Cover
| Cover - USD ($) | 12 Months Ended | ||
| Dec. 31, 2022 | Mar. 27, 2023 | Jun. 30, 2022 | |
| Document Type | 10-K | ||
| Amendment Flag | false | ||
| Document Annual Report | true | ||
| Document Transition Report | false | ||
| Document Period End Date | Dec. 31, 2022 | ||
| Document Fiscal Period Focus | FY | ||
| Document Fiscal Year Focus | 2022 | ||
| Current Fiscal Year End Date | --12-31 | ||
| Entity File Number | 001-39669 | ||
| Entity Registrant Name | Coeptis Therapeutics Holdings, Inc. | ||
| Entity Central Index Key | 0001759186 | ||
| Entity Tax Identification Number | 98-1465952 | ||
| Entity Incorporation, State or Country Code | DE | ||
| Entity Address, Address Line One | 105 Bradford Rd | ||
| Entity Address, Address Line Two | Suite 420 | ||
| Entity Address, City or Town | Wexford | ||
| Entity Address, State or Province | PA | ||
| Entity Address, Postal Zip Code | 15090 | ||
| City Area Code | 724 | ||
| Local Phone Number | 934-6467 | ||
| 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 | $ 49,998,259 | ||
| Entity Common Stock, Shares Outstanding | 20,441,036 | ||
| Auditor Firm ID | 76 | ||
| Auditor Name | Turner, Stone & Company, LLP | ||
| Auditor Location | Dallas, Texas | ||
| Common Stock Par Value 0. 0001 Per Share [Member] | |||
| Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
| Trading Symbol | COEP | ||
| Security Exchange Name | NASDAQ | ||
| Warrants Each Whole Warrant Exercisable For Onehalf Of One Share Of Common Stock For 11. 50 Per Whole Share [Member] | |||
| Title of 12(b) Security | Warrants, each whole warrant exercisable for one-half of one share of Common Stock for $11.50 per whole share | ||
| Trading Symbol | COEPW | ||
| Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
| CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
| CURRENT ASSETS | ||
| Cash | $ 3,791,302 | $ 2,179,558 |
| Accounts receivable | 8,075 | 0 |
| Prepaid assets, current portion | 142,356 | 0 |
| TOTAL CURRENT ASSETS | 3,941,733 | 2,179,558 |
| PROPERTY AND EQUIPMENT | ||
| Furniture and fixtures | 25,237 | 25,237 |
| Less: accumulated depreciation | 12,695 | 11,311 |
| Furniture and fixtures, net | 12,542 | 13,926 |
| OTHER ASSETS | ||
| Prepaid insurance | 348,333 | 0 |
| Co-development options | 3,554,167 | 4,554,167 |
| Right of use asset, net of accumulated amortization | 58,914 | 17,925 |
| Total other assets | 3,961,414 | 4,572,092 |
| TOTAL ASSETS | 7,915,689 | 6,765,576 |
| CURRENT LIABILITIES | ||
| Accounts payable | 99,021 | 134,092 |
| Accrued expenses | 181,998 | 199,126 |
| Notes payable, current portion | 1,500,000 | 2,417,000 |
| Right of use liability, current portion | 41,618 | 14,724 |
| TOTAL CURRENT LIABILITIES | 1,822,637 | 2,764,942 |
| LONG TERM LIABILITIES | ||
| Note payable | 150,000 | 1,650,000 |
| Derivative liability warrants | 1,125,000 | 0 |
| Right of use liability, non-current portion | 14,723 | 0 |
| TOTAL LONG TERM LIABILITIES | 1,289,723 | 1,650,000 |
| TOTAL LIABILITIES | 3,112,360 | 4,414,942 |
| COMMITMENTS AND CONTINGENCIES (NOTE 6) | ||
| STOCKHOLDERS' EQUITY | ||
| Series B Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, -0- and 8,000 shares issued and outstanding, respectively | 0 | 1 |
| Common stock, $0.0001 par value, 150,000,000 shares authorized, 19,566,839 shares issued and outstanding at December 31, 2022, and 750,000,000 shares authorized, 12,492,050 shares issued and 12,381,287 shares outstanding at December 31, 2021 | 1,957 | 1,196 |
| Additional paid-in capital | 70,541,095 | 30,146,728 |
| Treasury stock, 110,762 shares at cost | 0 | (247,165) |
| Accumulated deficit | (65,739,723) | (27,550,126) |
| TOTAL STOCKHOLDERS' EQUITY | 4,803,329 | 2,350,634 |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 7,915,689 | $ 6,765,576 |
CONSOLIDATED BALANCE SHEETS (Pa
| CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2021 $ / shares shares |
| Preferred Stock, Shares Issued | 0 |
| Preferred Stock, Shares Outstanding | 0 |
| Common stock, par value | $ / shares | $ 0.0001 |
| Common stock, shares authorized | 750,000,000 |
| Common stock, shares issued | 12,492,050 |
| Common stock, shares outstanding | 12,381,287 |
| Treasury Stock, Shares | 110,762 |
| Series B Preferred Stock [Member] | |
| Preferred stock, par value | $ / shares | $ 0.0001 |
| Preferred stock, shares authorized | 10,000,000 |
| Preferred Stock, Shares Issued | 8,000 |
| Preferred Stock, Shares Outstanding | 8,000 |
CONSOLIDATED STATEMENTS OF OPER
| CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
| Dec. 31, 2022 | Dec. 31, 2021 | |
| SALES | ||
| Total sales | $ 0 | $ 75,000 |
| Cost of goods, including inventory obsolescence | 0 | 0 |
| Gross profit | 0 | 75,000 |
| COST OF OPERATIONS | ||
| Research and development | 20,887 | 0 |
| General and administrative expenses | 34,166,746 | 14,118,014 |
| Selling and marketing | 8,331 | 2,918 |
| Total operating expenses | 34,195,964 | 14,120,932 |
| LOSS FROM OPERATIONS | (34,195,964) | (14,045,932) |
| OTHER INCOME (EXPENSE) | ||
| Royalties and licensing fees | (90,000) | (413,124) |
| Licensing income | 0 | 1,000,000 |
| Other income | 98,701 | 198,910 |
| Loss on extinguishment of debt and write down of assets | (3,393,542) | 0 |
| Gain (loss) on write down of assets | 0 | (2,000) |
| Gain on write down of liabilities | 225,000 | 0 |
| Interest expense | (218,412) | (187,133) |
| TOTAL OTHER INCOME (EXPENSE) | (3,378,253) | 596,653 |
| LOSS BEFORE INCOME TAXES | (37,574,217) | (13,449,280) |
| PROVISION FOR INCOME TAXES (BENEFIT) | 0 | 0 |
| NET LOSS | (37,574,217) | (13,449,280) |
| Consulting Services [Member] | ||
| SALES | ||
| Total sales | 0 | 75,000 |
| Other Sales [Member] | ||
| SALES | ||
| Total sales | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF OP_2
| CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - $ / shares | 12 Months Ended | |
| Dec. 31, 2022 | Dec. 31, 2021 | |
| Income Statement [Abstract] | ||
| Earnings Per Share, Basic | $ (2.63) | $ (1.23) |
| Earnings Per Share, Diluted | $ (2.63) | $ (1.23) |
| Weighted Average Number of Shares Outstanding, Basic | 14,295,678 | 10,914,574 |
| Weighted Average Number of Shares Outstanding, Diluted | 14,295,678 | 10,914,574 |
CONSOLIDATED STATEMENTS OF STOC
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock Series B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | Total |
| Beginning balance, value at Dec. 31, 2020 | $ 848 | $ 8,956,656 | $ (14,100,846) | $ (5,143,342) | ||
| Balance at beginning, shares at Dec. 31, 2020 | 8,481,959 | |||||
| Recapitalization from Merger on February 12, 2021 | $ 1 | (50,897) | (50,896) | |||
| Recapitalization, shares | 8,000 | 535,419 | ||||
| Purchase of treasury stock | (247,165) | (247,165) | ||||
| Shares issued for cash | $ 255 | 10,136,245 | 10,136,500 | |||
| Shares issued for cash, shares | 2,550,035 | |||||
| Shares issued for services | $ 71 | 2,757,430 | 2,757,501 | |||
| Shares issued for services, shares | 705,740 | |||||
| Warrants issued for services | 5,497,132 | 5,497,132 | ||||
| Shares issued through conversion of debt | $ 23 | 1,040,976 | 1,040,999 | |||
| Shares issued through conversion of debt, Shares | 233,787 | |||||
| Stock based compensation | 1,897,585 | 1,897,585 | ||||
| Shares surrendered in payment of debt | $ (1) | (88,399) | (88,400) | |||
| Shares surrendered in payment of debt, shares | (14,890) | |||||
| Net loss | (13,449,280) | (13,449,280) | ||||
| Ending balance, value at Dec. 31, 2021 | $ 1 | $ 1,196 | 30,146,728 | (247,165) | (27,550,126) | 2,350,634 |
| Balance at ending, shares at Dec. 31, 2021 | 8,000 | 12,492,050 | ||||
| Shares issued for cash | $ 41 | 3,271,445 | 3,271,486 | |||
| Shares issued for cash, shares | 404,410 | |||||
| Shares issued for services | $ 58 | 4,983,442 | 4,983,500 | |||
| Shares issued for services, shares | 588,990 | |||||
| Retirement of shares | (247,165) | 247,165 | ||||
| Retirement of shares, shares | (110,762) | |||||
| Warrants converted to shares | $ 125 | 5,247,524 | 5,247,649 | |||
| Warrants converted to shares, shares | 1,250,658 | |||||
| Warrants issued for services | 23,730,298 | 23,730,298 | ||||
| Warrants issued for extinguishment of debt | 3,408,559 | 3,408,559 | ||||
| Merger | $ (1) | $ 537 | 264 | (615,380) | (614,580) | |
| Merger, shares | (8,000) | 4,941,493 | ||||
| Net loss | (37,574,217) | (37,574,217) | ||||
| Ending balance, value at Dec. 31, 2022 | $ 1,957 | $ 70,541,095 | $ (65,739,723) | $ 4,803,329 | ||
| Balance at ending, shares at Dec. 31, 2022 | 19,566,839 |
CONSOLIDATED STATEMENTS OF CASH
| CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
| Dec. 31, 2022 | Dec. 31, 2021 | |
| OPERATING ACTIVITIES | ||
| Net loss | $ (37,574,217) | $ (13,449,280) |
| Adjustments to reconcile net loss to net cash used in operating activities | ||
| Depreciation and amortization | 1,001,384 | 447,413 |
| Forgiveness of debt | 0 | (160,095) |
| Loss on termination of licensing agreement (in exchange for convertible debt) | 0 | 1,500,000 |
| Shares issued for non-employee services | 4,983,500 | 2,757,501 |
| Stock based compensation | 0 | 1,897,585 |
| Warrants issued for services | 23,730,298 | 5,497,132 |
| Warrants issued for extinguishment of debt | 3,408,559 | 0 |
| Derivative liability warrants | 1,125,000 | 0 |
| (Increase) decrease in: | ||
| Accounts receivable | (8,075) | 21,786 |
| Right of use asset/liability | 628 | (1,317) |
| Other assets | 0 | 2,000 |
| Prepaid assets | (490,689) | 0 |
| Increase (decrease) in: | ||
| Accounts payable | (35,071) | (1,578,145) |
| Accrued expenses | (17,128) | (424,020) |
| Deferred revenue | 0 | (1,000,000) |
| NET CASH USED IN OPERATING ACTIVITIES | (3,875,811) | (4,489,440) |
| INVESTING ACTIVITIES | ||
| Purchase of license right | 0 | (1,750,000) |
| NET CASH USED IN INVESTING ACTIVITIES | 0 | (1,750,000) |
| FINANCING ACTIVITIES | ||
| Proceeds from notes payable | 0 | 77,595 |
| Repayment of notes payable | (2,417,000) | (1,700,000) |
| Cash paid as part of merger/recapitalization | (614,580) | (50,897) |
| Repurchase of treasury shares | 0 | (247,165) |
| Shares issued for cash | 3,271,486 | 10,136,500 |
| Shares issued for cash for the conversion warrants | 5,247,649 | 0 |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 5,487,555 | 8,216,033 |
