Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 03, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-39126 | ||
Entity Registrant Name | CNS Pharmaceuticals, Inc. | ||
Entity Central Index Key | 0001729427 | ||
Entity Tax Identification Number | 82-2318545 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 2100 West Loop South | ||
Entity Address, Address Line Two | Suite 900 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77027 | ||
City Area Code | 800 | ||
Local Phone Number | 946-9185 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | CNSP | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 40,032,481 | ||
Auditor Name | MaloneBailey, LLP | ||
Auditor Location | Houston, Texas | ||
Auditor Firm ID | 206 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 5,004,517 | $ 14,039,493 |
Prepaid expenses | 2,472,933 | 1,456,350 |
Total current assets | 7,477,450 | 15,495,843 |
Noncurrent Assets: | ||
Prepaid expenses, net of current portion | 929,688 | 0 |
Property and equipment, net | 16,109 | 23,431 |
Deferred offering costs | 334,138 | 334,138 |
Total noncurrent assets | 1,279,935 | 357,569 |
Total Assets | 8,757,385 | 15,853,412 |
Current Liabilities: | ||
Accounts payable | 1,522,823 | 946,330 |
Accrued expenses | 224,949 | 519,804 |
Notes payable | 387,794 | 439,294 |
Total current liabilities | 2,135,566 | 1,905,428 |
Total Liabilities | 2,135,566 | 1,905,428 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized and 0 shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 75,000,000 shares authorized and 27,927,217 and 23,856,151 shares issued and outstanding, respectively | 27,927 | 23,856 |
Additional paid-in capital | 41,576,813 | 34,870,471 |
Accumulated deficit | (34,982,921) | (20,946,343) |
Total Stockholders' Equity | 6,621,819 | 13,947,984 |
Total Liabilities and Stockholders' Equity | $ 8,757,385 | $ 15,853,412 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 75,000,000 | 75,000,000 |
Common stock shares issued | 27,927,217 | 23,856,151 |
Common stock shares outstanding | 27,927,217 | 23,856,151 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
General and administrative | $ 4,680,840 | $ 4,392,873 |
Research and development | 9,346,453 | 5,061,734 |
Total operating expenses | 14,027,293 | 9,454,607 |
Loss from operations | (14,027,293) | (9,454,607) |
Other expenses: | ||
Interest expense | (9,285) | (3,264) |
Total other expenses | (9,285) | (3,264) |
Net loss | $ (14,036,578) | $ (9,457,871) |
Loss per share - basic and diluted | $ (0.53) | $ (0.57) |
Weighted average shares outstanding - basic and diluted | 26,353,282 | 16,618,441 |
Statements of Stockholder's Equ
Statements of Stockholder's Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 16,450 | $ 19,073,098 | $ (11,488,472) | $ 7,601,076 |
Beginning balance, shares at Dec. 31, 2019 | 16,450,234 | |||
Common stock and warrants issued for cash, net | $ 7,204 | 14,108,281 | 14,115,485 | |
Common stock and warrants issued for cash, net, shares | 7,203,926 | |||
Common stock issued for deferred offering costs | $ 202 | 395,700 | 395,902 | |
Common stock issued for deferred offering costs, shares | 201,991 | |||
Stock-based compensation | 1,293,392 | 1,293,392 | ||
Net loss | (9,457,871) | (9,457,871) | ||
Ending balance, value at Dec. 31, 2020 | $ 23,856 | 34,870,471 | (20,946,343) | 13,947,984 |
Ending balance, shares at Dec. 31, 2020 | 23,856,151 | |||
Common stock and warrants issued for cash, net | $ 2,063 | 4,651,758 | 4,653,821 | |
Common stock and warrants issued for cash, net, shares | 2,063,509 | |||
Exercise of warrants | $ 1,908 | 330,842 | 332,750 | |
Exercise of warrants, shares | 1,907,557 | |||
Stock-based compensation | $ 100 | 1,723,742 | 1,723,842 | |
Stock-based compensation, shares | 100,000 | |||
Net loss | (14,036,578) | (14,036,578) | ||
Ending balance, value at Dec. 31, 2021 | $ 27,927 | $ 41,576,813 | $ (34,982,921) | $ 6,621,819 |
Ending balance, shares at Dec. 31, 2021 | 27,927,217 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (14,036,578) | $ (9,457,871) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 1,723,842 | 1,293,392 |
Depreciation | 13,070 | 11,096 |
Loss on disposal of fixed assets | 0 | 1,583 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (1,520,281) | (321,353) |
Accounts payable | 576,493 | 702,664 |
Accounts payable and accrued expenses - related party | 0 | (45,833) |
Accrued expenses | (294,855) | 498,304 |
Net cash used in operating activities | (13,538,309) | (7,318,018) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (5,748) | (17,945) |
Net cash used in investing activities | (5,748) | (17,945) |
Cash Flows from Financing Activities: | ||
Payment of deferred offering costs | 0 | (45,000) |
Payments on notes payable | (477,490) | (43,081) |
Proceeds from exercise of warrants | 332,750 | 0 |
Proceeds from sale of common stock and warrants | 4,653,821 | 14,222,249 |
Net cash provided by financing activities | 4,509,081 | 14,134,168 |
Net change in cash and cash equivalents | (9,034,976) | 6,798,205 |
Cash and cash equivalents, at beginning of period | 14,039,493 | 7,241,288 |
Cash and cash equivalents, at end of period | 5,004,517 | 14,039,493 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 9,774 | 1,708 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Common stock issued for deferred offering costs | 0 | 395,902 |
Prepaid expenses financed with note payable | 425,990 | 482,375 |
Deferred offering costs offset against additional paid in capital | 0 | 106,764 |
