensing costs. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of December 31, 2020, 2,143,000 stock options and 5,799,146 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of December 31, 2019, 1,102,500 stock options and 1,382,478 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. Recent Accounting Pronouncements The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS The Company’s Chief Executive Officer (“CEO”) has provided certain periods of service without payment. As of December 31, 2020 and 2019, the CEO is owed $0 and $309,500, respectively, related to compensation. During the year ended December 31, 2020, the Company issued 38,055 Units consisting of one share of common stock and one Series A warrant and one Series B warrant to settle $342,500 in accrued compensation. The Company’s Chief Innovation Officer (“CIO”) has provided certain periods of service without payment. As of December 31, 2020 and 2019, the CIO is owed $0 and $377,000, respectively, related to compensation. During the year ended December 31, 2020, the Company issued 47,222 Units consisting of one share of common stock, one Series A warrant, and one Series B warrant to settle $425,000 in accrued compensation. Effective July 10, 2020, the Board of Directors appointed the Company’s Chief Operating Officer (“COO”). Prior to the appointment, the COO was an independent operations consultant and had provided certain periods of service without payment. As of December 31, 2020 and 2019, the COO was owed $0 and $275,000, respectively, related to compensation. During the year ended December 31, 2020, the Company issued 35,555 Units consisting of one share of common stock, one Series A warrant, and one Series B warrant to settle $320,000 in accrued compensation. On March 21, 2019, the Company issued a promissory note to a related party. The note had a principal of $10,000, a maturity date of September 21, 2019, and an interest rate of 4% per year. During the year ended December 31, 2020, this note was paid in full. During the year ended December 31, 2020, the Company assumed $11,980 of liabilities from a related party in exchange for the return of 5,990 shares of the Company’s common stock. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock The Company is authorized to issue 27,000,000 shares of common stock, par value $0.001 per share. During the year ended December 31, 2020, the Company issued 874,916 shares of common stock and recognized expense of $2,477,434 in stock compensation for consulting services. The Company issued 150,000 shares of common stock for intangible assets valued at $320,850. The Company also issued 4,297,703 shares of common stock for the exercise of warrants and received $210,544 for the exercise of the warrants. The Company issued 1,250,000 shares of common stock for the exercise of 1,250,000 shares of Series A Preferred Stock. The Company issued 146,818 shares of common stock for the settlement of accounts payable and issued 62,500 shares of common stock for the settlement of debt. The Company issued 1,226,668 shares of common stock related to the IPO and issued 1,150,000 shares of common stock related to the September 2020 Offering. The stock compensation for the period was valued based on prior private placements or based on management’s estimates of value immediately prior to the IPO and the value of the shares based on public information post IPO. During the year ended December 31, 2019, the Company issued 41,000 shares of common stock for services and recognized expense of $82,000 in stock compensation and license fees. These shares were valued based on the price which common shares were being sold in the private placement. Reverse Stock Split On June 29, 2020, the Company effectuated a 1-for-2 reverse stock split of its issued and outstanding shares of common stock by filing a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split. Preferred Stock The Company is authorized to issue 3,000,000 shares of preferred stock, par value $0.001 per share. Stock-Based Compensation In October 2017, our Board of Directors adopted the Aditx Therapeutics, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of equity awards to employees, and consultants. Up to 2,500,000 shares of our common stock may be issued pursuant to awards granted under the 2017 Plan. The 2017 Plan is administered by our Board of Directors, and expires ten years after adoption, unless terminated earlier by the Board. During the year ended December 31, 2020, the Company granted 880,500 stock options with an exercise price of $1.94, $1.92 or $11.00 per share, some of which vested immediately, and some of which vest between one and three years. The total grant date fair value was determined to be $1,668,997. During the year ended December 31, 2019, the Company granted 700,000 stock options with exercise prices of $4.00 per share vesting on issuance. The total grant date fair value was determined to be $2,495,556. For all periods presented, the fair value of each stock option granted was estimated using the Black-Scholes assumption ranges and or factors as follows: Exercise price $ 1.92-11.00 Expected dividend yield 0 % Risk free interest rate 0.28%-2.65 % Expected life in years 2.70-10.00 Expected volatility 141-151 % The risk-free interest rate assumption for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of stock options. The expected term of stock options is calculated using either the simplified method for employee options which takes into consideration the contractual life and vesting terms of the options, unless the options are expected to vest in which case the contractual term of the options. The Company determined the expected volatility assumption for options granted using the historical volatility of comparable public companies’ common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future stock option grants, until such time that the Company’s common stock has enough market history to use historical volatility. The dividend yield assumption for options granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. Management estimated the fair value of common stock by looking at a market approach which takes into consideration past sales of stock to third parties and Company developments to date. The Company recognizes stock option forfeitures as they occur as there is insufficient historical data to accurately determine future forfeitures rates. The following is an analysis of the stock option grant activity under the Plan: Stock Options Number Weighted Weighted Outstanding December 31, 2019 1,102,500 $ 4.00 7.77 Granted 1,045,500 2.32 8.91 Expired or forfeited (5,000 ) 1.92 - Outstanding December 31, 2020 2,143,000 $ 3.18 7.81 Nonvested Options Shares Weighted- Nonvested at December 31, 2019 - $ - Granted 1,045,500 2.32 Vested (67,500 ) 2.93 Expired or forfeited (5,000 ) 1.92 Nonvested at December 31, 2020 973,000 $ 2.28 The Company recognized compensation expense related to options issued and vesting of $406,880 during the year ended December 31, 2020, which is included in general and administrative expenses in the accompanying statements of operations. The remaining value to be expensed is $1,781,485 with a weighted average vesting term of 2.40 years as of December 31, 2020. The Company recognized compensation expense related to options issued and vesting of $2,513,826 during the year ended December 31, 2019, which is included in general and administrative expenses in the accompanying statements of operations. On October 6, 2020, the Board of Directors approved the issuance of an aggregate of 40,000 stock options as compensation for the non-employee members of the Board of Directors under the Company’s 2017 Equity Incentive Plan. The options are subject to certain vesting provisions. Warrants A summary of warrant issuances are as follows: Warrants Number Weighted Weighted Outstanding December 31, 2019 1,382,478 4.44 2.84 Granted 8,906,381 6.24 5.00 Expired or forfeited (190,810 ) 8.12 - Exercised (4,298,903 ) 7.20 - Outstanding December 31, 2020 5,799,146 $ 5.05 4.00 Nonvested Warrants Shares Weighted- Nonvested at December 31, 2019 200,000 4.00 Granted 8,906,381 6.24 Vested (4,296,668 ) 5.14 Expired or forfeited (4,489,713 ) 7.24 Nonvested at December 31, 2020 320,000 $ 3.69 The warrants granted for compensation are valued using similar inputs as noted in the stock options section above, with the exception of the expected life which is the contractual life. The Company recognized compensation expense related to warrants issued and vesting of $304,526 and $1,102,596 during the year ended December 31, 2020 and 2019, which is included in general and administrative in the accompanying Statements of Operations. The remaining value to be expensed is $294,948 with a weighted average vesting term of 0.90 years as of December 31, 2020. During the year ended December 31, 2020, 4,297,703 warrants were exercised for 4,298,903 shares of common stock. The Company recognized proceeds of $210,544 related to the exercises. During the year ended December 31, 2020, the Company issued 60,000 warrants to the underwriters related to the September 2020 Offering. These warrants have an exercise price of $5.00, a term of five years, and become exercisable beginning on March 1, 2021. The value of these warrants were both an increase and decrease to additional paid in capital as a cost of the offering for net a zero impact on the financial statements. |
Agreements
Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Agreements Disclosure [Abstract] | |
AGREEMENTS | NOTE 6 – AGREEMENTS On July 1, 2020, the Company entered into an amendment to patent and technology licensing agreement with Loma Linda University (“LLU”), dated March 15, 2018. Pursuant to the amendment, the Company paid LLU $455,000 within four days of the signing of such amendment. The amendment also updated the milestone payment dates to be $175,000 on March 31, 2022; $100,000 on March 31, 2024; $500,000 on March 31, 2026; and $500,000 on March 31, 2027. In October 2020, the Company entered into a 24-month financing agreement for lab equipment. The aggregate cost of this financing agreement will be $467,691. The financing agreement has an interest rate of 8% per year. In November 2020, the Company entered into an additional 24-month financing agreement for lab equipment. The aggregate cost of this financing agreement will be $215,192. The financing agreement has an interest rate of 8% per year. Salveo Consulting Agreement On November 18, 2020, we entered into a Consulting Agreement (the “Salveo Consulting Agreement”) with Salveo Diagnostics, Inc., a Delaware corporation (“Salveo”). Pursuant to the Salveo Consulting Agreement, Salveo agreed to establish, setup and commence commercial operations of a licensed, College of American Pathologists accredited, and Clinical Laboratory Improvement Amendments (CLIA) certified, independent clinical and diagnostic laboratory for us and our AditxtScore™ immune monitoring technology (the “Salveo Services”). In consideration for the Services, and upon the successful completion of certain milestones (the “Milestones”) described below, we issued Salveo 650,000 shares of our common stock (the “Salveo Shares”) in the aggregate. The Salveo Shares were issued to Salveo upon the completion of the following Milestones: (i) 150,000 shares upon the sale and transfer to the Company of certain code and interpretive commenting algorithms (the “Algorithms”) along with related testing protocols and all technology, codes and spreadsheets, know-how, any necessary information or tools to implement, use, and/or continue to improve or further refine the Algorithms, and other associated intellectual property; (ii) 250,000 shares upon securing temporary laboratory space and other related tasks in connection with the launch of the AditxtScore™ platform; and (iii) 250,000 shares upon satisfaction of tasks related to the establishment of a long-term AditxtScore™ center in Richmond, VA. We also pay Salveo at cost for Salveo’s reasonable and documented purchases, general operating costs and expenses incurred in connection with the Salveo Services. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE On April 12, 2018, the Company issued an unsecured promissory note for $35,000 that accrued interest of 4% annually. The note was due on the earlier of November 12, 2018 or in the event of default, as defined in the agreement. During the year ended December 31, 2020, this note was paid in full. On July 10, 2018, the Company entered into a bridge loan with an investor for a principal amount of $15,600. The note was due on the earlier of October 8, 2018 or in the event of default, as defined in the agreement. During the year ended December 31, 2020, this note was paid in full. On July 18, 2018, the Company entered into a bridge loan with an investor for a principal amount of $130,000. The note was due on the earlier of October 16, 2018 or in the event of default, as defined in the agreement. During the year ended December 31, 2020, this note was paid in full. On November 1, 2019, the Company entered into a bridge loan with an investor for a principal amount of $50,000. This loan did not accrue any interest. The note was due on the earlier of April 28, 2020 or in the event of default, as defined in the agreement. The note was convertible into the same class of securities as those sold in the public offering with a conversion price of $2.00 per share. During the year ended December 31, 2020, the note was converted into securities of the Company in full. On January 10, 2020, the Company entered into a bridge loan with an investor for a principal amount of $75,000. This Note carried an original issue discount of $40,000. This loan did not accrue any interest. The note was due on the earlier of July 8, 2020 or in the event of default, as defined in the agreement, as amended. The note was convertible into the same class of securities as those sold in the public offering with a conversion price of $2.00 per share. During the year ended December 31, 2020, the note was converted into securities of the Company in full. During the first quarter of 2020, the Company entered into six bridge loans with investors for a total principal amount of $600,000. These notes carried an aggregate original issue discount of $300,000. The notes were due on the earlier of April 19, 2020 or ten days after the close of the Company’s IPO. During the year ended December 31, 2020, these notes were paid in full. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES For the years ended December 31, 2020 and 2019, the Company did not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company. The Company’s losses before income taxes consist solely of losses from domestic operations. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The Cares Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established a Paycheck Protection Program whereby certain small businesses are eligible for a loan to fund payroll expenses, rent, and related costs. The Company considered the provisions under the CARES Act and elected not to take advantage of the provisions of CARES Act as the effect of such provisions was not expected to have a material impact on the Company’s results of operations, cash flows and financial statements. A reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: 2020 2019 Income taxes at U.S. statutory rate 21 % 21 % State income taxes 8.2 7.0 Tax Credits 1.3 - Permanent Differences/Others 30.3 (20.4 ) Change in valuation allowance (60.8 ) (7.6 ) Total provision for income taxes 0 % 0 % Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019 are comprised of the following: Year Ended December 31, 2020 2019 Deferred tax assets Net operating loss carryforwards $ 3,651,932 $ 1,044,662 Tax credits carryforwards 116,949 - Stock-based compensation 2,350,795 974,644 Lease liability 367,029 Other 1,920 - Total deferred tax assets 6,488,625 2,019,306 Valuation allowance (6,109,685 ) (2,019,306 ) Net deferred tax assets 378,940 — Deferred tax liabilities Right of use assets (368,950 ) Fixed Assets (9,990 ) Total deferred tax liabilities (378,940 ) — Net deferred taxes $ — $ — The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which are comprised primarily of net operating loss carryforwards and tax credits. Management has considered the Company’s history of cumulative net losses in the United States, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its U.S. federal and state deferred tax assets. Accordingly, a full valuation allowance has been established against these net deferred tax assets as of December 31, 2020 and 2019, respectively. The Company reevaluates the positive and negative evidence at each reporting period. The Company’s valuation allowance increased during 2020 by approximately $4.1 million primarily due to the generation of net operating loss and tax credit carryforwards and stock based compensation. As of December 31, 2020 and 2019, the Company had U.S. federal net operating loss carryforwards of $12.6 million and $3.8 million, respectively, which may be available to offset future income tax liabilities. The 2017 Tax Cuts and Jobs Act (“ TCJA”) will generally allow losses incurred after 2017 to be carried over indefinitely, but will generally limit the net operating loss deduction to the lesser of the net operating loss carryover or 80% of a corporation’s taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended). Also, there will be no carryback for losses incurred after 2017. Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporation’s net operating loss carryover or 100% of a corporation’s taxable income and be available for twenty years from the period the loss was generated. The Company has federal net operating losses generated following 2017 of $12.5 million, which do not expire. The federal net operating losses generated prior to 2018 of $0.1 million will expire at various dates through 2037. The CARES Act temporarily allows the Company to carryback net operating losses arising in 2018, 2019 and 2020 to the five prior tax years. In addition, net operating losses generated in these years could fully offset prior year taxable income without the 80% of the taxable income limitation under the TCJA which was enacted on December 22, 2017. The Company has been generating losses since its inception, as such the net operating loss carryback provision under the CARES Act is not applicable to the Company. As of December 31, 2020 and 2019, the Company also had U.S. state net operating loss carryforwards of $15.2 million and $3.8 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2040. As of December 31, 2020, the Company had federal tax credit carryforwards of approximately $0.1 million, available to reduce future tax liabilities which expire at various dates through 2040. As of December 31, 2020, the Company had state research and development tax credit carryforwards of approximately $0.1 million available to reduce future tax liabilities which expire at various dates through 2035. The Company did not have any federal and state tax credit carryforward as of December 31, 2019. Utilization of the U.S. federal and state net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. The Company has not, as of yet, conducted a study of research and development tax credit carryforwards. Such a study, once undertaken by the Company, may result in an adjustment to the research and development tax credit carryforwards; however, a full valuation allowance has been provided against the Company’s research and development tax credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if an adjustment is required. The Company files tax returns in the United States, California, Virginia, and New York. The Company is subject to U.S. federal and state tax examinations by tax authorities for years 2017 through present. As of December 31, 2020 and 2019, the Company has recorded no liability for unrecognized tax benefits, interest, or penalties related to federal and state income tax matters and there currently no pending tax examinations. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K and has determined that there have been no events that have occurred that would require adjustments to the Company’s disclosures in the financial statements, except for the following: On January 25, 2021, the Company entered into a Securities Purchase Agreement for the sale of $6,000,000 in Convertible Notes. The Convertible Notes have a term of 24 months, convert at $4.00 per share, and have an original issuance discount of $1,000,000. The Company also issued 800,000 warrants to purchase shares of the Company’s common stock. These warrants have a term of three years, are immediately exercisable, and have an exercise price of $4.00. During February 2021, the Company entered into a 24 month financing agreement for lab equipment. The aggregate cost of this financing agreement will be $892,094. Through the date of this filing, there were 1,142,306 warrants exercised for shares of the Company’s common stock, resulting in proceeds of $3,643,956. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates underlying the financial statements include the fair value of stock options and warrants. |
Fair Value Measurements and Fair Value of Financial Instruments | Fair Value Measurements and Fair Value of Financial Instruments The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet dates. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include short-term, liquid investments. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost less accumulated depreciation. Cost includes expenditures for furniture, office equipment, laboratory equipment, and other assets. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The costs of fixed assets are depreciated using the straight-line method over the estimated useful lives or lease life of the related assets. Depreciation expense was $17,773 for the year ended December 31, 2020 and zero for the year ended for December 31, 2019. Accumulated depreciation was $17,773 as of December 31, 2020 and zero as of December 31, 2019. None of the Company’s fixed assets serve as collateral against any loans as of December 31, 2020 and 2019, other than those subject to the financed asset liability. |
Intangible Assets | Intangible Assets Intangible assets are stated at cost less accumulated amortization. For intangible assets that have definite lives, the assets are amortized using the straight-line method over the estimated useful lives of the related assets. For intangible assets with indefinite lives, the assets are tested periodically for impairment. Amortization expense was zero for the year ended December 31, 2020 and 2019. |
Offering Costs | Offering Costs The Company accounts for offering costs in accordance with ASC 340, Other Assets and Deferred Costs. Prior to the completion of an offering, offering costs were capitalized as deferred offering costs on the balance sheet. The deferred offering costs are netted against the proceeds of the offering in stockholders’ equity (deficit) or the related debt, as applicable. Costs related to unsuccessful offerings are expensed. |
Leases | Leases Under Topic 842, adopted in 2020 with no impact related to adoption, operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases consisting of office and laboratory space with remaining lease terms of 46 months. Rent and Lease costs were $154,263 and $30,362 for the year ended December 31, 2020 and 2019. There was no sublease rental income for the year ended December 31, 2020 and 2019. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Our lease agreements generally do not provide an implicit borrowing rate, therefore an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on December 31, 2020 and 2019 for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Lease Costs Year Ended Year Ended Components of total lease costs: Operating lease expense $ 154,263 $ - Total lease costs $ 154,263 $ - Lease Positions as of December 31, 2020 ROU lease assets and lease liabilities for our operating leases were recorded in the balance sheet as follows: December 31, December 31, Assets Right of use asset – short term $ 384,685 $ - Right of use asset – long term 871,136 - Total assets $ 1,255,821 $ - Liabilities Operating lease liabilities – short term $ 391,221 $ - Operating lease liabilities – long term 858,064 - Total lease liability $ 1,249,285 $ - Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease 2.67 Weighted average discount rate – operating lease 8.00 % The future annual minimum lease payments as of December 31, 2020 are as follows: 2021 $ 406,640 2022 411,753 2023 363,416 2024 215,551 Total future minimum lease payments 1,397,360 Less: Lease imputed interest 148,075 Total $ 1,249,285 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC. 718 is also applied to awards modified, repurchased, or cancelled during the periods reported. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. |