| NET INCREASE IN CASH | 1,611,744 | 1,976,593 |
| CASH AT BEGINNING OF YEAR | 2,179,558 | 202,965 |
| CASH AT END OF YEAR | 3,791,302 | 2,179,558 |
| SUPPLEMENTAL DISCLOSURES | ||
| Interest paid | 0 | 0 |
| Taxes paid (refunded) | $ 0 | $ 0 |
DESCRIPTION OF BUSINESS AND BAS
| DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
| Dec. 31, 2022 | |
| Accounting Policies [Abstract] | |
| DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Nature of Business General The Merger Transaction About the Company’s Subsidiaries Our current business model is designed around furthering the development of our current product portfolio. We are continually exploring partnership opportunities with companies that have novel therapies in various stages of development or companies with technologies that improve the way that drugs are delivered to patients. We seek the best strategic relationships, which relationships could include in-license agreements, out-license agreements, co-development arrangements and other strategic partnerships in new and exciting therapeutic areas such as auto-immune disease and oncology. Basis of Presentation – As a result of the Merger, the consolidated financial statements included in this report reflect (1) the historical operating results of Coeptis prior to the Merger; (2) the combined results of the Company and Coeptis following the closing of the Merger; (3) the assets and liabilities of Coeptis at their historical cost; and (4) the Company’s equity structure for all periods presented. Principles of Consolidation Risks and Uncertainties |
SUMMARY OF SIGNIFICANT ACCOUNTI
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
| Dec. 31, 2022 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash Property and Equipment 1,384 2,546 Research and Development 20,887 0 Impairment - no Warrant Liabilities - Derivatives and Hedging Income Taxes The Income Taxes Topic of FASB ASC clarifies the accounting and reporting for uncertainties in income tax law within subtopic FASB ASC 740-10-25-5. The guidance prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. Management believes that there is no Use of Estimates Adoption of New Accounting Pronouncements Revenue from Contracts with Customers, As part of the adoption of the ASU, the Company elected to use the following transition practical expedients: (i) to reflect the aggregate of all contract modifications that occurred prior to the date of the initial application when identifying satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price; and (ii) to apply the standard only to contracts that are not completed at the initial date of application. Because contract modifications are minimal, there is not a significant impact as a result of electing these practical expedients. The majority of the Company’s revenue is recognized at a point in time based on the transfer of control. Revenue recognized over time primarily consists of performance obligations that are satisfied within one year or less. In addition, the majority of the Company’s contracts do not contain variable considering and contract modifications are generally minimal. For these reasons, there is not a significant impact as a result of electing these transition practical expedients. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements. The majority of the Company’s revenue arrangement generally consist of a single performance obligation to transfer promised goods or services. Based on the Company’s evaluation process and review of its contracts with customers, the timing and amount of revenue recognized previously is consistent with how revenue is recognized under the new standard. No changes were required to previously reported revenues as a result of the adoption. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ASU 2016-02 was effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company adopted this standard as of January 1, 2020, and applied it on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. As of December 31, 2022 and 2021 the Company had a right of use asset net of accumulated amortization of $ 58,914 17,925 41,618 14,724 14,723 0 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes During the years ended December 31, 2022 and 2021, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. Revenue Recognition 0 75,000 Earnings Per Share Going Concern 65,739,723 Fair Value of Financial Instruments |
LICENSE RIGHT
| LICENSE RIGHT | 12 Months Ended |
| Dec. 31, 2022 | |
| Goodwill and Intangible Assets Disclosure [Abstract] | |
| LICENSE RIGHT | NOTE 3 – LICENSE RIGHT Prior to 2021, the Company entered into an agreement with a foreign entity to market, distribute, and sell the Consensi product (Product) on an exclusive basis within the United States and Puerto Rico. Upon execution of the Agreement the Company paid $1,000,000 to the foreign entity. Milestone payments were due as follows; (1) $1,500,000 upon completion of the CMC Plan as reimbursements of costs incurred by the foreign entity, (2) $1,000,000 was due upon first commercial sale of the Product which occurred in June 2020. Milestones were met and paid in 2020. In September of 2021, the Company executed a license termination agreement with the foreign entity to cease all efforts for sales and promotion of the product in the United States and Puerto Rico. The termination included (i) issuance of $1,500,000 of convertible debt due in 2023 to satisfy amounts owed for the license, (ii) the issue of warrants (See NOTE 5) and (iii) transfer of inventory ownership back to the foreign entity. In conjunction with this termination, the Company also terminated its marketing agreement with a third party for the Product’s sales and promotion. During the year ended December 31, 2021, the Company and VyGen-Bio, Inc. (“Vy-Gen”) entered into agreements to jointly develop and commercialize two Vy-Gen product candidates, CD38-GEAR-NK and CD38-Diagnostic (the “CD38 Assets”). The Company paid $ 1,750,000 3,250,000 5,000,000 250,000 1,500,000 0 The Company made certain judgements as the basis in determining the accounting treatment of these options. The CD38 Assets represent a platform technology and a diagnostic tool which have multiple applications and uses. Both projects are intended to be used in more than one therapy or diagnostic option. For example, GEAR-NK is a technology which allows for the gene editing of human natural killer cells, so that these cells can no longer bind and be destroyed by targeted monoclonal antibody treatments. The GEAR-NK technology can be modified to work concomitantly with many different monoclonal antibody treatments in which there are currently over 100 approved by the FDA. Anti-CD38 is only the first class of monoclonal antibody treatments being developed under the GEAR-NK platform. Therefore, the pursuit of FDA approval for the use of CD38 assets for at least one indication or medical device approval is at least reasonably expected. Further, as the diagnostic asset may be used as an in vitro technology, it could be classified as a medical device, and therefore toxicity studies would not be a contingency to be resolved before reasonably establishing future value assumptions. In addition, there is perceived value in the CD38 assets, based on publicly disclosed current business deals in cell therapies, the developing market for these innovative technologies, and current interest from third parties in these technologies. The Company may sell or license its right to another party, with the written consent of VyGen Bio, which cannot be unreasonably withheld. Furthermore, the Company believes that any negative results from ongoing development of a single therapy or use, would not result in abandoning the project. Given these considerations, The Company has determined that these options have alternative future use and should be recorded as assets pursuant to ASC 730-10-25-2, Research and Development Related to the joint development, the Company, under the direction of the joint steering committee, is assessing market opportunities, intellectual property protection, and potential regulatory strategies for the CD38 Assets. VyGen Bio is responsible for development activities conducted and overseen by the scientists at Karolinska Institute. The agreement does not currently require additional payments for R&D costs by the Company and no additional payments are required upon development or regulatory milestones. |
DEBT
| DEBT | 12 Months Ended |
| Dec. 31, 2022 | |
| Debt Disclosure [Abstract] | |
| DEBT | NOTE 4 – DEBT The Company entered into a note payable agreement with an unrelated company with a conversion option. The principal amount of $ 200,000 9 June 15, 2020 200,000 In January 2020, the Company entered into a Senior Secured Note agreement with an unrelated party. The principal amount of $ 500,000 8 July 31, 2022 400,000 1.50 500,000 135,671 In January 2020, the Company entered into a Senior Secured Note agreement with a related party stockholder. The principal amount of $ 250,000 8 February 8, 2021 0 0 In January 2020, the Company entered into another Senior Secured Note agreement with a stockholder. The principal amount of $ 250,000 8 February 8, 2021 0 0 In January 2020, the Company entered into a Senior Secured Note agreement with an unrelated party. The principal amount of $ 333,000 8 February 8, 2021 0 0 In January 2020, the Company entered into a Senior Secured Note agreement with an unrelated party. The principal amount of $ 167,000 8 July 31, 2022 250,000 50,000 117,000 42,893 In September 2020, the Company entered a non-interest bearing, unsecured note agreement with two shareholders for $ 104,000 0 0 In September 2021, as part of a termination of a license agreement with Purple BioTech (“Purple”), the Company issued a convertible note in the principal amount of $ 1,500,000 5 Loans under the CARES Act 77,500 77,595 0 0 On July 8, 2020, the Company received a loan of $ 150,000 3.75 150,000 Maturities of long-term debt are as follows for the years ended December 31, Schedule of maturities for long-term debt 2023 $ – 2024 – 2025 – 2026 – 2027 1,420 Thereafter 148,580 Total long-term debt $ 150,000 Derivative Liability Warrants - At December 31, 2022 and 2021, there were (i) 7,500,000 3,750,000 The Company may call the Public Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant: • at any time while the Public Warrants are exercisable, • upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, • if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and • if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants only allow the holder thereof to one ordinary share. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary share. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s ordinary share if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants and Public Warrants are not indexed to the Company’s ordinary share in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that certain warrant provisions preclude equity treatment as by ASC Section 815-10-15. The Company accounts for its Public Warrants and Private Placement Warrants as liabilities as set forth in ASC 815-40-15-7D and 7F. See below for details over the methodology and valuation of the Warrants. The Company follows the guidance in ASC Topic 820, Fair Value Measurement The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value hierarchy Description Level December 31, December 31, Warrant Liability – Public Warrants 1 $ 750,000 $ 2,398,500 Warrant Liability – Private Placement Warrants 3 $ 375,000 $ 2,398,500 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the consolidated statements of operations. The Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The following table provides quantitative information regarding Level 3 fair value measurements: Schedule of fair value assumptions December 31, December 31, Risk-free interest rate 3.97% 1.14% Expected volatility 67.1% 12.3% Exercise price $ 11.50 $ 11.50 Stock Price $ 1.53 $ 10.00 The following table presents the changes in the fair value of warrant liabilities: Schedule of changes in fair value of warrant liabilities Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 10,350,000 $ 10,350,000 $ 20,700,000 Change in valuation inputs (7,951,500 ) (7,951,500 ) (15,903,000 ) Fair value as of December 31, 2021 2,398,500 2,398,500 4,797,000 Change in valuation inputs (2,023,500 ) (1,648,500 ) (3,672,000 ) Fair value as of December 31, 2022 $ 375,000 $ 750,000 $ 1,125,000 There were no |
CAPITAL STRUCTURE
| CAPITAL STRUCTURE | 12 Months Ended |
| Dec. 31, 2022 | |
| Equity [Abstract] | |
| CAPITAL STRUCTURE | NOTE 5 – CAPITAL STRUCTURE As of December 31, 2022, the total number of shares of stock which the corporation shall have authority to issue is 160,000,000 shares, of which 150,000,000 0.0001 10,000,000 0.0001 Common Stock 19,566,839 12,492,050 12,381,287 In 2022 and 2021, Coeptis Therapeutics Holdings, Inc., raised capital by issuance of common stock above the stated par value. The contributed capital recognized as additional paid in capital during the years ended December 31, 2022 and 2021 was $ 3,271,487 10,136,500 Treasury Stock 110,762 247,165 110,762 Preferred Stock no 8,000 Common Stock Warrants As a result of the Merger on October 28, 2022, all surviving warrants from Coeptis Therapeutics, Inc. were converted using a 2.9685:1 ratio, and became exercisable to acquire shares of the Company’s common stock. On November 23, 2020, Coeptis Therapeutics, Inc. (under its prior name Vinings Holdings Inc.) issued a class A and a class B warrant to Coral Investment Partners, LP (“CIP”), with each warrant granting CIP the right to purchase 500,000 2 5 November 30, 2023 336,869 Warrant Holder 1 500,000 1 500,000 2 500,000 5 June 1, 2026 2,500 504,461 Warrant Holder 2 200,000 1 100,000 2 100,000 5 July 26, 2026 5,000 195,000 75,000 25,000 33,687 On September 22, 2021, Coeptis Therapeutics, Inc. issued a warrant in conjunction with the termination of the license right (see Note 3) with Purple, granting Purple the right to purchase 300,000 5 1,897,585 101,061 Warrant Holder 3 600,000 1 December 20, 2026 300,000 175,000 115,000 10,000 no Warrant Holder 4 300,000 300,000 no Warrant Holder 5 175,000 200,000 126,326 Warrant Holder 6 250,000 1.50 January 31, 2024 84,217 Warrant Holder 7 400,000 1.50 January 31, 2024 134,747 Warrant Holder 8 775,000 1.50 January 31, 2024 775,000 no Warrant Holder 9 200,000 1.50 January 31, 2024 200,000 no Warrant Holder 10 350,000 1.50 January 31, 2024 53,334 50,000 246,666 no Warrant Holder 11 150,000 1 150,000 2 January 31, 2024 170,000 1.50 January 31, 2024 158,328 Warrant Holder 12 1,018,050 1.50 January 31, 2024 100,000 918,050 no Warrant Holder 13 225,000 1.50 January 31, 2024 15,000 210,000 no Warrant Holder 14 - 100,000 1 January 31, 2024 100,000 no Warrant Holder 15 - 100,000 1.50 January 31, 2024 100,000 no Warrant Holder 16 - 100,000 1.50 January 31, 2024 25,000 75,000 no Warrant Holder 17 - 52,050 1.50 January 31, 2024 52,050 no Warrant Holder 18 - 250,000 3 March 30, 2024 84,217 Warrant Holder 19 - 300,000 1.50 April 1, 2027 300,000 no The warrants issued since May 28, 2021 and as of December 31, 2022 were valued using the Black-Scholes option pricing model using the following assumptions: 1) exercise price ranging from $1.00 to $5.00 per share, 2) fair value ranging from $4.80 to $6.00 per share, 3) discount rate ranging from 1.15% to 2.31%, 3) dividend rate of 0%, and 4) a term ranging from 2 to 5 years. On April 19, 2022, Coeptis Therapeutics, Inc. initiated a warrant conversion call for certain warrants and on April 20, 2022, for additional warrants. The original expiration for the warrant conversions was set as May 19, 2022, and May 20, 2022. The expiration date was extended and moved to June 30, 2022. A second extension moved the expiration to July 15, 2022, and the third extension moved the expiration date for the warrant conversions to August 1, 2022. The final extension was extended and moved to September 13, 2022. Warrants that were part of the call and not exercised by this date expired. Schedule of warrants outstanding $ 1.00 $ 1.50 $ 2.00 $ 3.00 $ 5.00 Warrant contract # Shares $ 2.97 $ 4.45 $ 5.94 $ 8.91 $ 14.84 Coral Investment Partners Warrants 1,000,000 – – 500,000 – 500,000 Coral Investment Partners Warrants, as converted 336,869 – – 168,434 – 168,434 Warrant Holder 1 1,500,000 500,000 – 500,000 – 500,000 July 28, 2022 (2,500 ) (2,500 ) – – – – 1,497,500 497,500 – 500,000 – 500,000 Warrant Holder 1, as converted 504,461 167,592 – 168,434 – 168,434 Warrant Holder 2 400,000 200,000 – 100,000 – 100,000 March 1, 2022 (5,000 ) (5,000 ) – – – – June 27, 2022 (270,000 ) (195,000 ) – (75,000 ) – – Expired - September 13, 2022 (25,000 ) – – (25,000 ) – – 100,000 – – – – 100,000 Warrant Holder 2, as converted 33,687 – – – – 33,687 Purple BioTech 300,000 – – – – 300,000 Purple BioTech, as converted 101,061 – – – – 101,061 Warrant Holder 3 600,000 600,000 – – – – Transfer to Warrant Holder 4 (300,000 ) (300,000 ) – – – – Transfer to Warrant Holder 5 (175,000 ) (175,000 ) – – – – August 19, 2022 (115,000 ) (115,000 ) – – – – Expired - September 13, 2022 (10,000 ) (10,000 ) – – – – – – – – – – Warrant Holder 3, as converted – – – – – – Warrant Holder 4 Transfer from Warrant Holder 3 300,000 300,000 – – – – August 19, 2022 (300,000 ) (300,000 ) – – – – – – – – – – Warrant Holder 4, as converted – – – – – – Warrant Holder 5 Transfer from Warrant Holder 3 175,000 175,000 – – – – Transfer from Warrant Holder 9 200,000 – 200,000 – – – 375,000 175,000 200,000 – – – Warrant Holder 5, as converted 126,326 58,952 67,374 – – – Warrant Holder 6 250,000 – 250,000 – – – Warrant Holder 6, as converted 84,217 – 84,217 – – – Warrant Holder 7 400,000 – 400,000 – – – Warrant Holder 7, as converted 134,747 – 134,747 – – – Warrant Holder 8 775,000 – 775,000 – – – September 14, 2022 (775,000 ) – (775,000 ) – – – – – – – – – Warrant Holder 8, as converted – – – – – – Warrant Holder 9 200,000 – 200,000 – – – Transfer to Warrant Holder 5 (200,000 ) – (200,000 ) – – – – – – – – – Warrant Holder 9, as converted – – – – – – Warrant Holder 10 350,000 – 350,000 – – – March 1, 2022 (53,334 ) – (53,334 ) – – – August 19, 2022 (50,000 ) – (50,000 ) – – – September 14, 2022 (246,666 ) – (246,666 ) – – – – – – – – – Warrant Holder 10, as converted – – – – – – Warrant Holder 11 300,000 150,000 – 150,000 – – April 14, 2022 170,000 – 170,000 – – – 470,000 150,000 170,000 150,000 – – Warrant Holder 11, as converted 158,328 50,530 57,268 50,530 – – Warrant Holder 12 1,018,050 – 1,018,050 – – – August 19, 2022 (100,000 ) – (100,000 ) – – – September 14, 2022 (918,050 ) – (918,050 ) – – – – – – – – – Warrant Holder 12, as converted – – – – – – Warrant Holder 13 225,000 – 225,000 – – – March 1, 2022 (15,000 ) – (15,000 ) – – – September 14, 2022 (210,000 ) – (210,000 ) – – – – – – – – – Warrant Holder 13, as converted – – – – – – Warrant Holder 14 100,000 100,000 – – – – August 19, 2022 (100,000 ) (100,000 ) – – – – – – – – – – Warrant Holder 14, as converted – – – – – – Warrant Holder 15 100,000 – 100,000 – – – September 14, 2022 (100,000 ) – (100,000 ) – – – – – – – – – Warrant Holder 15, as converted – – – – – – Warrant Holder 16 100,000 – 100,000 – – – June 27, 2022 (25,000 ) – (25,000 ) – – – September 14, 2022 (75,000 ) – (75,000 ) – – – – – – – – – Warrant Holder 16, as converted – – – – – – Warrant Holder 17 52,050 – 52,050 – – – September 14, 2022 (52,050 ) – (52,050 ) – – – – – – – – – Warrant Holder 17, as converted – – – – – – Warrant Holder 18 250,000 – – – 250,000 – Warrant Holder 18, as converted 84,217 – – – 84,217 – Warrant Holder 19 300,000 – 300,000 – – – (300,000 ) – (300,000 ) – – – – – – – – – Warrant Holder 19, as converted – – – – – – Total warrants outstanding for purchase of shares: 4,642,500 822,500 1,020,000 1,150,000 250,000 1,400,000 Total warrants outstanding for purchase of shares, as converted: 1,563,912 277,074 343,606 387,399 84,217 471,616 Options/Stock Awards - no The Company has subsequently granted options to purchase an aggregate of 1,357,500 shares of our common stock under the 2022 Equity Incentive Plan, to various officers, directors, employees and consultants, at an average exercise price of . The Company has also granted a stand-alone option to a former employee to purchase up to 100,000 shares of our common stock at an exercise price of $10 per share. |
COMMITMENTS AND CONTINGENCIES
| COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
| Dec. 31, 2022 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES Leases Leases 45,000 Future minimum rental payments required under the lease are as follows: Future minimum rental payments 2023 $ 45,000 2024 18,750 Total minimum lease payments: 63,750 Less amount representing interest (7,409 ) Present value of minimum lease payments: $ 56,341 As of December 31, 2022, the Company had recorded a right of use asset of $ 58,914 41,618 14,723 Legal Matters Royalty Obligations - 0 0 Royalty Advances 1,000,000 1,000,000 no Potential Asset Acquisition University of Pittsburgh Option Agreement CAR T License 75,000 15,000 25,000 Registration Rights Pursuant to a registration rights agreement entered into on October 29, 2020, the holders of the founder shares, the Private Placement Warrants and underlying securities, and any securities issued upon conversion of Working Capital Loans (and underlying securities) would be entitled to registration rights pursuant to a registration rights agreement. The holders of at least a majority in interest of the then-outstanding number of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, Imperial, I-Bankers and Northland did not exercise their demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of the registration statement and did not exercise its demand rights on more than one occasion. The registration rights agreement did not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company would bear the expenses incurred in connection with the filing of any such registration statements. |
401(k) PROFIT-SHARING PLAN
| 401(k) PROFIT-SHARING PLAN | 12 Months Ended |
| Dec. 31, 2022 | |
| Retirement Benefits [Abstract] | |
| 401(k) PROFIT-SHARING PLAN | NOTE 7 - 401(k) PROFIT-SHARING PLAN The Company sponsors a qualified profit-sharing plan with a 401(k) feature that covers all eligible employees. Participation in the 401(k) feature of the plan is voluntary. Participating employees may defer up to 100% of their compensation up to the maximum prescribed by the Internal Revenue Code. The plan permits for employee elective deferrals but has no contribution requirements for the Company. During the years ended December 31, 2022 and 2021, no |
INCOME TAXES
| INCOME TAXES | 12 Months Ended |
| Dec. 31, 2022 | |
| Income Tax Disclosure [Abstract] | |
| INCOME TAXES | NOTE 8 – INCOME TAXES The Company has established deferred tax assets and liabilities for the recognition of future deductions or taxable amounts and operating loss carry forward. Deferred tax assts and liabilities for the recognition of future deductions or taxable amounts and operating loss carry forwards. Deferred federal and state income tax expense or benefit is recognized as a result of the change in the deferred tax asset or liability during the year using the currently enacted tax laws and rates that apply to the period in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce deferred tax assets to the amount that will more likely than not be realized. During the years ended December 31, 2022 and 2021, a reconciliation of income tax benefit at the statutory rate of 31% to income tax benefit at the Company’s effective tax rate is as follows: Schedule of effective income tax reconciliation 2022 2021 Income tax benefit at statutory rate $ 11,648,000 $ 7,130,000 Change in valuation allowance (11,648,000 ) (7,130,000 ) Provision for federal/state income taxes $ – $ – The income tax provision differs from the expense that would result from applying federal statutory rates to income before income taxes as follows: Schedule of reconciliation of tax expense 2022 2021 Expected federal statutory income tax provision/rate $ (7,906,850 ) (21.0% ) $ (4,830,000 ) (21.0% ) State income taxes, net of federal benefit (3,765,167 ) (10.0% ) (2,300,000 ) (10.0% ) Other 24,017 0.2% – – Income tax benefit at statutory rate $ (11,648,000 ) (30.8% ) $ (7,130,000 ) (31.0% ) Change in valuation allowance 11,648,000 30.8% 7,130,000 31.0% Provision for income taxes (benefit) $ – – $ – – The Company’s calculation of net operating loss carryforwards: As of December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards $ 18,429,000 $ 7,130,000 Derivative liability warrants 349,000 – Total deferred tax assets 18,778,000 7,130,000 Less valuation allowance (18,778,000 ) (7,130,000 ) Net deferred tax liabilities $ – $ – At December 31, 2022, the Company has approximately $ 59,000,000 |
SUBSEQUENT EVENTS
| SUBSEQUENT EVENTS | 12 Months Ended |
| Dec. 31, 2022 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Management has performed a review of items occurring after year end to determine if there were any that would require adjustment to in disclosure in the accompanying consolidated financial statements noting no such items other than the following: On January 3 and 20, 2022, the Company issued warrants to various shareholders giving them the right to purchase a total of 350,000 shares, with strike prices between $1.90 and $2.50. The warrants expire January 2027. On January 25, 2023, the Company entered into a corporate research agreement with the University of Pittsburgh for the pre-clinical development of SNAP-CART cells targeting HER2. The Company agreed to pay $716,714 for performance-based milestones. On January 27, 2023, the Company subsequently granted options to purchase an aggregate of 1,357,500 shares of our common stock under the 2022 Equity Incentive Plan, to various officers, directors, employees and consultants, at an average exercise price of . The Company has also granted a stand-alone option to a former employee to purchase up to 100,000 shares of our common stock at an exercise price of $10 per share. On February 14, 2023, the Company filed Form S-1: General form for Registration of Securities with the Securities and Exchange Commission, to register shares of its common stock in connection with a potential public offering. As of the date hereof, the S-1 has not been declared effective by the Securities and Exchange Commission. |
SUMMARY OF SIGNIFICANT ACCOUN_2
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
| Dec. 31, 2022 | |
| Accounting Policies [Abstract] | |
| Cash | Cash |
| Property and Equipment | Property and Equipment 1,384 2,546 |
| Research and Development | Research and Development 20,887 0 |
| Impairment | Impairment - no |
| Warrant Liabilities | Warrant Liabilities - Derivatives and Hedging |
| Income Taxes | Income Taxes The Income Taxes Topic of FASB ASC clarifies the accounting and reporting for uncertainties in income tax law within subtopic FASB ASC 740-10-25-5. The guidance prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. Management believes that there is no |
| Use of Estimates | Use of Estimates |
| Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements Revenue from Contracts with Customers, As part of the adoption of the ASU, the Company elected to use the following transition practical expedients: (i) to reflect the aggregate of all contract modifications that occurred prior to the date of the initial application when identifying satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price; and (ii) to apply the standard only to contracts that are not completed at the initial date of application. Because contract modifications are minimal, there is not a significant impact as a result of electing these practical expedients. The majority of the Company’s revenue is recognized at a point in time based on the transfer of control. Revenue recognized over time primarily consists of performance obligations that are satisfied within one year or less. In addition, the majority of the Company’s contracts do not contain variable considering and contract modifications are generally minimal. For these reasons, there is not a significant impact as a result of electing these transition practical expedients. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements. The majority of the Company’s revenue arrangement generally consist of a single performance obligation to transfer promised goods or services. Based on the Company’s evaluation process and review of its contracts with customers, the timing and amount of revenue recognized previously is consistent with how revenue is recognized under the new standard. No changes were required to previously reported revenues as a result of the adoption. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ASU 2016-02 was effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company adopted this standard as of January 1, 2020, and applied it on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. As of December 31, 2022 and 2021 the Company had a right of use asset net of accumulated amortization of $ 58,914 17,925 41,618 14,724 14,723 0 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes During the years ended December 31, 2022 and 2021, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
| Revenue Recognition | Revenue Recognition 0 75,000 |
| Earnings Per Share | Earnings Per Share |
| Going Concern | Going Concern 65,739,723 |
| Fair Value of Financial Instruments | Fair Value of Financial Instruments |
DEBT (Tables)
| DEBT (Tables) | 12 Months Ended |
| Dec. 31, 2022 | |
| Debt Disclosure [Abstract] | |
| Schedule of maturities for long-term debt | Schedule of maturities for long-term debt 2023 $ – 2024 – 2025 – 2026 – 2027 1,420 Thereafter 148,580 Total long-term debt $ 150,000 |
| Schedule of fair value hierarchy | Schedule of fair value hierarchy Description Level December 31, December 31, Warrant Liability – Public Warrants 1 $ 750,000 $ 2,398,500 Warrant Liability – Private Placement Warrants 3 $ 375,000 $ 2,398,500 |
| Schedule of fair value assumptions | Schedule of fair value assumptions December 31, December 31, Risk-free interest rate 3.97% 1.14% Expected volatility 67.1% 12.3% Exercise price $ 11.50 $ 11.50 Stock Price $ 1.53 $ 10.00 |
| Schedule of changes in fair value of warrant liabilities | Schedule of changes in fair value of warrant liabilities Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 10,350,000 $ 10,350,000 $ 20,700,000 Change in valuation inputs (7,951,500 ) (7,951,500 ) (15,903,000 ) Fair value as of December 31, 2021 2,398,500 2,398,500 4,797,000 Change in valuation inputs (2,023,500 ) (1,648,500 ) (3,672,000 ) Fair value as of December 31, 2022 $ 375,000 $ 750,000 $ 1,125,000 |