Cashless exercise of warrants | $ 1,756 | $ 0 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1 – Nature of Business CNS Pharmaceuticals, Inc. (“we”, “our”, the “Company”) is a clinical pharmaceutical company organized as a Nevada corporation on July 27, 2017 to focus on the development of anti-cancer drug candidates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The Company’s fiscal year end is December 31. Use of Estimates in Financial Statement Presentation Liquidity and Going Concern Cash and Cash Equivalents 250,000 4,754,517 Property and Equipment - Schedule of estimated useful lives Leasehold improvement Shorter of estimated useful lives or the term of the lease Computer equipment 3 Machinery and equipment 5 Furniture and office equipment 7 Repairs and maintenance costs are expensed as incurred. Impairment of Long-lived Asset Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Related Parties Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of Accounting Standards Codification (ASC) 740-10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. Stock-based Compensation Loss Per Common Share 4,214,977 2,864,736 6,861,630 2,200,736 Research and Development Costs Recent Accounting Pronouncements The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 3 – Note Payable On November 8, 2021, the Company entered into a short-term note payable for an aggregate of $ 425,990 3.3 September 30, 2022 387,794 During the year ended December 31, 2020, the Company entered into a short-term note payable for an aggregate of $ 482,375 4.25 September 30, 2021 439,294 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity | Note 4 – Equity The Company has authorized 75,000,000 0.001 5,000,000 0.001 Common Stock In January 2021, the Company entered into a twelve-month agreement with an investor relations firm that includes the issuance of 25,000 restricted shares of common stock. Upon signing the agreement, 6,250 shares vested immediately, and the remaining 18,750 shares will vest quarterly over the remainder of the agreement. The Company may terminate the agreement at any time during the twelve-month period with a fifteen-day notice. During the year ended December 31, 2021, the Company issued 25,000 50,500 During the year ended December 31, 2021, the Company issued 75,000 140,250 On February 12, 2021, the Company entered into a Capital on Demand™ Sales Agreement (the “Agreement”) with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC (collectively, the “Agent”). Pursuant to the terms of the Agreement, the Company may sell from time to time, through the Agent, shares of the Company’s common stock with an aggregate sales price of up to $20.0 million. During the year ended December 31, 2021, the Company sold 2,063,059 4,653,821 On September 15, 2020, Company entered into a purchase agreement (the “Purchase Agreement”), and a registration rights agreement (the “Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park has committed to purchase up to $15.0 million worth of the Company’s common stock (the “Common Stock”). Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to $15.0 million worth of shares of the Company’s Common Stock. Such sales of Common Stock by the Company, if any, will be subject to certain limitations, and may occur from time to time, at the Company’s sole discretion, over the 36-month period commencing on the date on which all of conditions precedent are satisfied, the “Commencement Date”), including that a registration statement covering the resale of shares of Common Stock that have been and may be issued under the Purchase Agreement has been declared effective by the SEC, a final prospectus in connection therewith is filed and the other conditions set forth in the purchase agreement are satisfied. Thereafter, under the Purchase Agreement, on any business day selected by the Company that the closing sale price of the Common Stock equals or exceeds the threshold price set forth in the Purchase Agreement, the Company may direct LPC to purchase up to 30,000 shares of Company Common Stock on such business day (each, a “Regular Purchase”), provided, however, that (i) the Regular Purchase may be increased to up to 50,000 shares, provided that the closing sale price of the Common Stock is not below $2.00 on the purchase date; (ii) the Regular Purchase may be increased to up to 75,000 shares, provided that the closing sale price of the Common Stock is not below $2.50 on the purchase date; (iii) the Regular Purchase may be increased to up to 100,000 shares, provided that the closing sale price of the Common Stock is not below $3.00 on the purchase date; and (iv) the Regular Purchase may be increased to up to 150,000 shares, provided that the closing sale price of the Common Stock is not below $4.00 on the purchase date. In each case, Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $1,000,000. In addition, after the Commencement Date, the Company may direct Lincoln Park to purchase, on two separate occasions that must be at least 30 business days apart, $1,000,000 worth of Common Stock per such purchase (each, a “Tranche Purchase”). The purchase price per share for each Regular Purchase and each Tranche Purchase will be based on prevailing market prices of the Common Stock immediately preceding the time of sale. There are no upper limits on the price per share that Lincoln Park must pay for shares of Common Stock under the Purchase Agreement. In addition to Regular Purchases and Tranche Purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases if the closing sale price of the Common Stock equals or exceeds