Patents | Patents The Company incurs fees from patent licenses, which are expensed as incurred. During the year ended December 31, 2020 and 2019, the Company had a licensing fee for the patents of $258,635 and $18,396, respectively. |
Research and Development | Research and Development We incur research and development costs during the process of researching and developing our technologies and future offerings. Our research and development costs mainly consist of licensing costs. We expense these costs as incurred unless such costs qualify for capitalization under applicable guidance. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of December 31, 2020, 2,143,000 stock options and 5,799,146 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. As of December 31, 2019, 1,102,500 stock options and 1,382,478 warrants were excluded from dilutive earnings per share as their effects were anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of lease costs | Year Ended Year Ended Components of total lease costs: Operating lease expense $ 154,263 $ - Total lease costs $ 154,263 $ - |
Schedule of right of use asset lease assets and lease liabilities | December 31, December 31, Assets Right of use asset – short term $ 384,685 $ - Right of use asset – long term 871,136 - Total assets $ 1,255,821 $ - Liabilities Operating lease liabilities – short term $ 391,221 $ - Operating lease liabilities – long term 858,064 - Total lease liability $ 1,249,285 $ - |
Schedule of lease terms and discount | Weighted average remaining lease term (in years) – operating lease 2.67 Weighted average discount rate – operating lease 8.00 % |
Schedule future minimum lease payments under the leases | 2021 $ 406,640 2022 411,753 2023 363,416 2024 215,551 Total future minimum lease payments 1,397,360 Less: Lease imputed interest 148,075 Total $ 1,249,285 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock option granted was estimated using the Black-Scholes assumption | Exercise price $ 1.92-11.00 Expected dividend yield 0 % Risk free interest rate 0.28%-2.65 % Expected life in years 2.70-10.00 Expected volatility 141-151 % |
Schedule of analysis of the stock option grant activity under the plan | Stock Options Number Weighted Weighted Outstanding December 31, 2019 1,102,500 $ 4.00 7.77 Granted 1,045,500 2.32 8.91 Expired or forfeited (5,000 ) 1.92 - Outstanding December 31, 2020 2,143,000 $ 3.18 7.81 Warrants Number Weighted Weighted Outstanding December 31, 2019 1,382,478 4.44 2.84 Granted 8,906,381 6.24 5.00 Expired or forfeited (190,810 ) 8.12 - Exercised (4,298,903 ) 7.20 - Outstanding December 31, 2020 5,799,146 $ 5.05 4.00 |
Schedule of nonvested option | Nonvested Options Shares Weighted- Nonvested at December 31, 2019 - $ - Granted 1,045,500 2.32 Vested (67,500 ) 2.93 Expired or forfeited (5,000 ) 1.92 Nonvested at December 31, 2020 973,000 $ 2.28 Nonvested Warrants Shares Weighted- Nonvested at December 31, 2019 200,000 4.00 Granted 8,906,381 6.24 Vested (4,296,668 ) 5.14 Expired or forfeited (4,489,713 ) 7.24 Nonvested at December 31, 2020 320,000 $ 3.69 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of statutory federal income tax rate | 2020 2019 Income taxes at U.S. statutory rate 21 % 21 % State income taxes 8.2 7.0 Tax Credits 1.3 - Permanent Differences/Others 30.3 (20.4 ) Change in valuation allowance (60.8 ) (7.6 ) Total provision for income taxes 0 % 0 % |
Schedule of deferred tax assets and liabilities | Year Ended December 31, 2020 2019 Deferred tax assets Net operating loss carryforwards $ 3,651,932 $ 1,044,662 Tax credits carryforwards 116,949 - Stock-based compensation 2,350,795 974,644 Lease liability 367,029 Other 1,920 - Total deferred tax assets 6,488,625 2,019,306 Valuation allowance (6,109,685 ) (2,019,306 ) Net deferred tax assets 378,940 — Deferred tax liabilities Right of use assets (368,950 ) Fixed Assets (9,990 ) Total deferred tax liabilities (378,940 ) — Net deferred taxes $ — $ — |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | Sep. 10, 2020 | Jul. 02, 2020 | Aug. 19, 2020 | Dec. 31, 2020 |
Organization and Nature of Business (Details) [Line Items] | ||||
Company issued per unit | $ 4 | |||
Total offering price | 9,600,000 | |||
Exercise price | $ 9 | |||
Exercise price term | 5 years | |||
Purchase of equity shares | 67,466 | |||
Company issued | 2,400,000 | 874,916 | ||
Purchase of common stock | 60,000 | |||
Common stock exercise price, per share | $ 5 | |||
IPO [Member] | ||||
Organization and Nature of Business (Details) [Line Items] | ||||
Common stock unit | $ 1,226,668 | |||
Company issued per unit | $ 9 | |||
Total offering price | 11,000,000 | |||
Over-Allotment Option [Member] | ||||
Organization and Nature of Business (Details) [Line Items] | ||||
Exercise price | $ 11.25 | |||
Series A warrant [Member] | ||||
Organization and Nature of Business (Details) [Line Items] | ||||
Exercise price term | 5 years | |||
Common stock voting rights percentage | 4.99% | |||
Series A warrant [Member] | Maximum [Member] | ||||
Organization and Nature of Business (Details) [Line Items] | ||||
Exercise price | $ 9 | |||
Series A warrant [Member] | Minimum [Member] | ||||