CAPITAL STRUCTURE (Tables)
| CAPITAL STRUCTURE (Tables) | 12 Months Ended |
| Dec. 31, 2022 | |
| Equity [Abstract] | |
| Schedule of warrants outstanding | Schedule of warrants outstanding $ 1.00 $ 1.50 $ 2.00 $ 3.00 $ 5.00 Warrant contract # Shares $ 2.97 $ 4.45 $ 5.94 $ 8.91 $ 14.84 Coral Investment Partners Warrants 1,000,000 – – 500,000 – 500,000 Coral Investment Partners Warrants, as converted 336,869 – – 168,434 – 168,434 Warrant Holder 1 1,500,000 500,000 – 500,000 – 500,000 July 28, 2022 (2,500 ) (2,500 ) – – – – 1,497,500 497,500 – 500,000 – 500,000 Warrant Holder 1, as converted 504,461 167,592 – 168,434 – 168,434 Warrant Holder 2 400,000 200,000 – 100,000 – 100,000 March 1, 2022 (5,000 ) (5,000 ) – – – – June 27, 2022 (270,000 ) (195,000 ) – (75,000 ) – – Expired - September 13, 2022 (25,000 ) – – (25,000 ) – – 100,000 – – – – 100,000 Warrant Holder 2, as converted 33,687 – – – – 33,687 Purple BioTech 300,000 – – – – 300,000 Purple BioTech, as converted 101,061 – – – – 101,061 Warrant Holder 3 600,000 600,000 – – – – Transfer to Warrant Holder 4 (300,000 ) (300,000 ) – – – – Transfer to Warrant Holder 5 (175,000 ) (175,000 ) – – – – August 19, 2022 (115,000 ) (115,000 ) – – – – Expired - September 13, 2022 (10,000 ) (10,000 ) – – – – – – – – – – Warrant Holder 3, as converted – – – – – – Warrant Holder 4 Transfer from Warrant Holder 3 300,000 300,000 – – – – August 19, 2022 (300,000 ) (300,000 ) – – – – – – – – – – Warrant Holder 4, as converted – – – – – – Warrant Holder 5 Transfer from Warrant Holder 3 175,000 175,000 – – – – Transfer from Warrant Holder 9 200,000 – 200,000 – – – 375,000 175,000 200,000 – – – Warrant Holder 5, as converted 126,326 58,952 67,374 – – – Warrant Holder 6 250,000 – 250,000 – – – Warrant Holder 6, as converted 84,217 – 84,217 – – – Warrant Holder 7 400,000 – 400,000 – – – Warrant Holder 7, as converted 134,747 – 134,747 – – – Warrant Holder 8 775,000 – 775,000 – – – September 14, 2022 (775,000 ) – (775,000 ) – – – – – – – – – Warrant Holder 8, as converted – – – – – – Warrant Holder 9 200,000 – 200,000 – – – Transfer to Warrant Holder 5 (200,000 ) – (200,000 ) – – – – – – – – – Warrant Holder 9, as converted – – – – – – Warrant Holder 10 350,000 – 350,000 – – – March 1, 2022 (53,334 ) – (53,334 ) – – – August 19, 2022 (50,000 ) – (50,000 ) – – – September 14, 2022 (246,666 ) – (246,666 ) – – – – – – – – – Warrant Holder 10, as converted – – – – – – Warrant Holder 11 300,000 150,000 – 150,000 – – April 14, 2022 170,000 – 170,000 – – – 470,000 150,000 170,000 150,000 – – Warrant Holder 11, as converted 158,328 50,530 57,268 50,530 – – Warrant Holder 12 1,018,050 – 1,018,050 – – – August 19, 2022 (100,000 ) – (100,000 ) – – – September 14, 2022 (918,050 ) – (918,050 ) – – – – – – – – – Warrant Holder 12, as converted – – – – – – Warrant Holder 13 225,000 – 225,000 – – – March 1, 2022 (15,000 ) – (15,000 ) – – – September 14, 2022 (210,000 ) – (210,000 ) – – – – – – – – – Warrant Holder 13, as converted – – – – – – Warrant Holder 14 100,000 100,000 – – – – August 19, 2022 (100,000 ) (100,000 ) – – – – – – – – – – Warrant Holder 14, as converted – – – – – – Warrant Holder 15 100,000 – 100,000 – – – September 14, 2022 (100,000 ) – (100,000 ) – – – – – – – – – Warrant Holder 15, as converted – – – – – – Warrant Holder 16 100,000 – 100,000 – – – June 27, 2022 (25,000 ) – (25,000 ) – – – September 14, 2022 (75,000 ) – (75,000 ) – – – – – – – – – Warrant Holder 16, as converted – – – – – – Warrant Holder 17 52,050 – 52,050 – – – September 14, 2022 (52,050 ) – (52,050 ) – – – – – – – – – Warrant Holder 17, as converted – – – – – – Warrant Holder 18 250,000 – – – 250,000 – Warrant Holder 18, as converted 84,217 – – – 84,217 – Warrant Holder 19 300,000 – 300,000 – – – (300,000 ) – (300,000 ) – – – – – – – – – Warrant Holder 19, as converted – – – – – – Total warrants outstanding for purchase of shares: 4,642,500 822,500 1,020,000 1,150,000 250,000 1,400,000 Total warrants outstanding for purchase of shares, as converted: 1,563,912 277,074 343,606 387,399 84,217 471,616 Options/Stock Awards - no The Company has subsequently granted options to purchase an aggregate of 1,357,500 shares of our common stock under the 2022 Equity Incentive Plan, to various officers, directors, employees and consultants, at an average exercise price of . The Company has also granted a stand-alone option to a former employee to purchase up to 100,000 shares of our common stock at an exercise price of $10 per share. |
COMMITMENTS AND CONTINGENCIES (
| COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
| Dec. 31, 2022 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Future minimum rental payments | Future minimum rental payments 2023 $ 45,000 2024 18,750 Total minimum lease payments: 63,750 Less amount representing interest (7,409 ) Present value of minimum lease payments: $ 56,341 |
INCOME TAXES (Tables)
| INCOME TAXES (Tables) | 12 Months Ended |
| Dec. 31, 2022 | |
| Income Tax Disclosure [Abstract] | |
| Schedule of effective income tax reconciliation | Schedule of effective income tax reconciliation 2022 2021 Income tax benefit at statutory rate $ 11,648,000 $ 7,130,000 Change in valuation allowance (11,648,000 ) (7,130,000 ) Provision for federal/state income taxes $ – $ – |
| Schedule of reconciliation of tax expense | Schedule of reconciliation of tax expense 2022 2021 Expected federal statutory income tax provision/rate $ (7,906,850 ) (21.0% ) $ (4,830,000 ) (21.0% ) State income taxes, net of federal benefit (3,765,167 ) (10.0% ) (2,300,000 ) (10.0% ) Other 24,017 0.2% – – Income tax benefit at statutory rate $ (11,648,000 ) (30.8% ) $ (7,130,000 ) (31.0% ) Change in valuation allowance 11,648,000 30.8% 7,130,000 31.0% Provision for income taxes (benefit) $ – – $ – – |
SUMMARY OF SIGNIFICANT ACCOUN_3
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
| Dec. 31, 2022 | Dec. 31, 2021 | |
| Product Information [Line Items] | ||
| Depreciation expense | $ 1,384 | $ 2,546 |
| Research and development expenses | 20,887 | 0 |
| Asset Impairment Charges | 0 | 0 |
| Unrecognized Tax Benefits | 0 | 0 |
| Right of use asset net of accumulated amortization | 58,914 | 17,925 |
| Current right of use liabilities | 41,618 | 14,724 |
| Long term liabilities | 14,723 | 0 |
| Revenue | 0 | 75,000 |
| Accumulated deficit | 65,739,723 | 27,550,126 |
| Consulting Services [Member] | ||
| Product Information [Line Items] | ||
| Revenue | $ 0 | $ 75,000 |
LICENSE RIGHT (Details Narrativ
| LICENSE RIGHT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
| Nov. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
| Finite-Lived Intangible Assets [Line Items] | ||||
| Repayments of Notes Payable | $ 1,500,000 | $ 250,000 | $ 2,417,000 | $ 1,700,000 |
| CD38 Assets [Member] | ||||
| Finite-Lived Intangible Assets [Line Items] | ||||
| Notes Issued | 3,250,000 | |||
| Notes Payable, Noncurrent | 0 | |||
| CD38 Assets [Member] | ||||
| Finite-Lived Intangible Assets [Line Items] | ||||
| Payments to Acquire Intangible Assets | $ 1,750,000 | |||
| Capitalized Contract Cost, Gross | $ 5,000,000 | |||
DEBT (Details - Debt maturities
| DEBT (Details - Debt maturities) | Dec. 31, 2022 USD ($) |
| Debt Disclosure [Abstract] | |
| 2023 | $ 0 |
| 2024 | 0 |
| 2025 | 0 |
| 2026 | 0 |
| 2027 | 1,420 |
| Thereafter | 148,580 |
| Total long-term debt | $ 150,000 |
DEBT (Details - Fair value)
| DEBT (Details - Fair value) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
| Public Warrants [Member] | ||
| Offsetting Assets [Line Items] | ||
| Financial Liabilities Fair Value Disclosure | $ 750,000 | $ 2,398,500 |
| Private Placement Warrants [Member] | ||
| Offsetting Assets [Line Items] | ||
| Financial Liabilities Fair Value Disclosure | $ 375,000 | $ 2,398,500 |
DEBT (Details - Assumptions)
| DEBT (Details - Assumptions) | 12 Months Ended | |
| Dec. 31, 2022 | Dec. 31, 2021 | |
| Measurement Input, Risk Free Interest Rate [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Derivatives, Determination of Fair Value | 3.97% | 1.14% |
| Measurement Input, Price Volatility [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Derivatives, Determination of Fair Value | 67.1% | 12.3% |
| Measurement Input, Exercise Price [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Derivatives, Determination of Fair Value | 11.50 | 11.50 |
| Measurement Input, Share Price [Member] | ||
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
| Derivatives, Determination of Fair Value | 1.53 | 10.00 |
DEBT (Details - Changes in fair
| DEBT (Details - Changes in fair value of warrant liabilities) - USD ($) | 12 Months Ended | |
| Dec. 31, 2022 | Dec. 31, 2021 | |
| Private Placement Warrants [Member] | ||
| Offsetting Assets [Line Items] | ||
| Fair value warrant liabilities at beginning | $ 2,398,500 | $ 10,350,000 |
| Change in valuation inputs | 2,023,500 | (7,951,500) |
| Change in valuation inputs | (2,023,500) | 7,951,500 |
| Fair value warrant liabilities at beginning | 375,000 | 2,398,500 |
| Public Warrants [Member] | ||
| Offsetting Assets [Line Items] | ||
| Fair value warrant liabilities at beginning | 2,398,500 | 10,350,000 |
| Change in valuation inputs | (1,648,500) | 7,951,500 |
| Change in valuation inputs | 1,648,500 | (7,951,500) |
| Fair value warrant liabilities at beginning | 750,000 | 2,398,500 |
| Warrant Liabilities [Member] | ||
| Offsetting Assets [Line Items] | ||
| Fair value warrant liabilities at beginning | 4,797,000 | 20,700,000 |
| Change in valuation inputs | 3,672,000 | 15,903,000 |
| Change in valuation inputs | (3,672,000) | (15,903,000) |
| Fair value warrant liabilities at beginning | $ 1,125,000 | $ 4,797,000 |
DEBT (Details Narrative)
| DEBT (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
| Apr. 14, 2022 | Dec. 31, 2022 | Nov. 30, 2022 | Jul. 31, 2022 | Mar. 31, 2022 | Jan. 31, 2020 | Feb. 28, 2021 | May 06, 2020 | Jul. 08, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
| Debt Instrument [Line Items] | |||||||||||||
| Repayments of Notes Payable | $ 1,500,000 | $ 250,000 | $ 2,417,000 | $ 1,700,000 | |||||||||