the threshold price at the times set forth in the Purchase Agreement. The above-referenced share amount limitations and closing sale price thresholds are subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the Purchase Agreement. As consideration for entering into the purchase agreement, the Company issued 201,991 395,902 45,000 106,764 334,138 During the year ended December 31, 2020, the Company sold 1,453,926 3,632,249 On December 22, 2020, the Company entered into an underwriting agreement with A.G.P./Alliance Global Partners (the “Underwriters”), in connection with a public offering (the “Offering”) of an aggregate of (i) 5,000,000 shares (the “Shares”) of the Company’s common stock, and (ii) warrants to purchase 2,500,000 shares of common stock (the “Warrants”). In addition, the Company granted the Underwriter a 45-day option to purchase up to an additional 750,000 Shares and/or 375,000 Warrants to cover over-allotments, if any. Each Share sold in the Offering was sold together with a Warrant to purchase 0.5 shares of common stock as a fixed combination. The Shares and accompanying Warrants were sold at a price to the public of $2.00, less underwriting discounts and commissions. The Warrants are exercisable immediately, will expire on December 28, 2025 and have an exercise price of $2.20 per share, subject to anti-dilution and other adjustments for certain stock splits, stock dividends, or recapitalizations. The Company used the Black-Scholes option valuation model to estimate the fair value of the warrants with the following assumptions: fair value of common stock on December 28, 2020, the measurement date, $1.85, exercise price of $2.20, expected term of 5 years, volatility of 130.30% and risk free interest rate of 0.38%. As of December 31, 2020, the fair value of the 2,875,000 4,485,441 10,590,000 Stock Options In 2017, the Board of Directors of the Company approved the CNS Pharmaceuticals, Inc. 2017 Stock Plan (the “2017 Plan”). The 2017 Plan allows for the Board of Directors to grant various forms of incentive awards for up to 2,000,000 In 2020, the Board of Directors of the Company approved the CNS Pharmaceuticals, Inc. 2020 Stock Plan (the “2020 Plan”). The 2020 Plan allows for the Board of Directors to grant various forms of incentive awards for up to 3,000,000 During the year ended December 31, 2020, the Board of Directors approved grants of 561,236 1,115,508 During the year ended December 30, 2021, the Board of Directors approved grants of 739,000 1,969,712 During the years ended December 31, 2021 and 2020, the Company recognized $ 1,533,092 1,208,154 2,559,446 The following table summarizes the stock option activity for the year ended December 31, 2021 and 2020: Schedule of Stock Option Activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2019 1,764,500 $ 1.92 Granted 561,236 $ 2.27 Exercised – – Forfeited (125,000 ) $ 2.20 Expired – – Outstanding, December 31, 2020 2,200,736 $ 2.00 Granted 739,000 $ 2.99 Exercised – – Forfeited (75,000 ) $ 2.06 Expired – – Outstanding, December 31, 2021 2,864,736 $ 2.25 The aggregate fair value of the options measured during the years ended December 31, 2021 and 2020 were calculated using the Black-Scholes option pricing model based on the following assumptions: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Year Ended December 31, 2021 Year Ended December 31,2020 Fair value of common stock on measurement date $1.80 to $3.36 per share $2.06 to $2.47 per share Risk free interest rate (1) 0.28 1.28 0.33 0.82 Volatility (2) 128.17 130.72 122.79 128.57 Dividend yield (3) 0 0 Expected term (in years) 5.5 6.3 5.5 6.3 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future. As of December 31, 2021, the outstanding stock options have a weighted average remaining term of 7.77 180,675 60,500 2,074,764 Stock Warrants The following table summarizes the stock warrant activity for the years ended December 31, 2021 and 2020: Schedule of warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2019 3,986,630 $ 3.99 Granted 2,875,000 $ 2.20 Exercised – – Forfeited – – Expired – – Outstanding, December 31, 2020 6,861,630 $ 3.24 Granted – – Exercised (2,646,653 ) $ 0.82 Forfeited – – Expired – – Outstanding, December 31, 2021 4,214,977 $ 4.76 During the years ended December 31, 2020, the Company recognized $ 85,238 0 During the year ended December 31, 2021, the Company received $ 332,750 151,250 2,495,403 1,756,307 As of December 31, 2021 the outstanding and exercisable warrants have a weighted average remaining term of 2.93 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 – Commitments and Contingencies Executive Employment Agreements On September 1, 2017, the Company entered into an employment agreement with Mr. John Climaco pursuant to which Mr. Climaco agreed to serve as Chief Executive Officer and Director of the Company commencing on such date for an initial term of three years. On September 1, 2020, the Company entered into an amendment to the employment agreement with Mr. Climaco. The amendment extends the term of employment under the Employment Agreement, which was originally for a three-year period, for additional twelve-month periods, unless and until either the Company or Mr. Climaco provides written notice to the other party not less than sixty days before such anniversary date that such party is electing not to extend the term. If the Company provides notice of its election not to extend the term, Mr. Climaco may terminate his employment at any time prior to the expiration of the term by giving written notice to the Company