Organization and Nature of Business (Details) [Line Items] | ||||
Exercise price | $4.50 | |||
Series B warrant [Member] | ||||
Organization and Nature of Business (Details) [Line Items] | ||||
Exercise price | $ 11.25 | |||
Series A-1 warrant [Member] | ||||
Organization and Nature of Business (Details) [Line Items] | ||||
Exercise price | $ 3.19 | |||
Series A-1 warrant [Member] | IPO [Member] | ||||
Organization and Nature of Business (Details) [Line Items] | ||||
Exercise price term | 5 years | |||
Series B-1 warrant [Member] | IPO [Member] | ||||
Organization and Nature of Business (Details) [Line Items] | ||||
Exercise price term | 5 years | |||
Exercise price | $ 5 |
Going Concern Analysis (Details
Going Concern Analysis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Going Concern Disclosure [Abstract] | ||
Net loss | $ (9,149,227) | $ (5,827,728) |
Cash | $ 10,500,826 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Depreciation expenses | $ 17,773 | $ 0 |
Accumulated depreciation | 17,773 | 0 |
Rent and Lease costs | 154,263 | 30,362 |
Licensing fees | $ 258,635 | $ 18,396 |
Warrants of stock option (in Shares) | 2,143,000 | 1,102,500 |
Dilutive earnings share (in Shares) | 5,799,146 | 1,382,478 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of lease costs - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Components of total lease costs: | ||
Operating lease expense | $ 154,263 | |
Total lease costs | $ 154,263 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of right of use asset lease assets and lease liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Right of use asset – short term | $ 384,685 | |
Right of use asset – long term | 871,136 | |
Total assets | 1,255,821 | |
Liabilities | ||
Operating lease liabilities – short term | 391,221 | |
Operating lease liabilities – long term | 858,064 | |
Total lease liability | $ 1,249,285 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of lease terms and discount | Dec. 31, 2020 |
Schedule of lease terms and discount [Abstract] | |
Weighted average remaining lease term (in years) – operating lease | 2 years 244 days |
Weighted average discount rate – operating lease | 8.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule future minimum lease payments under the leases | Dec. 31, 2020USD ($) |
Schedule future minimum lease payments under the leases [Abstract] | |
2021 | $ 406,640 |
2022 | 411,753 |
2023 | 363,416 |
2024 | 215,551 |
Total future minimum lease payments | 1,397,360 |
Less: Lease imputed interest | 148,075 |
Total | $ 1,249,285 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 21, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions (Details) [Line Items] | |||
Accrued compensation | $ 342,500 | ||
Principal amount | $ 10,000 | ||
Interest rate | 4.00% | ||
Common Stock [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Amount of liabilities from related party | $ 11,980 | ||
Shares of liabilities from related party (in Shares) | 5,990 | ||
Chief Executive Officer [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Owed amount of related party | $ 0 | $ 309,500 | |
Description of related party transactions | During the year ended December 31, 2020, the Company issued 38,055 Units consisting of one share of common stock and one Series A warrant and one Series B warrant to settle $342,500 in accrued compensation. | ||
Chief Innovation Officer [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Owed amount of related party | $ 0 | 377,000 | |
Description of related party transactions | During the year ended December 31, 2020, the Company issued 47,222 Units consisting of one share of common stock, one Series A warrant, and one Series B warrant to settle $425,000 in accrued compensation. | ||
Accrued compensation | $ 425,000 | ||
Chief Operating Officer [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Owed amount of related party | $ 0 | $ 275,000 | |
Description of related party transactions | During the year ended December 31, 2020, the Company issued 35,555 Units consisting of one share of common stock, one Series A warrant, and one Series B warrant to settle $320,000 in accrued compensation. | ||
Accrued compensation | $ 320,000 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details) - USD ($) | Oct. 06, 2020 | Jun. 29, 2020 | Oct. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 10, 2020 |
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Common stock, shares authorized | 27,000,000 | 27,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||
Common stock issued | 874,916 | 2,400,000 | ||||
Stock compensation for consulting services (in Dollars) | $ 2,477,434 | |||||
Shares issued for intangible assets | 150,000 | |||||
Intangible assets valued (in Dollars) | $ 320,850 | |||||
Issue of common stock | 4,297,703 | |||||
Exercise of warrants and received (in Dollars) | $ 210,544 | |||||
Common stock issued for preferred shares | 1,250,000 | |||||
Settlement of accounts payable Shares | 146,818 | |||||
Settlement of debt | 62,500 | |||||
Common stock issued for service | 41,000 | |||||
Common stock for services and recognized expense (in Dollars) | $ 2,477,434 | $ 82,000 | ||||
Reverse stock split, description | On June 29, 2020, the Company effectuated a 1-for-2 reverse stock split of its issued and outstanding shares of common stock by filing a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. | |||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||
Granted stock options | 880,500 | 700,000 | ||||
Exercise prices (in Dollars per share) | $ 1.94 | |||||
Total grant fair value (in Dollars) | $ 2,495,556 | |||||
Stock option exercise price (in Dollars per share) | $ 4 | |||||
Compensation expense (in Dollars) | $ 406,880 | |||||
Share based payment remaining expenses (in Dollars) | $ 1,781,485 | |||||
Weighted average vesting term | 2 years 146 days | |||||
Compensation expense related to options issued and vesting (in Dollars) | $ 2,513,826 | |||||
Issue of aggregate stock option | 40,000 | |||||
Warrant issued | 60,000 | |||||