| Bull Horn Holdings Sponsor L C [Member] | |||||||||||||
| Debt Instrument [Line Items] | |||||||||||||
| Warrants outstanding | 3,750,000 | 3,750,000 | 3,750,000 | ||||||||||
| License Agreement [Member] | Purple Bio Tech [Member] | |||||||||||||
| Debt Instrument [Line Items] | |||||||||||||
| Principal amount | $ 1,500,000 | $ 1,500,000 | |||||||||||
| Debt Instrument, Interest Rate During Period | 5% | ||||||||||||
| Public Warrants [Member] | |||||||||||||
| Debt Instrument [Line Items] | |||||||||||||
| Warrants outstanding | 7,500,000 | 7,500,000 | 7,500,000 | ||||||||||
| Note Payable 1 [Member] | |||||||||||||
| Debt Instrument [Line Items] | |||||||||||||
| Principal amount | $ 200,000 | $ 200,000 | |||||||||||
| Debt stated interest rate | 9% | 9% | |||||||||||
| Debt maturity date | Jun. 15, 2020 | ||||||||||||
| Note payable | $ 200,000 | ||||||||||||
| Note Payable 2 [Member] | |||||||||||||
| Debt Instrument [Line Items] | |||||||||||||
| Principal amount | $ 500,000 | ||||||||||||
| Debt stated interest rate | 8% | ||||||||||||
| Debt maturity date | Jul. 31, 2022 | ||||||||||||
| Repayments of Notes Payable | $ 500,000 | ||||||||||||
| Interest Expense, Debt | 135,671 | ||||||||||||
| Note Payable 2 [Member] | Debt Extension [Member] | Warrant [Member] | |||||||||||||
| Debt Instrument [Line Items] | |||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 400,000 | ||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||||||||||||
| Note Payable 3 [Member] | |||||||||||||
| Debt Instrument [Line Items] | |||||||||||||
| Principal amount | $ 250,000 | ||||||||||||
| Debt stated interest rate | 8% | ||||||||||||
| Debt maturity date | Feb. 08, 2021 | ||||||||||||
| Note payable | 0 | $ 0 | $ 0 | ||||||||||
| Note Payable 4 [Member] | |||||||||||||
| Debt Instrument [Line Items] | |||||||||||||
| Principal amount | $ 250,000 | ||||||||||||
| Debt stated interest rate | 8% | ||||||||||||
| Debt maturity date | Feb. 08, 2021 | ||||||||||||
| Note payable | 0 | 0 | 0 | ||||||||||
| Note Payable 5 [Member] | |||||||||||||
| Debt Instrument [Line Items] | |||||||||||||
| Principal amount | $ 333,000 | ||||||||||||
| Debt stated interest rate | 8% | ||||||||||||
| Debt maturity date | Feb. 08, 2021 | ||||||||||||
| Note payable | 0 | 0 | 0 | ||||||||||
| Note Payable 6 [Member] | |||||||||||||
| Debt Instrument [Line Items] | |||||||||||||
| Principal amount | $ 167,000 | ||||||||||||
| Debt stated interest rate | 8% | ||||||||||||
| Debt maturity date | Jul. 31, 2022 | ||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 | ||||||||||||
| Repayments of Notes Payable | 117,000 | $ 50,000 | |||||||||||
| Interest Expense, Debt | $ 42,893 | ||||||||||||
| Note Payable 7 [Member] | |||||||||||||
| Debt Instrument [Line Items] | |||||||||||||
| Principal amount | $ 104,000 | ||||||||||||
| Note payable | 0 | 0 | 0 | ||||||||||
| PPP Loan [Member] | |||||||||||||
| Debt Instrument [Line Items] | |||||||||||||
| Note payable | 0 | 0 | 0 | ||||||||||
| Proceeds from loan | $ 77,595 | $ 77,500 | |||||||||||
| EIDL Loan [Member] | |||||||||||||
| Debt Instrument [Line Items] | |||||||||||||
| Debt stated interest rate | 3.75% | ||||||||||||
| Note payable | $ 150,000 | $ 150,000 | $ 150,000 | ||||||||||
| Proceeds from loan | $ 150,000 | ||||||||||||
CAPITAL STRUCTURE (Details)
| CAPITAL STRUCTURE (Details) - shares | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 14, 2022 | Sep. 13, 2022 | Aug. 19, 2022 | Jul. 28, 2022 | Jun. 28, 2022 | Jun. 27, 2022 | Apr. 14, 2022 | Mar. 02, 2022 |
| Coral Investment Partners Warrants [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 1,000,000 | |||||||||
| Coral Investment Partners Warrants [Member] | Exercise price $2.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 500,000 | |||||||||
| Coral Investment Partners Warrants [Member] | Exercise Price $5.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 500,000 | |||||||||
| Coral Investment Partners Warrants Converted [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 336,869 | |||||||||
| Coral Investment Partners Warrants Converted [Member] | Exercise price $2.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 168,434 | |||||||||
| Coral Investment Partners Warrants Converted [Member] | Exercise Price $5.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 168,434 | |||||||||
| Warrant Holder 1 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 1,497,500 | |||||||||
| Class of Warrant or Right, Outstanding Gross | 1,500,000 | |||||||||
| Class of Warrant or Right, Outstanding | (2,500) | |||||||||
| Warrant Holder 1 [Member] | Exercise price $2.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 500,000 | |||||||||
| Class of Warrant or Right, Outstanding Gross | 500,000 | |||||||||
| Warrant Holder 1 [Member] | Exercise Price $5.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 500,000 | |||||||||
| Class of Warrant or Right, Outstanding Gross | 500,000 | |||||||||
| Warrant Holder 1 [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 497,500 | |||||||||
| Class of Warrant or Right, Outstanding Gross | 500,000 | |||||||||
| Class of Warrant or Right, Outstanding | (2,500) | |||||||||
| Coral Investment Partners Warrants Converted 1 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 504,461 | |||||||||
| Coral Investment Partners Warrants Converted 1 [Member] | Exercise price $2.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 168,434 | |||||||||
| Coral Investment Partners Warrants Converted 1 [Member] | Exercise Price $5.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 168,434 | |||||||||
| Coral Investment Partners Warrants Converted 1 [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 167,592 | |||||||||
| Warrant Holder 2 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 100,000 | |||||||||
| Class of Warrant or Right, Outstanding Gross | 400,000 | (25,000) | (270,000) | (5,000) | ||||||
| Warrant Holder 2 [Member] | Exercise price $2.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 100,000 | (25,000) | (75,000) | |||||||
| Warrant Holder 2 [Member] | Exercise Price $5.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 100,000 | |||||||||
| Class of Warrant or Right, Outstanding Gross | 100,000 | |||||||||
| Warrant Holder 2 [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 200,000 | (195,000) | (5,000) | |||||||
| Coral Investment Partners Warrants Converted 2 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 33,687 | |||||||||
| Coral Investment Partners Warrants Converted 2 [Member] | Exercise Price $5.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 33,687 | |||||||||
| Coral Investment Partners Warrants Converted 2 [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Purple Bio Tech Warrant [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 300,000 | |||||||||
| Purple Bio Tech Warrant [Member] | Exercise Price $5.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 300,000 | |||||||||
| Purple Bio Tech Warrant Converted [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 101,061 | |||||||||
| Warrant Holder 3 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 600,000 | (10,000) | (115,000) | |||||||
| Warrant Holder 3 [Member] | Transfer To Warrant Holder 4 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | (300,000) | |||||||||
| Warrant Holder 3 [Member] | Transfer To Warrant Holder 5 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | (175,000) | |||||||||
| Warrant Holder 3 [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 600,000 | (10,000) | (115,000) | |||||||
| Coral Investment Partners Warrants Converted 3 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Coral Investment Partners Warrants Converted 3 [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Warrant Holder 4 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | (300,000) | |||||||||
| Warrant Holder 4 [Member] | Transfer From Warrant Holder 3 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 300,000 | |||||||||
| Warrant Holder 4 [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | (300,000) | |||||||||
| Warrant Holder 4 [Member] | Exercise Price $1.00 [Member] | Transfer From Warrant Holder 3 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 300,000 | |||||||||
| Coral Investment Partners Warrants Converted 4 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Coral Investment Partners Warrants Converted 4 [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Warrant Holder 5 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 375,000 | |||||||||
| Warrant Holder 5 [Member] | Transfer From Warrant Holder 3 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 175,000 | |||||||||
| Warrant Holder 5 [Member] | Transfer From Warrant Holder 9 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 200,000 | |||||||||
| Warrant Holder 5 [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 175,000 | |||||||||
| Warrant Holder 5 [Member] | Exercise Price $1.00 [Member] | Transfer From Warrant Holder 3 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 175,000 | |||||||||
| Warrant Holder 5 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 200,000 | |||||||||
| Class of Warrant or Right, Outstanding Gross | 200,000 | |||||||||
| Coral Investment Partners Warrants Converted 5 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 126,326 | |||||||||
| Coral Investment Partners Warrants Converted 5 [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 58,952 | |||||||||
| Coral Investment Partners Warrants Converted 5 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 67,374 | |||||||||
| Warrant Holder 6 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 250,000 | |||||||||
| Warrant Holder 6 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 250,000 | |||||||||
| Coral Investment Partners Warrants Converted 6 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 84,217 | |||||||||
| Coral Investment Partners Warrants Converted 6 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 84,217 | |||||||||
| Warrant Holder 7 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 400,000 | |||||||||
| Warrant Holder 7 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 400,000 | |||||||||