at least thirty days prior to the effective date of termination, and upon the earlier of such effective date of termination or the expiration of the term, Mr. Climaco shall be entitled to receive the same severance benefits as are provided upon a termination of employment by the Company without cause. Pursuant to the Amendment, the severance benefits shall be twelve months of Mr. Climaco’s base salary. Such severance payment shall be made in a single lump sum sixty days following the termination, provided that Mr. Climaco has executed and delivered to the Company and has not revoked a general release of the Company. Pursuant to the employment agreement, the compensation committee of the board of directors reviews the base salary payable to Mr. Climaco annually during the term of the agreement. On February 6, 2021, the compensation committee of the board of directors set Mr. Climaco’s 2021 annual base salary to $ 525,000 On June 28, 2019, we entered into employment letters with Drs. Silberman and Picker pursuant to which Dr. Silberman agreed to commit 50% of her time to our matters; and Dr. Picker agreed to commit 25% of his time to our matters. On February 6, 2021, the compensation committee of the board of directors set Drs. Silberman and Picker 2021 annual base salaries to $ 200,000 115,000 On September 14, 2019, the Company, entered into an employment agreement with Christopher Downs to serve as its Chief Financial Officer commencing on the closing date of the Company’s IPO, which occurred on November 13, 2019. The initial term of the Employment Agreement will continue for a period of three years. Pursuant to the employment agreement, the compensation committee of the board of directors reviews the base salary payable to Mr. Downs annually during the term of the agreement. On February 6, 2021, the compensation committee of the board of directors set Mr. Downs’ 2021 annual base salary to $ 340,000 Scientific Advisory Board On July 15, 2021, our compensation committee recommended to our Board and our Board approved the following policy for the Scientific Advisory Board members. The Scientific Advisory board consists of Dr. Waldemar Priebe, a significant shareholder and related party, and Dr. Sigmond Hsu. Each scientific advisory board member shall receive annual cash compensation of $ 68,600 63,067 WP744 Portfolio (Berubicin) On November 21, 2017, the Company entered into a Collaboration and Asset Purchase Agreement with Reata Pharmaceuticals, Inc. (“Reata”). Through this agreement, the Company purchased all of Reata’s rights, title, interest and previously conducted research and development results in the chemical compound commonly known as Berubicin. In exchange for these rights, the Company agreed to pay Reata an amount equal to 2.25% of the net sales of Berubicin for a period of 10 years from the Company’s first commercial sale of Berubicin plus $10,000. Reata also agreed to collaborate with the Company on the development of Berubicin, from time to time. On December 28, 2017, the Company entered into a Technology Rights and Development Agreement with Houston Pharmaceuticals, Inc. (“HPI”). HPI is affiliated with Dr. Waldemar Priebe, our founder and significant shareholder. Pursuant to this agreement, the Company obtained a worldwide exclusive license to the chemical compound commonly known as WP744. In exchange for these rights, the Company agreed to pay consideration to HPI as follows: (i) a royalty of 2% of net sales of any product utilizing WP744 for a period of ten years after the first commercial sale of such; and (ii) $100,000 upon beginning Phase II clinical trials (paid in 2021); and (iii) $200,000 upon the approval by the FDA of a New Drug Application for any product utilizing WP744; and (iv) a series of quarterly development payments totaling $750,000 beginning immediately after the Company’s raise of $7,000,000 of investment capital. In addition, the Company issued 200,000 shares of the Company’s common stock valued at $0.045 per share to HPI upon execution of the agreement. On November 13, 2019, the Company closed its IPO, thereby fulfilling all conditions precedent and completing the acquisition of the intellectual property discussed in the HPI agreement. During the year ended December 31, 2021 and 2020, the Company recognized $ 450,000 237,500 441,075 0 41,075 On August 30, 2018, we entered into a sublicense agreement with WPD Pharmaceuticals, Inc. (“WPD”). Pursuant to the agreement, the Company granted WPD an exclusive sublicense, even as to us, for the patent rights we licensed pursuant to the HPI License within the following countries: Poland, Estonia, Latvia, Lithuania, Belarus, Ukraine, Moldova, Romania, Bulgaria, Serbia, Macedonia, Albania, Armenia, Azerbaijan, Georgia, Montenegro, Bosnia, Croatia, Slovenia, Slovakia, Czech Republic, Hungary, Chechnya, Uzbekistan, Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan, Greece, Austria, and Russia. The sublicense agreement provides that WPD must use commercially reasonable development efforts to attempt to develop and commercialize licensed products in the above mentioned territories, which means the expenditure of at least $2.0 million on the development, testing, regulatory approval or commercialization of the licensed products during the three year period immediately following the date of the sublicense agreement. In the event that WPD fails to use commercially reasonable development efforts by the foregoing three-year deadline, we have the right to terminate this sublicense agreement. As of December 31, 