Warrant exercise price (in Dollars per share) | $ 5 | |||||
Stock option [member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Total grant fair value (in Dollars) | $ 1,668,997 | |||||
Minimum [Member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Exercise prices (in Dollars per share) | $ 1.92 | |||||
Maximum [Member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Exercise prices (in Dollars per share) | $ 11 | |||||
Warrant [Member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Share based payment remaining expenses (in Dollars) | $ 294,948 | |||||
Warrants issued and vesting (in Dollars) | $ 304,526 | $ 1,102,596 | ||||
Weighted average vesting term | 328 days | |||||
Warrants exercised | 4,297,703 | |||||
Shares of common stock | 4,298,903 | |||||
Proceeds from exercised (in Dollars) | $ 210,544 | |||||
2017 Equity Incentive Plan [Member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Share issued for stock based compensation | 2,500,000 | |||||
IPO [Member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Stock issued | 1,226,668 | |||||
September 2020 Offering [Member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Stock issued | 1,150,000 | |||||
Series A Preferred Stock [Member] | Stock option [member] | ||||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||||
Preferred stock shares | 1,250,000 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) (Details) - Schedule of stock option granted was estimated using the Black-Scholes assumption | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock option granted was estimated using the Black-Scholes assumption [Line Items] | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock option granted was estimated using the Black-Scholes assumption [Line Items] | |
Exercise price (in Dollars per share) | $ 1.92 |
Risk free interest rate | 0.28% |
Expected life in years | 2 years 255 days |
Expected volatility | 141.00% |
Maximum [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of stock option granted was estimated using the Black-Scholes assumption [Line Items] | |
Exercise price (in Dollars per share) | $ 11 |
Risk free interest rate | 2.65% |
Expected life in years | 10 years |
Expected volatility | 151.00% |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) (Details) - Schedule of analysis of the stock option grant activity under the plan | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Stock Options [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of analysis of the stock option grant activity under the plan [Line Items] | |
Number, Outstanding beginning balance | shares | 1,102,500 |
Weighted Average Exercise Price, Outstanding beginning balance | $ / shares | $ 4 |
Weighted Average Remaining Life, Outstanding beginning balance | 7 years 281 days |
Number, Granted | shares | 1,045,500 |
Weighted Average Exercise Price, Granted | $ / shares | $ 2.32 |
Weighted Average Remaining Life, Granted | 8 years 332 days |
Number, Expired or forfeited | shares | (5,000) |
Weighted Average Exercise Price, Expired or forfeited | $ / shares | $ 1.92 |
Weighted Average Remaining Life, Expired or forfeited | |
Number, Outstanding ending balance | shares | 2,143,000 |
Weighted Average Exercise Price, Outstanding ending balance | $ / shares | $ 3.18 |
Weighted Average Remaining Life, Outstanding ending balance | 7 years 295 days |
Warrants [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of analysis of the stock option grant activity under the plan [Line Items] | |
Number, Outstanding beginning balance | shares | 1,382,478 |
Weighted Average Exercise Price, Outstanding beginning balance | $ / shares | $ 4.44 |
Weighted Average Remaining Life, Outstanding beginning balance | 2 years 306 days |
Number, Granted | shares | 8,906,381 |
Weighted Average Exercise Price, Granted | $ / shares | $ 6.24 |
Weighted Average Remaining Life, Granted | 5 years |
Number, Expired or forfeited | shares | (190,810) |
Weighted Average Exercise Price, Expired or forfeited | $ / shares | $ 8.12 |
Weighted Average Remaining Life, Expired or forfeited | |
Number, Exercised | shares | (4,298,903) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 7.20 |
Weighted Average Remaining Life, Exercised | |
Number, Outstanding ending balance | shares | 5,799,146 |
Weighted Average Exercise Price, Outstanding ending balance | $ / shares | $ 5.05 |
Weighted Average Remaining Life, Outstanding ending balance | 4 years |
Stockholders_ Equity (Deficit_5
Stockholders’ Equity (Deficit) (Details) - Schedule of nonvested option | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Nonvested Warrants [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of nonvested option [Line Items] | |
Shares, Nonvested at beginning balance | 200,000 |
Weighted- Average Exercise Price, Outstanding beginning balance (in Dollars per share) | $ / shares | $ 4 |
Shares, Granted | 8,906,381 |
Weighted- Average Exercise Price, Granted (in Dollars per share) | $ / shares | $ 6.24 |
Shares, Vested | (4,296,668) |
Weighted- Average Exercise Price, Vested | 5.14 |
Shares, Expired or forfeited | (4,489,713) |
Weighted- Average Exercise Price, Expired or forfeited (in Dollars per share) | $ / shares | $ 7.24 |
Shares, Nonvested at ending balance | 320,000 |
Weighted- Average Exercise Price, Outstanding ending balance (in Dollars per share) | $ / shares | $ 3.69 |
Nonvested Options [Member] | |
Stockholders’ Equity (Deficit) (Details) - Schedule of nonvested option [Line Items] | |
Shares, Nonvested at beginning balance | |
Weighted- Average Exercise Price, Outstanding beginning balance (in Dollars per share) | $ / shares | |
Shares, Granted | 1,045,500 |
Weighted- Average Exercise Price, Granted (in Dollars per share) | $ / shares | $ 2.32 |
Shares, Vested | (67,500) |
Weighted- Average Exercise Price, Vested | 2.93 |
Shares, Expired or forfeited | (5,000) |
Weighted- Average Exercise Price, Expired or forfeited (in Dollars per share) | $ / shares | $ 1.92 |
Shares, Nonvested at ending balance | 973,000 |