| Coral Investment Partners Warrants Converted 7 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 134,747 | |||||||||
| Coral Investment Partners Warrants Converted 7 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 134,747 | |||||||||
| Warrant Holder 8 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 775,000 | (775,000) | ||||||||
| Warrant Holder 8 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 775,000 | (775,000) | ||||||||
| Coral Investment Partners Warrants Converted 8 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Coral Investment Partners Warrants Converted 8 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Warrant Holder 9 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 200,000 | |||||||||
| Warrant Holder 9 [Member] | Transfer To Warrant Holder 5 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | (200,000) | |||||||||
| Warrant Holder 9 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 200,000 | |||||||||
| Warrant Holder 9 [Member] | Exercise Price $1.50 [Member] | Transfer From Warrant Holder 5 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | (200,000) | |||||||||
| Coral Investment Partners Warrants Converted 9 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Coral Investment Partners Warrants Converted 9 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Warrant Holder 10 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 350,000 | (246,666) | (50,000) | (53,334) | ||||||
| Warrant Holder 10 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 350,000 | (246,666) | (50,000) | (53,334) | ||||||
| Coral Investment Partners Warrants Converted 10 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Coral Investment Partners Warrants Converted 10 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Warrant Holder 11 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 470,000 | |||||||||
| Class of Warrant or Right, Outstanding Gross | 300,000 | 170,000 | ||||||||
| Warrant Holder 11 [Member] | Exercise price $2.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 150,000 | |||||||||
| Class of Warrant or Right, Outstanding Gross | 150,000 | |||||||||
| Warrant Holder 11 [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 150,000 | |||||||||
| Class of Warrant or Right, Outstanding Gross | 150,000 | |||||||||
| Warrant Holder 11 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 170,000 | |||||||||
| Class of Warrant or Right, Outstanding Gross | 170,000 | |||||||||
| Coral Investment Partners Warrants Converted 11 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 158,328 | |||||||||
| Coral Investment Partners Warrants Converted 11 [Member] | Exercise price $2.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 50,530 | |||||||||
| Coral Investment Partners Warrants Converted 11 [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 50,530 | |||||||||
| Coral Investment Partners Warrants Converted 11 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 57,268 | |||||||||
| Warrant Holder 12 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 1,018,050 | (918,050) | (100,000) | |||||||
| Warrant Holder 12 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 1,018,050 | (918,050) | (100,000) | |||||||
| Coral Investment Partners Warrants Converted 12 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Coral Investment Partners Warrants Converted 12 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Warrant Holder 13 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 225,000 | (210,000) | (15,000) | |||||||
| Warrant Holder 13 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 225,000 | (210,000) | (15,000) | |||||||
| Coral Investment Partners Warrants Converted 13 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Coral Investment Partners Warrants Converted 13 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Warrant Holder 14 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 100,000 | (100,000) | ||||||||
| Warrant Holder 14 [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 100,000 | (100,000) | ||||||||
| Coral Investment Partners Warrants Converted 14 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Coral Investment Partners Warrants Converted 14 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Warrant Holder 15 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 100,000 | (100,000) | ||||||||
| Warrant Holder 15 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 100,000 | (100,000) | ||||||||
| Coral Investment Partners Warrants Converted 15 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Coral Investment Partners Warrants Converted 15 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Warrant Holder 16 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 100,000 | (75,000) | (25,000) | |||||||
| Warrant Holder 16 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 100,000 | (75,000) | (25,000) | |||||||
| Coral Investment Partners Warrants Converted 16 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Coral Investment Partners Warrants Converted 16 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Warrant Holder 17 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 52,050 | (52,050) | ||||||||
| Warrant Holder 17 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 52,050 | (52,050) | ||||||||
| Coral Investment Partners Warrants Converted 17 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Coral Investment Partners Warrants Converted 17 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Warrant Holder 18 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 250,000 | |||||||||
| Warrant Holder 18 [Member] | Exercise Price $3.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 250,000 | |||||||||
| Coral Investment Partners Warrants Converted 18 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 84,217 | |||||||||
| Coral Investment Partners Warrants Converted 18 [Member] | Exercise Price $3.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 84,217 | |||||||||
| Warrant Holder 19 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 300,000 | (300,000) | ||||||||
| Warrant Holder 19 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding Gross | 300,000 | (300,000) | ||||||||
| Coral Investment Partners Warrants Converted 19 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Coral Investment Partners Warrants Converted 19 [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | ||||||||||
| Warrant [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 4,642,500 | |||||||||
| Warrant [Member] | Exercise price $2.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 1,150,000 | |||||||||
| Warrant [Member] | Exercise Price $5.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 1,400,000 | |||||||||
| Warrant [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 822,500 | |||||||||
| Warrant [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 1,020,000 | |||||||||
| Warrant [Member] | Exercise Price $3.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 250,000 | |||||||||
| Warrant Converted [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 1,563,912 | |||||||||
| Warrant Converted [Member] | Exercise price $2.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 387,399 | |||||||||
| Warrant Converted [Member] | Exercise Price $5.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 471,616 | |||||||||
| Warrant Converted [Member] | Exercise Price $1.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 277,074 | |||||||||
| Warrant Converted [Member] | Exercise Price $1.50 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 343,606 | |||||||||
| Warrant Converted [Member] | Exercise Price $3.00 [Member] | ||||||||||
| Class of Stock [Line Items] | ||||||||||
| Class of Warrant or Right, Outstanding | 84,217 |
CAPITAL STRUCTURE (Details Narr
| CAPITAL STRUCTURE (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||||||||||||||
| Dec. 31, 2021 | Feb. 28, 2021 | Feb. 18, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 14, 2022 | Sep. 13, 2022 | Sep. 06, 2022 | Aug. 19, 2022 | Jul. 28, 2022 | Jul. 27, 2022 | Jul. 13, 2022 | Jun. 27, 2022 | Apr. 14, 2022 | Mar. 30, 2022 | Mar. 01, 2022 | Jan. 28, 2022 | Dec. 20, 2021 | Sep. 22, 2021 | Jul. 30, 2021 | May 28, 2021 | Nov. 23, 2020 | |
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Common Stock, Shares Authorized | 750,000,000 | 150,000,000 | 750,000,000 | |||||||||||||||||||
| Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
| Preferred Stock, Shares Authorized | 10,000,000 | |||||||||||||||||||||
| Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||||||||||||||||
| Common Stock, Shares, Issued | 12,492,050 | 19,566,839 | 12,492,050 | |||||||||||||||||||
| Common Stock, Shares, Outstanding | 12,381,287 | 19,566,839 | 12,381,287 | |||||||||||||||||||
| Adjustments to Additional Paid in Capital, Other | $ 10,136,500 | $ 3,271,487 | ||||||||||||||||||||
| Preferred Stock, Shares Issued | 0 | 0 | 0 | |||||||||||||||||||
| Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||||||||||||||||
| Share-based Payment Arrangement, Noncash Expense | $ 0 | $ 1,897,585 | ||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | |||||||||||||||||||||
| Series B Preferred Stock [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||
| Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
| Preferred Stock, Shares Issued | 8,000 | 0 | 8,000 | |||||||||||||||||||
| Preferred Stock, Shares Outstanding | 8,000 | 0 | 8,000 | |||||||||||||||||||
| Held By Vinings Shareholders [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Stock Repurchased During Period, Shares | 110,762 | |||||||||||||||||||||
| Stock Repurchased During Period, Value | $ 247,165 | |||||||||||||||||||||
| Treasury Stock, Shares, Retired | 110,762 | |||||||||||||||||||||
| Coral Investment Partners [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 336,869 | 500,000 | ||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Nov. 30, 2023 | |||||||||||||||||||||
| Coral Investment Partners [Member] | Common Class A [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||||||||||||||
| Coral Investment Partners [Member] | Common Class B [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | |||||||||||||||||||||