2021, the Company has received reports of the WPD expenditures related to this agreement, has conducted due inquiry into validating those expenditures, and has determined that WPD has exercised commercially reasonable development efforts and has therefore fulfilled the terms of the agreement necessary to secure their rights under the sublicense in perpetuity subject to the ongoing obligations of the sublicense. In consideration for the rights granted under the sublicense agreement, to the extent we are required to make any payments to HPI pursuant to the HPI License as a result of this sublicense agreement, WPD agreed to advance us such payments, and to pay us a royalty equal to 1% of such payments. WPD is a Polish corporation that is majority-owned by an entity controlled by Dr. Priebe, our founder and largest shareholder. On February 19, 2021, CNS entered into an Investigational Medicinal Product Supply Agreement with WPD, a related party. CNS agreed to sell the Berubicin drug product to WPD at historical cost of manufacturing without markup so that WPD may conduct the clinical trials contemplated by the sublicense agreement. WPD agreed to pay CNS the following payments: (i) an upfront payment of $ 131,073 262,145 262,145 655,000 On August 31, 2018, the Company entered into a sublicense agreement with Animal Life Sciences, LLC (“ALI”), a related party, pursuant to which we granted ALI an exclusive sublicense, even as to us, for the patent rights we licensed pursuant to the HPI License solely for the treatment of cancer in non-human animals through any type of administration. In consideration for the rights granted under the sublicense agreement, ALI agreed to issue us membership interests in ALI equal to 1.52% of the outstanding ALI membership interests. As additional consideration for the rights granted, to the extent we are required to make any payments to HPI pursuant to the HPI License as a result of this sublicense agreement, ALI agreed to advance us such payments, and to pay us a royalty equal to 1% of such payments. Dr. Waldemar Priebe, our founder and largest shareholder, is also the founder and a shareholder of ALI, holds 38% of the membership interests of ALI. On June 10, 2020, the FDA granted Orphan Drug Designation (“ODD”) for Berubicin for the treatment of malignant gliomas. ODD from the FDA is available for drugs targeting diseases with less than 200,000 cases per year. ODD may enable market exclusivity of 7 years from the date of approval of a NDA in the United States. During that period the FDA generally could not approve another product containing the same drug for the same designated indication. Orphan drug exclusivity will not bar approval of another product under certain circumstances, including if a subsequent product with the same active ingredient for the same indication is shown to be clinically superior to the approved product on the basis of greater efficacy or safety, or providing a major contribution to patient care, or if the company with orphan drug exclusivity is not able to meet market demand. The ODD now constitutes our primary intellectual property protections although the Company is exploring if there are other patents that could be filed related to Berubicin to extend additional protections. On July 24, 2021, the Company received Fast Track Designation from the FDA for Berubicin. Fast Track Designation is designed to facilitate the development and expedite the review of drugs to treat serious conditions and fill an unmet medical need. WP1244 Portfolio On January 10, 2020, Company entered into a Patent and Technology License Agreement (“Agreement”) with The Board of Regents of The University of Texas System, an agency of the State of Texas, on behalf of The University of Texas M. D. Anderson Cancer Center (“UTMDACC”). Pursuant to the Agreement, the Company obtained a royalty-bearing, worldwide, exclusive license to certain intellectual property rights, including patent rights, related to the Company’s recently announced WP1244 drug technology. In consideration, the Company must make payments to UTMDACC including an up-front license fee, annual maintenance fee, milestone payments and royalty payments (including minimum annual royalties) on sales of licensed products developed under the Agreement. The term of the Agreement expires on the last to occur of: (a) the expiration of all patents subject to the Agreement, or (b) fifteen years after execution; provided that UTMDACC has the right to terminate this Agreement in the event that the Company fails to meet certain commercial diligence milestones. The commercial diligence milestones are as follows (i) initiated PC toxicology to support filing of Investigational New Drug Application (“IND”) or New Drug Application (“NDA”) for the Licensed Product within the eighteen (18) month period following the Effective Date (ii) file and IND for the Licensed Product within three (3) year period following the Effective Date and (iii) Commencement of Phase I Study within the five (5) year period following the Effective Date. During the year ended December 31, 2021, the Company paid $ 48,668 On May 7, 2020, pursuant to the WP1244 Portfolio license agreement described above, the Company entered into a Sponsored Research Agreement with UTMDACC to perform research relating to novel anticancer agents targeting CNS malignancies. The Company agreed to fund approximately $1,134,000 over a two-year period. During the year ended December 31, 2020, the Company paid $ 334,000 400,000 800,000 Anti-Viral Portfolio Pursuant to the