Weighted- Average Exercise Price, Outstanding ending balance (in Dollars per share) | $ / shares | $ 2.28 |
Agreements (Details)
Agreements (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2020 | Oct. 31, 2020 | Dec. 31, 2020 | |
Agreements (Details) [Line Items] | |||
License agreement, description | On July 1, 2020, the Company entered into an amendment to patent and technology licensing agreement with Loma Linda University (“LLU”), dated March 15, 2018. Pursuant to the amendment, the Company paid LLU $455,000 within four days of the signing of such amendment. The amendment also updated the milestone payment dates to be $175,000 on March 31, 2022; $100,000 on March 31, 2024; $500,000 on March 31, 2026; and $500,000 on March 31, 2027 | ||
Finance arrangement cost | $ 215,192 | $ 467,691 | |
Interest rate | 8.00% | 8.00% | |
Salveo Diagnostics, Inc. [Member] | Salveo Consulting Agreement [Member] | |||
Agreements (Details) [Line Items] | |||
Issue of salveo shares | 650,000 | ||
Share issued description | The Salveo Shares were issued to Salveo upon the completion of the following Milestones: (i) 150,000 shares upon the sale and transfer to the Company of certain code and interpretive commenting algorithms (the “Algorithms”) along with related testing protocols and all technology, codes and spreadsheets, know-how, any necessary information or tools to implement, use, and/or continue to improve or further refine the Algorithms, and other associated intellectual property; (ii) 250,000 shares upon securing temporary laboratory space and other related tasks in connection with the launch of the AditxtScore™ platform; and (iii) 250,000 shares upon satisfaction of tasks related to the establishment of a long-term AditxtScore™ center in Richmond, VA. We also pay Salveo at cost for Salveo’s reasonable and documented purchases, general operating costs and expenses incurred in connection with the Salveo Services. |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Jul. 10, 2018 | Apr. 12, 2018 | Jul. 18, 2018 | Mar. 31, 2020 | Jan. 10, 2020 | Nov. 01, 2019 |
Notes Payable (Details) [Line Items] | ||||||
Unsecured promissory note | $ 35,000 | |||||
Accrued interest rate | 4.00% | |||||
Maturity date, description | The note was due on the earlier of November 12, 2018 or in the event of default, as defined in the agreement. | The notes were due on the earlier of April 19, 2020 or ten days after the close of the Company’s IPO. | ||||
Six bridge loans [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Original issue discount | $ 300,000 | |||||
Total principal amount | $ 600,000 | |||||
Bridge Loan [Member] | ||||||
Notes Payable (Details) [Line Items] | ||||||
Bridge loan | $ 15,600 | $ 130,000 | ||||
Bridge loan, description | The note was due on the earlier of October 8, 2018 or in the event of default, as defined in the agreement. | The note was due on the earlier of October 16, 2018 or in the event of default, as defined in the agreement. | ||||
Principal amount | $ 75,000 | $ 50,000 | ||||
Conversion price (in Dollars per share) | $ 2 | $ 2 | ||||
Original issue discount | $ 40,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes (Details) [Line Items] | ||
Valuation allowance increased amount | $ 4.1 | |
Net operating loss percentage | 80.00% | |
Net operating loss carryover or corporation’s taxable income percentage | 100.00% | |
Operating loss carryforwards, description | The Company has federal net operating losses generated following 2017 of $12.5 million, which do not expire. The federal net operating losses generated prior to 2018 of $0.1 million will expire at various dates through 2037. The CARES Act temporarily allows the Company to carryback net operating losses arising in 2018, 2019 and 2020 to the five prior tax years. In addition, net operating losses generated in these years could fully offset prior year taxable income without the 80% of the taxable income limitation under the TCJA which was enacted on December 22, 2017. | |
Federal tax credit carryforwards | $ 0.1 | |
Research and development tax credit carryforwards | 0.1 | |
U.S. federal [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | 12.6 | $ 3.8 |
U.S.state [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | $ 15.2 | $ 3.8 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of statutory federal income tax rate | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of statutory federal income tax rate [Abstract] | ||
Income taxes at U.S. statutory rate | 21.00% | 21.00% |
State income taxes | 8.20% | 7.00% |
Tax Credits | 1.30% | |
Permanent Differences/Others | 30.30% | (20.40%) |
Change in valuation allowance | (60.80%) | (7.60%) |
Total provision for income taxes | 0.00% | 0.00% |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 3,651,932 | $ 1,044,662 |
Tax credits carryforwards | 116,949 | |
Stock-based compensation | 2,350,795 | 974,644 |
Lease liability | 367,029 | |
Other | 1,920 | |
Total deferred tax assets | 6,488,625 | 2,019,306 |
Valuation allowance | (6,109,685) | (2,019,306) |
Net deferred tax assets | 378,940 | |
Deferred tax liabilities | ||
Right of use assets | (368,950) | |
Fixed Assets | (9,990) | |
Total deferred tax liabilities | (378,940) | |
Net deferred taxes |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jan. 25, 2021 | Feb. 28, 2021 | Dec. 31, 2020 |
Subsequent Events (Details) [Line Items] | |||
Convertible term | 5 years | ||
Warrants exercised for shares (in Shares) | 1,142,306 | ||
Warrant [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Proceeds form warrants issued | $ 3,643,956 | ||
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Sale of convertible note | $ 6,000,000 | ||
Convertible term | 24 months | ||
Convertible price per share (in Dollars per share) | $ 4 | ||
Original issuance discount | $ 1,000,000 | ||
Warrants to purchase shares | $ 800,000 | ||
Warrant term | 3 years | ||
Warrants exercise price (in Dollars per share) | $ 4 | ||
Term of financing agreement | 24 years | ||
Cost of financing agreement | $ 892,094 |