| Warrant Holder 1 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 504,461 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jun. 01, 2026 | |||||||||||||||||||||
| Warrant Holder 1 [Member] | $1 per share price [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||||||||||||
| [custom:WarrantsExercisedShares-0] | 2,500 | |||||||||||||||||||||
| Warrant Holder 1 [Member] | Per Share 2 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||||||||||||||
| Warrant Holder 1 [Member] | $5 per share price [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | |||||||||||||||||||||
| Warrant Holder 2 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 33,687 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jul. 26, 2026 | |||||||||||||||||||||
| Warrant Holder 2 [Member] | $1 per share price [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 200,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||||||||||||
| [custom:WarrantsExercisedShares-0] | 195,000 | 5,000 | ||||||||||||||||||||
| Warrant Holder 2 [Member] | Per Share 2 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||||||||||||||
| [custom:WarrantsExercisedShares-0] | 75,000 | |||||||||||||||||||||
| [custom:WarrantsExpiredShares-0] | 25,000 | |||||||||||||||||||||
| Warrant Holder 2 [Member] | $5 per share price [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | |||||||||||||||||||||
| Purple Bio Tech [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 101,061 | 300,000 | ||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | |||||||||||||||||||||
| Purple Bio Tech [Member] | Common Stock Purchase Warrants [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Share-based Payment Arrangement, Noncash Expense | $ 1,897,585 | |||||||||||||||||||||
| Warrant Holder 3 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 600,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Dec. 20, 2026 | |||||||||||||||||||||
| [custom:WarrantsExercisedShares-0] | 115,000 | |||||||||||||||||||||
| [custom:WarrantsExpiredShares-0] | 10,000 | |||||||||||||||||||||
| Class of Warrant or Right, Outstanding | 0 | |||||||||||||||||||||
| Warrant Holder 3 [Member] | Transferred To Warrant Holder 4 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| [custom:WarrantsTransferred-0] | 300,000 | |||||||||||||||||||||
| Warrant Holder 3 [Member] | Transferred To Warrant Holder 5 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| [custom:WarrantsTransferred-0] | 175,000 | |||||||||||||||||||||
| Warrant Holder 4 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 300,000 | |||||||||||||||||||||
| [custom:WarrantsExercisedShares-0] | 300,000 | |||||||||||||||||||||
| Class of Warrant or Right, Outstanding | 0 | |||||||||||||||||||||
| Warrant Holder 5 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 126,326 | 175,000 | ||||||||||||||||||||
| Warrant Holder 9 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 200,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jan. 31, 2024 | |||||||||||||||||||||
| Class of Warrant or Right, Outstanding | 0 | |||||||||||||||||||||
| Warrant Holder 9 [Member] | Transferred To Warrant Holder 5 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| [custom:WarrantsTransferred-0] | 200,000 | |||||||||||||||||||||
| Warrant Holder 6 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 84,217 | 250,000 | ||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jan. 31, 2024 | |||||||||||||||||||||
| Warrant Holder 7 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 134,747 | 400,000 | ||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jan. 31, 2024 | |||||||||||||||||||||
| Warrant Holder 8 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 775,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jan. 31, 2024 | |||||||||||||||||||||
| [custom:WarrantsExercisedShares-0] | 775,000 | |||||||||||||||||||||
| Class of Warrant or Right, Outstanding | 0 | |||||||||||||||||||||
| Warrant Holder 10 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 350,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jan. 31, 2024 | |||||||||||||||||||||
| [custom:WarrantsExercisedShares-0] | 246,666 | 50,000 | 53,334 | |||||||||||||||||||
| Class of Warrant or Right, Outstanding | 0 | |||||||||||||||||||||
| Warrant Holder 11 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 158,328 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jan. 31, 2024 | |||||||||||||||||||||
| Warrant Holder 11 [Member] | $1 per share price [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 150,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||||||||||||
| Warrant Holder 11 [Member] | Per Share 2 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 150,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||||||||||||||
| Warrant Holder 11 [Member] | $1.50 per share price [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 170,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jan. 31, 2024 | |||||||||||||||||||||
| Warrant Holder 12 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,018,050 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jan. 31, 2024 | |||||||||||||||||||||
| [custom:WarrantsExercisedShares-0] | 918,050 | 100,000 | ||||||||||||||||||||
| Class of Warrant or Right, Outstanding | 0 | |||||||||||||||||||||
| Warrant Holder 13 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 225,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jan. 31, 2024 | |||||||||||||||||||||
| [custom:WarrantsExercisedShares-0] | 210,000 | 15,000 | ||||||||||||||||||||
| Class of Warrant or Right, Outstanding | 0 | |||||||||||||||||||||
| Warrant Holder 14 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jan. 31, 2024 | |||||||||||||||||||||
| [custom:WarrantsExercisedShares-0] | 100,000 | |||||||||||||||||||||
| Class of Warrant or Right, Outstanding | 0 | |||||||||||||||||||||
| Warrant Holder 15 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jan. 31, 2024 | |||||||||||||||||||||
| [custom:WarrantsExercisedShares-0] | 100,000 | |||||||||||||||||||||
| Class of Warrant or Right, Outstanding | 0 | |||||||||||||||||||||
| Warrant Holder 16 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jan. 31, 2024 | |||||||||||||||||||||
| [custom:WarrantsExercisedShares-0] | 75,000 | 25,000 | ||||||||||||||||||||
| Class of Warrant or Right, Outstanding | 0 | |||||||||||||||||||||
| Warrant Holder 17 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 52,050 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Jan. 31, 2024 | |||||||||||||||||||||
| [custom:WarrantsExercisedShares-0] | 52,050 | |||||||||||||||||||||
| Class of Warrant or Right, Outstanding | 0 | |||||||||||||||||||||
| Warrant Holder 18 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 84,217 | 250,000 | ||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Mar. 30, 2024 | |||||||||||||||||||||
| Warrant Holder 19 [Member] | ||||||||||||||||||||||
| Class of Stock [Line Items] | ||||||||||||||||||||||
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 300,000 | |||||||||||||||||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||||||||||||||
| Warrants and Rights Outstanding, Maturity Date | Apr. 01, 2027 | |||||||||||||||||||||
| [custom:WarrantsExercisedShares-0] | 300,000 | |||||||||||||||||||||
| Class of Warrant or Right, Outstanding | 0 | |||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES_2
| COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2022 USD ($) |
| Commitments and Contingencies Disclosure [Abstract] | |
| 2023 | $ 45,000 |
| 2024 | 18,750 |
| Total minimum lease payments: | 63,750 |
| Less amount representing interest | (7,409) |
| Present value of minimum lease payments: | $ 56,341 |
COMMITMENTS AND CONTINGENCIES_3
| COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
| Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
| Loss Contingencies [Line Items] | ||||
| Operating Lease, Expense | $ 45,000 | |||
| Operating Lease, Right-of-Use Asset | $ 58,914 | 17,925 | ||
| Operating Lease, Liability, Current | 41,618 | 14,724 | ||
| Operating Lease, Liability, Noncurrent | 14,723 | 0 | ||
| Minimum future royalty payments | 0 | 0 | ||
| Other Income | 98,701 | 198,910 | ||
| [custom:RoyaltyAdvance-0] | $ 0 | 0 | ||
| Initial license fee | $ 75,000 | |||
| Minimum [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Maintenance fees | 15,000 | |||
| Maximum [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Maintenance fees | $ 25,000 | |||
| Pharmaceutical Marketing Partner [Member] | ||||
| Loss Contingencies [Line Items] | ||||
| Deferred Revenue | $ 1,000,000 | |||
| Other Income | $ 1,000,000 | |||
401(k) PROFIT-SHARING PLAN (Det
| 401(k) PROFIT-SHARING PLAN (Details Narrative) - USD ($) | 12 Months Ended | |
| Dec. 31, 2022 | Dec. 31, 2021 | |
| Retirement Benefits [Abstract] | ||
| Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 0 | $ 0 |
INCOME TAXES (Details - reconci
| INCOME TAXES (Details - reconcilation of income tax) - USD ($) | 12 Months Ended | |
| Dec. 31, 2022 | Dec. 31, 2021 | |
| Income Tax Disclosure [Abstract] | ||
| Income tax benefit at statutory rate | $ 11,648,000 | $ 7,130,000 |
| Change in valuation allowance | (11,648,000) | (7,130,000) |
| Provision for federal/state income taxes | $ 0 | $ 0 |
INCOME TAXES (Details - recon_2
| INCOME TAXES (Details - reconcilation of provision) - USD ($) | 12 Months Ended | |
| Dec. 31, 2022 | Dec. 31, 2021 | |
| Income Tax Disclosure [Abstract] | ||
| Expected federal statutory income tax provision/rate | $ (7,906,850) | $ (4,830,000) |
| Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | (21.00%) | (21.00%) |
| Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | $ (3,765,167) | $ (2,300,000) |
| Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | (10.00%) | (10.00%) |
| Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | $ 24,017 | $ 0 |
| Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | 0.20% | 0% |
| Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ (11,648,000) | $ (7,130,000) |
| Effective Income Tax Rate Reconciliation, Percent | (30.80%) | (31.00%) |
INCOME TAXES (Details Narrative
| INCOME TAXES (Details Narrative) | Dec. 31, 2022 USD ($) |
| Income Tax Disclosure [Abstract] | |
| Net operating loss carry forwards | $ 59,000,000 |