Agreement, the Company agreed to pay WPD the following payments: (i) an upfront payment of $ 225,000 775,000 1.0 225,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6 – Income Taxes The Company is subject to United States federal income taxes at an approximate rate of 21 Schedule of Effective Income Tax Rate Reconciliation Year Ended Year Ended December 31, December 31, 2021 2020 Income tax benefit computed at the statutory rate $ 2,946,000 $ 1,986,000 Tax effect of: Non-deductible expenses (100,000 ) (70,000 ) Change in valuation allowance (2,846,000 ) (1,916,000 ) Provision for income taxes $ – $ – Significant components of the Company’s deferred tax assets and liabilities after applying enacted corporate income tax rates are as follows: Schedule of Deferred Tax Assets As of As of December 31, December 31, 2021 2020 Deferred income tax assets Net operating losses $ 5,763,000 $ 2,771,000 Stock-based compensation 533,000 271,000 Deferred income tax liability Prepaid expenses (714,000 ) (306,000 ) Valuation allowance (5,582,000 ) (2,736,000 ) Net deferred income tax assets $ – $ – The Company has an operating loss carry forward of approximately $ 27,764,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 – Subsequent Events Securities Purchase Agreement The Company engaged H.C. Wainwright & Co., LLC (“Wainwright”), to act as placement agent related to the Securities Purchase Agreement described below. The Company agreed to pay Wainwright an aggregate fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the transaction. The Company will also issue to Wainwright or its designees warrants to purchase up to 5.0% of the aggregate number of shares of Common Stock sold in the transactions (the “Placement Agent Warrants”), or 605,263 Placement Agent Warrants. The Placement Agent Warrants have substantially the same terms as the Common Warrants, except that the Placement Agent Warrants have an exercise price equal to 125% of the offering price, or $1.1875 per share. The Company will also pay Wainwright $50,000 for non-accountable expenses and $10,000 for legal fees and expenses. On January 5, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several institutional investors for the sale by the Company of (i) 9,489,474 shares (the “Shares”) of the Company’s common stock, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 2,615,790 shares of common stock and (iii) warrants to purchase up to an aggregate of 12,105,264 shares of common stock (the “Common Warrants” and, collectively with the Pre-Funded Warrants, the “Warrants”), in a private placement offering. The combined purchase price of one share of common stock (or one Pre-Funded Warrant) and accompanying Common Warrant is $0.95. Subject to certain ownership limitations, the Warrants are exercisable upon issuance. Each Pre-Funded Warrant is exercisable into one share of common stock at a price per share of $0.001 (as adjusted from time to time in accordance with the terms thereof). Each Common Warrant is exercisable into one share of common stock at a price per share of $0.82 (as adjusted from time to time in accordance with the terms thereof) and will expire on the fifth anniversary of the date of issuance. The gross proceeds from the Purchase Agreement was $11.5 million resulting in net proceeds, after payment of commissions and expenses, received by the Company of $10.6 million. On February 18, 2022, the Company received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the last 30 consecutive business days the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion in Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). The deficiency letter does not result in the immediate delisting of the Company’s common stock from Nasdaq . The Company has been provided an initial period of 180 calendar days, or until August 17, 2022, to regain compliance with the Bid Price Rule. If the Company is not in compliance with the Bid Price Rule by August 17, 2022, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards required by Nasdaq, except for the minimum bid price requirement. The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Bid Price Rule, which could include effecting a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Rule. On March 1, 2022, the Company received $2,616 in cash proceeds from the exercise of 2,615,790 Pre-Funded Warrants issued at an exercise price of $0.001. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates in Financial Statement Presentation | Use of Estimates in Financial Statement Presentation |
Liquidity and Going Concern | Liquidity and Going Concern |
Cash and Cash Equivalents | Cash and Cash Equivalents 250,000 4,754,517 |
Property and Equipment | Property and Equipment - Schedule of estimated useful lives Leasehold improvement Shorter of estimated useful lives or the term of the lease Computer equipment 3 Machinery and equipment 5 Furniture and office equipment 7 Repairs and maintenance costs are expensed as incurred. |
Impairment of Long-lived Asset | Impairment of Long-lived Asset |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. |
Related Parties | Related Parties |
Income Taxes | Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of Accounting Standards Codification (ASC) 740-10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. |
Stock-based Compensation | Stock-based Compensation |
Loss Per Common Share | Loss Per Common Share 4,214,977 2,864,736 6,861,630 2,200,736 |
Research and Development Costs | Research and Development Costs |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Schedule of estimated useful lives Leasehold improvement Shorter of estimated useful lives or the term of the lease Computer equipment 3 Machinery and equipment 5 Furniture and office equipment 7 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | Schedule of Stock Option Activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2019 1,764,500 $ 1.92 Granted 561,236 $ 2.27 Exercised – – Forfeited (125,000 ) $ 2.20 Expired – – Outstanding, December 31, 2020 2,200,736 $ 2.00 Granted 739,000 $ 2.99 Exercised – – Forfeited (75,000 ) $ 2.06 Expired – – Outstanding, December 31, 2021 2,864,736 $ 2.25 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Year Ended December 31, 2021 Year Ended December 31,2020 Fair value of common stock on measurement date $1.80 to $3.36 per share $2.06 to $2.47 per share Risk free interest rate (1) 0.28 1.28 0.33 0.82 Volatility (2) 128.17 130.72 122.79 128.57 Dividend yield (3) 0 0 Expected term (in years) 5.5 6.3 5.5 6.3 |
Schedule of warrant activity | Schedule of warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2019 3,986,630 $ 3.99 Granted 2,875,000 $ 2.20 Exercised – – Forfeited – – Expired – – Outstanding, December 31, 2020 6,861,630 $ 3.24 Granted – – Exercised (2,646,653 ) $ 0.82 Forfeited – – Expired – – Outstanding, December 31, 2021 4,214,977 $ 4.76 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation Year Ended Year Ended December 31, December 31, 2021 2020 Income tax benefit computed at the statutory rate $ 2,946,000 $ 1,986,000 Tax effect of: Non-deductible expenses (100,000 ) (70,000 ) Change in valuation allowance (2,846,000 ) (1,916,000 ) Provision for income taxes $ – $ – |
Schedule of Deferred Tax Assets | Schedule of Deferred Tax Assets As of As of December 31, December 31, 2021 2020 Deferred income tax assets Net operating losses $ 5,763,000 $ 2,771,000 Stock-based compensation 533,000 271,000 Deferred income tax liability Prepaid expenses (714,000 ) (306,000 ) Valuation allowance (5,582,000 ) (2,736,000 ) Net deferred income tax assets $ – $ – |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details - Estimated useful lives) | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | Shorter of estimated useful lives or the term of the lease |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful Life | 3 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful Life | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful Life | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Cash insured limit | $ 250,000 | |
Cash in excess of FDIC | $ 4,754,517 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 4,214,977 | 6,861,630 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 2,864,736 | 2,200,736 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Nov. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | |||
Short-term note payable | $ 425,990 | $ 482,375 | |
Interest rate | 3.30% | 4.25% | |
Due date | Sep. 30, 2022 | Sep. 30, 2021 | |
Note payable | $ 439,294 | $ 387,794 |
Equity (Details - Option Activi
Equity (Details - Option Activity) - Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options Outstanding, Beginning | 2,200,736 | 1,764,500 |
Weighted Average Exercise Price Outstanding, Beginning | $ 2 | $ 1.92 |
Number of Options Granted | 739,000 | 561,236 |
Weighted Average Exercise Price Granted | $ 2.99 | $ 2.27 |
Number of Options Exercised | 0 | 0 |
Weighted Average Exercise Price Exercised | $ 0 | $ 0 |
Number of Options Forfeited | (75,000) | (125,000) |
Weighted Average Exercise Price Forfeited | $ 2.06 | $ 2.20 |
Number of Options Expired | 0 | 0 |
Weighted Average Exercise Price Expired | $ 0 | $ 0 |
Number of Options Outstanding, Ending | 2,864,736 | 2,200,736 |
Weighted Average Exercise Price Outstanding, Ending | $ 2.25 | $ 2 |
Equity (Details - Assumptions)
Equity (Details - Assumptions) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair value of common stock on measurement date | $1.80 to $3.36 per share | $2.06 to $2.47 per share |
Risk free interest rate minimum | 0.28% | 0.33% |
Risk free interest rate maximum | 1.28% | 0.82% |
Volatility minimum | 128.17% | 122.79% |
Volatility maximum | 130.72% | 128.57% |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected term (in years) | 5 years 6 months | 5 years 6 months |
Maximum [Member] | ||
Expected term (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days |
Equity (Details - Warrant Activ
Equity (Details - Warrant Activity) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Warrants Outstanding, Beginning | 6,861,630 | 3,986,630 |
Weighted Average Exercise Price Outstanding, Beginning | $ 3.24 | $ 3.99 |
Number of Warrants Granted | 0 | 2,875,000 |
Weighted Average Exercise Price Granted | $ 0 | $ 2.20 |
Number of Warrants Exercised | (2,646,653) | 0 |
Weighted Average Exercise Price Exercised | $ 0.82 | $ 0 |
Number of Warrants Forfeited | 0 | 0 |
Weighted Average Exercise Price Forfeited | $ 0 | $ 0 |
Number of Warrants Expired | 0 | 0 |
Weighted Average Exercise Price Expired | $ 0 | $ 0 |
Number of Warrants Outstanding, Ending | 4,214,977 | 6,861,630 |
Weighted Average Exercise Price Outstanding, Ending | $ 4.76 | $ 3.24 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Sep. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||||
Common stock shares authorized | 75,000,000 | 75,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Share-based compensation expense | $ 1,723,842 | $ 1,293,392 | |||
Value of stock issued | $ 4,653,821 | 14,115,485 | |||
Weighted average remaining term | 7 years 9 months 7 days | ||||
Intrinsic value | $ 180,675 | ||||
Cash proceeds | $ 332,750 | $ 0 | |||
Number of warrants exercised | 151,250 | ||||
2017 Stock Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Shares authorized under plan | 2,000,000 | ||||
Options remaining to be issued | 60,500 | ||||
2020 Stock Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Shares authorized under plan | 3,000,000 | ||||
Options remaining to be issued | 2,074,764 | ||||
Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Share-based compensation expense | $ 85,238 | ||||
Unrecognized compensation expense | $ 0 | $ 0 | |||
Outstanding exercisable weighted average remaining term | 2 years 11 months 4 days | ||||
Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Number of warrants exercised | 2,495,403 | ||||
Options [Member] | |||||
Class of Stock [Line Items] | |||||
Options granted | 739,000 | 561,236 | |||
Option issuance | $ 1,969,712 | $ 1,115,508 | |||
Unrecognized compensation expense | 2,559,446 | ||||
Equity Option [Member] | |||||
Class of Stock [Line Items] | |||||
Share-based compensation expense | $ 1,533,092 | $ 1,208,154 | |||
Capital On Demand Sales Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 2,063,059 | ||||
Proceeds from Issuance of Common Stock | $ 4,653,821 | ||||
Lincoln Park Registration Rights Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 1,453,926 | ||||
Proceeds from Issuance of Common Stock | $ 3,632,249 | ||||
Common stock issued for commitment fee | 201,991 | ||||
Value of stock issued | $ 395,902 | ||||
Legal fees | $ 45,000 | ||||
Deferred offering cost | 106,764 | ||||
Unamortized Debt Issuance Expense | $ 334,138 | 334,138 | |||
Alliance Global Partners [Member] | |||||
Class of Stock [Line Items] | |||||
Proceeds from Issuance or Sale of Equity | $ 10,590,000 | ||||
Alliance Global Partners [Member] | Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
[custom:WarrantsIssuedShares] | 2,875,000 | ||||
Alliance Global Partners [Member] | Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
[custom:FairValueOfWarrantsIssued] | $ 4,485,441 | ||||
Investor Relations Services [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 75,000 | ||||
Share-based compensation expense | $ 140,250 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants to be exercised, common shares to be issued | 1,756,307 | ||||
Investment Relations Firm [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 25,000 | ||||
Share-based compensation expense | $ 50,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Liability Contingency [Line Items] | |||
Research and Development Expense | $ 9,346,453 | $ 5,061,734 | |
Repayments of Related Party Debt | 800,000 | ||
Development cost | $ 225,000 | ||
Payment for fees | 775,000 | ||
Development fees | $ 1,000 | ||
Due to related parties | 225,000 | ||
WPD Pharmaceuticals [Member] | |||
Product Liability Contingency [Line Items] | |||
Accounts Receivable, before Allowance for Credit Loss | 655,000 | ||
WPD Pharmaceuticals [Member] | Upfront Payment [Member] | |||
Product Liability Contingency [Line Items] | |||
Other Nonoperating Income | 131,073 | ||
WPD Pharmaceuticals [Member] | Final Batch And Release [Member] | |||
Product Liability Contingency [Line Items] | |||
Other Nonoperating Income | 262,145 | ||
WPD Pharmaceuticals [Member] | Final Payment [Member] | |||
Product Liability Contingency [Line Items] | |||
Other Nonoperating Income | 262,145 | ||
UTMDACC [Member] | Patent and Technology License Agreement [Member] | |||
Product Liability Contingency [Line Items] | |||
License fee | 48,668 | ||
UTMDACC [Member] | Sponsored Research Agreement [Member] | |||
Product Liability Contingency [Line Items] | |||
License fee | 334,000 | ||
Research and Development Expense | 400,000 | ||
Houston Pharmaceuticals [Member] | |||
Product Liability Contingency [Line Items] | |||
Accounts payable | 41,075 | ||
Royalty income | 450,000 | 237,500 | |
Other expenses | 441,075 | $ 0 | |
Advisory Board Compensation [Member] | |||
Product Liability Contingency [Line Items] | |||
Labor and Related Expense | 68,600 | ||
Accounts payable | 63,067 | ||
Climaco [Member] | Annual Base Salary [Member] | |||
Product Liability Contingency [Line Items] | |||
Contractual obligation | 525,000 | ||
Silberman [Member] | Annual Base Salary [Member] | |||
Product Liability Contingency [Line Items] | |||
Contractual obligation | 200,000 | ||
Picker [Member] | Annual Base Salary [Member] | |||
Product Liability Contingency [Line Items] | |||
Contractual obligation | 115,000 | ||
Downs [Member] | Annual Base Salary [Member] | |||
Product Liability Contingency [Line Items] | |||
Contractual obligation | $ 340,000 |
Income Taxes (Details - Effecti
Income Taxes (Details - Effective Income Tax Rate Reconciliation) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit computed at the statutory rate | $ 2,946,000 | $ 1,986,000 |
Non-deductible expenses | (100,000) | (70,000) |
Change in valuation allowance | (2,846,000) | (1,916,000) |
Provision for income taxes | $ 0 | $ 0 |
Income Taxes (Details - Deferre
Income Taxes (Details - Deferred Tax Assets) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax assets | ||
Net operating losses | $ 5,763,000 | $ 2,771,000 |
Stock-based compensation | 533,000 | 271,000 |
Deferred income tax liability | ||
Prepaid expenses | (714,000) | (306,000) |
Valuation allowance | (5,582,000) | (2,736,000) |
Net deferred income tax assets | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation, Percent | 21.00% |
Operating loss carry forward | $ 27,764,000 |